/raid1/www/Hosts/bankrupt/TCR_Public/160715.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, July 15, 2016, Vol. 20, No. 197
Headlines
3141 PURDUE: Taps Mitchell Law Firm as Legal Counsel
488-486 LEFFERTS: Unsecureds to Get Paid in Full Under Plan
ABERDEEN MEDICAL: Seeks to Hire Ronald Rudomin as Accountant
ACTIVECARE INC: Appoints Bradley Robinson as Director
ACTIVECARE INC: Appoints New Chairman and CEO
ACTIVECARE INC: Inks Consulting Agreement with Former CEO
ACTIVECARE INC: Names New Chief Financial Officer
ADAMIS PHARMACEUTICALS: Closes $5-Mil. Private Placement Financing
ADVANCED INTEGRATION: Moody's Raises CFR to B1, Outlook Stable
AF LEWIS: Hires Silver Voit & Thompson as Counsel
ALEXANDRE DANILENKO: Files Amended Disclosure Statement
ALLIANCE ONE: Posts $65.5 Million Net Income for Fiscal 2016
ALTERNATIVES LIVING: Gilmore Approved to Conduct Auction
AMANS HOSPITALITY: Wants Extension of Time to Confirm Plan
AMC ENTERTAINMENT: Moody's Affirms B1 Corporate Family Rating
ANN CROCKETT: Unsecureds to Get 50% Recovery Under Plan
ANTILLES CARPET: Disclosure Statement Hearing on August 24
AOG ENTERTAINMENT: Committee Taps Zolfo as Financial Advisor
APEX ENDODONTICS: Plans to Pay Creditors 100-Cents-on-the-Dollar
ARIANA PROPERTIES: Court Issues Final Cash Collateral Order
ASTROTURF LLC: U.S. Trustee Appoints Richard Runkles to Committee
AURORA DIAGNOSTICS: Names Michael Grattendick CFO
AWR WHOLESALE: Seeks Authorization to Use Cash Collateral
BAILEY TOOL: Wants to Use Comerica, Republic Cash Collateral
BAY THREE: Sale of Assets to Ciardi and Rotunda for $650K Approved
BAYLESS HESTER III: Plan Admin's Bid for Sanctions Denied
BBB, LLC: Parcel G-1 Sale to YYD for $850,000 Approved
BEANSTOCK MEDIA: Trustee Selling Onswipe Assets for $20K
BELK INC: Bank Debt Trades at 19% Off
BOART LONGYEAR: Moody's Cuts CFR to Caa2, Outlook Negative
BRAND ENERGY: Bank Debt Trades at 2% Off
C & D PRODUCE: Seeks Cash Collateral Use Through Oct. 31
C & D PROPERTIES: Plan Proposes to Pay Midwest , 2 Other Creditors
CANAL ASPHALT: SSG Capital Advises Business on Asset Sale
CAPITAL INVESTMENTS: Selling Stafford County Property for $155K
CAPITOL BC RESTAURANTS: Case Summary & 20 Top Unsecured Creditors
CASCELLA & SON: Court Allows Cash Collateral Use Through Aug. 31
CASTLE ARCH: Boyer-Plumb Buying 300 Acres of Tooele Water Rights
CASTLE ARCH: Ironwood Buying 149 Acres of Tooele Water Rights
CHAPARRAL ENERGY: Milbank Tweed Represents Noteholders
CHICORA LIFE CENTER: Taps Tideland as Real Estate Advisor
CITICARE INC: Proposes $3M Private Sale for Assets
CLEVELAND BIOLABS: Directors Resign Over Disagreement
CLEVELAND BIOLABS: Has Until July 2017 to Regain NASDAQ Compliance
CONNTECH PRODUCT: Auction for Machine Facility Set for July 27
CREATURE LLC: U.S. Trustee Unable to Appoint Creditors' Committee
D & C ENTERPRISES: Wants to Use Cash Collateral
DESERT SPRINGS FINANCIAL: Wants to Use Cash Collateral
DEVELOPMENT DESIGN: Case Summary & 20 Largest Unsecured Creditors
ECO SERVICES: Moody's Withdraws B2 CFR on Merger Completion
ELBIT IMAGING: FDA OKs Insightec's Essential Tremor Treatment
ELK CREEK: Emergency Cash Collateral & Payroll Hearing
ENERGY TRANSFER: Bank Debt Trades at 4% Off
ESML HOLDINGS: Seeks to Hire White & Case as Legal Counsel
FAIRYTALE DAY CARE: Unsecureds to Recoup 10% Under Plan
FARR ENTERPRISES: Hires Pitts Hay & Hugenschmidt as Attorney
FELD LIMITED: Exclusive Period to File Plan Extended To Oct. 3
FLORHAM PARK: Wants Exclusive Plan Filing Period Extended 120 Days
FORT DRILLING: U.S. Trustee Unable to Appoint Committee
FORTESCUE METALS: Bank Debt Trades at 3% Off
FRANZEN INTERNATIONAL: Case Summary & 2 Unsecured Creditors
GAWKER MEDIA: Lawsuits Push Nick Denton to Brink of Bankruptcy
GENERAL MOTORS: 2009 Bankruptcy Won't Bar Ignition Switch Claims
GENERAL MOTORS: Hillard Munoz Comments on 2nd Circuit Opinion
GENERAL MOTORS: Tort Claims Can Proceed in Ignition Switch Case
GINGER OIL: $500K DIP Financing From Ginger Oil AB Sought
GO YE VILLAGE: Exclusive Plan Filing Deadline Moved to Sept. 26
GOODING COUNTY SD: Moody's Affirms Ba2 Rating on GO Bonds
GUDELIA GARCIA MAQUEDA: Gets Approval of Plan to Exit Bankruptcy
GUSTAVO ARANGO: Hires BDO Puerto Rico,PSC as Accountant
GUSTAVO ARANGO: Hires C. Conde & Assoc. as Attorney
HAGGEN HOLDINGS: Court Approves Amendment #2 to Albertson's APA
HECK INDUSTRIES: Taps Dodson, Four Others as Special Counsel
HI-TEMP SPECIALTY: Hires CohnReznick as Financial Advisor
HOLLY ENERGY: Moody's Assigns B1 Rating on $300MM Sr. Unsec. Notes
INCASE INC: Plan Confirmation Moots Cash Collateral Request
INNOCENT CHINWEZE: Files Plan to Exit Chapter 11 Protection
INTELSAT JACKSON: Moody's Rates $490MM Sr. Secured Notes 'B1'
INTERLEUKIN GENETICS: Offers Management Program to Amway Employees
INTERNATIONAL WIRE: Upsized Notes Has no Impact on Moody's B2 CFR
INTOWN COMPANIES: Using Cash Collateral to Repave Motel Complex
J.S. & F. MANAGEMENT: Aug. 12 Hearing on Full-Payment Plan
JADE WINDS: Solicitation Period Extended to Aug. 11
JOHNSON CITY, NY: Moody's Cuts GO Rating to Ba1, Outlook Negative
KEITH VALAER SESSOMS: Unsecured Creditors to Get Full Payment
KEITHVILLE WELL: Seeks to Hire Danny Lawler as Auctioneer
KETTERLE CAB: Debtor To File Motion To Dismiss Ch. 11 Case
KINDER MORGAN: Moody's Affirms (P)Ba1 Rating on Seniority Shelf
KU6 MEDIA: Completes Merger with Shanda
KU6 MEDIA: Securities Delisted from NASDAQ
KU6 MEDIA: Shanda, et al., No Longer Own Ordinary Shares
LARRY D. REYNOLDS: U.S. Trustee Unable to Appoint Committee
LBH NATIONAL: Seeks Interim Okay to Use Cash Collateral
LBJ HEALTHCARE: Patient Care Ombudsman Finds Care Within Standards
LEN-TRAN INC: Taps ReMax Alliance Group as Broker
LIFE PARTNERS: Trustee Taps Roetzel & Andress as Local Counsel
LINC USA GP: U.S. Gov't Objects to Proposed Sale of Assets
LONG-DEI LIU: Patient Care Ombudsman Satisfied With Care Provided
MARION CLAY: Disclosure Statement Hearing on August 25
MAURO CEVENINI: Files Plan to Exit Chapter 11 Protection
MCK MILLENIUM: Plan Filing Exclusivity Extended to Oct. 21
MCK MILLENNIUM: Has $15M Offer for Chicago Retail Space
MED-SURG GROUP: Taps Caldwell & Riffee as Legal Counsel
MED-SURG GROUP: Wants to Use IRS' Cash Collateral
MIDSTATES PETROLEUM: Plan Confirmation Hearing on August 17
MITEL NETWORKS: Moody's Confirms B2 CFR, Outlook Stable
NANOSPHERE INC: Perkins Capital Has 1.1% Stake as of June 30
NAUTILUS DEVELOPMENT: Up to $162K Cash Collateral Use for June OK
NESCO LLC: Moody's Lowers CFR to Caa3, Outlook Negative
NET ELEMENT: Inks $10 Million Purchase Agreement with ESSOUSA
NEXSTAR BROADCASTING: Moody's Assigns B3 to Proposed Senior Notes
NORTH STATE OF WNY: Court Allows Cash Collateral Use Up To Aug. 22
OAKLAND PHYSICIANS: Patient Care Ombudsman Issues 17th Report
PACE IV: Hires Liepins as Bankruptcy Counsel
PACIFIC WEBWORKS: Erkelens Okayed to Auction Surplus Assets
PALM BEACH FINANCE: Trustee Taps KamilaMukamal as Consultant
PAUL CAB: Debtor to File Motion To Dismiss Chapter 11 Case
PEEK AREN'T YOU: Seeks to Hire Nuti Hart as Legal Counsel
PENINSULA HOLDINGS: Erie Now Preferred Purchaser for Properties
PREMIER WELLNESS: Exclusive Plan Filing Period Extended to Sept. 2
PRINTPACK HOLDINGS: Moody's Assigns B2 Rating on $250MM Term Loan
REPUBLIC AIRWAYS: Can Assume FlightSafety Amended Agrement
RIVERSIDE MULCH: Files Chapter 11 Liquidating Plan
ROTARY DRILLING: Can Hire KCC as Claims and Noticing Agent
ROTARY DRILLING: Wins Interim OK of $3 Million DIP Financing
SANDERS COMMERCIAL: Selling Rankin County Property for $600K
SANDERS COMMERCIAL: Selling Richland Property to Gateway for $2M
SCOTT BERGER: U.S. Trustee to Appoint Patient Care Ombudsman
SEADRILL LTD: Bank Debt Trades at 56% Off
SEPCO CORP: Wants 120-Day Extension of Plan Filing Deadline
SHERRON WILKINSON-BROWN: Unsecured Creditors to Get 2.82%
SHOOT THE MOON: Exclusive Plan Filing Deadline Moved to July 31
SLG INNOVATION: Unsecured Creditors to Get 10% Under Plan
SSNN-5532-34: Seeks Interim Cash Collateral Use through August
ST. JUDE NURSING: Disclosures Has Initial OK; Aug. 24 Hearing Set
ST. MICHAEL'S MEDICAL: Says Trinity Not Liable for MedRealty Lease
STAR BODY EXPERT: Plan Outline Okayed, Plan Hearing on Aug. 10
STARCO VENTURES: Aug. 11 Hearing on Creditor's Bankr. Plan
STEPPING STONES: Exclusive Plan Filing Deadline Moved to Aug. 5
STERLING MIDCO: Moody's Retains B2 CFR Over Term Loan Add-On
TECHNOLOGY MINING: Plan Outline Okayed, Plan Hearing on Aug. 16
TENDER LOVING: Exclusive Plan Filing Deadline Moved to Aug. 9
TIBCO SOFTWARE: Bank Debt Trades at 8% Off
TIBER PARTNERS: Trustee Taps Tavenner & Beran as Special Counsel
TOTAL HOCKEY: Court OKs Bidding Procedures, Sale Hearing on Aug. 3
TOWNRIDGE INC: Revised Budget Projects $4.77-Mil. Cash Payout
TRANS UNION: Moody's Affirms B1 CFR & Changes Outlook to Positive
TRIN POLYMERS: Wants Permission to Use Cash Collateral
UNITED PLASTIC: Panel Wants Exclusivity Periods Terminated
UNIVERSAL SECURITY: Extends CEO's Employment to July 2017
UPC BROADBAND: Bank Debt Trades at 2% Off
VALEANT PHARMACEUTICALS: Bank Debt Trades at 2% Off
VALVOLINE FINCO: Moody's Assigns Ba2 CFR, Outlook Stable
VDH DEVELOPMENT: Case Summary & Unsecured Creditor
VENOCO INC: Bankruptcy Court Approves Restructuring Plan
VYCOR MEDICAL: Fountainhead Reports 49.6% Stake
WADE THOMAS SPROUSE: Plan Outline Okayed, Plan Hearing on Aug. 15
WASHINGTON FIRST: U.S. Trustee Unable to Appoint Committee
WHISTLER ENERGY: Committee Seeks Review of Final DIP Order
WIRECO WORLDGROUP: Moody's Puts Caa1 CFR on Review for Upgrade
WME IMG: Moody's Retains B2 CFR After Zuffa Acquisition
ZUFFA LLC: Moody's Puts Ba3 CFR on Review for Downgrade
[^] BOOK REVIEW: Transnational Mergers and Acquisitions
*********
3141 PURDUE: Taps Mitchell Law Firm as Legal Counsel
----------------------------------------------------
3141 Purdue Real Estate Partners seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire The
Mitchell Law Firm, L.P. as its legal counsel.
The Debtor tapped the firm to provide these services in connection
with its Chapter 11 case:
(a) give legal with respect to its powers and duties;
(b) assist the Debtor in preparing legal documents;
(c) take necessary actions to preserve and protect the
Debtor's assets; and
(d) assist the Debtor in the formulation of a disclosure
statement Chapter 11 plan of reorganization..
Gregory Mitchell and Jamie Kirk, the attorneys with primary
responsibility of representing the Debtor, will receive $325 per
hour and $225 per hour. Meanwhile, the hourly rate for paralegals
and legal assistants ranges from $75 to $95.
In a court filing, Mr. Mitchell disclosed that the firm does not
hold or represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Gregory W. Mitchell, Esq.
The Mitchell Law Firm, L.P.
12720 Hillcrest Road, Suite 625
Dallas, Texas 75230
Phone: (972)463-8417
Fax: (972)432-7540
About 3141 Purdue
3141 Purdue Real Estate Partners sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-32226) on June
6, 2016.
488-486 LEFFERTS: Unsecureds to Get Paid in Full Under Plan
-----------------------------------------------------------
488-486 Lefferts LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a plan of reorganization and
accompanying disclosure statement, proposing that allowed general
unsecured claims, which total approximately $537,329, will be paid
in full in cash within 30 days of the plan effective date, plus
interest at the legal rate from the later of the Petition Date, to
the extent required by the applicable law, through the payment
date.
Effective Date payments under the Plan will be paid from proceeds
from the sale of the Debtor's two adjacent parcels of undeveloped
land located at 488-486 Lefferts Avenue, Brooklyn, New York. The
Debtor estimates that Effective Date payments will be from the sale
of the Property.
The Debtor intends to retain Ariel Property Advisors, LLC, to
market the property and based on the broker's analysis the property
will sell for a minimum of $2.4 million and based upon an analyses
of the Debtor's schedules and it claims docket there are no more
than $1,796,412 of claims against the Debtor, and the Debtor
believes the claims are significantly less.
A full-text copy of the Disclosure Statement dated July 6, 2016, is
available at:
http://bankrupt.com/misc/nyeb15-42716-50.pdf
The Plan was filed by the Debtor's counsel:
Edward N. Gewirtz, Esq.
BRONSTEIN, GEWIRTZ & GROSSMAN, LLC
60 East 42nd Street, Suite 4600
New York, NY 10165
Tel: (212) 697-6484
Fax: (212) 697-7296
E-mail: chona@bgandg.com
Headquartered in Richmond Hill, New York, 488-486 Lefferts LLC
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-42716) on June 10, 2015, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Nir Zeer, managing member.
Edward N Gewirtz, Esq., at Bronstein, Gewirtz & Grossman, LLC,
serves as the Debtor's bankruptcy counsel.
ABERDEEN MEDICAL: Seeks to Hire Ronald Rudomin as Accountant
------------------------------------------------------------
Aberdeen Medical Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Ronald
Rudomin as its accountant.
Mr. Rudomin, a certified public accountant, will receive a flat fee
of $500 per month for his services.
In a court filing, Mr. Rudomin disclosed that he does not represent
or hold any interest adverse to the Debtor, and is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
About Aberdeen Medical
Aberdeen Medical Services, Inc., based in Mount Laurel, NJ, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 16-20784) on June 2,
2016. The Hon. Jerrold N. Poslusny Jr. presides over the case.
Ellen M. McDowell, Esq., at McDowell Posternock Apell & Detrick,
PC, as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Charles I. Tighe, authorized representative.
ACTIVECARE INC: Appoints Bradley Robinson as Director
-----------------------------------------------------
On July 7, 2016, the Board of Directors of ActiveCare Inc.
appointed Mr. Bradley C. Robinson as a director of the Company to
fill the vacancy created by Mr. James Dalton's. It is expected Mr.
Robinson will serve on the audit, nominating and compensation
committees of the Company.
Mr. Robinson is the chief executive officer of Predictive
Technology Group, Inc. Mr. Robinson has experience developing and
structuring early stage ventures in the areas of pharmaceuticals,
medical device and information technology. Mr. Robinson was a
founding member of three such ventures in healthcare, one of which
(Specialized Health Products International, Inc.) was publicly
traded until its acquisition by C.R. Bard. Predictive Technology
Group, Inc. ("PRED") develops and commercializes discoveries and
technologies involved in novel molecular diagnostic and stem
cell/pharmaceutical therapeutic products. Mr. Robinson was the
Chief Executive Officer and co-founder of Infusive Technologies,
LLC, which resulted in an asset acquisition by Sagent
Pharmaceuticals, Inc. As part of the acquisition, Mr. Robinson
became President of the medical device division of Sagent
Pharmaceuticals. Sagent Pharmaceuticals is a specialty injectable
pharmaceutical products company. Mr. Robinson left Sagent
Pharmaceuticals to become Vice President of Business Development of
Juneau Biosciences, LLC. Juneau develops and commercializes
genetic tests related to women's healthcare. While at Juneau, he
was responsible for developing strategic partnerships and assisted
in financing transactions.
Mr. Robinson earned an MBA/MIM from the Graduate School of
International Management (Thunderbird).
Messrs. Eric Robinson and Brad Robinson are brothers. There are no
other family relationships among any of our directors or executive
officers.
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products. The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs. The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers. The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.
The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.
ActiveCare reported a net loss attributable to common stockholders
of $12.8 million on $6.59 million of chronic illness monitoring
revenues for the year ended Sept. 30, 2015, compared with a net
loss attributable to common stockholders of $16.4 million on $6.10
million of chronic illness monitoring revenues for the year ended
Sept. 30, 2014.
As of March 31, 2016, ActiveCare had $2.15 million in total assets,
$25.6 million in total liabilities, and a total stockholders'
deficit of $23.5 million.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
ACTIVECARE INC: Appoints New Chairman and CEO
---------------------------------------------
James Dalton resigned as the executive chairman and chief executive
officer of ActiveCare, Inc., effective July 7, 2016. Mr. Dalton's
resignation is not the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices. In connection with the Dalton Resignation, the Company
has also agreed to pay Mr. Dalton severance in the amount of
$20,000 per month for a six-month period. Mr. Dalton will remain
with the Company as a consultant and has entered into a consulting
agreement as described above.
On July 7, 2016, the board of directors of the Company appointed
Jeffrey Peterson as chairman and chief executive officer of the
Company, effective immediately. In connection with the Peterson
Appointment, Mr. Peterson resigned as chief financial officer,
secretary and treasurer of the Company. Mr. Peterson's
compensation remains unchanged as a result of the change in
position at this time, however, the Company is currently
negotiating the terms of an employment agreement with Mr. Peterson
in good faith and is expected to enter into such agreement in the
coming weeks.
Mr. Peterson was chief financial officer of the Company from
August, 2015 to July 7, 2016, and has been a director of the
Company since April 25, 2014. He has been involved in numerous
early stage ventures in the public and private sectors, with an
emphasis in healthcare and technology. Mr. Peterson served in
various capacities within the Company from July 2011 until
September of 2015, including Director of Investor Relations and
V.P. of Finance. From January 2010 until July 2011, he was the
Director of Investor Relations for Track Group. Prior to Track
Group, Mr. Peterson was a co-owner of a stock brokerage firm in
Utah, where his roles included broker, market maker, AML officer,
communications officer, while holding numerous FINRA security
licenses. He graduated from the University of Utah with a Bachelor
of Arts Degree in Finance and Business Administration and is a
founding member of the University Venture Fund. Mr. Peterson also
currently holds board observatory seats with Juneau Biosciences and
CoNextions Medical.
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically
ill.
ActiveCare is organized into three business. The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs. The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers. The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.
ActiveCare reported a net loss of $12.8 million on $6.59 million of
chronic illness monitoring revenues for the year ended Sept. 30,
2015, compared with a net loss of $16.4 million on $6.10 million of
chronic illness monitoring revenues for the year ended Sept. 30,
2014.
As of March 31, 2016, ActiveCare had $2.15 million in total
assets, $25.6 million in total liabilities, and a stockholders'
deficit of $23.5 million.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
ACTIVECARE INC: Inks Consulting Agreement with Former CEO
---------------------------------------------------------
ActiveCare, Inc. entered into a Consulting Agreement with James
Dalton, former executive chairman and chief executive officer of
the Company, pursuant to which Mr. Dalton will provide certain
consulting services to the Company including, but not limited to
(i) developing business plans, (ii) making introductions to
potential customers and/or suppliers, (iii) identifying qualified
employees and other service providers, (iv) sales, marketing,
manufacturing and other operating activities, and (v) meeting with
the Company's and its affiliates' respective managers, officers,
employees, agents, and other service providers regarding the
business, prospects and affairs of the Company and its affiliates.
Mr. Dalton may not engage in and will not be entitled to any fees
or consideration for (i) negotiating the purchase and/or sale of
Company securities, (ii) making recommendations regarding
transactions involving Company securities, (iii) or any other
matters involving transactions of Company securities.
The Dalton Consulting Agreement is for an initial period of one
year, and will automatically renew for consecutive one month
periods unless terminated by the Company or Mr. Dalton. As
consideration for the Services, the Company shall pay Mr. Dalton at
the rate of $250 per hour, but such compensation may not exceed
$20,000 during any calendar month.
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically
ill.
ActiveCare is organized into three business. The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs. The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers. The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.
ActiveCare reported a net loss of $12.8 million on $6.59 million of
chronic illness monitoring revenues for the year ended Sept. 30,
2015, compared with a net loss of $16.4 million on $6.10 million of
chronic illness monitoring revenues for the year ended Sept. 30,
2014.
As of March 31, 2016, ActiveCare had $2.15 million in total
assets, $25.6 million in total liabilities, and a stockholders'
deficit of $23.5 million.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
ACTIVECARE INC: Names New Chief Financial Officer
-------------------------------------------------
The Board of Directors of ActiveCare, Inc., appointed Mr. Eric L.
Robinson as the Company's chief financial officer, general counsel,
secretary and treasurer on July 7, 2016. Mr. Robinson will be
entitled to $120,000 in annual compensation. Mr. Robinson will be
employed on a part time basis.
Mr. Robinson spent 14 years in private practice as a corporate
attorney, including 11 years as a partner in the Salt Lake City,
Utah law firm of Blackburn & Stoll, LC. Mr. Robinson's law
practice focused on securities, corporate and other business
transactions. During the past five years, Mr. Robinson has been
principally employed as (i) general counsel, chief financial
officer and director of MicroPower Global Limited, a development
stage company in the semiconductor business since 2009, (ii) as the
general counsel, chief financial officer and a director of Juneau
Biosciences, LLC, a genetic research company, from 2008 until 2015,
and (iii) a private attorney. Mr. Robinson also acts as a director
and chairman of the audit committee of ClearOne, Inc. (CLRO). Mr.
Robinson previously acted as general counsel and chief financial
officer to a commercial construction company from 2007 until 2008
which had revenues in excess of $100 million during his tenure.
His legal practice includes working with companies in connection
with public and private offerings of securities, corporate
partnering, mergers and acquisitions, licensing and technology
transfer and compensation planning.
He graduated from the University of Utah with honors with a B.S.
degree in accounting and he subsequently passed the CPA exam
(unlicensed). He graduated from Vanderbilt University with a J.D.
where he graduated Order of the Coif and acted as a Managing Editor
of the Law Review.
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically
ill.
ActiveCare is organized into three business. The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs. The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers. The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.
ActiveCare reported a net loss of $12.8 million on $6.59 million of
chronic illness monitoring revenues for the year ended Sept. 30,
2015, compared with a net loss of $16.4 million on $6.10 million of
chronic illness monitoring revenues for the year ended Sept. 30,
2014.
As of March 31, 2016, ActiveCare had $2.15 million in total
assets, $25.6 million in total liabilities, and a stockholders'
deficit of $23.5 million.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
ADAMIS PHARMACEUTICALS: Closes $5-Mil. Private Placement Financing
------------------------------------------------------------------
Adamis Pharmaceuticals Corporation announced that it has completed
a private placement financing transaction pursuant to which it
issued 1,724,137 shares of Series A-2 Convertible Preferred Stock
to a small number of institutional investors, and received gross
cash proceeds of approximately $5,000,000. The preferred stock is
convertible into common stock at a conversion ratio of 1-to-1 at
the option of the investor and has no preference to the common
shares. The Company also issued to the investor warrants to
purchase a number of shares of common stock or Series A-2 Preferred
equal to the number of shares of preferred stock purchased by the
investor. The shares of Series A-2 Preferred and warrants were
sold in units, with each unit consisting of one share and one
warrant, at a purchase price of $2.90 per unit. The warrants,
which are exercisable for a period of five years, have an exercise
price of $2.90 per share and are callable for cash.
The Company expects to use the net proceeds from this financing for
general corporate purposes, including but not limited to general
operating expenses, development of its pipeline products, payment
of indebtedness and obligations, and working capital. Additional
information about the transaction is contained in the Company's
Report on Form 8-K filing with the Securities and Exchange
Commission, a copy of whic is available for free at:
https://is.gd/ugmxJs
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.
Adamis reported a net loss of $13.6 million on $0 of revenue for
the year ended Dec. 31, 2015, compared to a net loss of $9.31
million on $0 of revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, Adamis had $12.7 million in total assets,
$3.96 million in total liabilities and $8.69 million in total
stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred recurring losses from operations, and is
dependent on additional financing to fund operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern, the auditors noted.
ADVANCED INTEGRATION: Moody's Raises CFR to B1, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Advanced
Integration Technology LP, including the Corporate Family Rating to
B1 from B2 and the senior secured rating to B1 from B2. The rating
outlook is stable.
Issuer: Advanced Integration Technology LP
These ratings were upgraded:
Corporate Family Rating, to B1 from B2
Probability of Default Rating, to B2-PD from B3-PD
$60 million senior secured revolving credit facility due 2021,
to B1 (LGD3) from B2 (LGD3)
$225 million senior secured term loan due 2021 (originally
expected to be $315 million), to B1 (LGD3) from B2 (LGD3)
Stable Outlook
RATINGS RATIONALE
The upgrade follows AIT's decision to reduce a pending distribution
to shareholders by approximately $90 million and reflects a more
conservatively capitalized balance sheet with leverage expected to
remain below 3.25x.
The ratings reflect the company's modest size, high degree of
customer concentration, and the cyclical nature of AIT's OEM
customer base. Notwithstanding, AIT's relatively small scale,
Moody's believes the company is well-positioned to benefit from the
growing use of automation in commercial aerospace (its largest
segment) as OEM and tier one customers seek to boost throughput and
reduce costs in the face of record multi-year backlogs.
Opportunities for growth in defense also appear favorable given the
lower degree of penetration of automation within these end-markets.
Moody's believes these favorable demand trends in commercial and
defense markets will support solid topline and earnings growth over
the next few years. The rating incorporates a conservatively
leveraged capital structure with Moody's adjusted Debt-to-EBITDA
below 3.25x at close and anticipates a financial policy that
balances shareholder returns with an appropriate degree of
financial flexibility. A relatively robust set of credit metrics
including good interest coverage along with high margins and strong
free cash flow generating capabilities also add support to the
rating.
The stable outlook reflects favorable demand trends within AIT's
aerospace markets and expectations that the company's good
competitive positioning will support revenue and earnings growth
over the next few years.
Moody's expects AIT to maintain a good liquidity profile over the
next 12 to 18 months. Pro forma cash balances as of June 2016 will
be about $15 million and mandatory amortization on term debt is
modest at 1% (or $2 million) per annum. Moody's anticipates a
relatively robust free cash flow generating profile supported by
high margins and modest capital expenditures requirements with
FCF/Debt (FCF defined as CFO less capex) expected to exceed 20%.
Liquidity is also supported by a $60 million revolving credit
facility that expires in 2021. The revolver is expected to contain
a springing net first lien leverage ratio with cushions of about
30%.
An upgrade in the near-term is unlikely. Consideration, however,
for a ratings upgrade could be warranted if leverage is expected to
be sustained below 2.0x. A ratings upgrade would also require
demonstrated revenue and earnings growth, a strong liquidity
profile and an ability to generate consistently strong free cash
flows all the while maintaining EBITDA margins at current levels.
Given the company's small scale, Moody's would expect AIT to
maintain credit metrics that are stronger than levels typically
associated with companies at the same rating level.
The ratings could be downgraded if leverage was expected to
increase above 4.0x. Any debt-financed distributions to
shareholders that indicate a higher tolerance for financial risk
could also result in a downgrade. A weakening liquidity profile
with lower than expected free cash flow/debt or a reliance on
revolver borrowings could also pressure the rating downward. The
loss of a key customer/ customer contracts, or a sustained
weakening in profitability metrics such that EBITDA margins were to
contract materially could also result in downward rating action.
The B2-PD Probability of Default rating is one notch lower than the
B1 CFR, reflecting the perceived above average default risk and
higher implicit family recovery due to the singular class of debt
with a security interest in all assets, specifically incorporating
an expectation that secured creditors would move quickly in an
event of default.
Advanced Integration Technology LP ("AIT"), headquartered in Plano,
Texas, is a provider of turnkey factory automation and complex
automated and non-automated tooling to the commercial aerospace and
defense industries. AIT's primary business is to design, engineer,
manufacture, and install machines and systems which enable the
automated assembly of aerospace structures and other industrial
equipment. The company is equally owned by management and by funds
affiliated with Onex Corporation.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
AF LEWIS: Hires Silver Voit & Thompson as Counsel
-------------------------------------------------
AF Lewis Enterprises, LLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Alabama to employ
Silver, Voit & Thompson, Attorneys at Law, P.C. as counsel.
The Debtor wish to employ Silver, Voit & Thompson for they have
experience in bankruptcy matters in this Court and are qualified to
represent the Debtor as bankruptcy counsel in this case.
Silver, Voit & Thompson represents no adverse interest adverse to
the Debtor or its estate in the matters on which they are to be
engaged.
Silver, Voit & Thompson can be reached at:
Irving Silver, Esq.
Lawrence Voit, Esq.
Alexandra K. Garrett, Esq.
Bradley E. Dean, Esq.
Silver, Voit & Thompson, Attorneys at Law, P.C.
4317-A Midmost Drive
Mobile, AL 36609-5589
Phone: (251)243-7713
(251)343-0800
Fax: (251)343-0862
AF Lewis Enterprises, LLC filed a petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 16-bk-02190) on July 1,
2016.
ALEXANDRE DANILENKO: Files Amended Disclosure Statement
-------------------------------------------------------
Alexandre Danilenko on July 7 filed with the U.S. Bankruptcy Court
for the Eastern District of New York an amended disclosure
statement detailing its proposed Chapter 11 plan of
reorganization.
Under the plan, the Debtor proposes to pay 10% dividend of the
general unsecured claims totaling approximately $172,454, in 36
equal monthly installments 30 days after the effective date of the
plan.
The restructuring plan will be financed from income generated from
the Debtor's employment. A copy of the amended disclosure
statement is available for free at https://is.gd/HojoEP
About Alexandre Danilenko
Alexandre Danilenko (Bankr. E.D.N.Y. Case No. 15-45622) filed a
Chapter 11 Petition on December 16, 2015.
The Debtor is represented by:
Allan Kachan, Esq.
3099 Coney Island Ave., 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Email: alla@kachanlaw.com
ALLIANCE ONE: Posts $65.5 Million Net Income for Fiscal 2016
------------------------------------------------------------
Alliance One International, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $65.4 million on $1.90 billion of sales and other
operating revenues for the year ended March 31, 2016, compared to a
net loss of $28.0 million on $2.06 billion of sales and other
operating revenues for the year ended March 31, 2015.
As of March 31, 2016, Alliance One had $1.97 billion in total
assets, $1.70 billion in total liabilities and $275 million in
total equity.
Pieter Sikkel, chief executive officer and president, said,
"Despite a challenging foreign exchange environment with a
strengthening U.S. dollar, quality impacts from El Nino weather
patterns, smaller crops in some markets and oversupply leaf trading
conditions, net income increased to $65.5 million from a net loss
of $27.9 million last year, and included a $106.2 million gain
related to the reconsolidation of our Zimbabwe subsidiary. After
excluding, among other items, the Zimbabwe subsidiary gain, legal
and professional costs associated with the Kenyan matter, the
impact of the curtailment of green leaf sourcing in Kenya, and
including results from our Zimbabwe operation not included in
consolidated results, adjusted EBTIDA was $190.2 million,
consistent with the prior year.
"Global supply and demand appears to be moving toward equilibrium
with further reduced crop sizes anticipated. Important to our full
year results, fourth quarter sales improved to $732.3 million, up
slightly over last year, and was the second best quarter in the
Company's history. For the year and despite full service volume
increases, sales decreased 7.9% to $1,904.6 million. Excluding
Kenya we have seen improved performance in Africa, South America
and Asia, while weather-related crop size reductions, poor quality
crops and the strong dollar affected our North American and
European regions in fiscal year 2016.
"Our restructuring in various markets has positioned us for
continuous improvement and better structured our footprint to meet
future demand. Our restructuring and efficiency improvement
program that began implementation in March 2015 is on track to
deliver over $35.0 million of anticipated recurring annualized
savings with approximately 95.0% of targeted actions enacted and
the remainder to be achieved over the next 18 months.
"As we have indicated previously, our plan is to continue reducing
long-term debt with surplus cash. During the year we were
precluded from purchasing our 9.875% Senior Secured Second Lien
Notes due to the challenges in Kenya, with $720.0 million of face
value outstanding at year end. Additionally, our liquidity at
fiscal yearend remained in line with our internal expectations with
available credit lines and cash of $626.3 million, comprised of
$199.7 million in cash and $426.6 million of credit lines,
excluding $13.1 million exclusively for letters of credit.
"Internal forecasts anticipate improved sales and adjusted EBITDA
for fiscal year 2017 when compared to 2016. Consistent with trends
over the last several years, we are forecasting increased sales and
adjusted EBITDA in the second half of fiscal year 2017 versus the
first half of the year. Additionally, during fiscal year 2017 we
are targeting approximately $15.0 million of capital expenditures
for maintenance and roughly $8.0 million related to rebuilding a
warehouse damaged by fire in Zimbabwe that is covered by
insurance.
"Global crop production will decrease further this next year in
line with the market tightening in various origins and qualities.
We will continue to monitor our customers' evolving requirements
and supply chain simplification strategies, while we further
strengthen our operations, leverage our improved global footprint
and step further up the supply chain. Some manufacturers' partial
vertical integration strategies continue to reverse as they seek to
gain efficiency benefits and costs savings, while further
leveraging compliant leaf merchants' capabilities. These changes
present opportunities for growth. We will continue to focus on
enhancing best agricultural practices globally and further improve
sustainability programs essential to our Company, our customers and
the local communities in which we operate.
Mr. Sikkel, concluded, "Our employees' dedication, professionalism
and perseverance through the recent global oversupply conditions
and our restructuring initiatives have further positioned our
company for success. We believe new growth opportunities are
present and we are taking steps required to enhance our position as
a preferred supplier to our global, well-positioned customers.
Addressing challenges and customer requirements proactively, while
executing on our well-measured strategy, is anticipated to increase
shareholder value."
As of March 31, 2016, available credit lines and cash were $626.3
million, comprised of $199.7 million in cash and $426.6 million of
credit lines, of which $10.3 million was available under the U.S.
revolving credit facility for general corporate purposes and $416.3
million of foreign seasonal credit lines excluding $13.1 million
exclusively for letters of credit.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/Kzuizb
About Alliance One
Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco. The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.
* * *
As reported by the TCR on June 7, 2016, Moody's Investors Service
affirmed Alliance One International, Inc.'s 'Caa2' Corporate
Family Rating and revised the rating outlook to positive from
negative. Alliance One's 'Caa2' Corporate Family Rating reflects
Moody's expectation that credit metrics and liquidity will remain
weak over the next 12 to 18 months.
The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.
ALTERNATIVES LIVING: Gilmore Approved to Conduct Auction
--------------------------------------------------------
Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized Alternatives Living, Inc.
to auction its real property known as 303 Morrison Rd., New
Orleans, LA; and employ Sperry Van Ness/Gilmore Auction & Realty
Company to conduct the auction ("Auctioneer").
A hearing on the Motion was held on June 22, 2016.
The Auctioneer will conduct the sale via auction of property in
accordance with the Exclusive Rights of Sale Auction Listing
Agreement ("Auction Agreement"). The sale of the property will be
"as is" without any warranty whatsoever, even as to title, free and
clear of all liens.
A copy of the Auction Agreement attached to the Order is available
for free at:
http://bankrupt.com/misc/Alternatives_L_238_Sale_Ord.pdf
About Alternatives Living
Alternatives Living, Inc., is a Louisiana non-profit that provides
homeless, displaced and mentally or physically disabled individuals
with home and community based support services. It is primarily
funded through Medicaid contracts and was a qualified provider
under the Louisiana Department of Health and Hospital Permanent
Supportive Housing program. Its officers and directors are: CEO
and director Melanie Duplechain; Director Ada Craig-Roberson; and
CFO and Director Rickey Roberson.
Alternatives Living filed for Chapter 11 bankruptcy (Bankr. E.D.
La. Case No. 15-12308) on Sept. 9, 2015. The Hon. Elizabeth W.
Magner presides over the case. The petition was signed by Rickey
Roberson, the CFO.
Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as the
Debtor's counsel.
Alternatives Living estimated assets in the range $500,000 to $1
million; and $1 million to $10 million in debt.
AMANS HOSPITALITY: Wants Extension of Time to Confirm Plan
----------------------------------------------------------
Amans Hospitality, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio to extend the time for the Debtor to
confirm a Plan of Reorganization in a Small Business Case.
On May 27, 2016, the Debtor filed its Second Small Business Plan of
Liquidation and its Second Small Business Disclosure Statement
Dated May 27, 2016.
The Court granted a First Motion to Extend Time to Confirm a Plan
of Reorganization in a Small Business Case. The delay in
confirming the plan has been a result in the delay in closing the
sale of the property to Findlay Hotels, LLC. Findlay had to work
out new financing with its mortgage lender because of the prior
delay in the case, which caused its loan approval to expire and it
had to get a new loan approval which it did as of July 11, 2016.
The Debtor now fully expects to close the sale of its property by
July 19, 2016. The Debtor has confirmed that the sale will close
with Findlay's lender as well as Findlay. Findlay has arranged
$650,000 for closing and has provided proof of the funds to the
Debtor and its counsel.
The Debtor contends that upon closing of the sale it will be able
to confirm its plan and requests that the confirmation hearing be
continued to July 20, 2016, or July 21, 2016.
The Debtor is requesting the extension to allow the time needed to
close the pending sale that has already been approved by the Court.
The only delay has been on the buyer side to get its final
approvals worked out with its lender.
The Debtor's counsel can be reached at:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
E-mail: joyce@joycelindauer.com
Headquartered in Plano, Texas, Amans Hospitality, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
15-42056) on Nov. 16, 2015, estimating its assets and liabilities
at between $1 million and $10 million each. The petition was
signed by Sewa S. Bhinder, president.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
serves as the Debtor's bankruptcy counsel.
AMC ENTERTAINMENT: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
(CFR) of AMC Entertainment Inc. (AMC) and changed the outlook to
negative, from stable. Moody's has also affirmed AMC's B1-PD
Probability of Default Rating (PDR), Ba1 senior secured rating, and
B2 senior subordinated rating. The action follows the announcement
by AMC to purchase Odeon & UCI (Odeon), a European theatre
operator, for $1.2 billion (excluding fees and other transaction
costs) funded with a combination of cash and stock. The purchase
price values the company at approximately 9.1x EV/EBITDA. AMC is
expected to issue approximately $1.2 billion of debt to execute the
deal including a $525 million term loan B and $675 million
subordinated bridge loan. The existing debt at Odeon will be
retired at close, scheduled for the forth quarter of 2016. While
the transaction is subject to customary regulatory review and
approvals, Moody's believes there is high probability the deal will
close as planned.
Issuer: AMC Entertainment Inc.
Affirmations:
-- Probability of Default Rating, Affirmed B1-PD
-- Corporate Family Rating, Affirmed B1
-- Senior Subordinated Regular Bond/Debenture due 2022 & 2025,
Affirmed B2 (LGD5)
-- Senior Secured Revolving Credit Facility due 2020, Affirmed
Ba1 (LGD2)
-- Senior Secured Term Loan B due 2022, Affirmed Ba1 (LGD2)
Unchanged:
-- Speculative Grade Liquidity Rating, Unchanged at SGL-2
Outlook Actions:
-- Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Moody's said, "The negative outlook incorporates a material rise in
leverage, substantial exposure to currency risk and the potential
for weaker pound and euro-based earnings, uncertainties stemming
from the exit of the UK from the European Union, and elevated
transaction execution and integration risks with the acquisition of
two major transactions, simultaneously. In addition, we believe the
ultimate mix used in financing Odeon could have to the potential to
pressure certain instrumental level ratings.
"With respect to leverage, Moody's anticipates pro forma (including
both Odeon and Carmike acquisitions) leverage to be near 5.5x
(Moody's adjusted Debt/EBITDA) for the last twelve months ended
March 31, 2016. We expect AMC to reduce leverage back to below
5.25x (Moody's adjusted) over the next 18-24 months through organic
EBITDA growth and debt reduction, with little benefit attributed to
deal synergies which could be significant but outside this time
horizon. Prior to the transaction, AMC's leverage for the last
twelve months ended was 4.8x (Moody's adjusted), which was in line
with our expectations for the company."
The affirmation of the B1 CFR reflects the historical profile of
the company, as well as the added benefits of the Odeon
Transaction, reflecting the company's liberal use of operating cash
flow to fund shareholder distributions and the constraints imposed
by a mature industry experiencing a secular decline in attendance.
Additionally, the company is challenged by a dependence on a
limited number of movie studios, an unpredictable box office
result, and emerging competitive threats. Despite these challenges,
the company is one of the four largest operators in the US and has
resiliently prevailed during the US decline in attendance. In
addition, the company benefits from barriers to entry into the
first-run window for theatrical distribution, pricing power, high
margins, and good liquidity.
Moody's said, "The Odeon transaction, in combination with Carmike,
further strengthens its position by increasing its scale and
geographic diversification. With Odeon, we expect well over 25% of
the company's revenue, attendance, and circuit assets will reside
outside the US. In addition, the new assets establish an
underserved European platform to expand and capitalize on its
successful operational US initiatives to upgrade the customer
experience with luxury seating, enhanced dining, and premium audio
and visual equipment. The deal also strengthens its negotiating
position in the Carmike deal which lowers some of the risk factors
we had initially contemplated."
AMC, 78% owned by Dalian Wanda Group Co., Ltd. (Wanda), and
headquartered in Leawood, Kansas, operates 389 theaters with 5,380
screens, primarily in major metropolitan markets in the United
States. With 2015 revenue of approximately $2.9 billion, AMC is the
currently the second largest theatre operator in the US. Assuming
AMC successfully acquires both Carmike and Odeon, the combined
company will have over 900 theatres and 10,000 screens across the
US and Europe, with annual revenues over $5 billion.
ANN CROCKETT: Unsecureds to Get 50% Recovery Under Plan
-------------------------------------------------------
Ann M. Crockett filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a third amended disclosure
statement.
The general unsecured portion of First Secure Bank and Trust Co.'s
claim -- in Class 7 -- will be paid 50% of the allowed claim
amount. Interest will not be paid on unsecured claims. The
holders of remaining general unsecured priority claims will be paid
50% of their allowed claim amount. Interest will not be paid on
unsecured claims.
Payments and distributions under the Plan will be funded from
income earned from the Debtor's business, That Girl Boutique, in
the amount of approximately $2,000 monthly, and Social Security
Income in the amount of $1,200 monthly.
Objections to the adequacy of disclosure and confirmation of the
Plan must be filed by Aug. 20, 2016.
A full-text copy of the Third Amended Disclosure Statement dated
July 6, 2016, is available at:
http://bankrupt.com/misc/ilnb15-13859-159.pdf
The Third Amended Disclosure Statement was filed by the Debtor's
counsel:
Thomas M. Britt, Esq.
Law Offices of Thomas M. Britt, PC.
7601 W. 19lst Street, Suite 1W
Tinley Park, IL 60487
Tel: (815) 464-5533
Since 2000, Ann M. Crockett has been in the business of acting as a
boutique owner for That Girl Boutique, a retail clothing store.
She also earns income from Social Security. She filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-13859).
ANTILLES CARPET: Disclosure Statement Hearing on August 24
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on August 24, at 9:00 a.m., to consider the
disclosure statement detailing Antilles Carpet, Inc.'s Chapter 11
plan.
Objections to the disclosure statement must be filed not less than
14 days prior to the hearing.
Antilles Carpet can be reached through:
Carmen D. Conde Torres, Esq.
C. Conde & Assoc.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
Email: condecarmen@condelaw.com
About Antilles Carpet
Antilles Carpet, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 16-01724) on March 3,
2016. The petition was signed by John Hernandez Vazquez,
vice-president.
The case is assigned to Judge Brian K. Tester.
At the time of the filing, the Debtor disclosed $224,281 in assets
and $3.13 million in liabilities.
AOG ENTERTAINMENT: Committee Taps Zolfo as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of AOG Entertainment,
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire Zolfo Cooper, LLC as its financial
advisor.
The firm will provide these services:
(a) monitor the cash flow and operating performance of AOG
Entertainment and its affiliates, including:
(i) comparing actual financial and operating results to
plans,
(ii) evaluating the adequacy of financial and operating
controls,
(iii) tracking the progress of the Debtors or their
professionals relative to developing and implementing
programs such as preparation of a business plan, and
identifying and disposing of non-productive assets,
and
(iv) preparing periodic presentations to the committee
summarizing findings and observations resulting from
the firm's monitoring activities.
(b) analyze and comment on operating and cash flow
projections, business plans, operating results, financial
statements, other documents and information provided by
the Debtors or their professionals;
(c) advise the committee concerning interfacing with the
Debtors, other constituencies and their respective
professionals;
(d) prepare for and attend meetings of the committee;
(e) analyze claims and perform investigations of potential
preferential transfers, fraudulent conveyances, and other
transactions;
(f) analyze and advise the committee about the Debtors'
proposed Chapter 11 plan and the underlying business
plan; and
(g) prepare an expert report and provide testimony, as
required.
The billing rates for professionals who may represent the committee
in effect as of July 1, 2016, are:
Managing Directors $810 - $1,010
Professional Staff $280 - $810
Support Personnel $60 - $ 275
David Orlofsky, senior managing director of Zolfo, disclosed in a
court filing that the firm does not hold or represent any interests
adverse to the Debtors and their creditors.
The firm can be reached through:
David Orlofsky
Zolfo Cooper LLC
Grace Building
1114 Avenue of the Americas, 41st Floor
New York, NY 10036
Phone: +1 212 561 4000
Fax: +1 212 213 1749
About AOG Entertainment
CORE Entertainment Inc. and its subsidiaries own, produce, develop
and commercially exploit entertainment content. The Company's
portfolio of world-class brands and entertainment properties
includes participation in the "IDOL"-branded shows, including
American Idol, Deutschland sucht den Superstar, Nouvelle Star and
more than fifty other franchises shown around the world, and the
popular television series "So You Think You Can Dance". The
Company conducts its primary business activities through its
subsidiary groups, including 19 Entertainment.
CORE Entertainment Inc. and 47 other affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087
to 16-11134, respectively) on April 28, 2016, two days prior to the
expiration of their forbearance agreement with (a) certain lenders
holding the requisite amount of loans under a first lien term loan
facility; and (b) Crestview Media Investors, L.P., as lender under
the first lien term loan facility and a second lien term loan
facility. Pursuant to the Forbearance Agreements, the lenders
agreed to forbear from exercising their remedies on account of any
missed payments or certain alleged defaults under the Term Loan
Agreements.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.
The cases are pending joint administration under AOG Entertainment,
Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein.
APEX ENDODONTICS: Plans to Pay Creditors 100-Cents-on-the-Dollar
----------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Apex Endodontics of TN,
PLLC to use cash collateral through November 25, 2016.
The Debtor represented that it intends to file a plan of
reorganization paying creditors in full on or before July 18, 2016,
as a condition to the use of cash collateral, as well as a
condition to the Secured Creditors not demanding adequate
protection.
Judge Harrison granted each Secured Creditor a replacement security
interest under 11 U.S.C. Section 361(2) in the Debtor's
post-petition property and proceeds thereof, to the same extent and
priority as their respective purported security interest in the
Debtor's pre-petition property and the proceeds thereof.
A full-text copy of the Agreed Order, dated July 12, 2016, is
available at https://is.gd/R29nTQ.
Live Oak Banking Company is represented by:
Aaron J. Nash, Esq.
EVANS PETREE PC
2550 Meridian Boulevard, Suite 200
Franklin, TN 37067
Telephone: (615)567-8161
Facsimile: (901)271-0900
Email: anash@evanspetree.com
About Apex Endodontics of TN, PLLC
Apex Endodontics of TN, PLLC, sought protection under Chapter 11
(Bankr. M.D. Tenn. Case No. 16-01708) on March 10, 2016. The
petition was signed by Graham Locke, DDS, member. The Debtor is
represented by Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC.
The case is assigned to Judge Marian F. Harrison. The Debtor
estimated assets of $500,000 to $1 million and debts of $1 million
to $10 million at the time of the filing.
ARIANA PROPERTIES: Court Issues Final Cash Collateral Order
-----------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida in Jacksonville issued his Final Order
authorizing Ariana Properties, LLC to use Cash Collateral.
The Final Order will stay in effect through the Distribution Date
as defined in the Combined Disclosure Statement and Chapter 11 Plan
of Reorganization.
A full-text copy of the Order, dated July 12, 2016, is available at
https://is.gd/583Zuk.
Ariana Properties, LLC, sought protection under Chapter 11 (Bankr.
M.D. Fla. Case No. 15-03146) on July 13, 2015. The petition was
signed by Abdul Kani, RMD, member manager. The Debtor is
represented by Jason A Burgess, Esq., at The Law Offices of Jason
A. Burgess, LLC. The Debtor estimated assets of $70 and debts of
$1.2 million.
ASTROTURF LLC: U.S. Trustee Appoints Richard Runkles to Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee on July 8 appointed Richard Runkles
of Brock International to serve on the official committee of
unsecured creditors of AstroTurf, LLC.
The bankruptcy watchdog had earlier appointed Tim Keene of TPK
Inc., Joseph Smith of SCG Fields LLC, and Ryan Gentry of Texas
Sports Builders to the Creditors' Committee.
Mr. Runkles' contact information is:
Richard Runkles
Brock International
3090 Sterling Circle
Unit 102
Boulder, CO 80301
Email: rrunkles@brock-international.com
Phone. (303) 544-5800
Fax: (303) 544-1273
About AstroTurf LLC
AstroTurf, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Ga. Case No. 16-41504) on June 28, 2016. The
petition was signed by Sean M. Harding, chief restructuring
officer.
The case is assigned to Judge Paul W. Bonapfel. The Debtor is
represented by Paul K. Ferdinands, Esq., at King & Spalding LLP.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
AURORA DIAGNOSTICS: Names Michael Grattendick CFO
-------------------------------------------------
Aurora Diagnostics, the leading independent specialized laboratory
company focused on anatomic pathology and cancer diagnostics in the
United States, announced that it has promoted Michael Grattendick
to chief financial officer.
Mr. Grattendick previously held the title of vice president of
finance, controller and treasurer.
"As Aurora has grown, Michael has successfully taken on greater
responsibility and done an excellent job heading our Finance
Department these past three years," said Daniel D. Crowley,
president, CEO and Chairman of Aurora Diagnostics. "This promotion
to Chief Financial Officer recognizes his valuable leadership in
planning and executing the financial strategies of the Company."
Before joining Aurora in 2006, Mr. Grattendick served in a number
of healthcare industry positions, including AmeriPath, Palm Beach
Gardens, where he served as regional controller, finance director,
and director of internal control; and Barnes-Jewish Hospital, St.
Louis, MO, where he was senior accountant. Mr. Grattendick earned
a Bachelor of Science degree in accounting from Southern Illinois
University-Edwardsville and is a certified public accountant.
Mr. Grattendick oversees Aurora's financial operations, including
internal and external financial reporting, treasury, audit and
internal control, risk management and insurance, budgeting and
forecasting, accounts payable, and payroll.
"This is an exciting time for Aurora as it continues to grow and
plays an increasingly important role in the rapidly changing field
of cancer diagnostics," Mr. Grattendick said. "I'm proud to be
part of the leadership team of this dynamic organization."
About Aurora Diagnostics
Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers. The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.
Aurora Diagnostics reported a net loss of $83.4 million on $264
million of net revenue for the year ended Dec. 31, 2015, compared
to a net loss of $55.5 million on $243 million of net revenue for
the year ended Dec. 31, 2014. As of Dec. 31, 2015, Aurora
Diagnostics had $263 million in total assets, $453 million in total
liabilities and a $191 million total members' deficit.
* * *
As reported by the Troubled Company Reporter on April 14, 2016,
Moody's Investors Service downgraded the Corporate Family Rating of
Aurora Diagnostics Holdings, LLC to Caa3 from Caa2 and the
Probability of Default Rating to Caa3-PD from Caa2-PD. The
downgrade reflects Moody's heightened expectation that Aurora
will pursue some transaction within the next 12 months which the
rating agency would consider a default. This could include a
transaction which Moody's considers a distressed debt exchange, or
a bankruptcy filing.
Aurora Diagnostic carries a 'CCC+' corporate credit rating from
Standard & Poor's Ratings Services.
AWR WHOLESALE: Seeks Authorization to Use Cash Collateral
---------------------------------------------------------
AWR Wholesale Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for authorization to use cash collateral.
The Debtor anticipates that it will continue to sell inventory. It
tells the Court that it will vacate its premises, located at 436
Lafayette Street in New York City, at the end of August 2016, and
will transfer its inventory to a warehouse in Brooklyn. The Debtor
further tells the Court that it will transition to a business model
predicated on internet sales. The Debtor believes that this
organizational restructuring will net monthly savings in rent and
payroll of approximately $35,000.
The Debtor indicates that the proceeds generated from current and
future sales may constitute cash collateral of certain secured tax
claims of the Internal Revenue Service, the New York State
Department of Taxation and Finance and New York City Department of
Finance in the respective amounts of $63,280.67, $3,247.62 and
$36,299.68.
The Debtor seeks to use Cash Collateral for (a) care, maintenance
and preservation of the Debtor's assets; and (b) payment of
necessary business expenses.
The Debtor proposes to grant the Taxing Authorities a replacement
lien on assets acquired after Petition Date to the same extent,
validity, and priority as existed on the Petition Date. The Debtor
asserts that the Taxing Authorities will be adequately protected by
the granting of a replacement lien.
The Debtor's proposed Budget is for a period of seven months,
starting on June 9, 2016 and ending on December 31, 2016. The
Budget provides for total operating disbursements in the amount of
$451,447.55 and total restructuring expenses in the amount of
$25,000.
A full-text copy of the Debtor's Motion, dated July 12, 2016, is
available at https://is.gd/ho5t12.
A full-text copy of the Debtor's Budget, dated July 12, 2016, is
available at https://is.gd/upinPZ.
AWR Wholesale Inc, sought protection under Chapter 11 (Bankr.
S.D.N.Y. Case No. 16-11691) on June 9, 2016. The petition was
signed by Alan Moss, president. The Debtor is represented by
Gilbert A. Lazarus, Esq., at Law Office of Gilbert A. Lazarus,
PLLC. The Debtor estimated assets of $1 million to $10 million and
debts of $100,000 to $500,000.
BAILEY TOOL: Wants to Use Comerica, Republic Cash Collateral
------------------------------------------------------------
Bailey Tool & Manufacturing Company and its affiliated Debtors ask
the U.S. Bankruptcy Court for the Northern District of Texas for
authorization to use Cash Collateral.
The Debtors relate that Comerica Bank is their primary pre-petition
secured creditor. The Debtors further relate that Comerica's liens
extend to substantially all of the Debtors' assets with the sole
exception of their 105,000 square foot facility located at 600 W.
Beltline Rd., Lancaster, Texas.
The Court previously authorized the Debtors to use Comerica's cash
collateral through June 4, 2016. Comerica consented to the
continued use of its cash collateral until July 8, 2016.
"The Debtors have brought in substantial new business and will be
billing several hundred thousands of dollars over the next two
weeks alone, further increasing their profitability. If the
Debtors are forced to shut down operations at this critical time,
these immediate significant billings and the future new business
opportunities will be lost and all creditors, including Comerica,
will suffer. Comerica asserts a lien on generally all of the
Debtors’ assets. Republic Business Credit, LLC, also allegedly
asserts a lien on the Debtors' pre-petition accounts receivable,
although the Debtors contend that Republic has no further interest
in the Debtors’ assets and has been paid in full. The Debtors'
Accounts and the proceeds from the Debtors' accounts receivable
constitute cash collateral pursuant to Section 363(a) of the
Bankruptcy Code. The Debtors require the use of Comerica's and
Republic's alleged cash collateral to continue the operation of
their business and will suffer irreparable and immediate harm if
they are not granted the relief requested. An immediate and
critical need exists for the Debtors to obtain funds in order to
continue the operation of the Debtors' metal fabrication business,
and without such funds, the Debtors will not be able to pay payroll
and other direct operating expenses and obtain goods and services
needed to carry on their business during this sensitive period in a
manner that will avoid irreparable harm to their estates. The
Debtors' ability to use Cash Collateral is vital to the confidence
of the Debtor's customers and clients, employees, vendors, and
suppliers of goods and services and to the preservation and
maintenance of the going concern value of the Debtors' estates,"
the Debtors contend.
A full-text copy of the Debtor's Motion, dated July 11, 2016, is
available at https://is.gd/gDPgaI
About Bailey Tool & Manufacturing Company
On February 1, 2016, Bailey Tool & Manufacturing Company and its
affiliated debtors filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 16-30503) and is represented by Melissa S. Hayward,
Esq., at Franklin Hayward LLP in Dallas, Tex.
The cases are assigned to Judge Barbara J. Houser. The petition
was signed by John Buttles, president. The Debtors estimated both
assets and liabilities in the range of $1 million to $10 million.
BAY THREE: Sale of Assets to Ciardi and Rotunda for $650K Approved
------------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized Bay Three Ltd., Inc. to sell its
assets to Carol Ciardi and Gerald Rotunda ("Ciardi and Rotunda")
for $650,000.
A hearing on the Sale Motion and auction of the assets was held on
June 13, 2016.
The sale is free and clear of all liens, claims, encumbrances and
interests.
Judge Kaplan held that the purchase price offered by Ciardi and
Rotunda for the assets is fair and reasonable; will provide a
greater recovery for the creditors of the chapter 11 estate than
would be provided by any other practical available alternative; and
constitutes reasonably equivalent value and fair consideration
under the Bankruptcy Code and under the laws of the United States.
About Bay Three
Bay Three Ltd., Inc., sought Chapter 11 protection (Bankr. D. N.J.
Case No. 12-15866) on March 7, 2012. Judge Michael B. Kaplan is
assigned to the case. Timothy P. Neumann, Esq. at Broege, Neumann,
Fischer & Shaver serves as the Debtor's counsel. The Debtor
estimated assets of $130,705 and $2,115,744 in debt. The petition
was signed by Anthony Baiamonte, III, president.
BAYLESS HESTER III: Plan Admin's Bid for Sanctions Denied
---------------------------------------------------------
In the case captioned In re: BAYLESS MILTON HESTER, III, a/k/a B.M.
HESTER, and EVELYNN JORDAN HESTER, Debtors, Case No. 87-70262-hdh11
(Bankr. N.D. Tex.), Judge Harlin DeWayne Hale of the United States
Bankruptcy Court for the Northern District of Texas, Wichita Falls
Division, denied the motion for sanctions and motion for order to
show cause that was filed by the plan administrator against Great
Southern Oil and Gas Co., Inc. and its officers, James A. Gee and
Donna M. Gee.
"In these Motions, the Administrator sought damages in the form of
civil contempt sanctions, but the Sale Order did not contain a
requirement that Great Southern perform or refrain from performing
any specific act. The Court, therefore, cannot award damages in
the form of sanctions on the pleadings filed because the facts do
not clearly and convincingly support a finding of civil contempt,"
Judge Hale said.
The ruling is without prejudice to the administrator bringing an
adversary proceeding.
A full-text copy of Judge Hale's July 11, 2016 order and memorandum
opinion is available at
http://bankrupt.com/misc/txnb87-70262-1503.pdf.
BBB, LLC: Parcel G-1 Sale to YYD for $850,000 Approved
------------------------------------------------------
Judge Frank J. Santoro of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized BBB, LLC, to sell the real property
("Parcel G-1") it owns located at 1301 Yacht Drive, Chesapeake,
Virginia for $850,000 to Yacht Drive Development, LLC, or its
assigns ("YYD").
A hearing on the Sale Motion was held on June 14, 2016.
The sale of Parcel G-1 is free and clear of any lien, claim or
interest.
The title company or closing agent presiding over the conveyance
under the Sale Agreement is authorized to:
a. Pay directly at closing all costs of closing, excluding
professional fees of the Debtor;
b. Pay directly to the City of Chesapeake at closing the
Chesapeake Indebtedness; and,
c. Pay directly to The Bank of Hampton Roads at closing the
net proceeds of the sale, or, the Purchase Price less all ordinary
and standard costs of closing and the Chesapeake Indebtedness.
A copy of the Legal Description of Parcel G-1 and the Sale
Agreement attached to the Order is available for free at:
http://bankrupt.com/misc/BBB_LLC_92_Sale_Ord.pdf
About Yacht Drive
Yacht Drive Development, LLC, is a limited liability company
organized under the laws of the Commonwealth of Virginia, which
operates as a small sub-divider and real estate developer located
in the Chesapeake, Virginia. YDD's principal place of business is
1316 Yacht Drive, Chesapeake, Virginia 23320, which adjoins the
Debtor's properties.
About BBB, LLC
BBB, LLC, sought Chapter 11 protection (Bankr. E.D. Va. Case No.
15-71735) on May 19, 2015, in Norfolk, Virginia. The case judge is
the Hon. Frank J. Santoro. The Debtor estimated assets and debt of
$1 million to $10 million.
BBB is a limited liability company organized under the laws of the
Commonwealth of Virginia, which operates as a commercial property
owner and developer located in Chesapeake, Virginia. BBB filed for
bankruptcy to prevent a foreclosure sale initiated by First
Community Bank against the real property located at 1447 Precon
Drive, Chesapeake, Virginia.
No trustee has been appointed in this case, and the Debtor is a
debtor in possession having the rights, powers and duties afforded
a trustee according to 11 U.S.C. Sec. 1101(1), 1107, and 1108. No
committee of unsecured creditors has been appointed.
BEANSTOCK MEDIA: Trustee Selling Onswipe Assets for $20K
--------------------------------------------------------
David W. Carickhoff, the chapter 7 trustee of the estate of
Beanstock Media, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to authorize the sale of certain of the
Debtor's domain names, source code, trademarks, social media
accounts and other assets related to the Debtor's "Onswipe"
business ("Acquired Assets") to PulsePoint, Inc. for $20,000,
subject to overbid.
A hearing for the Motion is set for Aug. 11, 2016 at 11:30 a.m.
(ET) and the objection deadline is on Aug. 4, 2016 at 4:00 p.m.
(ET).
Since the Petition Date, the Trustee has engaged in a process
designed maximize the value of the Debtor's assets through a sale
process. The Trustee has received various indications of interest
for certain of the Debtor's assets, including the Acquired Assets.
The Purchase Agreement with the Buyer is the culmination of the
Trustee's efforts with respect to the Acquired Assets and
represents the highest and best offer received by the Trustee to
date.
The Trustee submits that a successful sale of the Acquired Assets
free and clear of liens, claims, and encumbrances is the best way
to maximize the value of the Debtor's under the facts and
circumstances of this case.
The Purchase Agreement contemplates the sale of the Acquired
Assets, subject to higher and/or better bids, on terms that include
the following:
a) Purchase Price/Deposit - The purchase price for the
purchase, sale, assignment and conveyance of Debtor's right, title
and interest in and to the Acquired Assets will be 20,000.
b) Assets to be Sold - The assets being sold under the
Purchase Agreement are described in Section 1.01 of the Purchase
Agreement and include all domain names, source code, trademarks,
social media accounts and other assets related to the Debtor's
"Onswipe" business set forth on Schedule 1.01.
c) Excluded Assets - For the avoidance of doubt, the
following, without limitation, are Excluded Assets, (i) any
personally identifiable information of the Debtors' former
employees, (ii) any cash of the Debtor, (iii) any accounts
receivable of the Debtor, (iv) any deposits of the Debtor, and (v)
any causes of action of the Debtor.
d) Closing - Closing will occur on the within 10 days after
the sale of the Acquired Assets is approved by an order of the
Bankruptcy Court in a form reasonably acceptable to Buyer ("Sale
Order").
e) Subject to Higher and Better Offers - The Purchase
Agreement and sale contemplated therein is subject to higher and
better offers.
Although the Purchase Agreement is the culmination of substantial,
good-faith and arms'-length negotiations, the Purchase Agreement is
subject to higher or better offers. If the Trustee receives any
higher and better offers, he will conduct an auction before the
sale hearing. A higher and better offer must be for cash in an
amount not less than the Purchase Price.
Counsel for the Chapter 7 Trustee:
Alan M. Root
ARCHER & GREINER, P.C.
300 Delaware Avenue, Suite 1100
Wilmington, DE 19801
Telephone: (302) 777-4350
Facsimile: (302) 777-4352
E-mail: aroot@archerlaw.com
About Beanstock Media
Beanstock Media, Inc. is a publisher trading desk. The company
operates Helix platform, a cloud based solution that provides a
cloud based yield management system, which aggregates demand from
available sources simultaneously to ensure maximum yield for
publishers. Beanstock Media was incorporated in 2010 and is based
in San Francisco, CA.
On Oct. 7, 2015, an involuntary petition for relief was filed
against Beanstock Media under chapter 7 of the Bankruptcy Code
(Bankr. D. Del. Case No. 15-12077). On Nov. 13, 2015, the Debtor
filed an answer to the involuntary petition. On Jan. 5, 2016, an
order for relief in the involuntary case was entered.
On Jan. 6, 2016, David W. Carickhoff was appointed as chapter 7
trustee of the Debtor’s estate pursuant to Section 701(a) of the
Bankruptcy Code.
BELK INC: Bank Debt Trades at 19% Off
-------------------------------------
Participations in a syndicated loan under BELK Inc. is a borrower
traded in the secondary market at 80.90 cents-on-the-dollar during
the week ended Friday, July 8, 2016, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents an increase of
2.15 percentage points from the previous week. BELK, Inc pays 450
basis points above LIBOR to borrow under the $1.5 billion facility.
The bank loan matures on Nov. 19, 2022 and carries Moody's B2
rating and Standard & Poor's B+ rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended July
8.
BOART LONGYEAR: Moody's Cuts CFR to Caa2, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Boart Longyear Limited's
Corporate Family Rating (CFR) to Caa2 from Caa1 and Probability of
Default rating to Caa2-PD from Caa1-PD. Moody's also downgraded
Boart Longyear Management Pty Limited's senior secured note rating
to Caa1 from B3 and senior unsecured note rating to Caa3 from Caa2.
The speculative grade liquidity rating was changed to SGL-3 from
SGL-2. The rating outlook is negative.
The downgrade of the CFR to Caa2 reflects the ongoing pressure in
the mining industry, which continues to face a low price
environment, reduced exploration budgets and reductions in capital
expenditures and new project development. This directly impacts
Boart's two main business segments: drilling services and drilling
products. Moody's said, "We do not view the current conditions as a
normal cyclical downturn and expect the challenging environment to
last through 2016 and 2017. While approximately 47% of Boart's
drilling services revenues are derived from activity in the gold
industry and gold prices have steadily moved upwards through 2016
on economic and political concerns, we do not expect the gold
industry to significantly change its cautious approach to
exploration and investment, although some incremental improvement
is likely."
Downgrades:
Issuer: Boart Longyear Limited
-- Corporate Family Rating, downgraded to Caa2 from Caa1
-- Probability of Default, downdraded to Caa2-PD from Caa1-PD
-- Speculative Grade Liquidity Rating, changed to SGL-3 from
SGL-2
Issuer: Boart Longyear Management Pty Limited
-- Senior Secured Regular Bond/Debenture Oct 1, 2018, downgraded
to Caa1 (LGD3) from B3 (LGD3)
-- Senior Unsecured Regular Bond/Debenture Apr 1, 2021,
downgraded to Caa3 (LGD5) from Caa2 (LGD5)
Outlook Actions:
Issuer: Boart Longyear Limited
-- Outlook, Negative
-- Issuer: Boart Longyear Management Pty Limited
-- Outlook, Negative
RATINGS RATIONALE
The Caa2 CFR reflects the weak earnings generation capacity of the
company, its high leverage and the difficult conditions it faces
given the pull back by the mining industry, particularly the gold
industry, in the drilling service areas that Boart provides. The
gold and copper industries account for approximately 63% (gold 47%)
of revenue in the drilling services segment, the dominant revenue
driver. Given the mining industry's focus on cost containment,
investment discipline and reduced exploration and development run
rates, these challenging market conditions are expected to continue
through 2016 and 2017 and result in continued pressure on debt
protection metrics. However, Boart continues to focus on cost
reduction with over $125 million of reductions achieved in 2015.
While performance indicators for the first quarter ended March 31,
2016 point to a stabilization in rig utilization this is at very
low levels ( likely in the low 30% range -- 2015 was 36%); thereby
maintaining continued pressure on performance and pricing, although
the company has benefitted from productivity improvements. At the
current quarterly EBITDA run rate annualized, debt protection
metrics are quite weak, EBITA/interest remains negative, and
leverage would indicate an unsustainable capital structure. The
rating also incorporates the company's contracted liquidity
position, which however is expected to be adequate to meet its
requirements in 2016 as the company focuses on managing to a cash
break even position. Should market conditions deteriorate from
current expectations and current run rates, liquidity would be
pressured.
The Caa2 CFR considers the company's position as a leading global
supplier of drilling services and complementary drilling products,
principally to the mineral mining industry, particularly the gold
industry, but also to the environment and infrastructure end
markets. Nonetheless, until market conditions materially improve,
earnings performance, cash flow generation and debt protection
metrics will remain weak.
The SGL-3 speculative grade liquidity rating reflects the company's
reduced cash position of $71 million at March 31, 2016, while
availability under the $40 million asset based lending facility was
only $10 million. Liquidity during the first half of the year is
impacted by seasonal requirements, which typically turn cash
positive in the second half. The SGL-3 anticipates that this will
occur. In addition, the company also has two large debt maturities
with the $195 million senior secured notes and the $105 million
term loan tranche B both due October 1, 2018. The Tranche B term
loan is held by Centerbridge Partners, L.P.(Centerbridge -- holds
49.9% of voting shares) and has the same security package as the
senior secured notes. The tranche A term loan is also held by
Centerbridge. Interest on both term loans is accreting.
Moody's said, "The negative outlook reflects our expectation that
industry conditions will remain weak and any increased activity in
the gold industry will be slow and measured. Consequently
improvement in Boart's performance will be protracted and further
stress the company's liquidity position."
The Caa1 rating on the senior secured 10% notes reflects their
priority position in the capital structure relative to the amount
of unsecured liabilities. The notes have a first lien on the
non-working capital assets and a third lien on the working capital
assets of the ABL guarantors. This security is shared with the Term
Loan -- tranche B (unrated) lender -- Centerbridge. The Caa3 rating
on the senior unsecured notes reflects their junior position
relative to the amount of secured debt and priority payables and
the higher likelihood of loss.
The ratings could be downgraded should liquidity not improve on the
seasonal second half release and experience a material
deterioration, or the company not be able to achieve its objective
to be free cash flow breakeven. Given the weakness expected in
Boart's key markets and metrics over the next twelve to eighteen
months, a rating upgrade is unlikely.
Headquartered in Salt Lake City, Utah, Boart Longyear Limited is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services and
complimentary drilling products and equipment, principally for the
mining and metals industries. Revenues for the twelve months ended
March 31, 2016 were $690 million, down approximately 6% from the
$735 million in revenues for fiscal 2015. Centerbridge holds 49.9%
of the voting shares.
BRAND ENERGY: Bank Debt Trades at 2% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 97.75 cents-on-the-dollar during the week ended Friday,
July 8, 2016, according to data compiled by LSTA/Thomson Reuters
MTM Pricing. This represents an increase of 0.80 percentage points
from the previous week. Brand Energy pays 375 basis points above
LIBOR to borrow under the $1.225 billion facility. The bank loan
matures on Nov. 12, 2020 and carries Moody's B2 rating and Standard
& Poor's B rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 8.
C & D PRODUCE: Seeks Cash Collateral Use Through Oct. 31
--------------------------------------------------------
C & D Produce Outlet, Inc. and C & D Produce Outlet - South, Inc.
ask the U.S. Bankruptcy Court for the Southern District of Florida,
to authorize the continued use of cash collateral.
The Debtors relate that they are presently authorized to use cash
collateral through August 2, 2016. The Debtors request that they
be allowed to use cash collateral for an additional 90 days, or
through October 31, 2016.
A full-text copy of the Debtors' Motion, dated July 12, 2016, is
available at https://is.gd/sdnK5U.
C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc.,
filed separate chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-15760 and 16-15764) on April 21, 2016. The Debtors are
represented by Craig I Kelley, Esq., at Kelley & Fulton, P.L., in
West Palm Beach, Fla. At the time of the filing, the Debtors
estimated their assets and debts at less than $1 million.
C & D PROPERTIES: Plan Proposes to Pay Midwest , 2 Other Creditors
------------------------------------------------------------------
C & D Properties of Missouri LLC has filed with the U.S. Bankruptcy
Court for the Western District of Missouri a Chapter 11 plan of
reorganization, which proposes to pay the claims of Midwest
Regional Bank and two other creditors.
Midwest holds a $485,857 claim on account of the loan it provided
to C & D. Of this amount, $340,000 is secured to the value of the
company's property while the rest is unsecured.
C & D owns a building located in Independence, Missouri, that it
rents out to D & C Properties (which operates publicly as Cedar
Ridge Animal Hospital). A downturn in the volume of clients
visiting the animal hospital beginning around 2013 affected C & D's
ability to make mortgage payments on the building.
Under the proposed plan, the entire mortgage will be stretched out
to 30 years at 5% fixed interest rate. A monthly payment of $2,608
will be made to Midwest Regional Bank on account of its secured
claim. The bank's $145,875 unsecured claim will not be treated any
differently than the secured portion of the claim: that is, the
entire mortgage will be stretched out to 30 years at a 5% fixed
rate.
The restructuring plan, which will be a five-year plan, also
proposes to pay the claims of the Internal Revenue Service and
Jackson County Collector.
IRS' unsecured priority claim in the amount of $500 will be paid
off in the first year of the plan, with quarterly payments of $125.
Meanwhile, Jackson County Collector's $20,497 secured priority
claim will be paid over the 60 months of the plan, with a monthly
amount of $300. Any balance remaining by the 58th month of the
plan will be paid in full.
The plan payments will be funded from the income earned by D & C
Enterprises. C & D intends that, upon confirmation of its plan,
the lease will all begin a new one-year lease period.
An outline of the proposed Chapter 11 plan of reorganization is
available for free at https://is.gd/T14LSh
C & D can be reached through its counsel:
George J. Thomas
Phillips & Thomas LLC
5200 W 94th Terr Ste 200
Prairie Village KS 66207
Phone: (913) 385 9900
Email: geojthomas@gmail.com
About C & D Properties
C & D Properties of Missouri LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40525) on March
2, 2016. The Debtor is represented by George J. Thomas, Esq., at
Phillips & Thomas LLC.
CANAL ASPHALT: SSG Capital Advises Business on Asset Sale
---------------------------------------------------------
SSG Capital Advisors, LLC, acted as the investment banker to Canal
Asphalt, Inc., on the sale of substantially all its assets to
Peckham Industries, Inc. The transaction closed in June 2016.
Canal owned and operated an asphalt plant located in Mount Vernon,
New York. The plant had capacity to produce in excess of 300,000
tons of various asphalt mixes per year and its customers included
contractors of the Department of Transportation for New York City
and New York State, the New York City Department of Design and
Construction, Westchester County municipal pavers, local parking
lot and driveway paving companies and local utility companies such
as Con Edison and Verizon.
The Company had operated the plant profitably since 1986 until a
related entity that served as its primary customer began to
experience economic difficulty. This entity engaged in
construction and paving activities and had experienced bonding
capacity constraints in 2013 which affected its ability to procure
contracts. The resulting operating losses and inability to replace
sales from its core customer forced the Company to file for Chapter
11 in the U.S. Bankruptcy Court for the Southern District of New
York in July, 2015. Canal had secured a stalking horse bidder in
conjunction with a plan of reorganization but the Bankruptcy Court
required the Debtor to run a simultaneous sale process to market
test the plan valuation. SSG was engaged as the exclusive
investment banker to run the sale process and solicit competing
offers. SSG's marketing process resulted in a highly competitive
and robust auction where the offer from Peckham was ultimately
deemed to be the highest and best for substantially all of Canal's
assets, maximizing value to the Company's stakeholders.
Peckham Industries, Inc. engages in the production and distribution
of construction materials. It offers asphalt pavements,
aggregates, asphalt binders, emulsions, liquids and ready-mixed
concrete.
Other professionals who worked on the transaction include:
Gary M. Kushner, Scott D. Simon and Donald J. Carbone of Goetz
Fitzpatrick LLP, counsel to the Debtor; Kevin J. DeLuise, of
CohnReznick LLP, financial advisor to the Debtor; Andrew C. Gold
and Robert L. Rattet of Herrick Feinstein LLP, counsel to Peckham;
Jonathan S. Pasternak and Erica R. Feynman Aisner of DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, counsel to PCI
Industries, Inc.; Jay Teitelbaum of Teitelbaum Law Group, counsel
to PCSB Bank; David M. Capriotti of Harris Beach, PLLC, counsel to
C.L. Consulting Management; and Arthur J. Muller of Trivella &
Forte, LLP, counsel to Local 456.
About SSG Capital Advisors, LLC
SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions. It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory. SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry. SSG Capital
Advisors, LLC (Member FINRA, SIPC) is a wholly owned broker dealer
of SSG Holdings, LLC. SSG is a registered trademark for SSG
Capital Advisors, LLC. SSG provides investment banking,
restructuring advisory, merger, acquisition and divestiture
services, private placement services and valuation opinions.
About Canal Asphalt
Canal Asphalt Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 15-23094) on July 31, 2015. The petition was
signed by August Nigro III as president. The Debtor disclosed
total assets of $20.3 million and total liabilities of $23 million.
Goetz Fitzpatrick LLP serves as the Debtor's counsel. CohnReznick
LLP serves as financial advisor. SSG Capital Advisors, LLC, serves
as its exclusive investment banker, with respect to the sale of its
asphalt plant at 800 Canal Street, in Mount Vernon, New York. Hon.
Robert D. Drain presides over the case.
CAPITAL INVESTMENTS: Selling Stafford County Property for $155K
---------------------------------------------------------------
Capital Investments, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize the sale of the property
located at 506 Clubhouse Rd., Fredericksburg, Stafford County,
Virginia ("Property") to John J. West and Wilmer L. Fields, Jr.
("West/Fields") for $155,000.
The Property is encumbered by a properly perfected first position
deed of trust lien to secure a loan from John Marshall Bank ("JMB")
to the Debtor, and a properly perfected second position deed of
trust lien to secure a loan from G.W. Investments, Inc. ("GWI") to
the Debtor.
The key terms of the Simple Real Estate Contract between the Debtor
and West/Fields are:
a) West/Fields has tendered or will tender a deposit of
$10,000 to be held in escrow.
b) Closing will occur within 15 days after entry of an
approval order.
c) The Property is being sold in "as-in" condition.
d) There are no brokerage fees associated the proposed sale,
either to a listing broker or a buyer's agent.
e) Unpaid real estate taxes owed with respect to the Property
will be paid at closing ahead of the claims of JMB and GWI.
The Debtor was formed for the purpose of acquiring and selling real
property. A sale of the Property is certainly germane to the
purpose of Debtor's business. A sale of the Property will produce
a small return for the bankruptcy estate while paying off a
substantial sum of the encumbering liens and reducing potential
deficiency claims against the bankruptcy estate.
The Debtor says the purchase prices were negotiated at arm's length
by JMB following several months of marketing and represents the
highest and best value for Property.
Capital Investments, LLC's attorneys:
Robert M. Marino, Esq.
REDMON, PEYTON & BRASWELL, LLP
510 King Street, Suite 301
Alexandria, Virginia 22314-3143
Telephone: (703) 684-2000
Facsimile: (703) 684-5109
E-mail: rmmarino@rpb-law.com
About Capital Investments
Capital Investments, LLC, sought Chapter 11 protection (Bankr. E.D.
Va. Case No. 15-13600) on Oct. 15, 2015. The Hon Judge Robert G.
Mayer is assigned to the case. The Debtor estimated assets of $1
million to $10 million and $1 million to $10 million in debt. The
petition was signed by Abbas Ghassemi, manager.
CAPITOL BC RESTAURANTS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Capitol BC Restaurants, LLC
41 Meetinghouse Lane, Unit #7
Sagamore Beach, MA 02562
Case No.: 16-12666
Chapter 11 Petition Date: July 13, 2016
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtor's Counsel: Donald Ethan Jeffery, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
One Beacon Street, 21st Floor
Boston, MA 02108
Tel: (617) 423-0400
Fax: 617-556-8985
E-mail: dej@murphyking.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Bruce A. Ericks, CEO.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mab16-12666.pdf
CASCELLA & SON: Court Allows Cash Collateral Use Through Aug. 31
----------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the District
of Connecticut authorized Cascella & Son Construction, Inc. to use
cash collateral on an interim basis through August 31, 2016.
Prior to the Petition Date, the Debtor and Hudson Bank n/k/a TD
Bank and New Alliance Bank n/k/a First Niagra Bank, were parties to
Loan and Security Agreements pursuant to which, Hudson and New
Alliance provided the Debtor with loans and credit facilities
secured by liens and/or security interests in substantially all of
the Debtor's assets. As of the Petition Date. The Debtor was
indebted to Hudson in the amount of $250,000 and New Alliance Bank
for $230,000.
The Debtor represented that it has an immediate and continuing need
for the use of pre-petition collateral and the proceeds thereof
constituting cash collateral in order to continue the operation of,
and avoid immediate and irreparable harm to its business, and to
maintain and preserve going concern value. The Debtor contended
that without the ability to use the Pre-petition Collateral and
Cash Collateral, it will be unable to pay the ongoing and necessary
expenses related to the continued operation of the Debtor's
business, to generate cash flow, and to maintain the value of the
Debtor's assets.
The Debtor's Budget provides for expenses for the months of July
and August, amounting to $15,815 for each month. The expenses
consist of insurance, fuel and labor, among others.
Judge Trust granted adequate protection to Hudson, New Alliance,
the IRS and the Town of Monroe in the form of post-petition claims
against the Debtor's estate, which will have priority in payment
over any of the Debtor's other indebtedness and/or obligations, as
well as over all administrative expenses or charges against
property.
Judge Trust held that the following limited expenses of the
Debtor's estate will be deemed to have a lien prior in right to
satisfaction from the Debtor's property generated post petition and
will be senior to the replacement liens or any other liens granted
in the Cash Collateral Order:
(a) the allowed administrative claims of attorneys and other
professionals retained by the Debtor in the case, in the aggregate
amount of $30,000; and
(b) amounts payable to pursuant to 28 U.S.C. Section
1930(a)(6).
A further hearing on the continued use of Cash Collateral is
scheduled on August 19, 2016 at 12:00 p.m.
A full-text copy of the Order, dated July 11, 2016, is available at
https://is.gd/r2RanH
Cascella & Son Construction, Inc., filed a chapter 11 petition
(Bankr. D. Conn. Case No. 14-50518) on Apr. 7, 2014. The Debtor is
represented by James M. Nugent, Esq., at Harlow, Adams, and
Friedman in Milford, Conn. The Debtor disclosed $0 in assets and
$3.48 million
in liabilities at the time of the filing.
CASTLE ARCH: Boyer-Plumb Buying 300 Acres of Tooele Water Rights
----------------------------------------------------------------
D. Ray Strong, the Liquidating Trustee of the Consolidated Legacy
Debtors Liquidating Trust and the post-confirmation estate
representative for the consolidated bankruptcy estates of Castle
Arch Real Estate Investment Company, LLC, et al., asks the U.S.
Bankruptcy Court for the District of Utah to approve the sale of
300 acre-feet of water rights in Tooele County, Utah ("Tooele Water
Rights") to Boyer-Plumb Stansbury Properties, L.C. or an
appropriate assignee ("Buyer") for $4,500 per acre-foot of water
approved for use within the Stansbury Park Improvement District
water system ("Purchase Price"), subject to higher and/or better
offers.
The Trustee also asks the Court to approve the proposed sale
procedures and the Trustee's payment of the actual and necessary
costs of sale from the gross sale proceeds, including any broker
commission.
On July 26, 2012, the Court entered an Order approving the
employment of Dell Nichols Realty & Development, LLC, then Commerce
Real Estate Solutions, as Trustee's broker to sell the Tooele Water
Rights. Since June 29, 2012 has continuously and actively marketed
the Tooele Water Rights.
As of the Effective Date, property of the Legacy Trust included
approximately 348 acres of real property located in Tooele County,
Utah (the "Tooele Property"), and approximately 616 acre-feet of
water located in Tooele County, Utah (the "Tooele Water").
On Oct. 29, 2015, the Trustee sold approximately 127 acre-feet of
"East Zone" water for the amount of $856,791.00. See Docket No.
1164. Additionally, on June 13, 2016, the Trustee entered into an
Asset Purchase Agreement with Ironwood Real Estate, LLC, for the
purchase of approximately 149.130 acre-feet of the Tooele Water for
the amount of $4,500 per acre-foot of water, or $671,085. A
separate motion seeking approval of the purchase agreement with
Ironwood has been filed by the Trustee.
The Trustee now seeks to sell 300 acre-feet of the Tooele Water to
Boyer-Plumb Stansbury Properties, L.C. or an appropriate assignee
thereof (the "Buyer"), or to the person making the highest and/or
best offer.
Pursuant to an Asset Purchase Agreement, the Trustee seeks to sell
to Boyer-Plumb the Tooele Water Rights comprising "300 acre-feet
from water right number 15-5092, including 300 acre-feet from
change application number a35778, which 300 acre-feet is approved
for the following sole supply beneficial uses: 28.385 acres for
irrigation; 238 EDUs; 2.67 acre-feet for commercial use (e.g., fire
station, fire protection, and school); and 41.01 acres for
irrigation of low water use plants (1.87 acre-feet per acre)."
The purchase price for the Tooele Water Rights will be $4,500 for
each acre-foot of water approved for use within the Stansbury Park
Improvement District ("SPID") water system. The Buyer will make an
Earnest Money deposit in the amount of $25,000 (the "Earnest
Money") to be held in escrow, which will be applied to the Purchase
Price at Closing.
The Buyer's due diligence period commenced upon the execution of
the Purchase Agreement and will terminate 45 days thereafter, which
is June 14, 2016 through July 29, 2016 (the "Due Diligence
Period"). If the Buyer terminates the Purchase Agreement prior to
the expiration of the Due Diligence Period, the Earnest Money will
be returned to the Buyer, except that $5,000 will be paid to the
Legacy Trust for costs incurred in bringing the Motion.
The sale is conditioned upon (i) the Utah State Engineer issuing
final, non-appealable approval for use of the Tooele Water Rights
within the SPID water system; and (ii) acceptance by SPID of the
Tooele Water Rights to satisfy water dedication requirements for
Buyer's development. In the event that either of the conditions
are not met, then the Purchase Agreement will terminate and the
Earnest Money will be refunded to the Buyer, except that $5,000
will be paid to the Legacy Trust for costs incurred in bringing the
Sale Motion. If the conditions are not satisfied by Oct. 31, 2016,
the Trustee or Buyer may terminate the Purchase Agreement. In the
event the Purchase Agreement is not terminated, the Buyer will pay
an additional $15,000.00 in earnest money on or before Oct. 31,
2016, to extend the deadline to Jan. 31, 2017.
A full-text copy of the Asset Purchase Agreement attached to the
Motion is available for free at:
http://bankrupt.com/misc/Castle_Arch_1282_Sale_M.pdf
In his business judgment, the Trustee believes that the sale of the
Tooele Water Rights in accordance with the Asset Purchase Agreement
is fair, reasonable, and in the best interests of the Legacy Trust
and its beneficiaries.
The sale of the Tooele Water Rights is subject to higher and/or
better offers. The Trustee will consider all Qualified Bids for
the purchase of the Tooele Water Rights. If the Trustee determines
that it is appropriate, the Trustee may conduct an auction prior to
the hearing on the Motion, inviting the Buyer and all those who
have submitted Qualified Bids to participate. Whether an offer is a
higher and/or better offer, regardless of his decision to conduct
an auction, will be determined by the Trustee in his sole
discretion.
The Trustee believes that Nichols Realty's services were an
important and necessary component in obtaining the proposed terms
for the sale of the Tooele Water Rights. Thus, the payment of sales
commission to Nichols Realty under the Listing Agreement is
proper.
About Castle Arch Real Estate
Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
The petitions were signed by Trent Waddoups, CEO/president. Judge
Joel T. Marker presides over the case. Michael L. Labertew,
Esq. — michael@labertewlaw.com — at Labertew & Associates,
LLC,
served as counsel to the Debtors. In its petition, Castle Arch
Real Estate Investment Company scheduled $2,818,931 in assets, and
$40,863,600 in debt.
The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).
On May 3, 2012, the Court entered an order appointing D. Ray Strong
as the Chapter 11 bankruptcy Trustee for CAREIC, and in that
capacity he managed each of the other Legacy Debtors. Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.
On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors.
On June 7, 2013, the Bankruptcy Court entered an order confirming
the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated
Feb. 25, 2013. The Confirmation Order designated the Trustee as
the post-confirmation estate representative for the Legacy Debtors.
The Confirmed Plan became effective on July 22, 2013.
CASTLE ARCH: Ironwood Buying 149 Acres of Tooele Water Rights
-------------------------------------------------------------
D. Ray Strong, the Liquidating Trustee of the Consolidated Legacy
Debtors Liquidating Trust and the post-confirmation estate
representative for the consolidated bankruptcy estates of Castle
Arch Real Estate Investment Company, LLC, CAOP Managers, LLC,
Castle Arch Kingman, LLC, Castle Arch Smyrna, LLC, Castle Arch
Secured Development Fund, LLC and Castle Arch Star Valley, LLC,
asks the U.S. Bankruptcy Court for the District of Utah to approve
the sale of 149.130 acre-feet of water rights in Tooele County,
Utah ("Tooele Water Rights") out of the ordinary course of business
to Ironwood Real Estate, LLC, or an appropriate assignee ("Buyer")
for $671,085, or to the person making the highest and/or best
offer.
The Trustee also asks the Court to approve the proposed sale
procedures and the Trustee's payment of the actual and necessary
costs of sale from the gross sale proceeds, including any broker
commission.
On July 26, 2012, the Court entered an Order approving the
employment of Dell Nichols Realty & Development, LLC, then Commerce
Real Estate Solutions, as Trustee's broker to sell the Tooele Water
Rights. Since June 29, 2012 has continuously and actively marketed
the Tooele Water Rights.
On Oct. 29, 2015, the Trustee sold approximately 127 acre-feet of
"East Zone" water for the amount of $856,791.
Additionally, on June 14, 2016, the Trustee entered into an Asset
Purchase Agreement with Boyer-Plumb Stansbury Properties, L.C.
("Boyer") for the purchase of up to 300 acre-feet of the Tooele
Water for the amount of $4,500 for each acre-foot of water approved
for use within the Stansbury Park Improvement District water
system. A separate motion seeking approval of the purchase
agreement with Boyer was filed by the Debtor.
The Trustee now seeks approval to sell 149.130 acre-feet of the
Tooele Water to Ironwood pursuant to an Asset Purchase Agreement
dated June 13, 2016.
Specifically, the Tooele Water rights to be sold to Ironwood
comprise "Water Right No. 15-5092, for irrigation of 13.958 acres,
Domestic 119.71 EDU's;' Irrigation Other, low water use plants
20.39 acres; Fire protection 1.33 acre-feet." The purchase price
for the Tooele Water Rights will be $4,500 for each acre-foot
of water, or $671,085 (the "Purchase Price"). The Buyer will make
an Earnest Money deposit in the amount of $25,000 to be held in
escrow, which will be applied to the Purchase Price at Closing.
The Buyer's due diligence period commenced upon the execution of
the Purchase Agreement and will terminate on the date that the
Court enters an Order approving the Purchase Agreement. If the
Buyer terminates the Purchase Agreement prior to the expiration of
the Due Diligence Period, the Earnest Money will be returned to the
Buyer, except that $5,000 will be paid to the Legacy Trust for
costs incurred in bringing the Sale Motion.
A copy of the Asset Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Castle_Arch_1277_Sale_M.pdf
In his business judgment, the Trustee believes that the sale of the
Tooele Water Rights in accordance with the Asset Purchase Agreement
is fair, reasonable, and in the best interests of the Legacy Trust
and its beneficiaries.
The sale is subject to higher and/or better offers. The Trustee
will consider all qualified bids for the purchase of the Tooele
Water Rights. If the Trustee determines that it is appropriate,
the Trustee may conduct an auction prior to the hearing on the
Motion, inviting the Buyer and all those who have submitted
qualified bids to participate. Whether an offer is a higher and/or
better offer, regardless of his decision to conduct an auction,
will be determined by the Trustee in his sole discretion.
The Trustee believes that Nichols Realty's services were an
important and necessary component in obtaining the proposed terms
for the sale of the Tooele Water Rights. Thus, the Trustee
believes that the payment of sales commission to Nichols Realty
under the Listing Agreement is proper.
Attorneys for D. Ray Strong:
Peggy Hunt
Nathan S. Seim
DORSEY & WHITNEY LLP
136 South Main Street, Suite 1000
Salt Lake City, UT 84101-1685
Telephone: (801) 933-7360
E-mail: hunt.peggy@dorsey.com
seim.nathan@dorsey.com
About Castle Arch Real Estate
Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
The petitions were signed by Trent Waddoups, CEO/president. Judge
Joel T. Marker presides over the case. Michael L. Labertew,
Esq. — michael@labertewlaw.com — at Labertew & Associates,
LLC,
served as counsel to the Debtors. In its petition, Castle Arch
Real Estate Investment Company scheduled $2,818,931 in assets, and
$40,863,600 in debt.
The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).
On May 3, 2012, the Court entered an order appointing D. Ray Strong
as the Chapter 11 bankruptcy Trustee for CAREIC, and in that
capacity he managed each of the other Legacy Debtors. Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.
On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors.
On June 7, 2013, the Bankruptcy Court entered an order confirming
the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated
Feb. 25, 2013. The Confirmation Order designated the Trustee as
the post-confirmation estate representative for the Legacy Debtors.
The Confirmed Plan became effective on July 22, 2013.
CHAPARRAL ENERGY: Milbank Tweed Represents Noteholders
------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
filed with the U.S. Bankruptcy Court for the District of Delaware a
supplemental verified statement, pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure, in connection with Milbank
Tweed's representation of an ad hoc committee of certain holders
and investment advisors of certain holders of those certain (i)
9.875% Senior Notes due 2020 issued by Chaparral Energy, Inc.,
pursuant to that certain Indenture, dated as of Sept. 16, 2010,
among Chaparral Energy, Inc., the guarantors named, and Wilmington
Savings Fund Society, FSB (as successor to Wells Fargo Bank,
National Association), as trustee; (ii) 8.25% Senior Notes due 2021
issued by the Debtor, pursuant to that certain Indenture, dated as
of Feb. 22, 2011, among the Debtor, the guarantors named, and
Wilmington Savings (as successor to Wells Fargo), as trustee; and
(iii) 7.625% Senior Notes due 2022 issued by the Debtor, pursuant
to that certain Indenture, dated as of May 2, 2012, among the
Debtor, the guarantors, and Wilmington Savings (as successor to
Wells Fargo), as trustee, in Chaparral Energy, Inc., et al.'s
Chapter 11 cases.
In December 2015, the Ad Hoc Committee retained Milbank to
represent it with respect to a potential restructuring of the
Debtors' obligations under the Notes. In May 2016, the Ad Hoc
Committee retained DBR to serve as Delaware local counsel with
respect to a potential restructuring of the Debtors' obligations
under the Notes. From time to time, additional holders of the
Notes have joined and resigned from the Ad Hoc Committee.
On June 8, 2016, Milbank Tweed filed with the Court the Verified
Statement Pursuant to Bankruptcy Rule 2019.
A list of the members of the Ad Hoc Committee holding disclosable
economic interests or act as investment managers or advisors to
funds and accounts that hold disclosable economic interests in
relation to the Debtors is available at:
http://bankrupt.com/misc/QUICKSILVERRESOURCES_1540_rule2019.pdf
As of the date of this Supplemental Verified Statement, Milbank
Tweed represents only the Ad Hoc Committee in connection with the
Notes and does not represent or purport to represent any entity or
entities other than the Ad Hoc Committee in connection with
the Debtors' Chapter 11 cases. In addition, the Ad Hoc Committee
does not represent or purport to represent any other entity or
entities in connection with the Debtors' Chapter 11 cases.
The counsel for the Ad Hoc Committee of Senior Noteholders can be
reached at:
DRINKER BIDDLE & REATH LLP
Howard A. Cohen, Esq.
Robert K. Malone, Esq.
Steven K. Kortanek, Esq.
222 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801-1621
Tel: (302) 467-4200
Fax: (302) 467-4201
E-mail: howard.cohen@dbr.com
robert.malone@dbr.com
steven.kortanek@dbr.com
-- and --
MILBANK, TWEED, HADLEY & McCLOY LLP
Evan R. Fleck, Esq.
Michael Price, Esq.
28 Liberty Street
New York, NY 10005
Tel: (212) 530-5000
Fax: (212) 530-5219
E-mail: efleck@milbank.com
mprice@milbank.com
About Chaparral Energy
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016. The petitions were signed by Mark
A.
Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as claims agent and administrative advisor.
The Office of the U.S. Trustee on May 18, 2016, disclosed in a
court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases.
CHICORA LIFE CENTER: Taps Tideland as Real Estate Advisor
---------------------------------------------------------
Chicora Life Center, LC seeks approval from the U.S. Bankruptcy
Court for the District of South Carolina to hire Tideland
Commercial of Charleston, LLC as its real estate advisor.
The Debtor tapped the firm to market its real property located in
North Charleston, South Carolina, for commercial leases or list it
for sale. The Debtor wants the property sold for $45 million.
The Debtor will pay Tideland a fee, which is 5% of the aggregate
gross lease payments during the initial lease term of the first
five years, or 5% of the gross monthly lease payment collected by
the Debtor for the first five years.
If the property is sold, Tideland will receive a commission, which
is 2% of the gross sale price. If there is a co-broker, the firm
will receive a 3% commission, which will be split equally,
according to court filings.
Wesley Brown Bethune, a member of Tideland, disclosed in a court
filing that the firm has no connection with any creditor adverse to
the Debtor or its estate.
The firm can be reached through:
Wesley Brown Bethune
Tideland Commercial of Charleston, LLC
3600 Rivers Ave, Suite 2300
North Charleston, South Carolina.
About Chicora Life Center
Chicora Life Center, LC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 16-02447) on May 16, 2016.
The petition was signed by Jeremy K. Blackburn, property manager.
The Debtor is represented by G. William McCarthy, Jr., Esq., at
McCarthy Law Firm, LLC. The Debtor disclosed total assets of $48.3
million and total debts of $22.09 million.
CITICARE INC: Proposes $3M Private Sale for Assets
--------------------------------------------------
The Honorable Michael E. Wiles, on Aug. 9, 2016 at 10:00 a.m. will
convene a hearing to consider final approval of Citicare, Inc.'s
sale of certain assets ("Assets") to Urban Health Plan, Inc., for
$3,000,000, the associated Asset Purchase Agreement, and the
assumption and assignment of the Debtor's interest in the lease to
Urban in accordance with the Lease Amendment.
The Debtor is New York Corporation providing comprehensive primary
and specialty care to medically underserved communities. It
operates from its premises ("Premises") located at 154 West 127th
Street in the borough of Manhattan, City of New York.
The Debtor experienced financial difficulty as a result of certain
tax disputes and difficulty obtaining financing for a critical
expansion planned for the Premises. The failure of its business
adversely affected the medically-underserved community (5,500
unique patients generating 25,000 visits) in which many residents
rely upon the Debtor as their primary source for medical care.
Through extensive efforts, the Debtor's management has located
Urban as purchaser for the Assets which will continue to operate
and serve the community under new management.
The proposed new owners of the Debtor's Assets also will provide a
guaranteed cash infusion of up to $3,000,000 to fund necessary
payments under the Debtor's Chapter 11 Plan of Reorganization.
The Assets are being sold to the Purchaser in a private sale and
without an auction and, as such, shall not be subject to higher and
better offers. After extensively marketing the Assets since the
Petition Date, and based upon its extensive knowledge of the
industry and of the Debtor’s business, the Assets, and its
operations, the Debtor has determined in its business judgment that
the offer made by the Purchaser is the highest and best offer
likely to be obtained for the Assets from any purchaser which will
be capable of complying with all regulatory requirements for the
purchase of the Assets.
The Purchaser can be reached at:
URBAN HEALTH PLAN, INC.
Paloma Izquierdo-Hernandez
Chief Executive Officer
1065 Southern Boulevard
Bronx, New York 10459
The Purchaser's attorneys:
BROOKLYN LEGAL SERVICES CORPORATION A
Attention: Paul J. Acinapura, Esq.
260 Broadway, Suite 2
Brooklyn, New York 11211
- and -
DICONZA TRAURIG KADISH LLP
Attention: Allen G. Kadish, Esq.
630 Third Avenue
New York, New York 10017
A copy of the Asset Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Citicare_208_Sale_M.pdf
About Citicare, Inc.
Citicare, Inc., is a New York Corporation providing comprehensive
primary and specialty care to medically underserved communities. It
operates from its premises located at 154 West 127th Street in the
borough of Manhattan, City of New York. The company's health care
facility provided services to 5,500 unique patients and generated
25,000 visits in the year ending Dec. 31, 2014.
Citicare filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 13-11902) on June 9, 2013. The petition was signed by
Silva Umukoro, the president. The Debtor estimated assets of
$500,000 to $1 million and debts of $1 million to $10 million.
The Debtor is represented by Gabriel Del Virginia, Esq., at the Law
Offices Of Gabriel Del Virginia, in New York.
As the Debtor is in the healthcare business, on Sept. 12, 2013 a
patient care ombudsman was appointed under Section 333(a)(1) of the
Bankruptcy Code.
No trustee or examiner has been appointed in the case, and no
official committee of unsecured creditors has been appointed.
CLEVELAND BIOLABS: Directors Resign Over Disagreement
-----------------------------------------------------
Cleveland BioLabs, Inc., announced that Board Chair Richard McGowan
and Audit Committee Chair James Antal resigned from the Company's
Board of Directors, effective last Friday, July 8. Their
resignations were predicated on the Board's decision not to renew
its policy of directors' and officers' liability insurance as a
cost-saving measure. CBLI will seek to fill these Board vacancies
as soon as possible.
The Board of Directors would like to thank Richard McGowan and
James Antal for their service to the company over the years.
About Cleveland BioLabs
Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical
company developing novel approaches to activate the immune system
and address serious unmet medical needs. The Buffalo, New
York-based company's proprietary platform of toll-like immune
receptor activators has applications in radiation mitigation,
oncology immunotherapy and vaccines.
Cleveland reported a net loss of $13.04 million on $2.70 million of
grants and contracts revenues for the year ended Dec. 31, 2015,
compared to net income of $35,366 on $3.70 million of grants and
contracts revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Cleveland Biolabs had $19.80 million in total
assets, $4.85 million in total liabilities and $14.94 million in
total stockholders' equity.
CLEVELAND BIOLABS: Has Until July 2017 to Regain NASDAQ Compliance
------------------------------------------------------------------
Cleveland BioLabs, Inc., received a letter from each of James Antal
and Richard McGowan notifying the Company that such individual was
resigning from the Company's board of directors, effective on July
8, 2016. At the time of their resignation, Messrs. Antal and
McGowan each served on the audit committee of the Board. As a
result of these resignations, the Company is no longer in
compliance with the Nasdaq Stock Market's audit committee
requirements. Under NASDAQ Listing Rule 5605(c)(2)(A), the audit
committee of the Board must be comprised of at least three
independent directors. As of the effective time of the
resignations of Messrs. Antal and McGowan, the audit committee of
the Board will be comprised of one director who is independent
under the NASDAQ Listing Rules.
On July 12, 2016, the Company provided formal notice to NASDAQ
disclosing the Company's noncompliance with NASDAQ's audit
committee requirements as described above. Pursuant to NASDAQ
Listing Rule 5605(c)(4)(A), the Company is given a cure period
during which it is required to regain compliance with this listing
rule. Under the listing rule, the Company has until the earlier of
the Company's next annual stockholders' meeting or July 8, 2017, to
regain compliance. The Company expects to receive formal
notification from NASDAQ regarding this failure to satisfy
continued listing rules in the near future. The Company expects to
fill the vacancy created by the resignations of Messrs. Antal and
McGowan within the cure period provided under the NASDAQ listing
rules.
About Cleveland BioLabs
Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical
company developing novel approaches to activate the immune system
and address serious unmet medical needs. The Buffalo, New
York-based company's proprietary platform of toll-like immune
receptor activators has applications in radiation mitigation,
oncology immunotherapy and vaccines.
Cleveland reported a net loss of $13.04 million on $2.70 million of
grants and contracts revenues for the year ended Dec. 31, 2015,
compared to net income of $35,366 on $3.70 million of grants and
contracts revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Cleveland Biolabs had $19.8 million in total
assets, $4.85 million in total liabilities and $14.94 million in
total stockholders' equity.
CONNTECH PRODUCT: Auction for Machine Facility Set for July 27
--------------------------------------------------------------
Capital Recovery Group LLC will hold an auction on July 27, 2016,
at 10:00 a.m., at 30 Grandview Court, Cheshire, Connecticut, for
the sale of Conntech Products Corporation's precision Swiss turning
& CNC machine facility. Offers for the Debtor's assets and a 10%
deposit must be submitted no later than 10:00 a.m. on July 25,
2016.
As reported by the Troubled Company Reporter on July 5, 2016, the
Debtor asked the Court to approve its amended motion to sell its
machinery and equipment ("Assets") in five separate lots to five
different purchasers or their designee, other than in the ordinary
course of business, for the aggregate price of $1,362,700, subject
to higher or better offers.
On April 22, 2016 Court entered an order authorizing employment of
a business broker which authorized the employment of Capital
Recovery Group, LLC ("CRG"). CRG has been actively marketing and
trying to sell the Debtor as a going concern and has been contacted
by interested parties but no written proposals have been received.
The Debtor has undertaken its own efforts to locate a buyer for its
business as going concern, but it has not able to locate a single
buyer for the entire business. The Debtor, however, received
offers from five separate entities to purchase the Assets. Their
offers are based upon the going on concern value of the Assets in
the aggregate amount of $1,362,700. Each separate offer is for
specific pieces of machinery and equipment.
The assets are being broken down into eight different bidding lots
("Lots"). The five bids on Lots 2 through 6 and are as follows:
Bid# Purchaser Purchase Price
---- --------- --------------
Lot 1 All contents of facility No min. highest and best
Lot 2 Fluid Control Solutions/SAAR Corp. $1,164,900
Lot 3 Component Engineers, Inc. $45,500
Lot 4 Novo Precision $61,500
Lot 5 Aeroswiss $39,300
Lot 6 Peter Paul Electronics Co. Inc. $51,500
Lot 7 Inventory & Work in Progress No min. highest and best
Lot 8 All assets not in Lots 2 to 7 No min. highest and best
The Offer is subject to the following conditions precedent:
a. Normal and customary documentation;
b. All terms and conditions set forth in Offer; and
c. Approval by the Bankruptcy Court of the sale free of liens.
The Debtor asked the Court to approve bidding procedures for a sale
of the Assets. To yield the maximum realizable value for the
Assets, the Debtors will accept competing bids for the Assets.
Bids must be submitted at least three business days before the
hearing on the sale. If qualified competing bids are received,
auction will be conducted by GRG.
The Debtor said it will amend its Disclosure Statement and Plan to
provide for the sale of its assets and cessation of business as it
currently exists.
CRG can be reached at:
Capital Recovery Group, LLC
1654 King Street
Enfield, CT 06802
Tel: 860-623-9060
Fax: 860-623-9160
About Conntech Products
ConnTech Products Corporation filed a voluntary Chapter 11 petition
(Bankr. D. Conn. Case No. 15-30397) on March 19, 2015. The Hon.
Julie A. Manning oversees the case.
Neil Crane, Esq., at the Law Offices of Neil Crane, LLC, serves as
counsel to the Debtor. The Debtor estimated assets of $1 million
to $10 million and debt of $500,000 to $1 million.
* * *
On March 21, 2016, the Debtor filed a Disclosure Statement. In the
Disclosure Statement the Debtor has offered three alternatives.
Either the Debtor will obtain financing and continue operating; or
the Debtor will sell its business as a going concern; or the Debtor
will partially sell its business. In the Disclosure Statement the
Debtor proposed paying a dividend of 30% to unsecured creditors
over the course of five years.
The Debtor hired a business broker, Capital Recovery Group, LLC to
sell the Debtor's business as a going concern.
CREATURE LLC: U.S. Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
The U.S. Trustee for the Western District of Washington said it was
unable to appoint a committee of unsecured creditors in the Chapter
11 bankruptcy case of Creature, LLC.
Creature LLC, based in Seattle, Wash., sought Chapter 11 protection
(Bankr. W.D. Wash. Case No. 16-12940) on May 31, 2016, and is
represented by James L. Day, Esq., at Bush Kornfeld LLP. The
Debtor disclosed $597,825 in assets and $2.63 million in
liabilities at the time of the filing.
D & C ENTERPRISES: Wants to Use Cash Collateral
-----------------------------------------------
D & C Enterprises P.C. asks the U.S. Bankruptcy Court for the
Western District of Missouri for authorization to use cash
collateral. The Debtor relates that Midwest Regional Bank is a
secured lender with a lien on the cash collateral. The Debtor
believes Midwest Regional to have a valid and perfected security
interest.
"The Debtor requires the use of cash collateral to fund all
necessary operating expenses of the Debtor’s business. . . . The
Debtor will suffer immediate and irreparable harm if it is not
authorized to use cash collateral to fund monthly expenses. Absent
such authorization, the Debtor will not be able to maintain and
protect the property on which the animal hospital is located,”
the Debtor tells the Court.
A full-text copy of the Debtor's Motion, dated July 11, 2016, is
available at https://is.gd/Y65LFZ
D & C Enterprises, P.C. Runs a veterinary services business located
at 1102 E 23rd St. in Independence, Mo. The company is also known
as the Cedar Ridge Animal Hospital, and is located on the premises
of the building in which it operates. Both businesses are owned by
the veterinarian, Dr. Cassie Cure. On July 11, 2016, D & C
Enterprises, P.C. sought Chapter 11 protection (Bankr. W.D. Mo.
Case No. 16-41803). George J. Thomas, Esq., at Phillips & Thomas
LLC, serves as counsel to the Debtor. No trustee, examiner, or
statutory committee has been appointed in the Chapter 11 case. At
the time of the filing, the Debtor disclosed $35,100 in assets and
$1.06 million in debts.
DESERT SPRINGS FINANCIAL: Wants to Use Cash Collateral
------------------------------------------------------
Desert Springs Financial LLC asks the U.S. Bankruptcy Court for the
Central District of California to determine that the rents
generated from its property constitutes cash collateral, as well as
for authorization to use cash collateral.
The Debtor owns and manages real property located in Cathedral
City, Calif.
"The operation and maintenance of the Debtor's business is
supported solely by the collection of rents from tenants at its
property. These rents constitute cash collateral. Without the use
of the rents, the Debtor will be unable to continue to operate and
maintain its property during the course of this chapter 11 case,
which will cause substantial and irreparable harm to the Debtor's
estate, its creditors, and the Debtor's ability to continue its
business as a going concern," the Debtor tells the Court.
The Debtor's request for the proposed use of Cash Collateral
contains, among others the following relevant terms:
(a) Parties with an Interest in Cash Collateral: The following
parties have liens on the Debtor's real property:
(1) Pacific Premier Bank: $2,549,464.24
(2) Mitchell Altman: $340,290.41
(3) Ramon Palm Lane, Inc.: $1,270,070.90
(4) Angie Shin: $258,469.99
(b) Turnover of Rent (Cash Collateral): The Debtor requests
that RPL and/or Shin be ordered to turnover cash collateral
consisting of post-petition rent for June and July and continue to
pay rent as it becomes due during the pendency of the chapter 11
case.
(c) Use of Cash Collateral: The Debtor proposes to use Cash
Collateral to, among other things, pay certain operating expenses
with respect to the Property, to maintain the Debtor's business
operations, to pay the monthly management fee to Lyle Commercial
Property Management, to pay the costs and expenses of administering
the Debtor's estate, and to make monthly payments under the Loan
Documents.
(d) Duration of the Use of Cash Collateral: The Debtor
proposes to use Cash Collateral during the pendency of its chapter
11 case.
(e) Adequate Protection: The Debtor submits that: (i) PPB,
Mitchell Altman, RPL, and Shin are over secured in that the equity
cushion in Debtor's Property is sufficient to adequately protect
PPB's, RLP's and Shin's interest; and (ii) the Debtor will use the
Cash Collateral to operate and maintain the Property, which also
constitutes adequate protection with respect to PPB, RPL and Shin.
A full-text copy of the Debtor's Motion, dated July 12, 2016, is
available at https://is.gd/PJmIH2.
About Desert Springs Financial LLC.
Desert Springs Financial LLC filed a chapter 11 petition (Bankr.
N.D. Calif. Case No. 16-14859) on May 30, 2016. The single asset
real estate debtor is represented by Wayne M. Tucker, Esq., at
Orrock Popka Fortino Tucker & Dolen in Redlands, Calif. At the
time of the filing the Debtor disclosed $16.75 million in assets
and $7.33 million in liabilities.
DEVELOPMENT DESIGN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Development Design Group, Incorporated
3700 O'Donnell Street, Suite 200
Baltimore, MD 21224
Tel: (401) 962-0505
Case No.: 16-19416
Chapter 11 Petition Date: July 13, 2016
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. Nancy V. Alquist
Debtor's Counsel: Maria Ellena Chavez-Ruark, Esq.
SAUL EWING LLP
500 East Pratt Street, Suite 900
Baltimore, MD 21202
Tel: 410-332-8797
Fax: 410-332-8074
E-mail: mruark@saul.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony Van Vllet, president and CEO.
A copy of the Debtor's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mdb16-19416.pdf
ECO SERVICES: Moody's Withdraws B2 CFR on Merger Completion
-----------------------------------------------------------
Moody's Investors Service has withdrawn Eco Services Operations
LLC's B2 Corporate Family Rating, B2-PD Probability of Default
Rating, and B1 Senior Secured Ratings following the company's
merger with PQ Corporation and receipt of final documentation. All
ratings for Eco Services were placed on review for downgrade in
August 2015. Moody's also lowered the rating on the senior
unsecured notes of Eco Services Operations LLC (assumed by PQ) to
Caa2 from Caa1, in line with expectations outlined when the
transaction was announced, and these notes will remain part of PQ's
capital structure. The transaction closed in accordance with the
expectations outlined in Moody's press release concerning PQ
Corporation published on April 14, 2016, including PQ's assumption
and guarantee of Eco Services' unsecured notes on a pari passu
basis with PQ's new unsecured notes. All other ratings on PQ
Corporation are not affected.
Actions:
Issuer: Eco Services Operations LLC
Corporate Family Rating, B2, Withdrawn;
Probability of Default Rating, B2-PD, Withdrawn;
Senior Secured Revolving Credit Facility due 2019, B1 (LGD3),
Withdrawn;
Senior Secured Term Loan B due 2021, B1 (LGD3), Withdrawn; and
Senior Unsecured Global Notes due 2022, Downgraded to Caa2
(LGD5) from Caa1 (LGD5).
Outlook Actions:
Issuer: Eco Services Operations LLC
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Eco Services is a sulfuric acid manufacturer. The company is
privately-owned by private equity sponsor CCMP Capital Advisors
following the completion of a proposed carve-out transaction from
Solvay S.A in 2014.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
PQ Corporation is a leading provider of inorganic specialty
chemicals, including sodium silicates, silicate derivatives,
catalysts, reflective glass spheres, and engineered glass
materials. CCMP Capital Advisors purchased a stake in the company
in late 2014 from The Carlyle Group. With the acquisition of Eco
Services CCMP now owns a majority of the equity. Previously
Carlyle purchased the company in a secondary leveraged buyout from
CCMP in July 2007 and subsequently merged it with INEOS' silica
business in a leveraged transaction in July 2008. INEOS and
members of management own the remainder of the company.
ELBIT IMAGING: FDA OKs Insightec's Essential Tremor Treatment
-------------------------------------------------------------
Elbit Imaging Ltd. disclosed it was informed by Inisightec that the
FDA has approved its Exablate Neuro system for a non-invasive
treatment of essential tremor (ET) in patients who have not
responded to medication.
Exablate Neuro uses focused ultrasound waves to precisely target
and ablate tissue deep within the brain with no incisions or
implants. The treatment is done under Magnetic Resonance Imaging
(MRI) guidance for real time treatment monitoring.
Essential tremor is the most common movement disorder, affecting
more than 5 million people in the United States, and millions more
worldwide. Hand tremor is the most common symptom, but tremors can
also affect the head, arms, voice, legs, and torso. For these
patients, performing everyday tasks presents a challenge and
impacts their quality of life.
This approval by the FDA was based on clinical data from a
randomized, double-blind, multi-center clinical study designed to
evaluate the safety and efficacy of non-invasive thalamotomy with
MRI-guided Focused Ultrasound. A total of 76 patients were
enrolled in the study and randomly assigned to receive the Exablate
treatment (56 patients) or the sham procedure (20 patients), the
exact same procedure but without any ultrasound energy. Patients
in the placebo treatment arm were later allowed to undergo an
Exablate Neuro treatment. Patients treated with the Exablate Neuro
showed nearly a 50% improvement in their tremors and motor function
three months after treatment compared to their baseline score.
Patients in the control group had no improvement, and some
experienced a slight worsening after the sham procedure before they
crossed over into the treatment group. A year following the
procedure, the patients who underwent the Exablate Neuro procedure
retained a significant measure of improvement in these scores
compared to baseline.
The Company holds approximately 89.9% of the share capital of Elbit
Medical Technologies Ltd. (TASE: EMTC-M) (86.2% on a fully diluted
basis) which, in turn, holds approximately 31.4% of the share
capital in INSIGHTEC (25.6% on a fully diluted basis).
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
ELK CREEK: Emergency Cash Collateral & Payroll Hearing
------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina convened an emergency hearing earlier
this week to consider Elk Creek International, Inc.'s emergency
motions to:
(A) Use Cash Collateral Pursuant to Sections 361 and 363 of
the Bankruptcy Code;
(B) Pay Pre-Petition Payroll, Payroll Taxes, Employee
Benefits and Other Related Expenses; and
(C) Pay of Pre-Petition Claims of 1099 of Subcontractors.
Cash Collateral Request
The Debtor relates that its creditors, Yadkin Bank and
Export-Import Bank of the United States, have adequate protection
against the diminution in value of their pre-petition collateral.
The Debtor proposes to provide its secured creditors with
replacement liens in post-petition assets to the same extent and
priority as existed prepetition, for all cash collateral actually
expended during the duration of the interim cash collateral Order.
The Debtor's Budget provides for operating expenses amounting to
$115,585.16 for the month of July, and $109,518.27 for the month of
August. The operating expenses include repairs and maintenance,
utilities, insurance and payroll, among others.
The Debtor avers that it will suffer immediate and irreparable harm
without the interim relief requested. It further avers that in the
absence of a court order authorizing the use of cash collateral,
the Debtor will be unable to meet its operating expenses and will
be forced to cease operations immediately, rather than reorganizing
its business structure in order to maximize value for the
bankruptcy estate and creditors. The Debtor tells the Court that
without immediate access to cash, its inability to pay its ordinary
operating expenses would lead to a quick collapse of its business.
A full-text copy of the Debtor's Motion, dated July 11, 2016, is
available at https://is.gd/kOCjCV
About Elk Creek International, Inc.
Elk Creek International, Inc., fdba Elk Creek Lumber Inc., fdba Elk
Creek Properties, LLC, sought protection under Chapter 11 (Bankr.
W.D.N.C. Case No. 16-50423) on July 5, 2016. The petition was
signed by David M. Blair, president.
The Debtor is represented by James H. Henderson, Esq., at The
Henderson Law Firm. The case is assigned to Judge Laura T. Beyer.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million at the time of the filing.
ENERGY TRANSFER: Bank Debt Trades at 4% Off
-------------------------------------------
Participations in a syndicated loan under which Energy Transfer
Equity LP is a borrower traded in the secondary market at 96.40
cents-on-the-dollar during the week ended Friday, July 8, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.44 percentage points from the
previous week. Energy Transfer pays 250 basis points above LIBOR
to borrow under the $1.0 billion facility. The bank loan matures on
Nov. 15, 2019 and carries Moody's Ba2 rating and Standard & Poor's
BB rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended July 8.
ESML HOLDINGS: Seeks to Hire White & Case as Legal Counsel
----------------------------------------------------------
ESML Holdings Inc. and Essar Steel Minnesota LLC seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
White & Case LLP as their legal counsel.
The Debtors tapped the firm to provide these services in connection
with their Chapter 11 cases:
(a) take all necessary actions to maximize the value of the
estates of the Debtors, including the prosecution of
actions on their behalf;
(b) provide legal advice with respect to the Debtors' powers
and duties;
(c) prepare legal papers and appear in court;
(d) assist the Debtors in connection with the disposition of
their assets; and
(e) assist the Debtors in the negotiation, preparation, and
confirmation of a plan of reorganization or liquidation.
The firm's professionals and their hourly rates are:
Partners $910 - $1,275
Counsel $830
Associates $555 - $810
Paraprofessionals $240
Craig Averch, Esq., a partner at White & Case, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
In response to the request for additional information set forth in
paragraph D.1 of the U.S. Trustee Guidelines, White & Case
disclosed that it did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
its employment with the Debtors.
White & Case further disclosed that the firm and the Debtors expect
to develop a prospective budget and staffing plan to comply with
the U.S. trustee's request for additional disclosures.
The firm can be reached through:
Craig H. Averch, Esq.
White & Case LLP
555 South Flower Street, Suite 2700
Los Angeles, California 90071
Phone: (213) 620-7700
Email: caverch@whitecase.com
About ESML Holdings
ESML Holdings Inc. and Essar Steel Minnesota LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11626) on July 8, 2016. The petition was signed by Madhu
Vuppuluri, president and chief executive officer.
The cases are assigned to Judge Brendan Linehan Shannon. The
Debtors tapped Fox Rothschild LLP as local counsel, and Guggenheim
Securities, Inc. as investment banker.
At the time of the filing, ESML Holdings estimated its assets at $1
billion to $10 billion and debts at $500 million to $1 billion.
Essar Steel estimated its assets and debts at $1 billion to $10
billion.
FAIRYTALE DAY CARE: Unsecureds to Recoup 10% Under Plan
-------------------------------------------------------
Fairytale Day Care, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York its First Amended Disclosure
Statement, proposing to pay general unsecured creditors a 10%
dividend of their allowed claims in 24 equal monthly installments.
Class II consists of the claims of general unsecured creditors in
the Debtor's case totaling $12,449.41:
A. penalties accessed New York State Department of Taxation
and Finance is $2,585.42;
B. Penalties accessed Internal Revenue Service is $7,400.93;
and
C. ConEdison is $2,463.06.
The Debtor proposes to pay the Unsecured Creditors:
Members of Aggregate Plan Treatment 10% Dividend Monthly
Class II Dollar of Class II Payment
Amount of
Claims in
Class II
--------- --------- ------------- ------------ -------
NYS Department $2,585.42 10% dividend in $258.54 $10.77
of Taxation 24 monthly
and Finance installment
payments
IRS $7,400.93 10% dividend in $740.09 $30.84
24 monthly
installment
payments
ConEdison $2,463.06 10% dividend in $246.30 $10.26
24 monthly
installment
payments
The reorganization plan is to utilize funds earned from its
thriving operation of the business to fund a Global Stipulation
resolving all motions and issues in dispute and enter into new
leases for the premises located at 99-13 and 99-17 63M.
Payments and distributions under the Plan will be funded by: (i)
continued operation and increased earnings of Fairytale Day Care,
Inc., and (ii) New Value contributions by the principles of
Fairytale Day Care, Inc.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nyeb15-42535-99.pdf
The Plan was filed by the Debtor's counsel:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue, 3rd Flr
Brooklyn, NY 11235
Tel: 718-513-3145
Fax: 347-342-3156
E-mail: alla@kachanlaw.com
Fairytale Day Care, Inc., filed a Chapter 11 Petition on May 29,
2015 (Bankr. E.D.N.Y. Case No. 15-42535), and is represented by
Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C.
FARR ENTERPRISES: Hires Pitts Hay & Hugenschmidt as Attorney
------------------------------------------------------------
Farr Enterprises Inc., seeks authorization from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Pitts,
Hay & Hugenschmidt P.A. as attorney.
The Debtor requires Pitts, Hay & Hugenschmidt to:
a. give legal with respect to its powers and duties in the
continued operation of its business and management of its
property;
b. prepare the necessary applications, answer, orders and
other legal papers; and
c. perform all other legal services which may be necessary
herein and it is necessary for the debtor/debtor-in-possession to
employ and attorney for such professional activities.
Edward C. Hay, Jr., of Pitts, Hay & Hugenschmidt P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Pitts, Hay & Hugenschmidt may be reached at:
Edward C. Hay, Jr.
Pitts, Hay & Hugenschmidt P.A.
137 Biltmore Avenue
Asheville, NC 28801
Phone: (828)225-8085 ext. 119
Fax: (828)251-2760
E-mail: ehay@Phhlawfirm.com
About Farr Enterprises Inc.
Farr Enterprises Inc. filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.C. Case No. 16-40291) on July 1, 2016. Hon. Craig
J. Whitley presides over the case. Pitts, Hay & Hugenschmidt
P.A.represents the Debtor as counsel.
In its petition, the Debtor estimated $2.11 million in assets and
$1.9 million in liabilities. The petition was signed by Laura
Aulgur, president.
FELD LIMITED: Exclusive Period to File Plan Extended To Oct. 3
--------------------------------------------------------------
Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern
District of Wisconsin extended Feld Limited Partnership's exclusive
period to file a plan to October 3, 2016.
Judge Kelley also approved a stipulation between the Debtor and
Associated Bank, N.A., extending the Debtor's authority to use cash
collateral through October 3, 2016. She held that if the Debtor
does not file its plan and disclosure statement on or before
October 3, 2016, the Court will enter an order granting the Bank
relief from stay.
A full-text copy of the Order, dated July 12, 2016, is available at
https://is.gd/kIWmvL.
About Feld Limited Partnership
Feld Limited Partnership, engaged in the business of leasing and
managing real properties in the Madison and Green Bay areas, filed
a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No.
16-20826) on Feb. 3, 2016. Dennis J. Feld signed the petition as
general partner. The Debtor disclosed total assets of $15.17
million and total debts of $7.50 million. Dteinhilber, Swanson,
Mares, Marone & McDermott serves as the Debtor's counsel.
FLORHAM PARK: Wants Exclusive Plan Filing Period Extended 120 Days
------------------------------------------------------------------
Florham Park Surgery Center, LLC, asks the U.S. Bankruptcy Court
for the District of New Jersey to extend for 120 days the Debtor's
exclusive period in which to file a plan of reorganization.
The Debtor's initial Exclusive Filing Period and Exclusive
Solicitation Period are currently set to expire on Aug. 9, 2016,
and Oct. 8, 2016, respectively.
A hearing on the Debtor's request for extension is set for Aug. 2,
2016, at 10:00 a.m.
The Debtor submits that it is in the best interests of the estate
to extend the Exclusive Period for 120 days, without prejudice to
the Debtor's right to seek additional extensions, to afford the
Debtor sufficient time in which to formulate, negotiate and file a
plan of reorganization.
During this case, the Debtor attempted to stabilize operations
following the prepetition mismanagement. The Debtor has also
recently substituted its lead bankruptcy counsel, and counsel
requires additional time in which to analyze various restructuring
options and negotiate with creditors.
The Debtor's counsel can be reached at:
WEBBER MCGILL LLC
Douglas J. McGill, Esq.
Michael J. Reynolds, Esq.
760 Route 10, Suite 104
Whippany, New Jersey 07981
Tel: (973) 739-9559
Fax: (973) 739-9575
About Florham Park Surgery
Florham Park Surgery Center LLC filed a voluntary Chapter 11
petition (Bankr. D.N.J. Case No. 16-16964) on April 11, 2016 . The
case is assigned to Judge John K. Sherwood. The Debtor is
represented by Daniel Stolz, Esq., at Wasserman Jurista & Stolz, in
Basking Ridge, N.J.
The Debtor disclosed estimated assets of between $100,000 to
$500,000 and liabilities of between $1 million to $10 million as of
the Chapter 11 filing.
FORT DRILLING: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for the District of Colorado is unable to appoint
a committee of unsecured creditors in the Chapter 11 bankruptcy
case of Fort Drilling, LLC. There were too few unsecured creditors
who are willing to serve on Creditors' Committees.
About Fort Drilling
Fort Drilling, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-15466) on May 31,
2016. The Debtor tapped Goff & Goff, LLC, as its legal counsel.
FORTESCUE METALS: Bank Debt Trades at 3% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 96.68
cents-on-the-dollar during the week ended Friday, July 8, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.60 percentage points from the
previous week. Fortescue Metals pays 275 basis points above LIBOR
to borrow under the $4.95 billion facility. The bank loan matures
on June 13, 2019 and carries Moody's Ba2 rating and Standard &
Poor's BB+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended July 8.
FRANZEN INTERNATIONAL: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: Franzen International, LLC
2577Goodwin Lane
New Braunfels, TX 78130
Case No.: 16-51583
Chapter 11 Petition Date: July 13, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Raymond W. Battaglia, Esq.
LAW OFFICES OF RAY BATTAGLIA, PLLC
66 Granburg Circle
San Antonio, TX 78218
Tel: 210.601.9405
E-mail: rbattaglialaw@outlook.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Travis Franzen, managing member.
A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-51583.pdf
GAWKER MEDIA: Lawsuits Push Nick Denton to Brink of Bankruptcy
--------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
lawyers for for Gawker Media LLC say founder and Chief Executive
Nick Denton will join his media company in bankruptcy unless a
judge steps in to block litigation from former professional
wrestler Hulk Hogan and his billionaire backer.
According to the report, in court papers filed on July 11 in U.S.
Bankruptcy Court in Manhattan, Gawker's lawyers said the personal
bankruptcy filing "would undoubtedly occur" if a judge rejects
Gawker's bid for an injunction that would halt legal action from
Terry Bollea, the wrestler's real name, as well as others who have
sued the embattled publisher.
William Holden, Gawker's chief turnaround officer, said in sworn
testimony that Mr. Denton has already hired bankruptcy lawyers
using a $200,000 loan from the company, the report related.
Mr. Bollea won a $140 million judgment against Gawker earlier this
year that ultimately pushed the company into chapter 11, the report
further related. The invasion-of-privacy suit was tied to a tape
of Mr. Bollea having sex, which Gawker published in 2012, the
report added. Mr. Denton is jointly liable along with another
former Gawker employee for $115 million of the judgment and is
personally liable for another $10 million, the report said.
About Gawker Media
Founded in 2002 by Nick Denton, Gawker Media is privately held
online media company operating seven distinct media brands with
corresponding websites under the names Gawker, Deadspin,
Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's
various Websites cover, among other things, news and commentary on
current events, politics, pop culture, sports, cars, fashion,
productivity, technology and video games.
Gawker sought bankruptcy protection after being ordered to pay
$140.1 million in connection with an invasion of privacy lawsuit
arising from publication of a report and commentary and
accompanying sex video involving Terry Gene Bollea.
New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker
Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. --
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides
over the Debtors' cases.
Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based
Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 16-11719 and 16-11718) on June 12, 2016.
The cases are jointly administered.
Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S.
Winograd, Esq., at Ropes & Gray LLP serve as counsel to the
Debtors. William Holden at Opportune LLP serves as Gawkers' chief
restructuring officer. Houlihan Lokey Capital, Inc. serves as the
Debtors' investment banker. Prime Clerk LLC serves as claims,
balloting and administrative agent.
Houlihan Lokey was retained by the Debtors on May 16, 2016, to
explore the possibility of a sale of all or substantially all of
the Debtors' assets, with the goal of maximizing return to the
Debtors' estates in the event of a possible chapter 11 filing.
The Debtors estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.
The U.S. trustee for Region 2 on June 24 appointed three creditors
of Gawker Media LLC and its affiliates to serve on the official
committee of unsecured creditors. The committee members are Terry
Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and
Ashley A. Terrill.
GENERAL MOTORS: 2009 Bankruptcy Won't Bar Ignition Switch Claims
----------------------------------------------------------------
The U.S. Second Circuit Court of Appeals in Manhattan on July 13,
2016, ruled that General Motors must face certain claims relating
to cars made before its 2009 bankruptcy, according to Hagens
Berman.
The ruling is a major victory for a class of millions of owners of
GM-branded vehicles in the ignition switch multi-district
litigation, claiming that the automaker's series of recalls and
cover-ups irrevocably damaged GM's brand and led to significant
loss of vehicle value.
More specifically, the court ruled that so-called "independent
claims" relating to "New" GM's own post-bankruptcy wrongful
conduct, including claims involving misrepresentations by New GM as
to the safety of "Old" GM cars, are not barred by the bankruptcy
order discharging other claims in the case.
The court also ruled that the bankruptcy order did not bar economic
loss claims based on the ignition switch and other defects, finding
that Old GM knew about moving stalls and airbag non-deployments
resulting from the ignition switch defect and should have revealed
those facts in bankruptcy and provided notice of those claims to
affected vehicle owners.
"The appeals court's ruling [Wednes]day solidifies something that
we have known from the very beginning of this suit -- GM's
bankruptcy filing was a calculated move in its effort to conceal
and cover-up its actions," said Steve Berman, managing partner of
Hagens Berman and co-lead counsel representing GM vehicle owners in
the suit. "We are pleased with the court's decision and
recognition that claims brought by millions of GM owners are not
subject to GM's bankruptcy protection and can move forward."
Hagens Berman was appointed co-lead counsel representing owners of
GM vehicles in the series of ignition switch bellwether trials
stemming from a barrage of safety defects and bungled recalls from
GM that irrevocably damaged GM's brand, according to the firm.
In April 2014, the firm first filed an objection to a motion from
GM to permanently enjoin plaintiffs from asserting claims against
New GM, based on the court-approved bankruptcy sale of assets from
Old GM to New GM, stating that during this bankruptcy filing, the
entities of Old GM and New GM, "actively expanded their
long-running cover-up of the ignition switch defect to commit fraud
on the Bankruptcy Court by failing to disclose these matters."
One of the safety defects involves the car's ignition, which
according to consumers, can switch off while in operation,
disabling airbags and other electrical and safety features such as
power steering and power brakes. According to published reports
and government documents, GM had knowledge of the serious defect as
early as 2001, but critics charge that the company ignored warnings
of the defect's severity and did not warn consumers.
About Hagens Berman
Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com/-- is a
consumer-rights class-action law firm with offices in 10 cities.
The firm has been named to the National Law Journal's Plaintiffs'
Hot List eight times.
GENERAL MOTORS: Hillard Munoz Comments on 2nd Circuit Opinion
-------------------------------------------------------------
Hilliard Munoz Gonzales LLP disclosed that the Second Circuit on
July 13, 2016, sided with the victims of the ignition switch defect
scandal that GM covered up for over a decade. The Federal Circuit
Court ruled that victims who were killed or injured as a result of
the defect, but were prevented from seeking justice solely as a
result of GM's asserting bankruptcy protection, may now have their
day in court.
Robert Hilliard, co-lead counsel with primary responsibility for
personal injury and death cases in the federal MDL, said: "It is
hard to overstate this appellate earthquake. The Second Circuit,
in a sound and substantive way, called GM out for its cover up, its
lies, and its attempts to use bankruptcy as a way to hide from the
victims.
GM had started to believe its own "turned over a new leaf" rhetoric
even though it knowingly was willing to leave thousands of victims
dead and injured with no chance at just compensation. Today, the
sharp and bright rays of justice finally broke out from behind
decades of GM dark clouds, and this type of sunshine is the best
disinfectant."
Mr. Hilliard states, "As the court says, 'Due process applies even
in a company's moment of crisis.' I would go even further and say
GM's moment of crisis, a financial collapse of its own making, is
dust in the wind compared to the emotional and human crisis the car
company's decisions visited upon thousands of American families. I
look forward to beginning the process of trying the pre-bankruptcy
cases and having a jury's verdict speak on behalf of the victims,
just as the Second Circuit this morning spoke on behalf of the
victims.
Quotes from Second Circuit Opinion
". . . the only contingency was Old GM telling owners about the
ignition switch defect -- a contingency wholly in Old GM's control
and without bearing as to Old GM's own knowledge. New GM
essentially asks that we reward debtors who conceal claims against
potential creditors. We decline to do so. See Grogan, 498 U.S. at
286-87.
"Due process applies even in a company's moment of Crisis.
"We need not decide whether prejudice is an element when there is
inadequate notice of a proposed 363 sale, for even assuming
plaintiffs must demonstrate prejudice, they have done so here.
After examining the record as a whole, we cannot say with fair
assurance that the outcome of the 363 sale proceedings would have
been the same had Old GM disclosed the ignition switch defect and
these plaintiffs voiced their objections to the 'free and clear'
provision. Because we cannot say with any confidence that no
accommodation would have been made for them in the Sale Order, we
reverse.
"At the outset, it is difficult to evaluate in hindsight what the
objections would have been had plaintiffs participated in the 363
sale. Perhaps they would have tried to identify some legal defect
in the Sale Order, asked that economic losses or pre-closing
accidents arising from the ignition switch defect be exempted from
the 'free and clear' provision, or requested greater priority in
any GUC Trust distribution. But this uncertainty about the content
of plaintiffs' objections is the natural result of the lack of any
meaningful opportunity to be heard in the 363 sale proceedings.
"The facts paint a picture that Old GM did nothing, even as it knew
that the ignition switch defect impacted consumers. From its
development in 1997, the ignition switch never passed Old GM's own
technical specifications. Old GM knew that the switch was
defective, but it approved the switch for millions of cars anyway.
"Once the ignition switch was installed, Old GM almost immediately
received various complaints. News outlets reported about the
faulty ignition switch. NHTSA approached Old GM about moving
stalls and airbag non-deployments. A police report, which Old GM's
legal team possessed, linked these breakdowns to a faulty ignition
switch. Old GM even considered warning dealers (but not consumers)
about moving stalls. By May 2009, at the latest, Old GM personnel
had essentially concluded that the ignition switch, moving stalls,
and airbag non-deployments were related. Considering the airbag
issues, they believed that one of the two 'most likely
explanation[s] for the power mode signal change was . . . a problem
with the Ignition Switch.' J. App. 9783. A bankruptcy court could
reasonably read from this record that Old GM knew about the
ignition switch defect. Old GM knew that the defect caused stalls
and had linked the airbag non-deployments to the defect by May
2009. Even assuming the bankruptcy court erred in concluding that
Old GM knew, Old GM -- if reasonably diligent -- surely should have
known about the defect. Old GM engineers should have followed up
when they learned their ignition switch did not initially pass
certain technical specifications. Old GM lawyers should have
followed up when they heard disturbing reports about airbag
non-deployments or moving stalls. Old GM product safety teams
should have followed up when they were able to recreate the
ignition switch defect with ease after being approached by NHTSA.
If any of these leads had been diligently pursued in the seven
years between 2002 and 2009, Old GM likely would have learned that
the ignition switch defect posed a hazard for vehicle owners. Such
'reckless disregard of the facts [is] sufficient to satisfy the
requirement of knowledge.' McGinty v. State, 193 F.3d 64, 70 (2d
Cir. 1999). In the face of all the reports and complaints of
faulty ignition switches, moving stalls, airbag non-deployments,
and, indeed, serious accidents, and in light of the conclusions of
its own personnel, Old GM had an obligation to take steps to
'acquire full or exact knowledge of the nature and extent' of the
defect. United States v. Macias, 786 F.3d 1060, 1062 (7th Cir.
2015). Under these circumstances, Old GM had a duty to identify
the cause of the problem and fix it. Instead, the Valukas Report
recounts a corporate culture that sought to pin responsibility on
others and a Sisyphean search for the 'root cause.' Further, even
if the precise linkage between the ignition switch defect and
moving stalls and airbag non-deployments was unclear, Old GM had
enough knowledge. At minimum, Old GM knew about moving stalls and
airbag non-deployments in certain models, and should have revealed
those facts in bankruptcy. Those defects would still be the basis
of 'claims,' even if the root cause (the ignition switch) was not
clear."
About HMG
Hilliard Munoz Gonzales LLP (HMG) -- http://www.hmglawfirm.com/--
specializes in mass torts, personal injury, product liability,
commercial and business litigation, and wrongful death. Hilliard
Muñoz Gonzales LLP has been successfully representing clients in
the United States and Mexico since 1986. Bob Hilliard obtained the
Largest Verdict in the country in 2012 and the #1 verdict in Texas
in 2013.
HMG is actively seeking to represent other victims of GM's
defective vehicles.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of General
Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old
GM's bankruptcy filing. The U.S. government provided financing.
The deal was closed July 10, 2009, and Old GM changed its name to
Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the Chapter 11
cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner &
Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and
Morgan Stanley, Evercore Partners and the Blackstone Group LLP as
financial advisor. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.
* * *
The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC (GM
Holdings) subsidiary at 'BB+'. In addition, Fitch has affirmed GM
Holdings' secured revolving credit facility rating at 'BBB-' and
GM's senior unsecured notes rating at 'BB+'. The Rating Outlook
for GM and GM Holdings is Positive.
GENERAL MOTORS: Tort Claims Can Proceed in Ignition Switch Case
---------------------------------------------------------------
Stephen J. Lubben, writing for The New York Times' DealBook,
reported that the Court of Appeals for the Second Circuit has
broadly agreed with the federal bankruptcy court in New York that a
certain type of bankruptcy asset sale can bar successor liability
claims, but disagreed with the bankruptcy judge's "no harm, no
foul" analysis in the specific case of General Motors and its
failure to give proper notice to some potential creditors.
According to the report, most people will focus on the second point
of the decision, but the first has much more significance in the
long run for Chapter 11 practice.
The report noted that the case involves General Motors' notorious
and lamentable decision to hide from the public a flaw in its
ignition switches that could unexpectedly shut off engine power,
with potentially lethal consequences, until several years after its
bankruptcy case had concluded.
In the G.M. bankruptcy case, perhaps the most prominent example of
the collateral damage caused by the 2008 crisis in the banking
sector, the assets of "old G.M." were sold to "new G.M.," which was
a newly created company supported by the American and Canadian
governments, the report added. The sale order that the New York
bankruptcy judge Robert Gerber approved in 2009 provided that all
of old G.M.'s creditors were prohibited from going after the new
G.M. for claims, save for certain express exceptions, but nobody
knew about the ignition switch problem then, the report pointed
out.
The appellate court ruled in a decision released Wednesday that the
would-be G.M. plaintiffs should be given every benefit of the
doubt, the report said. That is, because G.M. hid the problem with
the ignition switches, the sale order would not bar their tort
claims in this case, as the potential plaintiffs had never been
told they might have defective cars, the report added.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
* * *
The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'. In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'. The
Rating Outlook for GM and GM Holdings is Positive.
GINGER OIL: $500K DIP Financing From Ginger Oil AB Sought
---------------------------------------------------------
Ginger Oil Company asks the U.S. Bankruptcy Court for the Southern
District of Texas for authorization to obtain Post-petition
Financing from its parent company, Ginger Oil AB.
The Debtor owes Independent Bank about $3.2 million, secured by a
first lien against substantially all of the Debtor's assets.
Continued use of IBTX's cash collateral won't generate sufficient
cash collateral to fund its ongoing obligations, fund the
development of its oil and gas assets and provide sufficient
funding for a plan of reorganization.
The proposed DIP Financing contains, among others, the following
key terms:
(a) DIP Financing Amount: $500,000, of which $290,000 be paid
upon approval of the Motion with the remaining balance to be in the
form of a line of credit which can be drawn down by the Debtor in
accordance with the Budget. An additional amount of approximately
$92,000 will be made available upon approval to enable the Debtor
to pay down the outstanding secured principal balance owed to IBTX
to $2,800,000.
(b) Interest Rate: 8% per annum, with the default rate at 10%
per annum.
(c) Fees: Debtor and/or Ginger Oil AB shall pay up to $50,000
of the DIP Lender’s attorney’s fees and expenses without the
need for further approval from the Bankruptcy Court.
(d) Collateral: As security for the DIP Financing, the DIP
Lender will be granted (i) valid, perfected, first-priority priming
liens, subject in priority and payment to the Carve-Out and IBTX
Expenses, on all of the Debtor’s real property interests plus
extractions therefrom as to the Debtor’s currently non-producing
properties; and (ii) valid, perfected, second priority liens,
subject and subordinate in priority and payment to the liens and
security interests of IBTX, the Carve-Out and IBTX Expenses, on all
of the Debtor’s real property interests plus extractions
therefrom as to the Debtor’s producing properties.
(e) Payment Terms: Unless and until the earlier of (i) the
date on which the Plan becomes effective, and (ii) the date on
which all outstanding indebtedness and other obligations owed or
owing by the Debtor to IBTX have been indefeasibly paid in full,
the Debtor and its estate shall only be obligated to pay accrued
interest on the DIP Financing on a monthly basis.
The Budget provides for the IBTX principal payment, in the amount
of $129,000, as well as various contingent capital needs amounting
to $158,000, which will be taken from the initial $290,000 payment.
The Budget also provides for payments in the amount of $50,000 to
Debtor's lawyer Julie Koenig, $25,000 to IBTX's lawyer Lee Morris,
$25,000 to Chapter 11 professional accountant Bill West, and $5,000
to the U.S. Trustee, among others.
The Debtor's Motion is scheduled for hearing on July 20, 2016 at
2:00 p.m.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/Ginger_Oil_84_DIP_Motion.pdf
A full-text copy of the Debtor's Budget is available at:
http://bankrupt.com/misc/Ginger_Oil_84-1_DIP_Budget.pdf
About Ginger Oil Company
Ginger Oil Company, engaged in the business of oil and gas
exploration and development in Arkansas, Louisiana and Texas, filed
a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No.
16-30678) on Feb. 4, 2016. The Debtor disclosed total assets of
$29.27 million and total debts of $6.47 million. The petition was
signed by William D. Neville as resident/director.
Judge Marvin Isgur handles the case. Cooper & Scully, PC, serves
as counsel to the Debtor.
U.S. Trustee Judy A. Robbins said in Jan. 2016 that she was unable
to appoint an official creditors committee.
GO YE VILLAGE: Exclusive Plan Filing Deadline Moved to Sept. 26
---------------------------------------------------------------
Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern
District of Oklahoma has extended, at the behest of Go Ye Village,
Inc., the exclusivity periods by 90 days each or until Sept. 26,
2016, to file a Plan and until Nov. 25, 2016, to obtain acceptances
of the Plan.
As reported by the Troubled Company Reporter on June 28, 2016, the
Debtor is making preparations to add a memory care unit, which will
have a material effect on future finances and operations, and
continues to implement other operational efficiencies, which will
impact the formulation of a plan. The Debtor requires additional
time to analyze the likely effect of these changes.
About Go Ye Village
Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition
(Bankr.
E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was
signed by Maurice D. Turney as president. The Debtor disclosed
total assets of $24.48 million and total debts of $36.18 million.
Doerner, Saunders, Daniel & Anderson, LLP, serves as the Debtor's
counsel. Judge Tom R. Cornish is assigned to the case.
The U.S. Trustee also appointed a patient care ombudsman in the
Debtors' bankruptcy case.
GOODING COUNTY SD: Moody's Affirms Ba2 Rating on GO Bonds
---------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating of Gooding
County School District (SD) 232 (Wendell), Idaho's general
obligation bonds, currently outstanding in the amount of $10.5
million. The outlook as been revised to stable from negative.
The affirmation of the district's Ba2 rating is based on the
district's very weak finances that include a negative general fund
reserve position and thin liquidity; small scale of operations and
limited tax base; an elevated debt burden; and manageable pension
and OPEB liabilities.
The removal of the negative outlook and assignment of a stable
outlook reflects the district's structurally balanced financial
results in 2015 and expectation that audited fiscal 2016 financial
figures will show continued improvement. The district also
recently received voter approval for a sizeable two-year
supplemental property tax levy that should allow it to address
outstanding deferred maintenance projects without adding debt or
revert to deficit spending.
Rating Outlook
The removal of the negative outlook and assignment of a stable
outlook reflects the district's structurally balanced financial
results in 2015 and expectation that audited fiscal 2016 financial
figures will show continued improvement. The district also
recently received voter approval for a sizeable two-year
supplemental property tax levy that should allow it to address
outstanding deferred maintenance projects without adding debt or
revert to deficit spending.
Factors that Could Lead to an Upgrade
Substantial and sustained improvement in the district's
financial position, including reserve levels and liquidity
Massive growth in the district's tax base size and economic
diversity
Decline in the district's overall debt burden
Factors that Could Lead to a Downgrade
Further weakening of the district's financial position,
including reserve levels and liquidity
Decline in the district's tax base
Decline in the district's student enrollment
Legal Security
The bonds are secured by the district's full faith, credit and
unlimited property tax pledge, and also backed by the Idaho School
Bond Credit Enhancement Program, which maintains an Aaa rating.
Use of Proceeds
Not applicable.
Obligor Profile
Located in Gooding County, the district provides K-12 education to
residents of the City of Wendell and surrounding areas.
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.
GUDELIA GARCIA MAQUEDA: Gets Approval of Plan to Exit Bankruptcy
----------------------------------------------------------------
A U.S. bankruptcy court on July 6 approved the plan proposed by
Gudelia Garcia Maqueda to exit Chapter 11 protection.
The U.S. Bankruptcy Court in Nevada gave the thumbs-up to Ms.
Maqueda's Chapter 11 plan of reorganization after finding that it
satisfies the requirements for confirmation under section 1129(a)
of the Bankruptcy Code.
In the same filing, the bankruptcy court also gave final approval
to the disclosure statement detailing the restructuring plan. The
disclosure statement was conditionally approved by the court on
April 26, court filings show.
A copy of the court order is available without charge at
https://is.gd/0yBXZl
Ms. Maqueda can be reached through her counsel:
Michael J. Harker, Esq.
2901 El Camino Ave., #200
Las Vegas, Nevada 89102
Email: Mharker@harkerlawfirm.com
Phone: (702) 248-3000
About Gudelia Garcia Maqueda
Gudelia Garcia Maqueda sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 15-13903) on July 6, 2015.
The case is assigned to Judge August B. Landis.
GUSTAVO ARANGO: Hires BDO Puerto Rico,PSC as Accountant
-------------------------------------------------------
Gustavo Arango, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ BDO Puerto Rico,PSC
as Accountant.
The Debtor requires BDO Puerto Rico to:
a. assist in the preparation of all financial data to be
presented to the US Trustee's Office within the first 15 days after
the filing. This date will be used for the IDI ("Initial Debtor's
Interview") and the General Meeting of Creditors
b. prepare financial projections and cash flows together with
Accountant's Report therein;
c. prepare Liquidation Analysis for the Bankruptcy Court along
with its related Notes and Accountant's Report;
d. assist Debtor's Legal Counseling in the preparation of the
Plan of Reorganization, Disclosure Statement, and all the related
documents for the Bankruptcy Court;
e. prepare a Summary of Claims and Payment Plan Worksheets,
reconciling the claims presented in the schedules with the proof of
claims filed, presenting the status of each claims;
f. classify claims and prepare the payment plan suggested for
each class of claims, individually and in the aggregate;
g. prepare the Feasibility Analysis and the Accountant's
Report thereto;
h. assist the Client in developing internal Plan of
Reorganization and Cost Containment Program to reduce expenses,
find revenues increase alternatives, and analysis of Debtor's
operations;
i. prepare and/or review of the Monthly Operating Reports for
the Bankruptcy Court;
j. assist in any matters related to creditors meetings, such
as meetings with banks and major creditors, looking forward for
effective negotiations which mat result in an effective
reorganization of the client;
k. assist in the organization of the dockets, proof of claims,
and other related documents to reduce electronic filing costs and
have effective access to all documents related to the Bankruptcy
Court;
l. assist the legal counselor in the efforts to restructure
bank debts, obtain new financing source, and/or any
Debtor-in-Possession or post-petition financing;
m. provide litigation support as specialized financial
witness; and
n. assist the Legal Counselors in any litigation that may
arise in the course of the reorganization that may require
financial and accounting testimony and litigation support.
BDO Puerto Rico will be paid at these hourly rates:
Shareholder $175
Senior Manager/Manager $150
Senior Associate $100
Associate $85
Administrative/Intern $60
A retainer in the amount of $5,500 plus Sales and Use Tax has been
required un this case and paid by Gustavo Arango.
BDO Puerto Rico will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Aida M. Escribani Ramallo from BDO Puerto Rico, PSC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
BDO Puerto Rico may be reached at:
Aida M. Escribani Ramallo
BDO Puerto Rico, PSC
PO Box 363436
1302 Ponce de Leon Avenue, 1st Floor
San Juan, PR 00907
Tel: 787-754-3999
Fax: 787-754-3105
E-mail: aescribano@bdo.com.pr
Gustavo Arango, Inc., filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 16-05118) on June 28, 2016, and is represented by Carmen
D. Conde Torres, Esq. of C. Conde & Assoc.
GUSTAVO ARANGO: Hires C. Conde & Assoc. as Attorney
---------------------------------------------------
Gustavo Arango, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ C. Conde & Assoc.,
as Attorney.
The Debtor requires C. Conde & Assoc., to:
a. advise the debtor with respect to its duties, powers and
responsibilities in his case under the laws of the United States
and Puerto Rico in which the debtor in possession conducts its
operation, do business, or is involved in litigation;
b. advise the debtor in connection with a determination
whether a reorganization is feasible and, if not, helping the
debtor in the orderly liquidation of its assets;
c. assist the debtor with respect to negotiations with
creditors for the purpose of arranging the orderly liquidation of
assets and/or for proposing a viable plan of reorganization;
d. prepare on behalf of the debtor the necessary complaints,
answers, orders, reports, memoranda of law and/or any other legal
papers or documents;
e. appear before the bankruptcy court, or any court which
debtors assert a claim interest or defense directly or indirectly
related to this bankruptcy case;
f. perform other legals services for the debtor as may be
required in these proceedings or in connection with the operation
of/and involvement with the debtor's business, including but not
limited to notarial services;
g. employ other professional services, if necessary.
C. Conde & Assoc., will be paid at these hourly rates:
Carmen D. Conde Torres, Esq. $300
Associates $275
Junior Attorney $250
Paralegal $150
C. Conde & Assoc., received a retainer in the amount of $25,000.
Carmen D. Conde Torres, Esq., senior attorney of C. Conde & Assoc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
C. Conde & Assoc., may be reached at:
Carmen D. Conde Torres, Esq.
254 San Jose Street, 5th Floor
Old San Juan, PR 00901
Telephone: 787-729-2900
Facsimile: 787-729-2203
E-mail: condecarmen@condelaw.com
Gustavo Arango, Inc., filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 16-05118) on June 28, 2016, and is represented by Carmen
D. Conde Torres, Esq. of C. Conde & Assoc. The Hon. Brian K.
Tester presides over the case.
HAGGEN HOLDINGS: Court Approves Amendment #2 to Albertson's APA
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approves Amendment # 2 to the Asset Purchase Agreement,
which amends that certain Asset Purchase Agreement by and among
Haggen Opco North LLC, Haggen, Inc., and Haggen Operations
Holdings, LLC, as Sellers, and the Buyer, Albertson's LLC, and that
certain letter agreement between the Parties regarding certain
capital improvements and promotional expenditures to be made in
connection with the Asset Purchase Agreement, (b) approving the
assumption and assignment of the Arlington, WA Lease to the Buyer,
(c) authorizing the Debtors to pay severance to certain of their
employees, and (d) authorizing the Debtors to consummate
transactions related to the Second Amendment and Letter Agreement.
Amendment #2 includes the assumption and assignment of the
Arlington, WA Lease to the Buyer, and the payment to severance to
certain of their employees.
The Sellers have agreed to enter into the Second Amendment to
further capitalize on certain of their assets and to clarify
certain terms of the APA in the broader context of the Albertson's
Sale. Particularly, the Sellers have agreed to sell to Buyer the
real property lease for the property located at 5917 195th Street
NE, in Arlington, Washington, which property is used primarily as
a
storage facility for certain of Sellers' records and equipment.
Under the Second Amendment, the Arlington, WA, Lease will be
assumed and assigned to Buyer and deemed instead to be a "Store
Lease." Furthermore, under the terms of the APA as currently
drafted, the Purchase Price for the Albertson's Sale is to be
adjusted downward for amounts payable by Buyer with respect to
Assumed Employee Liabilities to Transferred Employees in
accordance
with the valuations set forth on the Disclosure Schedule to the
APA.
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.
The petitions were signed by Blake Barnett, the chief financial
officer.
The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
In September 2015, T. Patrick Tinker, assistant U.S. Trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.
HECK INDUSTRIES: Taps Dodson, Four Others as Special Counsel
------------------------------------------------------------
Heck Industries, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Louisiana to hire a special counsel in
connection with its claim related to the Deepwater Horizon oil
spill.
Heck Industries, a concrete supply business owned by Heck
Enterprises Inc., has tapped Dodson Hooks & Frederick APLC,
Palmintier Holthaus & Fruge, Walters Pappillion Thomas Cullens LLC,
The Roederitz Law Firm, and Rudolph Estess to prepare all
documentation required to receive the settlement payment in the
amount of $1.72 million.
The special counsel will be compensated on a contingency basis of
15% of the settlement award to be split among them, and will be
reimbursed for work-related expenses.
Kenneth H. Hooks, III, Esq., a partner at Dodson, disclosed in a
court filing that the law firms do not represent or hold any
interest adverse to the Debtor or its estate.
The Debtor can be reached through its lead counsel:
William E. Steffes, Esq.
Noel Steffes Melancon, Esq.
Steffes, Vingiello, McKenzie, LLC
13702 Coursey Boulevard Building 3
Baton Rouge, LA 70817
Telephone: (225) 751-1751
Facsimile: (225) 751-1998
Email: nmelancon@steffeslaw.com
About Heck Industries
Heck Industries, Inc., sought Chapter 11 protection (Bankr. M.D.
La. Case No. 16-10516) on April 29, 2016, in Baton Rouge,
Louisiana. Hon. Douglas D. Dodd is the case judge. William E.
Steffes, Esq., Noel Steffes Melancon, Esq., and Barbara B. Parsons,
Esq., at Steffes, Vingiello & McKenzie, L.L.C., serve as the
Debtor's bankruptcy counsel.
The Debtor is the owner of a concrete supply business which has
operated throughout Louisiana since 1957. The Debtor's chapter 11
case was precipitated by a severe strain on collection of its
accounts receivable due to, among other things, unfortunate
weather conditions hampering the Debtor's ability to complete
numerous jobs awarded to it.
The Debtor estimated $1 million to $10 million in assets and debt.
HI-TEMP SPECIALTY: Hires CohnReznick as Financial Advisor
---------------------------------------------------------
Hi-Temp Specialty Metals, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
CohnReznick LLP as financial advisor to the Debtor and
Debtor-in-Possession, nunc pro tunc to June 22, 2016.
The Debtor requires CohnReznick to:
a. assist in the preparation and/or prepare the Debtor's
reporting, including but not limited to bankruptcy schedules,
abatements of financial affairs, and other documentation that may
be requested in connection with the initial interview with the
United States Trustee;
b. assist in the preparation and/or prepare weekly cash flow
forecasts and their assumptions, including weekly monitoring and
comparison of actual results to budget;
c. assist in the preparation of financial statement
projections ad other financial information in connection with
business plans, and those that may be required in connection with
the Debtor's refinancing activities;
d. serve as a liaison in communication and provide requested
information to creditors, the court and the United States Trustee;
e. provide expert testimony, as required; and
f. perform other bankruptcy consulting services as the Debtor
and CohnReznick ay mutually agree.
CohnReznick will be paid at these hourly rates:
Partnet/Senior Partner $610-$815
Manager/ Senior Manager/Director $450-$640
Other Professional Staff $300-$440
Paraprofessionals $195
CohnReznick will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin P. Clancy, partner of CohnReznick LLP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
CohnReznick may be reached at:
Kevin P. Clancy
CohnReznick LLP
1212 Avenue of the Americas
New York, NY 10036-1600
Phone: 212-297-0400
Fax: 212-922-0913
About Hi-Temp
Founded in 1982, Hi-Temp Specialty Metals, Inc. is a recycler and
provider of specialty recycled metals for the super alloy industry.
Hi-Temp is a wholly-owned subsidiary of Hi-Temp Acquisition Corp.,
Inc. Joseph Smokovich owns 87% of HTAC common stock and the
remaining 13% is owned by Larry Stryker, a former employee.
Hi-Temp employs between 20-25 people.
On June 22, 2016, Hi-Temp filed a voluntary petition in the U.S.
Bankruptcy Court for the Eastern District of New York. The case
is assigned to Judge Louis A. Scarcella. The petition, signed by
President and Chief Executive Officer Joseph Smokovich, estimates
assets in the range of $10 million to $50 million and liabilities
of up to $50 million.
HOLLY ENERGY: Moody's Assigns B1 Rating on $300MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Holly Energy
Partners, L.P. (HEP) proposed offering of $300 million of senior
unsecured notes. The company intends to use the notes proceeds to
repay borrowings outstanding under its revolving credit facility.
HEP's Ba3 Corporate Family Rating (CFR), stable outlook, and all
other ratings are unchanged.
"HEP's proposed bond offering is a debt neutral transaction,
helping to boost liquidity to fund planned growth initiatives,"
commented Arvinder Saluja, Moody's Vice President -- Senior
Analyst. "We expect HEP's leverage to remain unchanged and
supported by expected incremental EBITDA contribution from recently
acquired assets."
Issuer: Holly Energy Partners, L.P.
Ratings Assigned:
$300 Million Senior Unsecured Notes due 2024, B1(LGD5)
RATINGS RATIONALE
HEP's senior unsecured notes are rated B1, reflecting the size of
the senior secured revolver's priority claim to the notes, which
results in the notes being rated one notch beneath the Ba3 CFR
under Moody's Loss Given Default Methodology.
The Ba3 CFR reflects stable cash flows from pipeline, terminal, and
tankage assets supported in large part by long-term high margin
take-or-pay contracts, HEP's beneficial relationship with
HollyFrontier Corp. (HFC, Baa3 stable), which has provided
favorable growth opportunities, and leverage that is in line with
Ba3-rated midstream peers (around 4.1x for LTM ended March 31,
2016). The rating is restrained by HEP's small scale, geographic
concentration, customer concentration, and significant reliance on
HFC's Navajo refinery. HEP's rating also considers the growth and
distribution requirements inherent in the MLP business model, and
the inherent execution risk in its growth capital projects that
will bring additional cash flow and improve diversification.
HEP's SGL-3 rating reflects Moody's expectation of adequate
liquidity through 2017. As of March 31, 2016, the partnership had
$9 million of cash, $730 million of availability under its
$1.2 billion secured credit facility that matures in November 2018
(pro forma for repayment of revolver borrowings with the net notes
proceeds), and $264 million of annual revenue commitments from HFC
under contracts expiring from 2019 to 2030. In March 2016, HEP
amended the secured credit facility increasing its size to $1.2
billion. Covenants under the credit facility include consolidated
Debt / EBITDA of not more than 5.25x, senior secured Debt / EBITDA
of not more than 3.75x, and EBITDA / interest of no less than 2.5x.
Moody's estimates that currently contracted revenues will generate
sufficient EBITDA to maintain covenant compliance at current debt
levels. HEP's liquidity profile also benefits from its affiliation
with HFC.
Moody's would consider an upgrade if HEP were to increase
geographic diversification and scale without a deterioration in
business risk profile or leverage. HEP could be downgraded if
Moody's expected Debt / EBITDA to be sustained above 5.0x as a
result of a leveraging acquisition, if the partnership acquires
assets with a less favorable business risk profile, if contract
coverage of revenues declines, or if new assets are acquired with
either no contracts or contracts with less favorable terms than
existing ones. Moody's could also downgrade HEP if HFC's credit
profile deteriorated.
The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.
Headquartered in Dallas, Texas, Holly Energy Partners, L.P. is a
master limited partnership (MLP) formed to acquire, own, and
operate substantially all of the crude oil and refined product
pipelines, terminals, and tankage assets of HFC.
INCASE INC: Plan Confirmation Moots Cash Collateral Request
-----------------------------------------------------------
The Honorable Christopher J. Panos of the U.S. Bankruptcy Court for
the District of Massachusetts declared Incase, Inc.'s Motion for
the Continued Use of Cash Collateral moot in light of the Debtor's
confirmed Plan.
A full-text copy of the Order, dated July 12, 2016, is available at
https://is.gd/p9C6Cu.
Incase, Inc., filed a chapter 11 petition (Bankr. D. Mass. Case No.
14-42821) on Dec. 31, 2014, is represented by David M. Nickless,
Esq., at Nickless, Phillips And O'Connor, and estimated its assets
and debts at less than $1 million at the time of the filing.
INNOCENT CHINWEZE: Files Plan to Exit Chapter 11 Protection
-----------------------------------------------------------
Innocent Chinweze on July 10 filed with the U.S. Bankruptcy Court
for the Southern District of Florida his proposed plan to exit
Chapter 11 protection.
Under the restructuring plan, Mr. Chinweze proposes to make 20
quarterly payments to general unsecured creditors. Each general
unsecured creditor will receive a pro rata share of $500 per
quarter for the payments.
The aggregate amount of scheduled unsecured claims is $80,947,
according to court filings.
Funds to be used to make cash payments under the plan will come
from the collection of rents from Mr. Chinweze's investment
properties in N. Lauderdale, and Gainesville, Florida; and from his
occupation as a lawyer.
An outline of the proposed Chapter 11 plan is available for free at
https://is.gd/98Kr0Q
Mr. Chinweze can be reached through his counsel:
Elias Leonard Dsouza, Esq.
DCS Law Group, P.A.
111 N. Pine Island Road, Suite 205
Plantation, Florida 33324
Telephone: (954) 358-5911
Facsimile: (954) 357-2267
Email: dtdlaw@aol.com
www.DsouzaLegalGroup.com
About Innocent Chinweze
Innocent O. Chinweze sought protection under Chapter 13 of the
Bankruptcy Code on January 4, 2016. The case was converted to a
Chapter 11 case (Bankr. S. D. Fla. Case No. 16-10063) on February
17, 2016.
INTELSAT JACKSON: Moody's Rates $490MM Sr. Secured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Intelsat Jackson
Holdings S.A.' s $490 million senior secured notes and, as part of
the same rating action, affirmed Intelsat S.A.'s (Intelsat) Caa2
corporate family rating (CFR), Caa3-PD/LD probability of default
rating (PDR). With Jackson's 6.625% notes due 2022 having recently
been guaranteed, Moody's upgraded their rating to Caa2 from Caa3.
All other debt instrument ratings in the corporate family were
affirmed (see ratings listing below). Intelsat's speculative grade
liquidity rating was also affirmed, at SGL-3 (adequate liquidity),
and its rating outlook was maintained at negative.
Intelsat is the senior-most entity in the Intelsat group of
companies and is the entity at which Moody's maintains the CFR, PDR
and SGL ratings, and is the only company in the family issuing
financial statements. Intelsat guarantees debts at its subsidiary,
Intelsat (Luxembourg) S.A. and, as well, at Intelsat (Luxembourg)'s
subsidiary, Jackson.
The rating action was prompted by Intelsat arranging funding, by
way of Jackson's new senior secured notes, for a tender offer by
which existing notes are repurchased at a discount to par. The
transaction is the most recent of several steps by which Intelsat
is partially recapitalizing and, in the aggregate, Moody's views
the current sequence of transactions, which it believes will be
completed within about 60-90 days, as comprising a distressed
exchange.
As outlined in Moody's 17 May 2016 press release, with the tender
offer component of the transaction sequence completed, the agency
has appended the /LD limited default indicator to Intelsat's PDR;
this will remain for one business day and is expected to be a
one-time event, at least over the near term.
However, while Moody's would normally reassess all ratings upon the
limited default indicator being withdrawn, it will defer conducting
a comprehensive ratings reassessment until the current sequence of
transactions is completed. In the interim, all existing long term
ratings were affirmed (with the exception of the Jackson 2022
notes).
The following summarizes Moody's ratings and today's rating actions
for Intelsat:
Assignments in the name of Intelsat Jackson Holdings S.A.:
-- Senior Secured Guaranteed Bond/Debenture, Assigned B1 (LGD1)
Upgrades in the name of Intelsat Jackson Holdings S.A.:
-- Senior Unsecured Bond/Debenture (Jackson 2022 notes), Upgraded
to Caa2 (LGD3) from Caa3 (LGD4)
Other rating and outlook actions in the name of Intelsat S.A.:
-- Corporate Family Rating, Affirmed at Caa2
-- Probability of Default Rating, Affirmed at Caa3-PD/LD
-- Speculative Grade Liquidity Rating, Affirmed at SGL-3
(adequate)
-- Outlook, Maintained at Negative
Affirmations in the name of Intelsat Jackson Holdings S.A.:
-- Senior Secured Bond, Affirmed at B1 (LGD1)
-- Senior Secured Bank Credit Facility, Affirmed at B1 (LGD1)
-- Senior Unsecured Bond/Debenture, Affirmed at Caa2 (LGD3)
Affirmations in the name of Intelsat (Luxembourg) S.A.
-- Senior Unsecured Regular Bond/Debenture, Affirmed at Ca (LGD5)
INTERLEUKIN GENETICS: Offers Management Program to Amway Employees
------------------------------------------------------------------
Interleukin Genetics, Inc., has signed an agreement with Employee
Health & Welfare, a leading direct selling company, to provide
Interleukin's PerioPredict Genetic Risk Test and Patient Engagement
Platform to Amway's employees as part of an enhanced employee
benefits plan. Under terms of the agreement, Interleukin Genetics
will make PerioPredict available to Amway's approximately 5,000
employees in the US. The program is expected to start in September
2016.
PerioPredict identifies individuals at increased risk for severe
periodontitis due to a genetic tendency to over-produce
inflammation, so employees can enhance preventive care and better
manage chronic inflammation. PerioPredict is supported by an
interactive communications platform customized to each individual's
risk profile, behavioral tendencies and personal preferences. The
combined program provides genetic insights to enable targeted
treatment plans and delivers engaging personalized content tailored
to maximize participant engagement. The program is designed to
transform the management of an individual's inflammation and
promote wellness.
"We are excited to provide PerioPredict as a covered benefit to our
employees," said Claire Groen, VP Global Compensation & Benefits
"Through access to this test and the supporting educational
engagement platform, our employees have an option to be more
involved in understanding their own individual results, so they may
take proactive steps toward disease prevention to enhance their
overall health and wellness. We are looking forward to partnering
with Interleukin Genetics on this important program at Amway."
"We are very pleased to announce the implementation of our
PerioPredict program with Amway, a global leader and true innovator
in the health and wellness industry," said Mark Carbeau, chief
executive officer of Interleukin. "Our relationship with Amway is
another demonstration of executing on our strategy to partner with
progressive employers who see value to integrating dental and
medical science into a more holistic approach to health. We look
forward to continuing to expand this important genetic test and
engagement platform."
The Agreement has an initial term of 3 years and thereafter
automatically renews on an annual basis unless terminated by either
party. The Agreement may be terminated by either party (i)
immediately upon breach of the confidentiality provisions or if a
party violates certain laws, (ii) upon breach or default of
performance by the other party if the breach or default is not
cured within 15 days or (iii) after July 1, 2017, with 90 days
written notice. Implementation of the Agreement is expected to
start in September 2016.
About Interleukin
Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.
Interleukin reported a net loss of $7.89 million on $1.44 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $6.33 million on $1.81 million of total revenue for the
year ended Dec. 31, 2014.
As of March 31, 2016, Interleukin had $4.61 million in total
assets, $8.37 million in total liabilities, and a total
stockholders' deficit of $3.75 million.
Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
recurring losses from operations and has an accumulated deficit
that raise substantial doubt about the Company's ability to
continue as a going concern.
INTERNATIONAL WIRE: Upsized Notes Has no Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's said that the upsize of International Wire Group Holdings,
Inc.'s proposed $250 million senior secured notes due 2021 to $260
million does not impact the company's ratings, including its B2
corporate family rating, B2-PD probability of default rating and B3
rating on senior secured notes issued by its operating subsidiary,
International Wire Group, Inc., or stable outlook.
Headquartered in Camden, New York, International Wire Group
Holdings, Inc. manufactures and markets copper wire products
including bare, silver-plated, nickel-plated and tin-plated copper
wire, engineered wire products and high performance conductors, for
other wire suppliers, distributors and original equipment
manufacturers. The company serves customers in the aerospace,
automotive, electronics and data communications, general
industrial/energy, electronics and medical device end-markets
through its three business segments: the Bare Wire Division
("BWD"), High Performance Conductors ("HPC"), and Engineered Wire
Products - Europe ("EWP-E"). MAST Capital Management, LLC is the
majority owner of the company's common equity. In the last twelve
months ending March 31, 2016, International Wire generated
approximately $600 million in revenues.
INTOWN COMPANIES: Using Cash Collateral to Repave Motel Complex
---------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized InTown Companies, Inc., to use cash
collateral for the purpose of repaving the parking lot of the
Debtors' Motel Complex, which was a non-budgeted expense.
A full-text copy of the Order, dated July 11, 2016, is available at
https://is.gd/7y7poO
The Intown Companies, Inc., dba American Quality Lodge, filed a
chapter 11 petition (Bankr. N.D. Fla. Case No. 14-50374) on Nov.
11, 2014, is represented by Thomas B. Woodward, Esq., in
Tallahassee, Fla., and estimated its assets and liabilities at less
than $10 million at the time of the filing.
J.S. & F. MANAGEMENT: Aug. 12 Hearing on Full-Payment Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to hold a hearing on August 12, at 10:00 a.m., to consider
confirmation of the Chapter 11 plan of reorganization proposed by
J.S. & F. Management, Inc.
Under the restructuring plan, general unsecured creditors will
receive 100% of their claims on the effective date of the plan.
These creditors assert a total of $7,887 in claims.
The plan also proposes to pay holders of unsecured priority claims
in full, according to the disclosure statement approved by the
bankruptcy court.
A copy of the latest version of the disclosure statement is
available for free at https://is.gd/U3scCP
About J.S. & F. Management
J.S. & F. Management, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S. D. N.Y. Case No. 16-22011) on
January 5, 2016. The petition was signed by Barbara C. McCabe,
vice-president.
The case is assigned to Judge Robert D. Drain. The Debtor is
represented by Marc A. Pergament, Esq., at Weinberg, Gross &
Pergament, LLP.
At the time of the filing, the Debtor estimated its assets at $1
million to $10 million and debts at $500,000 to $1 million.
JADE WINDS: Solicitation Period Extended to Aug. 11
---------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has extended Jade Winds Association,
Inc.'s exclusive right to solicit acceptances of its plan of
reorganization through and including Aug. 11, 2016.
As reported by the Troubled Company Reporter on June 20, 2016, the
Debtor asked the Court to extend the exclusive right to solicit
plan acceptances by ninety days through Sept. 13, 2016. The Debtor
has been working diligently to resolve its disputes with creditors
and to propose and confirm a plan of reorganization in this case.
The Debtor submits that it is currently on track to reach these
goals.
Headquartered in North Miami Beach, Florida, Jade Winds
Association, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-17570) on April 27, 2015, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million. The petition was signed by Cristina D. Moinelo,
director.
Judge Robert A Mark presides over the case.
Bradley S Shraiberg, Esq., Shraiberg, Ferrara, & Landau P.A. Serves
as the Debtor's bankruptcy counsel.
JOHNSON CITY, NY: Moody's Cuts GO Rating to Ba1, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded the Village of Johnson
City, NY's general obligation rating to Ba1 from A3. The outlook
remains negative. The village has $28 million in general
obligation bonds outstanding.
The downgrade to Ba1 and negative outlook reflect the decline in
the village's liquidity and financial position at the close of
fiscal 2015. Further, the downgrade reflects the village's limited
tax base, debt profile associated with the Joint Sewage Treatment
plant and outstanding union contracts that will continue to
pressure the village's budget.
Rating Outlook
The negative outlook reflects Moody's position that the village
will be challenged to produce structurally balanced budgets moving
forward given ongoing renegotiation of union contracts, burdensome
health care costs and lack of financial flexibility.
Factors that Could Lead to an Upgrade (Remove the Negative
Outlook):
Resolution of outstanding union negotiations with budgeted
increases that do not overly burden the village's general fund
Material increases in the village's tax base and socio-economic
profile
Return to structurally balanced budgets leading to growth in
reserves
Factors that Could Lead to a Downgrade:
Further declines in financial reserves
Continued deterioration of tax base and socio-economic profile
Draws on financial resources to pay debt service on Joint Sewage
Treatment plant
Legal Security
The bonds are secured by the town's general obligation pledge as
limited by the Property Tax Cap-Legislation (Chapter 97 (Part A) of
the Laws of the State of New York, 2011).
Use of Proceeds
Not applicable
Obligor Profile
The Village of Johnson City is located in the Binghamton
Metropolitan Statistical Area, and as of 2015, had a population of
14,977.
KEITH VALAER SESSOMS: Unsecured Creditors to Get Full Payment
-------------------------------------------------------------
Keith Valaer Sessoms and Pamela Snyder Sessoms on July 7 filed with
the U.S. Bankruptcy Court for the Middle District of North Carolina
a Chapter 11 plan of reorganization, which proposes to pay general
unsecured creditors in full.
Under the plan, holders of general unsecured claims who are
classified in Class XIV will receive a distribution of 100% of
their allowed claims.
The plan contemplates payments to various classes of creditors
using different sources of funds, including the Debtors' income;
proceeds from the sale of their real property located at 712 Dover
Road, Greensboro, North Carolina; or from a loan secured by the
property.
The Debtors have already listed the Dover property for sale, and
have sought exit financing to pay general unsecured creditors in
full, offering the Dover property as collateral.
A copy of the disclosure statement detailing the Chapter 11 plan is
available for free at https://is.gd/jj3CX9
The Debtors can be reached through their counsel:
Samantha K. Brumbaugh, Esq.
Ivey, McClellan, Gatton & Talcott, LLP
P.O. Box 3324
Greensboro, North Carolina 27402
Phone: (336) 274-4658
Fax: (336) 274-4540
About The Sessoms
Keith Valaer Sessoms and Pamela Snyder Sessoms sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
15-10335) on March 29, 2015.
KEITHVILLE WELL: Seeks to Hire Danny Lawler as Auctioneer
---------------------------------------------------------
Keithville Well Drilling & Services, LLC seeks approval from the
U.S. Bankruptcy Court for the Western District of Louisiana to hire
an auctioneer.
The Debtor proposes to hire Danny Lawler of Lawler Auction Company
in connection with the sale of a property through an auction.
Mr. Lawler will receive a commission, which is 15% of the amount
realized from the sale of the property, and a buyers premium of
10%.
In a court filing, Mr. Lawler disclosed that he does not represent
or hold any interest adverse to the Debtor's estate.
The Debtor can be reached through its counsel:
Robert W. Raley, Esq.
Ayers, Shelton, Williams, Benson & Paine, LLC
Suite 1400, Regions Tower
333 Texas Street (71101)
P.O. Box 1764
Shreveport, Louisiana 71166-1764
Telephone: 318-227-3500
Direct Line: 318-227-3322
Facsimile: 318-227-3980
Email: robertraley@arklatexlaw.com
About Keithville Well Drilling & Services
Keithville Well Drilling & Services, LLC, is a family business that
was founded and operated by John Talley. Subsequently, Keithville
was operated by his son, Howard Talley. Now, John Talley's
grandson, Jeff Talley, and his great-grandsons, Jacob Talley and
Eric Talley operate the family business. For many years,
Keithville drilled residential and commercial water wells, and more
recently, it drilled water supply and injection wells for the oil
exploration and production industry.
Keithville Well Drilling & Services sought Chapter 11 protection
(Bankr. W.D. La. Case No. 16-10545) on April 1, 2016. The petition
was signed by Jeffrey C. Talley, managing member. The Honorable
Judge Jeffrey P. Norman is assigned to the case. The Debtor
estimated assets and liabilities in the range of $1 million to $10
million. Robert W. Raley, Esq., at Ayers, Shelton, Williams,
Benson & Paine, LLC, serves as the Debtor's counsel.
KETTERLE CAB: Debtor To File Motion To Dismiss Ch. 11 Case
----------------------------------------------------------
The Honorable Melvin S. Hoffman of the U.S. Bankruptcy Court for
the District of Massachusetts, was informed by Debtor Ketterle Cab,
Inc.'s Counsel that the Debtor will file a motion to dismiss its
chapter 11 case.
A full-text copy of the Order, dated July 12, 2016, is available at
https://is.gd/DGdDvB
KINDER MORGAN: Moody's Affirms (P)Ba1 Rating on Seniority Shelf
---------------------------------------------------------------
Moody's Investors Service affirmed Kinder Morgan Inc.'s (KMI) Baa3
senior unsecured and Prime-3 commercial paper ratings.
The affirmation follows the announcement on July 10, that KMI will
sell a 50% equity interest in the Southern Natural Gas (SNG)
pipeline system to The Southern Company (Baa2 stable). KMI will
use the $1.47 billion sale proceeds to reduce debt. The
transaction is subject to Hart-Scott-Rodino approval. If the
transaction does not close, SNG will continue to be 100%-owned by
KMI and covered by the KMI cross-guarantee structure.
"We affirmed Kinder Morgan's rating as the $1.5 billion reduction
of the company's $43 billion of adjusted debt will have a small but
positive impact on leverage, as they're selling half of Southern
Natural Gas for 10.4X EBITDA, while Kinder itself is levered at
5.8X EBITDA as of the end of Q1 2016 according to our calculations"
said Terry Marshall, Moody's Senior Vice-President.
Outlook Actions:
Issuer: Colorado Interstate Gas Company
Outlook, Remains Stable
Issuer: Copano Energy, LLC
Outlook, Remains Stable
Issuer: El Paso CGP Company
Outlook, Remains Stable
Issuer: El Paso Energy Capital Trust I
Outlook, Remains Stable
Issuer: El Paso Natural Gas Company
Outlook, Remains Stable
Issuer: El Paso Pipeline Partners Operating Company
Outlook, Remains Stable
Issuer: El Paso Tennessee Pipeline Co.
Outlook, Remains Stable
Issuer: Hiland Partners, LP
Outlook, Remains Stable
Issuer: K N Capital Trust I
Outlook, Remains Stable
Issuer: K N Capital Trust III
Outlook, Remains Stable
Issuer: Kinder Morgan Energy Partners, L.P.
Outlook, Remains Stable
Issuer: Kinder Morgan Finance Company, LLC
Outlook, Remains Stable
Issuer: Kinder Morgan G.P., Inc.
Outlook, Remains Stable
Issuer: Kinder Morgan Inc.
Outlook, Remains Stable
Issuer: Tennessee Gas Pipeline Company
Outlook, Remains Stable
Affirmations:
Issuer: Colorado Interstate Gas Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: Copano Energy, LLC
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: El Paso CGP Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: El Paso Energy Capital Trust I
Pref. Stock Preferred Stock, Affirmed Ba1
Issuer: El Paso Holdco LLC
Subordinate Conv./Exch. Bond/Debenture, Affirmed Ba1
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: El Paso Natural Gas Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: El Paso Pipeline Partners Operating Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: El Paso Tennessee Pipeline Co.
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: Hiland Partners, LP
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: K N Capital Trust I
Pref. Stock Preferred Stock, Affirmed Ba1
Issuer: K N Capital Trust III
Pref. Stock Preferred Stock, Affirmed Ba1
Issuer: Kinder Morgan Energy Partners, L.P.
Multiple Seniority Shelf, Affirmed (P)Ba1
Multiple Seniority Shelf, Affirmed (P)Baa3
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: Kinder Morgan Finance Company, LLC
Senior Secured Regular Bond/Debenture, Affirmed Baa3
Issuer: Kinder Morgan G.P., Inc.
Pref. Stock Preferred Stock, Affirmed Ba2
Issuer: Kinder Morgan Inc.
Multiple Seniority Shelf,, Affirmed (P)Baa3
Senior Unsecured Commercial Paper, Affirmed P-3
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: Kinder Morgan Kansas Inc.
Junior Subordinated Regular Bond/Debenture, Affirmed Ba1
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
Issuer: Sonat Inc.
Senior Secured Regular Bond/Debenture, Affirmed Baa3
Issuer: Tennessee Gas Pipeline Company
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
RATINGS RATIONALE
KMI's Baa3 rating reflects its significant scale, high quality
assets, fee-based cash flows and strong dividend coverage, tempered
by its high leverage. Moody's forecasted year-end 2017 debt to
EBITDA for KMI of around 5.4x remains high for an investment grade
company, but reflects our expectation of an improving trend in
leverage following the company's significant dividend cut and a
moderation of growth capex. KMI's dividend coverage has improved
significantly to over 4x from a very tight 1x and it is not reliant
on capital markets access to fund growth projects through 2017.
KMI benefits from relatively stable cash flow generated from a
combination of long term contracts and regulated returns from
energy infrastructure assets. About two-thirds of cash flow is
contributed by demand pull customers, which generally provide more
stable cash flow than supply push customers. However, about 24% of
cash flow is subject to a volume risk and about 9% of cash flow is
subject to short term commodity price volatility, a majority of
which is hedged. This primarily relates to oil production tied to
the CO2 business segment, which we expect to remain weak through
2017 due to still low commodity prices.
As part of the November 2014 re-organization of KMI, a
cross-guarantee was executed by KMI and most of its domestic,
wholly-owned subsidiaries, leading to the Baa3 rating for all of
the included entities. Four rated entities are not part of the
cross-guarantee group. Three of these entities have issued
preferred stock that is rated Ba1: El Paso Energy Capital Trust I,
KN Capital Trust I, and KN Capital Trust III. The sole asset of
each is subordinated debt of KMI, which was funded by the rated
preferred stock, which is the principal liability of each entity.
The preferred stock issued by these entities is rated one notch
lower than KMI at Ba1, reflecting the credit quality of the
subordinated payment obligation of KMI that supports the
preferreds. The fourth non-cross guaranteed entity is Kinder
Morgan GP Inc., which issued preferred stock that is rated Ba2.
This entity has ownership interests that generate about $100
million of annual distributable cash flow and the preferreds have a
preferential right to dividends over KMI's common shareholder. The
preferreds are rated two notches below KMI's senior unsecured
rating at Ba2.
KMI's liquidity is excellent. At March 31, 2016, KMI had $175
million of cash and approximately $4.1 billion of availability
(after $900 million of drawings and $48 million of commercial paper
borrowings) under its $5 billion revolving credit facility, which
matures in 2019. Moody's expects that the company will generate
approximately $1.1 billion of free cash flow over the 15 month
period from March 31, 2016 to June 30, 2017. Free cash flow and
available liquidity will be sufficient to fund about $2.0 billion
in debt maturities over the same period. Moody's expects KMI to be
in compliance with its sole financial covenant (consolidated total
debt to consolidated EBITDA not greater than 6.5x).
The stable outlook reflects KMI's stable cash flow and leverage
that we expect to improve through 2017.
The rating could be upgraded if Moody's adjusted debt to EBITDA
appears to be sustainable around 5.0x and the company's dividend
policy appears to enable the company continued funding of growth
capex with a significant component of retained cash flow.
The ratings could be downgraded if it appears that Moody's adjusted
debt to EBITDA will be sustained above 5.8x or business risk
increases.
Kinder Morgan Inc. is the largest midstream energy company in the
North America, operating product pipelines, natural gas pipelines,
liquids and bulk terminals, and CO2, oil, and natural gas
production and transportation assets. The company is headquartered
in Houston, Texas.
The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.
KU6 MEDIA: Completes Merger with Shanda
---------------------------------------
Ku6 Media Co., Ltd., announced the completion of the merger
contemplated by the previously announced Agreement and Plan of
Merger dated as of April 5, 2016, among the Company, Shanda
Investment Holdings Limited and Ku6 Acquisition Company Limited, a
wholly owned subsidiary of Parent. As a result of the merger, the
Company became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the
Company's shareholders at an extraordinary general meeting held on
July 8, 2016, all of the Company's ordinary shares issued and
outstanding immediately prior to the effective time of the merger
were cancelled in consideration for the right to receive US$0.0108
per Share and all of the issued and outstanding American depositary
shares of the Company, each representing 100 Shares, were cancelled
in consideration for the right to receive US$1.08 per ADS (less
US$0.05 per ADS cancellation fees pursuant to the terms of the
Deposit Agreement, dated as of February 8, 2005, among the Company,
Citibank, N.A., as depositary (the "ADS Depositary") and the
holders of ADSs issued thereunder), in each case, in cash, without
interest and net of any applicable withholding taxes except for the
following Shares (including Shares represented by ADSs), which were
cancelled and cease to exist at the effective time of the merger
but did not convert into the right to receive the foregoing merger
consideration:
(a) Shares held by Parent, the Company or any of their
subsidiaries and Shares (including Shares represented by
ADSs) held by the ADS Depositary and reserved for issuance
and allocation pursuant to the Company's equity
compensation plans immediately prior to the effective time
of the merger, which were cancelled without payment of any
consideration or distribution therefor;
(b) restricted Shares, each of which will be cancelled at the
effective time of the Merger and thereafter represent only
the right to receive the issuance of restricted shares in
the Company (continuing as the surviving company) in
accordance with the Merger Agreement; and
(c) Shares owned by shareholders who have validly exercised and
have not effectively withdrawn or lost their dissenters'
rights under the Cayman Islands Companies Law Cap. 22 (Law
3 of 1961, as consolidated and revised) (the "Cayman
Islands Companies Law"), which were cancelled and will
entitle the former holders thereof to receive the fair
value thereon in accordance with such holders' dissenters'
rights under the Cayman Islands Companies Law.
Shareholders of record as of the effective time of the merger who
are entitled to receive the merger consideration will receive a
letter of transmittal and instructions on how to surrender their
share certificates in exchange for the merger consideration.
Shareholders should wait to receive the letter of transmittal
before surrendering their share certificates. As soon as
practicable after the date of this announcement, the ADS Depositary
will call for the surrender of all ADSs in exchange for the
delivery of the merger consideration. Upon the surrender of ADSs,
the ADS Depositary will pay to the surrendering holders US$1.08 per
ADS surrendered (less an ADS cancellation fee of US$0.05 per ADS)
in cash, without interest and net of any applicable withholding
taxes.
The Company also announced that it requested that trading of its
ADSs on NASDAQ to be halted prior to market open and be suspended
effective at the close of business of July 12, 2016. The Company
requested that NASDAQ file a Form 25 with the Securities and
Exchange Commission notifying the SEC of the delisting of its ADSs
on NASDAQ and the deregistration of the Company's registered
securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its
reporting obligations under the Securities Exchange Act of 1934, as
amended, by filing a Form 15 with the SEC in ten days after the
filing of the Form 25 with the SEC. The Company's obligations to
file with the SEC certain reports and forms, including Form 20-F,
will be suspended immediately as of the filing date of the Form 15
and will cease once the deregistration becomes effective.
As a result of the Merger, the Company has terminated all offerings
of its securities pursuant to its registration statements with the
SEC.
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.
Ku6 Media reported a net loss of $2.05 million on $10.90 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.72 million on $8.58 million of total net revenues
for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, KU6 Media had $9.01 million in total assets,
$14.49 million in total liabilities and a total shareholders'
deficit of $5.48 million.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that facts and circumstances including recurring losses,
negative working capital, net cash outflows, and uncertainties
associated with significant changes made, or planned to be made, in
respect of the Company's business model raise substantial doubt
about the Company's ability to continue as a going concern.
KU6 MEDIA: Securities Delisted from NASDAQ
------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the Securities and
Exchange Commission to notify the termination of the registration
of Ku6 Media Co., Ltd.'s American Depositary Shares, each
representing 100 ordinary shares on the Exchange.
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.
Ku6 Media reported a net loss of $2.05 million on $10.90 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.72 million on $8.58 million of total net revenues
for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, KU6 Media had $9.01 million in total assets,
$14.49 million in total liabilities and a total shareholders'
deficit of $5.48 million.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that facts and circumstances including recurring losses,
negative working capital, net cash outflows, and uncertainties
associated with significant changes made, or planned to be made, in
respect of the Company's business model raise substantial doubt
about the Company's ability to continue as a going concern.
KU6 MEDIA: Shanda, et al., No Longer Own Ordinary Shares
--------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Tianqiao Chen, Shanda Media Limited, Premium Lead
Company Limited, Shanda Interactive Entertainment Limited,
Shanda Investment Holdings Limited, Shanda Pictures Corporation and
Shanda Media Group Limited disclosed that as of July 12, 2016, they
do not beneficially own any ordinary shares, Par Value $0.00005 Per
Ordinary Share, and American Depositary Shares, Each Representing
100 Ordinary Shares of Ku6 Media Co., Ltd. A full-text copy of the
regulatory filing is available at:
https://is.gd/wNgPua
About Ku6 Media
Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content. Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.
Ku6 Media reported a net loss of $2.05 million on $10.90 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.72 million on $8.58 million of total net revenues
for the year ended Dec. 31, 2014.
As of Dec. 31, 2015, KU6 Media had $9.01 million in total assets,
$14.49 million in total liabilities and a total shareholders'
deficit of $5.48 million.
PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that facts and circumstances including recurring losses,
negative working capital, net cash outflows, and uncertainties
associated with significant changes made, or planned to be made, in
respect of the Company's business model raise substantial doubt
about the Company's ability to continue as a going concern.
LARRY D. REYNOLDS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of The Larry D. Reynolds and Martha Jane Joint
Revocable Living Trust.
The Larry D. Reynolds and Martha Jane Joint Revocable Living Trust
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Mo. Case No. 16-50230) on June 9, 2016. The Debtor is
represented by Ronald S. Weiss, Esq., at Berman Deleve Kuchan &
Chapman.
LBH NATIONAL: Seeks Interim Okay to Use Cash Collateral
-------------------------------------------------------
LBH National Corporation asks the U.S. Bankruptcy Court for the
District of Colorado for authorization to use cash collateral,
which is derived from commissions earned from the sale of real
estate closed by the Debtor's brokers and sales agents.
The Debtor relates that its principal secured creditor is ERA
Franchise Systems, LLC. The Debtor further relates that it may owe
ERA approximately $1,500,000 pursuant to a Conversion Promissory
Note plus additional amounts claimed due under a terminated
franchise agreement. The Debtor contends that the ERA claim is
secured by the Debtor's personal property, including accounts
receivable.
The Debtor's proposed Budget is intended to be applicable to the
months of July through September. The Budget provides for expenses
such as payroll, personnel, equipment, communications, marketing
and office supplies, among others. The Budget allocates the
following amounts for expenses: $332,813.25 for the month of July,
$356,398.18 for the month of August and $338,862.54 for the month
of September.
"The Debtor's revenues are dependent upon continued real estate
closings. Without the use of cash collateral, the Debtor will have
insufficient funding to pay the sales agents and maintain the
ongoing operation of its offices. Therefore, the Debtor's use of
cash collateral during the interim period is necessary to avoid
immediate and irreparable harm to the estate through the loss of
the sales agents, employees, and the ongoing goodwill associated
with its offices. . . . The Debtor will be replacing its cash
during the course of its operations through real estate sales
closings and charges to the sales agents and therefore the Debtor
can adequately protect ERA through the post-petition pledge of
commission income from post-petition closings," the Debtor
relates.
A full-text copy of the Debtor's Motion, dated July 11, 2016, is
available at https://is.gd/YW6O07.
LBH National Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-16247) on June 23,
2016. The petition was signed by Roger Herman, president and CEO.
The case is assigned to Judge Michael E. Romero. The Debtor is
represented by Lee M. Kutner, Esq., and Jeffrey S. Brinen, Esq.,
at Kutner Brinen, P.C., in Denver. At the time of the filing, the
Debtor estimated its assets and liabilities at $1 million to $10
million.
LBJ HEALTHCARE: Patient Care Ombudsman Finds Care Within Standards
------------------------------------------------------------------
Constance Doyle, as the Patient Care Ombudsman for LBJ Healthcare
Partners Inc., has issued a First Interim Report for the period
June 3 to 30, 2016.
The Patient Care Ombudsman finds that all care provided to the
residents/clients by LBJ Healthcare Inc. at the Villa Lauren
Resident Home is within the standard of care.
The Ombudsman notes that the Debtor has 20 staff in three shifts
24/7. There is a medication technician manning the medication room
throughout the day and evening for the distribution and recording
of ordered medication to the clients. Other staff members are
caregivers and there is a separate kitchen staff, maintenance and
administration.
There are two psychologists with weekly visits and there are two
psychiatrists that make monthly and/or requested visits. When
needed, such as with a diabetic diagnosis, a nurse comes from the
Department of Mental Health or other government agency to
administer any sort of injection needed or the client may be taught
to self administer.
The Ombudsman notes that the facility is large and appears to have
been built in the 1980’s and could use a facelift but is clean
and well stocked as to food supplies.
Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc.,
fdba Bayshore Villa Healthcare Partners, Inc., aw Brian Buenviaje,
aw Rosalinda Buenviaje, filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 16-15197) on April 21, 2016, listing
$49,370 in total assets and $1.27 million in total liabilities.
The petition was signed by Brian Buenviaje, president and CEO.
Judge Vincent P. Zurzolo presides over the case. Robert M Aronson,
Esq., at the Law Office of Robert M. Aronson, serves as the
Debtor's bankruptcy counsel.
LEN-TRAN INC: Taps ReMax Alliance Group as Broker
-------------------------------------------------
Len-Tran, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire ReMax Alliance Group.
The Debtor tapped the firm to market and sell approximately 85
acres of real property located in Palmetto, Florida. ReMax
Alliance will receive a 4% brokerage commission.
David Roth, a real estate broker employed by ReMax Alliance,
disclosed in a court filing that the firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Roth
ReMax Alliance Group
8407 Cooper Creek Blvd.
Sarasota, FL 34201
About Len-Tran Inc.
Len-Tran, Inc., dba Turner Tree & Landscape, based in Bradenton,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-04145) on May 13, 2016. Elena P Ketchum, Esq., at Stichter,
Riedel, Blain & Postler, P.A., serves as counsel to the Debtor.
In its petition, the Debtor estimated $1 million to $10 million
in both assets and liabilities. The petition was signed by
Darrell Turner, president.
LIFE PARTNERS: Trustee Taps Roetzel & Andress as Local Counsel
--------------------------------------------------------------
The Chapter 11 trustee of Life Partners Holdings, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to hire Roetzel & Andress LPA.
The firm will serve as local counsel for H. Thomas Moran II, the
bankruptcy trustee, and the holding company's subsidiaries Life
Partners, Inc. and LPI Financial Services, Inc.
Roetzel & Andress will provide legal services, which include the
filing of a notice of removal and any additional procedural motions
related to a pending class action lawsuit in Pinellas County,
Florida.
W. Scott Callahan and Mary-Beth Valley, the Roetzel professionals
expected to perform the services, will receive $475 per hour and
$325 per hour, respectively.
In a court filing, W. Scott Callahan disclosed that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
W. Scott Callahan, Esq.
Roetzel & Andress LPA
200 South Orange Avenue
SunTrust Center, Suite 1000
Orlando, FL 32801
Direct Dial: 407-245-2440
Phone: 407-896-2224
Fax: 407-835-3596
Email: scallahan@ralaw.com
About Life Partners Holdings
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case. The trustee is represented by Thompson & Knight
LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LINC USA GP: U.S. Gov't Objects to Proposed Sale of Assets
----------------------------------------------------------
The United States of America, on behalf of the United States
Department of Interior, objects to the motion filed by Linc USA GP
and its affiliated debtors, seeking among other things, for
approval of the sale of assets, and assumption and assignment of
executory contracts and unexpired leases, which includes federal
oil and gas interests.
Karen K. Maston, Assistant United States Attorney, asserts that the
Debtors' requests to assume the federal leases and contract and to
assign certain leases and contracts requires the consent of the
United States because it is imperative to preserve the Government's
ability to determine with whom to do business. Moreover, the Code
of Federal Regulations requires the lessee to file requests to
transfer leases with the United States and conditions the
effectiveness of the transfers on the approval of the United
States, Ms. Maston further asserts.
The DOI further objects to Debtors' Motion to the extent that it
limits the DOI's rights to conduct audits and compliance reviews to
ensure that the Debtors have cured any defaults, including pre and
postpetitions royalties and interest accrual owed to Office of
Natural Resources Revenue on those leases and agreements, or
provide adequate assurance that such defaults will be cured, and
must assume their audit and compliance related obligations. Thus,
accordingly, in order to assume, or assume and assign the various
federal oil and gas interest, the Debtors must first cure their
outstanding debts with the United States.
The United States of America, on behalf of the United States
Department of Interior is represented by:
Karen K. Maston, Esq.
OFFICE OF THE UNITED STATES ATTORNEY
Assistant United States Attorney
Attorney in Charge
1000 Louisiana Street, Suite 2300
Houston, Texas 77002
Telephone: 713.567.9000
Facsimile: 713.718.3303
Email: karen.maston@usdoj.gov
About Linc USA GP
Each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy
Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast
Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula
Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc.,
Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana),
LLC filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32689) on May
29, 2016.
Linc USA GP and its subsidiaries operate an independent oil and gas
exploration and production business with a primary focus on
conventional onshore and shallow state water properties along the
Gulf Coast of Texas and properties in the Powder River Basin of
Wyoming. The Debtors, through their majority owned subsidiary,
Renaissance Umiat, LLC (which is not a Debtor), also own oil and
gas properties in the Umiat field on Alaska's North Slope. The
Debtors are ultimately owned by Linc Energy Ltd., an Australian
corporation established in the year 2000, shares of which were
listed on the Singapore Stock Exchange. Linc Energy Ltd. entered
into voluntary administration in Australia on April 15, 2016.
The Debtors estimated assets in the range of $50 million to $100
million and debts of up to $500 million. As of the Petition Date,
the Debtors estimate that they owed approximately $5.8 million to
their vendors.
Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson
Consultants LLC acts as the Debtors' notice, claims and balloting
agent.
Judge David R Jones presides over the cases.
The Office of the U.S. Trustee on June 17 appointed three creditors
of Linc USA GP and its affiliates to serve on the official
committee of unsecured creditors. The Creditors' Committee has
tapped McKool Smith, P.C., as legal counsel.
LONG-DEI LIU: Patient Care Ombudsman Satisfied With Care Provided
-----------------------------------------------------------------
Constance R. Doyle, the Patient Care Ombudsman appointed in the
Chapter 11 case of Long-Dei Liu, filed a First Interim Report for
the period May 24 to June 30, 2016. The Patient Care Ombudsman
finds that all care provided to the patients by Dr. Liu is well
within the standard of care. It is apparent that every effort is
undertaken to assure a warm, caring environment, according to the
PCO.
Orange, Calif.-based Long-Dei Liu filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 16-11588). Judge Theodor
Albert presides over the case. Long-Dei Liu, MD, is a single
practioner who has practiced obstetrics and gynecology since 1981.
MARION CLAY: Disclosure Statement Hearing on August 25
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
is set to hold a hearing on August 25, at 2:00 p.m., to consider
the outline of Chapter 11 plan proposed by ES Services and H
Varnadoe for Marion Clay & Gravel, LLC.
The deadline for filing objections to the disclosure statement is
August 18.
The plan proponent can be reached through:
Patrick A. Sheehan, Esq.
429 Porter Avenue
Ocean Springs, MS 39564
About Marion Clay & Gravel
Marion Clay & Gravel, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Miss. Case No. 15-50724) on April 30,
2015. The petition was signed by Harry Varnadoe, member.
The case is assigned to Judge Katharine M. Samson.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
MAURO CEVENINI: Files Plan to Exit Chapter 11 Protection
--------------------------------------------------------
Mauro Cevenini on July 9 filed with the U.S. Bankruptcy Court for
the Southern District of Florida a disclosure statement detailing
his proposed plan to exit Chapter 11 protection.
Under the plan of reorganization, Mr. Cevenini proposes to make 20
quarterly payments to general unsecured creditors. Each general
unsecured creditor will receive a pro rata share of $1,000 per
quarter for the payments.
The aggregate amount of scheduled unsecured claims is $170,061,
according to court filings.
Funds to be used to make cash payments under the plan will come
from the collection of rents from Mr. Cevenini's investment
properties in Vero Beach and Gainesville, Florida; from his income
as a business consultant; and from his wife's income as a tax
preparer.
A copy of the latest version of the disclosure statement is
available for free at https://is.gd/fK4tZu
Mr. Cevenini can be reached through his counsel:
Elias Leonard Dsouza, Esq.
DCS Law Group, P.A.
111 N. Pine Island Road, Suite 205
Plantation, Florida 33324
Telephone: (954) 358-5911
Facsimile: (954) 357-2267
Email: dtdlaw@aol.com
www.DsouzaLegalGroup.com
About Mauro Cevenini
Mauro Cevenini sought protection under Chapter 13 of the Bankruptcy
Code on May 26, 2015. The case was converted to a Chapter 11 case
(Bankr. S. D. Fla. Case No. 15-19488) on November 10, 2015.
MCK MILLENIUM: Plan Filing Exclusivity Extended to Oct. 21
----------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of MCK
Millennium Centre Retail LLC, the Debtor's exclusivity and time to
file its plan and disclosure statement through and including Oct.
21, 2016.
A status hearing on the Debtor's plan and disclosure statement is
set for Oct. 25, 2016, at 10:30 a.m.
As reported by the Troubled Company Reporter on June 28, 2016, the
Debtor sought the extension, believing that the best use of its
time and resources at this point in the case is to focus on working
towards case resolution by sale of the Debtor's real property or by
refinancing thereof, rather than focusing on negotiating a plan and
disclosure statement which will necessarily change over time as the
means of case resolution becomes certain. The Debtor and lender
MLMT 2005-MKB2 Millennium Centre Retail LLC have negotiated the
terms of a final cash collateral order which extends the sale or
refinancing deadline to Oct. 14, 2016.
MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date. The Debtor is represented by Jonathan D.
Golding, Esq., and Richard N. Golding, Esq., at The Golding Law
Offices, P.C. The Debtor hired Kraft Law Office as its special
real estate counsel. Lender MLMT 2005 MKB2 Millennium Centre
Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A.
Cole, Esq., at Bryan Cave LLP.
MCK MILLENNIUM: Has $15M Offer for Chicago Retail Space
-------------------------------------------------------
On July 26, 2016, at 10:00 a.m., Jonathan D. Golding, attorney for
MCK Millennium Centre Retail, LLC, will ask the Honorable Jack B.
Schmetterer of the U.S. Bankruptcy Court for the Northern District
of Illinois to authorize the sale of Debtor's condominium retail
space located at 33 W. Ontario Street, Chicago, IL ("Retail
Parcel") to MLMT 2005-MKB2 Millennium Centre Retail LLC ("MLMT")
for $15,000,000, outside the ordinary course of its business.
The Debtor and MLMT are finalizing their agreement ("Contract").
Secured creditor, MLMT, has a mortgage lien on the Retail Parcel
securing a debt in the amount of $10,510,305 as of the Petition
Date, accruing interest as of that date at an annual rate of
9.52%.
Other than the mortgage lien of MLMT, the only other recorded
interest in the Retail Parcel, comprising Property Identification
Numbers 17-09-234-(001-035), which appears on the Cook County
Recorder of Deeds website is the lis pendens filed on behalf of
claimant Paul Tsakiris, which arises from a contract for sale which
was rejected during this reorganization.
The Debtor's business justification for the sale outside the
ordinary course of its business is to satisfy the claim of its
secured creditor MLMT and thereby cease the accrual of additional
fees and costs associated with the ongoing dispute between the
Debtor and MLMT.
Pursuant to the Contract, the buyer will make an initial earnest
money payment of $200,000 ("Earnest Money"), with an additional
earnest money payment of $500,000 ("Extension Funds") payable upon
and in the event that the buyer seeks a 30-day extension to close
the purchase.
In the event that the buyer exercises this 30-day extension, the
Debtor seeks authorization to pay over to MLMT the Earnest Money
and the Extension Funds within three business days of the Debtor's
receipt of the Extension Funds, and the Earnest Money and the
Extension Funds taken together will be applied by MLMT to the
Debtor's principal balance under MLMT's allowed claim.
About MCK Millennium Centre Realty
MCK Millennium Centre Realty, LLC, is in the business of operating
condominium retail space located at 33 W. Ontario Street, Chicago,
IL 60654.
MCK Millennium Centre Realty filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date.
The Debtor is represented by Jonathan D. Golding, Esq., and Richard
N. Golding, Esq., at The Golding Law Offices, P.C. The Debtor
hired Kraft Law Office as its special real estate counsel.
Lender MLMT 2005 MKB2 Millennium Centre Retail LLC is represented
by Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave
LLP.
MED-SURG GROUP: Taps Caldwell & Riffee as Legal Counsel
-------------------------------------------------------
Med-Surg Group, Incorporated seeks approval from the U.S.
Bankruptcy Court for the Southern District of West Virginia to hire
Caldwell & Riffee as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) give legal advice with respect to the Debtor's powers and
duties;
(b) prepare legal papers;
(c) represent the Debtor in connection with the negotiation
of priority and secured claims of the United States of
America and the West Virginia State Tax Department;
(d) represent the Debtor in connection with the preparation
of a disclosure statement and reorganization plan.
The firm's professionals and their hourly rates are:
Joseph Caldwell $300
Charles Riffee, II $220
Paralegal $50
The firm can be reached through:
Joseph W. Caldwell, Esq.
Caldwell & Riffee
P.O. Box 4427
Charleston, WV 25364
Phone: (304) 925-2100
Fax: (304) 925-2193
Email: joecaldwell@frontier.com
Email: chuckriffee@frontier.com
About Med-Surg Group
Med-Surg Group, Incorporated sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S. D. W.Va. Case No. 16-50176) on July
11, 2016. The petition was signed by Olu R. Sangodeyi, director.
The case is assigned to Judge Frank W. Volk.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
MED-SURG GROUP: Wants to Use IRS' Cash Collateral
-------------------------------------------------
Med-Surg Group, Incorporated asks the U.S. Bankruptcy Court for the
Southern District of West Virginia for authorization to use cash
collateral.
The Debtor contends that the authority to use cash collateral is
necessary to prevent irreparable harm to its estate.
The Internal Revenue Service holds a claim against the Debtor
secured by a validly filed federal tax lien. The IRS lien
encumbers accounts receivable to be collected by the Debtor. The
Debtor proposes that the Internal Revenue Service be given a
post-petition replacement lien on the Debtor's cash collateral,
including accounts receivable, as adequate protection for use of
pre-petition accounts receivable. The claim of the Internal
Revenue Service is in the approximate sum of $202,000 and the
Debtor estimates that it will generate accounts receivable in at
least the amount of $200,000 per month. Further, the IRS may have
received a preference which the Debtor is willing to compromise in
exchange for reasonable cash collateral and adequate protection
payments, the Debtor indicates.
A full-text copy of the Debtor's Motion, dated July 12, 2016, is
available at https://is.gd/EU124l
Med-Surg Group, Incorporated, sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of West Virginia (Beckley) (Case No. 16-50176) on July 11,
2016. The petition was signed by Olu R. Sangodeyi, director.
The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell
& Riffee. The case is assigned to Judge Frank W. Volk. The Debtor
estimated assets and liabilities at less than $10 million at the
time of the filing.
MIDSTATES PETROLEUM: Plan Confirmation Hearing on August 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas is set
to hold a hearing on August 17 to consider approval of a plan
proposed by Midstates Petroleum Company, Inc., to exit Chapter 11
protection.
The restructuring plan will delever the balance sheets of Midstates
Petroleum and Midstates Petroleum Company LLC, an affiliate, by
more than $1.8 billion. This represents over 90% of the companies'
funded debt.
Under the plan, the projected recovery for general unsecured
creditors, whose projected amount of claims totals $1.29 million,
is 0.9%.
The official committee of unsecured creditors opposes the plan,
believing it is not in the "best interest" of general unsecured
creditors and does not meet the requirements for approval under the
Bankruptcy Code, according to court filings.
The court hearing will be continued to August 29, at 9:00 a.m.
(prevailing Central Time) if the committee files a notice of its
intent to contest its confirmation on or before August 9.
Objections to confirmation of the plan must be filed on or before
August 10, which is also the date by which ballots must be received
by Kurtzman Carson Consultants LLC, the companies' claims and
solicitation agent.
A copy of the latest version of the disclosure statement detailing
the proposed plan is available for free at https://is.gd/72UgfA
About Midstates Petroleum Company
Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.
Midstates Petroleum Company, Inc. and Midstates Petroleum Company
LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos.
16-32237 and 16-32238) on April 30, 2016. The petitions were
signed by Nelson M. Haight, executive vice president and chief
financial officer Judge David R Jones presides over the case. As of
Dec. 31, 2015, the Company listed assets of $679 million and total
debts of $2 billion.
The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as lead bankruptcy counsel, Jackson Walker LLP as
their local and conflicts bankruptcy counsel, and Evercore Group
L.L.C. as investment banker. Kurtzman Carson Consultants LLC
serves as claims and noticing agent.
The Office of the U.S. Trustee, on May 12, 2016, appointed three
creditors to serve on the official committee of unsecured
creditors. The Committee taps Squire Patton Boggs (US) LLP as
counsel, Berkeley Research Group LLC as financial advisor, and
Conway Mackenzie, Inc. as special E&P advisor.
MITEL NETWORKS: Moody's Confirms B2 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service confirmed Mitel Networks Corporation's B2
corporate family rating and B3-PD probability of default rating,
and downgraded the ratings on the $50 million revolving credit
facility and $660 million (face value) term loan of Mitel, with its
subsidiaries, Mitel US Holdings Inc. and Mavenir Systems as
co-borrowers, to B1 from Ba3. Moody's also affirmed Mitel's SGL-2
speculative grade liquidity rating and changed the ratings outlook
to stable from rating under review. This action concludes the
review for upgrade initiated on April 15, 2016, when Mitel
announced the acquisition of Polycom Inc., a provider of unified
communication and collaboration solutions for voice and video, in a
transaction that was valued at about $2 billion.
"The ratings confirmation follows termination of the merger
agreement with Polycom which would have improved Mitel's leverage,
geographic and product diversity, and scale had a superior offer
not surfaced", says Peter Adu, a Moody's AVP. "The downgrade of
the ratings on the secured credit facilities reflect Moody's
treatment of a portion of the UK pensions as secured rather than
unsecured obligations which eliminate loss absorption capacity,"
Adu added.
Ratings Confirmed:
Corporate Family Rating, B2
Probability of Default Rating, B3-PD
Ratings Downgraded:
$50 million first lien revolving credit facility due 2020, to B1
(LGD2) from Ba3 (LGD2)
$660 million (face value) first lien term loan due 2022, to B1
(LGD2) from Ba3 (LGD2)
Rating Affirmed:
Speculative Grade Liquidity Rating, SGL-2
Outlook:
Changed To Stable From Rating Under Review
RATINGS RATIONALE
Mitel's B2 CFR primarily reflects declining revenue in its core
premise-based PBX telecom business, vulnerability to competition
from larger players, and an acquisition growth strategy that has
the potential to elevate leverage (adjusted Debt/EBITDA). These
factors are mitigated by the company's improved scale, market
position and business diversity following acquisitions, good free
cash flow generation, demonstrated commitment to deleveraging, and
favorable long-term market growth potential for its core business
due to aging installed base. Mitel is well-positioned to benefit
from a shift towards IP-based communications although the
transition has been much slower than expected due to subdued
economic conditions in North America and Europe, a trend that is
likely to continue for the next few years. Due to the low capital
intensity of its businesses, Moody's expects the company to
continue to generate positive free cash flow to repay debt and
sustain leverage below 4x (was 5x at LTM Q1/2016) within the next
12 to 18 months.
Mitel's good liquidity (SGL-2 rating) is supported by cash of
around $110 million (including a $60 million termination fee from
Polycom), full availability under its $50 million revolver due in
April 2020, and annual free cash flow in excess of $80 million.
These sources will be more than sufficient to meet term loan
amortization of about $6.5 million per year. Moody's expects Mitel
to maintain headroom of at least 10% under its lone bank financial
covenant (leverage test) over the next four to six quarters even
with step-downs. Mitel's ability to generate liquidity from asset
sales is limited as the credit facilities are secured by liens on
all the assets of the company and its material subsidiaries.
The outlook is stable and reflects Moody's expectation that while
revenue from Mitel's core business is declining, contributions from
its growth businesses (Cloud and Mobile) will more than compensate
such that leverage will be sustained below 4x.
A rating upgrade will require Mitel to demonstrate it can
materially grow revenue and EBITDA organically while maintaining
good liquidity. In addition, an upgrade will require Mitel to
sustain adjusted Debt/EBITDA below 3.5x and FCF/Debt above 10%. The
rating could be downgraded if there is a material deterioration in
Mitel's top line or if its liquidity position worsens due to
consistently negative free cash flow generation. Also, the rating
could be downgraded if earnings shortfall or acquisition activity
results in adjusted Debt/EBITDA being sustained towards 6x.
The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.
Mitel Networks Corporation, headquartered in Ottawa, Canada,
provides business communication and collaboration software and
services across mobile, cloud and premised-based platforms. Revenue
for the twelve months ended March 31, 2016, was about $1.2 billion.
NANOSPHERE INC: Perkins Capital Has 1.1% Stake as of June 30
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Perkins Capital Management, Inc. disclosed that as of
June 30, 2016, it beneficially owns 143,000 shares of common stock
of Nanosphere, Inc., representing 1.1 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at https://is.gd/BUoO6C
About Nanosphere
Nanosphere, Inc., develops, manufactures and markets an advanced
molecular diagnostics platform, the Verigene System, that enables
simple, low cost and highly sensitive genomic and protein testing
on a single platform. The Verigene System includes a bench-top
molecular diagnostics workstation that is a universal platform for
genomic and protein testing and provides for multiple tests to be
performed on a single platform, including both genomic and protein
assays, from a single sample. Its proprietary nanoparticle
technology provides the ability to run multiple tests
simultaneously on the same sample. Nanosphere was founded by Chad
A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is
headquartered in Northbrook, IL.
Nanosphere reported a loss attributable to common shareholders of
$42.84 million on $21.07 million of total revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to common
shareholders of $39.07 million on $14.29 million of total revenue
for the year ended Dec. 31, 2014.
As of March 31, 2016, Nanosphere had $39.78 million in total
assets, $27.49 million in total liabilities and $12.29 million in
total stockholders' equity.
Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company's recurring
losses from continued use of cash to fund operations raise
substantial doubt about its ability to continue as a going concern.
NAUTILUS DEVELOPMENT: Up to $162K Cash Collateral Use for June OK
-----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorized Nautilus Development, Inc., to use cash
collateral for a one-month period, beginning June 1, 2016 and
ending June 30, 2016.
Judge Nevins authorized the Debtor to use up to $162,043.32 for the
expenses identified in the Budget.
Judge Nevins ordered the Debtor to make adequate protection
payments to Dime Savings Bank in the amount of $1,500 for the month
of June, 2016 and RCN Capital in the amount of $250 for each
month.
"It is essential to the Debtor's business and operations to use
cash generated from its rental payments from its properties so as
to continue to pay ordinary course business expenses. Without
court authority to use the cash collateral, the Debtor will suffer
harm and be forced to terminate operations and abort any chance for
successful reorganization. The absence of authority to use cash
collateral will more than likely result in terminated operations
and the loss of the going concern value to the Debtor's estate,"
Judge Nevins acknowledged.
Secured Creditor Dime Bank, a/k/a Dime Savings Bank, claims a duly
perfected non-avoidable first position security interest in certain
of the Debtor’s real properties located in Groton, North
Stonington and Preston Connecticut.
Secured creditor RCN Capital, LLC has claimed a duly perfected
non-avoidable security interest in the Debtor's property in Groton,
Connecticut.
A full-text copy of the Order, dated July 12, 2016, is available at
https://is.gd/NO4xyR
Nautilus Development, Inc.
Nautilus Development, Inc., sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Connecticut (Hartford) (Case No. 16-20056) on January 15, 2016.
The petition was signed by John Syragakis, president.
The Debtor is represented by Peter L. Ressler, Esq., at Groob
Ressler & Mulqueen, P.C. The case is assigned to Judge Ann M.
Nevins.
The Debtor estimated assets of $1 million to $10 million and debts
of
$1 million to $10 million.
NESCO LLC: Moody's Lowers CFR to Caa3, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded NESCO, LLC's Corporate Family
Rating to Caa3 from Caa1, its Probability of Default Rating (PDR)
to Caa3-PD from Caa1-PD, and its senior secured second lien notes
to Ca from Caa2. The rating outlook is negative. The rating
downgrade reflects demand weakness in the company's end markets.
Moody's downgraded these ratings:
Issuer: NESCO, LLC:
Corporate Family Rating, to Caa3 from Caa1;
Probability of Default Rating, to Caa3-PD from Caa1-PD;
Senior Secured Second Lien Notes due 2021, to Ca (LGD4) from
Caa2 (LGD4).
The ratings outlook remains negative.
RATINGS RATIONALE
NESCO's Caa3 CFR reflects high risks for the company's business
from elevated leverage and limited financial flexibility given weak
demand for the company's services as evidenced by the contraction
in the company's margins, low profitability, and high leverage
approximating 10 times. Although EBITDA / Interest coverage is
anticipated to be over 1x in 2016 its liquidity is expected to
remain weak even though capital expenditures are anticipated to be
reduced. Moody's anticipate 2016's performance to be below 2015
with EBITDA contracting from already low levels. Moreover, Moody's
believes that NESCO will experience low profitability through at
least the end of 2017. As demand for its rental equipment is
driven by investment in the electrical transmission business, the
outlook will remain bleak so long as the utility companies do not
meaningfully increase the level of spending. The rating also
reflects our view that liquidity is weak and its debt balance is a
multiple of its property plant and equipment.
NESCO's liquidity profile is considered to be weak as there is
little remaining availability under its $250 million ABL revolving
credit facility due 2019. Moreover, if its springing covenants
were triggered Moody's believes it would be challenged to meet the
required thresholds. The high usage of the revolving credit
facility reduces liquidity available to help sustain the company
through the current difficult operating environment. Although
NESCO is reigning in capital expenditures, recent years investments
and weak operating performance has increased leverage. The company
has the ability to sell fleet to free up cash but we believe demand
for its equipment could be pressured by end market conditions.
The ratings could be downgraded if the company fails to show
progress towards deleveraging and if the springing covenant were to
spring. A further decline in EBITDA margins could also result in
downwards rating pressure as would EBITDA/Interest under 1x.
The ratings would be considered for an upgrade if the company's
EBITDA margins and revenues were to improve, particularly if they
were progressing towards 2014 levels. A meaningful improvement in
liquidity and Debt / EBITDA improving to and sustained below 8
times on a Moody's adjusted basis would be necessary to support
positive ratings traction.
The ratings outlook could revert to stable if margins were
anticipated to improve meaningfully and leverage was expected to
remain under 10x and also deemed to be improving.
The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in December 2014.
NESCO, LLC based in Fort Wayne, Indiana, rents and sells a range of
new and used equipment for the electric power transmission and
distribution (T&D) industry, including on- and off-highway,
overhead and underground equipment, arbor equipment, sign erection
and maintenance equipment. Customers include utility contractors
and utilities in the United States and Canada that are performing
installation, maintenance, upgrades and repairs to T&D
infrastructure. Revenues for 2015 were almost $200 million.
NET ELEMENT: Inks $10 Million Purchase Agreement with ESSOUSA
-------------------------------------------------------------
Net Element, Inc., entered into a common stock purchase agreement
with ESSOUSA Holdings, LLC, which provides that, upon the terms and
subject to the conditions and limitations set forth therein, ESOUSA
is committed to purchase up to an aggregate of $10 million of
shares of the Company's common stock over the 30-month term of the
Purchase Agreement.
Concurrently with entering into the Purchase Agreement, the Company
also entered into a registration rights agreement with ESOUSA, in
which the Company agreed to file one or more registration
statements, as permissible and necessary to register under the
Securities Act of 1933, as amended, registering the sale of the
shares of the Company's common stock that will and may be issued to
ESOUSA under the Purchase Agreement.
Under the Purchase Agreement, after the Securities and Exchange
Commission declares effective the registration statement referred
to above, on any trading day selected by the Company, the Company
has the right, in its sole discretion, to present ESOUSA with a
purchase notice, directing ESOUSA (as principal) to purchase up to
50,000 shares of the Company's common stock per business day, up to
$10 million of the Company's common stock in the aggregate at a per
share price equal to the lesser of:
* the consolidated closing bid price of the Company's common
stock established by the Nasdaq Capital Market on the purchase
date; or
* the arithmetic average of the 3 lowest consolidated closing
bid prices for the Company's common stock during the 10
consecutive trading days ending on the trading day immediately
preceding the purchase date.
However, no Regular Purchase may exceed $1 million per business
day. The number of shares for each Regular Purchase may be
increased to up to 75,000 shares if the consolidated closing bid
price of shares of our common stock is not below $0.50 per share on
the date of the applicable Purchase Notice and to up to 100,000
shares if the consolidated closing bid price of shares of our
common stock is not below $1.00 per share on the date of the
applicable Purchase Notice.
In addition, on any date on which the Company submits a Purchase
Notice to ESOUSA and the Company's stock price is not less than
$0.25 per share, the Company also has the right, in its sole
discretion, to present ESOUSA with a volume-weighted average price
purchase notice directing ESOUSA to purchase on the next trading
day an amount of stock to not exceed the lesser of (i) 2 times the
maximum number of shares allowed to be sold for a Regular Purchase
with applicable consolidated closing bid prices or (ii) 20% of the
trading volume of the Common Stock on the business day following
VWAP Purchase Notice. The purchase price per share pursuant to
such VWAP Purchase Notice is the lesser of (i) the consolidated
closing bid price of Common Stock on the VWAP Purchase Date; or
(ii) 95% of volume weighted average price for the Common Stock on
the VWAP Purchase Date.
The Purchase Price and VWAP Purchase Price will be adjusted for any
reorganization, recapitalization, non-cash dividend, stock split,
reverse stock split, or other similar transaction occurring during
the period(s) used to compute the Purchase Price and VWAP Purchase
Price. The Company may deliver multiple Purchase Notices and VWAP
Purchase Notices to ESOUSA from time to time during the term of the
Purchase Agreement, so long as the most recent purchase has been
completed.
The Purchase Agreement provides that the Company and ESOUSA shall
not effect any sales under the Purchase Agreement on any purchase
date where the consolidated closing bid price of the Company's
common stock is less than $0.50. There are no trading volume
requirements or restrictions under the Purchase Agreement, and the
Company will control the timing and amount of sales of the
Company's common stock to ESOUSA. ESOUSA has no right to require
any sales by the Company, but is obligated to make purchases from
the Company as directed by the Company in accordance with the
Purchase Agreement.
In addition, the total number of shares of common stock that may be
issued under Purchase Agreement, including the Commitment Shares,
will be limited to 2,362,724 shares of Company common stock, which
equals 19.99% of the Company's outstanding shares of common stock
as of the date of the Purchase Agreement, unless stockholder
approval is obtained to issue more than such 19.99%. The Exchange
Cap will be adjusted for any stock dividend, stock split, reverse
stock split or similar transaction. The foregoing limitation will
not apply if stockholder approval has not been obtained and at any
time the Exchange Cap is reached and at all times thereafter the
average price paid for all shares of Company common stock issued
under the Purchase Agreement is equal to or greater than $1.880, a
price equal to the consolidated closing bid price of the Company
common stock on the date of the Purchase Agreement. In no event
will the Company be required or permitted to issue any shares of
its common stock under the Purchase Agreement if such issuance
would violate the rules or regulations of the Nasdaq Capital
Market.
The Company will not issue any shares of our common stock under
Purchase Agreement if such shares proposed to be issued and sold,
when aggregated with all other shares of the Company common stock
then owned beneficially (as calculated pursuant to Section 13(d) of
the Exchange Act and Rule 13d-3 promulgated thereunder) by ESOUSA
Holdings and its affiliates would result in the beneficial
ownership by ESOUSA Holdings and its affiliates of more than 9.99%
of the then issued and outstanding shares of the Company common
stock.
There are no limitations on use of proceeds, financial or business
covenants, rights of first refusal, participation rights, penalties
or liquidated damages in the Purchase Agreement.
There are no restrictions on future fundings other than the Company
agreed that during the lesser of (i) 30 months from the date of the
Purchase Agreement or (ii) the period when ESOUSA still owns the
shares of Common Stock issued to ESOUSA under the Purchase
Agreement, the Company will not, without consent of ESOUSA, issue
any floating conversion rate or variable priced securities
convertible into Common Stock if such convertible securities shall
have no floor price associated therewith (excluding any
at-the-market offerings with a registered broker-dealer).
In consideration for entering into the Purchase Agreement, upon the
earlier of (i) on or 1 business day after the SEC declares
effective the registration statement referred to the Purchase
Agreement or (ii) six months after the date of the Purchase
Agreement, the Company will issue to ESOUSA such number of shares
of Common Stock that would have a value equivalent to $200,000
calculated using the average of volume weighted average price for
the Common Stock during the 3 trading days period immediately
preceding the date of issuance of such shares. Under the Purchase
Agreement, the Commitment Shares are deemed to have been vested and
earned as of the date the Purchase Agreement was executed. The
Purchase Agreement may be terminated by the Company at any time, at
its discretion, without any cost to the Company. ESOUSA has agreed
that neither it nor any of its agents, representatives and
affiliates shall engage in any direct or indirect short-selling or
hedging of the Company's common stock during any time prior to the
termination of the Purchase Agreement.
Any proceeds from the Company receives under the Purchase Agreement
are expected to be used for working capital and general corporate
purposes.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.
Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.21 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.
As of March 31, 2016, Net Element had $21.61 million in total
assets, $14.05 million in total liabilities and $7.55 million in
total stockholders' equity.
Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.
NEXSTAR BROADCASTING: Moody's Assigns B3 to Proposed Senior Notes
-----------------------------------------------------------------
Moody's Investors Service, assigned a B3 rating to Nexstar
Broadcasting, Inc.'s proposed senior notes. Proceeds from the new
notes, expected to be $900 million, along with the expected
proceeds from the company's proposed revolving credit and term loan
facilities will be used to repay debt of Media General, Inc.
("Media General") and to fund the cash consideration for the
acquisition expected to close near the end of the year. This
issuance is a component of more than $4 billion of total planned
debt to fund the cash portion of its acquisition of Media General.
Although this acquisition will materially increase Nexstar's
leverage at closing, Moody's recently affirmed the company's B1
corporate family rating with stable outlook.
Assignments:
Issuer: Nexstar Broadcasting, Inc.
-- Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3
(LGD6)
RATINGS RATIONALE
When the deal closes, expected around year end 2016, Moody's
estimates Nexstar's debt-2 yr avg EBITDA to be high at 5.9x
(including Moody's standard adjustments). Debt ratings are forward
looking as we expect debt-2 yr avg EBITDA to improve to less than
5.5x within 12 months of closing and annual free cash flow over
odd-even years to exceed $450 million, or 9% of debt balances,
allowing for continued improvement in credit metrics to better
position the company within the B1 rating. Typical of television
broadcasters, ratings are pressured by the company's vulnerability
to cyclical advertising downturns and increasing media
fragmentation. Upon completion of the acquisition, ratings will be
supported by the company's significantly increased scale with
national reach across well-diversified Big 4 networks and markets,
including entry into 15 of the 50 largest US markets. The company
will reach roughly 39% of US households, up from 18% today. Nexstar
will also be in a good position to expand its digital operations
and will have an enhanced footprint in Ohio, North Carolina and
Florida, political battleground states. Moody's believes the scale
provided by the combination of Nexstar and Media General provides
operating efficiencies and better positions the company to
negotiate competitive retransmission fees with its cable, satellite
and telco distributors to offset expected increases in reverse
compensation paid to networks. Post acquisition, Moody's expects
Nexstar to generate annual EBITDA of more than $850 million (2-yr
avg) with high single-digit percentage free-cash flow-to-debt.
Nexstar has successfully executed its acquisition growth strategy
since 2011 while performing in line with its initial revenue and
EBITDA targets. Despite potential challenges related to
assimilating Media General stations which will more than double the
company's revenue base, Moody's believes management will be
successful in realizing most of the $76 million in planned
synergies in the first year given Nexstar's success with prior
acquisitions and given two-thirds of expected benefits comes from
readily achievable elimination of redundant costs and an uplift in
retransmission fees. Moody's expects the company to maintain good
liquidity leading up to the closing of the acquisition expected by
the end of 2016 given significant cash inflows from political ad
demand particularly in the second half of 2016.
The stable rating outlook reflects Moody's view that organic growth
in core ad sales will be in the flat to low single digit percentage
range over the next 12 months with total revenue increasing by 15%
or more on a same station basis in FY2016 due to significant
political advertising largely in the second half of the year as
well as increasing retransmission fees. Despite the absence of
significant political ad demand in 2017 and restructuring costs
related to achieving targeted synergies, Moody's expects leverage
and free cash flow ratios will improve post-closing of the
transaction consistent with management's commitment to apply most
of its free cash flow to reduce debt balances. Moody's could
consider an upgrade of ratings if operating performance track's
management's plan, including realization of most of its anticipated
synergies, resulting in debt prepayment and sustained 2-yr avg
debt-to-EBITDA below 4.50x with minimum 2-yr avg free cash
flow-to-debt in the high single digit percentage range. Liquidity
would also need to remain good with comfortable EBITDA cushion to
financial covenants, and Moody's would need to be assured that
management would maintain operating and financial policies that
would be consistent with the higher rating. Nexstar's debt ratings
could be downgraded if revenue or EBITDA deteriorate due to
economic weakness or underperformance in key markets, or if debt
financed transactions including additional digital acquisitions,
result in 2-yr avg debt-to-EBITDA being sustained above 5.50x
(including Moody's standard adjustments) or 2-yr avg free cash
flow-to-debt falling below 5%.
Headquartered in Irving, TX, Nexstar Broadcasting, Inc. will be one
of the largest U.S. television broadcasters and is expected to own,
operate, or provide sales and services to 171 television stations
across 100 markets covering 39% of U.S. television households pro
forma for the Media General acquisition and planned divestitures.
Nexstar is publicly traded and, upon closing of the acquisition,
existing Nexstar shareholders will own roughly 66% of the combined
company with Media General shareholders owning the remaining 34%.
Shares of Nexstar are widely held and current large holders include
Neuberger Berman (roughly 9.4%), MSD Partners (8.9%), Vanguard
Group (6.6%), and Fidelity Investments (6.4%). Annual revenue pro
forma for the transaction exceeds $2.2 billion with more than 80%
of revenue generated from Big 4 network affiliates.
NORTH STATE OF WNY: Court Allows Cash Collateral Use Up To Aug. 22
------------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York approved the negotiated terms submitted by
North State of WNY, Inc. and First Niagara Bank, N.A., regarding
the Debtor's continued use of cash collateral.
As of the Petition Date, the Debtor owed First Niagara Bank about
$434,000. A portion of the Debtor's assets which are subject to
First Niagara Bank's security interests constitute cash
collateral.
The Court had previously granted the Debtor interim use of cash
collateral until July 12, 2016.
Judge Bucki acknowledged that unless the Debtor is permitted to
continue to use First Niagara Bank's Cash Collateral, it will be
without the necessary funds with which to operate its businesses,
which would be to the ultimate detriment of creditors.
The Debtor and First Niagara Bank agreed that:
(a) First Niagara Bank consents to the Debtor's use of Cash
Collateral in the ordinary course of its businesses through August
22, 2016.
(b) The Debtor acknowledges and reaffirms the grant to First
Niagara Bank of “rollover” liens, effective as of the Petition
Date, in all of the Debtor's property of the same validity and
priority as First Niagara Bank's pre-petition liens, to provide
adequate protection against diminution in the value of the
Collateral caused by the Debtor's use of Cash Collateral.
(c) As additional adequate protection to First Niagara Bank,
the Debtor agrees to make adequate protection payments in the
amount of $4,000 commencing on June 15, 2015 and continuing on a
monthly basis thereafter.
(d) The Debtor is authorized to obtain unsecured financing
from the principal of the Debtor, Michael J. Manning, pursuant to
Section 364(a) of the Bankruptcy Code up to the amounts set forth
in the prior Orders entered by the Bankruptcy Court.
The approved Budget provides for total operating expenses in the
amount of $173,370.02.
A full-text copy of the Stipulation and Order, dated July 12, 2016,
is available at https://is.gd/dFWJv2
First Niagara Bank, N.A. is represented by:
James C. Thoman, Esq.
HODGSON RUSS LLP
The Guaranty Building
140 Pearl Street, Suite 100
Buffalo, NY 14202-4040
Telephone: (716)849-0349
Email: jthoman@hodgsonruss.com
North State of WNY, Inc., filed a chapter 11 petition (Bankr.
W.D>N.Y. Case No. 16-11059) on May 25, 2016. The petition was
signed by Michael J. Manning, president. The Debtor is represented
by Arthur G. Baumeister, Jr., at Amigone, Sanchez & Mattrey, LLP,
and disclosed total assets of $658,215 and total debts of $1.23
million at the time of the filing.
OAKLAND PHYSICIANS: Patient Care Ombudsman Issues 17th Report
-------------------------------------------------------------
Deborah L. Fish, patient care ombudsman of Oakland Physicians
Medical Center, L.L.C., d/b/a Doctors' Hospital of Michigan,
submitted her 17th report.
Since the Ombudsman's last report dated May 6, 2016, the hospital
has addressed a number of outstanding issues including but not
limited to: adding an additional doctor in the adult mental health
unit (he should start next week); preparing and circulating both
operational and medical organizational charts and; entering into a
contact with a nurse staffing agency to evaluate staffing in each
unit.
The hospital continues to address and resolve some additional
outstanding issues relating to oversight and staffing both in
current and new units. Since the Ombudsman's last report, the
hospital has conducted additional surgeries and has increased the
complexities of the surgeries being performed. The hospital is
preparing to open an intensive care unit. The staff providing
direct patient care continues to do their job with the utmost
concern for the patients.
About Oakland Physicians
Oakland Physicians Medical Center, LLC, filed for Chapter 11
bankruptcy protection (Bankr. E.D. Mich. Case No. 15-51011) on July
22, 2015, estimating assets between $1 million and $10 million and
liabilities between $10 million and $50 million. The petition was
signed by Yatinder M. Singhal, M.D., member/chairman of the Board.
The physician-owned 47-bed hospital Oakland Physicians Medical
Center, LLC, is headquartered in Bloomfield Hills, Michigan.
Oakland Physicians is the legal name of Doctors Hospital. The
Hospital was ordered in June 2015 to pay more than $2.7 million as
a result of a lawsuit for unpaid loans.
Judge Walter Shapero presides over the case.
Thomas B. Radom, Esq., at Butzel Long, A Professional Corporation,
serves as the Company's bankruptcy counsel.
PACE IV: Hires Liepins as Bankruptcy Counsel
--------------------------------------------
Pace IV, LLC seeks authorization from the U.S. Bankruptcy Court for
the Eastern District of Texas to employ the law firm of Eric A.
Liepins, P.C. as counsel.
The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.
The Firm will be paid at these hourly rates:
Eric A. Liepins $275
Paralegals and Legal Assistants $30-$50
The Firm has received a retainer of $7,500 plus the filing fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric A. Liepins, sole shareholder with the law firm of Eric A.
Liepins, P.C., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
The Firm may be reached at:
Eric A. Liepins, Esq.
Eric A. Liepins,P.C.
12770 Coit Road, Suite 1100
Dallas, Texas 75251
Phone: (972)991-5592
Telecopier: (972)991-5788
Pace IV, LLC filed its Voluntary Petition for relief under Chapter
11 of the United State Bankruptcy Code (Bankr. E.D. Tex. Case No.
16-bk-41203) on July 1, 2016.
PACIFIC WEBWORKS: Erkelens Okayed to Auction Surplus Assets
-----------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized Pacific WebWorks, Inc., to sell its
"surplus assets" at an auction to be conducted by Erkelens and
Olson Auctioneers, and approved the auctioneer's commission.
The sale of the Surplus Assets is free and clear of all liens and
encumbrances, with valid liens to attach to the proceeds.
The Debtor will pay 15% of the gross proceeds of the sale to
Erkelens and Olsen Auctioneers, as and for auctioneer's commission,
at the time of the sale.
The Debtor and/or the Debtor's auctioneer may fix minimum bids for
the items of Surplus Assets. The Debtor may also withdraw one or
more items of Surplus Assets from the auction at any time.
About Pacific WebWorks
Pacific WebWorks, Inc., previously known as Asphalt Associates, was
an application service provider and software development company.
Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case
No. 16-21223) on Feb. 23, 2016, to pursue an orderly liquidation of
its assets. It estimated assets and debt of $1 million to $10
million.
The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel.
The Debtor also engaged Rocky Mountain Advisory as an independent
contractor to provide management services, and appointed Gil Miller
as chief restructuring officer.
PALM BEACH FINANCE: Trustee Taps KamilaMukamal as Consultant
------------------------------------------------------------
The liquidating trustee for Palm Beach Finance Partners LP and Palm
Beach Finance II LP seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire KamilaMukamal, LLP.
Barry Mukamal, the liquidating trustee for the two funds victimized
by Thomas Petters, the perpetrator of the third-largest U.S. Ponzi
scheme, tapped the firm to provide consulting services and tax
compliance document preparation on behalf of the PCI Liquidating
Trust.
The trust was created pursuant to a Chapter 11 plan of liquidation
filed in the Chapter 11 case of Petters Company, Inc.
KamilaMukamal does not represent any interest adverse to the
Debtors or their estates, according to court filings.
The liquidating trustee is represented by:
Solomon B. Genet, Esq.
Meland Russin & Budwick, P.A.
3200 Southeast Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
Telephone: (305) 358-6363
Telecopy: (305) 358-1221
Email: sgenet@melandrussin.com
About Palm Beach Funds
Palm Beach Gardens, Florida-based Palm Beach Finance Partners,
L.P., was a hedge fund. The Company solicited capital
contributions from third-party limited partners, and proceeded to
invest substantial amounts of the capital with the Petters
Company, Inc.
The Company filed for Chapter 11 on Nov. 30, 2009 (Bankr. S.D.
Fla. Case No. 09-36379.) The Debtor's affiliate, Palm Beach
Finance II, L.P., also filed for bankruptcy (Bankr. S.D. Fla. Case
No. 09-36396). Paul A. Avron, Esq., and Paul Steven Singerman,
Esq., assisted the Debtors in their restructuring efforts. Palm
Beach Finance II estimated $500 million to $1 billion in assets
and liabilities in its petition.
In October 2010, Judge Paul G. Hyman confirmed the Plan of
Liquidation for Palm Beach Finance Partners, L.P., and Palm Beach
Finance II, L.P., proposed by Barry Mukamal, as Chapter 11 trustee
and Geoffrey Varga, as joint official liquidator of the Debtors.
The Chapter 11 trustee is represented by Michael S. Budwick, Esq.
-- mbudwick@melandrussin.com -- at Meland Russin & Budwick, P.A.
PAUL CAB: Debtor to File Motion To Dismiss Chapter 11 Case
----------------------------------------------------------
The Honorable Melvin S. Hoffman of the U.S. Bankruptcy Court for
the District of Massachusetts held a hearing in Paul Cab, Inc.'s
chapter 11 case. The Debtor did not press its Motion for
permission to use Radius Bank's cash collateral use. Judge Hoffman
noted that the Debtor's counsel stated in open court that the
Debtor will file a motion to dismiss the chapter 11 case.
A full-text copy of the Order, dated July 12, 2016, is available at
https://is.gd/3c0qI6
Paul Cab, Inc., filed a chapter 11 petition (Bankr. D. Mass. Case
No. 15-14739) pro se on Dec. 3, 2015, estimating assets and debts
of less than $1 million,
PEEK AREN'T YOU: Seeks to Hire Nuti Hart as Legal Counsel
---------------------------------------------------------
Peek, Aren't You Curious, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Nuti Hart LLP as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) advise the Debtor with respect to its powers and duties;
(b) analysis and recovery of assets of the Debtor's estate;
(c) analysis and prosecution of actions arising under Chapter
5 of the Bankruptcy Code;
(d) prosecute or defend any other litigation; and
(e) prepare legal papers and appear in court on behalf of the
Debtor.
The firm's hourly rates for the attorneys with primary
responsibility of representing the Debtor are:
Gregory C. Nuti $575
Kevin W. Coleman $575
Christopher H. Hart $575
In a court filing, Mr. Nuti, Esq., a partner at Nuti Hart,
disclosed that the firm does not represent any interest adverse to
the Debtor or its estate.
The firm can be reached through:
Gregory C. Nuti, Esq.
Kevin W. Coleman, Esq.
Christopher H. Hart, Esq.
Nuti Hart LLP
411 30th Street, Suite 408
Oakland, CA 94609
Telephone: 510-506-7152
Email: gnuti@nutihart.com
Email: kcoleman@ nutihart.com
Email: chart@ nutihart.com
About Peek, Aren't You Curious
Peek, Aren't You Curious, Inc. designs, manufactures, and sells
apparel, accessories, shoes, and gifts for girls, boys, and babies.
The Company sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Calif. Case No. 16-30146) on February 5, 2016.
The petition was signed by Maria C. Canales, CEO. The case is
assigned to Judge Hannah L. Blumenstiel. The Debtor tapped Gordon
Brothers Retail Partners LLC as liquidation agent, DJM Realty
Services LLC as real estate consultant, and Donlin, Recano &
Company Inc. as claims and noticing agent.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
PENINSULA HOLDINGS: Erie Now Preferred Purchaser for Properties
---------------------------------------------------------------
Peninsula Holdings, LLC, filed with the U.S. Bankruptcy Court for
the District of Colorado a supplement to its motion to sell its
properties located at 8080 S. Broadway, Littleton, CO; 8787 E. Dry
Creek, Centennial, CO; 7505 Parkway Dr., Lone Tree, CO; 3755
Chambers Rd., Aurora, CO ("Properties") to highest qualified
purchaser.
On April 13, 2016 the Debtor filed a motion to sell the Properties
to Paravez Malik ("Malik") pursuant to a Contract to Buy and Sell
Real Estate (Commercial) dated March 28, 2016. The total
consideration to be paid by Malik will be $13,200,000 to be paid as
follows: i. earnest money of $25,000; ii. cash at closing to be
paid from a new loan in the amount of $9,900,000; seller financing
of $2,300,000 and cash at closing to be paid by the Purchaser of
$975,000 ("Original Purchase Contract").
According to the Supplement, following the filing of the Sale
Motion, the Debtor received a competing offer from Erie Partners
II, LLC. On July 1, 2016, the Debtor in Possession executed a
Contract to Buy and Sell Real Estate (Commercial) with Erie
Partners to sell the Properties.
The total consideration to be paid by Erie will be $12,900,000 to
be paid as follows:
i. earnest money of $100,000;
ii. an increased earnest money deposit of $900,000 on the
fulfillment of certain contingencies and the balance to be paid in
cash at closing ("Erie Purchase Contract").
On information and belief, Erie Partners is an affiliate of certain
junior secured creditors of the Estate including but not limited to
by Plexus Capital, LLC, and PM Farm Lenders LLC ("Plexus"). Based
on extensive negotiations with the potential purchasers, Plexus and
other interested parties, the preferred purchaser at this point in
time is Erie Partners.
While the Debtor has entered into the Original Purchase Agreement
and the Eire Purchase Contract, the Debtor continues to market its
assets for sale. Consequently, the Debtor may receive higher
offers for some or all of its assets. Thus, the Debtor wants to
sell the assets subject to the highest qualified purchaser
including Erie Partners, Malik or to the successful purchaser.
Both the Original Purchase Agreement and the Eire Purchase
Agreement contemplate that the real property will be conveyed with
the existing leases in place. The assumption and assignment of the
Unexpired Leases is an integral part of the Sale and should be
approved by the Court.
The Debtor proposes to distribute the following from the proceeds
of the sale:
a. Customary closing costs; including water, sewer and other
costs associated with the properties.
b. Amounts necessary to pay the tax liens and other claims of
taxing authorities associated with the properties.
c. The amount due to the Vectra Bank Colorado on account of
its senior deeds of trust. The Debtor has scheduled the Vectra
Bank claim in the amount of $6,837,056. At the time of sale, the
Debtor estimates that the amount due Vectra Bank will be
approximately $7,300,000. The exact amount due Vectra Bank will be
determined at or near the sale date. In the event the parties are
not able to agree on the amount of the Vectra Bank claim, the
proceeds would be held pending a further determination by the
Court.
d. To the junior lien holders up to the amount of their
secured claim or the allocable share of the proceeds, whichever is
less.
e. The amounts due for real estate commissions. The Debtor in
Possession has sought authority to retain Mr. Kirkendall in
connection with the sale of the properties. Mr. Kirkendall has
been instrumental in the sale of the properties and continues to
market the properties for higher offers.
Peninsula Holdings, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 16-11466) on Feb. 23, 2016.
Peninsula Holdings' attorneys:
APPEL, LUCAS & CHRISTENSEN, P.C.
Peter J. Lucas, Esq.
Shaun A. Christensen, Esq.
1624 Market Street, Suite 310
Denver, Colorado 80202
Tel: (303) 297-9800
E-mail: lucasp@appellucas.com
christensens@appellucas.com
PREMIER WELLNESS: Exclusive Plan Filing Period Extended to Sept. 2
------------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has extended to Sept. 2, 2016, the
exclusive period for Premier Wellness Centers LLC to file a plan of
reorganization.
As reported by the Troubled Company Reporter on June 29, 2016, the
Debtor asked the Court to extend the exclusivity period for the
filing of a plan and disclosure statement to and including Nov. 1,
2016. The Debtor is also currently in negotiations with secured
creditors. The Debtor has otherwise complied with all Chapter 11
reporting requirements and no other creditor or interested party
would be prejudiced by the delay.
Headquartered in Port Saint Lucie, Florida, Premier Wellness
Centers LLC filed for Chapter 11 bankruptcy protection (Bankr.
S.D.
Fla. Case No. 16-10191) on Jan. 6, 2016, listing $384,433 in total
assets and $2.56 million in total liabilities. The petition was
signed by William Jensen, managing member. Judge Paul G. Hyman,
Jr., presides over the case. Malinda L Hayes, Esq., at Markarian
Frank White-Boyd & Hayes serves as the Debtor's bankruptcy counsel.
PRINTPACK HOLDINGS: Moody's Assigns B2 Rating on $250MM Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $250 million
First Lien Senior Secured Term Loan due 2023 of Printpack Holdings,
Inc. The company's B2 corporate family rating, B2-PD probability
of default rating and other instrument ratings were unchanged. The
proceeds from the new loans, along with a $4 million revolver draw,
will be used to refinance debt as well as pay fees and expenses
related to the transaction. The rating outlook is stable.
Moody's took these actions:
Printpack Holdings, Inc.:
-- Unchanged Corporate family rating, B2
-- Unchanged Probability of default rating, B2-PD
-- Unchanged $225 million ($175 million outstanding) 1st Lien
Senior Secured Term Loan B due 2020, B2/LGD4 (to be
withdrawn at close of transaction)
-- Unchanged $75 million 2nd Lien Senior Secured Term Loan due
2021, B3/LGD5 (to be withdrawn at close of transaction)
-- Assigned $250 million 1st Lien Senior Secured Term Loan due
2023, B2/LGD4
The ratings outlook is stable.
The ratings are subject to the receipt and review of the final
documentation.
RATINGS RATIONALE
The B2 corporate family rating reflects the company's weak
operating margins, high concentration of sales and competitive,
fragmented industry structure. The company also has a largely
commoditized product line, lengthy lags on raw material cost
pass-throughs and lack of cost pass-throughs for costs other than
raw materials.
Strengths in the company's profile include a high percentage of
sales from food packaging, long standing relationships with blue
chip customers and some exposure to faster growing markets.
Additionally, approximately 75% of business, on a dollar weighted
basis, is under contract and a high percentage of business has
contractual cost pass-throughs for raw materials. Currently,
Printpack has some exposure to faster growing markets such as pet
food and medical products, however, both markets account for a
small percentage of sales. The company also spends approximately
1%-2% of sales annually on R&D and new product development.
We expect Printpack to maintain adequate liquidity over the next
twelve to 18 months. Printpack had $22 million of cash on hand as
of March 31, 2016. The company has a $180 million asset-based
revolver due May 2019 which includes a $10 million separate line of
credit which renews annually. The available amount on the revolver
is subject to borrowing base limitations and the facility also has
$55 million reserved to support a tax exempt bond. As of March 31,
2016, the company had $88 million in availability. Term loan
amortization is 1% per year or $2.25 million and there are no
significant debt maturities until the revolver expires in May 2019.
The revolver has a minimum fixed charge coverage ratio covenant of
1 time if availability is below a certain threshold. The company
has sufficient cushion under the covenant and Moody's don't expect
availability to decline significantly. The company also has a
total net leverage covenant under the term loan with sufficient
cushion. Peak working capital occurs January through March. Most
assets are encumbered under the secured facilities leaving little
in the way of alternate liquidity.
The rating outlook is stable, reflecting an expectation that free
cash flow will continue to improve as one time charges decline over
the next 12 months and that savings from restructuring initiatives
will support margin improvements.
The rating could be upgraded if Printpack sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity. The
company would also need to improve its contract position and
product mix to more higher margin products and fewer commoditized
products. Specifically, the company would need to maintain debt to
EBITDA below 4.00 times, improve EBITDA to interest expense to over
5.25 times, and improve funds from operations to debt to above
17.0%.
The ratings could be downgraded if there is deterioration in credit
metrics, liquidity or the competitive and operating environment.
The ratings could also be downgraded if the company fails to
execute on its restructuring initiatives. Specifically, the
ratings could be downgraded if debt to EBITDA increased to above
4.5 times, EBITDA to interest expense declined below 3.5 times,
and/or funds from operations to debt declined below 12.5%.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
Printpack Holdings, Inc., headquartered in Atlanta, GA, is a
manufacturer of flexible and specialty rigid packaging, supplying
nearly all food and many non-food categories. The company
manufactures an array of packaging products, including flexible
rollstock, rigid containers and sheets, bags, labels, and pouches,
serving various end markets. As of the twelve months ended
March 31, 2016, Printpack generated approximately $1.3 billion of
revenue.
REPUBLIC AIRWAYS: Can Assume FlightSafety Amended Agrement
----------------------------------------------------------
U.S. Bankruptcy Judge Sean H. Lane has authorized Republic Airways
Holdings Inc. to assume an amended agreement with FlightSafety
International Inc. with respect to flight simulator units.
Republic is authorized to pay in full the Agreed Cure Amount
pursuant to the terms set forth in the Amended Training and Usage
Agreement.
About Republic Airways
Based in Indianapolis, Indiana, Republic Airways Holdings Inc.,
(OTCMKTS:RJETQ) owns Republic Airline and Shuttle America
Corporation. Republic Airline and Shuttle America --
http://www.rjet.com/-- offer approximately 1,000 flights daily to
105 cities in 38 states, Canada, the Caribbean and the Bahamas
through Republic's fixed-fee codeshare agreements under our major
airline partner brands of American Eagle, Delta Connection and
United Express. The airlines currently employ about 6,000 aviation
professionals.
Republic Airways Holdings Inc. and six affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.
RIVERSIDE MULCH: Files Chapter 11 Liquidating Plan
--------------------------------------------------
Riverside Mulch, Inc., on July 10 filed with the U.S. Bankruptcy
Court for the Northern District of West Virginia its proposed
liquidating plan, which proposes to sell all of Riverside Mulch's
assets through a bidding process, which will start once the plan
takes effect.
The real estate related to Riverside Mulch's former operations will
be retained by the company and the property sold. The value of the
assets at sale is estimated to be $6.5 million.
The sale proceeds of the real estate will be first escrowed until
taxes are determined and paid. Once taxes are paid, the remaining
amount will be used to pay the balance of the primary loan to the
extent secured and, thereafter, paid to creditors.
All of Riverside Mulch's remaining assets will be sold by deeds and
assignments executed by the company, and net proceeds will be paid
to creditors from sales.
Riverside Mulch has hired Mike Matlat of GS Partners as realtor,
according to the disclosure statement detailing the plan.
After the bankruptcy court confirms the liquidating plan, Riverside
Mulch will cease all operations except its security and accounting
operations.
Riverside Mulch can be reached through its counsel:
Todd B. Johnson, Esq.
Johnson Law PLLC
P.O. Box 519
Morgantown, WV 26507
Phone: (304) 292-7933
Fax: 304-292-7931
Email: todd@jlawpllc.com
-- and --
John F. Wiley
J Frederick Wiley PLLC
P.O. Box 1381
Morgantown, WV 26507
Phone: (304) 906-7929
Email: johnfwiley@aol.com
About Riverside Mulch
Riverside Mulch, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. W.Va. Case No. 15-01109) on November
13, 2015. The petition was signed by Adam V. Stump, Sr.,
president.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
ROTARY DRILLING: Can Hire KCC as Claims and Noticing Agent
----------------------------------------------------------
Rotary Drilling Tools USA, LLC, et al., sought and obtained
permission from the Bankruptcy Court to employ Kurtzman Carson
Consultants, LLC, as their claims, noticing and balloting agent,
nunc pro tunc to the Petition Date.
The Debtors had requested the appointment of KCC to, among other
tasks, (i) serve as the noticing agent to mail notices to the
estates' creditors, equity security holders, and parties in
interest; (ii) provide computerized claims, objection, soliciting,
and balloting database services; and (iii) provide expertise,
consultation, and assistance in claim and ballot processing and
other administrative services with respect to the Debtors'
bankruptcy cases, pursuant to the provisions of the KCC Agreement
for Services dated May 19, 2016.
Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
persons and entities to be noticed and that many of these parties
will file claims. In view of the number of anticipated claimants
and the complexity of the Debtors' businesses, the Debtors asserted
that the appointment of a claims and noticing agent will provide
the most effective and efficient means of, and relieve the Debtors
and the Clerk's Office of, the administrative burden of, noticing,
administering claims, and soliciting and tabulating votes, and is
in the best interests of both the Debtors' estates and their
creditors.
The Court authorized the Debtors to pay the undisputed fees and
expenses incurred by KCC in the performance of the services in the
ordinary course of business pursuant to the Engagement Agreement
without further application to or order of the Court.
Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $15,000. The Court authorized KCC to first apply the
retainer to all prepetition invoices, and thereafter, to seek to
have the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Agreement
during these Chapter 11 cases as security for the payment of fees
and expenses incurred under the Engagement Agreement.
Under the terms of the Engagement Agreement, the Debtors have
agreed to indemnify, defend, and hold harmless KCC and its members,
officers, employees, representatives, and agents under certain
circumstances specified in the Engagement Agreement,
except in circumstances resulting solely from KCC's gross
negligence or willful misconduct or as otherwise provided in the
Engagement Agreement or Retention Order.
KCC represented that it is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14), as modified by Sec. 1107(b).
About Rotary Drilling
Rotary Drilling Tools USA, LLC, Tubular Repair, LLC, Rotary
Drilling Holdings IV, LLC and Pipe Coatings International, LLC each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 16-33433) on July 6, 2016. The
petitions were signed by Bryan M. Gaston as chief restructuring
officer.
Collectively, the Debtors form a vertically integrated oilfield
manufacturing company providing products in both the drilling and
Oil Country Tubular Goods arenas.
Rotary Drilling estimated assets and liabilities in the range of
$10 million to $50 million.
The Debtors engaged Locke Lord, LLP, as counsel, and Kurtzman
Carson Consultants, LLC, as claims agent.
ROTARY DRILLING: Wins Interim OK of $3 Million DIP Financing
------------------------------------------------------------
Rotary Drilling Tools USA LLC, et al., sought and obtained interim
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to borrow up to $3 million from PNC Bank, National
Association, as agent and lender.
The Debtors require access to the funding available under the DIP
Facility and the DIP Financing Term Sheet in order to satisfy
administrative expenses associated with the operation of their
businesses as going concerns and other costs relating to the
administration of the Chapter 11 cases, and in order to avoid
immediate and irreparable harm to the Debtors' estates pending the
Final Hearing.
Elizabeth M. Guffy, Esq., at Locke Lord LLP, one of the Debtors'
attorneys, said "With the Debtors' customers placing fewer orders
and some difficulties in collecting payment on pre-existing orders,
the Debtors' account collections (all of which are the collateral
of the Pre-Petition Lender) have not be sufficient to meet critical
operating expenses at the time such expenses had to be paid (such
as payroll for the Debtors' employees), and the Debtors have
suffered recurring cash shortfalls."
According to Ms. Guffy, the Debtors have been actively marketing
their businesses and their assets for some time prior to the
Petition Date, but they need financing to provide sufficient
liquidity and adequate cash flow to maintain the stability of their
operations until they can consummate a sale.
According to the 36-page Interim Order, the DIP Agent will be
entitled to a DIP commitment fee of $100,000; provided, that such
fee will only be payable if the outstanding obligations to the
Pre-Petition Lender are repaid in full, in cash. The Debtors will
also pay fees and other charges payable in the amounts and at the
times separately set forth in the Pre-Petition Credit Agreement and
other Pre-Petition Loan Documents.
The DIP Facility bears a non-default rate of Alternate Base Rate
plus 3.5%. Upon an Event of Default under the DIP Facility, the
interest rate may be increased by an addition 2% per annum.
"Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the highest of (a) the Base Rate in effect on such day,
(b) the sum of the Federal Funds Open Rate in effect on such day
plus one half of one percent (0.5%), and (c) the sum of the Daily
LIBOR Rate in effect on such day plus one percent (1.0%), so long
as a Daily LIBOR Rate is offered, ascertainable and not unlawful.
In addition, the Court also authorized the Debtors' consensual use
of cash collateral only in accordance with the prepared budget.
The Pre-Petition Lender is entitled to adequate protection of its
interests in the Pre-Petition Collateral.
A final hearing with respect to the Motion is scheduled for July
27, 2016, at 9:00 a.m. (central). Objection deadline is July 25.
A full-text copy of the Interim Order is available for fee at:
http://bankrupt.com/misc/36_ROTARY_interimDIPord.pdf
About Rotary Drilling
Rotary Drilling Tools USA, LLC, Tubular Repair, LLC, Rotary
Drilling Holdings IV, LLC and Pipe Coatings International, LLC each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 16-33433) on July 6, 2016. The
petitions were signed by Bryan M. Gaston as chief restructuring
officer.
Collectively, the Debtors form a vertically integrated oilfield
manufacturing company providing products in both the drilling and
Oil Country Tubular Goods arenas.
Rotary Drilling estimated assets and liabilities in the range of
$10 million to $50 million.
The Debtors engaged Locke Lord, LLP, as counsel, and Kurtzman
Carson Consultants, LLC, as claims agent.
SANDERS COMMERCIAL: Selling Rankin County Property for $600K
------------------------------------------------------------
Sanders Commercial Properties, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Mississippi to authorize the sale of
its real property known as 2657 Lakeland Drive, Flowood, Rankin
County, Mississippi to Estes Properties, LLC, for $600,000, outside
the ordinary course of business.
In the exercise of the Debtor's best business judgment, the Debtor
has made the business judgment to liquidate some of its assets in
an effort to generate cash to pay the indebtedness of creditors.
On June 27, 2016, the Debtor received an offer for the Real
Property from Estes Properties for $600,000 which will be paid in
full, in cash, at closing.
The only consensual claim in and to the Real Property is that of
Trustmark, which holds a first, valid Deed of Trust on the Real
Property. The Purchase Price, less the Debtor's costs at the
closing, will be paid directly from the Purchaser to Trustmark, as
the first lien holder.
In the event the sale proceeds exceed the amount due and owing to
Trustmark, the excess proceeds will be paid to counsel for the
Debtor who will place the funds in a separate, interest-bearing,
debtor-in-possession account which will be established and
controlled by counsel for the Debtor in accordance with the
guidelines of the United States Trustee, with distributions
occurring only after the approval of the Court, following notice
and a hearing.
A copy of the Commercial Purchase and Sale Agreement attached to
the Motion is available for free at:
http://bankrupt.com/misc/Sanders_Commercial_166_Sale_M.pdf
The Debtor's principal can be reached at:
Sanders Commercial Properties, LLC
Attn: R. David Sanders
640 Lelia Drive, Suite 105
Jackson, MS 39216
E-mail: rdavidsanders@msn.com
The Buyer can be reached at:
Estes Properties, LLC
Brian Estes
Manager
P.O. Box 12486
Jackson, MS 39236
E-mail: brian@estesgroup.net
About Sanders Commercial Properties
Sanders Commercial Properties, LLC, sought Chapter 11 protection
(Bankr. S.D. Miss. Case No. 15-01560) on May 13, 2015. Judge Neil
P. Olack is assigned to the case. The petition was signed by David
R. Sanders, member/registered agent.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
Craig M. Geno, Esq. at Law Offices of Craig M. Geno, PLLC serves as
the Debtor's counsel.
The Debtor is continuing to operate as Debtor-In-Possession.
No trustee, examiner or official committee has been appointed in
the case.
SANDERS COMMERCIAL: Selling Richland Property to Gateway for $2M
----------------------------------------------------------------
Sanders Commercial Properties, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Mississippi to authorize the sale of
its real property known as Courthouse Place, 2655 Lakeland Drive,
Flowood, MS and The Shop, 190 Marketplace Drive, Richland,
Mississippi, to Gateway Development, Inc. for $2,016,000, outside
the ordinary course of business.
In the exercise of the Debtor's best business judgment, the Debtor
has made the business judgment to liquidate some of its assets in
an effort to generate cash to pay the indebtedness of creditors.
Specifically, the Real Property which it desires to sell.
On June 17, 2016, the Debtor received an offer for the Real
Property from Gateway for the Purchase Price which will be paid in
full, in cash, at closing.
The only consensual claim in and to the Real Property is that of
Trustmark, which holds a first, valid Deed of Trust on the Real
Property. The Purchase Price, less the Debtor's costs at the
closing, will be paid directly from the Purchaser to Trustmark, as
the first lien holder.
In the event the sale proceeds exceed the amount due and owing to
Trustmark, the excess proceeds will be paid to counsel for the
Debtor who will place the funds in a separate, interest-bearing,
debtor-in-possession account which will be established and
controlled by counsel for the Debtor in accordance with the
guidelines of the United States Trustee, with distributions
occurring only after the approval of the Court, following notice
and a hearing.
A copy of the Purchaser's Letter of Intent attached to the Motion
is available for free at:
http://bankrupt.com/misc/Sanders_Commercial_161_Sale_M.pdf
About Sanders Commercial Properties
Sanders Commercial Properties, LLC, sought Chapter 11 protection
(Bankr. S.D. Miss. Case No. 15-01560) on May 13, 2015. Judge Neil
P. Olack is assigned to the case. The petition was signed by David
R. Sanders, member/registered agent.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
Craig M. Geno, Esq. at Law Offices of Craig M. Geno, PLLC serves as
the Debtor's counsel.
The Debtor is continuing to operate as Debtor-In-Possession.
No trustee, examiner or official committee has been appointed in
the case.
SCOTT BERGER: U.S. Trustee to Appoint Patient Care Ombudsman
------------------------------------------------------------
U.S. Bankruptcy Judge Erik P. Kimball has directed the U.S. Trustee
to appoint a Patient Care Ombudsman in the Chapter 11 case of Scott
A. Berger, M.D., PA.
Scott A. Berger, M.D., PA, filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 16-19155) on June 29, 2016.
SEADRILL LTD: Bank Debt Trades at 56% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 44.45
cents-on-the-dollar during the week ended Friday, July 8, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.39 percentage points from the
previous week. Seadrill Ltd pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Feb. 17, 2021 and carries Moody's Caa2 rating and Standard & Poor's
B- rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended July 8.
SEPCO CORP: Wants 120-Day Extension of Plan Filing Deadline
-----------------------------------------------------------
Sepco Corporation asks the U.S. Bankruptcy Court for the Northern
District of Ohio to extend by 120 days the exclusivity periods for
the Debtor to file a plan of reorganization from July 12, 2016, and
the period during which the Debtor has the exclusive right to
obtain acceptance of a plan from Sept. 12, 2016.
The period during which the Debtor has the exclusive right to file
a plan of reorganization, and the period during which the Debtor
has the exclusive right to obtain acceptance of such a plan, were
extended once before (for 60 days) and presently are scheduled to
expire on July 12, and Sept. 12, respectively. Adequate and
sufficient cause exists under Section 1121(d) of the U.S.
Bankruptcy Code to further enlarge the Exclusivity Periods. The
Debtor requests that each of the Exclusivity Periods be enlarged by
120 days, so that the Debtor and the Official Committee of Asbestos
Claimants have sufficient time to negotiate the terms for, and
formulate and solicit acceptance of, a Chapter 11 plan and
ancillary papers.
The Debtor intends to work collaboratively with the Committee to
formulate a consensual Chapter 11 plan, to the extent possible, and
needs additional time to accomplish this.
Progress towards that goal has been slow but steady. Some time ago
the Committee propounded informal information and document
production requests upon the Debtor. The Debtor has prepared and
submitted written responses to the Committee's requests. Before
producing any responsive documents, the Debtor and the Committee
have negotiated (and are close to completing) (i) a proposed
protective order that they anticipate will be submitted to the
Court for its review and approval and (ii) a Common Interest
Agreement, both of which are necessary and appropriate to
facilitate information sharing and document production between the
Debtor and Committee. Once the Common Interest Agreement is
finalized and executed, and once the proposed Protective Order has
been approved by the Court and put into in place, the Debtor
anticipates producing documents to the Committee in response to its
informal discovery requests. The Committee presumably will need
time to review the documents and to consult with its advisors
before negotiations with the Debtor regarding the outline and
details of a Chapter 11 plan can proceed in earnest. Extending the
Exclusivity Periods will give the parties the time they need to
proceed on this path in an orderly, sequential fashion.
The Debtor still must determine, in consultation with the
Committee, the most beneficial course of action relative to the
claims the estate holds against the Debtor's insurance carriers.
This, too, will require further discussion among the Debtor, the
Committee, and, potentially, those insurance companies. Towards
that end, the Committee recently applied to the Court for
permission to employ special insurance counsel, Gilbert LLP, who
will analyze and provide advice regarding various insurance
related-matters and issues in this case.
The Debtor's counsel can be reached at:
Harry W. Greenfield, Esq.
Jeffrey C. Toole (0064688)
Heather E. Heberlein, Esq.
BUCKLEY KING, LPA
1400 Fifth Third Center
600 Superior Avenue East
Cleveland, Ohio 44114
Tel: (216) 363-1400
Fax: (216) 579-1020
E-mail: greenfield@buckleyking.com
toole@buckleyking.com
heberlein@buckleyking.com
About Sepco Corporation
Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016.
The petition was signed by Richard J. Szekelyi as chief
restructuring officer. Buckley King, LPA represents the Debtor as
counsel. The case has been assigned to Judge Alan M. Koschik.
SHERRON WILKINSON-BROWN: Unsecured Creditors to Get 2.82%
---------------------------------------------------------
Sherron Wilkinson-Brown on July 9 filed a Chapter 11 plan of
reorganization, which proposes approximately 2.82% recovery to
general unsecured creditors.
Under the proposed plan, general unsecured creditors, who assert a
total of $532,081 in claims, will share pro rata in a distribution
in the amount of $15,000. Based upon this amount, general
unsecured creditors will receive a distribution of 2.8191%.
An outline of the Chapter 11 plan is available without charge at
https://is.gd/PYanVN
The Debtor can be reached through:
Zach B. Shelomith, Esq.
Leiderman Shelomith Alexander +
Somodevilla, PLLC
2699 Stirling Road, Suite C401
Fort Lauderdale, Florida 33312
Phone: 954-920-5355
Fax: 954-920-5371
Email: zbs@lsaslaw.com
About Sherron Wilkinson-Brown
Sherron Wilkinson-Brown sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Fla. Case No. 14-12452) on January
31, 2014.
SHOOT THE MOON: Exclusive Plan Filing Deadline Moved to July 31
---------------------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana has extended, at the behest of Jeremiah Foster,
the Chapter 11 Trustee in the bankruptcy case of Shoot The Moon,
LLC, the exclusivity period for the Debtor to file a Chapter 11
Plan and Disclosure Statement until July 31, 2016.
As reported by the Troubled Company Reporter on June 7, 2016, the
Chapter 11 Trustee continues to work diligently on a proposed sale
of property of the estate which will be presented to the Court in
conjunction with a plan. However, additional time is needed in
order for Chapter 11 Trustee to work with the parties in interest
to build support for a plan and to work on the proposed sale.
Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S.
Deschenes, Esq., at Deschenes & Associates serve as the Debtor's
bankruptcy counsel.
SLG INNOVATION: Unsecured Creditors to Get 10% Under Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois is
set to hold a hearing on August 17, at 10:00 a.m., to consider
confirmation of the Chapter 11 plan of reorganization proposed by
SLG Innovation, Inc.
Objections to the restructuring plan must be filed on or before
August 8, which is also the deadline for receiving ballots from
voting creditors.
Under the plan, general unsecured creditors, who assert a total of
$131,601 in claims, will receive a 10% distribution. The claims
will be paid within 60 months.
Payments to all creditors under the plan will be funded from equity
infusion, financing facility, cash on hand and future income of SLG
Innovation.
A copy of the latest version of the plan outline is available for
free at https://is.gd/xHJZ2T
SLG Innovation can be reached through its counsel:
Edmund G Urban, III, Esq.
Urban & Burt, Ltd.
5320 W. 159th Street, Suite 501
Oak Forest, Illinois 60452
Phone: 708-687-5200
About SLG Innovation
SLG Innovation, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ill. Case No. 15-42182) on December
15, 2015. The petition was signed by Ed Burns, president and CEO.
The case is assigned to Judge Janet S. Baer.
At the time of the filing, the Debtor estimated its assets at
$500,000 to $1 million and debts at $1 million to $10 million.
SSNN-5532-34: Seeks Interim Cash Collateral Use through August
--------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized SSNN-5532-34 S. Kimbark,
LLC to use cash collateral on an interim basis.
The Debtor's use of Cash Collateral will expire on the earliest to
occur of:
(a) the dismissal of the case or the conversion of the case to
a case under Chapter 7 of the Bankruptcy Code;
(b) the entry by the Court of an order granting relief from
the automatic stay imposed by Section 362 of the Bankruptcy Code;
or
(c) the confirmation of a plan of reorganization.
The Budget, which covers the months of July and August, provides
for expenses amounting to $24,985.06. The expenses include general
and administrative expenses, building maintenance and cleaning
expenses, utilities and adequate protection payments to JPMorgan
Chase Bank, N.A.
Judge Hollis ordered the Debtor to pay JPMorgan Chase the sum of
$5,500 on July 15, 2016, and on the 15th of each month for each
month thereafter, as adequate protection.
The Debtor is indebted to JPMorgan Chase Bank, in the amount of
$1,132,746.50, as well as the judgment for costs and expenses in
the amount of $26,317.49. JPMorgan Chase extended loans to the
Debtor's predecessor, Richmond Chemical Corporation, which were
secured by a mortgage against the property commonly known as 5532
Kimbark Avenue, Chicago, Illinois.
The Debtor is likewise indebted to Chicago Title Insurance Company,
in the amount of $933,947.60, as well as costs and expenses in the
approximate amount of $25,312.50. The indebtedness was likewise
secured by a mortgage against the Kimbark Property.
"A need exists for the Debtor to use the Collateral, including the
Cash Collateral, in order to assure the orderly administration of
the estate. Without such funds, the Debtor will be unable to pay
insurance, real estate taxes, utility charges, general overhead and
purchase necessary materials. Consequently, without such funds,
the Debtor will be unable to operate its business or reorganize its
business," Judge Hollis acknowledged.
A full-text copy of the Order, dated July 11, 2016, is available at
https://is.gd/QTwBBb
SSNN-5532-34 S. Kimbark, LLC and SSNN-Residential, LLC sought
Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-04994) on Feb.
17, 2016. The petition was signed by Sunil K. Srivastava, managing
member. The case is assigned to Judge Pamela S. Hollis. At the
time of the filing, the Debtor estimated its assets and liabilities
at $1 million to $10 million.
ST. JUDE NURSING: Disclosures Has Initial OK; Aug. 24 Hearing Set
-----------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan has entered an order granting
preliminary approval of St. Jude Nursing Center, Inc.'s Disclosure
Statement.
The Debtor filed its Second Amended Combined Plan of Liquidation
and Disclosure Statement on June 30, 2016.
The Disclosure Statement is granted preliminary approval, subject
to any timely objections to final approval that are filed under the
Court's "Order Establishing Dates and Deadlines" previously
entered.
The deadline to return ballots on the Second Amended Plan, as well
as to file objections to final approval of the Disclosure Statement
and objections to confirmation of the Second Amended Plan, is Aug.
8, 2016.
The hearing on objections to final approval of the Disclosure
Statement and confirmation of the Second Amended Plan will be held
on Aug. 24, 2016, at 11:00 a.m. No later than Aug. 19, 2016, the
Debtor must file a signed ballot summary indicating the ballot
count under 11 U.S.C. Section 1126(c) and (d).
About St. Jude Nursing Center
St. Jude Nursing Center, Inc. filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 16-42116) on April 20, 2016. The Hon. John J.
Thomas presides over the cases. Livonia, Mich.-based St. Jude
Nursing Center, Inc. is a privately owned and licensed long-term
skilled nursing facility.
Michael P. DiLaura, Esq., at Mike DiLaura & Associates, P.C.,
serves as the Debtor's bankruptcy counsel.
ST. MICHAEL'S MEDICAL: Says Trinity Not Liable for MedRealty Lease
------------------------------------------------------------------
Saint Michael's Medical Center, Inc. and its affiliated debtors,
and Trinity Health Corporation submitted to the U.S. Bankruptcy
Court for the District of New Jersey a memorandum of law in reply
to the objection of Saint James MedRealty, LLC, to the Debtors'
motion for entry of an order enforcing the automatic stay and for
an order approving the global settlement agreement between the
Debtors, Trinity Health Corporation, and the Official Committee of
Unsecured Creditors.
The Debtors and Trinity Health argue that the language of
MedRealty's complaint seek to hold Trinity liable on a contract
that the Debtors signed asserting, as a matter of law, claims that
can only be recovered by piercing the corporate veil, and ignoring
the fact that the Lease expressly identified Trinity as a guarantor
of some of the Debtors' obligations, not as a party to the Lease.
The Parties tell the Court that it is apparent that MedRealty is
confusing the individualized nature of its claims against the
Debtors with its general claims against Trinity. The Parties
assert that MedRealty's claim against the Debtors with respect to
the breach of the leases is individualized considering that
MedRealty's breach of contract claim against the Debtors cannot be
asserted by creditors generally and the injury that flowed from
such breach is particular to MedRealty.
The Parties point out that "any finding that an individual creditor
may pursue veil piercing/alter ego claims that were released by the
Debtors under the Global Settlement Agreement, or claims that are
disguised, duplicative or derivative of such claims, would affect
the Debtors, their estate and Trinity, because then, the release
would be subject to collateral attack in different courts by each
of the creditors of the Debtors, as MedRealty is seeking to do that
would only discourage settlement, favor litigation and run afoul of
established jurisprudence promoting compromises in bankruptcy" and
"to allow selected creditors to artfully plead their way out of
bankruptcy court would unravel the bankruptcy process and undermine
an ordered distribution of the bankruptcy estate."
Attorneys for Saint Michael's Medical Center, Inc., et al.:
Michael D. Sirota, Esq.
Ryan T. Jareck, Esq.
COLE SCHOTZ P.C.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack, New Jersey 07602-0800
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
Email: msirota@coleschotz.com
rjareck@coleschotz.com
Attorneys for Trinity Health Corporation:
William H. Schorling, Esq.
Mark Pfeiffer, Esq.
BUCHANAN INGERSOLL & ROONEY PC
700 Alexander Park, Suite 300
Princeton, NJ 08540-6347
Telephone: (609) 987-6800
Facsimile: (609) 520-0360
Email: william.schorling@bipc.com
mark.pfeiffer@bipc.com
About Saint Michael's Medical Center
Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.
SMMC is a second tier subsidiary of Trinity Health Corporation. The
immediate sole corporate member of SMMC is Maxis Health System, a
Pennsylvania not-for-profit corporation.
Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.
On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed
a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be jointly
administered under Case No. 15-24999.
The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims
and noticing agent.
SMMC estimated $100 million to $500 million in assets and debt.
United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of New Jersey of the appointment
of Susan N. Goodman, RN JD, as patient care ombudsman in the
Chapter 11 case of Saint Michael's Medical Center, Inc., and its
debtor affiliates.
U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors. Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.
STAR BODY EXPERT: Plan Outline Okayed, Plan Hearing on Aug. 10
--------------------------------------------------------------
Star Body Expert, Inc., is now a step closer to emerging from
Chapter 11 protection after a bankruptcy court approved the outline
of its plan of reorganization.
The U.S. Bankruptcy Court in Puerto Rico on July 7 conditionally
approved Star Body Expert's disclosure statement, allowing the
company to begin soliciting votes from creditors for its plan.
The bankruptcy court will hold a hearing on August 10, at 9:00
a.m., to consider final approval of the disclosure statement and
confirmation of the plan.
Objections to the restructuring plan and ballots accepting or
rejecting the plan must be filed at least 10 days before the
hearing.
A copy of the court order is available without charge at
https://is.gd/KSaxYo
About Star Body Expert
Star Body Expert, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 15-06125) on August 11,
2015. The petition was signed by Carlos Olivero Pinero, president.
The case is assigned to Judge Brian K. Tester. The Debtor is
represented by Gerardo L Santiago Puig, Esq., at Santiago Puig Law
Offices.
At the time of the filing, the Debtor estimated its assets at
$500,000 to $1 million and debts at $1 million to $10 million.
STARCO VENTURES: Aug. 11 Hearing on Creditor's Bankr. Plan
----------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has entered an order conditionally approving
the Disclosure Statement filed by a creditor on behalf of debtor
Starco Ventures, Inc. on June 24, 2016.
The Court will conduct a hearing on confirmation of San Remo
Condominium Association of Reddington Shores, Inc.'s Chapter 11
Plan of Reorganization, including timely filed objections to
confirmation, objections to the disclosure statement, motions for
cramdown, applications for compensation, and motions for allowance
of administrative claims on Aug. 11, 2016, at 10:30 a.m.
Any written objections to the Disclosure Statement will be filed
with the Court and served on the Local Rule 1007-2 Parties in
Interest List no later than seven days prior to the date of the
Confirmation Hearing.
Parties in interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the Confirmation Hearing.
Objections to confirmation must be filed with the Court no later
than seven days before the date of the Confirmation Hearing.
All creditors and parties in interest that assert a claim against
the Debtor which arose after the filing of this case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to Bankruptcy Code Section 330, must file motions or
applications for the allowance of the claims with the Court no
later than 14 days after July 6, 2016.
Headquartered in Seminole, Florida, Starco Ventures, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
13-05326) on April 24, 2013, estimating its assets at between $1
million and $10 million and debts at between $10 million and $50
million. The petition was signed by Antoinette Van Putte,
president.
Judge K. Rodney May presides over the case.
Leon A. Williamson, Jr., Esq., at Leon A. Williamson, Jr., P.A.,
serves as the Debtor's bankruptcy counsel.
STEPPING STONES: Exclusive Plan Filing Deadline Moved to Aug. 5
---------------------------------------------------------------
The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi has extended, at the behest of
Stepping Stones, Inc., the exclusive period in which the Debtor may
file a Chapter 11 plan by 60 days until Aug. 5, 2016.
As reported by the Troubled Company Reporter on June 8, 2016, the
time period in which the Debtor had the exclusive right to file a
Chapter 11 Plan was set to expire on June 6, 2016, but the Debtor
still has multiple issues that must be resolved before finalizing a
plan and disclosure statement, including but not limited to the
appraisal of the real property owned by the Debtor.
Thus, the Debtor's counsel requires additional time before
completing a plan and disclosure statement.
Stepping Stones, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Miss. Case No. 16-10372) on Feb. 5, 2016. Robert
Gambrell, Esq., at Gambrell & Associates, PLLC, serves as the
Debtor's bankruptcy counsel.
STERLING MIDCO: Moody's Retains B2 CFR Over Term Loan Add-On
------------------------------------------------------------
Moody's Investors Service said that Sterling Midco Holdings, Inc.'s
(d.b.a. Sterling Talent Solutions or "Sterling") proposed $50
million add-on to its $440 million first lien term loan due 2022
($437.2 million outstanding as of March 31, 2016,) is a moderate
credit negative, but it does not impact the company's ratings
including its B2 Corporate Family Rating (CFR) or negative rating
outlook.
Moody's views the transaction as a moderate credit negative because
it will increase the amount of term debt in Sterling's capital
structure, and indicates that the company's aggressive acquisition
strategy will slow de-leveraging progress. Terming out the upsized
revolver enhances the company's liquidity, but Sterling will likely
continue to utilize revolver draws and cash for acquisitions and
integration spending.
Moody's maintains these ratings on Sterling Midco Holdings, Inc.:
-- Corporate Family Rating, unchanged at B2
-- Probability of Default Rating, unchanged at B2-PD
-- $70 million (including $10 million upsized amount) senior
secured revolving credit facility due 2020, unchanged at B1
(LGD3)
-- $490 million (including $50 million add-on) first lien
senior secured term loan due 2022, unchanged at B1 (LGD3)
-- $140 million second lien senior secured term loan due 2023,
unchanged at Caa1 (LGD5)
-- Rating outlook is negative
Sterling Midco Holdings, Inc., through its operating subsidiary
Sterling Infosystems, Inc., provides pre- and post-employment
verification services including criminal background checks,
credential verification and employee drug testing. Sterling is
majority-owned by affiliates of private equity sponsor Broad Street
Principal Investments (a subsidiary of Goldman Sachs). Factoring in
the full year results from recent acquisitions, the company
generated approximately $438 million of operating revenues during
the last twelve months ended March 31, 2016.
TECHNOLOGY MINING: Plan Outline Okayed, Plan Hearing on Aug. 16
---------------------------------------------------------------
Technology Mining Company, LLC, is now a step closer to emerging
from Chapter 11 protection after a bankruptcy court approved the
outline of its plan of reorganization.
The U.S. Bankruptcy Court for the Eastern District of Texas on July
7 conditionally approved Technology Mining's disclosure statement,
allowing the company to begin soliciting votes from creditors for
its plan.
Ballots accepting or rejecting the plan must be filed on or before
August 12.
The bankruptcy court will hold a hearing on August 16, at 9:30
a.m., to consider final approval of the disclosure statement and
confirmation of the plan. Objections are due by August 11.
A copy of the court order is available without charge at
https://is.gd/V9K8NJ
Technology Mining can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Email: eric@ealpc.com
About Technology Mining
Technology Mining Company, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E. D. Texas Case No. 16-40052) on
January 8, 2016. The petition was signed by David Juring, chief
executive officer.
The case is assigned to Judge Brenda T. Rhoades.
At the time of the filing, the Debtor estimated its assets at $0 to
$50,000 and debts at $1 million to $10 million.
TENDER LOVING: Exclusive Plan Filing Deadline Moved to Aug. 9
-------------------------------------------------------------
The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended, at the behest of
Tender Loving Home Health Care, Inc., the time by which it has
exclusive right to file a Chapter 11 Plan and Disclosure Statement
until Aug. 9, 2016.
As reported by the Troubled Company Reporter on June 14, 2016, the
Debtor continues to operate and has shown profits since the filing
of the Chapter 11 case, in order to successfully reorganize, but
needs additional time to meet the required monthly reporting
requirements so that counsel may file a Chapter 11 Plan and
Disclosure Statement. The Debtor was delinquent in its reporting
and has now caught up through March 2016 and a report is due for
April 2016.
Tender Loving Home Health Care, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Penn. Case No. 15-23759) on Oct. 14, 2015.
Christopher M. Frye, Esq., at Steidl & Steinberg serves as the
Debtor's bankruptcy counsel.
TIBCO SOFTWARE: Bank Debt Trades at 8% Off
------------------------------------------
Participations in a syndicated loan under which TIBCO Software is a
borrower traded in the secondary market at 91.65
cents-on-the-dollar during the week ended Friday, July 8, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.71 percentage points from the
previous week. TIBCO Software pays 550 basis points above LIBOR to
borrow under the $1.65 billion facility. The bank loan matures on
Nov. 18, 2020 and carries Moody's B- rating and Standard & Poor's
B1 rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended July 8.
TIBER PARTNERS: Trustee Taps Tavenner & Beran as Special Counsel
----------------------------------------------------------------
The Chapter 11 trustee of Tiber Partners, LLC seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
hire Tavenner & Beran, PLC as his special counsel.
Peter Barrett, the bankruptcy trustee, tapped the firm to provide
these legal services:
(a) prepare and file schedules of assets and liabilities and
a statement of financial affairs;
(b) represent and advise the Debtor in connection with its
initial debtor interview with the U.S. trustee and any
initial or adjourned meeting of creditors; and
(c) provide additional services required.
Lynn Tavenner and Paula Beran, the attorneys expected to provide
the services, will receive $415 per hour and $405 per hour,
respectively.
In a court filing, Paula Beran, Esq., a partner at Tavenner &
Beran, disclosed that the firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paula S. Beran
Tavenner & Beran, PLC
20 North Eighth Street, Second Floor
Richmond, Virginia 23219
Telephone: (804) 783-8300
Telecopy: (804) 783-0178
About Tiber Partners
An involuntary bankruptcy petition under Chapter 7 of the
Bankruptcy Code (Bankr. E.D. Va.) was filed against Tiber
Partners,
LLC on April 22, 2016. The court converted the Chapter 7 case to
a
proceeding under Chapter 11 (Case No. 16-32028) on June 14, 2016.
On June 20, 2016, Peter J. Barrett was appointed to serve as the
Chapter 11 trustee for the Debtor's bankruptcy estate.
TOTAL HOCKEY: Court OKs Bidding Procedures, Sale Hearing on Aug. 3
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
entered an order approving bid procedures in connection with the
sale of Total Hockey, Inc., et al.'s store chains and other
assets.
On July 6, 2016, the Debtors, which sells lacrosse and hockey
equipment, and TSG Enterprises, LLC and its nominee TSG-TH
Acquisition Co., LLC, have entered into an asset purchase agreement
pursuant to which TSG proposes to buy substantially all of the
Debtors' assets for $22.5 million, subject to higher and better
bids.
Due to the late emergence of the Stalking Horse Bidder in the
Debtors' sale and refinancing process, however, the Debtors have
taken additional steps to ensure a robust sale process. First, the
Stalking Horse Bid contains certain contingencies that are within
the control of the Stalking Horse Bidder related to financing and
due diligence.
The Court directs the Stalking Horse Bidder to deliver to the
Debtors a written notice waiving or deeming satisfied all of the
Stalking Horse Contingencies by 12:00 p.m. (CT) on July 22, 2016.
If the Stalking Horse Bidder fails to deliver such written notice
to the Debtors by the deadline, then the Stalking Horse Bid will
automatically and immediately be deemed withdrawn, the Stalking
Horse APA will automatically be deemed terminated, and the Stalking
Horse Bidder will no longer serve in such capacity or be entitled
to any of the Bid Protections.
No later than July 25, 2016, the Debtors are directed to deliver to
Citizens Business Capital and Gordon Brothers Finance Company, LLC,
as administrative agents and collateral agents under the
prepetition credit agreements, an agency agreement for the full
chain liquidation acceptable to the Agents, and file the Back-Up
Bid with the Court to provide notice to creditors and other
parties-in-interest.
The Court will hold a status hearing on July 26, 2016, at 10:00
a.m. (CT) regarding (a) the status of the Stalking Horse Bid and
(b) the Debtors' request for approval of the Back-Up Liquidation
Bid.
The deadline by which all bids for the Debtors' assets must be
received is 12:00 p.m. (CT), on July 27, 2016. July 29, 2016, at
10:00 a.m. (CT) is the auction date, if one is needed.
If an auction is conducted, the Agents will have the right to
credit bid all or a portion of the value of their claims within the
meaning of Section 363(k) of the Bankruptcy Code. Each Agent may,
but will not be required to, notify the Debtors prior to the Bid
Deadline of its intent to credit bid at the Auction, and the
Debtors shall take such notice into account before seeking to
cancel the Auction.
If the Debtors do not receive a Qualified Bid (other than the
Stalking Horse Bid and the Back-Up Liquidation Bid), the Debtors,
in consultation with the Agents and the Committee Representatives,
will not conduct the Auction and will designate the Stalking Horse
Bidder's Qualified Bid as the Successful Bid and the Back-Up
Liquidation Bid as the Back-Up Bid.
As protection, a breakup fee of $250,000 will be payable to the
Stalking Horse Bidder, which roughly 1.11% percent of the proposed
purchase price.
The sale hearing will commence on or before Aug. 3, 2016, at 10:00
a.m. (CT) before the Honorable Charles E. Rendlen III. Objections
to the sale must be made on or before August 2.
About Total Hockey
Headquartered in Maryland Heights, Missouri, Total Hockey, Inc.,
Player's Bench Corporation and Hipcheck, LLC sell lacrosse and
hockey equipment in 32 retail store locations and three
distribution centers in 12 states including Chicago, Minneapolis,
Detroit, and Philadelphia. The Debtors were formed in in 1999 as a
spin off from a local general sporting goods company. The Debtors
operate e-commerce sites at http://www.totalhockey.com/,
http://www.goalie.totalhockey.com/, and
http://www.lacrosse.totalhockey.com/ In 2015, the Debtors
generated 27% of their total sales, or approximately $17 million,
through e-commerce.
Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 16-44815) on
July 6, 2016, estimating assets in the range of $10 million to $50
million and liabilities of up to $100 million. The petition was
signed by Lee A. Diercks as chief restructuring officer.
The Debtors have hired Polsinelli PC as bankruptcy counsel, Spencer
Fane LLP as conflicts counsel, Clear Thinking Group LLC as
investment banker and Rust Consulting/Omni Bankruptcy as claims and
noticing agent.
TOWNRIDGE INC: Revised Budget Projects $4.77-Mil. Cash Payout
-------------------------------------------------------------
Townridge, Inc. asks the U.S. Bankruptcy Court for the District of
Oregon for authorization to use cash collateral consisting of
prepetition income from the operation of its business and its
revenue generated from the motel, restaurant and bar, as well as
all other proceeds.
The Court had previously granted the Debtor, on a preliminary
basis, the use of cash collateral amounting to $370,000 and
$168,539. The Court had also approved the payment of prepetition
administrative expenses for payroll of $85,084.23.
The Debtor relates that it has revised its budget to reflect the
changes in the total payroll and payroll tax expenses, among other
things. The revised budget provides for total payroll and payroll
taxes in the amounts of $1,717,130 and $669,681, respectively, for
the period beginning July 2016 and ending June 2017. The revised
budget also provides for the payment of franchise fees in the total
amount of $262,000. Total cash payout for the period covered by
the budget is approximately $4,770,323.
The Debtor names the following creditors, who hold or claim to hold
an interest in the cash collateral, and the amount of such
interest:
(a) Bayview Loan Servicing: $4,244,141
(b) Corporation Service Corp.- Can Capital: $17,000
(c) Corefund - TVT Capital: $149,000
(d) Corporation Service Corp. - Yellowstone Capital: $165,534
The final hearing on the Debtor's Motion is scheduled on July 28,
2016 at 1:30 p.m.
A full-text copy of the Debtor's Motion, dated July 11, 2016, is
available at https://is.gd/gCRfDR
Townridge, Inc., dba Best Western Sunridge Inn, filed a chapter 11
petition (Bankr. D. Ore. Case No. 16-32482) on June 25, 2016, is
represented by D. Blair Clark, Esq., in Boise, Idaho, and estimated
its assets and liabilities at less than $10 million at the time of
the filing.
TRANS UNION: Moody's Affirms B1 CFR & Changes Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed Trans Union LLC's B1 Corporate
Family Rating, B2-PD Probability of Default Rating (PDR) and the B1
rating for its senior secured credit facilities, and changed the
ratings outlook to positive from stable. Moody's also upgraded
TransUnion LLC's speculative grade liquidity rating to SGL-1, from
SGL-2. TransUnion LLC is an indirect subsidiary of TransUnion.
RATINGS RATIONALE
The positive outlook reflects Moody's expectations that
TransUnion's strong earnings growth will drive deleveraging and
growth in free cash flow. Moody's expects high single digit
revenue growth (excluding acquisitions and changes in foreign
currencies) over the next 12 to 18 months. The company should
continue to benefit from healthy demand for credit reports in a
growing US economy and increasing penetration of its products into
healthcare, insurance and other industries.
The affirmation of the B1 CFR reflects TransUnion' strong revenue
growth, solid EBITDA margins and Moody's expectation that total
debt to EBITDA (Moody's adjusted and including non-recurring
spending on business transformation and technology investments)
will decline to below 4x over the next 12 to 18 months, from
approximately 4.7x at 1Q 2016. Moody's expects free cash flow
(after minority dividends) to increase to about 9% to 10% of total
adjusted debt in 2017. The company's cash flow growth provides
financial flexibility to pursue tuck-in acquisitions. The B1
rating is further supported by TransUnion's sustainable market
position as one of the three principal global consumer credit
bureaus. The industry has high barriers to entry as the large
incumbents own proprietary consumer credit databases and provide
information services that are critical to their customers'
decision-making processes. At the same time, a significant portion
of TransUnion's revenues are driven by the demand for credit
reports, which is correlated to US macroeconomic cycles.
TransUnion's ratings are also constrained by the approximately 59%
common equity interest held in the company by its financial
sponsors. In Moody's view, the controlling shareholders have
significant influence on the company's financial policies, which
are likely to favor shareholders and increase the risk of credit
negative events.
The SGL-1 speculative grade liquidity rating reflects TransUnion's
very good liquidity consisting of its cash balances, free cash
flow, access to borrowings under its revolving credit facility, and
ample operating flexibility under covenants in its credit
facility.
Moody's could upgrade TransUnion's ratings if the company maintains
good earnings growth, demonstrates a track record of balanced
financial policies and private equity funds' equity ownership
declines materially. The ratings could be upgraded if Moody's
expects TransUnion to sustain total debt to EBITDA below 4.5x
(Moody's adjusted) and free cash flow in the high single digit
percentages of total debt. Conversely, the ratings could be
downgraded if weaker-than-expected operating performance or
aggressive financial policies cause total debt to EBITDA (Moody's
adjusted) to increase toward 5.5x and free cash flow declines to
the low single digit percentages of total debt.
These ratings were affirmed:
Issuer: Trans Union LLC
Corporate Family Rating -- B1
Probability of Default Rating -- B2-PD
$210 million senior secured revolving credit facility due
2020 -- B1 (LGD 3)
$387 million (outstanding) senior secured Term Loan A due 2020
-- B1 (LGD 3)
Approximately $2 billion Term Loan B due 2021 -- B1 (LGD 3)
Moody's upgraded this rating:
Issuer: Trans Union LLC
Speculative Grade Liquidity -- Upgraded to SGL-1, from SGL-2
Outlook actions:
Issuer: TransUnion LLC
Outlook, Changed To Positive, from Stable
TransUnion is a leading provider of information and risk management
solutions to businesses and consumers. Funds affiliated with
Advent International Corporation and Goldman Sachs & Co. own a
combined majority equity interest in TransUnion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
TRIN POLYMERS: Wants Permission to Use Cash Collateral
------------------------------------------------------
Trin Polymers, LLC, asks the U.S. Bankruptcy Court for the Western
District of Michigan for authorization to use cash collateral.
The Debtor's proposed cash collateral use contains, among others,
the following relevant terms:
(a) Parties with an Interest in Cash Collateral: Intergroup
International, Ltd and Customs Resins, Inc.
(b) Use of Cash Collateral:
(i) in the ordinary course of business for working
capital and general corporate purposes;
(ii) for the payment of Professional Fees and other fees
and expenses, to the extent of the Carve Out; and
(iii) for the payment of expenses not incurred in the
ordinary course of business.
(c) Adequate Protection Liens: As adequate protection against
any diminution in value of its interests in the collateral securing
the obligations under the prepetition Loan Agreement, the
Prepetition Lenders shall be granted additional and replacement
continuing and automatically perfected postpetition security
interests in and liens on any and all presently owned and
subsequently acquired personal property, real property and all
other assets of the Debtor, together with any proceeds thereof, in
and to the same extent, validity and priority as they existed on
the Petition Date.
(d) Carve Out: Means the (i) unpaid fees of the Clerk of Court
and the United States Trustee, and (ii) reasonable and documented
unpaid fees and expenses of professional persons retained by the
Debtor.
The Debtor relates that as of the date of filing, the indebtedness
due and owing to Intergroup and Custom Resins was approximately
$538,000 and $707,000, respectively.
The proposed Budget covers a three-month period from July through
September. The Budget provides for overhead costs for July and
August in the amount of $109,500, for each month, and for September
in the amount of $111,500.
A full-text copy of the Debtor's Motion, dated July 12, 2016, is
available at https://is.gd/5sQRZj
About Trin Polymers, LLC
Trin Polymers LLC, sought protection under Chapter 11 (Bankr. W.D.
Mich. Case No. 16-16-03615) on July 11, 2016. The petition was
signed by Mike B. Mike III, managing member.
The Debtor is represented by Robert F. Wardrop, II, Esq., at
Wardrop & Wardrop, P.C. The case is assigned to Judge John T.
Gregg.
The Debtor estimated assets and liabilities of less than $10
million.
UNITED PLASTIC: Panel Wants Exclusivity Periods Terminated
----------------------------------------------------------
The Official Committee of Unsecured Creditors of United Plastic
Recycling, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Alabama to determine that the exclusivity period for
the filing of a bankruptcy plan in favor of the Debtors in the
procedurally consolidated bankruptcy proceedings is terminated,
either by the operation of law, pursuant to 11 U.S.C. Section
1121(c)(3), or by decision of the Court.
According to the Committee, by operation of law, in relation to the
exclusivity period provided to the Debtors for the filing of their
respective Chapter 11 plans and disclosure statements, the 120-day
period provided by 11 U.S.C. Section 1121(c)(2) would have expired
on Feb. 15, 2016, (with allowance for the deadline falling on a
Saturday), and the 180-day period provided by 11 U.S.C. Section
1121(c)(3) would have expired on April 13, 2016, both deadlines.
On April 5, 2016, the Court granted Debtors' requested extension of
the exclusivity period until May 31, 2016. On May 31, 2016, UPR
and United Lands each filed their respective Chapter 11 plans and
their respective Disclosure Statements pursuant to Section 1125 of
the Bankruptcy Code. On June 28, 2016, the Committee filed an
objection to Debtors' respective Disclosure Statements, setting
forth numerous bases for which the said Disclosure Statements were
not due to be approved by the Court.
The Committee says that in consideration of the facts that both
over 180 days have passed since the date of the applicable orders
of relief in this matter and since the expiration of the May 31,
2016 deadline on the exclusivity has passed, the exclusivity, in
favor of the Debtors, for filing of their Chapter 11 plan is due to
be deemed terminated by operation of the law.
While detailing the myriad bases upon which the Debtors' respective
Disclosure Statements are deficient in the information provided to
interested parties, the Committee's objection also touches on the
fact that, irregardless of whether the information provided in the
Disclosure Statements is properly amended, the respective Chapter
11 plans of the Debtors are due to be rejected. Most likely chief
among the reasons weighing in favor of rejection is the fact that
the Chapter 11 plans are not feasible, the Committee asserts.
From the time of its October 2015 bankruptcy filing, UPR has, in
its monthly financial reports to the Court, reported losses
totaling $1.9 million, which is only decreased to $1 million if
depreciation costs are removed for the purposes for present
consideration.
While the trend for losses seemed to be a decline in January,
February and March 2016, the loss figures substantially rose again
in April and May 2016, in the rough of amounts of $152,000 and
$101,000, respectively. UPR has, during the course of the present
bankruptcy proceeding, yet to reach a breakeven point, much less a
point of profitability.
Despite the continual, substantial losses and dwindling resources
and despite the continuing losses in the plastics recycling market,
in general, the Chapter 11 Plans, however, propose for Debtors
(particularly UPR) to meet payment obligations on both substantial
secured debt and, potentially, yet unquantified amounts of
unsecured debt, in addition to ongoing financing operations, over,
at least, half a decade into the future.
In addition, this matter has always been described by UPR and its
counsel as a structured sale as a going concern, the failure of
which would most likely result in a liquidation, a liquidation that
would preferable occur within the confines of the present Chapter
11 proceeding. This fact is alluded to by the admission in the
Disclosure Statements that Debtors' priority remains sale of the
assets of the Debtor entities.
On a repeated basis, the Committee has entertained representations
that the status of sale negotiations as to the Debtor entities were
such that the Debtors were expecting to receive a substantial offer
and executed asset purchase agreement, whether as a stalking horse
bidder or otherwise, in the near future. To date, it is the
Committee's understanding that no agreement has been executed, or
even finalized, and no sale motion has been filed with the Court.
The Committee's counsel can be reached at:
J. Heath Loftin, Esq.
Robert D. Reynolds, Esq.
REYNOLDS, REYNOLDS & LITTLE, LLC
402 S. Perry Street, Suite 200
P.O. Box 1389
Montgomery, Alabama 36102-1389
Tel: (334) 832-9553
Fax: (334) 832-9556
E-mail: jhloftin@rrllaw.com
robreynolds1@rrllaw.com
United Plastic Recycling, Inc. (Bankr. M.D. Ala. Case No. 15-32928)
and affiliate United Lands, LLC (Bankr. M.D. Ala. Case No.
15-32926) filed separate Chapter 11 bankruptcy petitions on Oct.
16, 2015. The United Plastic petition was signed by John A.
Bonham, Jr., president.
Judge Dwight H. Williams Jr. Presides over United Lands' case,
while Judge William R. Sawyer presides over United Plastic's case.
James L. Day, Esq., at Memory & Day serves as the Debtors'
bankruptcy counsel.
United Plastic estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.
United Lands estimated its assets at up to $50,000and its
liabilities at up $50,000.
A list of United Plastic Recycling's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/almb15-32928.pdf
UNIVERSAL SECURITY: Extends CEO's Employment to July 2017
---------------------------------------------------------
Universal Security Instruments, Inc., on July 12, 2016, entered
into an Addendum to the Second Amended and Restated Employment
Agreement dated as of July 18, 2005, with Harvey B. Grossblatt,
president and chief executive officer of the Company. The Addendum
extended the term of Mr. Grossblatt's employment by one year, from
July 31, 2016, to July 31, 2017. In addition, the Company
continued the bonus threshold on which the Executive may earn a
bonus for the fiscal year beginning April 1, 2016, at 4% of
shareholders' equity as of April 1, 2016, as disclosed in a
regulatory filing with the Securities and Exchange Commission.
About Universal Security
Owings Mills, Maryland-based Universal Security markets and
distributes safety and security products which are primarily
manufactured through its 50%-owned Hong Kong Joint Venture.
At Dec. 31, 2015, the Company had $20,213,695 in total assets,
$3,226,026 in total current liabilities and $16,987,669 in total
shareholders' equity.
"Our history of operating losses, declining revenues in prior
years, and limited financing options raises substantial doubt about
our ability to continue as a going concern. The Company had net
losses of $1,362,552 for the nine months ended December 31, 2015,
and $3,704,985 and $4,450,244 for the fiscal years ended March 31,
2015 and 2014, respectively. The Company is monitoring its
liquidity and working capital position in light of continued
operating losses, and decreases in its cash and working capital
position over the past four fiscal years of operations. In
addition to the expanded factoring agreement with Merchant Factors
Corporation (Merchant) as discussed below, the Company has
negotiated payment terms on its trade accounts payable to the Hong
Kong Joint Venture. The payment terms on the trade accounts
payable to the Hong Kong Joint Venture provide ninety day repayment
terms on up to $1,000,000 of purchases of the Company's new sealed
product line. The Company also believes that its cash position can
be improved by a combination of reductions in inventory and by
lowering expenses. In addition, the Company is prepared to
initiate changes in its operations, if needed, to reduce its
operating costs while maintaining its current level of customer
service. However, there are potential risks, including that the
Company's revenues may not reach levels required to return to
profitability, costs may exceed the Company's estimates, or the
Company's working capital needs may be greater than anticipated.
Any of these factors may change the Company’s expectation of
cash usage in the remainder of the fiscal year ending March 31,
2016, and beyond, or may significantly affect the Company's level
of liquidity. These financial statements do not include any
adjustments that might result from the Company not being able to
continue as a going concern," the Company stated in its quarterly
report for the period ended Dec. 31, 2015.
UPC BROADBAND: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which UPC Broadband
Holding is a borrower traded in the secondary market at 97.77
cents-on-the-dollar during the week ended Friday, July 8, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.27 percentage points from the
previous week. UPC Broadband pays 250 basis points above LIBOR to
borrow under the $1.305 billion facility. The bank loan matures on
June 1, 2021 and carries Moody's Ba3 rating and Standard & Poor's
BB rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended July 8.
VALEANT PHARMACEUTICALS: Bank Debt Trades at 2% Off
---------------------------------------------------
Participations in a syndicated loan under which Valeant
Pharmaceuticals is a borrower traded in the secondary market at
97.58 cents-on-the-dollar during the week ended Friday, July 8,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.51 percentage points
from the previous week. Valeant Pharmaceuticals pays 425 basis
points above LIBOR to borrow under the $2.35 billion facility. The
bank loan matures on April 9, 2022 and carries Moody's Ba2 rating
and Standard & Poor's BB- rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended July 8.
VALVOLINE FINCO: Moody's Assigns Ba2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating to
Valvoline Finco Two LLC, a newly created wholly owned subsidiary of
Ashland Inc. that will later be merged into Valvoline Inc. and
separated into an independent, free-standing company consisting of
the Valvoline-related businesses. The IPO to effect partial
separation is expected to occur in the Fall of 2016. Moody's also
assigned a Ba3 rating to the new $375 million unsecured bonds to be
issued by Finco Two. The bonds are guaranteed by Ashland Inc., but
the guarantee will automatically be released following Ashland's
transfer of the Valvoline business to Valvoline Inc. and the
assumption by Valvoline Inc. of Finco Two's obligations under the
bonds. The outlook on the ratings is stable.
Assignments:
Issuer: Valvoline Finco Two LLC
Probability of Default Rating, Assigned Ba2-PD
Corporate Family Rating, Assigned Ba2
Gtd Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)
Outlook Actions:
Issuer: Valvoline Finco Two LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The Ba2 CFR assigned to Finco Two anticipates successful completion
of the IPO, expected to be completed sometime in the fall, with net
proceeds used to reduce debt at Valvoline to $750 million. In the
absence of the successful IPO, and if all other factors are
virtually unchanged, Moody's would reduce Valvoline's CFR one notch
to Ba3, possibly with a negative outlook.
After the completion of this $375 million bond offering, together
with the $875 million in Term Loan A bank commitments to Valvoline
Finco One LLC (Finco One), Finco One and Two will have
$1.25 billion in committed funding, all of which is expected to be
transferred to facilitate debt reduction at Ashland. The bank
commitments are expected to be delayed draw until the Contribution,
the merger of Finco One into Valvoline Inc. and the satisfaction of
certain other conditions. The net proceeds from the IPO are
expected to be used to lower the TLA commitments.
In the event the company is unable to complete the IPO and achieve
at least $500 million in net proceeds, Valvoline's ratings would be
lowered one notch to reflect the higher leverage, taking into
account the legacy pension obligations. Moreover, in the absence
of the IPO proceeds, Valvoline's profile will exhibit modest free
cash flow generation as a result of higher interest payments, as
well as ongoing pension obligations, capex to fund store growth,
and other investments.
With respect to Ashland's ratings, Moody's expects the proceeds
from the $1.25 billion in debt raised at Valvoline, together with
certain amounts of balance sheet cash, to be used to reduce debt at
Ashland. In the event that the resulting gross debt/EBITDA at
Ashland is not reduced to 3.0 times or less, Moody's would likely
downgrade Ashland's CFR one notch to Ba2.
The Ba2 rating for Valvoline reflects leading market positions in
retail (conventional and synthetic) passenger car lubricants, the
quick lube DIFM market, and the distributor and direct installer
auto service markets in the U.S. The ratings also reflect strong
and somewhat stable margins in this mostly recession-resistant
space, which is tied to miles driven and necessary periodic oil
changes in the auto and truck markets.
The ratings also take into account the macro headwinds in lube oil
markets, where the trend in oil change intervals has been extended,
albeit modestly the last few years, and where eventually hybrid and
electric car growth will increasingly substitute combustion engines
that rely on crankcase and other oils; albeit Moody's expects this
process to continue to be very slow and drawn out and extend over
decades.
The ratings also reflect exposure to oil-derived base oil raw
materials and the impact on margins when the price of crude
exhibits volatility, although this phenomenon does not apply across
the full portfolio (branded retail prices tend to be more
resilient), and is somewhat mitigated compared to historical
volatility due to pricing strategies that have shortened the lag
period (i.e., the time between the change in raw materials and
product prices). Nonetheless, changes in crude oil and lube oil
prices are expected to impact margins at Valvoline and result in
moderate cyclicality in earnings and cash flow over time.
Moody's estimates Valvoline's adjusted leverage (debt/EBITDA) in
the high 2 times, assuming the IPO is successful, or close to 4
times if the IPO is not completed. Moody's metrics include
standard adjustments to capitalize operating leases and $779
million in legacy unfunded pension liabilities from Ashland; these
adjustments amount to about one and one half turns in pro forma
adjusted financial leverage. Moody's notes that the process by
which Valvoline will be spun off to shareholders is unduly
complicated as Valvoline will be assuming Ashland's legacy pension
obligations.
Moody's expects that the company will generate retained cash flow
to debt in the high single to low double digit percentage range,
and we estimate that free cash flow will be positive and in the
range of at least $60-$80 million, but could vary depending on
future capex for quick lube store growth and acquisitions. The
potential for bolt-on acquisitions in the quick lube segment might
result in additional borrowings and higher leverage, depending on
the scale and pace of acquisitions.
The ratings also take into account Valvoline's lagging positions in
market share and margins in the International segment, where global
industry growth is more likely to be concentrated and where larger
well-capitalized competitors are already well-entrenched with
leading brands and market share positions that could pose a
challenge to management's growth objectives in these markets.
The ratings also consider the trend towards higher quality motor
oils and the increasing share of synthetic lube oils, which is
expected to roughly double in share over the next five years.
Moody's sees this as both a threat and an opportunity to Valvoline.
However, the presence of larger well-capitalized competitors with
leading market shares (Mobil 1 and Castrol) could tip the scales to
more of a threat to Valvoline's position in synthetics over the
next few years.
Moody's expects Valvoline to have adequate liquidity including the
$450 million committed undrawn revolver, more than $100 million in
balance sheet cash and positive free cash flow from operations,
excluding M&A activity that might arise. Maintenance covenants on
the revolver include gross leverage (maximum 4.5 times) and
coverage (Minimum 3.0 times) tests with ample cushion expected on a
one year forward basis.
Moody's would consider a downgrade to Valvoline's ratings in the
event of IPO proceeds of less than $500 million or poor financial
performance that causes adjusted leverage to rise above 3.5 times,
or if retained cash flow to debt falls below 5%, on a sustained
basis, or if free cash flow before acquisitions remains close to
breakeven.
Given that Valvoline will be newly independent without an operating
track record as a free-standing company, prospects for an upgrade
will be limited for a while. However, successful execution
including market share protection and growth, profitable store
growth in the quick lube segment, and overall margin stability and
expansion could eventually support a higher rating if adjusted
leverage were to sustainably fall to the low-to-mid 2 times range.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Valvoline Inc., headquartered in Lexington, Kentucky, is a marketer
of premium-branded automotive and commercial lubricants. The
company sells its products through over 30,000 retail outlets and
about 1,050 franchised and company-owned stores. Its three
business segments are Core North America (54% of 2015 sales), which
includes "Do-It-Yourself" (DIY), "Do-It-For-Me" (DIFM), and heavy
duty engine maintenance; Quick Lubes (20% of 2015 sales), which
runs the about 1,050 Valvoline Instant Oil Change (VIOC) franchised
and company-owned stores in the United States; and International
(26% of 2015 sales), which includes passenger and heavy duty
branded products sold to about 140 countries outside the US and
Canada. The company had revenues of $2.0 billion for the twelve
months ending December 31, 2015.
VDH DEVELOPMENT: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: VDH Development, Inc.
1112 Montana Ave.
Santa Monica, CA 90403
Case No.: 16-19246
Chapter 11 Petition Date: July 13, 2016
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Anthony Obehi Egbase, Esq.
A.O.E LAW & ASSOCIATES
350 S Figueroa St Ste 189
Los Angeles, CA 90071
Tel: 213-620-7070
Fax: 213-620-1200
E-mail: info@aoelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brigitte M. Von Dem Hagen, president.
The Debtor listed Audi Finance as an unsecured creditor holding a
claim of $16,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb16-19246.pdf
VENOCO INC: Bankruptcy Court Approves Restructuring Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on July 13
approved Venoco's proposed plan for restructuring, clearing the way
for the company to officially emerge from the restructuring process
later this month.
A copy of Judge Kevin Gross' Findings of Fact, Conclusions of Law
and Order Confirming the First Amended Joint Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code (with Technical and
Confirmation Modifications) dated July 14, 2016, is available at:
http://bankrupt.com/misc/deb16-10655-0370.PDF
Venoco had filed a voluntary petition for reorganization with the
court in March in order to eliminate approximately $1 billion of
debt from its balance sheet and better position the company for
long-term success. The plan approved by the court eliminated that
debt.
The company's emergence from restructuring is expected to be
relatively seamless. Under the court-approved plan, Venoco will
retain its leadership team and its robust energy-producing assets.
The company had continued its normal oil and gas activities and to
meet its ongoing financial and regulatory obligations throughout
the restructuring process, and will continue to do so going
forward.
"The court's approval [Wednes]day marks another step forward in our
efforts to address the challenges before us and strengthen our
position for long-term success," said Mark DePuy, Venoco's CEO.
"Venoco is emerging from this process a stronger company with the
same core values that have driven our success in the past:
operational excellence, outstanding employees and a strong
commitment to safety, environmental protection and the communities
in which we operate."
"The low price of oil and the ongoing closure of Plains All
American pipeline 901 continue to be serious problems. With this
restructuring, Venoco is in a much stronger position to withstand
these challenges and others that may follow," Mr. DePuy continued.
"We look forward to tackling these challenges in the days ahead."
About Venoco, Inc.
Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and Development
of oil and gas properties in California. As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed. As of the Petition
Date, the Debtors employed approximately 160 people.
The Debtors were founded by Timothy M. Marquez in Carpinteria,
California in 1992. In January 2012, Denver Parent Company, an
affiliate of Mr. Marquez, who then owned 50% of the outstanding
shares of Venoco common stock, took the company private again by
acquiring all of the outstanding common stock for $12.50 per
share.
After going private in January 2012, the Debtors were left with
significant debt obligations, which in 2012 exceeded $845 million,
as disclosed in filings with the Court. Between 2012 and 2014, the
Debtors completed a number of asset sales, generating over $470
million in net proceeds for capital expenditures and for paydowns
of the debt.
Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. The
Debtors estimated assets in the range of $100 million to $500
million and debts of up to $1 billion. Hon. Kevin Gross has been
assigned the cases.
The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP, and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor and BMC Group, Inc., as notice,
claims and balloting agent.
VYCOR MEDICAL: Fountainhead Reports 49.6% Stake
-----------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Fountainhead Capital Management Limited disclosed that
as of June 30, 2016, it beneficially owns 6,497,818 shares of
common stock of Vycor Medical representing 49.6 percent of the
shares outstanding.
On June 30, 2016 Vycor Medical issued 16,667 shares of Vycor
Common Stock to Fountainhead in satisfaction of $30,000 of
consulting fees due for the quarter ended June 30, 2016. As a
result of such issue, Fountainhead's previously-reporting holdings
of Vycor Common Stock (including shares which it has the option to
acquire within 60 days of such date) were increased to a total of
6,497,818 shares, comprising ownership of 4,449,997 Vycor Common
Shares and Warrants to purchase 2,047,821 Vycor Common Shares as
follows.
A full-text copy of the regulatory filing is available at:
https://is.gd/roMCNd
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
As of March 31, 2016, Vycor had $1.76 million in total assets,
against $890,960 in total liabilities.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
WADE THOMAS SPROUSE: Plan Outline Okayed, Plan Hearing on Aug. 15
-----------------------------------------------------------------
A U.S. bankruptcy court on July 7 approved the outline of the
Chapter 11 plan of reorganization proposed by Wade Thomas Sprouse,
allowing him to begin soliciting votes from creditors.
The U.S. Bankruptcy Court for the Middle District of Georgia gave
the thumbs-up to the plan after finding that it contains "adequate
information" as defined by section 1125 of the Bankruptcy Code.
A court hearing to consider confirmation of the restructuring plan
is scheduled for August 15, at 10:00 a.m. Objections to the plan
are due by August 10.
Ballots accepting or rejecting the plan must be filed by voting
creditors on or before August 10.
A copy of the court order is available without charge at
https://is.gd/mGza4n
About Wade Thomas Sprouse
Wade Thomas Sprouse sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Ga. Case No. 14-70685). The case is
assigned to Judge John T. Laney, III.
WASHINGTON FIRST: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The U.S. Trustee for the Western District of Washington is unable
to appoint a committee of unsecured creditors in the Chapter 11
bankruptcy case of Washington First Financial Group, Inc.
Washington First Financial Group, Inc., bank holding company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Wash. Case No. 16-12848) on May 26, 2016. The petition was
signed by Elizabeth Huang, president.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
WHISTLER ENERGY: Committee Seeks Review of Final DIP Order
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Whistler Energy
II, LLC files a motion with the Court seeking reconsideration of
the Final DIP Order, and enter an order granting a rehearing of the
DIP Motion.
The Committee also asks the Court to enter an amended Final DIP
Order, after such hearing, which (a) provides an additional
$100,000 for Committee professionals during the initial period of
the Budget, (b) provides an additional $50,000 per month for
Committee professionals in any future Budget, (c) expands the
deadline for asserting a challenge to ninety (90) days from June
15, 2016, and (d) eliminates the prohibition against obtaining
alternative post-petition secured financing.
The Committee tells the Court that it has repeatedly stressed the
critical need for the Debtor to refocus its efforts upon the
drilling and successful completion of the Erato Well. If it is
accurate that completion of the Erato Well will result in an
increase of daily production by the Debtor will increase from 2,500
barrels per day to 7,500 barrels per day, all parties-in-interest
must focus on the financing for and recommencement of the drilling
operations with respect to the Erato Well.
The Committee is exploring the possibility that many of the same
trade creditors that have previously worked on the Erato Well --
seven of whom are now members of the Committee -- may be willing to
now extend “voluntary trade creditor financing” by extending
further credit in order to complete the Erato Well and bring it
online but this cannot be done, however, without sufficient time
and information.
Proposed Counsel for the Official Committee of Unsecured
Creditors:
Stewart F. Peck, Esq.
Christopher Caplinger, Esq.
Benjamin W. Kadden, Esq.
Joseph P. Briggett, Esq.
Erin R. Rosenberg, Esq.
LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
601 Poydras Street, Suite 2775
New Orleans, LA 70130
Telephone: (504) 568-1990
Facsimile: (504) 310-9195
Email: speck@lawla.com
ccaplinger@lawla.com
jbriggett@lawla.com
bkadden@lawla.com
erosenberg@lawla.com
About Whistler Energy II
Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016. Judge Jerry A. Brown presides over
the case. The Petitioners are represented by Stewart F. Peck,
Esq., who has an office in New Orleans, Louisiana.
WIRECO WORLDGROUP: Moody's Puts Caa1 CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of WireCo WorldGroup
Inc., including the Caa1 Corporate Family Rating, on review for
upgrade. This follows WireCo's announcement on July 11, 2016, that
the company will refinance its entire capital structure.
Based on the announced acquisition and refinancing of WireCo,
Moody's assigned to WireCo WorldGroup Inc. (New) a B3 Corporate
Family Rating, a B3-PD Probability of Default Rating, a B2 rating
to the proposed $410 million senior secured first lien term loan
facility and a Caa2 rating to the proposed $185 million senior
secured second lien term loan facility. The ratings outlook for
WireCo WorldGroup Inc. (New) is stable.
On June 25, 2106, WireCo entered into a Stock Subscription
Agreement with affiliates of Onex Corporation whereby Onex will
acquire a majority interest in WireCo. Onex will make an equity
cash investment of approximately $260 million. Paine & Partners
LLC will maintain a significant minority stake in WireCo. The
transaction is subject to obtaining various approvals from
governmental authorities, including antitrust approvals, to closing
of senior debt financing and to the repayment of existing
indebtedness.
Moody's anticipates withdrawing the ratings on WireCo's existing
senior secured bank credit facility due 2017 and senior unsecured
notes due 2017 when these existing obligations have been repaid.
These ratings were placed on review for upgrade:
Corporate Family Rating at Caa1;
Probability of Default Rating at Caa1-PD;
Senior Secured Bank Credit Facility due 2017 at B1, LGD2;
Senior Unsecured Notes due 2017 at Caa2, LGD5;
Outlook, Negative
Assignments:
Issuer: WireCo WorldGroup Inc. (New)
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Senior Secured 1st Lien Term Loan, Assigned B2, LGD3
Senior Secured 2nd Lien Term Loan, Assigned Caa2, LGD5
Outlook Actions:
Outlook, Assigned Stable
RATINGS RATIONALE
WireCo ratings benefit from its strong market share in providing
high-tension steel and synthetic ropes and wire. The company's
market position as well as its end market, geographical and
customer diversification are credit strengths. Moody's also
recognize WireCo's global footprint as a key credit strength.
WireCo derives over 65% of its revenue from outside of the U.S.,
providing geographic diversity and lessening reliance on any single
economy. The oil and gas end market represents approximately 23%
of total revenue and generally contributes a good source of
recurring revenue given the short replacement cycle for rig lines.
However, rig counts have declined sharply, and demand for the
required specialized steel and synthetic ropes has fallen as well.
Moody's also considers in the ratings on-going weakness in mining,
and relatively flat growth in industrial and infrastructure end
markets. Positively, the fishing end market is strong.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
WireCo WorldGroup, Inc., headquartered in Kansas City, MO, is a
leading global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products. The company sells into diverse industries including
infrastructure, industrials, oil and gas, mining, and marine and
fishing. Paine and Partners, LLC, through its respective
affiliates, owns about 85% and management owns the remaining 15% of
WireCo. Revenue for the twelve months ending March 31, 2016,
totaled approximately $684 million.
WME IMG: Moody's Retains B2 CFR After Zuffa Acquisition
-------------------------------------------------------
Moody's says WME IMG, LLC's (WME IMG) B2 corporate family rating is
unchanged following the announcement that the parent company, WME
Entertainment Parent, LLC and a group of investors acquired a
controlling interest in mixed martial arts company, Zuffa, LLC.
While the terms, financing, and structure of the transaction have
not been made public, the acquisition is in line with Moody's
expectations when it affirmed the ratings on June 6, 2016,
following the launch of a $250 million add on term loan which was
later upsized to $300 million. Moody's will continue to review the
terms and structure of the transaction as they become available to
assess the impact on WME IMG and that they remain consistent with
initial expectations.
The $300 million add on term loan completed in June 2016, increased
leverage to 7.3x as of Q1 2016 pro-forma for the transaction and
$25 million in additional EBITDA expected from the acquired company
(including Moody's standard adjustments) which weakly positions the
company at the existing ratings. WME IMG has made several smaller
acquisitions over the past year and a half which are expected to
support EBITDA growth, enhance and diversify its service offerings
while increasing the amount of owned content by the company.
Moody's expects organic growth in the low to mid single digits over
the next twelve months in addition to growth from acquisitions that
should reduce leverage to 7x. However, leverage maintained above
7x after the next twelve months has the potential to lead to
negative rating pressure.
WME IMG, LLC. (WME IMG) is a diversified global company with
operations in client representation, event operations, distribution
of media, sponsorship and licensing rights, as well as marketing
and other services. William Morris Endeavor Entertainment, LLC.
bought IMG Worldwide Holdings, Inc. (IMG) in May 2014 for
approximately $2.4 billion dollars with equity financing from
Silver Lake Partners in the amount of $461 million. Reported
revenue as of the LTM ending March 31, 2016 is approximately $2.4
billion.
ZUFFA LLC: Moody's Puts Ba3 CFR on Review for Downgrade
-------------------------------------------------------
Moody's Investors Service placed Zuffa, LLC's Ba3 Corporate Family
Rating, Ba3 first lien credit facilities, and Ba3-PD Probability of
Default rating on review for downgrade. The review is prompted by
the announcement Zuffa has entered into a definitive agreement to
be acquired by a group of investors led by WME Entertainment
Parent, LLC (WME Parent).
Moody's expects the existing outstanding debt at Zuffa will be
repaid upon the closing of the transaction and the ratings for the
existing credit facility will be withdrawn upon repayment.
On Review for Downgrade:
Issuer: Zuffa, LLC
Corporate Family Rating, currently Ba3
Probability of Default Rating, currently Ba3-PD
Senior Secured revolving credit facility, currently Ba3 (LGD4)
Senior Secured term loan B due 2020, currently Ba3 (LGD4)
Outlook Actions:
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The rating action is based on our expectation for an increase in
Zuffa LLC's leverage following the close of the transaction to a
level above the range consistent with the existing Ba3 (CFR)
rating. The review process will focus on the level of debt issued
to fund the acquisition, interest coverage, revenue projections,
and potential cost savings. In addition, the review will focus on
the expected free cash flow and the financial policy of the company
going forward as well as any interrelationships with WME Parent's
subsidiary, WME IMG LLC (B2 CFR).
Zuffa, LLC d/b/a Ultimate Fighting Championship (UFC) is the
world's leading promoter of mixed martial arts (MMA) sports
competition events. MMA is an individual combat sport with
international appeal, which combines techniques from various combat
sports and martial arts, including boxing, karate, judo, jiu-jitsu,
kickboxing, and wresting and is governed by the "Unified Rules of
MMA". Revenues for 2015 were over $600 million.
Zuffa, LLC's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and tolerance
for risk. Moody's compared these attributes against other issuers
both within and outside Zuffa, LLC's core industry and believes
Zuffa, LLC's ratings are comparable to those of other issuers with
similar credit risk.
[^] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today at http://is.gd/hl7cni
Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.
Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978. The tables had turned an Americans were
worried. Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.
Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets; relative technological position; balance of
payments and economic policy in the U.S.?
To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market. He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.
Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy
at just the right time.
Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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