/raid1/www/Hosts/bankrupt/TCR_Public/160727.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 27, 2016, Vol. 20, No. 209
Headlines
1102 STACEY: Unsecureds to Get 10% Recovery Under Plan
AC I TOMS: Exclusive Solicitation Period Extended to Oct. 31
AFFINITY HEALTH CARE: 10 Residents Remaining at Alexandria Facility
AFFINITY HEALTHCARE: Hires Hertzmark Crean as Special Counsel
ALBERTSON'S HOLDINGS: S&P Affirms Then Withdraws 'B+' CCR
ALPHA NATURAL: Exits Chapter 11 Bankruptcy Protection
AMAYA INC: S&P Lowers Corp. Credit Rating to 'B+', Outlook Stable
ANTHONY TSIKOURIS: Unsecureds to Get Paid within 7 Years
ASP MSG: Moody's Assigns B2 CFR & Rates $525MM Facility B2
ATINUM MIDCON: Files for Ch. 11 With Plans for Sep. 22 Auction
AUGUSTO'S CUISINE: Unsecureds to Get 4.9% Recovery Under Plan
AUTO ACCEPTANCE: Selling 2007 Diplomat Recreational Vehicle
BAHA MAR: Granite Ventures Seeks Full Liquidation of Business
BALTAZAR NEGRON: 13% Distribution Expected for Unsecured Claims
BASIC ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative
BFN OPERATIONS: Hires Hall Estill as Special Counsel
BFN OPERATIONS: Hires Lillard Wise as Special Counsel
BFN OPERATIONS: Taps Hunton & Williams as Special Counsel
BIND THERAPEUTICS: Pfizer Emerges as Highest Bidder for Assets
BLUE EARTH: Exclusive Plan Filing Deadline Moved to Aug. 17
BOULEVARD ENTERTAINMENT: Taps Cooper Law Firm as Legal Counsel
CAESARS ENTERTAINMENT: Side Deal Hints at 2nd Lien Ups
CAMP-RIGBY ROOFING: Hires William Hughes as Accountant
CARNEGIE EMS: Exclusive Plan Filing Deadline Moved to Aug. 22
CERES INC: Reports $1.50-Mil. Net Loss in May 31 Quarter
CHARTER SCHOOL: Seeks to Hire Nardella as Legal Counsel
CHARTER SCHOOL: Seeks to Hire Vinnie Arora as Accountant
COMMUNITY VISION: Says Patient Care Ombudsman Unnecessary
CONTINENTAL BUILDING: S&P Revises Outlook & Affirms 'BB-' CCR
COVERIS HOLDINGS: Moody's Lowers Rating on Sr. Sec. Loans to B2
CPI CARD: S&P Lowers CCR to 'B+', Outlook Stable
CYRUSONE INC: S&P Puts 'B+' Ratings on CreditWatch Positive
DENTAL PLUS: Seeks to Hire John Coggin as Accountant
DIAMOND RESORTS: Moody's Assigns B2 CFR, Outlook Stable
DIAMOND RESORTS: S&P Lowers CCR to 'B', Off Watch Negative
DRAW ANOTHER CIRCLE: Lowenstein Sandler Representing Committee
EAGLE MATERIALS: Moody's Assigns Ba1 CFR, Outlook Stable
EDU-PRO MANAGEMENT: Seeks to Hire Vinnie Arora as Accountant
EDU-PRO MANAGEMENT: Taps Nardella as Legal Counsel
EFT HOLDINGS: Paritz & Co. Says Deficit Raises Going Concern Doubt
ELBARDI INTERNATIONAL PLAZA: Taps Correa as Legal Counsel
ENOR CORP: Exclusive Plan Filing Deadline Moved to Aug. 12
EQUINIX INC: S&P Puts 'BB' CCR on CreditWatch Positive
ESTATE FINANCIAL: Trustee Transfers Loan Claims to Investors
ETRADE FINANCIAL: Moody's Affirms Ba2 Rating on Preferred Shelf
FREEDOM COMMS: Exclusive Plan Filing Deadline Moved to Aug. 31
GAS-MART USA: Unsecureds to Get 0.62% Recovery Under Plan
GEO V HAMILTON: Exclusive Plan Filing Period Extended to Dec. 16
GREENWOOD HALL: Incurs $1.53-Mil. Net Loss in Q3 Ended May 31
HHH CHOICES: PCO's Concerns for HHSH Already Addressed
INTEVA PRODUCTS: S&P Assigns 'B' CCR, Outlook Stable
ITHACA ENERGY: Moody's Affirms B3 CFR & Changes Outlook to Stable
JUMIO INC: Estate, Shareholders Reach Deal in Bankruptcy Battle
KENAN ADVANTAGE: S&P Lowers CCR to 'B', Outlook Stable
KLEEN LAUNDRY: Case Summary & 20 Largest Unsecured Creditors
LIFE PARTNERS: Transparency Alliance Soliciting Plan Votes
LINCOLN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
LUCAS ENERGY: Discloses Auditor's Going Concern Opinion
LUKE'S INCORPORATED: Taps Cooper Law Firm as Legal Counsel
MACELLERIA RESTAURANT: Case Summary & 20 Top Unsecured Creditors
MIX 1 LIFE: Limited Cash and Revenues Raise Going Concern Doubts
MONAKER GROUP: Posts $1.13-Mil. Net Loss in Quarter Ended May 31
NEUROMETRIX INC: Reports $4.09-Mil. Net Loss in Q2 Ended June 30
NEW ENTERPRISE: Moody's Raises CFR to B3, Outlook Stable
NEW ENTERPRISE: S&P Assigns 'B-' Rating on $450MM 5-Yr. Term Loan
NORTH GATEWAY: Hires Nagy as Real Estate Appraiser
OUTERWALL INC: S&P Lowers Corporate Credit Rating to 'B+'
PARK OVERLOOK: Taps Adrienne Woods as Legal Counsel
PARK OVERLOOK: Taps Vernon Consulting as Financial Advisor
PAYSON OPERATING: Trustee Taps Traton to Oversee Operations
POST HOLDINGS: Moody's Assigns B3 Rating on Proposed $1.5BB Notes
POST HOLDINGS: S&P Assigns 'B' Rating on Proposed $1.5BB Sr. Notes
PRIMELINE UTILITY: Moody's Retains B3 CFR on $20MM Loan Add-On
PROLINE CONCRETE: Case Summary & 16 Unsecured Creditors
QBS HOLDING: Moody's Lowers CFR to B3 & Alters Outlook to Negative
QTS REALTY: S&P Puts 'B+' CCR on CreditWatch Positive
SARATOGA RESOURCES: Bankruptcy Court Approves Disclosure Statement
SHIRLEY & CHARLES BUAFO: Selling Naples Condo Unit for $2.05M
SIMPLY FASHION: Liquidating Trustee Hires CBIZ as Advisors
SIMPLY FASHION: Trustee Taps GrayRobinson as General Counsel
SPIRIT AIRLINES: Fitch Affirms 'BB+' Issuer Default Rating
SPORTS AUTHORITY: Unsecured Creditors Seek Quick End to Bankruptcy
ST. JAMES NURSING: Disclosure Statement Has Preliminary OK
SUNEDISON INC: Selling Australia Biz. for $8.7M to Flextronics
SUNEDISON INC: To Explore Options for Class B TerraForm Shares
T.E. BERTAGNOLLI: Manager Selling Carson Property to Buschs
TENNESSEE SEAFOOD: Taps Lefkovitz, Mathis as Legal Counsel
TERRA TECH: Incurs $4.14-Mil. Net Loss in March 31 Quarter
TESLA OFFSHORE: Chapter 15 Case Summary
TESLA OFFSHORE: Seeks U.S. Recognition of Canadian Proceeding
TJBC LLC: Selling Assets to All Access Capital for $465K
TK SERVICES: Unsecureds to Get Up to 3% Recovery Under Plan
TOTAL HOCKEY: Customers' Information Included in Sale
TRIANGLE USA: Gibson, Young Representing 6.5% Sr. Noteholders
TRIVIAL DEVLOPMENT: Word Expressions-Led Auction on Aug. 15
UNITED MOBILE: iTalk Clarifies Decision to File Ch.11 for Unit
WCA WASTE: S&P Affirms 'B+' CCR, Outlook Remains Stable
WEST 41 PROPERTY: Wants Plan Filing Deadline Moved to Nov. 21
WESTERN INDUSTRIAL: Taps Wells and Jarvis as Legal Counsel
XERIUM TECHNOLOGIES: Moody's Assigns B2 Rating on $475MM Notes
XERIUM TECHNOLOGIES: S&P Rates Proposed $475MM Notes 'B'
ZD LLC: Proposes $4-Mil. Private Sale of 630-Acre Property
[*] 23rd Annual Distressed Investing Conference - Nov. 28, 2016
[*] Craig Price Joins Milbank Tweed's Financial Restructuring Group
[*] P. Leake, L. Laukitis Join Skadden's NY Restructuring Practice
*********
1102 STACEY: Unsecureds to Get 10% Recovery Under Plan
------------------------------------------------------
1102 Stacey, Inc., filed a motion with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania for an order approving the
Debtor's combined plan of reorganization and disclosure statement.
The Debtor submits that pursuant to the agreed scheduling order
dated Dec. 18, 2015, and subsequent agreement with the U.S.
Trustee, the Debtor had until July 8, 2016, to file their Plan.
The Debtor has completed a draft of their Combined Plan of
Reorganization and Disclosure Statement, and now seeks a court
order approving the Combined Plan of Reorganization and Disclosure
Statement and the appointment of a disbursing agent.
Under the Plan, Unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan, has valued
at approximately 10.00% of their claim as follows: $197.57 per
month for 48 months. The total amount of the plan payments is
$9,483.30, while the total amount of unsecured claims of $94,833.
There will be a 10.00% return on each undisputed claim.
Class 3 - General Unsecured Claims are impaired and consist of
creditors who will be paid pro rata over a period of 48 months with
monthly payments of $197.57. Payments will start on Nov. 1, 2016,
and will end on Oct. 1, 2020, with estimated percent of claim paid
at 10%.
The Debtor will fund the plan with operating income pursuant to the
Cash Flow projections and Small Business Monthly Operating Reports
to the limit of net funds. The Debtor will manage the plan.
The Combined Plan of Reorganization and Disclosure Statement is
available for free at:
http://bankrupt.com/misc/paeb15-18515-71-1.pdf
The Plan and Disclosure Statement was filed by the Debtor's
counsel:
Eugene J. Malady, Esq.
Eugene J. Malady, LLC
211 N. Olive Street, Suite 1
Media, PA 19063
Fax: (610) 565-1201
E-mail: kjones@ejmcounselors.com
1102 Stacey, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Penn. Case No. 15-18515) on Nov. 27, 2015. Eugene J.
Malady, Esq., at Eugene J. Malady, LLC serves as the Debtor's
bankruptcy counsel.
AC I TOMS: Exclusive Solicitation Period Extended to Oct. 31
------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of AC I
Toms River LLC, the Debtor's exclusive right to solicit acceptances
of the Plan pursuant to Section 1121(c)(3) of the Bankruptcy Code
to and including Oct. 31, 2016.
On May 6, 2016, the Debtor asked the Court to extend its exclusive
right to file a plan of reorganization through and including Sept.
6, 2016, and, in the event that the Debtor files a plan of
reorganization on or prior to that date, extending the Debtor's
exclusive right to solicit acceptances of a Chapter 11 plan through
and including Nov. 3, 2016.
The Debtor has filed its plan of reorganization and a disclosure
statement for the Plan on June 30, 2016. The Debtor says it will
modify the Plan and Disclosure Statement consistent with its
representations and the Court's comments on the record of the July
7, 2016 hearing on the motion.
AC I Toms River LLC filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016. Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, PC, serves as the Debtor's bankruptcy counsel.
AFFINITY HEALTH CARE: 10 Residents Remaining at Alexandria Facility
-------------------------------------------------------------------
Nancy Shaffer, the Patient Care Ombudsman (PCO) appointed for
Affinity Health Care Management, Inc., has provided a third interim
report regarding the status of the wind-down of operations as it
relates to the residents of Alexandria Manor and their discharges
to other settings.
As of July 8, 2016, ten residents remain at the Alexandria Manor
skilled nursing facility. Five of those individuals are awaiting
completion of their Money Follows the Person transition plans for
discharge to a community setting. The time-frame anticipated for
these transitions is approximately two weeks from now. The other
five individuals are in pending status, either on a wait list to be
admitted to their chosen nursing home or continuing to make a
decision about a choice of discharge setting.
There are no other outstanding issues to report to the Court. The
Patient Care Ombudsman will continue to monitor to ensure safe
discharge plans are developed for each of the remaining Alexandria
Manor residents.
The PCO can be contacted at:
Nancy Shaffer
CT State Long Term Care Ombudsman
Department of Social Services
25 Sigourney Street
Tel: (860) 424-5238
E-mail: nancy.shaffer@ct.gov
About Affinity Health Care Management
Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company. They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
January 13, 2016. Hon. Julie A. Manning presides over the cases.
Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica
Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the
Debtors.
In its petition, Affinity Health Care Management estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The Debtors noted in a court filing that their total secured and
unsecured debt exceeding $16 million.
The Debtors' petitions were signed by Benjamin Fischman,
president.
A committee of unsecured creditors has been appointed and Neubert
Pepe & Monteith, P.C. has been retained as the committee's counsel.
AFFINITY HEALTHCARE: Hires Hertzmark Crean as Special Counsel
-------------------------------------------------------------
Affinity Healthcare Management, Inc., and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the District of
Connecticut to employ Hertzmark, Crean & Lahey, LLP as special
counsel.
HCL will perform services to collect amount owed to the Debtors by
its patients or its patient's representatives, including the
institution of lawsuits and prosecution of the matters through to
post judgment collection if necessary.
HCL's Karen Lahey will be paid 185 per hour. It is agreed that the
maximum rate that HCL may charge is as above the maximum
compensation, including reimbursement of expenses, that HCL will
receive during the course of the Debtors' cases, shall not exceed
$2,500 per month.
Karen Lahey of Hertzmark, Crean & Lahey, LLP, assured the Court
that the firm does not represent any interest adverse to the
Debtors and their estates.
HCL may be reached at:
Karen Lahey, Esq.
Hertzmark, Crean & Lahey, LLP
76 Center Street
Waterbury, CT 06722
Tel: 203-753-3374
Fax: 203-575-1364
About Affinity Healthcare Management, Inc.
Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company. They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
January 13, 2016. Hon. Julie A. Manning presides over the cases.
Elizabeth J. Austin, Esq., and Jessica Grossarth, Esq., at Pullman
& Comley, LLC, serve as counsel to the Debtors.
In its petition, Affinity Health Care Management estimated
$50,000 to $100,000 in assets and $500,000 to $1 million in
liabilities. The Debtors noted in a court filing that their total
secured and unsecured debt exceeding $16 million.
The Debtors' petitions were signed by Benjamin
Fischman,
president.
A official committee of unsecured creditors has retained
Neubert Pepe & Monteith, P.C., as its counsel.
ALBERTSON'S HOLDINGS: S&P Affirms Then Withdraws 'B+' CCR
---------------------------------------------------------
S&P Global Ratings affirmed and subsequently withdrew its ratings
on Albertson's Holdings LLC, including the 'B+' corporate credit
rating.
S&P affirmed its ratings on Albertsons Cos. LLC (ACL).
"Albertson's Holdings LLC was a subsidiary under AB Acquisition
LLC, the parent of ACL. To simplify the corporate structure and
create a single reporting entity in advance of any potential IPO,
should one occur, Albertson's Holdings LLC was merged with ACL. ACL
is the surviving entity," said credit analyst Diya Iyer.
The merger became effective Dec. 21, 2015. S&P is withdrawing its
ratings on the entity in light of its annual surveillance on the
company and following the closing of ACL's refinancing this year.
ALPHA NATURAL: Exits Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Alpha Natural Resources and its affiliates on July 26, 2016,
disclosed that the Company has successfully emerged from Chapter 11
bankruptcy protection. The reorganized company is a smaller,
privately held company operating 18 mines and eight preparation
plants in West Virginia and Kentucky.
David Stetson, who was appointed CEO of the reorganized company,
said, "By completing this restructuring, ANR emerges as a company
with a solid financial foundation and a strong team to continue to
mine and sell coal. We are now also better positioned to satisfy
ANR's environmental responsibilities. I am confident -- even
though coal markets continue to be challenged by both competitive
and regulatory pressures -- the company created by our Plan of
Reorganization will have the structure, resources, and talent to
successfully weather these challenges."
Mr. Stetson continued, "There are many people to thank. ANR could
not have successfully completed this process without the loyalty
and work of employees across our organization. During the
restructuring, we reached important agreements with key
stakeholders that will create a more sustainable business model
going forward, and we appreciate their support, which ensures our
ability to continue serving our customers and playing a positive
role in our communities."
Mr. Stetson is a veteran coal executive with broad experience in
the sector, including finance, mergers and acquisitions, corporate
governance, legal and reclamation. He most recently held
leadership positions with Trinity Coal, RAAM Global Energy and JW
Resources.
Alpha and its affiliates will have offices in Julian, West
Virginia, and Kingsport, Tennessee, supporting operations at 14
mining complexes in Central Appalachia.
About Alpha Natural Resources
Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com-- is a coal supplier, ranked second largest
among publicly traded U.S. coal producers as measured by 2014
consolidated revenues of $4.3 billion. As of August 2015, Alpha
had 8,000 full time employees across many different states, with
UMWA representing 1,000 of the employees.
Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896)
and its affiliates filed separate Chapter 11 bankruptcy petitions
on Aug. 3, 2015, listing $9.9 billion in total assets as of
June 30, 2015, and $7.3 billion in total liabilities as of June 30,
2015.
The petitions were signed by Richard H. Verheij, executive vice
president, general counsel and corporate secretary.
Judge Kevin R. Huennekens presides over the cases.
David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel. Tyler P.
Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and
Justin F. Paget, Esq., serve as the Debtors' local counsel.
Rothschild Group is the Debtors' financial advisor. Alvarez &
Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman
Carson Consultants, LLC, is the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 4 appointed seven creditors of Alpha
Natural Resources Inc. to serve on the official committee of
unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP;
and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M.
Terry, Jr., Esq. at Sands Anderson PC, represent the Committee.
* * *
Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it
has filed a proposed Chapter 11 Plan of Reorganization and a
related Disclosure Statement with the United States Bankruptcy
Court for the Eastern District of Virginia. Together with the
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis.
By selling certain assets as a going concern and restructuring the
company's remaining assets into a reorganized Alpha, the company is
able to provide maximum recovery to its creditors, while preserving
jobs and putting itself in the best position to meet its
reclamation obligations.
The Troubled Company Reporter, on July 14, 2016, citing
BankruptcyData.com reported that in a corporate release, Alpha
Natural Resources announced that, contingent upon the finalization
of certain definitive documentation and the entry of a formal U.S.
Bankruptcy Court confirmation order, the Court has indicated that
it will confirm the Company's Second Amended Joint Plan of
Reorganization.
AMAYA INC: S&P Lowers Corp. Credit Rating to 'B+', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Montreal-based online poker company Amaya Inc. to 'B+'
from 'BB-'. The outlook is stable.
At the same time, S&P Global Ratings lowered its issue-level
ratings on the company's first-lien senior secured debt to 'BB-'
from 'BB'; the recovery rating on the debt is unchanged at '2',
indicating substantial (70-90%; lower half of the range) recovery
in a default scenario. S&P Global Ratings also lowered its
issue-level rating on the company's second-lien debt to 'B' from
'B+';our '5' recovery rating on the debt is unchanged, indicating
modest (10%-30%; lower half of the range) recovery in default.
"The downgrade reflects our expectation that, although revenue is
growing, it has not done so as quickly as expected, so the
company's deleveraging has been slower than anticipated, resulting
in credit metrics below our rating threshold of 5x debt-to-EBITDA,"
said S&P Global Ratings credit analyst Andrew Ng.
The lower amount of revenue is due in part to slightly longer
timelines to bring new jurisdictions on line and in part on the
negative impact on revenue and cash flows arising from
strengthening of the U.S. dollar against the local currencies of
the company's customers. The strong U.S. dollar results in a lower
amount of credit that customers receive for game play relative to
their local currency, which ultimately reduces the amount of game
play. The stable outlook reflects S&P's view that the company will
maintain free operating cash flow (FOCF)-to-debt of approximately
10% along with adjusted debt-to-EBITDA at about 5x-6x in
2016-2017.
S&P's long-term corporate credit rating on Amaya reflects S&P's
assessment of its business risk profile as fair and financial risk
profile as aggressive.
S&P's fair business risk profile on Amaya reflects S&P's view of
the company's strong share of the growing online poker sector,
limited product diversity, and good profitability. S&P believes
that Amaya's solid position in several regulated markets supports
the industry-leading liquidity of its network, which is important
for attracting and retaining players. S&P expects that increasing
regulation of online gaming around the world could provide a
catalyst for expanding the company's poker platforms, albeit at an
unsteady pace and with unclear competitive and earnings
implications. S&P believes the re-entry into New Jersey is credit
positive with a boost in terms of geographic diversity as well as
providing support for EBITDA growth.
Offsetting Amaya's good geographic breadth, in S&P's view, is
narrow product diversity, exposing the company to changes in
consumer preferences for poker and gaming, or for broader
discretionary spending. However, S&P expects that the company will
slowly improve its narrow diversity as it undertakes a strategy to
broaden its product offering, specifically into online casinos and
sports betting.
The stable outlook on Amaya reflects S&P's view that the company's
leading position in the online poker market will support favorable
operating performance as Amaya seeks licenses in new jurisdictions
and its ability to cross-sell products to existing customers, which
S&P believes will lead to good FOCF generation. S&P expects the
company's FOCF to improve with adjusted debt-to-EBITDA at about the
5.0x-6.0x range over the next 12 months along with FOCF-to-debt of
approximately 10%.
S&P could lower the rating in the next 12 months if adjusted
debt-to-EBITDA increases above 7.0x along with FOCF-to-debt falling
below 10% on a sustained basis resulting from weaker earnings and
reduced FOCF generation. S&P could also lower rating on the
company if there is a significant litigation charge imposed on the
company leading to higher leverage.
S&P could raise the rating in the next 12 months if adjusted
debt-to-EBITDA falls below 5.0x and FOCF-to-debt improves above
12.5% on a sustained basis, which would result from stronger FOCF
generation reflecting entry into newer jurisdictions and
better-than-expected deleveraging.
ANTHONY TSIKOURIS: Unsecureds to Get Paid within 7 Years
--------------------------------------------------------
Anthony Tsikouris filed a Disclosure Statement in connection with
his Plan of Reorganization.
Class 4 - Unsecured Non-priority Claims consist of all unsecured
claims and any deficiency claims of secured in which the secured
creditor has filed a claim for the deficiency after liquidation of
the collateral. Class 4 will be paid as follows: Unsecured
Non-priority, Non-Insider Allowed Claims including those claims
arising from the rejection of executory contracts, and undersecured
claims. The Debtor will pay a total of $5,000 to this class. The
Debtor will pay the sum of $5,000 pro rata to allowed unsecured
creditors within seven-year from the Confirmation Date of the Plan.
At the Debtor's discretion, partial quarterly payments may be
made. Claims in this class won't receive interest. The first
payment will be made by the five-year anniversary of the
Confirmation Date.
The Disclosure Statement is available at:
http://bankrupt.com/misc/innb15-20208-203.pdf
The Disclosure Statement was filed by the Debtor's counsel:
Lori D. Pisher, Esq.
8927 Broadway
Merrillville, IN 46410
Tel: (219) 769-0783
E-mail: ldf_law@att.net
Anthony Tsikouris is an individual who is currently employed by
Tack Building LLC. He is an employee of the business and is paid
approximately $6,000 a month gross. Mr. Tsikouris has no and never
has had an interest in the business. The business is owned by
entirely by his wife since it was established. Additionally, Mr.
Tsikouris owns commercial real estate located at 3300 80th Place,
Hobart, Indiana, with his spouse, which leases 3 units that
generate net monthly income to Mr. Tsikouris of $1,800.00.
The Debtor filed for Chapter 13 protection (Bankr. N. Ind. Case No.
15-20208). The Debtor originally filed a Chapter 13 Plan with his
spouse. The Debtor later voluntarily sever his case from his
wife's so that she could remain in Chapter 13. He filed a motion
to convert to a Chapter 11, which was granted March 10, 2016.
ASP MSG: Moody's Assigns B2 CFR & Rates $525MM Facility B2
----------------------------------------------------------
Moody's Investors Service assigned ASP MSG Acquisition Co., Inc.
(dba Milk Specialties Company) a Corporate Family Rating and
Probability of Default Rating (PDR) of B2 and B2-PD, respectively.
At the same time, Moody's assigned the company's newly proposed
$525 million first lien credit facility a B2 rating. The proposed
facility consists of a $50 million 5-year revolving credit facility
and $475 million 7-year term loan. The rating outlook is stable.
Moody's expects the borrowing entity ASP MSG Acquisition Co., Inc.
to assign its obligations to Milk Specialties Company upon
consummation of the acquisition.
Milk Specialties signed a definitive agreement in July 2016 to be
acquired by American Securities (Sponsor) for approximately $830
million. Proceeds from the proposed transaction together with a
management rollover investment of its equity and new equity
provided by the Sponsor will be used to fund the acquisition and
pay roughly $32 million to fund an estimated original issue
discount (OID) and fees and expenses associated with the
transaction. Ratings for the currently rated entity, Milk
Specialties Company (Old), will be withdrawn upon the close of this
transaction.
According to Moody's AVP -- Analyst Brian Silver, "The levering up
of Milk Specialties' balance sheet as a result of the LBO of the
company materially weakens its credit metrics, but the B2 rating
acknowledges the company's solid position in the niche whey
processing industry, as well as the expectation the company will
deleverage with free cash flow over the next few years."
These ratings at ASP MSG Acquisition Co., Inc. have been assigned
subject to final documentation (the borrowing entity will assign
its obligations to Milk Specialties Company (New) upon the close of
this transaction):
Corporate Family Rating (CFR) of B2;
Probability of Default Rating (PDR) of B2-PD;
B2 (LGD4) for a newly proposed $50 million senior secured first
lien revolving credit facility due 2021; and
B2 (LGD4) for a newly proposed $475 million senior secured first
lien term loan due 2023.
The outlook is stable.
These ratings at Milk Specialties Company (Old) will be withdrawn
upon the close of this transaction (subject to final
documentation):
Corporate Family Rating (CFR) of B2;
Probability of Default Rating (PDR) of B3-PD;
B2 (LGD3) for $32 million senior secured first lien revolving
credit facility due 2017; and
B2 (LGD3) for $250 million original principal senior secured
first lien term loan due 2018.
The stable outlook will be removed at this entity.
RATINGS RATIONALE
The B2 CFR primarily reflects Milk Specialties' small scale and
narrow product focus within the niche human and animal nutrition
segments, elevated leverage profile, exposure to potential
volatility in raw material pricing, and private equity ownership.
The rating benefits from the company's strong position as an
independent processor of whey protein in the US, a number of
barriers to entry, synergies between the company's businesses, good
customer diversification, and a healthy source of raw material via
a network of independent whey stream suppliers. The company's
top-line has been under pressure as a result of lower market prices
for its products driven by easing input costs, but costs have
declined more quickly benefitting margins. Over the last few years
the company has invested heavily in its plants to expand capacity,
which is a key driver helping to grow profitability. Moody's
expects margins to improve but remain variable over time, but to a
lesser degree than historical fluctuations based on a number of
management driven initiatives, most notably from hedging and
contractual changes with suppliers. The company continues to
benefit from growing demand for its products and we expect this
trend to continue. Liquidity is expected to be good over the next
12 months supported by positive free cash flow generation and
revolver availability.
The stable outlook reflects Moody's expectation that the company
will offset top-line pressure via margin and capacity driven
expansion.
The ratings could be upgraded if the company improves operating
performance such that leverage is sustained below 3.0 times for
several quarters. Also, the company would need to maintain EBITDA
margins in excess of 12% while increasing its size and maintaining
at least a good liquidity profile while committing to a
conservative financial policy. Alternatively, the ratings could be
downgraded if liquidity deteriorates, if there is a period of
prolonged negative free cash flow generation or if leverage climbs
above 5.0 times.
The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in May 2013.
Milk Specialties is a leading independent manufacturer of whey and
specialty dairy protein ingredients for the sports nutrition,
health and wellness, infant formula, food manufacturing and animal
nutrition end markets. Milk Specialties is in the process of being
acquired by middle market private equity firm American Securities
for approximately $830 million. Revenues for the twelve months
ending June 25, 2016, (FY16) were approximately $617 million.
ATINUM MIDCON: Files for Ch. 11 With Plans for Sep. 22 Auction
--------------------------------------------------------------
After unsuccessful efforts to secure refinancing or equity
investment, Atinum MidCon I, LLC, filed a voluntary petition under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of Texas with an agreement with its
prepetition first lien lenders to conduct a sale and auction
process. The Chapter 11 case was filed on June 22, 2016, and is
assigned to Judge Marvin Isgur.
Atinum owns minority, non-operated, working interests in
approximately 1600 oil and gas wells in Oklahoma and Kansas that
are primarily operated by SandRidge Exploration and Production,
LLC. SandRidge filed for bankruptcy protection on May 16, 2016.
As disclosed in the bankruptcy filing, the Debtor has defaulted on
payment of over $365 million in secured bank debt, allegedly owes
SandRidge approximately $42 for unpaid joint interest billings
under a joint operating agreement, and cannot pay its management
company to manage its assets.
"The dramatic decline in oil and gas prices and sustained depressed
state of the energy industry has put a significant strain on the
Debtor's revenues and liquidity," said Timothy A. Davidson II,
Esq., at Andrews Kurth LLP, one of the Debtor's attorneys. "The
Debtor's revenue from oil and gas sales decreased $75,979,890
during 2015 to $100,020,748, a 43.17% decrease compared to 2014,"
he added.
With the precipitous drop in oil and gas prices significantly
reducing the Debtor's revenues, the Debtor said it is no longer
able to service its debt obligations and meet operational and
management expenses.
On May 16, 2016, Wells Fargo Bank N.A., as administrative agent
under a first lien credit agreement, filed a complaint for money
judgment, foreclosure, and appointment of receiver in the U.S.
District Court for the Western District of Oklahoma against the
Debtor. After the commencement of the Receivership Action, the
Debtor and its Lenders began discussing and negotiating options for
a potential restructuring. These discussions ultimately resulted
in an agreement between the Debtor and the Lenders that the Debtor
would file a Chapter 11 bankruptcy petition and sell substantially
all of its assets pursuant to certain agreed bidding procedures.
"[T]he Bidding Procedures will allow the Debtor to conduct an
Auction in a fair and open fashion that will encourage
participation by financially capable bidders that have the ability
to close on the Sale. This process is designed to generate a
higher sale price than would otherwise be obtained through a
chapter 7 liquidation or foreclosure under applicable state law,
which are apparently the Debtor's only other alternatives to the
relief it seeks in this Case," Mr. Davidson maintained.
The Debtor retained PLS, Inc., subject to Bankruptcy Court
approval, as its sales agent to begin organizing and packaging data
relating to the Debtor's assets and to formulate and execute a plan
for the solicitation of potential buyers and, ultimately, the Sale
of the Assets. PLS's marketing and sale efforts are ongoing.
Any potential bidder interested in acquiring the Debtor's assets
must submit a bid prior to Sept. 19, 2016, at 4:00 p.m. (Houston
Time). If two or more qualified bids have been submitted for the
assets in accordance with the Bidding Procedures, the Debtor is
authorized to conduct an auction on Sept. 22, 2016, at 10:00 a.m.
(Houston Time) with respect to such Qualified Bids in order to
determine the highest and best Bid to submit for approval by the
Court.
Although there is no stalking horse bidder, the Debtor has prepared
a form Purchase and Sale Agreement pursuant to which a purchaser
would acquire the Assets. The Debtor has determined that
distributing the Form PSA to interested parties provides the best
available platform for conducting the Sale and Auction.
AUGUSTO'S CUISINE: Unsecureds to Get 4.9% Recovery Under Plan
-------------------------------------------------------------
Augusto's Cuisine Corporation filed its First Amended Disclosure
Statement dated July 8, 2016.
General unsecured creditors are classified in Class 3, and will
receive a distribution of 4.9% of their allowed claims, to be
distributed in 60 monthly payments after the Effective Date of the
Plan.
Payments will start on Oct. 15, 2016, and will end on Sept. 15,
2021.
Payments and distributions under the Plan will be funded by the
on-going operations of the Debtor, the new value provided by Ariel
Rodriguez and the capital contribution of $45,000 by Mr.
Rodriguez.
A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/prb15-09390-115.pdf
The First Amended Disclosure Statement was filed by the Debtor's
counsel:
Alexis Fuentes Hernandez, Esq.
FUENTES LAW OFFICES, LLC
P.O. Box 9022726
San Juan, PR 00902-2726
Tel: (787) 722-5215, 5216
Fax: (787) 722-5206
E-mail: alex@fuentes-law.com
Augusto's Cuisine Corporation filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-09390) on Nov. 25, 2015.
Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, serves
as the Debtor's counsel.
AUTO ACCEPTANCE: Selling 2007 Diplomat Recreational Vehicle
-----------------------------------------------------------
Auto Acceptance Center Corp. asks the U.S. Bankruptcy Court for the
District of Kansas to authorize the sale of 2007 Diplomat
recreational vehicle at private sale.
The Debtor wishes to advertise the recreational vehicle for sale in
excess of the secured claim against it by Capital City Auto. The
current estimated balance on the vehicle is $84,000. The Debtor
would offer it at a competitive price that would meet or exceed
this claim. Any excess funds earned would be used to resolve
estate obligations to other creditors.
The Debtor requests immediate authority through shortened notice as
the approaching winter months will make a sale difficult if the
matter is delayed by a full notice period and hearings. The best
option for sale of the recreational vehicle would be during the
coming months of August and September, as thereafter it will become
more difficult to sell the same at an advantages price.
The current estimated value of the vehicle is in excess of
$90,000.
Attorneys for the Debtor:
Todd A. Luckman
Lee W. Hendricks
Tom R. Barnes II
STUMBO HANSON, LLP
2887 S.W. MacVicar Ave.
Topeka, KS 66611
Phone: 785-267-3410
Facsimile: 785-267-9516
E-mail: todd@stumbolaw.com
lee@stumbolaw.com
tom@stumbolaw.com
Auto Acceptance Center Corp. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 16-40561) on May 31,
2016.
BAHA MAR: Granite Ventures Seeks Full Liquidation of Business
-------------------------------------------------------------
In an effort to protect the interests of hundreds of unsecured
creditors, Granite Ventures Ltd, an unsecured creditor of Baha Mar,
has filed a summons with the Supreme Court of The Bahamas as a step
toward moving the provisional liquidation of the Baha Mar Ltd to a
full liquidation. The provisional liquidation has been
inappropriately prolonged and has failed to provide either any
standing or transparency for Baha Mar's unsecured creditors. For
more than a year, the best interests of this sizable group have not
been served by the Bahamian government's ill-conceived placement of
Baha Mar into provisional liquidation under which unsecured
creditors, including many Bahamians, have received no information
about any progress towards resolving their debts, while the
movement from provisional liquidation to liquidation is
continuously postponed without reason.
Granite said, "It is abundantly clear that the provisional
liquidation process has failed to serve the best interests of
unsecured creditors but only protected the economic interests of
the Export-Import Bank of China ("CEXIM") and, by association,
China State Construction Engineering Corporation ("CSCEC") and its
subsidiary CCA, the general contractor who failed to meet its own
deadlines to complete Baha Mar and forced Baha Mar into a
bankruptcy filing in June 2015. Since that time, The Government of
The Bahamas, acting in concert with these Chinese entities as it
courts economic benefits from China, first pushed Baha Mar into the
provisional liquidation process and subsequently has resisted
alternative approaches that would have placed Baha Mar on sound
financial footing. The result is that all parties who have had an
economic interest in Baha Mar have been subject to the
all-too-secret agenda of CEXIM and CSCEC, the only parties to
seemingly have protection under Baha Mar's provisional
liquidation.
"Precious time has been wasted and the asset of Baha Mar can only
have dissipated, a captive of the provisional liquidation and the
machinations of CEXIM. By moving Baha Mar to full liquidation
status, Granite seeks to ensure that unsecured creditors will
finally have a fully court-appointed independent party, namely a
liquidator, who will be able to secure fairness through their
statutory powers by acting as a check on the bank appointed
Receivers. In the inordinately long provisional liquidation -- a
time period well beyond what provisional liquidations are meant to
cover -- unsecured creditors, including hundreds of Bahamian
companies, remain unpaid and with no visibility into either the
likelihood or the timing of any repayment of debts owed.
"The provisional liquidation of Baha Mar involved the joint
provisional liquidators named by the Government. Yet time and
again, these joint provisional liquidators have demonstrated a
complete ineffectiveness and indifference to the interests of
unsecured creditors. They have failed to investigate potentially
valuable assets in the estate of Baha Mar, including legal claims
against CCA, CSCEC (Bahamas), CSCEC and CEXIM. Conversely, and
disturbingly, the CEXIM appointed receiver-managers have professed
their lack of interest in Baha Mar's unsecured creditors, having
laid out in plain terms that they "owe no duties to unsecured
creditors and therefore they cannot be obligated to answer for the
manner in which they seek to manage the property."
"The joint provisional liquidators have been given little authority
and no funding, resigning them to figurehead positions rather than
enabling the best resolution of the current situation. Under the
Granite filing, we are proposing the appointment of permanent
liquidators, who would have a seat at the table to ensure that the
value of the Baha Mar assets is maximized. It is critical that
such professionals be in place. The government has made clear that
it cannot insert itself meaningfully into any sales process. There
needs to be more interests served than those of just CEXIM and
CSCEC in any sales transaction or disposition of Baha Mar assets
given the sizeable obligations owed to unsecured creditors.
Liquidation, as proposed by the Granite motion, is the proper next
action to resolve the Baha Mar situation fairly and properly."
The next date for the hearing for the provisional liquidation of
Baha Mar is listed for September 30th, 2016, at which this petition
should be heard. The hearing to consider Baha Mar's full
liquidation was originally scheduled for November 2, 2015.
About Baha Mar
Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar
Enterprises Ltd., and their affiliates sought protection under
Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del.,
Case No. 15-11402). Baha Mar owns, and is in the final stages of
developing, a 3.3 million square foot resort complex located in
Cable Beach, Nassau, The Bahamas.
The bankruptcy cases are assigned to Judge Kevin J. Carey. The
Debtors are represented by Paul S. Aronzon, Esq., and Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz,
Esq.,and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York. The Debtors' Delaware counsel are Laura
Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq.,
and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton
Sweeting O'Brien. The Debtors' special litigation counsel is Kobre
& Kim LLP. The Debtors' construction counsel is Glaser Weil Fink
Howard Avchen & Shapiro LLP.
The Debtors' investment banker and financial advisor is Moelis
Company LLC. The Debtors' claims and noticing agent is Prime Clerk
LLC.
BALTAZAR NEGRON: 13% Distribution Expected for Unsecured Claims
---------------------------------------------------------------
Baltazar Negron Soto filed with the U.S. Bankruptcy Court for the
District of Puerto Rico an Amended Disclosure Statement for Plan of
Reorganization dated July 8, 2016, which anticipates that Class 2 -
General Unsecured Claims get a 13% distribution for a total
distribution of $4,500.
Allowed Class 2 Claims are expected to total $34,627.81. These
claims will be paid via monthly payments in the amount of $187.50;
commencing on the first day of the 37th month following the
Effective Date of the Plan and continue through the last day of the
60th month following the Effective Date of the Plan. Payments will
be based on principal only, without any payment of interest.
The Plan establishes that the Plan will be funded from the
Reorganized Debtor's cash flow generated by the Debtor. It
generally consists of the rental income generated by the Commercial
Property or investment real property located at Calle 601 Bloque
222 Casa 15 Villa Carolina, Carolina, Puerto Rico; the income
generated by the Debtor's employment; and the income generated by
Debtor's employment as a preacher. The Debtor will contribute his
cash flows to fund the Plan commencing on the Effective Date of the
Plan and continue to contribute said income through the date that
Holders of Allowed Class 1 and 2 Claims receive the payments
specified for in the Plan.
Funds will be distributed on a pro rata basis on the Priority Tax
Claims. Only one creditor is expected to receive distributions
pursuant to Classes 1 or 2.
The Disclosure Statement was filed by the Debtor's counsel:
http://bankrupt.com/misc/prb14-08847-150.pdf
The counsel may be reached at:
Jesus Enrique Batista-Sanchez, Esq.
The Batista Law Group, PSC
Cond. Mid-Town Center
420 Avenue Juan Ponce De Leon, Suite 901
San Juan, PR 00918
Tel: (787) 620-2856
Baltazar Negron Soto owns two significant business assets. The
Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. P.R.
Case No. 14-08847) in 2014.
The Debtor owns a 100% interest in the shares of Funeraria
Ebenezer. Funeraria, which is managed and operated by the Debtor,
is a corporation dedicated to funeral services. Funeraria does not
own any real property. The Debtor also owns an investment real
property located at Calle 601 Bloque 222 Casa 15 Villa Carolina,
Carolina, Puerto Rico. Additionally, the Debtor also owns the real
property located at Bloque 142 Calle 412 No. 13 Villa Carolina,
Carolina, PR, which is Debtor's Primary Residence. The Primary
Residence is owned by the Debtor free and clear of any liens and
encumbrances.
BASIC ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based oilfield services company Basic Energy Services Inc. to
'CCC-' from 'CCC+'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on Basic's
senior secured debt to 'CCC+' from 'B'. The recovery rating
remains '1', indicating S&P's expectation of very high (90%-100%)
recovery in the event of a payment default. S&P is also lowering
its issue-level rating on the company's senior unsecured debt to
'CCC-' from 'CCC+'. The recovery rating on this debt remains '4',
indicating average (lower half of the 30%-50% range) recovery in
the event of a payment default.
"The downgrade follows the announcement by the company that it has
engaged financial and legal advisors to explore strategic
alternatives for its capital structure, and is currently
negotiating with its creditors," said S&P Global Ratings analyst
Christine Besset.
S&P believes this increases the likelihood the company could engage
in a distressed exchange, where holders of the company's unsecured
debt would receive less than the originally promised value. Such
an exchange would help alleviate the high debt burden on the
company, when it was capitalized during a period of much higher
crude oil price expectations.
The negative outlook on Basic Energy Services Inc. reflects the
likelihood the company could engage in a distressed exchange within
the next six months, or could elect to miss an interest payment,
including the upcoming coupon payment on one of its senior
unsecured notes due Aug. 15, 2016.
S&P could consider raising the rating if it expects the company to
be able to pay all debt obligations in full and on time.
BFN OPERATIONS: Hires Hall Estill as Special Counsel
----------------------------------------------------
BFN Operations LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special counsel
as of the June 17, 2016 petition date.
Hall Estill was originally engaged by BFN Operations and BFN
Properties to provide legal services and advice in connection with
the following:
(a) serving as counsel for BFN since March 2014 in litigation
commenced in Cherokee County, Oklahoma related to BFN's
action to enforce restrictive covenants not-to-compete
against the entity that earlier sold its goodwill and
assets to the Debtors pursuant to an asset purchase
agreement, which judgment in the Debtor's favor is
currently on appeal with the Oklahoma Supreme Court and
also inclusive of Hall Estill's retention by BFN;
(b) serving as counsel for BFN since April 2014 in litigation
commenced in Wagoner County, Oklahoma, related to an
account receivable owed by Sanders Nursery & Distribution
Center, Inc. to BFN, which judgment in favor of BFN is
currently on appeal with the Oklahoma Supreme Court and is
also inclusive of Hall Estill's retention by BFN;
(c) serving as counsel for BFN since January 2016 in the
chapter 11 bankruptcy case of Sanders that is currently
pending in the United States Bankruptcy Court for the
Eastern District of Oklahoma.
BFN has requested and engaged Hall Estill to continue representing
BFN in the Litigation Matters during the Chapter 11 Cases subject
to the approval of this Court.
Hall Estill will be paid at an hourly rate of:
James M. Reed, Director $495
Steven W. Soule, Shareholder $410
John T. Richer, Shareholder $305
Dustin L. Perry, Associate $220
Zach Brewer Legal, Assistant $185
Hall Estill will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John T. Richer, shareholder of Hall Estill, 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.
Hall Estill can be reached at:
John T. Richer, Esq.
HALL, ESTILL, HARDWICK,
GABLE, GOLDEN & NELSON, P.C.
320 S. Boston Avenue, Suite 200
Tulsa, OK 74103
Tel: (918) 594-0612
Fax: (918) 594-0505
E-mail: jricher@hallestill.com
About BFN Operations
BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.
Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers. Zelenka was founded in 1993
under the name The Berry Family of Nurseries. Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee. With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.
The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.
Judge Barbara J. Houser is assigned to the cases.
The Office of the U.S. Trustee appointed five creditors to serve on
the official committee of unsecured creditors.
BFN OPERATIONS: Hires Lillard Wise as Special Counsel
-----------------------------------------------------
BFN Operations LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Lillard Wise Szygenda PLLC as special counsel as of the June 17,
2016 petition date.
Lillard Wise was originally engaged by the Debtors in March 2014 to
provide legal services and advice in representing the Debtors in
connection with certain disputes with Burl and Bob Berry and their
wholesale-nursery businesses, Berry and Berry Acquisitions, LLC dba
Park Hill Nursery, and retail nursery business, Sanders Nursery and
Distribution Center, Inc.
As a result, Lillard Wise has been lead counsel in three lawsuits
arising out of those disputes: (a) Case No. CJ-2014-0108, BFN
Operations, LLC dba The Berry Family of Nurseries vs. Sanders
Nursery & Distribution Center, Inc., initiated in the District
Court for Wagoner County, Oklahoma, which is currently on appeal in
the Tulsa Division of Oklahoma Court of Appeals; Case No.
CV-2014-29, Berry and Berry Acquisitions, L.L.C. dba Park Hill
Nursery, Burl R. Berry, and Bob R. Berry vs. BFN Properties LLC and
BFN Operations LLC, initiated in the District Court for Cherokee
County, Oklahoma , which currently is on appeal in the Oklahoma
Supreme Court; and (c) Case No. CJ-2015-144, BFN Operations LLC vs.
Berry and Berry Acquisitions, L.L.C., dba Park Hill Nursery, Burl
R. Berry, and Bob R. Berry, initiated in the District Court for
Cherokee County, Oklahoma, which currently is stayed pending the
Park Hill case’s resolution by the Oklahoma Supreme Court.
BFN has requested and engaged Lillard Wise to continue representing
BFN in the Lawsuits during the Chapter 11 Cases subject to the
approval of this Court.
Lillard Wise will be paid at an hourly rate of:
Robert K. Wise, Member $395
Thomas F. Lillard, Member $395
Emily Diebitsch, Paralegal $145
Lillard Wise will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As of the Petition Date, the Debtors owed Lillard Wise
approximately $3,672.47 for legal services rendered to the Debtors
prior to the Petition Date which remain unpaid. Lillard Wise does
not hold a retainer in connection with its representation of the
Debtors.
Robert K. Wise, member of Lillard Wise, 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.
Lillard Wise can be reached at:
Robert K. Wise, Esq.
LILLARD WISE SZYGENDA PLLC
13760 Noel Road, Suite 1150
Dallas, TX 75240
Tel: (214) 739-2000
About BFN Operations
BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.
Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers. Zelenka was founded in 1993
under the name The Berry Family of Nurseries. Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee. With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.
The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.
Judge Barbara J. Houser is assigned to the cases.
The Office of the U.S. Trustee appointed five creditors to serve on
the official committee of unsecured creditors.
BFN OPERATIONS: Taps Hunton & Williams as Special Counsel
---------------------------------------------------------
BFN Operations LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Hunton & Williams LLP as special counsel as of the June 17, 2016
petition date.
Hunton & Williams was originally engaged by the Debtors in January
2011 to provide legal services and advice in representing the
Debtors in connection with financing, real estate and general
corporate matters. The Debtors seek to retain Hunton & Williams to
continue providing such services as the need arises in these
Chapter 11 Cases, including, without limitation, representing the
Debtors in connection with their debtor-in-possession facility
("DIP Facility").
Hunton & Williams will be paid at an hourly rate of:
Kimberly C. MacLeod, Partner $635
Hillary P. Patterson, Counsel $480
Hunton & Williams will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Andrew W. Lawrence, partner of Hunton & Williams, 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.
Hunton & Williams can be reached at:
Andrew W. Lawrence, Esq.
HUNTON & WILLIAMS LLP
Fountain Place
1445 Ross Avenue, Ste 3700
Dallas, TX 75202
Tel: (214) 979-3052
Fax: (214) 979-3930
About BFN Operations
BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.
Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers. Zelenka was founded in 1993
under the name The Berry Family of Nurseries. Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee. With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.
The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.
Judge Barbara J. Houser is assigned to the cases.
The Office of the U.S. Trustee appointed five creditors to serve on
the official committee of unsecured creditors.
BIND THERAPEUTICS: Pfizer Emerges as Highest Bidder for Assets
--------------------------------------------------------------
BIND Therapeutics, Inc., a biotechnology company developing
targeted and programmable therapeutics called ACCURINS(R), on July
26, 2016, disclosed that Pfizer Inc. prevailed at an 11 U.S.C. Sec.
363 auction to purchase substantially all of BIND's assets. The
winning bid of $40 million, subject to U.S. Bankruptcy Court
approval for which a hearing is scheduled to take place on July 27,
2016, was selected as the highest and best bid. NanoCarrier Co.,
Ltd. has been selected as the back-up bidder. The Company plans to
disclose additional terms of its agreement with Pfizer upon Court
approval.
BIND initiated voluntary Chapter 11 bankruptcy protection on May 1,
2016 and conducted a sale of assets, pursuant to Section 363 of the
Bankruptcy Code, during an auction held on July 25 and 26, 2016.
About BIND Therapeutics
BIND Therapeutics is a biotechnology company developing novel
targeted therapeutics, primarily for the treatment of cancer. BIND
Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND
Biosciences Security Corporation filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May
1, 2016.
Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E.
Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight,
Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger,
P.A., serve as Chapter 11 counsel.
The Debtors' financial advisor is Cowen and Company, LLC. Prime
Clerk LLC serves as claims and noticing agent. In its petition,
the Debtors estimated $10 million to $50 million in both assets and
liabilities.
The petitions were signed by Andrew Hircsh, president and chief
executive officer.
BLUE EARTH: Exclusive Plan Filing Deadline Moved to Aug. 17
-----------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California has extended, at the behest of Blue
Earth, Inc., et al., the exclusive right to file a plan through and
including the earlier of the effective date of the Debtors' plan or
Aug. 17, 2016, and the exclusive right to solicit acceptances from
creditors for their plan through and including the earlier of the
effective date of the Debtors' plan or Oct. 17, 2016.
As reported by The Troubled Company Reporter, the Debtors asked the
Court to extend the time periods during which the Debtors have the
exclusive right to file a plan for 90 days through Oct. 17, 2016,
and to solicit acceptances of the plan through Dec. 16, 2016. The
Debtors and the Committee after heavy negotiation agreed to the
terms of the Plan. Absent unforeseen circumstances, the Debtors
expect the Plan to be confirmed. Nevertheless, the Debtors must
preserve their exclusive right to file a plan and solicit
acceptance in the unlikely event the Plan is not confirmed.
About Blue Earth
Blue Earth, Inc., and its subsidiaries are comprehensive providers
of alternative/renewable energy solutions for small and
medium-sized commercial and industrial facilities. Blue Earth
builds, manages, owns and operates independent power generation and
management systems geared towards helping commercial and industrial
building owners save energy and money, and reduce their carbon
footprint.
Blue Earth, Inc., and Blue Earth Tech, Inc., filed Chapter 11
bankruptcy petitions (Bankr. N.D. Calif., Case Nos. 16-30296 and
16-30297) on March 21, 2016. The petitions were signed by Robert
G. Powell as CEO. The Debtors' other subsidiaries are not included
in the filing.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors'
counsel.
Eos Capital Advisors LLC and Ice Glen Associates, LLC act as
valuators of the Debtors' assets. Kurtzman Carson Consultants LLC
represents the Debtors as claims and noticing agent.
A 2-member panel has been appointed to serve as the Official
Committee of Unsecured Creditors in the case.
Judge Dennis Montali has been assigned the cases.
BOULEVARD ENTERTAINMENT: Taps Cooper Law Firm as Legal Counsel
--------------------------------------------------------------
Boulevard Entertainment Greenville, LLC seeks approval from the
U.S. Bankruptcy Court for the District of South Carolina to hire a
legal counsel in connection with its Chapter 11 case.
The Debtor proposes to hire The Cooper Law Firm to give legal
advice with respect to its powers and duties, prepare a plan of
reorganization, and provide other legal services.
Robert Cooper, Esq., the attorney designated to represent the
Debtor, will be paid $295 per hour for his services while his
associate lawyer will be paid $195 per hour. Meanwhile, the rate
for the firm's paralegals is $95 per hour.
In a court filing, Mr. Cooper disclosed that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert H. Cooper, Esq.
The Cooper Law Firm
150 Milestone Way, Suite B
Greenville, SC 29615
Phone: (864) 271-9911
Fax: (864) 232-5236
Email: thecooperlawfirm@thecooperlawfirm.com
About Boulevard Entertainment
Boulevard Entertainment Greenville, LLC protection under Chapter 11
of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-03313) on July 1,
2016.
CAESARS ENTERTAINMENT: Side Deal Hints at 2nd Lien Ups
------------------------------------------------------
John E. Morris, writing for Bloomberg Brief, reported that a
little-noted side agreement in the bankruptcy of Caesars
Entertainment Operating Co. makes it clearer who would have to give
up equity to win over holdout second-lien noteholders, and what the
upside could be for those creditors, according to Bloomberg
Intelligence senior credit analyst Philip Brendel.
If the second liens were able to get an additional 7 percent of the
reorganized company that would lift their recovery by about 8
cents, he calculated -- about a 20 percent gain, according to the
report.
The report related that a July 9 deal between the debtor's parent
Caesars Entertainment Corp. and another publicly traded entity,
Caesars Acquisition Corp. will give shareholders of CAC 23.7
percent of the equity of the reorganized casino operator after
dilution. The second-lien holders have held out for more than the
27.1 percent of the new Caesars so far offered them, the report
said.
Any top-up would likely have to come out of the 23.6 percent now
allocated to the parent CEC's shareholders, including its private
equity backers, Apollo Global Management and TPG Capital, the
report further related, citing to Brendel. That's because the
other 76.4 percent of the new equity has now been promised to CAC,
the second-liens and other creditors, the report added.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended
and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.
* * *
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the adequacy of the disclosure statement explaining the
second amended joint Chapter 11 plan of reorganization of Caesars
Entertainment Operating Company Inc. and its debtor-affiliates.
The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central
Time)
as last day for any holder of a claim entitle to vote to accept or
reject the Debtors' plan.
A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing
Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen
United States Courthouse, 219 South Dearborn Street, Chicago,
Illinois, to confirm the Debtors' plan. Objections to
confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m.
(prevailing Central Time).
CAMP-RIGBY ROOFING: Hires William Hughes as Accountant
------------------------------------------------------
Camp-Rigby Roofing-Sheetmetal Contractors, Inc. and Harry Vincent
Camp and Carol Frederick Camp seek authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
William C. Hughes of Hughes, Snell & Company, P.A., as certified
public accountant.
The Debtors require Mr. Hughes to assist in the management and
reporting of the Debtors' finances and business operations.
The Debtors propose to pay Mr. Hughes a fee for his services at his
standard hourly rate which is $250. Those fees reflect the usual
and customary charge for similar accounting/CPA services in the
State of Florida.
Mr. Hughes will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William C. Hughes, partner of Hughes Snell, 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.
Hughes Snell can be reached at:
William C. Hughes
HUGHES, SNELL & COMPANY, P.A.
1450 Royal Palm Square
Fort Myers, FL 33919
Tel: (239) 939-2233
Fax: (239) 939-0554
E-mail: bhughes@hughessnell.com
About Camp-Rigby
Camp-Rigby Roofing-Sheetmetal Contractors, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No.
16-05366) on June 22, 2016.
CARNEGIE EMS: Exclusive Plan Filing Deadline Moved to Aug. 22
-------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended until Aug. 22, 2016,
the period wherein Carnegie EMS, Inc., has the exclusive right to
file a plan of reorganization.
As reported by the Troubled Company Reporter on June 28, 2016, the
Debtor asked the Court to extend the exclusive period for the
Debtor to file a plan of reorganization to Oct. 21, 2016, and the
exclusive period for the Debtor to solicit acceptances of the plan
to Dec. 21, 2016. The extension of the Exclusivity Periods will
allow the Bar Dates to pass and provide the Debtor time to assess
all creditors in this case and generate an inclusive plan
addressing all claims. The proof of claim deadline is currently
set as July 26, 2016, and the government proof of claim deadline as
Aug. 22, 2016.
Carnegie EMS, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Penn. Case No. 16-20593) on Feb. 22,
2016. The Debtor is represented by Robert S. Bernstein, Esq., at
Bernstein-Burkley, PC.
CERES INC: Reports $1.50-Mil. Net Loss in May 31 Quarter
--------------------------------------------------------
Ceres, Inc., filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q, disclosing a net loss of $1.50
million on $1.41 million of total revenues for the three months
ended May 31, 2016, compared to a net loss of $5.90 million on
$1.12 million of total revenues for the same period in 2015.
For the nine months ended May 31, 2016, the Company listed a net
loss of $5.98 million on $2.71 million of total revenues, compared
to a net loss of $19.98 million on $1.87 million of total revenues
for the same period last year.
As of May 31, 2016, the Company had $6.74 million in total assets,
$5.50 million in total liabilities and a total stockholders' equity
of $1.24 million.
As of May 31, 2016 the Company had cash and cash equivalents of
$4,152. The Company plans to finance its operations through August
2016 with cash on hand, and with cash inflows from collaboration
and grant funding and from product sales. On June 16, 2016, the
Company, Land O'Lakes, Inc., and Roman Merger Sub, Inc., entered
into an Agreement and Plan of Merger. In the event that the merger
does not occur, the Company intends to seek additional funds
through public or private debt or equity financings,
collaborations, licensing arrangements, government programs and the
sale of intellectual property, technology or other assets. The
Company cannot provide any assurances that additional sources of
funding will be available on terms acceptable to the Company or at
all, or that it will be successful in entering into collaborations
or license agreements, receiving funds under government grants or
selling intellectual property, technology or other assets. If the
Company is unable to raise additional funds, the Company will not
have adequate liquidity to fund its operations and will be forced
to significantly curtail or cease its operations. These
circumstances raise substantial doubt about the Company's ability
to continue as a going concern.
A full-text copy of the company's quarterly report is available for
free at: https://is.gd/xxsMGs
Ceres, Inc., is an agricultural biotechnology company that develops
and markets seeds and traits to produce crops for feed, forages,
sugar and other markets. The Thousand Oaks, California-based
company uses a combination of advanced plant breeding,
biotechnology and bioinformatics to develop seed products and
biotechnology traits to address many of the current limitations and
future challenges facing agriculture.
CHARTER SCHOOL: Seeks to Hire Nardella as Legal Counsel
-------------------------------------------------------
Charter School Development Services Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
Nardella & Nardella, PLLC as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
(a) advise the Debtor regarding the operation of its business
in compliance with Chapter 11 and orders of the court;
(b) defend any causes of action on behalf of the Debtor;
(c) prepare legal papers; and
(d) assist in the formulation of a plan of reorganization and
preparation of a disclosure statement.
Michael Nardella, Esq., the attorney designated to represent the
Debtor, will be paid $285 per hour while paraprofessionals will be
paid $140 per hour.
Nardella & Nardella does not hold or represent any interest adverse
to the Debtor's estate, according to court filings.
The firm can be reached through:
Michael A. Nardella, Esq.
Nardella & Nardella, PLLC
250 East Colonial Drive, Suite 102
Orlando, FL 32801
Tel: 407-966-2680
Email: mnardella@nardellalaw.com
Email: greid@nardellalaw.com
About Charter School
Charter School Development Services, Inc. filed a chapter 11
petition (Bankr. M.D. Fla. Case No. 16-04312) on June 29, 2016.
The petition was signed by Vince V. Desai, president.
The case is assigned to Judge Roberta A. Colton.
The Debtor estimated assets and debts at $1 million to $20 million
at the time of the filing.
CHARTER SCHOOL: Seeks to Hire Vinnie Arora as Accountant
--------------------------------------------------------
Charter School Development Services Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire an
accountant in connection with its Chapter 11 case.
The Debtor proposes to hire the accounting firm of Vinnie Arora to
provide accounting services, which include preparing its income tax
returns and finalizing financial statements.
The firm's professionals and their hourly rates are:
Vinnie Arora, CPA $250
Senior Accountants $175
Junior Accountants $90
Administrative Staff $55
The firm does not hold or represent any interest adverse to the
Debtor's estate, according to court filings.
About Charter School
Charter School Development Services, Inc. filed a chapter 11
petition (Bankr. M.D. Fla. Case No. 16-04312) on June 29, 2016.
The petition was signed by Vince V. Desai, president.
The case is assigned to Judge Roberta A. Colton.
The Debtor estimated assets and debts at $1 million to $20 million
at the time of the filing.
COMMUNITY VISION: Says Patient Care Ombudsman Unnecessary
---------------------------------------------------------
Community Vision Development Programs, LLC, asks the Bankruptcy
Court to find that the appointment of a patient care ombudsman is
not necessary for the protection of the Debtor's clients.
The sole reason the Debtor filed chapter 11 was to stop levies
against the Debtor's bank account and accounts receivable assets by
the Internal Revenue Service. The Debtor was reasonably current on
liabilities other than taxes at the time the case was filed.
The Debtor does not believe that appointment of a patient care
ombudsman is necessary to protect the Debtor's patients. The
Debtor alleges that there is no indication of poor patient care
that contributed in any way to the Debtor's filing of Chapter 11.
Under the present circumstances a patient care ombudsman is not
necessary to protect the Debtor's patients.
According to the Debtor, no factor exist that would cause the Court
to appoint a patient care ombudsman. The bankruptcy was not caused
by licensing issues or issues with patient care. As indicated, the
Debtor has never had any disciplinary actions taken against it.
The Debtor is regularly reviewed by licensing authorities. The
bankruptcy will not adversely impact patients or their rights. The
Debtor does not intend to reduce its level of patient care. The
Debtor has sufficient safeguards to ensure the appropriate level of
care. An ombudsman would add a substantial and an unnecessary
expense to the reorganization process.
The Debtor's counsel:
Steven B. Nosek, Esq.
2855 Anthony Lane South, Suite 201
St. Anthony, MN 55418
Tel: (612) 335-9171
E-mail: snosek@noseklawfirm.com
Community Vision Development Programs, LLC, which has operated a
Personal Care Assistance Program in Golden Valley, Minnesota, since
2002, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn.
Case No. 16-42109) on July 18, 2016. The Hon. Michael A. Rdigway
is the case judge. The petition was signed by Marbue Watkins,
owner.
CONTINENTAL BUILDING: S&P Revises Outlook & Affirms 'BB-' CCR
-------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook onHerndon,
Va.-based Continental Building Products Inc. to positive from
stable and affirmed its 'BB-' corporate credit rating on the
company.
At the same time, S&P affirmed its 'BB+' issue-level rating on the
company's $465 million first-lien senior secured credit facilities,
consisting of a $50 million revolving credit facility due 2018 and
a $415 million term loan due 2020. The recovery rating on the debt
is '1', which indicates S&P's expectations for very high (90% to
100%) recovery in the event of a payment default.
"The positive outlook reflects the potential for an upgrade within
the next 12 months if Continental improves leverage measures to the
intermediate category (debt to EBITDA of 2x-3x and FFO to debt of
30%-45%) as construction markets continue to improve," said S&P
Global Ratings credit analyst Kimberly Garen. "We expect leverage
measures will improve further to about 2x by the end of 2016."
S&P could take a positive rating action within the next 12 months
if there continues to be positive movement in new home construction
and repair and remodeling spending and CBPX remains on track to
reduce its current debt balances, resulting in sustainable
debt-to-EBITDA leverage of about 2x.
S&P does not believe a downgrade is likely within the next 12
months given S&P's forecast for further improvement in U.S.
construction markets. Still, a downgrade could occur in a
recessionary environment, causing U.S. housing starts to contract.
However, S&P's economists place only a 20% to 25% probability on a
new recession. If CBPX's financial metrics do not continue their
forecast improvement, S&P could revise the outlook back to stable.
COVERIS HOLDINGS: Moody's Lowers Rating on Sr. Sec. Loans to B2
---------------------------------------------------------------
Moody's Investors Service downgraded the rating on the Senior
Secured Term Loans due November 2019 of Coveris Holdings S.A.
(including the $350 million add-on) to B2 from B1. Moody's
affirmed the company's B3 Corporate Family Rating, B3-PD
Probability of Default, SGL-3 Speculative Grade Liquidity Rating
and Caa2 Senior Unsecured Notes due November 2019. The rating
outlook remains stable.
The action follows the company's announcement that it would add-on
$350 million to its existing Senior Secured Term Loans due November
2019. The proceeds from the additional loan will used to repay the
Senior Unsecured Notes due 2018, repay $100 million of the ABL
facility and pay related fees and expenses. The add-on term loan
is expected to have the same terms as the existing loans including
the maturity date.
Moody's took these actions:
Coveris Holdings S.A.
-- Affirmed Corporate Family Rating, B3
-- Affirmed Probability of Default, B3-PD
-- Affirmed Speculative Grade Liquidity Rating, SGL-3
-- Downgraded all Senior Secured Term Loans (including
$350 million add-on) due November 2019 to B2/LGD3 from
B1/LGD2
-- Affirmed $565 million Senior Unsecured Notes due November
2019, Caa2/LGD5
Coveris Holding Corp.
-- Unchanged $235 million 10% Senior Unsecured Notes due May
2018, Caa2/LGD5 (to be withdrawn at close of transaction)
The rating outlook is stable.
The ratings are subject to the receipt and review of the final
documentation.
RATINGS RATIONALE
The affirmation of the corporate family rating reflects the
anticipated improvements to credit metrics due to the company's
commitment to dedicate free cash flow to debt reduction and an
anticipated improvement in EBITDA due to the completion of various
cost cutting initiatives. The transaction is approximately
leverage neutral, will reduce interest expense and improve
liquidity.
The downgrade of the secured debt to B2 reflects the impact on the
LGD methodology of the proposed repayment of a significant amount
of unsecured debt and term out of $100 million of revolver debt
with additional secured debt.
The B3 Corporate Family Rating reflects Coveris' reliance on
synergies to generate positive free cash flow, concentration of
sales and challenging competitive environment. The rating also
reflects the company's financial aggressiveness, primarily
commoditized product line and significant percentage of business
that is not under contract with cost pass-through provisions. The
company has a concentration of sales with customers and in cyclical
end markets. Additionally, Coveris operates in a fragmented
industry with strong price competition. Approximately 35% of
business is not under contract with cost pass-through provisions
and is therefore subject to market forces. The business under
contract has lengthy lags in contractual cost pass-through
provisions with many customers and lacks pass-throughs for costs
other than raw materials. Approximately, two-thirds of EBITDA is
from outside the US, but approximately two-thirds of interest
expense is in US dollars.
The rating is supported by the concentration of sales to food end
markets, the significant percentage of business under long-term
contracts with raw material cost pass-through provisions and some
production of custom products. The company generates approximately
47% of revenue from food end markets and has 58% of business under
long-term contracts with raw material cost pass-through provisions.
Coveris has long-standing relationships with customers and has
some geographic diversity. The company has completed a significant
amount of synergies and is expected to continue to undertake
various initiatives. Additionally, the sponsor retains over $400
million in equity in the combined entity.
The stable outlook reflects an expectation that the company will
successfully execute on its operating plan and generate positive
free cash flow while maintaining adequate liquidity. Coveris has
little room for negative variance in its operating results and will
need to achieve projected operating results to maintain the current
rating and outlook.
The rating could be upgraded if Coveris sustainably improved credit
metrics, maintained good liquidity and followed a less aggressive
financial policy. Any upgrade would be contingent upon stability
in the operating and competitive environment and the successful
integration of the merged entities. Specifically, Coveris could be
upgraded if debt to EBITDA declined to below 5.6 times, funds from
operations to debt improved to above 8.5% and EBITDA to interest
expense improved to above 3.0 times.
The rating could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment or if the
company fails to generate positive free cash flow. The rating
could also be downgraded if there is another significant
acquisition or dividend or Coveris fails to maintain adequate
liquidity. Specifically, the rating could be downgraded if funds
from operations to debt remains below 7.0%, debt to EBITDA remains
above 6.0 times and/or EBITDA interest coverage declines to below
2.25 times.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
Coveris Holdings SA headquartered in Chicago, IL manufactures
flexible and rigid plastic and paper packaging products. The
company's products include primary packaging (such as bags,
pouches, cups, lids and trays), films, laminates, sleeves and
labels. The company has two segments, flexible plastic and rigid
plastic, which are 77% and 23% respectively of revenue. Revenue
was approximately $2.7 billion for the twelve months ended March
31, 2016. Coveris is a portfolio company of Sun Capital Partners.
CPI CARD: S&P Lowers CCR to 'B+', Outlook Stable
------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Littleton, Colo.-based CPI Card Group Inc. to 'B+' from 'BB-'.
The rating outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's senior secured credit facility, which comprises a
$435 million senior secured term loan due 2022 and a $40 million
revolver bank loan due 2020, to 'BB-' from 'BB'. The '2' recovery
rating remains unchanged, indicating S&P's expectation for
substantial recovery (70%-90%; lower half of the range) of
principal in the event of a payment default. CPI Acquisition Inc.,
a wholly owned subsidiary of CPI, is the borrower of the debt.
"The downgrade reflects our view that increased pricing-pressure on
contact EMV standard embedded microprocessor payment cards ("chip
cards") and the uncertain timing of payment card shipments present
increased risk to CPI's business and greater volatility to its
profitability," said S&P Global Ratings credit analyst Thomas
Hartman. "We have revised our operating performance expectations
downward and our business risk profile assessment to weak from
fair."
The corporate credit rating also reflects S&P's view of CPI's
narrow product focus and limited geographic diversity, partially
offset by the company's leading position in the U.S. credit, debit,
and prepaid financial payment card markets and the industry's
transition to higher-value chip cards from the lower-value magnetic
stripe cards. The rating also reflects CPI's financial sponsor
ownership and S&P's expectation that leverage will be in the
high-3x area in 2016.
"The stable rating outlook is based on our expectation that CPI's
operating performance and credit metrics will weaken in 2016, but
improve in 2017 as payment card inventory levels return to normal
and small- to midsize payment card issuers significantly increase
shipments of chip cards. The outlook also reflects our expectation
that leverage will increase to the high-3x area and EBITDA margin
will contract by about 100 bps in 2016," S&P said.
S&P could lower its corporate credit rating on CPI if the company's
revenues and EBITDA margins continue to decline into 2017, causing
leverage to approach 5x. This could occur if CPI loses market
share, if the decline in payment card prices accelerate faster than
S&P expects, or if small- to midsize issuers' conversion to chip
cards is further delayed. S&P could also lower the rating if CPI's
financial policy becomes more aggressive due to debt-financed
dividends or acquisitions that result in leverage in the 5x area or
higher.
Although unlikely over the next year, S&P could raise the rating if
CPI shows good operating performance and meaningfully diversifies
its business. This would likely include the company supplying
contact EMV chip cards internationally. S&P would also consider an
upgrade if the company's financial sponsor's ownership percentage
declines to less than 40% and leverage declines to well below 4x on
a sustained basis.
CYRUSONE INC: S&P Puts 'B+' Ratings on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings said it placed its 'B+' ratings on Carrollton,
Texas-based CyrusOne Inc. and its subsidiaries on CreditWatch with
positive implications.
"The CreditWatch placement follows our review of the real estate
characteristics of some data centers (see "Credit FAQ: Analyzing
the Real Estate Characteristics of Data Centers," published
July 25, 2016)," said S&P Global Ratings credit analyst Rose
Askinazi.
While these companies are not pure landlords, they do exhibit real
estate characteristics that can support somewhat more leverage than
most other telecom companies, particularly considering S&P's
favorable view of the data center industry.
In resolving the CreditWatch placement, S&P will be taking a
holistic view of the operating model, contract terms, and customer
mix of CyrusOne to achieve ratings comparability across sectors.
S&P intends to resolve the CreditWatch placement in the coming
weeks and believe any upgrade is likely to be limited to one notch.
DENTAL PLUS: Seeks to Hire John Coggin as Accountant
----------------------------------------------------
Dental Plus Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire an accountant.
The Debtor proposes to hire John Coggin to provide accounting
services in connection with its Chapter 11 case. Mr. Coggin will
receive these fees for his services:
(a) $95 per hour for financial statement preparation, ongoing
monthly write-up services, consulting and court
appearances;
(b) $55 per hour for bookkeeping services, monthly operating
reports and financial records reviews, and input;
(c) $750 for preparation of the annual federal form 1065 tax
return and annual federal form 1040 tax return;
(d) $75 for sales tax preparation; and
(e) $175 for preparation of the annual Texas franchise tax
return.
In a court filing, Mr. Coggin disclosed that he does not have any
interest adverse to the Debtor's estate or to any of its
creditors.
Mr. Coggin's address is:
John F. Coggin
Two Allen Center
1200 Smith Street, 16th Floor
Houston, Texas 77002
About Dental Plus
Dental Plus, LLC, based in Houston, Tex., filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-33482) on July 11, 2016.
The Hon. Jeff Bohm presides over the case. Margaret Maxwell
McClure, Esq., as bankruptcy counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ronald J. Moon, managing member.
DIAMOND RESORTS: Moody's Assigns B2 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Diamond Resorts
International, Inc. A B1 rating was assigned to the company's
proposed $1.3 billion senior secured credit facilities, and a Caa1
rating to its proposed $600 million senior unsecured notes. The
rating outlook is stable.
Proceeds from the proposed debt issuance along with approximately
$1 billion of cash equity contributed by Apollo Global Management,
LLC will be used to fund the $3.4 billion buyout of Diamond by
Apollo. The purchase price represents about a 10 times EBITDA
multiple based upon Moody's 2016 EBITDA estimate of about $360
million.
Diamond's B2 Corporate Family Rating largely reflects the Moody's
expectation that the company's consolidated debt/EBITDA will remain
high for the foreseeable future, at or near 6.0 times. Partly
offsetting Moody's concern with respect to leverage is that almost
half of the company's outstanding consolidated debt over the next
two years will be secured and repaid by relatively high quality
customer receivables. Additionally, about one-third of the
company's EBITDA is derived from relatively high margin, stable and
recurring contract-based management services.
New ratings assigned to Diamond Resorts International, Inc. (NEW):
Corporate Family Rating B2
Probability of Default Rating B2-PD
Senior Secured Bank Credit Facility B1 LGD-3
Senior Unsecured Notes Caa1 LGD-5
Outlook: Stable
These ratings of Diamond Resorts Corporation will be withdrawn once
the proposed transaction closes:
Corporate Family Rating B1
Probability of Default Rating B1-PD
Senior Secured Bank Credit Facility B1, LGD 3
Outlook: Stable
RATINGS RATIONALE
Diamond's B2 Corporate Family Rating reflects its modest scale and
narrow focus on the higher risk timeshare segment of hospitality.
Approximately 69% of Diamond's EBITDA is derived from vacation
interest sales and financing. Also considered is Moody's
expectation that Diamond's earnings will continue to grow in the
next two years primarily through a combination of increased sales
to existing members, sales to new members, and increased financing
fees related the financing of both of these revenue generating
activities. Also contributing to earnings growth, albeit to a
smaller degree, will be the implementation of an expense reduction
program that is expected to reduce the company's operating expenses
by at least $25 million, or about 3% of the company's current
operating expenses. Key credit concerns include Diamond's
considerable leverage. Although Moody's expects the company will
grow earnings and pay down some term loan amounts during the next
two years, Moody's still expects debt/EBITDA to remain high, at
about 6.3 times by fiscal year-ended Dec. 31, 2017, as the company
will also increase the amount of securitized debt to support new
business. The ratings are also supported by Diamond's adequate
liquidity profile including low capital requirements, favorable
cash flow profile of its hospitality management business and lack
of near-term debt maturities.
The stable outlook reflects Diamond's concentration in the
timeshare industry, including financing, and the expectation that
the company will increase its borrowings to support its receivables
portfolio. The stable outlook also incorporates Moody's
expectation that the company will have positive earnings growth
such that leverage declines from the current elevated level and
that it will maintain a good liquidity profile.
While not expected over the near-term due to the company's high
financial leverage, an upgrade could be considered should Diamond's
earnings diversify away from the vacation interest sales and
financing and should debt to EBITDA remain below 5.0 times.
Ratings could be downgraded if Diamond's earnings were to fall or
should the company's financial policy become more aggressive such
that debt to EBITDA was maintained above 6.5 times or EBITA to
interest were to fall below 1.5 times.
Diamond is a timeshare business that specializes in the sale of
vacation ownership interests in the form of points. Members
receive an annual allotment of points and through the membership
club can use these points to stay at destinations within Diamond's
global network of 426 resorts and 26 cruise itineraries. Diamond
also provides consumer financing of the purchase of the vacation
ownership interests and manages 108 resorts worldwide. Revenues
are about $1.0 billion. Upon closing of the transaction, Diamond
will be owned by Apollo Global Management LLC.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.
DIAMOND RESORTS: S&P Lowers CCR to 'B', Off Watch Negative
----------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Las Vegas-based Diamond Resorts International Inc. to 'B' from 'B+'
and removed all ratings from CreditWatch, where S&P had placed them
with negative implications on June 29, 2016. The rating outlook is
stable. The CreditWatch placement followed Diamond's announcement
it had entered into an agreement with affiliates of funds managed
by Apollo Global Management LLC to be acquired in an all cash offer
for $2.2 billion. S&P expects Diamond to finance the acquisition
and repay its $574 million senior secured facility with a $1.2
billion term loan B facility, a $600 million notes issuance at a
future date, and a $1.0 billion equity contribution from Apollo.
S&P assigned a 'B+' issue-level rating and '2' recovery rating to
the proposed $1.3 billion senior secured credit facility
(consisting of the $100 million revolver and $1.2 billion term
loan). The '2' recovery rating reflects S&P's expectation for
substantial recovery (70% to 90%; lower half of the range) for
lenders in the event of payment default.
"The downgrade reflects substantially increased leverage as a
result of the additional debt issued to fund the transaction,
resulting in a lease- and captive finance-adjusted debt to EBITDA
in the low-6x area in 2016," said S&P Global Ratings credit analyst
Daniel Pianki.
While S&P expects the company to de-lever to around the mid-5x area
by the end of 2017, the downgrade also reflects the risk that
financial sponsor Apollo could increase debt to fund distributions,
or will otherwise increase leverage, over time. S&P also expects
that EBITDA coverage of interest expense will be in the low-2x
area, which is good for the highly leveraged financial risk
assessment.
The stable outlook reflects S&P's expectation that, despite a
significant spike in leverage following the transaction, the
company will use excess cash flow to repay debt and reduce leverage
to under 6x debt to EBITDA by 2017. In addition, although S&P
believes Diamond intends to pursue an aggressive pace of financing
sales of vacation ownership intervals (VOIs), S&P believes debt to
equity inside the company's captive operation will not increase
meaningfully above 5x and anticipated losses inside the captive's
loan portfolio will not increase meaningfully above the 6% to 9%
range experienced over the past five years.
DRAW ANOTHER CIRCLE: Lowenstein Sandler Representing Committee
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Draw Another Circle, LLC, et al., submitted
with the U.S. Bankruptcy Court for the District of Delaware a
verified statement, stating that on June 21, 2016, the Official
Committee of Unsecured Creditors selected Lowenstein Sandler LLP
and Goldstein & McClintock LLLP to serve as its co-counsel, and on
June 24, 2016, selected BDO Consultants to serve as its financial
advisor in the Chapter 11 cases.
On June 21, 2016, the Office of the U.S. Trustee appointed the
Committee pursuant to Section 1102(a)(1) of the Bankruptcy Code.
The Committee is comprised of seven members: (a) Universal Studios
Home Entertainment, (b) Warner Home Video, (c) Penguin Random House
LLC, (d) Funko LLC, (e) Hachette Book Group, Inc., (f) Ingram
Entertainment, Inc., and (g) Diamond Comic Distributors, Inc.
The Committee members hold certain unsecured claims against the
Debtors' estates arising primarily from trade relationships. In
accordance with Bankruptcy Rule 2019 and based upon information
provided to proposed counsel to the Committee by each member of the
Committee, a list of the names, addresses, and the nature and
amount of all disclosable economic interests held by each Committee
member in relation to the Debtors as of the Formation Date is
available at http://bankrupt.com/misc/deb16-11452-446.pdf
The Committee's counsel can be reached at:
LOWENSTEIN SANDLER LLP
Bruce Buechler, Esq.
Nicole M. Brown, Esq.
65 Livingston Avenue
Roseland, New Jersey 07068
Tel: (973) 597-2500
Fax: (973) 597-2400
E-mail: bbuechler@lowenstein.com
nbrown@lowenstein.com
-- and --
LOWENSTEIN SANDLER LLP
Bruce S. Nathan, Esq.
Eric Chafetz, Esq.
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
E-mail: bnathan@lowenstein.com
echafetz@lowenstein.com
-- and --
GOLDSTEIN & MCCLINTOCK, LLLP
Maria Aprile Sawczuk, Esq.
1201 North Orange Street, Suite 7380
Wilmington, DE 19801
Tel: (302) 444-6710
Fax: (302) 444-6709
E-mail: marias@restructuringshop.com
About Draw Another Circle
Draw Another Circle, LLC and four of its subsidiaries, namely,
Hastings Entertainment, Inc., MovieStop, LLC, SP Images, Inc., and
Hastings Internet, Inc. filed voluntary petitions under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11452) on
June 13, 2016.
As of the bankruptcy filing, Hastings operated 123 entertainment
superstores, averaging approximately 24,000 square feet,
principally in medium-sized markets located in 19 states, primarily
in the Northwestern, Midwestern, and Southeastern United States,
and had over 3,500 employees.  As of the Petition Date,
Atlanta-based MovieStop operated 39 destination locations in 10
states, primarily along the Eastern United States Coast.
Headquartered in Franklin, Massachusetts, SP Images, Inc., is a
distributor of sports and entertainment products and apparel.
Hastings, MovieStop and SPI are each wholly-owned subsidiaries of
DAC.
Cooley LLP and Whiteford Taylor Preston, LLP serve as counsel to
the Debtors. The Debtors tapped FTI Consulting as financial
advisor,
and Rust Consulting/Omni Bankruptcy as claims and noticing agent.
Andrew Vara, acting U.S. Trustee for Region 3, on June 21 appointed
seven creditors of Draw Another Circle, LLC, to serve on the
official committee of unsecured creditors.
EAGLE MATERIALS: Moody's Assigns Ba1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
and a Ba1-PD Probability of Default Rating to Eagle Materials Inc.
Moody's also assigned a Ba1 rating to Eagle Material's proposed
$300 million senior unsecured notes. The Speculative Grade
Liquidity assessment is SGL-1 and the rating outlook is stable.
This is the first time Moody's has assigned a rating to this
issuer.
On July 25, 2016, Eagle Materials announced a registered public
offering of $300 million of senior notes due 2026. The net
proceeds from the notes offering will be used to repay
approximately $295 million of borrowings under its revolving credit
facility and related fees.
These ratings were assigned:
Corporate Family Rating, assigned Ba1;
Probability of Default Rating, assigned Ba1-PD;
$300 million senior unsecured notes, assigned at Ba1 (LGD4);
Speculative Grade Liquidity assessment, assigned at SGL-1;
The rating outlook is stable.
RATINGS RATIONALE
Eagle Materials' Corporate Family Rating of Ba1 benefits from the
company's conservative financial profile, solid operating margin
and strong cash flow generation. The ratings also incorporate
Eagle's moderate geographic, product and end market diversity.
Offsetting these strengths is the company's small size relative to
its national and global competitors, and the highly competitive and
cyclical nature of its businesses. Eagle's products are
commodity-like and prices are sensitive to changes in supply and
demand. Moody's notes the Ba1 CFR affords Eagle Materials ample
financial flexibility to pursue its growth strategy given its
current credit and financial profile.
Eagle Materials has historically operated with conservative
financial leverage. Adjusted debt-to-EBITDA was 1.5x for the
fiscal year ended March 31, 2016, and has ranged from 1.5x to 3.0x
over the past five years. Moody's expects Eagle Materials to
maintain adjusted debt-to-EBITDA below 2.5x, but note that the
company could exceed this level as it pursues its growth strategy.
Revenue totaled $1.1 billion in fiscal year 2016, a 17% increase
over the prior year reflecting increases in all of Eagle's business
segments with the exception of its proppants business. The rise in
revenue was due primarily to average sale price increases in the
cement and concrete and aggregates segments, and sales volume
growth in its gypsum wallboard, recycled paperboard and concrete
segments. Moody's expects volume and price improvements in Eagle's
cement and concrete and aggregates segments through fiscal 2017,
though at varying degrees in each of its regions. Increased
residential housing construction and repair and remodeling activity
will support growth in the company's gypsum wallboard and
paperboard sales.
Adjusted operating margin was strong at 20.4%. Demand for Eagle
Materials' business primarily stems from residential, industrial,
commercial and infrastructure construction end markets, and the oil
and gas end market for its frac-sand and oil-well cement products.
With the exception of aggregates, all of Eagle's products compete
principally on price given their commodity-like nature. As a
result, operating performance is highly sensitive to changes in
supply and demand.
Eagle Material's SGL-1 reflects strong liquidity over the next 12
to 18 months. For fiscal year 2016, the company's liquidity was
supported by $5 million of cash on hand, $109 million available
(net of outstanding letters of credit) under its $500 million
revolving credit facility, and our expectation that the company
will generate over $150 million of free cash flow during fiscal
year 2017. Pro forma for the unsecured notes offering, the company
will have over $400 million available under its revolver. The
revolving credit facility requires the company to maintain a
consolidated indebtedness ratio of 3.5x and an interest coverage
ratio of 2.5x. Moody's expects the company to remain in compliance
and maintain a comfortable cushion under these covenants over the
next 12-18 months. The company's debt maturities are manageable
over the near-term.
The stable rating outlook reflects our expectation that operating
performance and key credit metrics will modestly improve with the
recovery in construction spending and repair and remodeling
activity.
Moody's indicated that the Eagle Materials could be upgraded if the
company were to continue to grow its size and scale profitably
across all of its segments. Commitment to defending an
investment-grade rating would also be a prerequisite to an upgrade.
Adjusted debt-to-EBITDA sustained below 2.5x and adjusted debt to
book capitalization below 35% would support an upgrade.
A downgrade could result if adjusted Eagle Materials were to
experience a material decline in operating performance or free cash
flow. This could be evidenced by adjusted debt-to-EBITDA sustained
above 3.5x or adjusted operating margin below 11%.
The principal methodology used in these ratings was Building
Materials Industry published in September 2014.
Eagle Materials Inc. (NYSE: EXP), headquartered in Dallas, Texas,
manufactures and distributes cement, aggregates, concrete, gypsum
wallboard, recycled paperboard and frac sand, serving the
commercial and residential construction, public construction, and
oil and natural gas end markets. At March 31, 2016, the company
operated 6 cement plants, 1 slag grinding facility, 16 cement
distribution terminals, 5 gypsum wallboard plants, 1 recycled
paperboard plant 17 concrete batching pants, 4 aggregates
facilities, 3 frac sand wet processing facilities, 3 frac sand
drying facilities and six frac sand trans-load locations. For the
fiscal year ended March 31, 2016, revenue totaled approximately
$1.1 billion.
EDU-PRO MANAGEMENT: Seeks to Hire Vinnie Arora as Accountant
------------------------------------------------------------
Edu-Pro Management LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire the accounting
firm of Vinnie Arora.
The firm will serve as the Debtor's accountant in connection with
its Chapter 11 case. The services to be provided by the firm
include preparing the Debtor's income tax returns and finalizing
financial statements.
The firm's professionals and their hourly rates are:
Vinnie Arora, CPA $250
Senior Accountants $175
Junior Accountants $90
Administrative Staff $55
Vinnie Arora does not hold or represent any interest adverse to the
Debtor's estate, according to court filings.
About Edu-Pro Management
Edu-Pro Management, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-04313) on June 29,
2016. The petition was signed by Vince Desai, managing member.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
EDU-PRO MANAGEMENT: Taps Nardella as Legal Counsel
--------------------------------------------------
Edu-Pro Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Nardella &
Nardella, PLLC as its legal counsel.
The Debtor tapped the firm to provide these services in connection
with its Chapter 11 case:
(a) advise the Debtor regarding the operation of its business
in compliance with Chapter 11 and orders of the court;
(b) defend any causes of action on behalf of the Debtor;
(c) prepare legal papers; and
(d) assist in the formulation of a plan of reorganization and
preparation of a disclosure statement.
Michael Nardella, Esq., the attorney designated to represent the
Debtor, will be paid $285 per hour for his services. Meanwhile,
paraprofessionals will be paid $140 per hour.
The firm does not hold or represent any interest adverse to the
Debtor's estate, according to court filings.
Nardella & Nardella can be reached through:
Michael A. Nardella, Esq.
Nardella & Nardella, PLLC
250 East Colonial Drive, Suite 102
Orlando, FL 32801
Tel: 407-966-2680
Email: mnardella@nardellalaw.com
Email: greid@nardellalaw.com
About Edu-Pro Management
Edu-Pro Management, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-04313) on June 29,
2016. The petition was signed by Vince Desai, managing member.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
EFT HOLDINGS: Paritz & Co. Says Deficit Raises Going Concern Doubt
------------------------------------------------------------------
EFT Holdings, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$8.30 million on $441,372 of net total revenues for the fiscal year
ended Mar. 31, 2016, compared to a net loss of $5.36 million on
$967,831 of net total revenues in the prior year.
As of Mar. 31, 2016, EFT Holdings had $16.90 million in total
assets, $16.18 million in total liabilities, all current, and
$712,802 in total equity.
Paritz & Company, P.A., raised substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has negative working capital of $9,774,297 and an
accumulated deficit of $51,997,694 at March 31, 2016. In addition,
the Company has generated operating losses for the past two years.
These circumstances, among others, raise substantial doubt about
the Company's ability to continue as a going concern.
The Company expects to continue incurring losses for the
foreseeable future and may need to raise additional capital from
external sources in order to continue the long-term efforts
contemplated under its business plan. The Company is in the
process of reevaluating its current marketing strategy as it
relates to the sale of its current product line. In addition, the
Company is pursuing other revenue streams which could include
strategic acquisitions or possible joint ventures of other business
segments.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/8l3qEs
About EFT Holding
California-based EFT Holdings, Inc., is primarily an e-Business
company designed around the "Business-to-Customer" concept, which
means that the Company's products are sold directly to customers
through its web site. The Company's "Business-to-Customer" model
differs from the traditional "Business to Business" model where
products are sold to distributors who then sell the products to
ultimate customers.
EFT Holdings reported a net loss of $5.30 million on $968,000 of
net total revenues for the year ended March 31, 2015, compared to a
net loss of $20.3 million on $1.80 million of net total revenues
for the year ended March 31, 2014.
As of Dec. 31, 2015, EFT Holdings had $18.6 million in total
assets, $12.5 million in total liabilities, all current, and $6.15
million in total equity.
ELBARDI INTERNATIONAL PLAZA: Taps Correa as Legal Counsel
---------------------------------------------------------
Elbardi International Plaza C, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire the Law
Firm of Correa Business Consulting Group, LLC.
The firm will serve as the Debtor's legal counsel in connection
with its Chapter 11 case. The services to be provided by the firm
include:
(a) advising the Debtor regarding its duties and powers;
(b) advising the Debtor in determining whether a
reorganization is feasible or not;
(c) assisting the Debtor in negotiating with creditors to
formulate a plan of reorganization or arrange for an
orderly liquidation of its assets; and
(d) preparing legal papers and appearing before the
bankruptcy court.
The Debtor proposes to pay $150 per hour to Luis Correa Gutierrez,
Esq., the lawyer who will be providing the services.
Mr. Gutierrez disclosed in a court filing, that the firm does not
represent or hold any interest adverse to the Debtor or its
estate.
The firm can be reached through:
Luis E. Correa Gutiérrez, Esq.
Correa Business Consulting Group, LLC
Ext. Roosevelt, 468 Calle Arrigoitía
San Juan, PR 00918
Tel: 787-373-1185
Fax: 787-724-0353
Email: lcorrea@correalawoffice.com
About Elbardi International Plaza
Elbardi International Plaza C, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-03845) on May
13, 2016.
ENOR CORP: Exclusive Plan Filing Deadline Moved to Aug. 12
----------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey has extended, at the behest of Enor
Corporation, the Debtor's exclusive period to file a plan of
reorganization through Aug. 12, 2016, and the Debtor's exclusive
period of time to solicit plan acceptances for its plan of
reorganization to Oct. 12, 2016.
About Enor Corp
Enor Corporation is a plastics manufacturer that originally focused
on the production of protective plastic sleeves and packaging for
use in hobbies, photographic storage and the storage of collectible
items. Enor operated out of two facilities, one in New Jersey and
one in South Carolina, which are owned by affiliates.
Enor Corporation sought Chapter 11 protection (Bankr. D.N.J. Case
No. 15-32714) on Dec. 2, 2015. Judge Vincent F. Papalia is
assigned to the case. The petition was signed by Steven Udwin,
director.
The Debtor disclosed assets of $248,659 and $5.20 million in debt.
Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
serves as the Debtor's counsel.
The official committee of unsecured creditors seeks to retain Saul
Ewing LLP as its legal counsel.
EQUINIX INC: S&P Puts 'BB' CCR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings said it placed its 'BB' corporate credit rating
on Redwood City, Calif.-based Equinix Inc. on CreditWatch with
positive implications.
"The CreditWatch placement follows our review of the real estate
characteristics of some data centers (see "Credit FAQ: Analyzing
the Real Estate Characteristics of Data Centers," published July
25, 2016)," said S&P Global Ratings credit analyst Chris Mooney.
While these companies are not pure landlords, they do exhibit real
estate characteristics that can support somewhat more leverage than
most other telecom companies, particularly considering S&P's
favorable view of the data center industry. S&P believes data
center operators such as Equinix with significant scale, geographic
diversity, capital resources, and interconnection capabilities will
be best positioned to take advantage of growth in the industry.
In resolving the CreditWatch placement, S&P will be taking a
holistic view of the operating model, contract terms, and customer
mix of several data centers to achieve ratings comparability across
sectors. S&P intends to resolve the CreditWatch placement in the
coming weeks and believe any upgrade is likely to be limited to one
notch.
ESTATE FINANCIAL: Trustee Transfers Loan Claims to Investors
------------------------------------------------------------
Thomas P. Jeremiassen, the duly appointed chapter 11 trustee for
debtor Estate Financial, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to authorize the transfer,
subject to overbid, of a claim ("Claim") against Petar Mladenovic
("Mladenovic"), guarantor of the loan ("Loan"), which the Trustee
holds in favor of investors in the Loan ("Subject Investors"), to
address the right of the bankruptcy estate ("Estate") to repayment
of the $46,794 in outstanding advances made and fees incurred in
having the Trustee attempt to realize value on the Loan for the
Subject Investors.
A hearing for the Motion is set for Aug. 10, 2016, at 10:00 a.m.
Mladenovic executed that certain Continuing Guaranty securing the
payment of a loan made by EFI to Pannon Design and Development,
Inc., an entity owned and operated by Mladenovic. Pannon Design and
Development defaulted on the loan in 2007, and following EFI's
bankruptcy the Trustee began foreclosure proceedings on the real
property security. At the request of Mladenovic, the Trustee
delayed foreclosure for more than four years so that Mladenovic
might seek alternate financing or sell the property.
The Trustee completed foreclosure on Feb. 11, 2015, and
subsequently notified Mladenovic that he would pursue collection on
the Continuing Guaranty.
On Feb. 8, 2016, the Trustee proposed a sale of a real property
related to the Loan located at 226 Acres, Tehachapi CA ("Proposed
Sale") for $400,000, of which approximately $369,000 was used to
pay closing costs and to reimburse the Estate for previous
disbursements for past due property taxes. Of the remaining
$31,000 in sales proceeds, the Trustee proposed to partially repay
the Estate for $58,000 in advances and fees incurred in connection
with administration of the Loan, leaving an outstanding balance due
to the Trustee of approximately $27,000 as of March 2016. Since
then, the Estate has incurred additional expenses of approximately
$20,000 and to date, the Estate is owed approximately $47,000 in
outstanding advances and administrative charges on account of the
Loan.
As the Proposed Sale did not generate sufficient net proceeds to
pay costs of administration in full, each Subject Investor received
a claim in the full amount of his/her/its investment.
Any party, including any Subject Investor, wish to purchase the
Claim for an amount in excess of $25,000, the Trustee will sell the
Claim at the hearing to such party, or to a higher bidder as
determined at the hearing hereon, subject to reimbursement to the
Estate of its advances through closing.
The Trustee believes that transferring the Claim to the Estate for
the benefit of all unsecured creditors will provide the greatest
likelihood that a recovery of any sort would be obtained for the
benefit of all creditors, including Subject Investors.
Attorneys for the Trustee:
Robert B. Orgel
Jeffrey L. Kandel
Cia H. Mackle
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, California 90067-4003
Telephone: 310/300-2027
Facsimile: 310/201-0760
E-mail: jkandel@pszjlaw.com
About Estate Financial
Estate Financial, Inc., was a licensed real estate brokerage firm
since the later 1980's. EFI solicited funding for, and arranged
and made, loans secured by various real property. EFI also was
the
sole manager of Estate Financial Mortgage Fund LLC ("EFMF"), which
was organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.
Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457)
on June 25, 2008. EFI consented to the bankruptcy petition on July
16, 2008.
In its schedules, Estate Financial disclosed total assets of $27.4
million, and total debt of $7.32 million.
A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the
Court on July 23, 2008.
The Trustee tapped Pachulski Stang Ziehl & Jones LLP as attorneys.
The Official Committee of Unsecured Creditors tapped the Law
Offices of David M. Meadows as counsel.
ETRADE FINANCIAL: Moody's Affirms Ba2 Rating on Preferred Shelf
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of E*TRADE Financial
Corp. (E*TRADE, Baa3 senior unsecured) and E*TRADE Bank (A3
deposits). This action follows E*TRADE's announcement of its $725
million acquisition of Aperture New Holdings, Inc., the ultimate
parent company of OptionsHouse, an online options broker. The
rating outlook remains stable.
RATINGS RATIONALE
Moody's said E*TRADE's acquisition of OptionsHouse (unrated) for
$725 million would provide it with a platform to reinforce its
options trading products, an area where it has historically lagged
its peers.
E*TRADE plans to fund the transaction with up to $400 million in
non-cumulative perpetual preferred stock and the remainder in cash.
Moody's said that E*TRADE's key credit metrics should remain
firmly in investment-grade territory on a pro-forma basis after the
consummation of the acquisition, which is expected to close in Q4
2016; with debt/EBITDA at around 1.5x at the outset of the
transaction (from 1.3x at June 2016), and interest coverage to drop
to 9.8x from 13.6x for the trailing twelve months at June 2016.
Moody's said the purchase will expand E*TRADE's product offering to
active traders, as OptionsHouse hosts 154,000 accounts,
representing 5% of E*TRADE's accounts, but has the equivalent of
48% of E*TRADE's options volumes and a larger amount of trades per
account. Such trades tend to generate higher commissions and
volumes are usually more resilient during all market conditions,
providing more cash flow stability, said Moody's.
The president of OptionsHouse, a former E*TRADE veteran, will be
joining the combined company upon completion of the transaction, a
factor that will help mitigate execution risk, said Moody's.
What Could Change the Rating - Up
The development of profitable new revenue streams to complement
E*TRADE's existing transaction and spread-based activities would
diversify its cash generating capabilities, and could result in an
upgrade if achieved in a manner that doesn't add significant credit
risk.
What Could Change the Rating - Down
A shift in E*TRADE's strategy to tolerate a significant increase in
debt leverage driven by debt-funded shareholder distributions or
M&A activity could result in downward rating pressure; especially
if debt/EBITDA worsened to about 2.5x, and absent a clear and
cohesive plan to return leverage to its pre-existing level in the
near-term. An increased tolerance for asset risk at E*TRADE Bank
would be viewed negatively. A significant deterioration in
franchise value, via a security breach of client accounts, a
sustained service outage, or a significant legal or compliance
issue, could also result in a downgrade.
These ratings and assessments have been affirmed with the outlook
remaining stable:
Issuer: E*TRADE Bank
Adjusted Baseline Credit Assessment, baa2
Baseline Credit Assessment, baa2
Counterparty Risk Assessment, P-2(cr)
Counterparty Risk Assessment, Baa1(cr)
Issuer Rating, Baa3
Short Term Deposit Ratings, P-2
Long Term Deposit Ratings, A3
Issuer: E*TRADE Financial Corp.
Issuer Rating, Baa3
Preferred Shelf Shelf, (P)Ba2
Preferred Shelf - PS2, (P)Ba3
Subordinated Shelf, (P)Ba1
Senior Unsecured Shelf, (P)Baa3
Senior Unsecured Regular Bond/Debenture, Baa3
The principal methodology used in rating E*TRADE Bank was Banks
published in January 2016. The principal methodology used in
rating E*TRADE Financial Corp. was Global Securities Industry
Methodology published in May 2013.
FREEDOM COMMS: Exclusive Plan Filing Deadline Moved to Aug. 31
--------------------------------------------------------------
The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of
Freedom Communications, Inc., et al., the exclusivity period for
the Debtors and the Official Committee of Unsecured Creditors to
file a joint Chapter 11 plan to and including Aug. 31, 2016, and
the solicitation exclusivity period during which only the Debtors
and the Committee may solicit acceptances to their joint plan to
and including Oct. 30, 2016.
As reported by the Troubled Company Reporter on June 30, 2016, the
Debtors together with the Committee have been focusing their
attention on negotiating and preparing a joint Chapter 11 plan of
liquidation pursuant to which, among other things, the proceeds of
the sale will be distributed. In order to assist the Debtors and
the Committee in formulating a plan an accurate amount of estimated
liabilities needs to be determined. In that regard, the Debtors
have and are continuing to review the claims filed against the
Debtors' estates, have commenced the preparation of various omnibus
objections and anticipate filing the same within the next 30 days.
About Freedom Communications
Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.
Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.
Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.
Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015. Richard E. Mirman signed the petition as chief
executive officer. Lobel Weiland Golden Friedman LLP serves as the
Debtors' counsel.
Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.
GAS-MART USA: Unsecureds to Get 0.62% Recovery Under Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Gas-Mart USA, Inc.
et al., filed with the U.S. Bankruptcy Court for the Western
District of Missouri its Disclosure Statement with respect to Plan
of Liquidation, which states that general unsecured claims'
estimated percentage recovery is 0.62%.
Classes 3A-3E consist of General Unsecured Claims arising prior to
the Petition Date and are impaired under the Plan. Each holder of
an Allowed General Unsecured Claim will be deemed to hold a
Creditor Trust Interest on account of its Allowed Class 3A, 3B, 3C,
3D or 3E Claim and will receive distributions of the Claim Portion
of the Net Litigation Recoveries in accordance with the
Confirmation Documents, within a reasonable time after the creation
of appropriate reserves as determined by the Creditor Trustee in an
amount that would be sufficient to:
(i) satisfy all alleged Administrative Claims in full;
(ii) satisfy all alleged Priority Tax Claims and
Priority Claims in full;
(iii) make a Pro Rata distribution on account of Disputed
Claims that are Class 3A-3E General Unsecured
Claims; and
(iv) pay the Creditor Trustee's Expenses in full.
In addition, after distribution of the first $35,000 of the GUC
Portion to the Illinois DOR and the Iowa DOR, Pro Rata
distributions of the GUC Portion of the Net Litigation Recoveries
will be made by the Creditor Trustee in accordance with the
Confirmation Documents to the holders of Allowed General Unsecured
Claims in Classes 3A-3E (and the Illinois DOR and the Iowa DOR)
within a reasonable time after the creation of appropriate reserves
as determined by the Creditor Trustee in an amount that would be
sufficient to:
(i) make a distribution on account of Disputed Claims
that are Class 3A-3E General Unsecured Claims; and
(ii) pay the Creditor Trustee's Expenses in full.
At this time, the Committee is unable to determine the amounts that
will be distributed to holders of General Unsecured Claims.
General Unsecured Claims in the amount of $26,204,000 have been
filed by Creditors or scheduled against the Debtors as follows:
Filed General
Debtor Unsecured Claims
------ ----------------
3A: Gas-Mart $20,716,000
3B: Aving-Rice $666,000
3C: Fran Transport $86,000
3D: G&G $81,000
3E: Fuel Service $4,655,000
Allowed General Unsecured Claims may be less, based on resolution
of Avoidance Actions and Claims reconciliation by the Creditor
Trustee.
The Disclosure Statement With Respect to Plan of Liquidation dated
July 8, 2016, is available for free at:
http://bankrupt.com/misc/mowb15-41915-838.pdf
The Disclosure Statement is filed by the Committee's counsel:
Shelly A. DeRousse, Esq.
Devon J. Eggert, Esq.
Elizabeth L. Janczak, Esq.
FREEBORN & PETERS LLP
311 South Wacker Drive, Suite 3000
Chicago, IL 60606
Tel: (312) 360-6000
Fax: (312) 360-6520
E-mail: sderousse@freeborn.com
deggert@freeborn.com
ejanczak@freeborn.com
About Gas-Mart USA, Inc.
Gas-Mart USA, Inc., is a Missouri corporation and was founded in
1995 and completed construction on its first store in early 1996.
Aving-Rice, LLC, is an Illinois limited liability company. Fran
Transport & Oil Company is a Kansas corporation. G&G Enterprises,
LLC, is a Kansas limited liability company. Fuel Services Mart,
Inc., is an Illinois corporation.
With locations in Iowa, Illinois, Indiana, Nebraska and Wisconsin,
Gas-Mart and Aving-Rice operated 22 and 20 stores, respectively.
Gas-Mart also owned and operated a wholesale fuel business,
distributing gasoline and diesel to other C-Stores as well as other
third party commercial ventures. As of the Petition Date, G&G
owned and leased ATM's to the 42 Gas-Mart and Aving-Rice locations
as well as certain Phillips locations in the greater Kansas City
Area.
Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015.
Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores. With locations in Iowa, Illinois,
Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice operate
22 and 20 stores, respectively, as of the Petition Date. G&G owns
and leases ATM's to the 42 Gas-Mart and Aving-Rice locations as
well as certain ConocoPhillips locations in the greater Kansas City
Area. Fran is a fuel hauling business located in and serving
Kansas City.
On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11 was
entered for the debtor Fuel Services Mart, Inc. FSM filed as
motion for an order directing that certain Orders in In re Gas-Mart
USA., et al. be made applicable to FSM.
Judge Arthur B. Federman presides over the Chapter 11 cases.
The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC, as
Conflicts counsel; and Frank Wendt as special conflicts counsel.
Gas-Mart estimated $10 million to $50 million in assets and debt.
In July, Daniel Casamatta, acting U.S. trustee, appointed seven
creditors to serve on Gas-Mart's official committee of unsecured
creditors. The committee is represented by Freeborn & Peters LLP,
in Chicago, Illinois.
GEO V HAMILTON: Exclusive Plan Filing Period Extended to Dec. 16
----------------------------------------------------------------
The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended, at the behest of
Geo. V. Hamilton, Inc., the Debtor's exclusive period to to file a
Chapter 11 plan through and including Dec. 16, 2016, and to solicit
votes thereon through and including Feb. 28, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
said that there is sufficient cause to approve the extension of the
Exclusivity Periods requested by the Debtor, due to among other
things, the size and complexity of its case. The extension is
needed to allow Official Committee of Unsecured Creditors and the
Future Claimants' Representative to evaluate the information
recently produced by the Debtor and any information that an
insurance archaeologist may reveal, for Gleason and BDO to complete
their valuations, and for the Debtor, the Committee, and the Future
Claimants' Representative to negotiate what the Debtor believes
should be a consensual plan of reorganization.
About Geo. V. Hamilton
Formed in 1947, Geo. V. Hamilton, Inc., is based in McKees Rocks,
Pennsylvania, its home of nearly seventy years. Hamilton is a
distributor of insulation products and an insulation contractor
serving a wide variety of industrial, energy and commercial
facilities in the Pittsburgh area and elsewhere.
Hamilton filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa
Case No. 15-23704) on Oct. 8, 2015, for the purpose of resolving
all existing and future personal injury and wrongful death claims
arising from alleged exposure to asbestos-containing product
distributed or installed by Hamilton more than 40 years ago.
Judge Gregory L. Taddonio is assigned to the case.
The petition was signed by Joseph Linehan, the Company's general
counsel.
The Debtor has engaged Reed Smith LLP as counsel and Logan &
Company, Inc., as claims and noticing agent.
On Oct. 23, 2015, the United States Trustee appointed the Official
Committee of Asbestos Personal Injury Claimants to represent the
shared interests of holders of current asbestos-related claims for
personal injury or wrongful death against the Debtor. The
Committee is represented by Douglas A. Campbell, Esq., at CAMPBELL
& LEVINE, LLC, and Ann C. McMillan, Esq., Jeffrey A. Liesemer,
Esq., and Kevin M. Davis, Esq., at CAPLIN & DRYSDALE, CHARTERED.
On Dec. 8, 2015, the U.S. Trustee filed its statement that an
unsecured creditors committee has not been appointed to represent
the interests of unsecured creditors of the Debtor.
On Dec. 23, 2015, the Court entered its order appointing Gary
Philip Nelson as the Legal Representative of Holders of Future
Asbestos Demands. The FCR is represented by Beverly A. Block,
Esq., at Sherrard German & Kelly, PC.
GREENWOOD HALL: Incurs $1.53-Mil. Net Loss in Q3 Ended May 31
-------------------------------------------------------------
Greenwood Hall, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.53 million on $2.15 million of revenues for the three months
ended May 31, 2016, compared to a net loss of $1.98 million on
$2.17 million of revenues for the same period last year.
For the nine months ended May 31, 2016, the Company reported a net
loss of $7.01 million on $4.82 million of revenues compared to a
net loss of $4.77 million on $6.32 million of revenues for the nine
months ended May 31, 2015.
As of May 31, 2016, Greenwood had $1.01 million in total assets,
$13.08 million in total liabilities and a $12.07 million in total
stockholders' deficit.
The Company has an accumulated deficit and a working capital
deficit as of May 31, 2016 and continues to incur a loss from
continuing operations during the first three quarters. Presently,
the Company does not have sufficient cash resources to meet its
plans in the twelve months following May 31, 2016. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
Management is in the process of evaluating various financing
alternatives in order to finance its growth and general and
administrative expenses as well as materially reducing the
Company's debt load. These alternatives include raising funds
through public or private equity markets and either through
institutional or retail investors. Although there is no assurance
that the Company will be successful with its fund raising
initiatives, Management believes that the Company will be able to
secure the necessary financing as a result of ongoing financing
discussions with third party investors and existing stockholders.
There can be no assurance that potential financing will be obtained
on term acceptable to management and future financing may
substantially dilute the ownership of existing stockholders
Management intends to restore profitability by continuing to grow
their operations and customer base while maintaining the overhead
savings they achieved during their recent restructuring.
Management intends to also restructure the Company's debt in order
to reduce the Company's debt load. Management believes that the
actions presently being taken to further implement its business
plan, generate additional revenues, and restructure certain
liabilities provide the opportunity for the Company to continue as
a going concern. If the Company is not successful in becoming
profitable, it may have to further delay or reduce expenses, or
curtail operations.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/XjFNRD
Greenwood Hall, Inc., provides cloud-based education management
services to public and not-for-profit higher education institutions
in the United States. Greenwood Hall is headquartered in Santa
Ana, California.
HHH CHOICES: PCO's Concerns for HHSH Already Addressed
------------------------------------------------------
David N. Crapo, the Patient Care Ombudsman (PCO) appointed for HHH
Choices Health Plan, LLC, and its affiliates has issued has issued
a Third Report solely for debtor Hebrew Hospital Senior Housing,
Inc. (HHSH) (Case No. 15-13264-MEW).
Based on his continued monitoring of the situation at Fieldstone,
the PCO concludes that resident care and safety have not declined
or been materially impaired during the Third Reporting Period. The
concerns the PCO raised in the Second Report have been addressed.
HHSH has replaced (at least temporarily with two new per diem
CNA's) the two CNA's terminated in connection with the Resident
Incident discussed in the Second Report. Food storage practices
are being monitored weekly to ensure that there is no relapse into
the deficiencies noted by the NYDOH in its 2016 survey. Fieldstone
responded effectively to the increase in falls at the facility
during the first quarter of 2016, as is reflected in the by the
biweekly reports provided to the PCO during the Third Reporting
Period. The response to the medication error was comprehensive.
Consequently, although there remain causes for minor concern,
resident care and safety at Fieldstone did not decline or become
materially impaired during the Third Reporting Period.
In closing the PCO notes that, at this point, there appear to be
sufficient funds to operate Fieldstone and that the procedure for a
sale is moving forward. Nevertheless, the PCO reiterates the
concern the HHSH case not linger in bankruptcy.
The PCO can be reached at:
Gibbons P.C.
David N. Crapo, Esq.
One Gateway Center
Newark, New Jersey 07102-5310
Tel: (973) 596-4523
Fax: (973) 639-6244
E-mail: dcrapo@gibbonslaw.com
About HHH Choices Health Plan
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case.
On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter 11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264,
and 16-10028).
HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as
legal counsel.
On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee. The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.
Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the
Committee. The panel tapped CohnReznick LLP, as its financial
advisor.
INTEVA PRODUCTS: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to Inteva Products LLC. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $250 million term loan.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; lower half of the range) recovery in the event of a
payment default.
"Our assessment of Inteva's business position reflects the
company's exposure to the cyclical auto industry, the narrow scope
of its product portfolio, its large customer concentrations, and
its below-average EBITDA margins," said S&P Global credit analyst
Nishit Madlani. "These negative factors are partly offset by the
company's diversified manufacturing footprint, which helps it
support the original equipment manufacturers' (OEMs) global
platforms."
The stable outlook on Inteva reflects S&P's expectation that the
company will maintain a debt-to-EBITDA metric of less than 5x and
generate a FOCF-to-debt ratio of more than 5% over the next 12
months. S&P also anticipates that the demand for Inteva's products
will remain steady given its existing backlog and the generally
supportive industry conditions.
S&P could lower its ratings on Inteva if its debt-to-EBITDA metric,
including S&P's adjustments, exceeded 5x or its FOCF-to-debt ratio
fell below 5% on a sustained basis. This could be caused by weaker
consumer demand in the U.S. or China or an increase in oil prices,
which would impact the company's raw material costs and the
consumer demand for higher-margin SUVs and CUVs.
S&P could raise its ratings on Inteva during the next 12 months if
S&P saw sustained improvement in its EBITDA margins, especially for
its European operations, and the company demonstrated the ability
to execute on its strong backlog and reduce costs to offset the
annual price reductions demanded by its customers. Additionally,
S&P would expect the company and its sponsor to maintain a prudent
financial policy.
ITHACA ENERGY: Moody's Affirms B3 CFR & Changes Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed Ithaca Energy Inc.'s B3
Corporate Family Rating, B3-PD probability of default rating (PDR)
and
Caa2 senior unsecured notes rating. The notes are guaranteed on a
senior subordinated basis by certain Ithaca subsidiaries. The
outlook
on all ratings is changed to stable from negative.
RATINGS RATIONALE
The change of outlook to stable takes into account reduced capital
and
execution risk as Ithaca has completed virtually all of the
development spending on its key Greater Stella Area (GSA) project,
with the FPF-1 floating production facility expected to sail from
the
yard to the field in late July 2016, after completion of the final
marine system trials. The production is expected to come onstream
approximately three months after sail away of FPF-1. Timely
completion
of the GSA project with ramp up to its full production capacity of
16,000 BOE/day net to Ithaca, which will enable the company to
more
than double its current average daily production, will be key to
the
company's production and cash flow growth in 2017.
Moody's expects 2016 production to be in line with last year
between
12,000 -13,000 BOE/day considering the guidance from the company
at
9,000 BOE/day from existing assets and 2-3 months of Stella
production. Moody's expects leverage ratio (adjusted debt/EBITDA)
to
peak in 2016 at around 4.6x from 3.0x in 2015 -- this will then
fall
back to below 2.5x in 2017. The company's capex spending is
expected
to reduce materially to around $50 million in 2016-2017, from $400
million in 2014 and $165 million in 2015, after the ramp-up of the
GSA
project to its full capacity. This coupled with improved oil
prices
and existing hedging on a sizeable share of its production through
mid-2017 at $60-62/BOE will result in increased free cash flow
(FCF)
generation. Moody's expects the company to generate FCF of around
$50
million in 2016 and $150 million in 2017.
Ithaca's availability under its RBL facility tightened following
its
borrowing base redetermination in April 2016 to $430 million from
$515
million, but remains adequate with $78 million undrawn as of March
31,
2016. This coupled with cash balance of $22 million at the end of
March 2016 and Moody's expectation that the company will generate
positive FCF in 2016-2017 demonstrates a good liquidity profile.
Moody's believes that Ithaca's business profile remains
constrained
due to its small scale and highly concentrated reserves base with
57
million BOE of 2P reserves at the end of 2015 versus 9.1 million
BOE
of expected annual production after the ramp up of GSA. Future
production growth is highly dependent on the successful completion
of
the GSA development which will enable Ithaca to more than double
its
production capacity to 25,000 BOE/day. However, Stella, like many
other North Sea fields, will have a fairly high decline rate and
Ithaca will need to develop other nearby fields in 2018 and beyond
to
maintain and grow production, for example, development of the
follow-up Harrier field which is part of the joint Stella/Harrier
Field Development Plan.
Rating Outlook
The stable outlook factors lower execution risk on the GSA project
and
is expected to be completed in line with prevailing guidance with
ramp
up to full production capacity by the end of 2016, while
maintaining a
good liquidity profile.
What Could Change the Rating - Down
Further significant delays in Stella field start-up, a tightening
of
the $430 million borrowing base on re-determination in October 2016
or
thereafter or declining free cash flow generation, resulting in
weaker
liquidity profile could cause a rating downgrade, particularly if
adjusted Debt/EBITDA does not trend down from peak expected levels
of
around 4.6x in 2016.
What Could Change the Rating - Up
Timely Stella ramp-up, sustainable production of 25,000 BOE/day,
further debt reduction from free cash flow with RCF/Total Debt
rising
above 35% and sustained investment in new development projects to
increase their reserve base could support an upgrade.
The principal methodology used in these ratings was Global
Independent
Exploration and Production Industry published in December 2011.
Ithaca Energy Inc. is a Canadian-based independent exploration and
production company with almost all of its assets and production in
the
United Kingdom Continental Shelf (UKCS) region of the North Sea.
The
company has pursued growth via acquisitions of producing field
interests with a focus on appraising and developing assets that
have
potential for step outs in contiguous areas. As of year-end 2015,
Ithaca held 2P reserves of 57 million BOE with production
averaging
12,100 BOE/day in 2015.
JUMIO INC: Estate, Shareholders Reach Deal in Bankruptcy Battle
---------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that Jumio Inc.'s former shareholders and the estate the
online-identification-verification company left behind in
bankruptcy have reached a broad settlement that winds down its
bankruptcy, pays legal fees and protects Facebook Inc. co-founder
Eduardo Saverin and other investors from future lawsuits stemming
from the contentious chapter 11 case.
According to the report, Jumio's lawyer disclosed the outline of
the complex deal, which took nearly 10 weeks to hammer out, during
a hearing at the U.S. Bankruptcy Court in Wilmington, Del. The
settlement is still subject to final approval from Judge Brendan
Shannon, who is overseeing the bankruptcy case, the report
related.
Jumio's bankruptcy and subsequent sale inspired heated rhetoric and
courtroom battles with shareholders, who faced being wiped out, the
report further related. The settlement leaves those shareholders
with a trust intended to fund lawsuits against Jumio's former
officers and directors that, if successful, could one day help
improve their recovery, the report said.
"This is not a simple payment-and-walk-away deal," Adam Landis,
Jumio's attorney, told the Journal.
About Jumio
Headquartered in Palo Alto, California, Jumio is an online and
mobile identity management and credentials authentication company.
Its customers include, among others, Airbnb, United Airlines,
WorldRemit, EasyJet, and Duolingo. Jumio has operations in the
United States, Europe and India. Jumio employs 43 individuals.
Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 16-10682) on March 21, 2016. The petition was signed by
Stephen Stuut as chief financial officer. The Debtor estimated
assets in the range of $1 million to $10 million and debts of up
to
$50 million. Judge Brendan Linehan Shannon has been assigned the
case.
The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy
counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special
corporate counsel, Ernst & Young LLP as financial advisor, Sagent
Advisors, LLC as investment banker, Cooley LLP as special SEC
counsel and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
In April 2016, Andrew Vara, acting U.S. trustee for Region 3,
appointed Buttonwood Alpha QP Fund LLC and four others to serve on
the committee of equity security holders in the Debtor's Chapter
11
case. The U.S. Trustee, however, indicated in a court filing that
no official committee of unsecured creditors has been appointed in
the case.
The Equity Committee has retained Pachulski Stang Ziehl & Jones
LLP
and K&L Gates LLP as bankruptcy counsel, and EisnerAmper LLP as
financial advisor.
KENAN ADVANTAGE: S&P Lowers CCR to 'B', Outlook Stable
------------------------------------------------------
S&P Global Ratings said that it has lowered its corporate credit
rating on North Canton, Ohio-based Kenan Advantage Group Inc. to
'B' from 'B+'. The outlook is stable.
At the same time, S&P lowered its issue-level ratings on Kenan's
senior secured credit facilities to 'BB-' from 'BB'. The '1'
recovery rating remains unchanged, indicating S&P's expectation for
very high recovery (90%-100%) in the event of a payment default.
Additionally, S&P lowered its issue-level rating on Kenan's $405
million senior unsecured notes to 'CCC+' from 'B-'. The '6'
recovery rating remains unchanged, indicating S&P's expectation for
negligible recovery (0-10%) in the event of a payment default.
"The downgrade reflects Kenan Advantage's underperformance relative
to our forecast over the past year and our expectation that its
elevated debt leverage will not improve materially over the next 12
months," said S&P Global credit analyst Michael Durand. "The
company's Canadian services business has been particularly weak and
its specialty products division (mostly chemicals) has experienced
some softness as the buildout of the U.S. chemical industry's
capacity has been slower than anticipated." S&P expects that Kenan
Advantage will maintain its debt-to-EBITDA metric at 6x or above
for a sustained period.
The stable outlook on Kenan reflects S&P's belief that the
company's profitability and cash flow will remain relatively
consistent over the next year. S&P's expectations for the current
rating include a FFO-to-total adjusted debt ratio of less than 12%
and a total debt-to-EBITDA metric of between 6.0x and 6.5x.
S&P could raise its ratings on Kenan over the next 12 months if its
operating performance improves on strengthening conditions in its
fuel delivery business and a rebound in its Canadian services
segment, causing its debt-to-EBITDA metric to decline to 5x or
below and leading its FFO-to-total adjusted debt ratio to increase
to 12% or above on a sustained basis.
S&P could lower its ratings on Kenan over the next 12 months if the
company overpays for an acquisition or its earnings deteriorate
further, causing its FFO-to-total adjusted debt ratio to fall below
6% for a sustained period.
KLEEN LAUNDRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kleen Laundry & Drycleaning Services, Inc.
1 Foundry Street
Lebanon, NH 03756
Case No.: 16-11079
Chapter 11 Petition Date: July 25, 2016
Court: United States Bankruptcy Court
District of New Hampshire (Manchester)
Debtor's Counsel: Ryan M. Borden, Esq.
FORD & MCPARTLIN, P.A.
10 Pleasant Street, Suite 400
Porstmouth, NH 03801
Tel: (603) 433-2002
Fax: 603-433-2122
E-mail: rborden@fordlaw.com
- and -
Edmond J. Ford, Esq.
FORD & MCPARTLIN, P.A.
10 Pleasant Street, Suite 400
Portsmouth, NH 03801
Tel: (603) 433-2002
Fax: (603) 433-2122
E-mail: eford@fordlaw.com
- and -
Richard K. McPartlin, Esq.
FORD & MCPARTLIN, P.A.
10 Pleasant Street, Suite 400
Portsmouth, NH 03801
Tel: (603) 433-2002
Fax: (603) 433-2122
E-mail: rmcpartlin@fordlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ned Hazard, authorized representative.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nhb16-11079.pdf
LIFE PARTNERS: Transparency Alliance Soliciting Plan Votes
----------------------------------------------------------
Transparency Alliance LLC has scheduled an informational road show
to present Life Partners Holdings Inc.'s creditors with its
proposed bankruptcy reorganization plan, which was recently
approved for solicitation by Judge Russell F. Nelms of the U.S.
Bankruptcy Court for the Northern District of Texas. The
Transparency Plan offers an alternative to a plan put forward by
the Chapter 11 Trustee, H. Thomas Moran II. More information about
the Transparency Plan will be available at:
http://www.transparencyalliance.net
The Transparency Plan presents creditors with a safer and more
cost-effective option for protecting the value of their
investments. The team at Transparency Alliance has a proven track
record of managing life insurance settlement investments for some
of the world's largest institutional investors since 2002.
Transparency Alliance combines extensive knowledge of life
settlements with a thorough system of independent checks and
balances to seek the best possible outcomes for investors.
If enough creditors vote to approve the Transparency Plan, and the
bankruptcy court ultimately confirms the Transparency Plan, the
creditors will receive these same services at a significantly lower
cost than what they would have to pay under the Trustee's plan.
Under Transparency Alliance's proposed plan:
Investors would immediately be paid all escrowed maturity
proceeds.
Investors would be able to either retain their entire investments,
pool their investments under Transparency Alliance's best-in-class
professional investment management, or rescind their investments
altogether.
Transparency Alliance would provide debtor-in-possession financing
and exit financing which, when combined with its life settlement
expertise and track record of successful investment management,
would prevent the Life Partners Holdings portfolio from falling
into bankruptcy again.
Servicing would be provided by multiple independent administrators,
each with separate responsibilities, to provide robust checks and
balances—and at a lower cost to investors than what the Trustee's
plan will charge.
Oversight would be provided by an independent Advisory Board
consisting of insurance and life settlement experts—and headed by
Eleanor Kitzman, former Commissioner of the Texas Department of
Insurance and former Director of the South Carolina Department of
Insurance.
Investors would not have to wait for up to 30 years to receive the
value of their investments. Under the Transparency Plan, the value
of the investments would be realized within 12 years after the
Transparency Plan goes into effect. And if an investor wants to
keep his or her investments after the Transparency Plan ends, the
investor's decision would be honored: Transparency Alliance would
establish a new servicer for that investor so that the investor can
maintain his or her investment until maturity. Under the Trustee's
plan, the investments would be retained for up to 30 years. And
when the investments are sold, the Trustee would have no obligation
to establish a servicer for investors who want to maintain their
individual interests.
Transparency Alliance has organized a road show to give creditors
the opportunity to find out more information, and ask questions
about, its plan. The schedule of events includes live webinars as
well as in-person meetings in various cities kicking off on
Wednesday, July 27 from 2 – 4 pm ET at the Marriott Airport
Hotel. Full details will be available at:
www.transparencyalliance.net
Location Date
Webinar On-demand
Miami, FL Wednesday, July 27, 2016
Miami, FL Wednesday, July 27, 2016
Waco, TX Monday, August 01, 2016
Southlake, TX Tuesday, August 02, 2016
Fort Worth, TX Wednesday, August 03, 2016
Dallas, TX Thursday, August 04, 2016
Houston, TX Monday, August 08, 2016
Live webinar Tuesday, August 09, 2016
Houston, TX Wednesday, August 10, 2016
Austin, TX Thursday, August 11, 2016
San Antonio, TX Thursday, August 11, 2016
Southlake, TX Friday, August 12, 2016
Live webinar Tuesday, August 16, 2016
Live webinar Wednesday, August 17, 2016
About Transparency Alliance LLC
Transparency Alliance LLC -- http://www.transparencyalliance.net/
-- was established in 2016 to create a bankruptcy reorganization
plan that would protect the interests of Life Partners Holdings
Inc.'s creditors and provide best-in-class servicing for those
wishing to retain their independent interests.
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.
LINCOLN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lincoln Medical Supply Company, LLC
913 North Main Street
Pleasantville, NJ 08232
Case No.: 16-24206
Chapter 11 Petition Date: July 25, 2016
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Judge: Hon. Andrew B. Altenburg Jr.
Debtor's Counsel: Scott H. Marcus, Esq.
SCOTT H MARCUS & ASSOCIATES
121 Johnson Road
Turnersville, NJ 08012
Tel: (856) 227-0800
Fax: (856) 227-7939
E-mail: smarcus@marcuslaw.net
Total Assets: $478,623
Total Liabilities: $1.47 million
The petition was signed by Paul Reses, president.
A copy of the Debtor's list of the 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/njb16-24206.pdf
LUCAS ENERGY: Discloses Auditor's Going Concern Opinion
-------------------------------------------------------
Lucas Energy, Inc., an independent oil and gas company with its
operations in central Texas, on July 22 announced that, as
previously disclosed in its Annual Report on Form 10-K for the year
ended March 31, 2016, which was filed with the Securities Exchange
Commission on July 13, 2016, the audited financial statements of
the Company contained an audit opinion from the Company's
independent registered public accounting firm, GBH CPAs, PC, which
included a going concern qualification.
This announcement is made pursuant to the NYSE MKT Company Guide
(the "Company Guide") Sections 401(h) and 610(b), which requires
separate disclosure of receipt of an audit opinion containing a
going concern qualification. For further details, please refer to
Note 2 of the audited financial statements included in "Part II"
– "Item 8. Financial Statements and Supplementary Data" of the
Form 10-K filing.
Additionally, on July 21, 2016, Lucas was notified by the NYSE MKT
(the "Exchange") that the Company is not in compliance with certain
of the Exchange's continued listing standards as set forth in Part
10 of the NYSE MKT Company Guide (the "Company Guide").
Specifically, Lucas is not in compliance with Sections 1003(a)(ii)
and (iii) of the Company Guide in that it reported stockholders'
equity of $2.4 million as of March 31, 2016 and net losses in its
five most recent fiscal years then ended, meaning that it did not
have stockholders' equity over (a) $4 million (required if an
Exchange-listed company has had losses from continuing operations
and/or net losses in three of its last four fiscal years, as the
Company did) or (b) over $6 million (required if an Exchange listed
company has had losses from continuing operations and/or net losses
in its five most recent fiscal years, as the Company did).
In order to maintain its listing on the Exchange, the Exchange has
requested that the Company submit a plan of compliance (the "Plan")
by August 21, 2016, addressing how it intends to regain compliance
with Sections 1003(a)(ii) and (iii) of the Company Guide by January
21, 2018. The Company intends to submit a Plan in the prescribed
form to the Exchange by the required due date, specifying
activities that the Company plans to complete in the near future to
address the concerns of the Exchange and regain compliance with the
Exchange's continued listing standards.
Receipt of the letter does not have any immediate effect on the
listing of the Company's shares on the Exchange, except that until
the Company regains compliance with the Exchange's listing
standards, a "BC" indicator will be affixed to the Company's
trading symbol. The Company's business operations, SEC reporting
requirements and debt instruments are unaffected by the
notification, provided that if the Plan is not acceptable, or the
Company does not make sufficient progress under the Plan or
reestablish compliance by January 28, 2018, then the Company will
be subject to the Exchange's delisting procedures. The Company may
then appeal a staff determination to initiate such proceedings in
accordance with the Exchange's Company Guide.
The Company has been operating under a going concern opinion since
December 31, 2014, which corresponded with the collapse in crude
oil prices that began in June 2014. Lucas anticipates that by the
end of its second quarter of fiscal 2017, it will close its pending
acquisition of assets from various sellers, and in consideration
for the acquisition, the Company will issue approximately 13
million shares of common stock, in addition to preferred stock, and
also undertake various preferred stock and debt transactions.
These financings and transactions are expected to return the
Company to compliance with the requirements of Sections 1003(a)(ii)
and (iii) of the Company Guide. Additionally, the oil and gas
reserves planned to be acquired are currently producing
approximately 1,000 barrels of oil equivalent per day from 25
wells, which, together with the transactions above, should generate
sufficient revenues and cash flows to mitigate the doubt about the
Company's ability to continue as a going concern.
About Lucas Energy, Inc.
Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) --
http://www.lucasenergy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil and
natural gas in the Austin Chalk and Eagle Ford formations in South
Texas.
LUKE'S INCORPORATED: Taps Cooper Law Firm as Legal Counsel
----------------------------------------------------------
Luke's Incorporated seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire The Cooper Law Firm as
its legal counsel.
The Debtor tapped the firm to give legal advice in connection with
its Chapter 11 case, prepare a plan of reorganization, and provide
other legal services.
The billing rate for Robert Cooper, Esq., the attorney designated
to represent the Debtor, is $295 per hour. His associate lawyer
will be paid $195 per hour while paralegals will be paid $95 per
hour.
In a court filing, Mr. Cooper disclosed that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert H. Cooper, Esq.
The Cooper Law Firm
150 Milestone Way, Suite B
Greenville, SC 29615
Phone: (864) 271-9911
Fax: (864) 232-5236
Email: thecooperlawfirm@thecooperlawfirm.com
About Luke's Incorporated
Luke's Incorporated protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.S.C. Case No. 16-03362) on July 6, 2016.
MACELLERIA RESTAURANT: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Macelleria Restaurant, Inc.
1-3 Little West 12th Street
New York, NY 10014
Case No.: 16-12110
Chapter 11 Petition Date: July 25, 2016
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Mary Kay Vyskocil
Debtor's Counsel: Julie Cvek Curley, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
One North Lexington Avenue, 11th Floor
White Plains, NY 10601
Tel: (914) 681-0200
Fax: (914) 684-0288
E-mail: jcurley@ddw-law.com
- and -
Jonathan S. Pasternak, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP
One North Lexington Avenue
White Plains, NY 10601
Tel: (914) 681-0200
Fax: (914) 684-0288
E-mail: jpasternak@ddw-law.com
Total Assets: $1.10 million
Total Liabilities: $1.58 million
The petition was signed by Violetta Bitici, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb16-12110.pdf
MIX 1 LIFE: Limited Cash and Revenues Raise Going Concern Doubts
----------------------------------------------------------------
Mix 1 Life, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net
profit of $3.04 million on $115,183 of net sales for the three
months ended May 31, 2016, compared to a net loss of $1.60 million
on $488,403 of net sales for the same period last year.
For the nine months ended May 31, 2016, the Company reported a net
loss of $1.62 million on $611,965 of net sales compared to a net
loss of $4.02 million on $1.23 million of net sales for the nine
months ended May 31, 2015.
As of May 31, 2016, Mix 1 had $20.97 million in total assets, $8.16
million in total liabilities and a $12.81 million in total
stockholders' equity.
The Company has limited cash and, as yet, has not generated
sufficient revenues to finance operations, raising substantial
doubt about the Company's ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the
Company generating profitable operations in the future and/or to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due. Management intends to finance operating costs over the
next twelve months with existing cash on hand, sales, loans from
investors and/or issuance of common shares.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/9ouzax
About Mix 1 Life, Inc.
Mix 1 Life, Inc., formerly Antaga International Corp. is in the
business of formulation and distribution of nutritional supplements
which are designed to have a positive effect on health, well-being
and improve physical and mental performance.
MONAKER GROUP: Posts $1.13-Mil. Net Loss in Quarter Ended May 31
----------------------------------------------------------------
Monaker Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.13 million on $95,099 of total revenues for the three months
ended May 31, 2016, compared to a net loss of $2.56 million on
$336,093 of total revenues for the restated three months ended May
31, 2015.
As of May 31, 2016, the Company had $2.36 million in total assets,
$3.05 million in total liabilities and total stockholders' deficit
of $693,669.
As of May 31, 2016, and February 29, 2016, the Company had an
accumulated deficit of $94,688,981 and $93,562,357, respectively.
As of May 31, 2016, the Company had a working capital deficit of
$2,881,819, and for the three months ended May 31, 2015, a net loss
of $1,126,624 and cash used in operations of $898,700.
Monaker has very limited financial resources. They currently have a
monthly cash requirement of approximately $300,000, exclusive of
capital expenditures. They will need to raise substantial
additional capital to support the on-going operation and increased
market penetration of their products including the development of
national advertising relationships, increases in operating costs
resulting from additional staff and office space until such time as
they generate revenues sufficient to support their operations. The
Company believes that in the aggregate, it could require several
millions of dollars to support and expand the marketing and
development of its travel products, repay debt obligations, provide
capital expenditures for additional equipment and development
costs, payment obligations, office space and systems for managing
the business, and cover other operating costs until its planned
revenue streams from travel products are fully-implemented and
start to offset its operating costs. The Company's failure to
obtain additional capital to finance its working capital needs on
acceptable terms, or at all, will negatively impact its business,
financial condition and liquidity.
As of May 31, 2016 and February 29, 2016, the Company had
$3,050,638 and $3,035,694, respectively, of current liabilities.
These conditions raise substantial doubt of the Company's ability
to continue as a going concern. They currently do not have the
resources to satisfy these obligations, and their inability to do
so could have a material adverse effect on their business and
ability to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/L6CPsw
About Monaker Group
Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is
a digital media marketing company focusing on lifestyle enrichment
for consumers in the travel, home and employment sectors. Core to
its marketing services are key elements including proprietary
video-centered technology and established partnerships that enhance
its reach. Video is quickly becoming consumer's preferred method
of searching and educating themselves prior to purchases.
Monaker's video creation technology and film libraries combine to
create lifestyle video offerings that can be shared both to its
customers and through trusted distribution systems of its major
partners. The end result is better engagement with consumers who
gain in-depth information on related products and services helping
to both inform and fulfill purchases. Unlike traditional marketing
companies that simply charge for advertising creation, Monaker
holds licenses and/or expertise in the travel, real estate and
employment sectors allowing it to capture fees at the point of
purchase while the majority of transactions are handled by
Monaker's partners. This should allow the company to capture
greater revenues while eliminating much of the typical overhead
associated with fulfillment. Monaker core holdings include
Maupintour, NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.
Monaker Group reported a net loss of $4.55 million on $544,658 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015. As of Feb. 29, 2016, Monaker had $2.89
million in total assets, $3.03 million in total liabilities and a
total stockholders' deficit of $137,610.
LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.
NEUROMETRIX INC: Reports $4.09-Mil. Net Loss in Q2 Ended June 30
----------------------------------------------------------------
NeuroMetrix, Inc., filed with the U.S. Securities and Exchange
Commission on July 21, 2016, its quarterly report on Form 10-Q for
the three months ended June 30, 2016, disclosing a net loss of
$4.09 million on $2.65 million of revenues for the three months
ended June 30, 2016, compared with a net loss of $1.20 million on
$1.22 million of revenues for the same period in 2015.
For the six months ended June 30, 2016, the Company listed a net
loss of $8.19 million on $4.92 million of revenues, compared to a
net loss of $3.27 million on $2.51 million of revenues for the same
period in the prior year.
The Company's balance sheet at June 30, 2016, showed $14.58 million
in total assets, $3.01 million in total liabilities and total
stockholders' equity of $11.56 million.
The Company has suffered recurring losses from operations and
negative cash flows from operating activities. At June 30, 2016,
the Company had an accumulated deficit of $171.8 million. The
Company held cash and cash equivalents of $11.3 million as of June
30, 2016. The Company believes that these resources and the cash
to be generated from expected product sales will be sufficient to
meet its projected operating requirements into the first quarter of
2017. The Company will need to raise additional funds to support
its operating and capital needs in the first quarter of 2017 and
beyond. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/Lpew2m
NeuroMetrix, Inc., is an innovative health-care company that
develops wearable medical technology and point-of-care tests that
help patients and physicians better manage chronic pain, nerve
diseases, and sleep disorders. The company's business is fully
integrated with in-house capabilities spanning product development,
manufacturing, regulatory affairs and compliance, sales and
marketing, and customer support. They derive revenues from the sale
of medical devices and after-market consumable products and
accessories.
NEW ENTERPRISE: Moody's Raises CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded New Enterprise Stone & Lime Co.,
Inc.'s Corporate Family Rating to B3 from Caa1, the Probability of
Default Rating to B3-PD from Caa1-PD, and the senior unsecured
notes to Caa2 from Caa3. The rating outlook is stable. The
Speculative Grade Liquidity assessment is affirmed at SGL-3.
These rating actions follow New Enterprise's announcement that it
entered a new $450 million term loan (unrated). The proceeds from
the new term loan were used to pay off its $70 million term loan
due 2019 and will be used to pay off its 13% senior secured notes
due 2018. Moody's expected the 13% senior secured notes due 2018
(rated Caa1) to be paid off in August. Moody's will withdraw the
rating at that time.
These ratings were upgraded:
Corporate Family Rating, upgraded to B3 from Caa1;
Probability of Default, upgraded to B3-PD from Caa1-PD;
Senior unsecured notes, upgraded to Caa2, LGD5 from Caa3, LGD5;
Speculative Grade Liquidity Assessment is affirmed at SGL-3;
The rating outlook is stable.
RATINGS RATIONALE
The ratings upgrade reflects an improved credit profile following
the issuance of its $450 million term loan. New Enterprise will
benefit from lower interest expense and an extended maturity
profile. In addition, New Enterprise's operating performance
continues to improve. Operating margin expanded to 10.2% for the
trailing twelve months ending May 31, 2016 from 8.7% and 3.1% for
fiscal year ended 2016 and for fiscal year ended 2015,
respectively. Operating performance reflects the benefits of the
company's cost savings initiatives and operating efficiency plan
which began in the fourth quarter of FYE 2014, as well as
improvement in its construction end markets. Adjusted
EBIT-to-interest expense expected to increase above 1.0x in fiscal
year 2017. Adjusted debt-to-EBITDA remains high at 6.3x as of
fiscal year end Feb. 29, 2016, albeit a substantial improvement
from 9.6x fiscal year end 2015.
The B3 Corporate Family Rating reflects the company's modest scale,
seasonality of its business, limited geographic diversification,
exposure to cyclical construction end markets, concentration of
business with Pennsylvania DOT, and high financial leverage. The
rating, however, is supported by the company's adequate liquidity,
strong position in its core markets, a slow and modest recovery in
construction spending, improving operating margin, and prudent
acquisition and growth strategy.
New Enterprise's SGL-3 reflects an adequate liquidity position. The
company's liquidity is supported by its modest cash balances and
reliance on its $105 million ABL facility, offset by high working
capital needs and limited alternate liquidity sources as all assets
are fully encumbered. At May 31, 2016, the company had $1 million
of unrestricted cash balance and had approximately $88.4 million
available and no borrowings under its ABL credit facility. New
Enterprise is required to have trailing twelve-month EBITDA in an
amount not less than certain amounts specified in the new term
loan. Moody's expects the company to remain in compliance with an
adequate cushion for fiscal year 2017.
An upgrade would be predicated upon New Enterprise generating
sustained free cash flow, increasing adjusted EBIT-to-interest
above 1.5x, and reducing adjusted debt-to-EBITDA closer to 5.0x.
Sustaining adjusted operating margin above 10% would also support a
ratings upgrade.
The rating would likely be downgraded if the company were to
experience a decline in profitability, stemming from a reversal in
construction spending or operational challenges. The ratings could
also be downgraded if adjusted debt-to-EBITDA leverage increase to
over 7.0x, if adjusted EBIT-to-interest expense is sustained below
1.0x, or if liquidity deteriorates.
The principal methodology used in these ratings was Building
Materials Industry published in September 2014.
New Enterprise Stone & Lime, Co., Inc. is a privately held,
vertically-integrated construction materials supplier,
heavy/highway construction contractor, and traffic safety services
and equipment provider. The company operates three segments:
construction materials, heavy/highway construction and traffic
safety services and equipment. New Enterprise operates, owns or
leases 55 quarries and sand deposits (42 active), 28 hot mix
asphalt plants, 15 fixed and portable ready mixed concrete plants,
three lime distribution centers and two construction supply
centers. The company also conducts operations through four
manufacturing facilities and a number of sales offices for its
safety services and equipment business. New Enterprise's
operations are primarily concentrated in Pennsylvania and Western
New York, with reach into the adjacent states including Maryland,
West Virginia, and Virginia. New Enterprise's traffic safety
services and equipment business sell products nationally and sells
services primarily in the eastern United States. For the trailing
twelve months ending May 31, 2016, the company generated $647
million in revenue and $113.5 million in adjusted EBITDA.
NEW ENTERPRISE: S&P Assigns 'B-' Rating on $450MM 5-Yr. Term Loan
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to New
Enterprise Stone & Lime Co. Inc.'s (NESL) $450 million five-year
senior secured term loan due 2021 ($299 million term loan tranche A
and $151 million term loan tranche B). The recovery rating on the
new term loan is '3', indicating S&P's expectation for average (50%
to 70%; higher end of the range) recovery of principal and interest
in the event of a payment default.
NESL has used the debt proceeds to redeem its $356 million 13%
senior secured notes due 2018 and $70 million secured term loan due
2019. The transaction should not materially affect the company's
adjusted debt leverage of 6.8x as of May 31, 2016.
S&P's 'B-' corporate credit rating and stable outlook on New
Enterprise Stone & Lime Co. Inc. are unchanged. S&P's rating on
the company reflects its limited geographic diversity and regional
focus, high degree of competition in the highway construction
segment, and exposure to cyclical swings in residential and
commercial construction demand in its markets. Notwithstanding,
S&P expects continued improvement in the company's profitability
over the next 18 months, given the anticipated impact of
Pennsylvania's $2.3 billion Comprehensive Transportation Funding
Plan (Act 89). Based on S&P's assumptions, it forecasts that
adjusted debt to EBITDA will decline from about 7.5x to less than
6x in 2016.
NESL is a regional provider of aggregates and heavy construction
materials, as well as a provider of heavy construction and traffic
safety services primarily, in the commonwealth of Pennsylvania,
where it has a leading market position.
In conjunction with this rating action, S&P will withdraw its
ratings on the company's existing 13% senior secured notes.
RECOVERY ANALYSIS
Key analytical factors
-- S&P's recovery ratings on New Enterprise Stone & Lime Co.
Inc. are unaffected by the refinancing transaction. S&P's
'3' recovery rating on NESL's senior secured debt and '6'
recovery rating on NESL's senior unsecured debt are
unchanged following a review of its recovery profile.
-- S&P continues to assess recovery prospects on the basis of a
reorganization value of approximately $390 million,
reflecting emergence EBITDA of $65 million and a 6x
multiple. S&P's recovery analysis assumes that, in a
hypothetical bankruptcy scenario, the value of the
receivables and inventory that collateralize the company's
asset-based lending (ABL) facility would be sufficient to
cover the amount owed. S&P's recovery analysis assumes that
NESL's ABL facility would be 60% drawn, with about
$17 million of standby letters of credit. S&P assumes that
the standby letters of credit will remain undrawn but
ongoing contingent liabilities. The facility is not rated.
Simulated default assumptions
-- Year of default: 2018
-- Distressed EBITDA at emergence: $65 million
-- Implied EBITDA multiple: 6x
-- Implied stressed valuation: $390 million
Simplified waterfall
-- Estimated net enterprise value (after 7% administrative
costs): $363 million
-- Estimated priority claims (ABL facility and other):
$43 million
-- Estimated net enterprise value after priority claims:
$320 million
-------------------------------
-- Senior secured debt claim: $470 million
-- Senior secured debt recovery rating: '3'
-- Senior secured debt rating: 'B-'
-------------------------------
-- Senior unsecured debt claims: $264 million
-- Senior unsecured debt recovery rating: '6'
-- Senior unsecured debt rating: 'CCC'
Ratings List
New Enterprise Stone & Lime Inc. Co.
Corporate Credit Rating B-/Stable/--
New Ratings
Senior Secured
$450 mil. term loan due 2021* B-
Recovery Rating 3H
Ratings Unchanged
Senior Unsecured CCC
Recovery Rating 6
*Includes $299 million term loan tranche A and $151 million term
loan tranche B.
NORTH GATEWAY: Hires Nagy as Real Estate Appraiser
--------------------------------------------------
North Gateway Core Acreage Investors, LLC seeks authorization from
the U.S. Bankruptcy Court for the District of Arizona to employ
Nagy Property Consultants, Inc., as real estate appraiser.
The Debtor requires the services of a real estate appraiser and
expert witness to assist it in formulating a plan of reorganization
and in defending any motion for relief from the automatic stay
filed by the sole secured creditor.
Nagy has agreed to perform the appraisal for a fixed fee $3,500,
and the supplement for a fixed fee of $1,500 for a total of $5,000
to be paid in advance.
Seven E. Nagy, principal of Nagy Property Consultants, Inc.,
assured the Court that the firm does not represent any interest
adverse to the Debtors and their estates.
Nagy may be reached at:
Seven E. Nagy
Nagy Property Consultants, Inc.,
4215 E. Camelback Rd., Set. 700
Phoenix, AZ 85016-4245
Tel: 602-995-1900
Fax: 602-995-8216
About North Gateway Core
North Gateway Core Acreage Investors, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
16-07286) on June 27, 2016. The petition was signed by Gary
White, co-manager of managing member.
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.
OUTERWALL INC: S&P Lowers Corporate Credit Rating to 'B+'
---------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Bellevue, Wash.–based Outerwall Inc. to 'B+' from 'BB-'.
At the same time, S&P lowered its issue-level ratings on the
first-lien revolver and term loan to 'BB-' from 'BB'. The recovery
ratings remain at '2', indicating S&P's expectation for substantial
(70%-90%; lower half of the range) recovery in a payment default.
S&P also lowered its issue-level ratings on the company's unsecured
notes to 'B-' from 'B'. The recovery ratings remain at '6',
indicating our expectation for negligible (0%-10%) recovery in a
payment default.
All of S&P's ratings on Outerwall remain on CreditWatch, where they
were placed with negative implications on March 16, 2016. S&P
could lower or affirm the ratings following the completion of its
review.
The downgrade follows Outerwall's announcement that it has signed
an agreement to be acquired by Apollo Global Management in an
all-cash deal for $1.6 billion. If the transaction is completed,
S&P believes the company's financial policy will be more aggressive
given that it will be owned by a private equity owner. S&P's view
is rooted primarily in the typical financial policies of most
financial sponsor-owned companies, which focus on generating
investment returns over short periods (less than five years) and
typically operate with high debt levels. The downgrade also
reflects S&P's view that the company's credit metrics will
deteriorate, as S&P expects Apollo to fund a meaningful portion of
the purchase with debt. Should the Apollo transaction fail to
close, S&P believes the company would consider more aggressive
shareholder returns. S&P estimates the company will generate free
operating cash flow between $140 million and $190 million in 2016
and 2017, which provides the company with flexibility for
increasing shareholder returns.
S&P will resolve the CreditWatch when more information regarding
the above transaction and financing becomes available. S&P will
then assess the company's financial policy and the impact of any
potential transaction on the company's capital structure. In
addition, S&P will review the company's business strategy and the
rate of revenue decline in the Redbox business.
PARK OVERLOOK: Taps Adrienne Woods as Legal Counsel
---------------------------------------------------
Park Overlook LLC and Dawn Hotel of NY LLC seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
The Law Offices of Adrienne Woods, P.C.
The firm will serve as the companies' legal counsel in connection
with their Chapter 11 cases. The firm will be paid $400 per hour
for its services, which include advising the companies about their
duties as debtors-in-possession and the preparation of legal
papers.
Adrienne Woods, Esq., disclosed in a court filing that the firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Adrienne Woods, Esq.
The Law Offices of Adrienne Woods, P.C.
459 Columbus Avenue, # 314
New York, New York 10024
Telephone: (212) 634-4459
Facsimile: (212) 634-4462
Email: adrienne@woodslawpc.com
About Park Overlook, LLC.
Park Overlook, LLC and Dawn Hotel of NY, LLC filed Cchapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 16-11354 and 16-11355) on May
12, 2016. The petitions were signed by Gordon Duggins, member.
The Debtors are represented by Adrienne Woods, Esq., at The Law
Offices of Adrienne Woods, P.C. The Debtors estimated their assets
and debts at $0 to $50,000 at the time of the filing.
PARK OVERLOOK: Taps Vernon Consulting as Financial Advisor
----------------------------------------------------------
Park Overlook LLC and Dawn Hotel of NY LLC seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Vernon Consulting, Inc.
Vernon will serve as the Debtors' financial advisor and accountant
in connection with their Chapter 11 cases. The firm will provide
these services:
(a) accounting services to accurately prepare the schedules
and reports required by the Chapter 11 process;
(b) assisting in the preparation of monthly operating
statements;
(c) preparation of forecasts, projections and cash flow
reports;
(d) assisting in developing support for and the preparation
of motions;
(e) assisting in arranging debtor-in-possession financing,
and presenting cash flows to potential lenders, as
requested;
(f) assisting in the identification of executory contracts
and unexpired leases, and performing evaluations; and
(g) financial advisory services in connection with any
contemplated sale of assets, reorganization or
liquidation under the Bankruptcy Code.
Vernon has agreed to offer these discounted rates -- a reduction in
rates of about 15% -- to the Debtors:
Position Hourly Rates Discounted Rates
-------- ------------ ----------------
Managing Director $400 $340
Director $375 $315
Senior Managing Consultant $325 $275
Analyst $150 $125
Laura Patt, president of Vernon, disclosed in a court filing that
the firm does not have any interest adverse to the Debtors.
The firm can be reached through:
Laura W. Patt
Vernon Consulting, Inc.
344 E 65th St 3C
New York, NY 10065
Phone: 917-822-7578
Fax: 509-278-9343
Email: contact@vernonconsulting.com
About Park Overlook, LLC.
Park Overlook, LLC and Dawn Hotel of NY, LLC filed Cchapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 16-11354 and 16-11355) on May
12, 2016. The petitions were signed by Gordon Duggins, member.
The Debtors are represented by Adrienne Woods, Esq., at The Law
Offices of Adrienne Woods, P.C. The Debtors estimated their assets
and debts at $0 to $50,000 at the time of the filing.
PAYSON OPERATING: Trustee Taps Traton to Oversee Operations
-----------------------------------------------------------
The Chapter 11 trustee of Payson Operating LLC and its affiliates
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Texas to hire Traton Engineering Associates, L.P.
Jason Searcy, the bankruptcy trustee, proposes to hire the firm to
oversee the operation and maintenance of the oil and gas properties
owned by Payson Operating, Maricopa Resources LLC and Payson
Petroleum LLC.
The services to be provided by the firm include engineering
supervision of existing operations and field consultation.
Traton's hourly rates for these services are:
Engineering Services Hourly Rates
-------------------- ------------
Principle Engineer $225
Partner $200
Junior Engineer $175
Tech I $125
Tech II $110
Accounting $125
Clerical $45
Field Consultation Hourly Rates
------------------ ------------
Daylight $1,300
24 Hour $1,700
Pat Merritt, principal of Traton, disclosed in a court filing that
the firm does not hold any interest adverse to the bankruptcy
estates.
The trustee can be reached through his counsel:
Joshua P. Searcy, Esq.
Callan C. Searcy, Esq.
Searcy & Searcy, P.C.
P.O. Box 3929
Longview, TX 75606
Tel: (903) 757-3399
Fax: (903) 757-9559
About Payson Operating
Payson Operating LLC, Maricopa Resources LLC and Payson
Petroleum LLC each filed a Chapter 7 petition (Bankr. E.D. Tex.
Case Nos. 16-41043 to 16-41045) on June 10, 2016.
Michelle Chow was named Chapter 7 trustee but was terminated
following conversion of the cases to Chapter 11 on July 12, 2016.
On July 18, 2016, the court approved the appointment of Jason R.
Searcy as Chapter 11 trustee.
POST HOLDINGS: Moody's Assigns B3 Rating on Proposed $1.5BB Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Post Holdings,
Inc.'s proposed $1.5 billion 10-year notes being offered. The
proceeds will be used primarily to fund the tender offer for $1.375
billion 7.375% notes due 2022 that was also announced today. Any
remaining proceeds will be used for general corporate purposes.
The outlook is stable.
RATINGS RATIONALE
Post's B2 Corporate Family Rating reflects its investment holding
company profile, characterized by a serial pace of acquisitions
that results in periods of high financial leverage. Moody's has
taken into consideration the improved sales diversification that
acquisitions have provided, but this benefit is partially offset by
a resulting unfavorable portfolio mix shift toward
recently-acquired businesses with higher earnings volatility,
including MOM Brands and Michael Foods. Moody's expects that
Post's future financial strategy will be driven substantially by
its access to acquisition financing, which Moody's expects will
continue to include a combination of debt and equity issuances.
Post's ratings are supported by relatively strong operating profit
margins high profitability and cash flow generated by its RTE
cereal businesses and by its strong North American market position
in commercial egg products.
Post's debt capital structure consists primarily of $374 million of
senior secured term loans and $4.1 billion of senior unsecured
notes. The B3 rating assigned to the unsecured notes is a notch
lower than the Corporate Family Rating reflecting their junior
position relative to the Ba2-rated secured bank term loans, which
receive a three-notch rating lift from the Corporate Family
Rating.
Rating assigned:
Post Holdings, Inc.
Proposed $1.5 billion of senior unsecured notes due 2026 at B3
(LGD 4).
The rating outlook is stable.
The stable rating outlook reflects Moody's expectation that Post
will continue to face growth challenges and margin pressure in
ready-to-eat (RTE) cereal, its most profitable business, but that
this segment will continue to generate attractive operating profit
margins at least in the mid-teens and solid free cash flow.
Moody's also assumes that Post will maintain a steady pace of
acquisitions, but will allow time for credit metrics to recover
following any major transactions.
The ratings could be downgraded if debt to EBITDA is sustained
above 7.0 times or if free cash flow turns negative.
The ratings could be upgraded if the pace of Post's acquisition
slows, operating profit margins stabilize in the RTE cereal and egg
businesses, and debt to EBITDA is sustained below 5.75 times.
The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.
CORPORATE PROFILE
Post Holdings, based in St. Louis Missouri, is a manufacturer of
shelf-stable cereal, value-added egg products, branded potatoes and
cheese, active nutrition products and private label peanut butter
and granola. Sales approximate $5 billion.
POST HOLDINGS: S&P Assigns 'B' Rating on Proposed $1.5BB Sr. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Post
Holdings Inc.'s proposed $1.5 billion senior unsecured notes due
2026. The recovery rating is '4', indicating S&P's expectations of
average recovery (30% to 50%; upper end of the range) in the event
of a payment default. The ratings on the company's existing senior
secured revolver and term loan remain 'BB-'. The recovery rating
on the senior secured facilities remains '1', indicating S&P's
expectations for very high (90% to 100%) recovery in the event of a
payment default. The company expects to use the net proceeds of
this offering to refinance its $1.375 billion 7.375% existing
senior unsecured notes and the remaining proceeds will be used to
fund a roughly $97 million tender premium, cover fees and expenses,
and put some cash on the balance sheet. Post expects to reduce its
annual interest expense and extend its maturity profile under the
proposed financing. The company's corporate credit remains 'B' and
the outlook is stable.
Pro forma for this transaction, Post Holdings will have roughly
$4.6 billion in reported debt outstanding.
As of March 31, 2016, we estimate the company had roughly
$4.4 billion adjusted debt (including our standard adjustments,
preferred stock, tangible equity units, net of cash). For the 12
months ended March 31, 2016, debt to EBITDA was roughly 5.4x,
compared with roughly 7x following the MOM Brands Co. acquisition
in June 2015. The company's leverage decreased from improved
EBITDA across the business led by cost savings and tailwinds from
Avian-Influenza-associated pricing actions at Michael Foods. As
the company reverts back to normal pricing at Michael Foods, S&P
expects more normalized EBITDA margins in the mid-teens at that
segment. Post also expects additional cost savings from MOM Brands
to be realized fully by 2018, which should further improve margins.
While current trends would support further deleveraging, S&P
expects that leverage will likely increase again from another
large, debt-financed acquisition, consistent with the company's
holding company strategy. Management has demonstrated its
willingness to increase leverage well over 5x for acquisitions, and
S&P do not expect a shift in financial policy in the near term.
Post is a holding company with operating companies that
manufacture, market, and distribute branded and private-label
ready-to-eat cereals, protein products, value-added egg products,
branded potatoes and cheese, and private label peanut butter and
granola. Post has shifted its strategy from being a pure-play
cereal manufacturer to a holding company that has diversified its
business mix with several acquisitions. S&P expects the company
will continue to diversify as it makes additional acquisitions.
Geographic diversification is limited, with more than 90% of sales
generated in the U.S. and the majority of the remainder in Canada.
S&P believes that, similar to other packaged-food companies, Post
is exposed to commodity cost volatility, which impacts
profitability. Michael Foods is also exposed to commodity cost
risk although it has reduced much of the exposure because it has
shifted the majority of its foodservice customers to grain-based
supply contracts from fixed-price contracts, allowing it to pass
along the majority of cost volatility. In the past year, the
company was able to effectively manage an egg supply shortage
following the avian flu outbreak by taking more aggressive pricing
actions and supplying only to certain customers, resulting in
better profitability in the Michael Foods segment.
RATINGS LIST
Post Holdings Inc.
Corporate Credit Rating B/Stable/--
New Rating
Post Holdings Inc.
Proposed $1.5 bil senior unsecured notes due 2026 B
Recovery rating 4H
PRIMELINE UTILITY: Moody's Retains B3 CFR on $20MM Loan Add-On
--------------------------------------------------------------
Moody's Investors Service says that PrimeLine Utility Services
LLC's proposed $20 million upsizing to $160 million from the
recently announced $140 million add-on to its $270 million first
lien term loan due 2022 does not impact the company's ratings
including its B3 Corporate Family Rating or stable rating outlook.
The upsized add-on will increase PrimeLine's senior secured first
lien term loan to $430 million and will be used to help fund the
acquisitions of Chainco Power Holdings, Inc. and Safeway
Construction Enterprises, Inc. Pro-forma for the transactions,
PrimeLine's debt-to-EBITDA leverage will decline to 5.2x from 5.6x
(LTM 3/31/2016 incorporating Moody's standard adjustments) as the
sponsor (First Reserve) will contribute approximately $55 million
of equity to help finance the transactions. Given that the credit
metrics (even with the upsize of $20 million) will slightly improve
but will still remain within the range expected for the B3 CFR, the
company's ratings are unaffected.
Moody's maintains these ratings on PrimeLine Utility Services LLC:
Corporate Family Rating, B3
Probability of Default Rating, Caa1-PD
Senior Secured First Lien Term Loan, B3 (LGD3) (upsized to $430
million from $270 million)
Rating Outlook is Stable
Headquartered in Seattle, Washington, PrimeLine Utility Services
LLC (PrimeLine) is a domestically focused provider of design and
engineering services, storm restoration services and the
installation, maintenance and repair of transmission, substation
and distribution infrastructure to electric utilities. Pro-forma
for the acquisitions of Chainco and Safeway, PrimeLine's revenue
for the LTM March 2016 was approximately $576 million. First
Reserve is the sponsor of PrimeLine Utility Services LLC.
PROLINE CONCRETE: Case Summary & 16 Unsecured Creditors
-------------------------------------------------------
Debtor: Proline Concrete of WNY, Inc.
7341 Southwestern Boulevard
Eden, NY 14057
Case No.: 16-11455
Chapter 11 Petition Date: July 25, 2016
Court: United States Bankruptcy Court
Western District of New York (Buffalo)
Debtor's Counsel: Arthur G. Baumeister, Jr., Esq.
AMIGONE, SANCHEZ & MATTREY LLP
1300 Main Place Tower
350 Main Street
Buffalo, NY 14202
Tel: (716) 852-1300
E-mail: abaumeister@amigonesanchez.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James R. Sickau, president.
A copy of the Debtor's list of 16 unsecured creditors is available
for free at http://bankrupt.com/misc/nywb16-11455.pdf
QBS HOLDING: Moody's Lowers CFR to B3 & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service, Inc. downgraded QBS Holding Company,
Inc.'s (Quorum Business Solutions, or "Quorum") Corporate Family
Rating to B3, its Probability of Default Rating to Caa1-PD, and its
senior secured credit facility to B3 (all representing one-notch
downgrades). The downgrades stem from Moody's expectations of
increased debt/EBITDA leverage over the next year, given the weak
economic conditions of the upstream oil and gas markets in which
the bulk of Quorum's customers operate. Moody's also changed the
outlook to negative, from stable.
Issuer: QBS Holding Company, Inc.
Downgrades:
Corporate Family Rating, downgraded to B3 from B2.
Probability of Default Rating, downgraded to Caa1-PD from B3-PD.
Senior Secured Revolving Credit Facility due 2019, downgraded to
B3, LGD3 from B2, LGD3.
Senior Secured Term Loan B due 2021, downgraded to B3, LGD3 from
B2, LGD3.
Outlook change:
Negative, from Stable
RATINGS RATIONALE
Quorum's B3 CFR reflects the impact the energy industry's prolonged
depressed operating environment is having on the company, whose
revenues and EBITDA Moody's expects to fall by about 10 and 20%,
respectively, this year. As a result, Moody's expects Quorum's
debt/EBITDA leverage (including Moody's standard adjustments) to
rise to more than 7.0 times by year-end, as compared with 5.9 times
at year-end 2015. The CFR also reflects the company's small scale
-- Moody's anticipates revenues of about $90 million this year --
and limited flexibility in the current environment, in which some
of Quorum's weaker upstream O&G customers have curtailed
operations, negatively impacting revenues and forcing additional
streamlining of Quorum's cost structure.
Throughout 2015 Quorum's ERP-focused software allowed for some
intermediate-term operating stability, given the recurring nature
of the contractually-based subscription and maintenance fees the
company earns. However, the depressed operating environment has
been longer and deeper than expected and appears to have caught up
with the company, as evidenced by the bankruptcies of a handful of
customers in its upstream O&G segment, from which Quorum derives
half of its revenues.
Additional cost cutting is likely this year, contributing to
Moody's expectations of free cash flow of close to $10 million
(similar to last year's level), representing mid-single-digit
percentages of total debt, which is strong for the B3 ratings
category. Quorum's adequate liquidity supports the ratings, and is
reflected in the company's positive free cash flows and a cash
balance of at least $10 million over the next year. However, the
company may lose effective access to the undrawn, $15 million
revolver later in 2016 given the step-down in the leverage
covenant, to 5.25 times by the end of 2016. The company faces
tightening leverage covenants in the term facility as well, with
the leverage covenant tightening to 7.0 times by the end of 2016.
Although Moody's expects the company to be in compliance with this
covenant over the next year, a sharper than expected decline in
profitability could make compliance with this covenant more
challenging.
The negative outlook reflects the possibility that Quorum's end
markets may fail to stabilize in the second half of this year, and
as a result leverage could deteriorate more rapidly, which in turn
could make compliance with financial covenants in the term loan
facility challenging. Moody's could upgrade the ratings if both
revenue and EBITDA stabilize such that total debt-to-EBITDA remains
below 6.0 times and free-cash-flow-to-total-debt exceeds
mid-single-digit percentages on a sustained basis. Moody's could
downgrade the ratings if revenues and EBITDA deteriorate more than
expected, reflective, perhaps, of an even more prolonged depression
in O&G markets. The ratings could also be downgraded if Moody's
expects that the worsening leverage trend will not start to reverse
itself next year, if liquidity shows signs of deteriorating, or
compliance with financial covenants appears increasingly
challenging.
Headquartered in Houston, TX, Quorum is a software development and
consulting company that designs, develops, implements, and supports
enterprise resource planning software solutions to companies in the
North American energy industry. The company is owned by affiliates
of Silver Lake Partners as the result of a mid-2014 LBO. Moody's
estimates that Quorum's 2016 revenues will be roughly $90 million,
a more than 10% decline from 2015.
The principal methodology used in these ratings was Software
Industry published in December 2015.
QTS REALTY: S&P Puts 'B+' CCR on CreditWatch Positive
-----------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating on
Overland Park, Kan.-based QTS Realty Trust Inc. on CreditWatch with
positive implications.
"The CreditWatch placement follows our review of the real estate
characteristics of some data centers (see "Credit FAQ: Analyzing
the Real Estate Characteristics of Data Centers," published
July 25, 2016)," said S&P Global Ratings credit analyst Rose
Askinazi.
While these companies are not pure landlords, they do exhibit real
estate characteristics that can support somewhat more leverage than
most other telecom companies, particularly considering S&P's
favorable view of the data center industry.
In resolving the CreditWatch placement, S&P will be taking a
holistic view of the operating model, contract terms, and customer
mix of QTS to achieve ratings comparability across sectors. S&P
intends to resolve the CreditWatch placement in the coming weeks
and believe any upgrade is likely to be limited to one notch.
SARATOGA RESOURCES: Bankruptcy Court Approves Disclosure Statement
------------------------------------------------------------------
Saratoga Resources, Inc. on July 26, 2016, disclosed that the U.S.
Bankruptcy Court, Western District of Louisiana has issued an Order
and Notice Approving Disclosure Statement, Fixing Time for Filing
Acceptances or Rejections of Plan, Fixing Date for Confirmation
Hearing and Requiring a Tabulation of Voting (the "Order").
Pursuant to the Order, the Bankruptcy Court approved the Company's
Disclosure Statement , fixed the date for filing objections to, and
for filing acceptances or rejections of, the Company's Plan of
Reorganization for August 16, 2016 at 5:00 p.m. CST, and fixed the
date of a hearing for confirmation of the Plan for Aug. 23, 2016 at
1:30 p.m. to be held at 214 Jefferson Street, Suite 100, Lafayette,
Louisiana.
The Order, Plan and Disclosure Statement, each with exhibits
thereto, are on file and available for review at the Office of the
Clerk of Court at the Bankruptcy Court at the above address and on
the Court's Web site http://www.lawb.uscourts.gov/
Copies of the Order, Plan, Disclosure Statement (including exhibits
to each, as applicable) may be downloaded from a special page set
up on the website of bankruptcy counsel for the Company, without
cost, at http://hellerdraper.com/harvest/
The Company will also provide, at no cost, a paper or electronic
copy of the Plan, Disclosure Statement and Order to any person who
makes a written request upon bankruptcy counsel either by mail, fax
or e-mail to:
Heller, Draper, Patrick, Horn & Dabney, L.L.C.
Attn: Kelly Fritscher
650 Poydras Street, Suite 2500
New Orleans, Louisiana 70130-6103
Fax: (504) 299-3399
About Saratoga Resources
Saratoga Resources -- http://www.saratogaresources.com/-- is an
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana. Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf. Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.
Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015. The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).
The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.
SHIRLEY & CHARLES BUAFO: Selling Naples Condo Unit for $2.05M
-------------------------------------------------------------
Shirley Monica Buafo and Charles Kingsford Buafo on July 21, 2016,
filed a motion asking the U.S Bankruptcy Court for the Middle
District of Georgia, Macon Division, to authorize the sale of their
residential real estate located at 6597 Nicholas Blvd., #1102,
Naples, Florida, to Patricia K. Hawley for $2,050,000.
As of the Petition Date, Chase Mortgage, which holds a first
priority mortgage against the property, is owed $42,678 in
principal and interest.
As of the Petition Date, Nantahala Bank & Trust Company
("Nantahala"), which holds a second priority mortgage against the
property, is owed $650,000 in principal and interest.
Nantahala holds a first priority mortgage against certain property
owned by Diamond Falls Estates, LLC, which is located in Franklin,
North Carolina. The value of such property is sufficient to fully
satisfy the entire amount of Nantahala's purported lien (provided
Nantahala prevails in the Adversary and the Appeal).
The Debtors propose to sell the property to the purchaser in an
orderly fashion. The sale of the property will produce sufficient
proceeds to pay all existing liens against the property, and will
provide substantial proceeds for distribution to the general
unsecured creditors of Debtors' estate.
The key terms of the Purchase Agreement are summarized as follows:
(1) Purchase Price: Purchaser will pay the sum of $2,050,000 for
the property at closing.
(2) Contingencies: The Purchase Agreement does not have any
contingencies. The purchase is a "cash" transaction with no
financing contingency.
(3) Broker(s): Debtors broker is John R Wood Properties, which
was approved, as Debtors' broker, by Court Order dated June 15,
2016.
(4) Deposit: Purchaser made an initial earnest money deposit in
the amount of $25,000. Under the agreement, purchaser will make an
additional deposit in the amount of $180,000 within 15 days after
the effective date of the agreement.
(5) Closing Date: The closing shall occur on or before Aug. 26,
2016.
The Debtors propose to satisfy the first mortgage and hold the
remaining sales proceeds, in trust, with Debtors' counsel until the
Court approves the Distribution of such proceeds in accordance with
Debtors' plan of reorganization or other Order of the Court.
Counsel for the Debtors:
John A. Moore
THE MOORE LAW GROUP, LLC
1745 Martin Luther King Jr. Dr.
Atlanta, GA 303014
Telephone: (404) 758-9111
Facsimile: (888) 553-0071
About the Buafos
Shirley Monica Buafo and Charles Kingsford Buafo own certain
residential real estate located at 6597 Nicholas Blvd., #1102,
Naples, Florida 34108. The Property is a condominium and was
purchased by Debtors as a second home and long-term investment.
The Buafos sought Chapter 11 protection (Bankr. M.D. Ga. Case No.
16-51087) on June 2, 2016. The Debtors are currently managing
their estate as debtors-in-possession pursuant to Section 1107 of
the Bankruptcy Code. To date, no official committee of unsecured
creditors has been appointed in this case.
SIMPLY FASHION: Liquidating Trustee Hires CBIZ as Advisors
----------------------------------------------------------
Charles M. Berk, the Liquidating Trustee of the Simply Fashion
Liquidating Trust, asks for permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Esther DuVal
and CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.
as financial advisors and accountants to the Liquidating Trustee.
Among other things, the Liquidating Trustee requires the services
of accountants to prepare:
(a) an annual grantor trust return as provided under the
Liquidating Trust Agreement;
(b) a report to the Liquidating Trust Advisory Committee setting
forth (i) the receipt and disposition by the Liquidating
Trustee of property of the Debtors' estates during such
period, including the amounts, recipients and dates of any
Distribution; (ii) any Disputed Claims resolved by the
Liquidating Trustee (iii) all known material non-Cash
assets of the Debtors remaining to be disposed of; (iv) the
status of all Causes of Action; (v) an itemization of all
expenses the Liquidating Trustee anticipates will become
due and payable with the subsequent quarter; and (vi) the
Liquidating Trustee's forecast of cash receipts and
expenses for the subsequent quarter; and
(c) an analysis and forensic accounting services to assist the
Liquidating Trustee in his pursuit of litigation claims
against third parties.
The Trustee also needs the accountant to:
(a) assist the Liquidating Trustee with the preparation of
the final accounting and assist the Liquidating Trustee
with the Final Report; and
(b) provide any and all other accounting services necessary
to the discharge of the Liquidating Trustee's duties.
Esther DuVal and CBIZ have agreed to be compensated on a general
retainer basis, pursuant to 11 U.S.C. sections 327 and 330.
Esther DuVal, managing director of CBIZ, 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.
CBIZ can be reached at:
Esther DuVal
CBIZ ACCOUNTING, TAX AND
ADVISORY OF NEW YORK, LLC
1065 Avenue of the Americas
New York, NY 10018
Tel: (212) 790-5850
E-mail: eduval@cbiz.com
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SIMPLY FASHION: Trustee Taps GrayRobinson as General Counsel
------------------------------------------------------------
Charles M. Berk, the Liquidating Trustee of the Simply Fashion
Liquidating Trust, asks for permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Robert A.
Schatzman, Esq. and the law firm GrayRobinson, P.A. as general
counsel to the Liquidating Trustee.
The Trustee needs Mr. Schatzman and GrayRobinson:
(a) to give advice to the Liquidating Trustee with respect to
his powers, duties and responsibilities as Liquidating
Trustee under the terms of the Liquidating Trust Agreement;
(b) to prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary
in the administration of the Liquidating Trust;
(c) to protect the interest of the Liquidating Trustee in
all matters pending before the Court;
(d) to represent the Liquidating Trustee in any and all
meetings and/or negotiations with parties in interest; and
(e) to analyze and prosecute litigation claims, specifically
avoidance actions under 11 U.S.C. sections 547, 548 and
550.
Mr. Schatzman and GrayRobinson have agreed to be compensated on a
contingency fee basis as follows:
-- 20% of the gross recovery by the Liquidating Trustee before
the commencement of litigation;
-- 25% of the gross recovery by the Liquidating Trustee after
the commencement of litigation but before mediation; and
-- 30% of the gross recovery by the Liquidating Trustee after
mediation.
Mr. Schatzman and GrayRobinson will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Robert A. Schatzman, shareholder of GrayRobinson, 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.
GrayRobinson can be reached at:
Robert A. Schatzman, Esq.
GrayRobinson, P.A.
333 SE 2nd Avenue, Suite 3200
Miami, FL 33131
Tel: (305) 416-6880
Fax: (305) 416-6887
E-mail: robert.schatzman@gray-robinson.com
About Simply Fashion Stores
Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.
Adinath Corp. is the general partner of Simply Fashion. It is
owned 100% by Bhavana Shah.
On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885). The cases are under the Honorable Laurel M.
Isicoff.
The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.
Simply Fashion estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.
On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.
* * *
On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets. Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd." The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension. The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016. The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.
SPIRIT AIRLINES: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for Spirit
Airlines, Inc. at 'BB+'. The Rating Outlook is Stable. Fitch has
also affirmed the ratings on Spirit's 2015-1 series of enhanced
equipment trust certificates.
Fitch said, "The rating is supported by Spirit's solid
profitability, healthy liquidity, and low cost structure. Spirit's
cost advantage over its peers remains a significant ratings factor
as it provides the company a meaningful cushion to operate through
potential future economic downturns while maintaining adequate
financial health. The company's 20%+ EBIT margins have put it among
the most profitable airlines in the industry for the past five
years. Despite significant unit revenue headwinds and Fitch's
expectations that operating margins will decline from highs seen in
2015, Spirit is still expected to generate above average margins
throughout our forecast period."
Fitch's primary rating concerns revolve around the high levels of
capital spending required to support Spirit's growth plans and
around increasing competition from the major carriers. Heavy
capital spending and higher debt balances combined with top-line
revenue pressures stemming from increasing industry competition and
low oil prices may cause credit metrics to deteriorate modestly
over the near term. Competition is also a particular area of focus
for Spirit as the major network carriers are increasingly willing
to matching Spirit's low fares and are introducing various stripped
down economy products to better compete with ultra-low cost
carriers. Other concerns are typical of the airline industry and
include Spirit's unionized workforce, high degree of operating
leverage, exposure to fluctuating fuel prices, and exogenous shocks
that could cause demand for travel to drop quickly.
KEY RATING DRIVERS
Solid Profitability Despite Headwinds: Spirit remains one of the
most profitable airlines in the industry despite facing serious
unit revenue headwinds and increased competitive pressure. Spirit's
EBIT margins increased by 3.1 percentage points in the latest 12
month (LTM) period ended March 31, 2016 to 23.7% due to lower fuel
prices. Spirit's margin premium to the industry average decreased
over that time as it faced unit revenue pressures of a greater
magnitude than its peers. Nevertheless, Spirit remains highly
profitable, and Fitch forecasts that Spirit's margin advantage over
its peers is sustainable over the intermediate term, with larger
airlines facing some unit cost headwinds while Spirit has
opportunities to maintain or incrementally improve its unit cost
basis. A significant unknown in Spirit's cost structure is its open
pilot contract, which became amendable in August 2015. The
ratification of a new contract will likely involve meaningful pay
increases for Spirit's pilots, following the trend in the industry.
Pay raises may be at least partially offset by work rule changes,
the cost benefits from the ongoing upgauging of Spirit's fleet, and
benefits of scale as Spirit expands.
Fitch said, "Unit Revenue Weakness is a Near-term Concern: Fitch
expects unit revenues to remain pressured at least through the
remainder of 2016, following a sharp decline in 2015. Our forecast
anticipates that unit revenues will stabilize or improve modestly
thereafter based on some of the actions that Spirit is taking,
including modifying its schedule in order to run a more reliable
operation, and based on expectations that fare actions across the
industry may reflect oil prices that have rebounded from recent
lows. Should unit revenues remain weaker than what Fitch
anticipates, the combination of a smaller top-line and a rising
debt balance could cause Spirit's leverage metrics to rise above
levels that support Spirit's current rating. Revenue pressures over
the past year have been driven by a confluence of factors including
sharply lower fuel prices, Spirit's rapid capacity growth, and
increasing competition from the major network carriers. The
magnitude of Spirit's RASM decline has been greater than Fitch's
prior expectations."
Mixed Credit Metrics: Spirit currently operates with a small amount
of debt on its balance sheet and remains in a net cash position. On
an adjusted basis (including operating leases), Fitch calculates
Spirit's total adjusted debt/EBITDAR at 3.4x as of March 31, 2016.
While Spirit's leverage has ticked up slightly over the past year,
its position among its peer group has suffered as leverage metrics
for much of the rest of the industry improved sharply as fuel
prices have fallen and as some airlines have paid down debt. Fitch
expects that total adjusted leverage may tick up into the 3.5x-4x
range over the next year depending on fuel prices and the unit
revenue environment, but over the longer term, leverage is expected
to remain near or slightly above current levels.
While Spirit's leverage is moderate, its coverage metrics are weak
compared to some peers because of the company's heavy use of
operating leases. Funds from operations (FFO)/fixed charge coverage
as of March 31 was 3.1x, which is up from 2.1x a year ago, but
remains weak compared to its peer group. Fitch expects coverage
metrics to improve over the next several years due to the benefits
of owning some aircraft versus having 100% operating leases. Spirit
is also able to negotiate lower aircraft lease rates as it grows in
size and as its credit profile improves.
Sustained Negative Free Cash Flow (FCF): Fitch expects Spirit's FCF
to remain negative for the intermediate term as high capital
spending is sustained by heavy aircraft deliveries in the coming
years. Fitch's forecast anticipates that FCF will be between 0 and
-$200 million annually for the next three years.
EETC Ratings:
Fitch said, "The 'A' rating on the 2015-1 class A certificates is
primarily based on a significant amount of overcollateralization
and a high quality pool of underlying assets. Since Fitch initially
rated the transaction, loan-to-value ratios have deteriorated
slightly compared to our initial expectations; nevertheless, the
transaction remains heavily overcollateralized."
The class B certificate rating of 'BBB+' is notched up from
Spirit's corporate rating of 'BB+'. The three notch differential
reflects Fitch's view that the affirmation factor for this pool of
aircraft is high, and due to the presence of an 18-month liquidity
facility.
KEY ASSUMPTIONS
-- Capacity growth sustained in the mid-teens throughout the
forecast period.
-- Continued moderate economic growth in the U.S. over the near
term, translating into stable demand for air travel.
-- Jet fuel prices equating to roughly $60/barrel on average for
2017, increasing to approximately $70/barrel by the end of the
forecast period.
-- High single digit RASM decline in 2016 followed by low growth
thereafter.
RATING SENSITIVITIES
Factors that could individually or collectively cause Fitch to take
a positive rating action include:
-- Total adjusted debt/EBITDAR falling below 3x on a sustained
basis (debt/EBITDAR as of March 31, 2016: 3.4x).
-- FCF trending towards positive.
-- FFO fixed charge coverage ratio sustained at or above 3x.
Factors that could individually or collectively cause Fitch to take
a negative rating action include:
-- Total adjusted debt/EBITDAR rising towards 4x on a sustained
basis.
-- Liquidity as a percentage of LTM revenue falling below 20% on
a sustained basis (as of March 31, 2016: 41%).
-- Material weakness in revenue or a sharp uptick in costs
resulting in EBIT margins sustained below 12% (as of March 31,
2016: 23.8%).
-- Difficulties managing planned capacity growth which cause
Fitch to make material negative revisions to its financial
projections.
LIQUIDITY
Financial Flexibility Remains Solid: As of March 31, 2016, Spirit
had a cash and equivalents balance of $902 million, equal to 41.3%
of LTM revenue. Spirit's cash equivalents consist of highly liquid
money market funds. The company also maintains two lines of credit
totaling $66.6 million. The credit lines consist of an $18.6
million line related to corporate credit cards which the company
uses for interrupted trip expenses, crew hotels, etc., and a $48
million line available for both physical fuel delivery and jet fuel
derivatives. As of March 31, 2016, the company had drawn $9.8
million on the former and $7.4 million on the latter. The company
also maintains $25.2 million in unsecured standby letter of credit
(LOC) facilities, as of March 31, the company had $14.2 million in
outstanding LOCs under this facility. Spirit's financial
flexibility is supported by the absence of significant near-term
debt maturities and the fact that it has no pension obligations.
It's recent purchase of two airbus A319s off of operating leases
and the possibility that it may purchase more in the near term also
starts to build Spirit's unencumbered asset base.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Spirit Airlines, Inc.
-- Issuer Default Rating at 'BB+'.
Spirit Airlines Pass Through Trust Certificates, Series 2015-1
-- Class A certificates at 'A';
-- Class B certificates at 'BBB+'.
SPORTS AUTHORITY: Unsecured Creditors Seek Quick End to Bankruptcy
------------------------------------------------------------------
The American Bankruptcy Institute, citing Tom Hals of Reuters,
reported that unsecured creditors of the bankrupt retailer Sports
Authority are seeking to convert the case to a quick liquidation,
saying in a court filing the company should not waste its dwindling
funds preparing a plan to end its Chapter 11.
According to the report, the unsecured creditors argued the company
is "administratively insolvent," meaning it cannot even pay the
cost of running its bankruptcy case, which was filed in Wilmington,
Delaware. To allow Sports Authority to remain in Chapter 11 and
spend money preparing the required bankruptcy exit plan would make
creditors worse off, the report related, citing the unsecured
creditors.
"It is time for these cases to end," said the court filing by the
official committee of unsecured creditors, the report further
related.
If the case were converted to a Chapter 7 liquidation, a trustee
would be appointed to wind down the case much more quickly than if
it remained in Chapter 11, the report said.
In the filing, the creditors also said that Sports Authority is
unfairly prioritizing some administrative costs of the case over
others, the report added. The creditors said $23 million has been
set aside for lawyers and advisers and $2.85 million for bonuses
for executives, yet landlords and suppliers are still waiting for
their administrative payments, the report noted.
About Sports Authority Holdings
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors. Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.
ST. JAMES NURSING: Disclosure Statement Has Preliminary OK
----------------------------------------------------------
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. James Nursing and Physical
Rehabilitation Center, Inc., et al.'s Disclosure Statement.
On July 8, 2016, the Debtors filed an Amended Combined Plan of
Reorganization and Disclosure Statement.
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.
12, 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 Debtors must file a signed ballot
summary indicating the ballot count.
About St. James Nursing
St. James Nursing & Physical Rehabilitation Center Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 16-42333) on Feb. 22, 2016. The petition was signed
by Bradley Mali, president.
St. James Nursing is represented by Michael E. Baum, Esq., at
Schafer and
Weiner, PLLC. The case is assigned to Judge Phillip J. Shefferly.
St. James Nursing estimated assets of up to $50,000 and debts of $1
million to $10 million.
SUNEDISON INC: Selling Australia Biz. for $8.7M to Flextronics
--------------------------------------------------------------
SunEdison, Inc., and certain of its affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a motion to
sell their portion of the global channel business and the Australia
Business to Flextronics International USA, Inc., for $8.7 million,
without any overbidding.
A hearing will be held on Aug. 11, 2016 at 10:00 a.m. (ET) before
the Honorable Stuart M. Bernstein, U.S. Bankruptcy Judge, at the
One Bowling Green, Courtroom 723, New York, New York. The
objection deadline in on Aug. 4, 2016 at 4:00 p.m. (ET).
SunEdison is one of the world's leading developers of
renewable-energy solutions. The company's residential and small
commercial ("RSC") business unit is an international, multi-channel
operation selling photovoltaic solar systems and equipment in the
United States, European Union, as well as in Latin America and
Australia, to residential and small commercial customers.
The United States residential business being sold as part of the
Asset Purchase Agreement ("APA") is primarily business-to-business
-- i.e., it sells directly to dealers. The APA also includes the
sale of SunEdison's Australia Business and certain assets of the
residential Business in Spain and Mexico.
The Australia Business is the solar and energy business of
SunEdison Australia Pty Ltd and SunEdison New Zealand Limited in
Australia and New Zealand.
In particular, beginning in early May, and continuing until July
18, 2016, Rothschild contacted 320 potential buyers regarding the
company's assets, of which 229 of these parties entered into
non-disclosure agreements ("NDAs") with the Debtors to further
explore the potential purchase of certain of the company's assets.
Rothschild spoke to more than 30 parties specifically about the RSC
business (or RSC in combination with some other business unit) of
which 15 executed the NDA. After discussions with the parties that
entered into NDAs, including the buyer, the Debtors determined in
their business judgment that the offer by the buyer was the highest
and/or best offer available for the purchased assets, and entered
into the sale transaction.
A summary of the principal terms of the APA is as follows:
a. Purchase Price: $8,700,000, subject to certain purchase price
adjustments.
b. Sellers: Both Debtors and non-Debtors.
c. Purchased Assets: Consist largely of various contracts,
inventory, equipment (including office equipment), and intellectual
property used in the Global Channel Business and the Australia
Business.
d. Releases: None.
As a result of the fulsome marketing and sales process that has
transpired, and the extensive arm's-length negotiations among the
parties, the Debtors believe that the sale of the purchased assets
to the buyer will maximize the value of the Debtors' estates for
the benefit of all their creditors, their stakeholders, and other
parties in interest.
The sale of the Purchased Assets pursuant to the APA does not
contemplate an auction or other further competitive bidding
process. The Debtors believe that an expedited sale of
the Purchased Assets to the Buyer provides the best opportunity to
maximize value, particularly given the extensive marketing process
and the lack of any other alternative offer. The Debtors
believe that the delay resulting from an auction or further bidding
process would result in significant value degradation and the
failure to achieve a higher or better offer for the Purchased
Assets from any other potential purchaser.
Counsel to Flextronics:
CURTIS MALLET-PREVOST, COLT & MOSLE LLP
101 Park Avenue
New York, New York 10178
Attn: Steven J. Reisman
Cindi M. Giglio E-mail:
sreisman@curtis.com
cgiglio@curtis.com
About SunEdison, Inc.
SunEdison, Inc., (OTC PINK: SUNEQ) is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the
development, manufacture and sale of silicon wafers to the
semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors
and Prime Clerk LLC as claims and noticing agent. The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
SUNEDISON INC: To Explore Options for Class B TerraForm Shares
--------------------------------------------------------------
SunEdison on July 25, 2016, said that it will be working
collaboratively with TerraForm Power and TerraForm Global to
explore value creation options for SunEdison's controlling Class B
shares in both companies. This initiative will be conducted
through a jointly managed sales process and accompanying marketing
protocol.
John S. Dubel, CEO of SunEdison, said: "This is a collaborative
undertaking, marking the next step in SunEdison's chapter 11
process as we explore restructuring options including whether to
monetize our interests in TerraForm Power and TerraForm Global."
About SunEdison, Inc.
SunEdison, Inc., (OTC PINK: SUNEQ) is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors And
Prime Clerk LLC as claims and noticing agent. The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and KPMG
LLP as their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
T.E. BERTAGNOLLI: Manager Selling Carson Property to Buschs
-----------------------------------------------------------
Christina W. Lovato, former Chapter 11 trustee and current manager
of the reorganized debtor T.E. Bertagnolli & Associates, asks the
U.S. Bankruptcy Court for the District of Nevada to authorize the
sale of certain equipment and vehicles, currently located on the
Reorganized Debtor's property at 7400 Brunswick Canyon Road, Carson
City, Nevada ("Brunswick Canyon") to Dennis & Linda Busch for
$2,625.
On July 2, 2015, the Court approved the employment of AssetNation,
Inc., an affiliate of Richie Bros. Auctioneers (America), Inc.,
doing business as Equipment One, as the Trustee's online auctioneer
and to inventory the Debtor's equipment and vehicles located on the
Debtor's property at the Brunswick Canyon.
On Jan. 26, 2016, the Court approved the employment of Richie Bros
Auctioneers (America), Inc. ("Richie Bros.") as the Trustee's
Auctioneer for live auctions.
On March 2, 2016, the Court entered the Order Granting Motion to
Sell Property of the Estate Free and Clear of Liens Claims and
Encumbrances ("Sale Order"), which authorized the Reorganized
Debtor's Manager to sell certain property identified in the Motion
via live public auction through Richie Bros. and/or online auction
through Equipment One to best maximize the value of the assets.
Between May 9, 2016 and June 15, 2016, Richie Bros. removed the
majority of the property to be auctioned from Brunswick Canyon and
transported those items to the live auction site; however, smaller,
hard to transport or non-working pieces of equipment remained at
Brunswick Canyon.
On June 23, 2016, Richie Bros. held a live public auction and sold
the majority of the property approved for sale in the Sale Order.
Thereafter, Richie Bros. had numerous issues with auction buyers
retrieving their purchased equipment from Brunswick Canyon. Richie
Bros. informed the Manager that the Debtor -- who resides at
Brunswick Canyon -- has been interfering with the auction and
retrieval process by, at times, arguing with the auctioneer and
purchasers regarding the release of certain equipment sold at live
auction to buyers who came to Brunswick Canyon to retrieve
purchased items.
With these reasons as well as the relatively low value in the
remaining unsold property, much of which is not in working
condition, Richie Bros. and Equipment One determined that they
would not move forward with selling the remaining unsold property
that had been approved for sale in the Sale Order.
Richie Bros. then put the Manager directly in contact with certain
potential buyers. On July 7, 2016, the Manager and Busch Heavy
Equipment Repair, by and through its owners, Dennis & Linda Busch
("Buyer"), reached an agreement for the purchase various equipment
and vehicles. On July 21, 2016, the parties entered into a
Purchase Agreement.
The terms of the proposed sale are as follows:
a. The purchase price is $2,625.
b. The Buyer will remove the property from the current location
at the Buyer's own expense upon Court approval of this sale.
c. The sale is "as is, where is" without any representations or
warranties whatsoever, whether express, implied or imposed by law.
On July 8, 2016, the Buyer wired the full Purchase Price to the
Manager. The Debtor has informed the Manager that he believes the
sale price for the property is too low and that the Manager is
obligated to obtain the Court's approval of the proposed sale, thus
necessitating the Motion.
The Manager believes that a sale directly to the Buyers would be
more advantageous than an online auction in which numerous
different buyers would buy items piece by piece and would be
required to come to Brunswick Canyon to remove purchased property
and continually make contact with the Debtor.
A copy of the Purchase Agreement and the list of equipment and
vehicles to be sold attached to the Motion is available for free
at:
http://bankrupt.com/misc/Tim_Bertagnolli_451_Sales.pdf
Christina W. Lovato is represented by:
Cecilia Lee
Elizabeth High, Esq.
DAVIS GRAHAM & STUBBS LLP
50 West Liberty Street, Suite 950
Reno, Nevada 89501
Telephone: (775) 229-4219
Facsimile: (775) 403-2187
E-mail: cecilia.lee@dgslaw.com
elizabeth.high@dgslaw.com
About T.E. Bertagnolli
On Feb. 20, 2015, Tim E. Bertagnolli and T.E. Bertagnolli &
Associates, Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos.
15-50214 and 50215).
On May 26, 2015, the Bankruptcy Court entered its Order Approving
US Trustee's Appointment of Chapter 11 Trustee designating
Christina W. Lovato as Trustee of the Debtors' consolidated
bankruptcy estate.
On Feb. 25, 2016, the Court entered its Order Confirming Amended
Chapter 11 Plan. The confirmed Plan designates Christina W. Lovato
as Manager of the Reorganized Debtor.
Attorneys for former Chapter 11 Trustee and current Manager of
Reorganized Debtor, Christina W. Lovato, is represented by:
DAVIS GRAHAM & STUBBS LLP
Cecilia Lee, Esq.
Elizabeth High, Esq.
50 West Liberty Street, Suite 950
Reno, Nevada 89501
Tel: (775) 229-4219
Facsimile: 775.403.2187
E-mail: cecilia.lee@dgslaw.com
elizabeth.high@dgslaw.com
TENNESSEE SEAFOOD: Taps Lefkovitz, Mathis as Legal Counsel
----------------------------------------------------------
Tennessee Seafood, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Tennessee to hire a legal counsel
in connection with its Chapter 11 case.
Tennessee Seafood proposes to hire Steven Lefkovitz of Lefkovitz &
Lefkovitz, and Amy Bates of Mathis, Bates, Klinghard PLLC to
provide legal services, which include advising the company about
its rights and duties as a debtor-in-possession.
Mr. Lefkovitz and Ms. Bates will be paid $485 per hour and $350 per
hour, respectively. The billing rate for their associate lawyers
is $275 per hour while the billing rate for paralegals employed by
the attorneys is $125.
Both lawyers do not hold or represent any interest adverse to the
Debtor's estate, according to a court filing.
The firms can be reached through:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz
618 Church St Ste 410
Nashville, TN 37219
Phone: 615 256-8300
Fax: 615 255-4516
Email: slefkovitz@lefkovitz.com
-- and --
Amy Bates, Esq.
Mathis, Bates, Klinghard PLLC
412 Franklin Street
Clarksville, TN 37040
Phone: 931-444-3153
Fax: 931-278-6642
About Tennessee Seafood
Clarksville, Tennessee-based Tennessee Seafood, LLC, a franchisee
of Long John Silvers, filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 16-04928) on July 12, 2016. The Hon. Marian F.
Harrison is the case judge. The Debtor tapped Steven L. Lefkovitz,
Esq., at the Law Offices Lefkovitz & Lefkovitz, as counsel. The
Debtor disclosed $114,041 in assets and $2.38 million in
liabilities. The petition was signed by Farid Rostampour, chief
manager.
TERRA TECH: Incurs $4.14-Mil. Net Loss in March 31 Quarter
----------------------------------------------------------
Terra Tech Corp. filed with the Securities and Exchange Commission
its amended quarterly report on Form 10-Q/A-2 disclosing a net loss
of $4.14 million on $1.55 million of revenues for the three months
ended March 31, 2016, compared to a net loss of $2.15 million on
$763,353 of revenues for the same period in 2015.
At March 31, 2016, Terra Tech Corp. had total assets of $12.15
million, total liabilities of $4.58 million, and total
stockholders' equity of $7.58 million.
The Company's future success is dependent upon its ability to
achieve profitable operations and generate cash from operating
activities, and upon additional financing. Management believes
they can raise the appropriate funds needed to support their
business plan and develop an operating company which is cash-flow
positive.
However, the Company incurred net losses for the quarter ended
March 31, 2016, and has an accumulated deficit of approximately
$50.1 million at March 31, 2016. The Company has not been able to
generate sufficient cash from operating activities to fund its
ongoing operations. There is no guarantee that the Company will be
able to generate enough revenue and/or raise capital to support its
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the company's 10-Q/A-2 report is available for
free at:
https://is.gd/K82c2O
Terra Tech Corp.'s business consists of hydroponic produce and
cannabis products. The Newport Beach, California-based company's
hydroponic produce is locally grown while its cannabis products are
currently produced in its supercritical Co2 lab in California and
are sold in select dispensaries throughout the state. The company
plans to operate medical marijuana cultivation, production and
dispensary facilities in Nevada.
TESLA OFFSHORE: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Ernst & Young Inc.
Chapter 15 Debtors:
Name Case No.
---- --------
Tesla Offshore, L.L.C. 16-10867
36499 Perkins Road
Prairieville, LA 70769
Tesla Marine, Inc. 16-10868
Tesla Exploration Inc. 16-10869
Bergco, L.L.C. 16-10870
Type of Business: The Company is the largest seismic acquisition
company based in Canada, providing
internationally a comprehensive range of onshore
and offshore geophysical and geological services
to a client base across the oil, gas, mineral,
water and major civil engineering industries.
Chapter 15 Petition Date: July 25, 2016
Court: United States Bankruptcy Court
Middle District of Louisiana (Baton Rouge)
Chapter 15 Petitioner's Counsel: Laura F. Ashley, Esq.
Patrick R. Vance, Esq.
Elizabeth J. Futrell, Esq.
Mark A. Mintz, Esq.
Tyler J. Rench, Esq.
JONES WALKER LLP
201 St. Charles Avenue,
49th Floor
New Orleans, LA 70170-5100
Tel: 504-582-8118
Fax: 504-589-8118
E-mail: lashley@joneswalker.com
pvance@joneswalker.com
efutrell@joneswalker.com
mmintz@joneswalker.com
trench@joneswalker.com
- and -
Brandon K. Black, Esq.
JONES WALKER LLP
Four United Plaza
8555 United Plaza Blvd.
Baton Rouge, Louisiana 70809
Tel: (225) 248-2150
Fax: (225) 248-3350
E-mail: bblack@joneswalker.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
TESLA OFFSHORE: Seeks U.S. Recognition of Canadian Proceeding
-------------------------------------------------------------
Ernst & Young, Inc., the court-appointed receiver and manager and
authorized foreign representative of Tesla Offshore, L.L.C., Tesla
Marine, Inc., Tesla Exploration Inc., and Bergco, L.L.C., filed
Chapter 15 petitions in the U.S. Bankruptcy Court for the Middle
District of Louisiana on July 25, 2016, seeking recognition in the
United States of a proceeding currently pending in Canada.
The Chapter 15 Debtors are part of a group of Canadian-based
companies that have been placed into a receivership proceeding
under the Bankruptcy and Insolvency Act in Canada. As the Receiver
executed its charge in the Receivership Order, it seeks protection
for the Debtors' assets in the United States and cooperation with
the Canadian Court.
On July 22, 2016, the HSBC Bank Canada, the Tesla Entities' lender,
issued a Demand and a Notice pursuant to Section 244(1) of the
Bankruptcy and Insolvency Act and Notice of Intention to Enforce
Security. On July 25, 2016, HSBC Bank Canada filed an application
for receivership with the Court of Queen's Bench of Alberta in the
Judicial Centre of Calgary, Canada. The Company consented to the
appointment of a receiver, and on the same day, the Canadian Court
granted a Consent Receivership Order.
The Receivership Order empowers and authorizes the Receiver to take
numerous steps involving the property of the entities subject to
the Canadian Proceeding. Additionally, the Receivership Order
imposes a stay of proceedings against the Receiver, the Debtors, or
the Debtors' property similar to the protections available under
11.
Headquartered in Calgary, Alberta, the Company claims to be the
largest seismic acquisition company based in Canada, providing
internationally a comprehensive range of onshore and offshore
geophysical and geological services to a client base across the
oil, gas, mineral, water and major civil engineering industries.
The Company was founded in 1999 and has been operating continually
throughout Canada, the United States, Europe and Africa.
"In reaction to the steep drop in the price of oil as of the second
half of 2014, oil companies started reducing their capital and
operational spending on exploration, development, and production.
Further spending reductions continue to this day as the oil price
has not yet started to recover significantly. This has resulted in
lower work volumes and margin pressure for oil service companies,"
said Laura F. Ashley, Esq., at Jones Walker LLP, one of the
Canadian Receiver's attorneys.
Due to the decline in demand for seismic and geophysical services,
the Company's revenue has been significantly declining since 2015.
Revenue for the three months ended March 31, 2016, declined 32% as
compared to that of 2015, as disclosed in Court documents. EBITDA
over 2015-2016 decreased precipitously due to a steep fall of gross
margin in almost all the divisions, which was only partially offset
by cost-cutting measures such as reduction in staff and salary.
According to Court documents, the Company's United States division
continued to face a very weak seismic land acquisition market
corresponding with the steep drop in rig count across the remaining
active basins. As a consequence, revenues have declined
significantly and were limited to micro seismic monitoring
projects.
TJBC LLC: Selling Assets to All Access Capital for $465K
--------------------------------------------------------
TJBC, LLC, asks the U.S. Bankruptcy Court for the Central District
of California, Los Angeles Division, to authorize the sale of
substantially all assets to All Access Capital, LLC, for $465,000.
A hearing for the Motion is set for Aug. 11, 2016 at 8:30 a.m.
The Debtor is a limited liability company formed in 2012 for the
purpose of operating a restaurant. In June 2012, the Debtor
acquired the lease space with furniture, fixtures, and equipment
from Oak Fire Pizza Company, Inc., and operated the Debtor's
restaurant, Fatty's Public House, operations to early January 2016.
The Debtor did a remodel and switched to a food-oriented, rather
than drink-oriented, menu, and reopened as Open Air Kitchen + Bar.
Unfortunately, the Restaurant's new menu and settings never caught
on with clientele, and soon the Debtor could not generate the cash
flow necessary to pay its debts as they came due.
One of the larger debts that the Debtor could not pay as it was
coming due was its debt service to Oak Fire. The Debtor had
acquired the Restaurant, lease, and furniture, fixture and
equipment from Oak Fire for a purchase price of $525,000, of which
$300,000 was cash and $225,000 was financed with a promissory note
("Note") from the Debtor to Oak Fire secured by substantially all
of the Debtor' personal property pursuant to a security.
From January to April 2016, the Debtor's managers focused efforts
on new capital raises for a fresh restaurant launch for the Debtor
or a sale of the Debtor's assets for the highest price. In late
March 2016, the Debtor was able to find a buyer for its business at
a purchase price sufficient to pay off all of the Debtor's
creditors. While all other creditors and the landlord are prepared
to move forward with the proposed sale to the purchaser, Greg
Morris, a principal of Oak Fire, has blocked the sale with
frivolous claims to extort more money from the Debtor.
After having attempted multiple settlement offers with Morris to no
avail and the purchaser losing patience, the Debtor determined in
its reasonable business judgment that filing for chapter 11
bankruptcy to consummate the sale by way of Sec. 363(f) of the
Bankruptcy Code would be in the best interest of the creditors and
its estate. The purchaser's sale price of $510,000 (now reduced to
$465,000), all cash, is sufficient to pay all creditors in full.
Accordingly, the Debtor entered into Asset Purchase Agreement with
purchaser on May 10, 2016.
The purchase price offered by All Access is not subject to auction
or overbid.
A copy of the Asset Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/TJBC_LLC_12_Sales.pdf
The Debtor's total liabilities are estimated to be approximately
$340,000, comprised of:
(i) $79,793 of secured claims (including what the Debtor
believes is owed on the Note allegedly assigned to Morris from Oak
Fire);
(ii) $20,136 of priority unsecured claims to taxing authorities;
and
(iii) $237,501 of general unsecured claims (excluding Morris'
alleged disputed, unliquidated pending litigation claim in the
amount of $250,000 for fraud, fraudulent conveyance, and
conversion).
All valid secured claims will be paid in full from the sale
proceeds. The Debtor agrees to escrow up to $100,000 for the
disputed secured claim asserted by Morris for the secured Note
pending resolution of the dispute.
In connection with the sale, the Debtor seeks to assume the lease
($34,107) and assign it to the purchaser. The Debtor seeks a
determination from the Court of the cure amount for assumption of
the lease pursuant to 11 U.S.C. Section 365(b), which the Debtor
asserts should be in the amount of $34,1067 (plus $9,717 for rent
due on or about Aug. 1, 2016).
Proposed attorneys for the Debtor:
John-Patrick M. Fritz
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
10250 Constellation Boulevard, Suite 1700
Los Angeles, California 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
E-mail: JPF@LNBYB.COM
About TJBC, LLC
TJBC, LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
16-19299) on July 13, 2016. The Debtor estimated assets in the
range of $500,001 to $1 million and $100,001 to $500,000 in debt.
John-Patrick M. Fritz, Esq., at Levene Neale Bender Yoo Et Al
serves as the Debtor's counsel. The petition was signed by Travis
Lester and Justin Safier, managers.
TK SERVICES: Unsecureds to Get Up to 3% Recovery Under Plan
-----------------------------------------------------------
TK Services, Inc., filed its Disclosure Statement for the First
Amended Plan of Reorganization dated July 8, 2016.
Class 4(a)- General Unsecured Claims are impaired and will receive
a cash distribution in the amount by which the recovery from the
Litigation Claims exceeds the unpaid amount of the Allowed
Professional Fee Claims of the Committee Professionals. The
estimated amount of allowed claims is $3,961,938. The estimated
recovery on these claims is 0% to 3%.
The Plan will be funded by (a) cash held on the effective date, (b)
payments made under the facilities management contracts and from
the Debtor's operations, (c) collection of accounts receivable, (d)
the new value contribution; and (e) recoveries from the litigation
claims, and (f) funds that may be generated from, among other
things, the liquidation or other disposition of the assets.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb14-11062-420.pdf
The Disclosure Statement was filed by the Debtor's counsel:
Christopher S. Moffitt, Esq.
218 North Lee Street, 3rd Floor
Alexandria, VA 22314
Tel: (703) 683-0075
Fax: (703) 997-8430
E-mail: moffittlawoffices@gmail.com
TK Services Inc., based in Alexandria, Virginia, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 14-11062) on March 23, 2014.
The Hon. Brian F. Kenney presides over the case. The Debtor is
represented by the Law Offices of Christopher S. Moffitt, Esq. In
its petition, TK Services estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Joseph E.
Kim, president.
TOTAL HOCKEY: Customers' Information Included in Sale
-----------------------------------------------------
Total Hockey, Inc., and its affiliates ask the Bankruptcy Court for
an order determining that the proposed sale of substantially all of
their assets, including personally identifiable information, is
consistent with the Debtors' privacy policy. In the alternative,
the Debtors seek an order directing the Office of the U.S. Trustee
immediately to appoint a consumer privacy ombudsman, so that the
Ombudsman may address any applicable privacy issues and the Court
may approve the sale of personally identifiable information as part
of the Sale.
The Debtors' Privacy Policy disclosed to customers that "[i]n the
unlikely event of a sale or merger of Total Hockey Inc., our
customers' personal information and other information we have
collected as described in this policy may be among the transferred
business assets."
Pursuant to the Stalking Horse APA, the Debtors seek to sell and
transfer to the Stalking Horse Bidder personally identifiable
information consisting of "any and all customer, supplier, and/or
mailing and email lists as well as other proprietary information
owned by Seller affiliates associated with and used in the
Business," which is entirely consistent with the Debtors' Privacy
Policy which permits the transfer of such personally identifiable
information in connection with a sale.
Thus, the Debtors request a determination by the Court that the
proposed Sale by the Debtors to the Stalking Horse Bidder pursuant
to the Stalking Horse APA (or such other Successful Bidder after
the Auction), which includes personally identifiable information,
is consistent with the Debtors' Privacy Policy pursuant to section
363(b)(1)(A) of the Bankruptcy Code and that the appointment of an
Ombudsman pursuant to Section 332 of the Bankruptcy Code is not
necessary.
Given the expedited Sale process approved under the Bid Procedures
Order, including a Sale Hearing on Aug. 3, 2016, the Debtors
request that the Court direct the U.S. Trustee to appoint an
Ombudsman, if necessary, as soon as possible (so that the Ombudsman
can complete his or her duties under Section 332(b) of the
Bankruptcy Code prior to the Sale Hearing.
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, the 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.
TRIANGLE USA: Gibson, Young Representing 6.5% Sr. Noteholders
-------------------------------------------------------------
Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor,
LLP, in connection with the Chapter 11 cases of Triangle USA
Petroleum Corporation, et al., submit with the U.S. Bankruptcy
Court for the District of Delaware a verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure, disclosing
seven holders of the Debtor's 6.75% Senior Notes due 2022.
In accordance with Bankruptcy Rule 2019, a list of the names and
addresses of, and the nature and amount of all disclosable economic
interests held by, certain holders of the Debtors' 6.75% Senior
Notes due 2022 in relation to the Debtors is available for free at
http://bankrupt.com/misc/deb16-11566-121.pdf
The Noteholders' counsel can be reached at:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sean M. Beach, Esq.
Andrew L. Magaziner, Esq.
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: sbeach@ycst.com
amagaziner@ycst.com
-- and --
GIBSON, DUNN & CRUTCHER LLP
Matthew J. Williams, Esq.
Shira D. Weiner, Esq.
200 Park Avenue
New York, New York 10166-0193
Tel: (212) 351-4000
Fax: (212) 351-4035
E-mail: mjwilliams@gibsondunn.com
sweiner@gibsondunn.com
About Triangle USA
Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr.
D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are
pending before the Honorable Mary F. Walrath.
The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as financial advisor, PJT Partners
Inc. as investment banker and Prime Clerk LLC as claims & noticing
agent.
In its petition, TUSA estimated assets in the range of $500 million
to $1 billion and liabilities of up to $1 billion.
TRIVIAL DEVLOPMENT: Word Expressions-Led Auction on Aug. 15
-----------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois approved Trivial Development Corp.'s
bidding procedures for conducting an auction sale of substantially
all of its assets.
Word Expressions is the stalking horse for the sale and is entitled
to a break-up fee equal to $40,000 and bid protection of $50,000
with bidding in increments of $50,000, such that the next higher
offer will be $928,000.
A continued hearing on the Motion to modify the Plan is on Aug. 9,
2016 at 10:00 a.m. Any entity wishing to make an offer to acquire
the assets must contact the counsel on or before Aug. 12, 2016.
A qualified bidder consists of an offer to acquire the assets that
included at least these terms and conditions:
a. Offers to acquire the assets in a single lot for an amount
greater than $928,000;
b. Contains an executed copy of the Agreement by which the
entity signing to be bound by its terms and conditions upon
becoming the winning bidder, or such other terms and conditions
agreeable to Trivial Development and Fifth Third, in the exercise
of their sole discretion;
c. Agrees that if the proposed bidder is selected as the winning
bidder and fails to pay the balance of the purchase price, such
entity will forfeit its deposit and Trivial Development will be
free to close the sale of assets and issue a bill of sale to the
next highest bidder;
d. Is accompanied by a cash deposit of $50,000 and information
that, in Trivial Development's judgment, reflects an ability to pay
the balance of the purchase price and close the sale transaction in
the event the proposed bidder becomes the winning bidder;
e. Agrees that the offer will remain open as a back-up bid in
the event Trivial Development selects an alternate bid as the
winning bid at the auction and the original winning bid fails to
close the bid deadline;
If an auction takes place, it will occur at 1:00 p.m. on Aug. 15,
2016. Bidding will commence at the amount of the qualified offer
that, in Trivial Development's judgment, constitute the highest and
best offer as of the commencement of the auction.
A hearing to consider the entry of the Sale Order will be Aug. 16,
2016 at 10:00 a.m.
TDC's counsel:
William J. Factor
THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
105 W. Madison St.
Chicago, Illinois
Tel: 847-574-8233
E-mail: wfactor@wfactorlaw.com
Counsel to Fifth Third:
David Hazan
DIVER, GRACH, QUADE & MASINI, LLP
111 N. County St., Waukegan, IL
Tel: 847-662-2960
About Trivial Development
Trivial Development Corp. sought the Chapter 11 protection (Bankr.
N.D. Ill. Case No. 14-21378) on June 6, 2014. Judge Donald R.
Cassling is assigned to the case. The Debtor estimated assets in
the range of $100,000 to $500,000 and $1 million to $10 million in
debt. James P Mullally, Esq., at Konewko & Assoc. Ltd., serves as
the Debtor's counsel. The petition was signed by Lawrence J.
Balsamo, president.
UNITED MOBILE: iTalk Clarifies Decision to File Ch.11 for Unit
--------------------------------------------------------------
David F. Levy, Chief Executive Officer iTalk, Inc., on July 26,
2016, issued a letter to shareholders.
Dear Shareholders,
"Management wishes to clarify and explain to the iTalk shareholders
its decision to file Chapter 11 reorganization of its indirect
subsidiary, United Mobile Solutions, LLC. I understand the
concerns expressed by our shareholders regarding this action. I
want to assure the Company's shareholders that this tactical
maneuver, in this context, is a legitimate strategy to recapitalize
debt. Chapter 11 is often inaccurately equated to Chapter 7, which
administers the liquidation and demise of failed enterprises. O n
the contrary, Chapter 11 is a reorganization process that permits
otherwise viable companies, overburdened with debt and other
liabilities, to streamline their operations and continue forward.
It is an efficient interim process that provides a period of time
for the company to maintain normal operations and, with the
assistance of creditors, guide management in decisions to maximize
future value."
"Our objective, from the outset, was to reinforce the
infrastructure of the Company's master dealer business division.
This initiative sets the stage for virtually unlimited growth
potential and delivery of rapid and tangible results to our carrier
partners on a long-term basis; a move that translates directly into
value for the Company and investment appreciation for shareholders.
To achieve this objective, two hurdles had to be cleared; first, a
corporate restructuring to assure adequate and continuing financial
resources needed to build our distribution network, and second,
deleveraging of the Company's balance sheet by reducing or
eliminating debt and liabilities to attract needed equity
investment.
"iTalk's situation is not unique. The telecommunications industry
has experienced a dramatic shakeout within the last decade. Massive
investments in network infrastructure, intended to meet a projected
demand that never materialized, left many companies with crushing
debt and insufficient operating revenues. A wave of bankruptcy
reorganizations cleaned up the balance sheets of many companies in
the industry, including some of its largest players. Among these
are names like Charter Communications, Hawaiian Telecom, Integra
Telecom, Teligent, and Cable & Wireless USA. Similar successes have
occurred in other industries like manufacturing (General Motors and
Chrysler Corporation), transportation (Delta Airlines and US
Airways) and entertainment and publishing (Trump Entertainment
Resorts and Tribune Group). Over the course of 5 years, a trillion
dollars in debt was recapitalized into equity, cash or simply wiped
out.
"From its inception just a few years ago, United Mobile Solutions
LLC ("UMS") experienced remarkable growth and clearly demonstrated
its ability to successfully establish and build a thriving wireless
distribution network. However, diversification into wholesale
device distribution and cellular telephone refurbishment distracted
the Company from the focus of doing what it does best. Subsequent
closure of these unprofitable divisions refocused the Company in
the right direction but left it burdened with debt; frustrating its
ability to obtain needed financing to fund high margin retail
distribution opportunities.
"Unable to obtain adequate debt financing, management decided that
it was in the best interest of iTalk's shareholders to pursue a
course that would enable the Company to get back on track through
equity financing; a far more efficient and economical stratagem.
Earlier this year, the iTalk/UMS merger opened the door to access
significant equity investment capital through the sale of stock to
fund its new retail development strategy as a master dealer working
in concert with its carrier partners."
"Over the past several months, the merger has been implemented and
the Company has constructed a corporate framework to achieve
management's vision of building a successful national distribution
network. A final step in setting the stage for the remodeled
financial platform is the reorganization of the UMS subsidiary
under Chapter 11. This exercise will deleverage the Company's
balance sheet and secure capital investment to realize its
aggressive growth plan. We are confident that this model will
prove to be a win-win for all shareholders, partners and
stakeholders."
Sincerely, David F. Levy Chief Executive Officer iTalk, Inc.
About iTalk
iTalk is a full service solutions provider for the mobility
industry, specializing in retail and wholesale distribution, master
agent services, as well as providing turnkey dealer portal and
logistic solutions to its customers and dealers. iTalk currently
employs 30 people and is based in Norcross, GA with operations in
San Antonio, TX, Dallas TX, the Carolinas, Georgia and Miami, FL,
with planned expansion to growth markets throughout the United
States.
About United Mobile Solutions, LLC.
United Mobile Solutions, LLC, filed a chapter 11 petition (Bankr.
N.D. Ga. Case No. 16-62537) on July 20, 2016. The Debtor is a
carrier master dealer that operates and manages approximately 20
retail cellular phone stores. The Debtor's corporate offices are
located in Norcross, Georgia. The Debtor is represented by Cameron
M. McCord, Esq., at Jones & Walden, LLC. The Debtor estimated its
assets at less than $50,000 and its liabilities at more than $1
million at the time of the filing.
WCA WASTE: S&P Affirms 'B+' CCR, Outlook Remains Stable
-------------------------------------------------------
S&P Global Ratings affirmed its ratings on WCA Waste Corp.,
including the 'B+' corporate credit rating. The outlook remains
stable.
In addition, S&P assigned a 'B+' issue-level rating and '3'
recovery rating to WCA Waste System Inc.'s proposed $425 million
senior secured credit facilities. The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; lower half of
the range) recovery in the event of a default. The facilities will
consist of $125 million revolving facility and a $300 million term
loan B. WCA Waste Corp. plans to use the proceeds from the
proposed credit facilities to refinance its existing senior debt.
"The affirmation reflects our expectation the proposed refinancing
transaction will be leverage-neutral resulting in minimal change to
expected credit metrics," said S&P Global credit analyst Henry
Fukuchi. "The rating affirmation reflects our expectation of
limited change in covenant headroom and liquidity," he added.
The outlook on Houston-based WCA Waste Corp. is stable, reflecting
operating trends and financial policies supporting the current
ratings. For the current ratings, S&P expects the company's
FFO-to-adjusted-debt ratio to remain between 12% and 20%. Steady
revenue streams from its landfills and collection operations, a
decent market presence in the South, and contributions from
acquisitions should help diversify WCA's service mix and support
operating results.
If competitive pressures or operating inefficiencies contribute to
significant deterioration in WCA's earnings, then this could result
in reduced covenant cushions and liquidity or an inability to
maintain the target financial ratio. For example, if EBITDA
margins were to compress by more than 200 basis points from current
levels, this could result in the headroom under WCA's proposed debt
to EBITDA covenant to fall below 10% cushion levels. This could
limit the company's availability under its revolving credit
facility, and could prompt S&P to consider a downgrade. In another
scenario, S&P may also consider a downgrade if the company
increases its debt leverage to fund an acquisition or for an
imprudent use of cash, and its FFO to adjusted debt ratio falls
below 12% with unlikely prospects for improvement.
Given WCA's limited competitive position and diversity relative to
other solid waste services companies, along with its current
capital structure in relation to its cash flow generation ability,
an upgrade appears unlikely in the next year. However, if the
company were able to increase its FFO to adjusted debt ratio above
20% on a sustained basis, S&P could consider an upgrade. In
addition, S&P would also need to believe that future financial
policies will support this improved level on a sustained basis.
WEST 41 PROPERTY: Wants Plan Filing Deadline Moved to Nov. 21
-------------------------------------------------------------
West 41 Property asks the U.S. Bankruptcy Court for the Southern
District of New York to extend the time within which the Debtor has
the exclusive right to file a plan of reorganization and to solicit
acceptances with respect thereto for 120 days through and including
Nov. 21, 2016, and Jan. 19, 2017, respectively.
Having received funding for the Debtor's property's extensive
renovations and resolving its outstanding liabilities with the
City, the Debtor says it is in the process of negotiating with
Stabilis Fund IV LP, its secured creditor, the terms of a
consensual plan of reorganization. Plan negotiations are still in
their early stages, however, the Debtor believes that the requested
extension of the Exclusive Periods will provide the Debtor and
Stabilis with the time to negotiate a consensual plan without the
need to devote unnecessary time, money and energy to defending
against or responding to the possibility of a competing plan.
The Debtor's counsel can be reached at:
Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND
GREENE GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Floor
New York, New York 10022
Tel: (212) 603-6300
E-mail: amg@robinsonbrog.com
Headquartered in New York, New York, West 41 Property LLC owns the
real property and improvements located at 440 West 41st Street, New
York, New York. The Property is improved by a 13 story building
which currently contains multi-family residential apartments and
several commercial units which are in the process of being
renovated. The Property has 96 residential units and will have,
when renovations are completed, a presently undetermined number of
commercial units.
It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 16-22393) on March 25, 2016, estimating its assets at up to
$50,000 and debts at between $10 million and $50 million. The
petition was signed by David Goldwasser, managing member, GC Realty
Advisors LLC.
Judge Robert D. Drain presides over the case.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's bankruptcy counsel.
WESTERN INDUSTRIAL: Taps Wells and Jarvis as Legal Counsel
----------------------------------------------------------
Western Industrial, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire Wells and
Jarvis, P.S.
Wells and Jarvis will serve as legal counsel for the Debtor in
connection with its Chapter 11 case.
Jeffrey Wells and Emily Jarvis, the attorneys designated to
represent the Debtor, will be paid $360 per hour for their services
while the firm's paralegals will be paid $150 per hour.
In a court filing, the proposed attorneys disclosed that Wells and
Jarvis is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Jeffrey B. Wells, Esq.
Emily A. Jarvis, Esq.
502 Logan Building
500 Union Street
Seattle, WA 98101-2332
Phone: 206-624-0088
Fax: 206-624-0086
Email: paralegal@wellsandjarvis.com
Email: emily@wellsandjarvis.com
About Western Industrial
Western Industrial, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Wash. Case No. 16-13353) on June 24,
2016. The petition was signed by Mark L. Jackson, president.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
XERIUM TECHNOLOGIES: Moody's Assigns B2 Rating on $475MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Xerium
Technologies, Inc.'s proposed $475 million senior secured notes due
2021. Moody's also affirmed Xerium's B2 corporate family rating,
B2-PD probability of default rating and SLG-2 speculative grade
liquidity rating. The proceeds of the new notes will be used to
repay the existing $230 million term loan due 2019 and $240 million
of 8.875% senior unsecured notes due 2018. Moody's affirmed the
corporate family rating as the transaction is largely leverage
neutral, but it expects the company to benefit from the extended
maturity profile. The ratings outlook is stable. Subsequent to the
transaction, Moody's will withdraw the ratings on the existing
Senior Unsecured Notes and Term Loan B.
Moody's took these actions for Xerium Technologies, Inc.
-- Affirmed B2 Corporate Family Rating
-- Affirmed B2-PD Probability of Default Rating
-- Affirmed SGL-2 Speculative Grade Liquidity Rating
-- Assigned B2, (LGD 3) to $475million senior secured notes due
2021
The ratings outlook is stable.
RATINGS RATIONALE
Xerium's B2 corporate family rating reflects high leverage, small
revenue base and vulnerability of earnings to the cyclical paper
and packaging industry, including to the paper grades in secular
decline. Earnings are also impacted by volatile input costs and
currency translation effects. Xerium benefits from being one of
the few global suppliers of machine clothing and roll covers and
from exposure to diverse geographic end markets and various paper
and packaging grades. The rating is supported by the improvement
in operating margins, which we expect to continue over the next 12
to 18 months as a result of the company's optimization efforts and
start-up of new facilities. Moody's anticipates that the company's
performance will continue to exhibit generally improving trends for
the rest of 2016 and into 2017 as many of its profit-enhancing
initiatives ramp up. Most of their planned restructuring
initiatives has been completed and the company should start
generating a modest level of free cash flow. Moody's further
expects management to dedicate free cash flow to debt repayment.
The rating also benefits from the company's good liquidity.
The B2 rating on the senior notes due 2021 is in line with the
corporate family rating since it represents the majority of debt in
the capital structure. The newly proposed issued notes are secured
on the first priority basis by assets of all domestic borrowers and
guarantors and by a second lien on the collateral securing the $55
million ABL revolver (not rated by Moody's). The notes are
guaranteed by all existing and future direct or indirect wholly
owned domestic subsidiaries of Xerium Technologies, Inc.
The stable outlook reflects our expectation that Xerium will reduce
financial leverage as it realizes the benefits of its restructuring
initiatives over the past few years and applies free cash flows
towards debt repayment.
The ratings or outlook could be raised over time if additional debt
is retired and financial leverage and interest coverage approach
and are sustained below 4.5 times and above 2.5 times,
respectively.
The ratings or outlook could be lowered if Xerium loses market
share, margins erode materially, or if financial leverage rises
above 6 times over the next 12 to18 months and liquidity
deteriorates.
The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.
Xerium Technologies, Inc., headquartered in Raleigh, NC, is a
manufacturer and supplier of products used primarily in the
production of paper such as paper machine clothing and roll covers.
Xerium generated revenues of approximately $471 million for the 12
months ending March 31, 2016.
XERIUM TECHNOLOGIES: S&P Rates Proposed $475MM Notes 'B'
--------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' issue-level
rating and '3' recovery rating to North Carolina-based Xerium
Technologies Inc.'s proposed $475 million senior secured notes due
2021. The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; lower half of the range) recovery in the event
of a default.
At the same time, S&P affirmed its 'B' corporate credit rating on
the company. The outlook remains stable.
Xerium plans to use the proceeds from the senior secured notes to
refinance its existing term loan B due 2019 and senior unsecured
notes due 2018.
"The ratings on Xerium Technologies reflect our weak assessment of
the company's business risk profile and our highly leveraged
assessment of its financial risk profile," said S&P Global credit
analyst Daniel Lee.
The stable outlook on Xerium reflects S&P's expectation that
stabilizing sales volumes and reduced restructuring expenses and
capital investments will enable Xerium to improve its adjusted
debt-to-EBITDA metric to less than 6x by the end of 2017, which is
consistent with S&P's current rating. In addition, S&P expects the
company to maintain adequate liquidity levels and generate free
cash flow of between $20 million and $30 million for fiscal-year
2016, which is in line with the company's guidance.
S&P could lower its ratings on Xerium if the company's adjusted
debt-to-EBITDA metric further deteriorates toward 7x and near-term
improvements appear unlikely. This could occur if its sales volume
declines by the mid-single digit percent area and its operating
margins fall by 200 basis points (bps). S&P could also lower its
ratings if the company's free cash flow turns negative on a
sustained basis or if its liquidity becomes less than adequate.
This could occur if its capital expenditures continue to be
elevated and its restructuring expenses are not reduced as expected
in the next few quarters.
Though unlikely over the next 12 months, S&P could raise its
ratings on Xerium if the company reduces its adjusted
debt-to-EBITDA metric below 5x on a sustained basis. This could
occur if increased demand for the company's paper products and an
improved, sustainable cost structure increase the company's revenue
by the mid-single digit percent area and raise its operating
margins by 300 bps. S&P would also expect the company to adopt a
financial policy that is consistent with the higher rating.
ZD LLC: Proposes $4-Mil. Private Sale of 630-Acre Property
----------------------------------------------------------
ZD LLC, asks the U.S. Bankruptcy Court for the District of Nevada
to authorize the sale of its real property consisting of
approximately 630 acres located at 19320 State Route 89,
Markleeville, CA, together with certain improvements thereon, to
Dew Claw, LLC for $4,000,000, without overbidding.
This sale is pursuant to and in connection with the Debtor's Third
Amended Plan of Reorganization ("Plan"), which is scheduled for
confirmation on July 27, 2016, and depends in part upon a sale of
the property.
A copy of the Standard Residential Purchase Agreement attached to
the Motion is available for free at:
http://bankrupt.com/misc/ZD_LLC_106_Sales.pdf
Dew Claw has placed on deposit the sum of $250,000 at First
Centennial Title Co. in Reno, NV, as a deposit towards the purchase
price. The purchase price is with escrow to close immediately
following the entry of an order approving the sale by the
Bankruptcy Court.
Because the sale is sufficient to pay the only secured creditor in
full, and all the remaining unsecured creditors are believed to be
in support of the Motion, the Debtor submits that overbidding will
not be allowed. Under the terms of the Plan, in addition to the
sale of the property, the Plan will be funded with contributions
from the Debtor's principals, which will be used to satisfy the
remaining creditors.
The sole lien holder against the Property is Chris H. Gansberg, Jr,
and Faye E. Gansberg, which hold a first deed of trust against the
Property. The parties are in dispute over the amount owed on the
promissory note secured by the first deed of trust. Specifically,
Gansbergs assert that the sum of approximately $3,600,000 is owed,
whereas the Debtor believes the sum of approximately $2,930,000 is
owed (to be updated to closing date).
The Debtor proposes to pay the undisputed portion of the debt owed
to the Gansbergs, and to deposit the disputed portion into a
segregated interest bearing account pending resolution of the
objection to the Gansbergs secured claim.
The Debtor employed Far West R and C Sales/Management Co. as broker
to list the Property for sale, which was approved by order of the
Court entered on Dec. 2, 2015. This is the first offer that the
Debtor has obtained that is sufficient to pay the secured creditor
in full, and the Debtor believes that it is sufficient to form a
reasonable basis for confirmation of the Debtor's Plan. The Debtor
seeks to shorten the time to approve the sale in order to coincide
with the Plan confirmation hearing.
Attorney for the Debtor:
Alan R. Smith, Esq.
LAW OFFICES OF ALAN R. SMITH
505 Ridge Street
Reno, Nevada 89501
Telephone (775) 786-4579
Facsimile (775) 786-3066
E-mail: mail@asmithlaw.com
About ZD, LLC
ZD, LLC sought Chapter 11 protection (Bankr. D. Nev. Case No.
15-51013) on July 22, 2015. Judge Bruce T. Beesley is assigned to
the case. The petition was signed by Tatiana Golovina, manager.
The Debtor disclosed assets of $8 million and $4 million in debt.
Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, serves as
the Debtor's counsel.
[*] 23rd Annual Distressed Investing Conference - Nov. 28, 2016
---------------------------------------------------------------
Beard Group, Inc., will be hosting the 23rd Annual Distressed
Investing Conference on Mon., Nov. 28, 2016 -- the Monday following
Thanksgiving Day -- at the Park Lane Hotel in Midtown Manhattan.
Sponsorship and speaking opportunities are available. Contact
Peter A. Chapman at peter@beardgroup.com by e-mail or (215)
945-7000 by telephone for more information.
This conference is the oldest and most established event in the
distressed debt community, attracting more than 200 of the top
corporate restructuring professionals.
Information about last year's conference is available at
http://bankrupt.com/DI2015/and Beard Group was honored to have
these firms participate in last year's conference:
* Akin Gump Strauss Hauer & Feld
* Bloomberg News
* Brown Rudnick
* Bryan Cave LLP
* CapWealth Advisors
* Computershare Trust Company, N.A.
* Conway MacKenzie, Inc.
* Cooper Investment Partners LLC
* Davis Polk & Wardwell LLP
* Debtwire North America
* Delaware Trust Company
* Deutsche Bank
* Development Specialists, Inc.
* EisnerAmper LLP
* Elliott Management Corp.
* FTI Consulting, Inc.
* Foley & Lardner LLP
* GlassRatner
* Guggenheim Securities, LLC
* Hilco Global
* JP Morgan Chase International
* Juris Advisors LLC
* Kirkland & Ellis
* Kramer Levin Naftalis & Frankel
* Marathon Asset Management
* McCarter & English, LLP
* Milbank, Tweed, Hadley & McCloy LLP
* Miller Buckdire & Co., LLC
* Millstein & Co., L.P.
* Morrison & Foerster LLP
* New York Post
* Owl Creek Asset Management, L.P.
* Paulson & Co. Inc.
* Political Alpha LLC
* Polsinelli PC
* Potter Anderson & Corroon LLP
* Reorg Research, Inc.
* Reuters
* S&P Capital IQ
* Sidley Austin
* Skadden, Arps, Slate, Meagher & Flom
* Stifel Institutional Group
* Stroock & Stroock & Lavan
* Sullivan & Cromwell
* The Deal
* The Delaware Bay Company LLC
* The Wall Street Journal
* Third Avenue Management
* Togut, Segal & Segal LLP
* Triage Capital Management
* U.S. Bank National Association
* UBS Financial Services Inc.
* Virtus Capital, LP
* Walkers Global
* Weil, Gotshal & Manges LLP
* Willkie Farr & Gallagher
* Wilmington Trust Company
[*] Craig Price Joins Milbank Tweed's Financial Restructuring Group
-------------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLPP on July 26, 2016, disclosed
that Craig M. Price has joined the firm as a Special Counsel in the
Financial Restructuring Group. With more than 15 years of
experience, Mr. Price has developed a formidable reputation on a
broad range of complex restructuring and bankruptcy matters.
Mr. Price is a leading restructuring practitioner representing
debtors, lenders, funds and borrowers in all aspects of financial
restructuring, including chapter 11 cases and out-of-court
restructurings. He also has significant experience representing
banks, hedge funds and other financial institutions with respect to
their distressed assets. Notable cases handled by Mr. Price
include the chapter 11 cases of Lehman Brothers, American Airlines
and MF Global.
"We are thrilled to welcome Craig to our team," said Dennis Dunne,
Practice Group Leader of Milbank's Global Financial Restructuring
Group and member of the Executive Committee. "As the current
economic cycle continues to have periods of volatility, it is
important for us to maintain our strong presence in the distressed
arena. His stellar credentials complement our financial
restructuring bench as well as our litigation capabilities."
Milbank's Financial Restructuring Group is recognized as a market
leader globally by Chambers, Legal 500 and Turnaround & Workouts.
The firm is also consistently ranked as a leading firm on The
American Lawyer's "Bankruptcy Corporate Scorecard."
"Milbank is recognized worldwide for its demonstrated leadership in
Chapter 11 cases and corporate restructurings across a wide variety
of industries. Milbank's broad platform and strong culture coupled
with its practice strength in financial restructuring make this an
exciting opportunity for me," said Mr. Price.
Mr. Price joins Milbank from Chapman and Cutler in New York. He
received his law degree from Cornell Law School in 1999, where he
was awarded the ABI Award for Excellence in Bankruptcy Law, and his
B.A. from Vassar College in 1994.
[*] P. Leake, L. Laukitis Join Skadden's NY Restructuring Practice
------------------------------------------------------------------
Skadden, Arps, Slate, Meaggher & Flom LLP on July 26, 2016,
disclosed that Paul Leake and Lisa Laukitis have joined the firm's
New York office as partners in its Corporate Restructuring Group.
Mr. Leake also has become co-head of the firm's restructuring
practice, alongside practice leader Jay Goffman.
Joining from another large global law firm where he headed its
restructuring and reorganization practice, Mr. Leake represents
debtors, commercial banks and bank groups, distressed investment
funds, noteholder committees, official creditors' committees,
unsecured creditors and distressed investors in corporate
restructurings. His areas of focus include advising U.S. and
transnational businesses in Chapter 11 reorganizations and
liquidations, out-of-court restructurings, secured financings,
distressed acquisitions and investments in troubled companies in
industries such as retail, shipping, airlines, energy, health care,
publishing, satellite communications and real estate.
Ms. Laukitis represents clients in out-of-court restructurings and
Chapter 11 bankruptcies, including secured and unsecured creditors
and private equity funds. She has handled distressed mergers and
acquisitions as well as various financing arrangements and
litigates disputes related to the use of cash collateral, DIP
financing, sales under Section 363 of the Bankruptcy Code,
modifications of labor agreements and retiree benefits, and plan
confirmations.
"We are delighted that Paul and Lisa have joined the firm," said
Jay Goffman, global head of Skadden's Corporate Restructuring
Group. "Paul has a stellar reputation in the bankruptcy field and
has been instrumental in building one of the top practices in this
area. The experience he and Lisa bring to our practice is a
perfect match for our existing capabilities."
Mr. Leake said, "Skadden's global platform, reputation and
resources are superb. I look forward to the opportunity to help
further expand Skadden's position as a go-to firm for restructuring
matters around the globe."
Ms. Laukitis added, "Joining Skadden represents a unique
opportunity. I am very excited to work with this group of highly
regarded lawyers in advising clients on their most complex
restructuring challenges."
Mr. Leake graduated from Amherst College in 1985 and Columbia Law
School in 1988.
Ms. Laukitis earned her undergraduate degree in microbiology from
Miami University in 1996 and her J.D. from the University of Dayton
in 1999.
*********
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
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***