/raid1/www/Hosts/bankrupt/TCR_Public/161102.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, November 2, 2016, Vol. 20, No. 306
Headlines
1601 WEST SUNNYSIDE: Taps Justin Schlegel as Real Estate Broker
4402 MAMMOTH: Hires David Brownstein as General Bankruptcy Counsel
A.H. COOMBS: Wants $458,000 DIP Loan From Kirch & Todd
ABEINSA HOLDING: Selling York Pilot Plant to GPRE for $1.3M
ABEINSA HOLDING: Unsecureds To Recoup 12.5% Under Plan
ADEYINKA ADESOKAN: Disclosures OK'd; Plan Hearing on Dec. 8
ADVANCED PRIMARY: U.S. Trustee Tries To Block Disclosures Okay
ALEXANDER TORRES: Disclosures Okayed; Plan Hearing on Dec. 6
ALLEN BROTHERS: Seeks to Hire Oz Queen as Accountant
ALLSTATE REALTY: Seeks to Employ Vogel Bach as Counsel
ALLTOUR AMERICA: Case Summary & 20 Largest Unsecured Creditors
APPLIANCES PLUS: Taps Steidl and Steinberg as Legal Counsel
ARAMARK: S&P Affirms 'BB' CCR & Revises Outlook to Positive
AVENUE C TENANTS: Needs Until January 24 to Solicit Plan Votes
BALTIMORE HOTEL: S&P Affirms 'BB' Rating on $247.5MM Revenue Bonds
BASIC ENERGY: Seeks to Hire Epiq as Administrative Agent
BASIC ENERGY: Seeks to Hire Weil Gotshal as Legal Counsel
BEEBE DIVERSIFIED: NTS, Tehama Asphalt Appointed to Committee
BEEKMAN LIQUORS: Selling All Assets to Kwon for $325,000
BELIEVERS BIBLE: Needs Until April 3 to File Plan of Reorganization
BIONITROGEN HOLDINGS: Needs Until December 16 to File Plan
BISHOP OF STOCKTON: Unsecureds To Recoup 50% Under Plan
BOM DIA: Hires Vogel Bach as Attorney
BORIS PINTAR: Hearing on Disclosure Statement Set For Nov. 22
BROADSTREET PARTNERS: Moody's Assigns B2 CFR, Outlook Stable
BSD MEDICAL: Court Extends Plan Exclusivity Through Nov. 21
C & C CAPITAL: Needs Additional 45 Days to Complete Plan
C & D PRODUCE: Mulls Asset Sale, Seeks Plan Exclusivity Extension
CAESARS ENTERTAINMENT: Gets Court Approval on Intercompany Deal
CALIFORNIA HISPANIC: Selling Sacramento Property for $558,000
CATALYST PAPER: Chapter 15 Case Summary
CDC INVESTMENT: Seeks to Hire Pete Richardson as Auctioneer
CENTURYLINK INC: Fitch Assigns 'BB+' LT Issuer Default Ratings
COWBOYS FAR WEST: Unsecureds To Get Paid From Asset Sale Proceeds
CUSHMAN & WAKEFIELD: S&P Affirms 'B+' Rating on 1st Lien Debt
DARIA KARLL: Unsecureds To Recover 5% Under Plan
DHANSUKHLAL GOVIND PATEL: Disclosures OK'd; Dec. 1 Plan Hearing
DICKINSON OF SAN ANTONIO: Case Summary & 20 Top Unsecured Creditors
DORAL FINANCIAL: Plan Has Oct. 28, 2016 Effective Date
ENERGY FUTURE: Names New Leadership Team
EXTREME PLASTICS: Seeks Plan Filing Extension Through January 28
FELD LIMITED: Court Terminates Plan Exclusivity
FILIP TECHNOLOGIES: Proposes Dec. 29 Plan Confirmation Hearing
FINTON CONSTRUCTION: Seeks to Employ Kenneth Mueller as Accountant
GABEL LEASE: Seeks to Hire Keenan Law Firm as Special Counsel
GARDA WORLD: Fitch Assigns 'BB+' Rating on Add-On Term Loan
GARRETT PROPERTIES: Huntington Tries To Block Disclosures Approval
GERALD GARAPICH: Unsecureds May Get No Payment Under Plan
HANCOCK FABRICS: Needs Until January 6 to File Chapter 11 Plan
HAUBERT HOMES: Seeks to Hire Baker Tilly as Accountant
HIGHLANDS OF DYERSBURG: Case Summary & 20 Top Unsecured Creditors
HIGHLANDS OF MEMPHIS: Case Summary & 20 Top Unsecured Creditors
HIMA-KUNAL LLC: Wants 90-Day Plan Filing Period Extension
HUDBAY MINERALS: S&P Raises CCR to 'B', Outlook Stable
INT'L SHIPHOLDING: Selling Specialty Business Segment for $18M
INVENERGY THERMAL: Moody's Lowers Rating on 1st Lien Loans to B1
JENSEN INDUSTRIES: Seeks to Hire Simen Figura as Legal Counsel
JO-LIN HEALTH CENTER: Seeks March 13 Plan Filing Period Extension
K4M CONSTRUCTION: Liquidation Trust To Be Created Under Plan
KEVIN CHRISTOPHER GLEASON: Disclosures OK'd; Dec. 13 Plan Hearing
KEYPOINT GOVERNMENT: S&P Affirms 'B' CCR; Outlook Stable
KSM INTERNATIONAL: Seeks to Hire Kutner Brinen as Legal Counsel
KUNKEL REAL ESTATE: Taps Brett A. Elam as Legal Counsel
LA4EVER LLC: Unsecureds To Receive Cash on Effective Date
LEHMAN BROTHERS: Trustee Reports Progress in Winding Down Estate
LIGHTSTREAM RESOURCES: Moves to 2nd Phase of CCAA Sale Procedures
LITE SOLAR: Asks Court to Move Plan Filing Deadline to Mid-May 2017
M SPACE: Houston Gateway Academy Offers $600K for Assets
MAJESTIC AIR: Selling Consigned LTP Inventory for $72K
MAX EXPRESS: Court Okayed Exclusivity Extension Until Oct. 31
MOUNTAIN DIVIDE: Committee Taps Worden Thane as Legal Counsel
NEVER SLIP: S&P Affirms 'B' CCR & Revises Outlook to Negative
NORDIC INTERIOR: Needs Until February 13 to File Chapter 11 Plan
NORTH FORK COMPOSITES: Composite Ventures Offers $100K for Assets
NORTHWEST HEALTH: Case Summary & 20 Largest Unsecured Creditors
OAKFABCO INC: Asks Court to Move Plan Filing Period to Dec. 31
PAMELA FROG: Seeks to Hire C.L. Moore as Accountant
PARAGON OFFSHORE: Court Denies Confirmation of Present Plan
PARAGON OFFSHORE: Seeks Dec. 15 Extension of Exclusivity Period
PATRICK ADAMS: To Pay Creditors Using Adams Office Furniture Profit
PATTERSON PARK: S&P Lowers Rating on 2010B Revenue Bonds to 'BB+'
PAVEL SAVENOK: Selling Skyline Interest to Klyachenko for $500K
PHILLIPS-MEDISIZE CORP: S&P Withdraws 'BB' CCR
PLATFORM SPECIALTY: S&P Affirms 'BB-' CCR; Outlook Stable
PRECIOUS FORMALS: Voluntary Chapter 11 Case Summary
PREMIER TRANSFER: Hearing on Disclosure Statement Set For Dec. 9
PRO ENTERPRISES: Wants Plan Filing Period Extended to Dec. 27
PUBLICK HOUSE: Selling NJ Property to Chester PHH for $4.3MM
RABBE FARMS: Wants Plan Confirmation Period Extended to Jan. 6
REDIGI INC: Seeks March 1 Extension of Plan Exclusivity Period
RMDR INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
ROJO ONE: Seeks to Hire Goldstein Bershad as Legal Counsel
ROYALTY PARTNERS: Secured Tax Claims To Be Paid 12% Over 60 Months
S & J CD: Seeks to Employ Bryan Mickler as Attorney
SAM DANIEL: Dental Service Provider Files for Bankruptcy
SARA SALAZAR: Unsecured Creditors To Get $7,000 Under Ch. 11 Plan
SAUCIER BROS: Court Moves Plan Filing Deadline to December 9
SECTOR111 LLC: Selling Substantially All Assets for $43,000
SFX ENTERTAINMENT: Wants Exclusivity Extended Thru Effective Date
SHEEHAN PIPE LINE: Needs Until December 14 to Obtain Plan Votes
SMILES AND GIGGLES: Taps Kierzynski & Associates as Accountant
SUN PROPERTY: Wants to File Chapter 11 Plan by January 13
TECNOGLASS INC: Fitch Assigns 'BB-' Issuer Default Rating
TRITON FOODS: Trustee Taps LEA Accountancy as Accountant
UCI INTERNATIONAL: Disclosures OK'd, Plan Hearing on Dec. 6
UCP INC: Moody's Withdraws B3 Corporate Family Rating
UNCLE MUNCHIES: Court Extends Plan Filing Period Through Jan. 30
VAL COLE: Case Summary & Unsecured Creditor
VALITAS HEALTH: S&P Lowers CCR to 'CC'; Outlook Negative
VANGUARD HEALTHCARE: Wants Nov. 30 Plan Filing Period Extension
VILLAGE DEVELOPMENT: Unsecureds To Recoup 5% Under Plan
VINCE LLC: Moody's Lowers CFR to B3 & Changes Outlook to Stable
WESTERN AUTO: Seeks to Hire D. Blair Clark as Legal Counsel
WISCONSIN DAIRY: Paying Unsecureds With 3.5% Interest Over 7 Yrs.
WTE-S&S AG: Asks Court to Move Plan Filing Period to March 31
*********
1601 WEST SUNNYSIDE: Taps Justin Schlegel as Real Estate Broker
---------------------------------------------------------------
1601 W. Sunnyside Drive #106, LLC, seeks authorization from the
U.S. Bankruptcy Court for the District of Idaho to employ Justin
Schlegel as real estate broker.
The Debtor requires Justin Schlegel to:
(a) give advice with respect to a potential sale of the
Debtor's real property located at 1601 W. Sunnyside unit #168,
Phoenix AZ in Maricopa County Arizona.
(b) assemble information for potential buyers to evaluate the
property; and
(c) assist in negotiating the sales price and presenting all
offers for the review and approval of the Debtor in-possession.
Justin Schlegel will receive a commission of 6% of the gross sales
price for any sale consummated, or 3% if the buyer is not
represented by another Broker.
Justin Schlegel, a broker with ReMax Preferred Choice, 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.
Justin Schlegel can be reached at:
Justin Schlegel
REMAX PREFERRED CHOICE, AN ARIZONA CORPORATION
6751 N. Sunset Blvd Ste 320
Glendale AZ 85305
About 1601 West Sunnyside
1601 West Sunnyside Drive #106, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No.
15-40587) on June 15, 2015. The Debtor tapped Randal J. French,
Esq., at Randal J. French, P.C., in Boise, Idaho, as counsel.
4402 MAMMOTH: Hires David Brownstein as General Bankruptcy Counsel
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4402 Mammoth Investors, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
David Brownstein as General Bankruptcy Counsel, nunc pro tunc to
September 26, 2016.
The Debtor requires Brownstein to:
(a) advice and guide the Debtor with respect to the powers,
duties, rights and obligations of debtors-in possession;
(b) formulate and prepare a plan of reorganization and a
disclosure statement for said plan;
(c) prepare on behalf of the Debtor all legal documents as may
be necessary; and
(d) perform such legal services as required in the Chapter 11
case.
Brownstein professionals will be paid at these hourly rates:
David Brownstein, Esq. $425
Of counsel $250
Associates $250
Paralegals $80
In connection with the filing of the case, Brownstein entered into
an engagement agreement with the Debtor to undertake representation
of the Debtor subject to (i) the Bankruptcy Court approving
Brownstein's Employment and (ii) the Bankruptcy Court's approval
and Client's payment of a Retainer in the aggregate amount of
$25,000.00 plus the Chapter 11 filing fee of $1,717, payable as
follows: $11,717.00 upon entry of the engagement on September 15,
2016; $10,000.00 by November 25 2016, and $5,000 by December 26,
2016.
Of the Retainer, Brownstein applied $7,717 towards pre-filing
preparation of the Debtor's case, including but not limited to the
advancing of costs, including the Chapter 11 filing fee of
$1,039.00. Further, the $4,000.00 portion of retainer received
pre-petition from Debtor has been placed in a segregated trust
account on behalf of the Debtor for post-petition legal services.
The remaining $15,000.00 will be a post-petition capital
contribution to Debtor by Arthur Aslanian, the 99% owner of Debtor,
and a Professional Fee Statement drawdown.
David I. Brownstein, Esq., 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.
Brownstein can be reached at:
David I. Brownstein, Esq.
LAW OFFICE OF DAVID I. BROWNSTEIN
Irvine, CA 92623
Tel.: (949) 486-4404
Fax: (949) 861-6045
Email: david@brownsteinfirm.com
4402 Mammoth Investors, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 16-22700) on September 26, 2016, and is
represented by David I Brownstein, Esq., at Law Office of David I.
Brownstein, in Irvine, California. At the time of filing, the
Debtor had estimated assets and liabilities ranging from $1 million
to $10 million. The petition was signed by Arthur Aslanian,
managing member. A copy of the Debtor's list of two unsecured
creditors is available for free at:
http://bankrupt.com/misc/cacb16-22700.pdf
A.H. COOMBS: Wants $458,000 DIP Loan From Kirch & Todd
------------------------------------------------------
A. H. Coombs, LLC and CHC Development Co, Inc. ask the U.S.
Bankruptcy Court for the District of Utah for authorization to
obtain unsecured post-petition financing from Kirch & Todd Real
Estate, LLC dba Kirch & Todd Lending.
The Debtors need immediately available funds to pay:
(i) post-petition operating expenses of the Debtors incurred
in the ordinary course of business to the extent of any shortfall
in the Debtors' operations;
(ii) costs and expenses of administration of the chapter 11
case, including payment of approved professional fees, including
the Debtors' accounting professionals and attorneys; and
(iii) other amounts as specified and in categories consistent
with the Debtor's proposed Budget.
The Debtors contend that if they are not authorized to obtain the
DIP Loans and enter into the DIP Credit Agreement, the likely
outcome is a shuttering of the Debtors' business, immediate
termination of all of the Debtors' employees, and a dismissal or
conversion of the cases. The Debtors further contend that the
result would be a catastrophic loss in going-concern value to the
detriment of all stakeholders, including more than $400,000 in
unsecured creditors and the Debtors’ equity holders.
The material terms, among others, of the proposed DIP Financing
are:
(1) DIP Loans: A post-petition term loan financing of up to
$458,192.00, which may be borrowed in one or more advances.
(2) Maturity Date: The DIP Lender's commitment to fund DIP
Loans continues throughout the Term. The Term means the period of
time commencing on the Effective Date and ending on the Termination
Date. The Termination Date means the earliest to occur of:
(a) May 1, 2017;
(b) an Event of Default whereby the DIP Credit Agreement
is terminated in accordance with Section 8.2(b)(i) of the DIP
Credit Agreement;
(c) 15 days after the occurrence of the effective date of
any Plan;
(d) the Final Order is not entered within thirty days
after filing of the DIP Motion unless otherwise agreed by DIP
Lender; or
(e) 10 days after the closing date of the sale of
substantially all of the Borrowers' assets.
(3) Interest Rate: 15% per annum; or, after the occurrence of
an Event of Default, a fixed rate of 20% per annum.
(4) Superpriority Claims: Subject to the Carve Out, the
Obligations will constitute allowed superpriority administrative
claims under section 364(c)(1) of the Bankruptcy Code against the
Debtors with priority over all administrative expenses, diminution
claims, and all other claims against the Debtors, and any claims
arising under Sections 105, 326, 328, 330, 331, 503(b), 507(a),
507(b), 546(c), 726, 1113, or 1114 of the Bankruptcy Code, payable
from all the Debtor's pre-petition and post-petition property and
all proceeds thereof, subject only to the Carve Out.
(5) Carve Out: Consists of:
(a) all fees payable to the Clerk of the Bankruptcy
Court in the Bankruptcy Case;
(b) all fees payable to the Office of the United States
Trustee; and
(c) the allowed fees and expenses incurred by the
Borrowers in the Bankruptcy Case for their respective attorneys,
financial, and other professional advisors and service providers
under sections 330 and 331 of the Bankruptcy Code in accordance
with the Budget in an amount not to exceed $100,000 in the
aggregate.
The proposed Budget covers the months of November 2016 to April
2017. The Budget provides for total expenses in the amount of
$731,298.
A full-text copy of the Debtor's Motion, dated October 27, 2016, is
available at
http://bankrupt.com/misc/AHCoombsLLC2016_1625558_93.pdf
The DIP Lender may be reached at:
KIRCH & TODD REAL ESTATE, LLC, DBA
KIRCH & TODD LENDING
782 S. River Road #231
St. George, UT 84790
Fax: (435) 817-4217
E-mail: james@kirchandtodd.com
About A. H. Coombs, LLC.
CHC Development Co., Inc., was incorporated in 1976 to develop and
operate a business as the Green Valley Spa Resort. A.H. Coombs,
LLC, was created about the same time to own and hold the real
property where CHC would operate the Spa Resort.
CHC Development Co. and A.H. Coombs, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Utah. Case No. 16-25558 and
16-25559) on June 25, 2016. The petitions were signed by Alan H.
Coombs, president.
CHC estimated assets at $0 to $50,000 and liabilities at $100,001
to $500,000 at the time of the filing. A.H. Coombs estimated
assets and debt at $0 to $50,000 at the time of the filing.
ABEINSA HOLDING: Selling York Pilot Plant to GPRE for $1.3M
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Abeinsa Holding, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize Abengoa
Bioenergy New Technologies, LLC ("ABNT") to enter into a "Purchase
Agreement" with Green Plains, Inc. ("GPRE") in connection with the
private sale of the second-generation pilot plant, warehouse, and
any property, ancillary or otherwise, related to the foregoing and
in support thereof ("Pilot Plant"), located at 1414 Road O, York,
Nebraska for $1,250,000.
A hearing on the Motion is set for Nov. 29, 2016 at 1:00 p.m. (ET).
The objection deadline is Nov. 14, 2016 at 4:00 p.m. (ET).
The York property is also the location of a 56 million gallon
nameplate ethanol production facility ("York Assets").
The Pilot Plant, not currently operating, was built in two phases
over a 10-year period in a cost-share collaboration with the US
Department of Energy. In 2004, the Debtor first built a starch
pilot plant to optimize the first-generation starch process. The
objective was to convert non-food based biomass, (e.g., the
residual starch and the corn fiber) by using new cellulosic enzymes
and improved amylases and gluco-amylases. This work was done in
collaboration with Novozymes and led to multiple patents and new
enzyme systems for the industry.
In 2005, during the second phase of the Pilot Plant construction,
the Debtor added biomass handling, pretreatment and
saccharification capabilities. As a result, the Debtor developed
and tested its second-generation cellulosic process and defined the
design basis for the construction of a demonstration plant in
Salamanca, Spain. Most recently, in 2014, the Debtor built a new
laboratory adjacent to the Pilot Plant to add additional bench
scale saccharification and fermentation capabilities to support the
startup of the second-generation cellulosic ethanol plant in
Hugoton, Kansas ("Hugoton Plant"). The Hugoton Plant is one of the
first large-scale, second-generation cellulosic ethanol plants in
the United States. The Debtor does not own the Hugoton Plant.
On Feb. 1, 2016, certain creditors of Abengoa Bioenergy of
Nebraska, LLC ("ABNE") commenced an involuntary case under chapter
7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Nebraska. On March 1, 2016, the Nebraska Court entered
orders converting the chapter 7 case of ABNE to a case under
chapter 11 of the Bankruptcy Code and an order transferring venue
of the chapter 11 case of ABNE to U.S. Bankruptcy Court for the
Eastern District of Missouri.
On Feb. 11, 2016, certain creditors of Abengoa Bioenergy Company,
LLC ("ABC") commenced an involuntary chapter 7 case against ABC in
the U.S Bankruptcy Court for the District of Kansas. On Feb. 29,
2016, the Kansas Court entered orders converting ABC's chapter 7
case of to a case under chapter 11 of the Bankruptcy Code; and, on
March 1, 2016, the Kansas Court entered an order transferring venue
of the chapter 11 case of ABC to the Missouri Court.
On Feb. 24, 2016, in the wake of involuntary cases commenced in the
Nebraska and Kansas Courts, ABC, ABNE, and a number of other
Bioenergy entities ("Original Bioenergy Debtors") commenced their
chapter 11 cases ("Bioenergy Chapter 11 Cases") in the Missouri
Court.
On June 12, 2016, certain affiliates of the Original Bioenergy
Debtors ("Maple Debtors") commenced cases under chapter 11 of the
Bankruptcy Code by filing voluntary petitions with the Missouri
Court ("Maple Cases"). The Maple Debtors owned and operated two
first-generation bioethanol production facilities located in Mt.
Vernon, Indiana and Madison, Illinois ("Maple Assets"), while the
Original Bioenergy Debtors owned four other assets: the York
Assets; a plant in Ravenna, Nebraska ("Ravenna Assets"); the plant
in Colwich, Kansas ("Colwich Assets") and the plant in Portales,
New Mexico ("Portales Assets").
The Bioenergy Debtors determined early in the Missouri Cases, in
the exercise of due diligence and following extensive consultation
with their advisors, that maximizing the value of the Bioenergy
Debtors' estates would be best accomplished through the sale, free
and clear of liabilities, of one or more of the Bioenergy Debtors'
assets.
To that end, the Bioenergy Debtors retained Carl Marks Advisory
Group, LLC, as an investment banker effective March 10, 2016. In
the end, after an extensive pre-marketing process that involved
contacting over 200 potential buyers, Carl Marks received stalking
horse bid packages, including a credit bid at certain assets, from
7 different parties.
In consultation with the Bioenergy Debtors and their other
professionals, Carl Marks analyzed and presented the bid packages,
as well as negotiated extensively with the various parties to enter
into three distinct stalking horse purchase agreements, all dated
June 12, 2016: (i) between Abengoa Bioenergy of Illinois, LLC and
Abengoa Bioenergy of Indiana, LLC, on the one hand, and Maize
Acquisition Sub LLC, on the other hand, for the Maple Assets in an
amount no less than $200,000,000; (ii) between ABNE and KAAPA
Ethanol Ravenna, LLC for the Ravenna Assets in an amount no less
than $115,000,000; and (iii) between ABC and BioUrja Trading, LLC
for the York Assets in an amount no less than $35,000,000.
On June 15, 2016, the Missouri Court entered an Order ("Bidding
Procedures Order") approving, among other things, the bidding
procedures. Following entry of the Bid Procedures Order, Carl
Marks led an exhaustive re-marketing process ahead of the final bid
deadline of Aug. 18, 2016. The re-marketing process included
contacting over 275 additional parties, which led to over 30
distinct site visits from potential bidders at the various
production facilities. Ultimately, 6 additional bid packages were
submitted by the Aug. 18, 2016 bid deadline, including credit bids.
Of these bid packages, the Bioenergy Debtors determined that four
were qualified bid packages and invited each party to attend the
auction on Aug. 22, 2016. No qualified bids were received for the
Maple Assets, and the qualified bidder for the Ravenna Assets
withdrew its bid in advance of the auction.
On Aug. 22, 2016, at the close of the auction, these parties were
named the successful bidders:
a. With respect to the Maple Assets, GPRE was determined to be
the successful bidder at $200,000,000, plus certain working capital
items;
b. With respect to the Ravenna Assets, KE Holdings, LLC was
determined to be the successful bidder at $115,000,000, plus
certain working capital items;
c. With respect to the York Assets, GPRE was determined to be
the successful bidder at $37,375,000 million, plus certain working
capital items; and
d. With respect to the Colwich Assets, ICM, Inc. was determined
to be the successful bidder at $3,150,000 million.
With regard to the York Assets, due to the envelopment of the Pilot
Plant, GPRE agreed to an Access Agreement. In summary, by the
Access Agreement, GPRE is providing the Pilot Plant owner (a)
access to utility services and (b) a perpetual, exclusive easement
for the limited purpose of: (i) accessing and using the portion of
the York Property upon which the Pilot Plant Property is
constructed; and (ii) ingress and egress of pedestrian and
vehicular travel over, upon, and across a limited portion of the
York Property to access the Pilot Plant.
While Carl Marks was not retained to market the Pilot Plant per se
during the sale process involving the Bioenergy Debtors' assets,
because of the Pilot Plant's location within the York Property,
Carl Marks received interest from several parties that were looking
to potentially acquire the York Assets. Carl Marks directed all
parties that expressed interest in the Pilot Plant or other
2G-related Debtor assets to Ocean Park Advisors ("OPA"), who had
been engaged by the Bioenergy Debtors' affiliate Abengoa Bioenergy
Biomass of Kansas, LLC to manage a process either to find a
strategic partner or to complete a sale of the Hugoton Plant,
electricity cogeneration plant, and related assets in Hugoton,
Kansas. Throughout this entire process, ABNT did not receive any
firm written offers from any qualified bidders, and the only
interest received by OPA for the Pilot Plant was an oral expression
of interest from a liquidator for $100,000.
With the closing of the sale of the York Assets, owing to the
location of the Pilot Plant, GPRE made a cash offer of $1,250,000
to acquire the Pilot Plant. Thus, after thorough consideration of
all viable alternatives, the Debtor has exercised its business
judgment, subject to the Court's approval, to proceed with the sale
of the Pilot Plant to GPRE for $1,250,000.
The key terms of the Purchase Agreement are:
a. Seller: Abengoa Bioenergy New Technologies, LLC
b. Purchaser: Green Plains Inc. or its affiliate Green Plains
York, LLC
c. Purchase Price: $1,250,000
d. Escrow Deposit: None
e. Property to Be Sold: Pilot Plant
f. Private Sale/No Competitive Bidding: No auction is
contemplated.
g. Closing and Other Deadlines: None. ABNT will receive the
purchase price contemporaneously upon closing.
h. Indemnifications and Warranties: ABNT sells the Pilot Plant
to Purchaser in "as is, where is" condition, free and clear of all
liens, claims, encumbrances, and other interests.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Abeinsa_Holding_736_Sales.pdf
The Debtors request that the Court waive the 14-day stay provided
for in Bankruptcy Rules 6004(h).
The Purchaser:
GREEN PLAINS, INC.
450 Regency Parkway, Suite 400
Omaha, NE 68114
Attn.: Todd Becker
E-mail: Todd.Becker@gpreinc.com
is represented by:
Michelle Mapes, Esq.
General Counsel & Corporate Secretary
GREEN PLAINS, INC.
450 Regency Parkway, Suite 400
Omaha, NE 68114
E-mail: Michelle.Mapes@gpreinc.com
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range
of customers in the energy and environmental sectors. Abengoa is
one of the world's top builders of power lines transporting
energy across Latin America and a top engineering and
construction business, making massive renewable-energy power
plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.
On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.
On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.
U.S. Bankruptcy
Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on
March 28, 2016, to seek U.S. recognition of its restructuring
proceedings in Spain. Christopher Morris signed the petitions as
foreign representative. DLA Piper LLP (US) represents the
Debtors as counsel.
Involuntary petitions were filed against the three affiliated
entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy
Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC
under Chapter 7 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Nebraska and the United
States Bankruptcy Court for the District of Kansas. The
bankruptcy cases for affiliate Abengoa Bioenergy of Nebraska, LLC
and Abengoa Bioenergy Company, LLC were converted to cases under
chapter 11 of the Bankruptcy Code and transferred to the United
States Bankruptcy Court for the Eastern District of Missouri.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own,
operate, and/or service four ethanol plants in Ravenna, York,
Colwich, and Portales, each filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
Missouri. The cases are pending before the Honorable Kathy A.
Surratt-States and are jointly administered under Case No. 16-
41161.
Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.
The Chapter 11 petitions were signed by Javier Ramirez as
treasurer. They listed $1 billion to $10 billion in both assets
and liabilities.
Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016. The cases are
consolidated under Lead Case No. 16-10790.
DLA Piper LLP (US) represents the Debtors as counsel. Prime
Clerk serves as the Debtors' claims and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.
The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq.,
and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's
Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and
M. Shane Johnson, Esq.
ABEINSA HOLDING: Unsecureds To Recoup 12.5% Under Plan
------------------------------------------------------
Abeinsa Holding, Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a disclosure statement referring to
the Debtors' plan of reorganization.
Under the Plan, holders of allowed claims in Class 3 - EPC
Liquidating General Unsecured Claims, Class 3 - Bioenergy and Maple
Liquidating General Unsecured Claims, Class 3A - EPC Liquidating US
Debt Claims, and Class 3A - Bioenergy and Maple Liquidating US Debt
Claims, in full and final satisfaction, settlement, release, and
discharge of each allowed U.S. debt claim, on or as soon as
practicable after the Effective Date, will get a pro rata share of
the applicable reorganization distribution, or less favorable
treatment as agreed upon in writing by the holder of the U.S. Debt
Claim and the applicable Debtor or the applicable responsible
person. General Unsecured Claims are impaired
General Unsecured Creditors of EPC Reorganizing Debtor Group with
estimated total claims of $330,946,421 will recover 12.5%. The
"EPC Reorganizing Debtors" means Abener Teyma Mojave General
Partnership, Abener North America Construction, LP, Abeinsa Abener
Teyma General Partnership, Teyma Construction USA, LLC, Teyma USA &
Abener Engineering and Construction Services Partnership, Abeinsa
EPC LLC, Abeinsa Holding Inc., Abener Teyma Hugoton General
Partnership, Abengoa Bioenergy New Technologies, LLC, Abener
Construction Services, LLC, Abengoa US Holding, LLC, Abengoa US,
LLC, and Abengoa US Operations, LLC.
General Unsecured Creditors of EPC Liquidating Debtor Group with
estimated total claims of $12,494,717 will recover 9.2%. The "EPC
Liquidating Debtors" means Abencor USA LLC, Abener Teyma Inabensa
Mount Signal Joint Venture, Inabensa USA, LLC, and Nicsa Industrial
Supplies LLC.
General Unsecured Creditors of Solar Reorganizing Debtor Group with
total estimated claims of $5,997,570 will recover 100%. The "Solar
Reorganizing Debtor" is Abengoa Solar, LLC.
General Unsecured Creditors of Bioenergy and Maple Liquidating
Debtor Group with total estimated claims of $57,211,529 will
recover 11.5%. The "Bioenergy and Maple Liquidating Debtors" means
Abengoa Bioenergy Hybrid of Kansas, LLC, Abengoa Bioenergy
Technology Holding, LLC, Abengoa Bioenergy Meramec Holding, Inc.,
and Abengoa Bioenergy Holdco, Inc.
All distributions will be funded by existing cash on hand with the
Debtors or Reorganizing Debtors, as applicable, as of the Effective
Date, including any proceeds from the sales of assets of the
Debtors and litigation of affirmative claims by the Debtors prior
to or after the Effective Date or the new value contribution made
by the parent company.
The voting deadline for the Plan is Nov. 25, 2016, at 4:00 p.m.
Prevailing Eastern Time.
Objections to the confirmation of the Plan must be filed by Nov.
25, 2016, at 4:00 p.m. Prevailing Eastern Time.
A hearing to consider the confirmation of the Debtors' Plan must be
filed by Nov. 29, 2016, at 1:00 p.m.
The Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-10790-704.pdf
The Plan was filed by the Debtors' counsel:
DLA PIPER LLP (US)
R. Craig Martin, Esq.
Maris J. Kandestin, Esq.
1201 North Market Street, Suite 2100
Wilmington, Delaware 19801
Tel: (302) 468-5700
Fax: (302) 394-2341
E-mail: craig.martin@dlapiper.com
maris.kandestin@dlapiper.com
-- and --
Richard A. Chesley, Esq.
Oksana Koltko Rosaluk, Esq.
203 North LaSalle Street, Suite 1900
Chicago, Illinois 60601
Tel: (312) 369-4000
Fax: (312) 236-7516
E-mail: richard.chesley@dlapiper.com
oksana.koltko@dlapiper.com
-- and --
Jamila Justine Willis, Esq.
1251 Avenue of the Americas, Floor 25
New York, New York 10020
Tel: (212) 335-4500
E-mail: jamila.willis@dlapiper.com
As reported by the Troubled Company Reporter on Oct. 3, 2016, the
Debtors filed with the Court a Chapter 11 plan of reorganization
and accompanying disclosure statement. That Plan constitutes four
different plans, of which two are plans of reorganization and the
others are plans of liquidation, one for each of the Debtor groups
into which the Debtors have been partially or substantially
consolidated. The Disclosure Statements explaining the four Plans
have provided blank estimated recovery for holders of general
unsecured claims. Holders of Allowed Claims in Class 3A - EPC
Reorganizing Spanish Affected Debt would receive no cash
distribution from the Debtors. Instead, these Holders would
receive a Replacement Guaranty with respect to the remaining amount
of the Spanish Affected Debt after giving effect to the Standard
Restructuring Terms, which terms would write off 97% of the claims
held by holders of Spanish Affected Debt and provide that the
remaining 3% would be paid out over a ten-year period at a 0%
interest rate under the terms of a Master Restructuring Agreement.
About Abengoa S.A.
Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50
countries worldwide that provides innovative solutions for a
diverse range of customers in the energy and environmental
sectors. Abengoa is one of the world's top builders of power
lines transporting energy across Latin America and a top
engineering and construction business, making massive renewable-
energy power plants worldwide.
As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.
On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.
On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.
About Abeinsa Holding
Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction USA,
LLC, Abener North America Construction L.P., and Inabensa USA, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 16-10790) on March 29, 2016. The petitions were signed by
Javier Ramirez as treasurer. They listed $1 billion to $10 billion
in both assets and liabilities.
Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016. The cases are
consolidated under Lead Case No. 16-10790.
DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk
serves as the Debtors' claims and noticing agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.
The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and
Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher
R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane
Johnson, Esq.
ADEYINKA ADESOKAN: Disclosures OK'd; Plan Hearing on Dec. 8
-----------------------------------------------------------
The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia has approved the disclosure statement
filed by Adeyinka Adesokan dated Sept. 1, 2016, and amended on Oct.
23, 2016, referring to the Debtor's plan of reorganization.
A hearing will be held on Dec. 8, 2016, at 1:30 p.m. to consider
the confirmation of the Debtor's Plan.
Objections to the confirmation of the Plan must be filed by Dec. 1,
2016, which is also the last day for filing written acceptances or
rejections of the Plan.
As reported by the Troubled Company Reporter on Oct. 27, 2016, the
Debtor filed with the Court a second amended and restated
disclosure statement to the Debtor's plan of reorganization dated
Sept. 1, 2016. Under the Plan, Mr. Adesokan will pay any holders
of Class 9 claims -- consists of all general unsecured claims
against Mr. Adesokan not classified in any of Classes 1 to 8, and
the claim of HTA Camp Creek III, LLC, arising from its default
judgment entered in the State Court of Fulton County on Dec. 8,
2015 -- under $1,000 in its full allowed amount on its claim
payment date. Mr. Adesokan will pay the remaining claims in their
full allowed amount on the same schedule and a the same interest
rate as the IRS and GDR are paid in Class 6.
About Mr. Adesokan
Adeyinka Adesokan is married to Dr. Paula Nelson, a dermatologist.
The couple built successful dermatology practices in Georgia,
Pennsylvania and Maryland, through Family Dermatology, P.C., a
Georgia professional corporation, in Pennsylvania through Family
Dermatology of Pennsylvania, P.A., and elsewhere. Mr. Adesokan
managed the business side of the Practice.
After missing on a settlement payment of $472,841 due to the U.S.
Government, Adeyinka Adesokan sought Chapter 11 protection (Bankr.
N.D. Ga. Case No. 16-50297) on Jan. 5, 2016.
Mr. Adesokan is represented by Bill Rothschild, Esq., at Ogier,
Rothschild & Rosenfeld, PC.
ADVANCED PRIMARY: U.S. Trustee Tries To Block Disclosures Okay
--------------------------------------------------------------
Samuel K. Crocker, the U.S. Trustee for Region 8, filed with the
U.S. Bankruptcy Court for the Western District of Tennessee an
objection to the amended disclosure statement filed by Advanced
Primary Care, LLC.
As reported by the Troubled Company Reporter on Oct. 17, 2016, the
Debtor filed with the Court the Amended Disclosure Statement in
support of the plan of reorganization. The Class 2 claim of First
Tennessee, which holds a pre-petition lease on the property known
as 5983 Appletree Drive, Memphis, Tennessee 38115 and which holds
UCC-1 in the amount of $3,550, will be paid at $2,500 monthly on or
before the 10th of each month.
The U.S. Trustee claims that the Debtor's Amended Disclosure
Statement does not contain adequate information regarding the
Debtor's financial affairs. The U.S. Trustee objects to the
adequacy of the Amended Disclosure Statement on these nonexclusive
grounds:
a. the Amended Disclosure Statement contains inconsistencies
and errors that must be rectified before the adequacy of
the Amended Disclosure Statement can be evaluated. The
inconsistencies include:
i. Part I, Paragraph A. Overview, indicates the case was
filed on July 14, 2016, but it was in fact filed on
July 15, 2016;
ii. Part I, Paragraph A. Overview, indicates that a copy of
the Plan is attached as Appendix No. 1, but to date a
plan has not been filed;
iii. Part I, Paragraph D. Confirmation Procedures,
references two classes of creditors, but Part IV,
Paragraph E. Treatment of Classified Claims, indicates
that there are six classes of claims;
iv. Part II, Paragraph A. Overview of Business Operations,
does not reference the second location where the Debtor
does business at 2724 Bartlett Boulevard, Memphis,
Tennessee 38134;
v. Part II, Paragraph B. Selected Financial Information
for the Debtor, references Appendix 1, containing
income statements for January through March 2016, and
Appendix 2, containing projected income statements for
fiscal 2016, 2017 and 2018, however no such documents
are attached to the Amended Disclosure Statement.
Additionally, Appendix 1 has previously been indicated
in the Amended Disclosure Statement to be the plan.
vi. Part IV, Paragraph B. Summary of Claims Process, Bar
Date and Professional Fees, contains the following
language that is incorrect or not applicable to this
case: the Debtor's claims provided no bar date by
mailing each person listed in the schedule a notice of
the bar date which was attached along with a proof of
claim form. The Court entered an order establishing
procedures for the final compensation and reimbursement
of expenses of professionals. While the court order
has not been approved yet it has been filed and will be
set for a court order. All applications filed in the
Chapter 11 case are subject to the final approval of
the Court. The above language should be corrected
and removed;
viii. Part VIII, Paragraph C. 2. Application to the
Liquidation Analysis, references Judge Kennedy instead
of the Judge in this case, Judge Emerson;
b. the Amended Disclosure Statement does not contain an
income and expense report for the entire post-petition
period including a pro forma balance sheet from date of
filing to the date the statement was filed, which would
enable creditors to assess the current financial status of
the Debtor. The Debtor's Amended Disclosure Statement
should detail the Debtor's post-petition income from
operations and business expenses of the Debtor;
c. the Amended Disclosure Statement does not provide a
statement of projected income and expenses to allow
creditors to determine the reasonableness of the Plan.
Future expenses should factor in payments called for under
the Plan, specifically setting out payments to
administrative, priority and secured creditors. The
Projections should be accompanied by a statement setting
forth the underlying assumptions indulged in by the Debtor
in developing the projections;
d. the Amended Disclosure Statement does not provide adequate
information about the rental of the Debtor's real property.
The Debtor does not indicate that the property is rented
and the terms of the rental agreement, including the
length of the lease and the amount of payments; and
e. inadequate information has been provided concerning the
Debtor's postpetition operations. The Debtor has filed no
Monthly Operating Reports for July, August, and September
2016. The non-filing of Monthly Operating Reports makes
it impossible to assess the Amended Disclosure Statement
based on mathematical data in the reports.
About Advanced Primary Care
Advanced Primary Care, LLC, is a limited liability company which
provides medical services to consumers in Memphis, Shelby County,
Tennessee. The Debtor operates its business in 5983 Appletree
Drive, Memphis, Tennessee. The business was started on June 30,
2006, in Shelby County. Michael Jones is the sole member.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No.
16-26388) on July 15, 2016.
Bankruptcy Judge George W. Emerson, Jr., oversees the case.
Advanced Primary Care is represented by John E. Dunlap, Esq., at
The Law Offices of John E. Dunlap, P.C.
ALEXANDER TORRES: Disclosures Okayed; Plan Hearing on Dec. 6
------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has approved Alexander Torres'
disclosure statement.
A hearing to consider the confirmation of the plan of
reorganization is scheduled for Dec. 6, 2016, at 10:00 a.m.
Objections to the confirmation of the Plan must be filed by Nov.
22, 2016, which is also the deadline for filing ballots accepting
or rejecting the Plan.
Deadline for fee applications is Nov. 15, 2016.
The plan proponent's deadline for serving notice of fee
applications is Nov. 22, 2016.
The plan proponent's deadline for filing the proponent's report and
confirmation affidavit is Dec. 1, 2016.
As reported by the Troubled Company Reporter on Oct. 10, 2016, the
Debtor filed with the Court an amended disclosure statement
describing the Debtor's plan of reorganization. Under the Plan,
Class 1 (Carmax) Claim in the amount of $24,793 will be paid at the
contract rate of interest at $569 per month. Carmax has not filed
a proof of claim. This claim is unimpaired.
Alexander Torres is a physician who owns and operates a small
business in Sebring, Florida, known as Highlands Advanced
Rheumatology and Arthritis, P.L.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 15-28924) on Oct. 26, 2015.
The Debtor is represented by Craig I. Kelley, Esq., at Kelley &
Fulton, P.L.
ALLEN BROTHERS: Seeks to Hire Oz Queen as Accountant
----------------------------------------------------
Allen Brothers Timber Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
an accountant.
The Debtor proposes to hire Oz Queen CPA PA to file its tax
returns, prepare financial statements necessary for its plan of
reorganization, and provide other accounting services.
Oz Queen, a certified public accountant and member of the firm,
will be paid an hourly rate of $200 for his services while his
assistants will be paid $100 per hour.
Mr. Queen disclosed in a court filing that his firm does not hold
any adverse interest and does not have any connection with the
Debtor or its creditors.
The firm can be reached through:
Oz Queen
Oz Queen CPA PA
315 Charlotte St.
Hamlet, NC 28345
Phone: 910-582-3040
Fax: 910-582-8490
About Allen Brothers Timber Co.
Allen Brothers Timber Company, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No.
16-10656) on June 28, 2016. The petition was signed by Richard
Clayton Allen, president.
The case is assigned to Judge Lena M. James. The Debtor is
represented by Ivey, McClellan, Gatton & Siegmund LLP.
At the time of the filing, the Debtor estimated its assets at
$100,000 to $500,000, and debts at $1 million to $10 million.
ALLSTATE REALTY: Seeks to Employ Vogel Bach as Counsel
------------------------------------------------------
Allstate Realty USA Corp. seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Vogel Bach & Horn, LLP as counsel, nunc pro tunc to September 22,
2016.
The Debtor requires Vogel Bach to:
(a) provide the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;
(b) take all necessary actions to protect and preserve the
Debtor’s estate during the pendency of the Chapter 11 Case;
(c) prepare on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of the Chapter 11
Case;
(d) counsel the Debtor with regard to its rights and
obligations as debtor-in-possession;
(e) appear in Court to protect the interests of the Debtor;
and,
(f) perform all other legal services for the Debtor which may
be necessary and proper in the proceedings and in furtherance of
the Debtor's operations.
Vogel Bach will be paid at an hourly rate of $225.
Vogel Bach will also be reimbursed for actual and necessary
expenses incurred.
Prior to the filing of the case, Vogel Bach received a retainer
from the principal of the Debtor of $2,500.
Eric H. Horn, member of Vogel Bach, 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.
Vogel Bach can be reached at:
Eric H. Horn, Esq.
Heike M. Vogel, Esq.
VOGEL BACH & HORN, LLP
1441 Broadway, 5th Floor
New York, NY 10018
Tel: (212) 242-8350
Fax: (646) 607-2075
Allstate Realty USA Corp. filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 16-44219) on September 22, 2016, and is
represented by Eric H. Horn, Esq., at Vogel Bach & Horn, LLP.
ALLTOUR AMERICA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alltour America Transportation, Inc.
8751 Commodity Circle, Unit 6
Orlando, FL 32819
Case No.: 16-07183
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Roman V Hammes, Esq.
ROMAN V. HAMMES, P.L.
1920 N. Orange Avenue, Suite 100
Orlando, FL 32804
Tel: (407) 650-0003
E-mail: roman@romanvhammes.com
Total Assets: $1.23 million
Total Liabilities: $1.28 million
The petition was signed by Claudio Cipeda, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb16-07183.pdf
APPLIANCES PLUS: Taps Steidl and Steinberg as Legal Counsel
-----------------------------------------------------------
Appliances Plus, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Steidl and Steinberg, P.C., and pay the
firm an hourly rate of $300 for its legal services.
Christopher Frye, Esq., at Steidl and Steinberg, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Christopher M. Frye, Esq.
Steidl and Steinberg, P.C.
2830 Gulf Tower
707 Grant Street
Pittsburgh, PA 15219
Phone: 412- 391-8000
Email: chris.frye@steidl-steinberg.com
About Appliances Plus
Appliances Plus, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-23814) on October 11,
2016. The petition was signed by Rocco A. Perla, president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
ARAMARK: S&P Affirms 'BB' CCR & Revises Outlook to Positive
-----------------------------------------------------------
S&P Global Ratings said that it revised its rating outlook on
Philadelphia-based Aramark to positive from stable and affirmed its
'BB' corporate credit rating in the company.
At the same time, S&P affirmed its 'BBB-' issue-level rating on
Aramark's senior secured bank facilities. The '1' recovery rating
is unchanged, reflecting S&P's expectation for very high (90%-100%)
recovery of principal in the event of a payment default.
S&P also affirmed its 'BB-' issue-level rating on the company's
senior unsecured debt. The '5' recovery rating is unchanged,
reflecting S&P's expectation for modest (10%-30%; upper half of the
range) recovery of principal in the event of a payment default.
S&P has revised its recovery expectation for the unsecured debt to
the upper half of the range from the lower half previously.
Reported debt outstanding was about $5.4 billion as of July 1,
2016.
"The outlook revision reflects our view that Aramark's
profitability will continue to grow due to new business wins,
productivity initiatives, and strong retention rate resulting in
strong free cash flow generation, which should allow the company to
further improve its credit ratios," said S&P Global Ratings' credit
analyst Katherine Heng. "We forecast that debt to EBITDA will
improve to the mid-3x area over the next year."
S&P's corporate credit rating on Aramark reflects the company's
leading (though not dominant) position in the competitive and
fragmented food and support services market, its sizable business
with customers in relatively stable service segments (particularly
health care, education, and corrections), its high client retention
rates, and its moderate geographic diversity. S&P believes that
Aramark's focus on relatively stable verticals should limit
downside risks from the weakening trends in the broader
restaurant/food away from home space.
The positive outlook reflects the likelihood that S&P could raise
its corporate credit rating on Aramark if the company continues to
strengthen credit ratio, including improving debt to EBITDA to the
mid-3x area, due to a combination of modest profit growth and debt
reduction. The upgrade would incorporate Aramark's willingness to
prioritize debt reduction over allocating free cash flow for
acquisitions or shareholder distributions.
S&P could revise the outlook to stable if Aramark doesn't meet
S&P's forecasts or if its financial policy becomes more aggressive,
including potentially meaningful debt-financed acquisitions, and
result in debt to EBITDA sustained at around 4x.
AVENUE C TENANTS: Needs Until January 24 to Solicit Plan Votes
--------------------------------------------------------------
Avenue C Tenants HDFC asks the U.S. Bankruptcy Court for the
Southern District of New York to extend for 90 days the time within
which the Debtor has the exclusive right to solicit acceptances
with respect to its filed Plan of Reorganization through and
including January 24, 2017.
The Debtor filed its Plan of Reorganization on July 28, 2016 and on
August 25, the Debtor filed its Disclosure Statement for the Plan.
Consequently, the Debtor filed its motion to seek approval of the
Disclosure Statement on October 11, 2016, with a hearing set for
November 17, 2016.
Absent an extension, to Solicitation period was scheduled to expire
on October 26, 2016.
The Debtor said it is currently in the process of compiling the
information necessary to confirm its Plan.
A hearing will be held on November 17, 2016 at 10:00 a.m. for an
order extending the period for which the Debtor has the exclusive
right to solicit acceptances with respect to its filed plan of
reorganization.
About Avenue C Tenants
Avenue C Tenants HDFC operates a mixed-use property located at
73-75 Avenue C, New York, New York (the "Property"), which consists
of 16 affordable, rent-stabilized apartments and two commercial
spaces. The Property is currently subject to a foreclosure action
initiated by NYCTL 2013-A TRUST and The Bank of New York Mellon as
Collateral Agent and Custodian, which claim has been assigned to
NYCTL 1998-2 Trust and The Bank of New York Mellon as Collateral
Agent and Custodian, the holder of a real estate tax lien against
the Property. As a result of New York City Department of Housing
Preservation and Development's Community Management Program, the
Debtor was created as an HDFC and was issued a deed to the Property
in 1981.
Avenue C Tenants HDFC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 16-11209) on April 29, 2016. The Hon. Stuart M. Bernstein
presides over the case. Arnold Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck, P.C., serves as counsel to
the Debtor. In its petition, the Debtor disclosed assets of $2.04
million and liabilities of $1.28 million. The petition was signed
by Herman Hewitt, senior vice president.
BALTIMORE HOTEL: S&P Affirms 'BB' Rating on $247.5MM Revenue Bonds
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issue rating on Baltimore
Hotel Corp.'s $247.5 million senior secured revenue bonds series
2006A and $53.44 million second-lien bonds series 2006B, both of
which are due 2039. The outlook is stable.
"The rating action reflects our view of stabilized occupancy with
modest room for improvement to revenue growth," said S&P Global
Ratings credit analyst David Lum.
The stable outlook reflects expectations that debt service coverage
will modestly improve in the next five years and that operating
metrics will remain stable.
BASIC ENERGY: Seeks to Hire Epiq as Administrative Agent
--------------------------------------------------------
Basic Energy Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Epiq Bankruptcy
Solutions, LLC as administrative agent.
The firm will provide these services to the company and its
affiliates in connection with their Chapter 11 cases:
(a) assisting in the solicitation, balloting and tabulation
of votes;
(b) generating an official ballot certification and
testifying, if necessary, in support of the ballot
tabulation results for any Chapter 11 plan;
(c) providing a confidential data room;
(d) assisting in the preparation of the Debtors' schedules of
assets and liabilities and statements of financial
affairs; and
(e) managing any distributions pursuant to any confirmed
bankruptcy plan.
The firm's professionals and their hourly rates are:
Clerical/Admin Support $25 - $45
Case Managers $70 - $165
IT/Programming $65 - $85
Consultants/Directors $160 - $190
Executive Vice-President, $215
Solicitation
Solicitation Consultant $190
Other Executives No charge
Angela Tsai, director of Epiq's Consulting Services Division,
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:
Angela Tsai
Epiq Bankruptcy Solutions, LLC
824 N. Market Street, Suite 412
Wilmington, DE 19801
About Basic Energy Services
Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)
-- http://www.basicenergyservices.com/-- provides well site
services to more than 2,000 land-based oil and natural gas
producing companies throughout the United States.
Basic Energy Services, Inc. and 27 affiliated companies filed
petitions (Bankr. D. Del. Lead Case No. 16-12320) on Oct. 25, 2016.
The cases have been assigned to Judge Kevin J. Carey. The Debtors
have filed a fully consensual Joint Prepackaged Chapter 11 Plan and
Disclosure Statement and began soliciting votes to accept or reject
such Prepackaged Plan and Disclosure Statement before the Petition
Date. The Debtors are seeking Court approval of the Disclosure
Statement and Prepackaged Plan on Dec. 7, 2016.
The Debtors have hired Richards, Layton & Finger, P.A. as Delaware
counsel and Moelis & Company LLC as financial advisor.
Counsel to the Prepetition Term Loan Lenders and certain of the DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson
& Corroon LLP.
Counsel to U.S. Bank National Association, as Prepetition Term Loan
Agent and acting as administrative agent and collateral agent, are
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank is extending
a superpriority secured multiple delayed-draw term loan facility to
the Debtors in an aggregate principal amount of $90 million.
Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath,
Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell
LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.
An ad hoc group of holders that own or manage with the authority to
act on behalf of the beneficial owners of the Company's 2019 Senior
Notes and the 2022 Senior Notes, consists of:
-- Ascribe Capital LLC,
-- Brigade Capital Management, L.P. and
-- Silver Point Capital, L.P., and
-- other entities that may join such ad hoc group from
time to time.
Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.
BASIC ENERGY: Seeks to Hire Weil Gotshal as Legal Counsel
---------------------------------------------------------
Basic Energy Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Weil, Gotshal & Manges
LLP as legal counsel.
The services to be provided by the firm include assisting the
company and its affiliates in obtaining approval for their joint
prepackaged Chapter 11 plan.
Weil Gotshal's current customary hourly rates range from $950 to
$1,400 for members and counsel, $510 to $930 for associates, and
$220 to $375 for paraprofessionals.
Ray Schrock, Esq., a member of Weil Gotshal, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Schrock disclosed that the firm did not agree to any variations
from, or alternatives to, its standard or customary billing
arrangements for the engagement.
Mr. Schrock also disclosed that none of the firm's professionals
varied the rates based on the geographic location for the
bankruptcy cases.
Weil Gotshal, in conjunction with the companies, is developing a
prospective budget and staffing plan for the cases for the period
October 25, 2016 to December 31, 2016, according to Mr. Schrock.
The firm can be reached through:
Ray C. Schrock, Esq.
767 Fifth Avenue
New York, NY 10153
Phone: 212-310-8000
About Basic Energy Services
Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)
-- http://www.basicenergyservices.com/-- provides well site
services to more than 2,000 land-based oil and natural gas
producing companies throughout the United States.
Basic Energy Services, Inc. and 27 affiliated companies filed
petitions (Bankr. D. Del. Lead Case No. 16-12320) on Oct. 25, 2016.
The cases have been assigned to Judge Kevin J. Carey. The Debtors
have filed a fully consensual Joint Prepackaged Chapter 11 Plan and
Disclosure Statement and began soliciting votes to accept or reject
such Prepackaged Plan and Disclosure Statement before the Petition
Date. The Debtors are seeking Court approval of the Disclosure
Statement and Prepackaged Plan on Dec. 7, 2016.
The Debtors have hired Richards, Layton & Finger, P.A. as Delaware
counsel and Moelis & Company LLC as financial advisor.
Counsel to the Prepetition Term Loan Lenders and certain of the DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson
& Corroon LLP.
Counsel to U.S. Bank National Association, as Prepetition Term Loan
Agent and acting as administrative agent and collateral agent, are
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank is extending
a superpriority secured multiple delayed-draw term loan facility to
the Debtors in an aggregate principal amount of $90 million.
Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath,
Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell
LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.
An ad hoc group of holders that own or manage with the authority to
act on behalf of the beneficial owners of the Company's 2019 Senior
Notes and the 2022 Senior Notes, consists of:
-- Ascribe Capital LLC,
-- Brigade Capital Management, L.P. and
-- Silver Point Capital, L.P., and
-- other entities that may join such ad hoc group from
time to time.
Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.
BEEBE DIVERSIFIED: NTS, Tehama Asphalt Appointed to Committee
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 17, on Oct. 27
appointed NTS Mikedon LLC and Tehama Asphalt Processing Inc. to
serve on the official committee of unsecured creditors of Beebe
Diversified Limited Partnership.
The committee is now composed of:
(1) Sara J. Stripe
8712 Milo Court
Elk Grove, CA 95624
(2) Chad Wilson of Lanak & Hanna, P.C.
Counsel for Corix Water Products (US), Inc.
625 The City Drive South, Suite 190
Orange, CA 92868
(3) Maria Bennett
Credit & Collections Manager
NTS Mikedon LLC dba National Trench Safety
260 N. Sam Houston Parkway, East, Suite 260
Houston, TX 77060
(4) Brian Ramsey
President
Tehama Asphalt Processing Inc.
22645 Fisher Road
Red Bluff, CA 96080
The two other members of the committee were appointed on Oct. 5.
Meanwhile, Pape' Material Handling, Inc. is no longer a committee
member, court filings show.
About Beebe Diversified
Beebe Diversified Limited Partnership filed a Chapter 11 petition
(Bankr. E.D. Cal. Case No. 16-25618), on Aug. 25, 2016. The
petition was signed by Elizabeth Beebe, general partner.
The case is assigned to Judge Christopher M. Klein. The Debtor's
counsel is Anthony Asebedo, Esq. at Meegan, Hanschu & Kassenbrock.
At the time of filing, the Debtor estimated assets at $1 million to
$10 million and liabilities at $1 million to $10 million. A copy
of the Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb16-25618.pdf
BEEKMAN LIQUORS: Selling All Assets to Kwon for $325,000
--------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on Nov. 29, 2016 at
10:00 a.m. to consider Beekman Liquors, Inc.'s private sale of
substantially all of its assets to Angela Kwon for $325,000 plus
the cost of the alcoholic beverage inventory.
The Debtor operates a liquor store located at 500 Lexington Avenue,
New York, NY ("Premises"), where it has been operating since 1996.
The Debtor is the tenant of a lease ("Lease") for the Premises,
leased from 277 Park Avenue, LLC ("Landlord") pursuant to a written
Lease dated March 20, 1996, which Lease was modified and extended
thereafter on March 4, 2011 for a term ending on March 31, 2021.
As of the Filing Date, Debtor owes the Landlord back rent in the
amount of $148,797, of which the sum of $75,179 is secured by a
cash security deposit held by Landlord on Debtor's behalf. The
Debtor's obligations to the Landlord are current post-petition. By
Stipulation and Order approved by the Court on Aug. 19, 2016, the
Debtor's time within which it must elect to assume or reject the
Lease was extended through and including Dec. 9, 2016.
As of the Filing Date, the Debtor's assets consisted of: (a) Cash
in the bank in the amount of $3,736; (b) Security Deposit with the
landlord in the amount of $75,179; (c) Liquor Inventory of
approximately $497,512; (d) Office Equipment and Fixtures of
minimal, if any, value; (e) Chrysler Town & Country Minivan; (f)
Commercial Lease for the Premises with 277 Park Avenue, LLC; and
(g) a NYS Liquor License.
As of the Filing Date, as evidenced by proofs of claim filed in
this matter, the Debtor has a total of $492,076 of secured claims
owed to the following secured creditors in the following priority:
(a) First Priority Secured Claim to American Express Bank, FSB in
the amount of $97,508 per UCC-1 Financing Statement filed July 30,
2014; (b) Second Priority Secured Claim to New York State
Department of Tax and Finance in the total amount of $84,121 per
New York State Tax Warrants entered Sept. 23, 2014 and April 28,
2015; (c) Third Priority Secured Claim to Merchant Cash & Capital,
LLC in the amount of $235,269 per UCC-1 Financing Statement filed
March 21, 2016; and (d) a Secured Claim to 277 Park Avenue, LLC in
the amount of $75,179 against a cash security deposit held by
Landlord on Debtor's behalf in connection with the Lease.
The efforts employed by the Debtor to sell its assets were
successful and resulted in the Agreement of Sale with Purchaser
dated Oct. 13, 2016.
The key provisions of the Agreement are:
a. Seller agrees to sell and the Purchaser agrees to
purchase the liquor/wine store business including the Schedule "A"
chattels (all furniture, fixtures and shelving now situated at the
Premises), the good will, telephone number and Lease for $325,000,
plus the cost of the alcoholic beverage inventory, which Debtor
currently estimates at approximately $450,000.
b. Purchaser agrees to pay to Seller the sum of $32,500
(the "Cash Deposit") upon execution of the Agreement with the
balance due at the closing of the Agreement.
c. Purchaser agrees to pay the sum of $75,300 at the
closing to Seller representing the security deposit posted by
Seller with the Landlord of the Premises.
d. In addition, Purchaser will pay to the NYS Sales Tax
Bureau all sales tax on taxable chattels being sold.
e. All assets being sold will be free and clear of all
liens, claims, encumbrances and interests and all "as is" and
"where situated."
f. Purchaser has represented and warranted that to the
best of Purchasers' knowledge the Purchaser is a proper person to
receive a New York State Liquor Authority off premises liquor
license.
g. Seller will pay the commission owed to Isa Realty
Group, LLC in connection with the Agreement in the amount of
$32,500 (representing 10% of the purchase price of $325,000) at the
closing from the proceeds of the sale.
h. In the event that a higher and better offer is
accepted and approved by the Bankruptcy Court, Purchaser shall be
entitled to a $10,000 breakup fee.
i. The Agreement is subject to and conditioned upon the
approval by the State Liquor Authority of the application by the
Purchaser or its assigns for an off-premises liquor license, and
the approval by the United States Bankruptcy Court of the Agreement
and the assignment of the Seller's Lease to Purchaser.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Beekman_Liquors_38_Sales.pdf
The Debtor submits that the private sale of the Debtor's assets is
reasonable and a sale at auction is not warranted as it will not
yield any greater purchase price or any greater recovery to the
creditors of the Debtor's estate, after considering all expenses
attributable to an auction, the Lease issue and the complexities of
the Authority's procedures. The Debtor will continue to entertain
other offers, pending this Court's approval of the Agreement and
the actual closing thereof.
The proposed Agreement with Kwon will yield proceeds to Debtor of
approximately $850,300. The amount is sufficient to satisfy the
following in full at the closing:
(a) the Broker's commission of $32,500;
(b) payment to the Landlord of $148,797 upon the assumption
and assignment of the Lease which is required under the Agreement;
(c) all of the Debtor's secured debt in the approximate amount
of $346,629 (as Merchant Cash & Capital, LLC has agreed to payment
of $165,000 as payment in full of its claim, if received by Jan.
31, 2017, reducing the total amount of secured debt by $70,269),
and
(d) all closing costs of the sale transaction.
The Debtor seeks authority to satisfy all of the secured claims in
full from the sale proceeds of the sale of the Debtor's assets to
Kwon. Payments to the secured creditors and Landlord total
$495,426, leaving approximately $322,374 in surplus proceeds, after
adjustments at closing and payment of Isa Realty Group, LLC's
$32,500 broker's commission. The Surplus Proceeds will be deposited
into and held in escrow by the Escrowee and only distributed in
accordance with the further orders of the Bankruptcy Court. Said
proceeds will be utilized to fund Debtor's plan of liquidation.
About Beekman Liquors
Beekman Liquors, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11370) on May 13,
2016. The petition was signed by
David Frieser, president. The case is assigned to Judge Martin
Glenn. The Debtor estimated assets of $500,000 to $1 million and
debts of $1 million to $10 million.
Beekman Liquors has employed Alter & Brescia LLP as its legal
counsel; Mehler & Buscemi as special counsel; Steven Sundack C.P.A.
P.C. as accountant; and New York New Star Realty Inc. as broker in
connection with a potential sale of the Debtor's assets.
BELIEVERS BIBLE: Needs Until April 3 to File Plan of Reorganization
-------------------------------------------------------------------
Believer's Bible Christian Church, Inc. asks the U.S. Bankruptcy
Court for the Northern District of Georgia to extend its exclusive
period to file a plan of reorganization through and including April
3, 2017, and its deadline to solicit acceptances of such plan
through and including May 3, 2017.
The Debtor tells the Court that it has not previously requested for
an extension of its exclusivity periods, and the Debtor is still
attempting to negotiate a plan with its major creditors.
The Court will hold a hearing on the Debtor's motion on December 8,
2016 at 1:30 p.m.
About Believers Bible Christian Church
Believer's Bible Christian Church, Inc., filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008. The
petition was signed by Theo A. McNair Jr., president. The Debtor
is represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C.
The case is assigned to Judge Joyce Bihary. The Debtor has
estimated assets and debts ranging from $1 million to $10 million
each, at the time of the filing.
The Office of the U.S. Trustee on Oct. 6 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Believer's Bible Christian
Church, Inc.
BIONITROGEN HOLDINGS: Needs Until December 16 to File Plan
----------------------------------------------------------
BioNitrogen Holdings Corp. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of Florida to extend
their exclusive periods to file a plan of reorganization and
solicit acceptances to the plan to December 16, 2016, and February
14, 2017, respectively.
The Debtors said they have continued to pursue all viable
reorganization opportunities, including a financial sponsor or
acquirer to provide the necessary funding associated with
confirming a plan of reorganization and exiting these chapter 11
cases. However, since the entry of the Third Extension Order, the
Debtors reorganization efforts have taken a significantly different
albeit beneficial turn. The Debtors have made progress towards
locating a strategic investor or acquirer of its publicly traded
end user manufactured product, and have obtained a new strategic
partner for engineering and technology support.
However, the Debtors still require additional time to finalize a
deal and specific terms of a plan, exploring various investment
opportunities with sophisticated strategic and financial investors
who have scientific and technical expertise with the Debtors'
intellectual property, that is the primary asset in these cases.
The Debtors tell the Court that the agreements, once finalized will
allow the Debtors to rather easily obtain the necessary financing
to acquire the manufacturing plant components that Graham Copley
has been evaluating since the entry of the third order extending
its exclusive periods to Nov. 1, 2016, and Dec. 31, 2016,
respectively, and eventually, for the Debtors to successfully
emerge from these Chapter 11 cases.
The Debtors are so confident that these efforts will lead to a
successful reorganization that they have conferred with their
largest secured creditor, Annon Consulting, Inc., to the continued
imposition of the automatic stay and to extend the Drop Dead Date
under the Stay Relief Order (and a commensurate extension of
Exclusivity) for an additional 45 days provided that the Debtors
make an additional adequate protection payment in the amount of
$50,000 on or before November 10, 2016.
About BioNitrogen Holdings, Corp.
BioNitrogen Holdings Corp. (OTC PINK: BION) --
http://www.BioNitrogen.com/-- is a cleantech company that utilizes
patented technology to build environmentally friendly plants that
convert biomass into urea fertilizer.
Miami, Florida-based BioNitrogen Holdings, Corp., formerly known as
Hidenet Securities Architectures, Inc., doing business as
BioNitrogen Corp. and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 15-29505 to 15-29515) on
Nov. 3, 2015. The petition was signed by Carlos A. Contreras,
chairman and chief executive officer.
Bankruptcy Judges Robert A. Mark, Laurel M. Isicoff and Jay Cristol
preside over the cases. Jacqueline Calderin, Esq., at Ehrenstein
Charbonneau Calderin represents the Debtors in their restructuring
effort. In its petition, BioNitrogen Holdings said the value of
the assets are "unknown" and its liabilities total $3.5 million.
BioNitrogen Florida Holdings and BioNitrogen Plant FL Taylor
estimated assets between $0 and $50,000, and debts at $1 million to
$10 million.
BISHOP OF STOCKTON: Unsecureds To Recoup 50% Under Plan
-------------------------------------------------------
The Roman Catholic Bishop of Stockton filed with the U.S.
Bankruptcy Court for the Eastern District of California a
disclosure statement regarding the Debtor's plan of reorganization
dated Oct. 26, 2016.
A hearing on the confirmation of the Plan is set for Dec. 20, 2016,
at 1:30 p.m.
Under the Plan, Class 6 General Unsecured Claims are impaired.
Class 6 - General Unsecured Claims includes every unsecured Claim
against the Debtor (including, but not limited to, every claim
arising from the rejection of an executory contract and every claim
which is the undersecured portion of any secured claim), which is
not (1) an unclassified claim or (2) classified in any other class
under the Plan. Every creditor holding a Class 6 Claim, as and
when the Class 6 Claim is or becomes an allowed General Unsecured
Claim, will be paid in cash 50% of the allowed General Unsecured
Claim, without regard to any penalty claims, on the later of the
Effective Date or the claim payment date in full satisfaction,
settlement and release of the claim.
The Debtor will transfer $7.40 million or so much as is necessary
to satisfy the Debtor's initial obligations under the Plan to the
Plan implementation account. A portion of the funding may be
obtained through the Cemetery Loan to the Debtor or Reorganized
Debtor. After the Confirmation Date, the Debtor may transfer (i)
all of the funds held pursuant to the court order granting Debtor's
motion to approve stipulation regarding procedures for sale of
Eucharistic Franciscan Sisters Residence, and (ii) all of the funds
held pursuant to the Order on Debtor's motion for court order
approving a stipulation for turnover of Rabbi Trust Funds and
payment of post-petition plan expenses to the Plan Implementation
Account without further court order.
Pursuant and subject to the insurance settlement agreement, the
settling insurers will wire transfer the aggregate sum of
$3,305,000 to the Plan Implementation Account.
Pursuant and subject to participating parties agreement, the
participating parties will transfer $2,905,000 to the Plan
Implementation Account.
Pursuant and subject to the participating party agreement, All
Saints University Church will transfer $1,295,000 to the Plan
Implementation Account.
Pursuant and subject to the participating party agreement, the
The Roman Catholic Welfare Corporation of Stockton will transfer $1
million to the Plan Implementation Account.
In addition to providing funds to the Plan Implementation Account,
on or before the Effective Date, the Debtor will transfer the
$750,000 Unknown Tort Claims Fund Note to the Trustee. To the
extent necessary to allow the Debtor to satisfy its initial
obligations under the Plan, the law firm of Felderstein Fitzgerald
Willoughby & Pascuzzi LLP and the law firm of Neumiller & Beardslee
APC will consent to defer payment of approximately $445,000 of
their allowed professional fee claims.
The Disclosure Statement is available at:
http://bankrupt.com/misc/caeb14-20371-761.pdf
About Diocese of Stockton
The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from the territory formerly located in
the Archdiocese of San Francisco and the Diocese of Sacramento.
The Diocese, comprising the six counties of San Joaquin,
Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently
serves approximately 250,000 Catholics in 35 parishes.
As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities. Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.
When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.
Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.
In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014. Judge Christopher M. Klein oversees the case. Attorneys at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel
to the Debtor.
Stockton scheduled total assets of more than $7.2 million against
debt totaling $11.85 million. The schedules also show that the
diocese has $1.6 million in secured debt. Creditors of the
diocese assert $367,290 in unsecured priority claims and $9.88
million in unsecured non-priority claims.
BOM DIA: Hires Vogel Bach as Attorney
-------------------------------------
Bom Dia Realty Inc. seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Vogel Bach &
Horn, LLP, as counsel, nunc pro tunc to September 28, 2016.
The Debtor requires Vogel Bach to:
(a) provide the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;
(b) take all necessary actions to protect and preserve the
Debtor’s estate during the pendency of the Chapter 11 Case;
(c) prepare on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of the Chapter 11
Case;
(d) counsel the Debtor with regard to its rights and
obligations as debtor-in-possession;
(e) appear in Court to protect the interests of the Debtor;
and,
(f) perform all other legal services for the Debtor which may
be necessary and proper in the proceedings and in furtherance of
the Debtor's operations.
Vogel Bach will be paid at an hourly rate of $225 plus costs and
expenses.
Prior to the filing of the case, Vogel Bach received a retainer
from the principal of the Debtor of $2,500.
Eric H. Horn, Esq., member of Vogel Bach, 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.
Vogel Bach can be reached at:
Eric H. Horn, Esq.
Heike M. Vogel, Esq.
VOGEL BACH & HORN, LLP
1441 Broadway, 5th Floor
New York, NY 10018
Tel: (212) 242-8350
Fax: (646) 607-2075
Bom Dia Realty Inc. filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 16-44341) on September 28, 2016, and is represented by
Eric H Horn, Esq., at Vogel Bach & Horn, LLP.
BORIS PINTAR: Hearing on Disclosure Statement Set For Nov. 22
-------------------------------------------------------------
Boris Pintar & Zdenka Mary Pintar filed with the U.S. Bankruptcy
Court for the Central District of California a motion for approval
of the Debtors' first amended disclosure statement dated Oct. 26,
2016, in support of the Debtors' plan of reorganization.
A hearing on the Debtors' request is scheduled for Nov. 22, 2016,
at 1:30 p.m.
Boris Pintar & Zdenka Mary Pintar filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 16-10646) on March 4, 2016.
Onyinye N Anyama, Esq., at Anyama Law Firm serves as the Debtor's
bankruptcy counsel.
BROADSTREET PARTNERS: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to BroadStreet Partners,
Inc. The rating agency has also assigned a B2 rating to the senior
secured credit facilities to be issued by BroadStreet to refinance
an existing bank credit facility. The rating outlook for
BroadStreet is stable.
RATINGS RATIONALE
BroadStreet's ratings reflect its growing presence in middle market
insurance brokerage, especially in the Midwest, its good
diversification across clients and carriers, and its solid EBITDA
margins and free cash flow metrics. Formed in 2000, Broadstreet
invests majority interests in large agencies and allows its
partners to operate fairly autonomously, maintaining their local
and regional brands, with the prior owners retaining minority
stakes. The BroadStreet has a network of 19 regional insurance
agencies, which have completed more than 250 small and mid-sized
acquisitions. These acquisitions have accelerated in the past few
years.
These strengths are tempered by the company's elevated financial
leverage, and by the execution and contingent risks associated with
its high volume of acquisitions. The company's existing and
acquired operations face potential liabilities arising from errors
and omissions in the delivery of professional services.
The new credit arrangement for BroadStreet will include a
$100 million five-year senior secured revolving credit facility
(undrawn, rated B2) and a $410 million seven-year senior secured
term loan B (rated B2). Moody's estimates that BroadStreet will
have a debt-to-EBITDA ratio in the range of 5.5x-6x, (EBITDA -
capex) interest coverage in the range of 2x-3x, and a
free-cash-flow-to-debt ratio in the range of 3%-6%. These metrics
include the rating agency's accounting adjustments for operating
leases, noncontrolling interest expense, deferred earnout
obligations and run-rate earnings from completed acquisitions.
Moody's expects the company to maintain credit metrics at these
levels as it continues its acquisition strategy. In addition, the
company has intercompany loan agreements with its agency partners
that enhance liquidity available to the parent.
Factors that could lead to an upgrade of BroadStreet's ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest exceeding 2.5x, and (iii)
free-cash-flow-to-debt ratio exceeding 6%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of
interest below 1.5x, or (iii) free-cash-flow-to-debt ratio below
3%.
Moody's has assigned these ratings (and loss given default (LGD)
assessments):
Corporate family rating B2;
Probability of default rating B2-PD;
$100 million five-year senior secured revolving credit facility
B2 (LGD3);
$410 million seven-year senior secured term loan B2 (LGD3).
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in December 2015.
Headquartered in Columbus, Ohio, BroadStreet ranked as the
15th-largest US insurance broker based on 2015 revenues, according
to Business Insurance. The company generated total revenue of $306
million for the 12 months through June 2016.
BSD MEDICAL: Court Extends Plan Exclusivity Through Nov. 21
-----------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah extended the exclusive periods within which BSD
Medical Corporation fka Perseon Corporation will file a chapter 11
plan and solicit acceptances to such plan, through and including,
Nov. 21, 2016, and Jan. 18, 2017, respectively.
Previously, the Troubled Company Reporter said the Debtor has asked
the Court for a 60-day exclusivity extension because the Debtor had
focused its efforts on continuing its business operations,
obtaining certification to continue to sell its products in the
European market, and consummating the sale of the bulk of its
assets with MedLink Technologies, LLC, a wholly owned subsidiary of
Scion Medical Technologies, LLC.
In addition, under the asset purchase agreement, the Debtor sold
the name "Perseon Corporation" to Scion, and consequently, the
Debtor had taken action with the Delaware Division of Corporations
to change its name to BSD Medical Corporation.
Having the sale transaction closed only on Aug. 22, 2016, the
Debtor had focused its efforts on developing the Plan and now it
will seek confirmation of the Plan to expeditiously distribute
funds -- the Debtor received $4.35 million purchase price, minus
the $850,000 bid deposit, from Scion -- to the its stakeholders.
About BSD Medical
BSD Medical Corporation fka Perseon Corporation, sought Chapter 11
protection (Bankr. D. Utah Case No. 16-24435) on May 23, 2016, in
Salt Lake City. Perseon is publicly traded medical technology
developer and manufacturer that is primarily focused on creating
and manufacturing ablation technologies for treating cancer.
The Debtor listed $1 million to $10 million in assets and debt.
The Debtor is represented by Steven T. Waterman, Esq., at Dorsey &
Whitney LLP. Nixon Peabody LP serves as patents counsel. The
petition was signed by Clinton E. Carnell Jr., CEO/President.
Chief Judge R. Kimball Mosier is assigned to the case.
No trustee, examiner, or official committee of unsecured creditors
has been appointed in this case.
C & C CAPITAL: Needs Additional 45 Days to Complete Plan
--------------------------------------------------------
C&C Capital Trading Corp. requests the U.S. Bankruptcy Court for
the Southern District of Florida for an extension of its exclusive
deadline to file its Plan and Disclosure Statement for a period of
no less than 45 days.
Absent an extension, the filing deadline was slated to expire Oct.
31, 2016. However, the Debtor is still gathering information in
the formulation of its Plan and Disclosure Statement, especially
given the recent efforts by the Debtor to obtain necessary
discovery from Abreu II, LLC -- an entity claiming to hold a
purchase contract for the Debtor's property interests.
About C&C Capital
C & C Capital Trading Corp. filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 16-17485) on May 25, 2016.
The Petition was signed by the company's President, Maximo Corzo.
The Debtor's counsel is James B. Miller, Esq., James B. Miller,
P.A., 19 West Flagler St. #416, Miami, FL 33130. At the time of
filing, the Debtor had $500,000 to $1 million in estimated assets
and $100,000 to $500,000 in estimated liabilities.
C & D PRODUCE: Mulls Asset Sale, Seeks Plan Exclusivity Extension
-----------------------------------------------------------------
C & D Produce Outlet, Inc. and C & D Produce Outlet - South, Inc.
ask the U.S. Bankruptcy Court for the Southern District of Florida
to extend their exclusive periods for filing a plan of
reorganization and soliciting acceptances to their plan, through
February 15, 2017 and April 17, 2017, respectively.
The Debtors' Exclusive Filing Period is currently set to expire
November 17, 2016.
The Debtors tell the Court that they want to sell the real property
and/or business operations of both C&D Produce Outlet – South,
Inc., located at 3133 Lake Worth Road, Lake Worth, Florida, and C&D
Produce, Inc., located at 8915 North Military Trail, Palm Beach
Gardens, Florida. The Debtors said the sale will aid in funding an
effective Plan of Reorganization. The Debtors are requesting that
their exclusivity deadline be extended to allow the sale of the
properties to take place.
About C & D Produce Outlet, Inc.
C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc.,
filed separate chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-15760 and 16-15764) on April 21, 2016. The petitions were
signed by Carol Saldana, the Debtors' president. The Debtors are
represented by Craig I. Kelley, Esq., at Kelley & Fulton, P.L. The
Debtors tapped Mary P. Rodgers, CPA, of Ackerman Rodgers CPA, PLLC,
as accountant. At the time of the filing, C & D Produce Outlet,
Inc. estimated assets at $0 to $50,000 and liabilities at $100,000
to $500,000; C & D Produce Outlet - South, Inc. estimated assets at
$0 to $50,000 and liabilities at $500,000 to $1 million.
CAESARS ENTERTAINMENT: Gets Court Approval on Intercompany Deal
---------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Caesars Entertainment Operating Company's (CEOC)
motion for an order (a) approving a settlement agreement by and
among CEOC and Caesars Entertainment Corporation (CEC) concerning
treatment of the assets and liabilities associated with certain
non-qualified deferred compensation plans. According to the
report, "The negotiations, which, at times, involved the UCC and
certain of the Plan Participants, primarily revolved around
analyzing (a) the terms of the Deferred Compensation Plans and
Asset Vehicles, which contained various and ambiguous provisions
regarding responsibility for the liabilities and ownership of the
assets and (b) factual information, to the extent available,
regarding the administration and operation of the Deferred
Compensation Plans and Asset Vehicles, including unsettled
questions of which entities employed the Plan Participants and made
contributions to the Asset Vehicles . . . . The Settlement
Agreement will allow for the elimination of approximately $90
million of contingent unsecured claims against CEOC related to
potential obligations under the Deferred Compensation Plans. This
reduction in potential claims will facilitate the Debtors' efforts
to satisfy the condition precedent in the Debtors' proposed plan of
reorganization that the aggregate amount of allowed unsecured
claims in Class I, Class J, Class K, and Class L will not exceed
$350 million."
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 it 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 entitled 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, were due Oct. 31.
CALIFORNIA HISPANIC: Selling Sacramento Property for $558,000
-------------------------------------------------------------
California Hispanic Commission on Alcohol and Drug Abuse, Inc.,
asks the U.S. Bankruptcy Court for the Central District of
California to approve bidding procedures and a purchase agreement
in connection with the sale of real property commonly known as 1322
D Street, Sacramento, California, to Raman Suri and Radhika Oberoi,
as Stalking Horse Bidder, for $557,500, or alternatively to the
successful overbidder.
A hearing on the Motion is set for Nov. 17, 2016 at 11:00 a.m.
The Debtor operates counseling facilities in Southern California
pursuant to contracts with Orange and Los Angeles counties. Some of
its facilities are leased properties and others are owned by the
Debtor.
The Sacramento Property is an approximately 2600 square foot
Victorian duplex used at one time for transitional living. It is
located in the "Mansion Flats" neighborhood also known as the
Washington Historic District is currently leased.
The Property secures a Building Lender Confirmation Letter
("Confirmation Letter") dated as of Dec. 14, 2005 evidencing a loan
in the original principal amount of$325,000 ("Loan") made by Wells
Fargo Bank, National Association. The Confirmation Letter was later
amended in May 2014 to modify the amount of the interest on the
Loan. The Loan is secured by a deed of trust and an assignment of
rents and leases. The payoff amount for the Wells Fargo
indebtedness is approximately $216,838 based upon Wells Fargo's
proof of claim filed on April 22, 2016.
On June 13, 2016, the Debtor entered into a listing agreement
employing Turton Commercial Real Estate ("Turton") as the listing
agent as set forth in that certain Residential Listing Agreement
(Exclusive Authorization and Right to Sell) ("Listing Agreement")
to list for sale, inter alia, the Property. The Listing Agreement
for the Property provides that Turton will be compensated for its
services in an amount equal to 5% of the gross sales price for the
sale of the Property. The Court approved Debtor's retention of
Turton and its broker's commission by order entered on July 19,
2016.
The Property was initially listed for sale at $545,000 and
thoroughly marketed by the broker in accordance with the Broker
Retention Order. Four written offers, including the offer by the
Stalking Horse Bidder, were received by the Broker. The Stalking
Horse Bidder's offer was chosen based on the purchase price of
$557,500 (with an initial offer of $565,000, consensually reduced
by a $7,500 credit at closing) offered for the Property, the fact
that it was an "all cash" sale without any financing contingencies
and the judgment of the Debtor and the Broker that the Stalking
Horse Bidder has the ability to complete the all-cash, no
contingency purchase.
Pursuant to the Purchase Agreement, the Stalking Horse Bidder has
agreed to purchase the Property for $557,500 -- with an initial
offer of $565,000, which was consensually reduced by a $7,500
credit at closing -- "all cash", without financing or other
contingencies other than Bankruptcy Court approval. The Stalking
Horse Bidder has made a deposit in the amount of $16,920,
approximately 3% of the purchase price ("Deposit"). The Deposit is
non refundable unless (i) the Sale fails to close because the Court
refuses to approve the Sale (unless such refusal is due to the
breach or default of the Stalking Horse Bidder); (ii) the Sale
fails to close due to the breach or default of the Debtor; or (iii)
the Property is sold to a third party overbidder.
While the Debtor is prepared to consummate the Sale with the
Stalking Horse Bidder, it also seeks to obtain the maximum price
for the Property. Therefore, the Debtor requests that the Court
approve the Bidding Procedures to be implemented in connection with
the Sale and the Sale hearing:
a. Intent to Bid and Overbid Amount: Any party wishing to
bid on the Property ("Overbidder") will submit to the Debtor's
bankruptcy counsel in writing, a notice of his or her intent to bid
on the Property by no later than 5:00 p.m. (PT), 3 days before the
Sale Hearing ("Overbid Deadline"), and expressly agree to the terms
and conditions of the Purchase Agreement. An overbid will be
defined as an initial overbid of $5,000 above the Purchase Price
(i.e., $562,500), with subsequent bid increments of $2,000. In its
sole and absolute discretion, the Debtor will have the right to
accept additional overbids submitted prior to the Sale Hearing but
after the Overbid Deadline.
b. Deposit: Any Overbidder (other than the Stalking Horse
Bidder) must submit a minimum deposit of $16,875, representing 3%
of the $562,500 initial Overbid amount.
c. Evidence of Financial Ability to Perform: In order to
participate in the bidding, any Overbidder must provide evidence of
its financial ability to pay the full amount of the Overbid in
cash, which evidence must be received by the Debtor's counsel by no
later than the Overbid Deadline.
d. Winning Bid at Auction I Break-Up Fee: At the auction
(if held), the Debtor shall determine which bid( s) will be deemed
the successful bid and back -up bid (if any), and the Debtor will
request at the Sale Hearing that the Court authorize the Debtor to
consummate the Sale of the Property to the Successful Bidder and,
should the Successful Bidder fail to close by the first business
day after 14 calendar days following entry of an order approving
the sale, to the back-up bidder. If the Stalking Horse Bidder is
not the Successful Bidder and does not choose to act as the back-up
bidder, the Debtor will return the Stalking Horse Bidder's Deposit
and, at closing of the Sale, pay the Stalking Horse Bidder a
break-up fee in the amount of $1,500 ("Break-Up Fee"). For the
avoidance of doubt, the BreakUp Fee shall only be paid from the
proceeds of Sale of the Property. If no qualified competing bid is
received, the Stalking Horse Bidder's bid will be determined to be
the successful bid for the purchase of the Property. As set forth
in the Purchase Agreement, the Deposit or Stalking Horse Deposit
shall be forfeited in the event the Successful Bidder fails to
close the Sale by the first business day after 14 calendar days
following the entry of a court order approving the Sale.
The Debtor seeks authority to pay, through the close of escrow and
without further court order, all closing costs, estimated at
$248,000, consisting of escrow fees and closing costs of
approximately $2,907, broker's commission of $28,250 and the Wells
Fargo Loan payoff in the approximate amount of $216,838. The Debtor
estimates that the net sale proceeds will be approximately
$300,000.
As part of the Sale, the Debtor will assume and assign to the
Stalking Horse Bidder, or other Successful Bidder, its rights and
obligations under the Assigned Leases. The Debtor is informed and
believes that no cure or other amounts are owing or required to be
paid under section 365(b) of the Bankruptcy Code in order to effect
such assumption and assignment. The Assigned Leases have expired by
their terms and the tenants are occupying the Property on a
month-to-month basis. The Debtor seeks to assume and assign any and
all rights attendant to the Assigned Leases to the Successful
Bidder.
A copy of the Purchase Agreement and Assigned Leases attached to
the Motion is available for free at:
http://bankrupt.com/misc/California_Hispanic_300_Sales.pdf
Moreover, the Debtor seeks a waiver of any stay of the
effectiveness of the order approving the Motion.
About California Hispanic Commission
on Alcohol and Drug Abuse
California Hispanic Commission on Alcohol and Drug Abuse, Inc., is
a nonprofit California corporation in existence since 1975 that
was
founded to reduce the dependency of Hispanics on drug and alcohol.
CHCADA's services include mandated out-patient substance abuse
treatment designed to avert drug use and deter criminal behavior,
residential substance abuse recovery programs to assist homeless
individuals with counseling as to substance problems, transitional
housing for women and children who have experienced domestic
violence, and other services. CHCADA operates counseling
facilities in California pursuant to contracts with Orange and Los
Angeles counties. Some of CHCADA's facilities are leased
properties and others are owned by CHCADA.
CHCADA filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 16-10424) on Feb. 2, 2016. The petition was
signed
by James Hernandez, director. The Debtor is represented by Jeremy
V. Richards, Esq., Linda F. Cantor, Esq., and Victoria A. Newmark,
Esq. at Pachulski Stang Ziehl & Jones LLP. The case is assigned
to
Judge Scott C. Clarkson. The Debtor disclosed total assets at
$5.8
million and total debts at $3.61 million.
CATALYST PAPER: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Stew Gibson
Chapter 15 Debtors:
Catalyst Paper Corporation 16-12419
3600 Lysander Lane, 2nd Floor
Richmond, BC V7B 1C3
Canada
Catalyst Paper 16-12420
Catalyst Pulp Operations Limited 16-12421
Catalyst Pulp Sales Inc. 16-12422
Catalyst Pulp and Paper Sales Inc. 16-12423
Pacifica Poplars Ltd. 16-12424
Catalyst Paper Holdings Inc. 16-12425
Catalyst Paper Operations Inc. 16-12426
Catalyst Paper (Snowflake) Inc. 16-12427
Catalyst Paper (USA) Inc. 16-12428
Pacifica Papers US Inc. 16-12429
Pacifica Papers Sales Inc. 16-12430
Pacifica Poplars Inc. 16-12431
Catalyst Paper Recycling Inc. 16-12432
Type of Business: Paper mills operator
Chapter 15 Petition Date: November 1, 2016
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Chapter 15
Petitioner's
Counsel: Edmon L. Morton, Esq.
Ashley E. Jacobs, Esq.
Matthew Barry Lunn, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
The Brandywine Bldg.
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899
Tel: 302 571-6600
Fax: 302-571-1253
E-mail: emorton@ycst.com
ajacobs@ycst.com
mlunn@ycst.com
- and -
James F. Conlan, Esq.
Dennis M. Twomey, Esq.
William A. Evanoff, Esq.
Blair M. Warner, Esq.
SIDLEY AUSTIN LLP
One South Dearborn Street
Chicago, Illinois 60603
Tel: (312) 853-7000
Fax: (312) 853-7036
E-mail: jconlan@sidley.com
dtwomey@sidley.com
wevanoff@sidley.com
blair.warner@sidley.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
CDC INVESTMENT: Seeks to Hire Pete Richardson as Auctioneer
-----------------------------------------------------------
CDC Investment Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to hire Pete Richardson Auction
Sales.
The Debtor tapped the firm to conduct an auction of certain farm
equipment it owns. PRAS will receive a 10% commission on items
that are titled and 20% commission on equipment that sells for $760
or less.
PRAS will be reimbursed for advertising costs and other expenses
incurred in connection with the auction. The firm, however, will
shoulder the transportation costs to relocate the equipment to the
auction site.
Pete Richardson, owner of PRAS, disclosed in a court filing that
his firm has no connection with the Debtor or any of its
creditors.
The firm can be reached through:
Pete Richardson
Pete Richardson Auction Sales
35640 Woodyard Road
Willards, MD 21874
Phone: 410-546-2425
Fax: 410-835-8613
Email: pete@prauctions.com
About CDC Investment
CDC Investment Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 15-18622) on June 17, 2015.
The petition was signed by Wilson Reynolds, president and
shareholder.
The case is assigned to Judge Thomas J. Catliota.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
CENTURYLINK INC: Fitch Assigns 'BB+' LT Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has placed the 'BB+' Long-Term Issuer Default Ratings
(IDRs) of CenturyLink Inc. (CenturyLink) (NYSE: CTL) and its
subsidiaries on Rating Watch Negative. The rating action affects
approximately $19.9 billion of debt outstanding as of June 30,
2016.
Fitch has affirmed the Long-Term IDRs of Level 3 Communications,
Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc.
(Level 3 Financing) at 'BB'. The Rating Outlook remains Stable. The
rating action affects approximately $11 billion of debt outstanding
as of June 30, 2016.
KEY RATING DRIVERS
Acquisition of LVLT: CenturyLink and LVLT have a definitive
agreement whereby CenturyLink will acquire LVLT in a cash and stock
transaction; LVLT's existing debt will remain outstanding. The cash
portion of the transaction, which is approximately 60%, will be
financed by approximately $7 billion in incremental, senior secured
debt as well as cash on hand at both companies. The transaction is
expected to close by the end of the third quarter of 2017,
following customary shareholder and regulatory approvals.
Fitch views CenturyLink's acquisition of LVLT positively from a
strategic perspective. The two companies combined will create the
second largest enterprise service provider in the U.S. and should
benefit from the enhanced scale and operating synergies over time.
Post-acquisition, CenturyLink will also have an extensive
international network.
The Negative Watch for CenturyLink's IDR reflects the increase in
leverage pro forma for the transaction. Fitch estimates that at the
end of 2018, the first full year following the expected close of
the transaction, gross leverage will approximate 3.9x. As currently
proposed, the transaction would potentially lead to a one-notch
downgrade for CenturyLink to 'BB' and a Stable Outlook. Based on a
potential one-notch downgrade of the IDR to 'BB', Fitch would also
downgrade CenturyLink's senior unsecured debt one notch. The
one-notch downgrade is consistent with Fitch's notching treatment
of issue ratings with 'RR4' recoveries, reflecting a rating at the
same level as the IDR.
Resolution of the Rating Watch will be based on an evaluation of a
number of factors, including Fitch's further analysis of
CenturyLink's final, post-acquisition capital structure, an
assessment of CenturyLink's financial policies, the execution risks
associated with the integration of LVLT, and the effect of
conditions placed on the transaction by the regulatory approval
process.
LVLT's affirmation reflects the proposed structure of the
transaction. A new holding company (HoldCo) will be formed and
become the parent of LVLT. The Holdco is expected to guarantee the
acquisition financing at CenturyLink and the stock of LVLT is
expected to also secure the new financing at CenturyLink. The
existing LVLT capital structure will remain in place and LVLT will
not provide a guarantee to the HoldCo or to the acquisition debt.
To fund the transaction, CenturyLink has $10.2 billion in secured
financing commitments, including a $2 billion revolver. The
remaining $8.2 billion of other secured facilities includes
financing for debt maturing at CenturyLink prior to the expected
close of the transaction. The secured financing is expected to be
guaranteed by existing CenturyLink subsidiaries (including Embarq
Corporation [EQ]), except for Qwest Corporation (QC), and by
HoldCo. LVLT and QC are expected to pledge stock to secure the
facilities.
Parent-Subsidiary Relationship: Following the close of the
transaction, Fitch anticipates linking the IDRs of CenturyLink and
LVLT based on the strong operational and strategic ties.
Deleveraging Expected: Following the close of the transaction,
Fitch expects CenturyLink to delever at a moderate pace through
EBITDA growth and debt repayment; however, Fitch does not expect
the company to approach its 3.0x net leverage target in the three
year period following the close of the transaction.
KEY ASSUMPTIONS
For CenturyLink, Fitch's key assumptions within the agency's rating
case include:
-- Fitch's base case assumes the data centers are sold as of
Jan. 1, 2017 and thus reflects a full year loss of revenue
and EBITDA. Although the LVLT acquisition is expected to
close around Sept. 30, 2017, the forecast assumes it closes
towards the end of fiscal 2017. LVLT's operations are fully
incorporated starting in fiscal 2018.
-- Fitch assumes CTL revenues will decline 2% or less in 2016
and 2017, before stabilizing in 2018.
-- Fitch's forecast cost synergies slightly below synergies
expected by CenturyLink and integration expenses in line
with CenturyLink's expectations.
-- The company benefits from $9.6 billion of unused NOLs from
LVLT starting in 2018.
-- Fitch assumes additional one-time cash taxes related to the
data center sale are paid in 2017.
-- Share repurchases are suspended while the company
deleverages back to its net leverage target.
For LVLT, Fitch's key assumptions within the agency's rating case
include:
-- The base case assumes a continuation of a rational pricing
environment and stable macro-economic conditions.
-- LVLT is largely successful in capitalizing on operating
leverage to expand growth in gross margin and EBITDA margin
during the forecast period.
-- CNS revenue growth ranging between 2% and 3% driven by
continued strong growth within the company's North American
Enterprise segment.
-- LVLT's network access margin (gross margin) growing to over
67% by year-end 2017.
-- Capital expenditures will approximate 15% of consolidated
revenues.
-- Free cash flow (FCF) generation exceeding 11.5% and 13.5% of
revenues during years ended 2016 and 2017, respectively.
-- Debt levels are expected to remain relatively consistent.
RATING SENSITIVITIES
What Could Lead to a Positive Rating Action:
Should CenturyLink's IDR be downgraded one notch to 'BB', Fitch
does not anticipate a positive action within a 12- to 18-month
rating horizon. To return to the 'BB+' IDR, Fitch would expect
CenturyLink to maintain leverage at 3.0x or lower while
consistently generating positive FCF in the mid-single digits.
Additionally, the company will need to demonstrate consistent
revenue growth, stable or improving margins, and no extensive
delays in reaching expected cost synergies.
What Could Lead to a Negative Rating Action:
Negative rating actions could result from a weakening of
CenturyLink's operating results, including deteriorating margins
and revenue erosion brought on by difficult economic conditions or
competitive pressure. Additionally, should CenturyLink's IDR be
downgraded one-notch to 'BB', negative rating actions could result
from discretionary management decisions including, but not limited
to, execution of merger and acquisition activity that increases
leverage beyond 4.5x in the absence of a credible deleveraging
plan.
LIQUIDITY
CenturyLink's total debt was $19.9 billion at June 30, 2016, and
readily available cash totalled $137 million (cash excludes $54
million in foreign bank accounts). Financial flexibility is
provided through a $2 billion revolving credit facility that
matures in December 2019. As of June 30, 2016, there were no
borrowings outstanding on the facility.
Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. In 2016,
maturities only consist of $11 million of term loan amortization
payments. Maturities amount to approximately $1.5 billion and $196
million in 2017 and 2018, respectively.
The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement) to
no less than 1.5x. QC has a maintenance covenant of 2.85x and an
incurrence covenant of 2.35x. The facility is guaranteed by certain
material subsidiaries of CenturyLink.
FULL LIST OF RATING ACTIONS
Fitch has placed the following CenturyLink ratings on Rating Watch
Negative:
CenturyLink
-- Long-Term IDR 'BB+';
-- Senior unsecured $2 billion RCF 'BB+/RR4';
-- Senior unsecured debt 'BB+/RR4'.
Embarq Corp.
-- IDR 'BB+';
-- Senior unsecured notes 'BBB-/RR2'.
Embarq Florida, Inc. (EFL)
-- IDR 'BB+';
-- First mortgage bonds 'BBB-/RR1'.
Qwest Communications International, Inc. (QCII)
-- IDR 'BB+'.
Qwest Corporation (QC)
-- IDR 'BB+';
-- Senior unsecured notes 'BBB-/RR2'.
Qwest Services Corporation (QSC)
-- IDR 'BB+'.
Qwest Capital Funding (QCF)
-- Senior unsecured notes 'BB+/RR4'.
Fitch affirms LVLT's ratings as follows:
LVLT:
-- IDR at 'BB';
-- Senior unsecured notes at 'BB-/RR5'.
Level 3 Financing, Inc.:
-- IDR at 'BB';
-- Senior secured term loan at 'BB+/RR1';
-- Senior unsecured notes at 'BB/RR2'.
The Rating Outlook for LVLT remains Stable.
COWBOYS FAR WEST: Unsecureds To Get Paid From Asset Sale Proceeds
-----------------------------------------------------------------
Business Property Lending, Inc., a wholly owned subsidiary of
EverBank Financial Corporation and a secured creditor of Cowboys
Far West, Ltd., filed with the U.S. Bankruptcy Court for the
Western District of Texas a disclosure statement referring to the
plan of liquidation for the Debtor dated Oct. 25, 2016.
Under the Plan, holders of allowed Class 5 General Unsecured Claims
will receive a pro rata distribution of the sale proceeds after all
allowed senior claims have been paid in full. The Class 5 is
impaired and the holders are entitled to vote on the Plan. The
general unsecured claims are, in the aggregate, approximately $3.7
million.
The purpose of the Plan is to liquidate the Debtor's assets, and
then distribute the proceeds to creditors. The Debtor's primary
asset is valuable real property in San Antonio, Texas, and the
Debtor's bankruptcy estate also holds potential fraudulent transfer
and preference claims related to an alleged pre-petition
restructuring transaction pursuant to which the Debtor incurred
substantial obligations and appears to have received little to no
benefit. Upon the closing date of the sale, the Debtor will be
dissolved.
The Plan will be funded by monies made available by the sale of the
Property. A plan administrator will take all necessary steps and
perform all acts to consummate the terms and conditions for the
Plan, and the Debtor will not interfere with the Plan Administrator
in the performance of his duties. The plan confirmation order will
contain appropriate provisions consistent with Section 1142 of the
Bankruptcy Code, directing the Debtor and any other necessary party
to execute or deliver or to join in the extension or delivery of
any instrument required to affect the Plan or to perform any act
necessary to consummate the Plan. All payments required to be made
under the Plan will be made by the Plan Administrator for
disbursement in accordance with the terms of the Plan.
The Plan Administrator, who will be appointed on the Effective Date
to perform all necessary acts and to consummate the terms and
conditions of the Plan, will have 60 days after the Effective Date
for the closing date to occur. If it does not, the Plan
Administrator will sell the Property at an auction.
The Disclosure Statement is available at:
http://bankrupt.com/misc/txwb16-51419-58.pdf
The Plan was filed by Business Property Lending's counsel:
Eric M. English, Esq.
Amy T. Geise, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, Texas 77002-2764
Tel: (713) 226-6000
Fax: (713) 228-1331
E-mail: eenglish@porterhedges.com
ageise@porterhedges.com
About Cowboys Far West
Cowboys Far West, Ltd., is a limited partnership duly organized
and existing under the laws of the State of Texas, having an office
and principal place of business at 3030 NE Loop 410, San Antonio,
Bexar County, Texas 78212.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Texas Case No. 16-51419) on June 24, 2016. The petition was signed
by Michael J. Murphy, president of Cowboys Concert Hall-Arlington,
Inc., general partner.
The case is assigned to Judge Ronald B. King.
At the time of the filing, the Debtor estimated its assets at $50
million to $100 million and debts at $1 million to $10 million.
James Samuel Wilkins, Esq., at Willis & Wilkins, LLP, serves as the
Debtor's bankruptcy counsel.
CUSHMAN & WAKEFIELD: S&P Affirms 'B+' Rating on 1st Lien Debt
-------------------------------------------------------------
S&P Global Ratings said it revised its recovery rating on Cushman &
Wakefield's first lien debt to '4', indicating S&P's expectation
for average recovery (30%-50%, higher half of the range) from '3'.
At the same time, S&P affirm its 'B+' issuer rating on C&W and its
stable outlook. S&P also affirm its 'B+' issue rating on the
company's first lien debt and S&P's 'B-'issue rating on the
company's second lien debt.
"The refinancing of second lien debt with first lien debt increases
the amount of first lien debt without impacting our expected
enterprise value in a default scenario," said S&P Global Ratings
credit analyst Diogenes Mejia. This lowers S&P's recovery
expectations for the first lien debt. As a result, S&P revises its
recovery rating to '4', indicating our expectation for average
recovery (30%-50%, higher half of the range) from '3'.
The stable rating outlook reflects S&P Global Ratings' expectation
that Cushman & Wakefield (C&W) will focus on the integration of
recent acquisitions during the remainder of 2016 and during 2017.
S&P expects C&W's central focus on extracting operational synergies
to foster stabilization of the firm's long-term business strategy,
though S&P also expects the company to remain highly leveraged at
5x to 6x debt to adjusted EBITDA.
S&P could lower the rating on C&W within the next 12 months if
integration issues endanger the firm's reputation in its primary
geographic markets or hamper its earnings growth. If leverage
significantly increases and remains above 6.0x debt to adjusted
EBITDA, S&P would also likely lower the rating. Additionally, if
operational or financial reporting challenges arise, S&P may
consider lowering the rating.
Given the limited operating history of the new entity and S&P's
projection for the firm's leverage, S&P views an upgrade in the
next 12 months as unlikely. However, if C&W reduces leverage to
less than 5x debt to EBITDA, while maintaining steady recurring
revenue sources, S&P would consider revising the outlook to
positive before subsequently raising the rating. Additionally, if
there is significant evidence that the integration has been
successfully implemented, resulting in improving profit margins and
lower than 5x debt to EBITDA, S&P may consider raising the rating.
DARIA KARLL: Unsecureds To Recover 5% Under Plan
------------------------------------------------
Daria Karll filed with the U.S. Bankruptcy Court for the Southern
District of Florida a first disclosure statement referring to the
Debtor's first plan of reorganization.
The Debtor is proposing to pay general unsecured creditors
approximately 5% on the Effective Date. Payment to all creditors
will be made from Debtor's wages.
The First Disclosure Statement is available at:
http://bankrupt.com/misc/flsb15-29563-64.pdf
The First Plan was filed by the Debtor's bankruptcy counsel:
Susan D. Lasky, Esq.
SUSAN D. LASKY, PA
915 Middle River Drive, Suite 420
Fort Lauderdale, FL 33304
Tel: (954) 400-7474
Fax: (954) 206-0628
E-mail: Sue@SueLasky.com
Daria Karll is an event coordinator and is employed by Bam Bam
Entertainment. Her husband is self employed.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 15-29563) to resolve all liabilities related to her
condominium which is her homestead. She had an ongoing dispute
with her condominium association, and her first mortgagee. She has
also resolved her unpaid income tax liability.
DHANSUKHLAL GOVIND PATEL: Disclosures OK'd; Dec. 1 Plan Hearing
---------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida has entered an amended agreed order
continuing the confirmation hearing on Dhansukhlal Govind Patel and
Kusumben D. Patel's plan of reorganization to Dec. 1, 2016, at
10:30 a.m., after approving the disclosure statement during a
hearing a held on Sept. 13, 2016.
Objections to the confirmation, as well as the deadline for serving
notice of fee applications and the deadline for filing ballots
accepting or rejecting the Plan, must be filed by Nov. 17, 2016.
The deadline for fee applications is Nov. 10, 2016.
Nov. 28, 2016, is the proponent's deadline for filing the
proponent's report and confirmation affidavit.
As reported by the Troubled Company Reporter on Oct. 21, 2016, the
Debtors filed with the Court a first amended disclosure statement
referring to the Debtors' first amended plan of reorganization.
The proposed settlement of Class 2 General Unsecured Claims is by
way of partial proceeds available from a settlement dividend pool
provided by PKC Hospitality, LLC. To the extent the respective
claims are approved, a single, lump sum amount of $24,155.17 is to
be paid as dividends at confirmation as full and final settlement
of the Class 2 General Unsecured Claims.
Dhansukhlal Govind Patel and Kusumben D. Patel are the owners and
operators of the Super Budget Inn located at 800 N. Federal
Highway, Hollywood, Florida 33020 and this is their residence and
homestead.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.
Fla. Case No. 15-18258) on May 6, 2015.
DICKINSON OF SAN ANTONIO: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------------
Debtor: Dickinson of San Antonio, Inc.
dba Career Point College
dba Dickinson Buisiness School, Inc.
dba River City College for On-Line studies a Division
of Career
4522 Fredricksburg Road, Suite A22
San Antonio, TX 78201
Case No.: 16-52492
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtor's Counsel: William R. Davis, Jr., Esq.
LANGLEY & BANACK, INC
745 E Mulberry Ave, Suite 900
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
E-mail: wrdavis@langleybanack.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lawrence D. Earle, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb16-52492.pdf
DORAL FINANCIAL: Plan Has Oct. 28, 2016 Effective Date
------------------------------------------------------
On Aug. 10, 2016, the United States Bankruptcy Court for the
Southern District of New York entered an order confirming the
Amended Plan of Reorganization Proposed by Doral Financial
Corporation and the Official Committee of Unsecured Creditors of
Doral Financial Corporation.
On Oct. 28, 2016, all conditions to the occurrence of the effective
date set forth in the Plan and the Confirmation Order were
satisfied or waived in accordance therewith and the effective date
of the Plan occurred. On the same date, a Notice of Effective Date
of the Plan was filed with the Bankruptcy Court.
In accordance with the Plan, substantially all of Doral Financial's
assets have been transferred to a trust for the benefit of Doral
Financial's creditors. Drivetrain, LLC has been appointed as the
Creditors' Trustee to prosecute claims and causes of action
belonging to Doral Financial, administer remaining claims, and
liquidate and distribute remaining assets to holders of allowed
claims in accordance with the terms of the Plan. Lauren Krueger, of
Drivetrain, will lead the assignment on behalf of Drivetrain.
Information regarding the Creditors' Trust and copies of the Plan
and Confirmation Order can be found at
http://cases.gcginc.com/dor/.
About Drivetrain
Drivetrain is a professional services organization providing
fiduciary services and expertise to clients and companies in and
beyond a financial restructuring process. With more than 100 years
of combined experience, Drivetrain provides proven expertise in
advising businesses through board representation, in creating value
through stakeholder representation in complex, litigious or
process-intensive restructurings, and maximizing investor outcomes,
often in stressed, contested or transitional situations.
About Doral Financial Corp.
Doral Financial Corp. (the "DFC") is a holding company whose
primary operating asset was equity in Doral Bank. DFC maintains
offices in New York City, Coral Gables, Florida and San Juan,
Puerto Rico. The company has three wholly-owned subsidiaries: Doral
Properties, Inc., Doral Insurance Agency, LLC, and Doral Recovery,
Inc.
On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver. Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.
DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015. The case is assigned to
Judge Shelley C. Chapman. It estimated $50 million to $100 million
in assets and $100 million to $500 million in debt as of the
bankruptcy filing.
ENERGY FUTURE: Names New Leadership Team
----------------------------------------
BankruptcyData.com reported that Energy Future Holdings (EFH)
announced the appointment of a new leadership team effective as of
October 4, 2016. The new team, each of whom was formerly with EFH,
is charged with overseeing the completion of EFH's Chapter 11
emergence process. This includes direct oversight of the proposed
sale of EFH's approximately 80% indirect interest in Oncor Electric
Delivery to a subsidiary of NextEra Energy. EFH's new leadership
team includes the following officers and board leadership: Paul M.
Keglevic as chief executive officer and chief restructuring
officer; Anthony R. Horton as executive vice president, chief
financial officer and treasurer and Andrew M. Wright as executive
vice president, general counsel and secretary. EFH further
announced that Donald L. Evans will continue to serve as chairman
of the board.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have
$42 billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq. An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only of
Energy Future Competitive Holdings Company LLC; EFCH's direct
subsidiary, Texas Competitive Electric Holdings Company LLC; and
EFH Corporate Services Company, and of no other debtors. The
Committee has selected Morrison & Foerster LLP and Polsinelli PC
for representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti
M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.
In December 2015, the Bankruptcy Court confirmed the Debtors'
Sixth Amended Joint Plan of Reorganization. In May 2016, certain
first lien creditors of TCEH delivered a Plan Support Termination
Notice to the Debtors and the other parties to the Plan Support
Agreement, notifying the parties of the occurrence of a Plan
Support Termination Event. The delivery of the Plan Support
Termination Notice caused the Confirmed Plan to become null and
void.
Following the occurrence of the Plan Support Termination Event as
well as the termination of a roughly $20 billion deal to sell the
Debtors' stake in Oncor Electric Delivery Co., the Debtors filed
the Plan of Reorganization and the Disclosure Statement with the
Bankruptcy Court on May 1, 2016. On May 11, they filed an amended
joint plan of reorganization and a related disclosure statement.
In June 2016, Judge Sontchi approved the disclosure statement
explaining Energy Future Holdings Corp., et al.'s second amended
joint plan of reorganization of the TCEH Debtors and the EFH
Shared Services Debtors.
On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
On Oct. 4, those entities emerged from Chapter 11 as a standalone
company -- known as TCEH Corp. -- effected through a tax-free
spinoff from EFH Corp.
EXTREME PLASTICS: Seeks Plan Filing Extension Through January 28
----------------------------------------------------------------
Extreme Plastics Plus, Inc., and EPP Intermediate Holdings, Inc.
ask the U.S. Bankruptcy Court for the District of Delaware to
extend the time within which only the Debtors have the exclusive
right to file a Chapter 11 plan through and including January 28,
2017, and the exclusive right to solicit acceptances to the Plan
through and including March 29, 2017.
Without the requested extensions, the Exclusive Filing Period was
slated to expire on October 30, 2016, and the Solicitation Period
is set to expire December 29, 2016.
The Debtors explain that they require additional time to complete
the sale of assets and address any remaining issues.
The Debtors relate that over the past two months, the Debtors and
their advisors have been engaged in extensive and intense
negotiations that have culminated in a stalking horse's going
concern bid for substantially all of the Debtors' assets and the
entry of a bidding procedures order establishing a process for an
auction and sale of the Assets.
By locking in a stalking horse -- BW EPP Holdings, LLC -- the
Debtors obtained a competitive floor price for the Assets, which
the Debtors are hopeful will spur interest among the parties that
have already signed non-disclosure agreements. The Debtors expect
an orderly and efficient wind-down of their estates following the
sale BW EPP.
At this juncture, however, the Sale with BW EPP has not yet closed
and it is not absolutely certain -- regardless of how likely --
that the Debtors will pursue the alternative of amending the Final
Cash Collateral Order to ensure that these chapter 11 cases are
funded for a wind-down.
A hearing will be held on November 21, 2016 at 2:00 p.m. to
consider the Debtor's extension request. Any objections and
responses are required to be filed and served on November 11,
2016.
About Extreme Plastics Plus
Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry. Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.
The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc. The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.
Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.
Extreme Plastics estimated $10 million to $50 million in assets and
$50 million to $100 million in debt. EPP Intermediate estimated $1
million to $10 million in assets and $50 million to $100 million in
debt.
As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent. The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.
The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys and
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.
The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors. The Committee selected Reed
Smith LLP as counsel.
FELD LIMITED: Court Terminates Plan Exclusivity
-----------------------------------------------
U.S. Bankruptcy Judge Susan V. Kelley for the Eastern District of
Wisconsin denies Feld Limited Partnership's second motion to extend
the exclusive period and will not further extend the Debtor's
exclusive period to file a Chapter 11 plan.
The Court entered an order on April 15, 2016 granting a preliminary
injunction limiting the collection actions of Associated Bank, N.A.
against the Debtor's principal, and among the conditions of the
preliminary injunction was that the Debtor would file a Chapter 11
plan by June 3, 2016. Instead of filing its plan on June 3, 2016,
the Debtor sought an extension of the exclusive period to file a
Chapter 11 plan. Consequently, the Debtor and Associated Bank
stipulated that the Debtor would file a plan by October 3 or the
Bank would be entitled to relief from stay.
During the Oct. 25 hearing of the Debtor's second motion to extend
the exclusive period, Associated Bank objected. The Debtor's
counsel indicated that progress is being made on the marketing of
the Debtor's large property, but that an additional 60-day
extension of the exclusive period is needed. However, Attorney
Metzler, the Bank's counsel did not agree with the extension and
stated that the Bank is considering filing its own plan.
Associated Bank, National Association is represented by:
Ronald F. Metzler, Esq.
METZLER, TIMM, TREVELEN, S.C.
222 Cherry Street
Green Bay, WI 54301-4223
Telephone: (920) 435-9393
Facsimile: (920) 435-8866
Email: rmetzler@titletownlaw.com
About Feld Limited Partnership
Feld Limited Partnership, engaged in the business of leasing and
managing real properties in the Madison and Green Bay areas, filed
a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No.
16-20826) on Feb. 3, 2016. The petition was signed by Dennis J.
Feld, general partner. The Debtor is represented by Paul G.
Swanson, Esq., at Steinhibler, Swanson, Mares, Marone & McDermott.
The Debtor disclosed total assets of $15.17 million and total debts
of $7.50 million.
FILIP TECHNOLOGIES: Proposes Dec. 29 Plan Confirmation Hearing
--------------------------------------------------------------
Filip Technologies, Inc., and its debtor affiliates, and AT&T,
Inc., ask the U.S. Bankruptcy Court for the District of Delaware to
grant interim approval of the disclosure statement explaining the
Chapter 11 Joint Plan of Liquidation they filed, and approve the
following schedule governing the confirmation of the Plan:
Record Date November 14, 2016
Deadline to Serve
Solicitation Package and
Confirmation Hearing Notice November 17, 2016
Deadline to File Plan
Supplement December 9, 2016
Voting Deadline and Deadline
for Holders of Claims in
Non-Voting Classes to Submit
Opt-Out Election Form December 19, 2016
Tabulation Deadline December 23, 2016
Objection Deadline December 22, 2016
Reply Deadline December 27, 2016
Confirmation Hearing December 29, 2016
Recoveries under the Plan are related to the success of the
Debtors' marketing and sale process for substantially all of their
assets -- a process which has been ongoing since approximately five
months prior to the Petition Date. An auction, if required, is
scheduled to occur on November 7, 2016, with a hearing to approve
the sale scheduled on November 8, 2016. In order to facilitate the
sale process and distributions to junior creditors under the Plan,
the DIP Lender has agreed to impair certain of its recoveries under
the Plan and AT&T has agreed to subordinate certain cure amounts
related to the assumption and assignment of the AT&T Contracts in
favor of holders of Unsecured Claims in Class 3. The DIP Lender
has also agreed to fund the GUC Contribution in the amount of
$10,000 from amounts otherwise recoverable by the DIP Lender on
account of the DIP Claims and an additional distribution of up to
$50,000 to the holders of Unsecured Claims in Class 3, which will
be senior to the distributions allocable to AT&T, as the holder of
the Class 4 AT&T Unsecured Claims.
Approximately $1.5 million in undisputed general unsecured claims
were scheduled by the Debtors with a total inclusive of disputed
claims in the approximate amount of $5 million. The Debtors
anticipate that Allowed Class 3 Claims will receive a distribution
of 0.2% to an unknown amount based on the sale and the GUC
Contribution (if any) on account of their Allowed Claims, based
solely upon the amount of Cash available for payment to Holders of
Class 3 Unsecured Claims, and without accounting for any recovery
from Causes of Action.
Approximately $735,000 of AT&T Unsecured Claims have been asserted
against the Debtors' estates. The Debtors anticipate that Allowed
Class 4 AT&T Unsecured Claims will receive a distribution of 0.00%
to unknown amount based on the sale on account of their Allowed
Claims, based solely upon the amount of Cash available for payment
to Holders of AT&T Unsecured Claims, and without accounting for any
recovery from Causes of Action.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at http://bankrupt.com/misc/deb16-12192-96.pdf
David M. Klauder, Esq., and Nella M. Bloom, Esq., at Bielli &
Klauder, LLC, in Wilmington, Delaware; and Zachary H. Smith, Esq.,
and Hillary B. Crabtree, Esq., at Moore & Van Allen PLLC, in
Charlotte, North Carolina, filed the Disclosure Statement on behalf
of the Debtors.
Michael G. Burke, Esq., and Brian J. Lohan, Esq., at Sidley Austin
LLP, in New York; and Derek C. Abbott, Esq., and Daniel B. Butz,
Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington,
Delaware, filed the Disclosure Statement on behalf of AT&T.
About Filip Technologies
Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.
Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case 16-12192) on Oct. 5, 2016.
The cases have been assigned to Judge Kevin Gross.
The Debtors owe $480,000 to AT&T and $2.6 million to trade
vendors, as disclosed in court papers.
The Debtors have engaged Moore & Van Allen, PLLC as general
counsel; Bielli & Klauder, LLC, as local counsel; Ankura Consulting
Group, LLC as restructuring advisor; and Braekhaus Dege
Advokatfirma DA, as special Norway counsel.
Counsel to AT&T Capital Services, Inc., the Debtor's DIP lender,
and AT&T Services, Inc. Michael G. Burke and Brian J. Lohan, at
Sidley Austin; and Derek C. Abbott, Esq., and Daniel B. Butz, Esq.,
at Morris Nichols Arsht & Tunnell.
FINTON CONSTRUCTION: Seeks to Employ Kenneth Mueller as Accountant
------------------------------------------------------------------
Finton Construction, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Kenneth J Mueller, CPA, Cr.FA, as accountant, nunc pro tunc to
August 18, 2016.
The Debtor requires Kenneth Mueller to:
(a) advise the Debtor to its reporting requirements and
prepare the monthly operating reports as required;
(b) take all necessary action and precaution to protect and
preserve the Debtor's estate;
(c) prepare, on the Debtor's behalf, all tax returns, business
financial management reports, and monthly operating reports
necessary to the administration of the estat; and,
(d) perform all other necessary accounting services and
provide all other necessary financial and tax advice to the Debtor
in connection with the Chapter 11 case.
Kenneth Mueller will be paid at an hourly rate of $250.
Kenneth Mueller will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kenneth J. Mueller, 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.
Kenneth Mueller can be reached at:
Kenneth J. Mueller, CPA, Cr.FA
ACCOUNTING ALLIANCE FOR SMALL BUSINESS
6453 South Orange Avenue, Suite 3
Orlando, FL 32809
About Finton Construction
Finton Construction, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-19221) on June
30, 2016. The petition was signed by John Finton, president. The
case is assigned to Judge Laurel M. Isicoff. The Debtor is
represented by David L. Merrill, Esq., at Merrill PA. At the time
of the filing, the Debtor estimated its assets at $0 to $50,000 and
debt at $1 million to $10 million.
The Debtor operates as a construction company that builds the
finest homes in the United States and overseas, with primary
operations occurring on Star Island in Miami-Dade County, Florida.
GABEL LEASE: Seeks to Hire Keenan Law Firm as Special Counsel
-------------------------------------------------------------
Gabel Lease Service, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Keenan Law Firm, P.A. as
special counsel.
Keenan Law Firm will assist in investigating any accounts
receivables owed to the Debtor. The firm will receive compensation
of $175 an hour for partner's time and $150 an hour for associate's
time.
Timothy Keenan, Esq., at Keenan Law Firm, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtor's bankruptcy estate.
Keenan Law Firm can be reached through:
Timothy D. Keenan, Esq.
Matthew A. Tate, Esq.
Keenan Law Firm, P.A.
2200 Lakin Avenue
P.O. Drawer 459
Great Bend, KS 67530-0459
Tel: 620-603-0049
Toll-free: 888-466-7002
Fax: 620-793-9762
Email: keenanlawfirm@klf.kscoxmail.com
About Gabel Lease Service
Gabel Lease Service, Inc., operates as a roustabout company in and
around Ness City, Kansas. GLS also sells pumping units to
customers. Due to the current economic climate, GLS's business
suffered a significant decrease in cash flow. The drop in
oil-and-gas prices has decreased the frequency in which GLS
provides roustabout services to customers and decreased the number
of customers willing to purchase pumping units from GLS.
Early 2016, Larson Engineering, Inc., d/b/a Larson Operating Co.,
filed suit against GLS in Ness County District Court, alleging that
it purchased 28 Gabel pumping units in 2008 and 2009 from GLS and
took delivery of only 5 pumping unit over a 5-year period.
Eventually, on Dec. 7, 2015, Larson claims it demanded the delivery
of the remaining units and filed suit when GLS failed to do so.
Facing the Larson Suit and other cash-flow problems, Gabel Lease
Service filed a Chapter 11 petition (Bankr. D. Kan. 16-11948), on
Oct. 5, 2016. The case is assigned to Judge Robert E. Nugent. The
petition was signed by Brian Gabel, president. The Debtor is
represented by Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC.
At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million in estimated
liabilities.
GARDA WORLD: Fitch Assigns 'BB+' Rating on Add-On Term Loan
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to Garda World
Security Corporation's (GW) add-on term loan. The $125 million
incremental facility is denominated in USD and will mature on Nov.
8, 2020.
GW's Issuer Default Rating (IDR) is currently 'B+' with a Stable
Outlook. Approximately CAD2 billion of outstanding debt is covered
by GW's ratings. A full rating list follows at the end of this
release.
The incremental term loan is being used to pay down recent revolver
borrowings and support working capital associated with new contract
wins. GW also continues to target tuck-in acquisitions that are
accretive to the business. The add-on term loan ranks pari passu in
right of payment and security with the company's roughly $750
million of existing first-lien term loans. Fitch views the add-on
term loan as leverage-neutral and continues to expect GW's
debt/EBITDA to trend below 6.5x over the long term, absent a
debt-funded acquisition.
KEY RATING DRIVERS
GW's rating is supported by the firm's significant market position,
improving operating margins, and low capital intensity. Following a
period of rapid acquisition-fuelled growth, the company is
currently focused on realizing operational improvements and
synergies which are helping to increase margins and cash flow.
Fitch expects GW to generate roughly CAD80 million of FCF in
calendar 2016, which would be a roughly 3% FCF margin.
On July 31, 2016, Rhone Capital acquired 45% of the outstanding
shares of GW from Apax Partners and certain management stockholders
of GW. Following the transaction, Apax and Stephan Cretier,
Founder, Chairman and Chief Executive Officer of GW, will continue
to hold a majority of the shares of GW and appoint 60% of the Board
of Directors. Fitch does not expect the new equity injection to
significantly affect the firm's medium-term strategy as GW remains
focused on developing its newly integrated platforms with business
development and operational efficiency initiatives.
Rating concerns include GW's willingness to operate at elevated
leverage levels, frequent acquisition activity, and relatively
concentrated customer base. GW's top 10 customers currently account
for approximately 35% of its revenue, a slight increase from the
31% it represented in 2015. Additional concerns include the firm's
cash deployment for shareholder dividends and significant
restructuring and integration. Concerns about dividends are
mitigated in the short term by the company's credit agreement which
restricts GW from paying a dividend exceeding the greater of CAD25
million or 12.5% of EBITDA, equal to roughly CAD34 million based on
results as of July 31, 2016, prior to total leverage falling below
3.75x. In addition, the firm's FCF profile continues to increase
driven by operating enhancements and limited capex.
GW has completed three significant acquisitions in the past two
years acquiring G4S cash services in Canada, 32 currency vaults
from Bank of America in the U.S. and the international protective
services firm Aegis in January of 2014, April of 2014 and September
of 2015 respectively. GW spent an aggregate of roughly US$300
million in the three transactions and has grown revenue and EBITDA
significantly over the past three years. Fitch considers the
integration of these acquisitions as largely completed, evidenced
by the company's 11.4% normalized EBITDA margin, which compares to
a 10.6% and 11% for the calendar years 2014 and 2015 respectively.
GW has incurred higher leverage through two financings during the
past year to complete these acquisitions. GW added a term loan of
US$125 million in May 2015 that matures in 2020 and a US$75 million
term loan in September 2015 also maturing in 2020. GW's debt/EBITDA
has varied from 7.9x at year-end 2015 to 6.9x as of July 31, 2016,
but this figure is roughly 6.3x on a constant-currency basis.
The strength of GW's business profile partly offsets the company's
relatively elevated leverage. The recurring nature of the its
revenues, long customer contracts, and relatively stable operating
margins are features of higher rating categories. GW enjoys a more
stable operating profile than most issuers in the 'B+' rating
category. High leverage and debt service costs will continue to be
the largest intermediate-term risks, but positive FCF should
partially counterbalance them. Fitch expects GW to generate roughly
CAD80 million in FCF in fiscal 2017 fuelled by limited capex and
declining cash integration costs.
Fitch continues to be concerned with the slight currency mismatch
between cash flow and debt as approximately 40% of the company's
current revenue is denominated in USD with the remainder in CAD
while CAD1.7 billion or 70% of GW's debt is denominated in USD.
Roughly 65% of the company's revenue is generated in North America
and the remaining portion consists of U.S. Government contracts in
the Middle East that are denominated in USD. GW has experienced
significant currency effects over the past few years as the value
of the Canadian dollar has fluctuated considerably. The CAD/US
exchange rate closed GW's fiscal year (January 31st) at CAD1.40
compared with CAD1.27 at the end of January 2015. The average rate
of the CAD/USD exchange during the year was CAD1.30 in fiscal 2016
versus CAD1.11 for fiscal 2015.
These variations affected all lines of GW's financial statements
including adding more than CAD170 million to the firm's long-term
debt as well as the recognition of CAD85 million of unrealized loss
on foreign exchange. In order to minimize long-term debt exposure
these currency fluctuations, GW has entered into US Cross Currency
Swaps totalling US200 million and Forward Swaps totalling US120
million and GW has attained hedge accounting for CAD355 million of
its USD debt.
Fitch expects GW to deploy excess cash primarily toward additional
acquisitions although they could be smaller than acquisitions in
recent years. Financing costs have been reduced recently due to
refinancing. Fitch expects pro forma funds from operations (FFO)
interest coverage to be above 3x at year end fiscal 2017 compared
to 1.7x at year end fiscal 2016. Following a number of one-time
costs in fiscal 2015, GW generated CAD50 million of FFO in fiscal
2016 compared to CAD90 million in 2015. With an asset-light
business model (the firm's largest cost is personnel) GW utilizes
operating leases for its armored vehicle fleets and other heavy
equipment. The medium-term maturity schedule is favorable with no
material debt maturities until 2020. Maturities in 2020 are large
at nearly CAD1.4 billion, which could represent refinance risk
given such a large maturity wall. The company's USD230 million
multicurrency revolving credit facility matures in 2018.
The 'BB+/RR1' rating on GW's senior secured credit facility
reflects substantial collateral coverage and outstanding recovery
prospects in a distressed scenario, which Fitch estimates in the
90% to 100% range. Collateral consists of nearly all U.S. and
Canadian assets of restricted subsidiaries, including such assets
which may be under lease agreements. This includes without
limitation, accounts receivables, inventory, equipment, investment
property, intellectual property, other general intangibles, and
owned (but not leased) real property. The equity interests of the
borrower and all equity interests of any wholly owned subsidiaries
are also included within the collateral package. The rating of
'B-/RR6' on the company's senior unsecured notes reflects the
minimal recovery prospects on the notes, estimated by Fitch to be
in the 0% to 10% range in a distressed scenario.
KEY ASSUMPTIONS
RATING SENSITIVITIES
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:
-- Maintaining total debt/EBITDA below 5.0x;
-- Maintaining a FCF margin above 4%;
-- Maintaining an EBITDA margin above 12%;
-- Continued successful M&A integration.
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- total debt/EBITDA above 6.5x for an extended period;
-- debt funded shareholder-friendly activity;
-- A decline in the company's EBITDA margin to below 10% on a
sustained basis;
-- Loss of a material contract or customer.
LIQUIDITY
GW maintains minimal cash balances and funds short-term needs with
operating cash flows and draws from its multi-currency USD230
million senior secured revolver, which matures in 2018. The company
has adequate liquidity with a CAD79 million cash balance as of July
31, 2016 though this was counterbalanced against CAD90 million of
customer advances which Fitch considers restricted and not readily
available. GW had USD150 million of availability under its
multi-currency revolving facility as of July 31, 2016. Funding
needs are manageable given GW's working capital and capital
expenditure structure.
Working capital volatility is largely kept in check as accounts
receivables and payables have only seen large swings in past years
due to large new business wins. Inventory is minimal and only
includes spare parts to the company's vehicles and aircrafts. The
majority of new fixed assets are funded through finance (capital)
leases, decreasing annual costs, especially for new armoured
vehicles. The security solutions segment is an asset light business
and needs minimal capital expenditures as well.
FULL LIST OF RATING ACTIONS
Fitch currently rates GW as follows:
GW World Security Corporation
-- IDR at 'B+';
-- Secured revolving credit facility at 'BB+/RR1';
-- Secured USD term loan B at 'BB+/RR1';
-- Secured CAD term loan B at 'BB+/RR1';
-- Senior unsecured notes at 'B-/RR6'.
The Rating Outlook is Stable.
GARRETT PROPERTIES: Huntington Tries To Block Disclosures Approval
------------------------------------------------------------------
The Huntington National Bank filed with the U.S. Bankruptcy Court
for the Southern District of West Virginia an objection to Garrett
Properties, LLC's disclosure statement dated Sept. 27, 2016, and
the Debtor's Chapter 11 plan of reorganization dated Sept. 28,
2016.
Primary creditor Huntington's claims are based on promissory notes
that matured pre-petition, on July 15, 2013. The Debtor classifies
Huntington's claims as Class 2A claims.
Huntington says that after considerable delay and its motion to
dismiss, the Plan and Disclosure Statement were finally filed
approximately 19 months after the case was filed and over a year
after the deadline passed.
The Plan that the Disclosure Statement purports to describe has no
reasonable possibility of being confirmed within a reasonable
period of time and violates the Bankruptcy Code, Huntington states.
Moreover, the Disclosure Statement does not include adequate
information as required by the Bankruptcy Code.
Despite the fact that Huntington's loans matured pre-petition, the
Plan would amortize its claims over 360 months. In other words,
the Plan proposes to reverse the calendar, act as if the promissory
notes had not matured prior to the filing of this case, and extend
the term another 30 years, Huntington says.
The Plan also proposes to cram down the contractual interest rates
to 4%. According to Huntington, the proposed rate is without
factual support and does not properly reflect the risk presented by
offering a 30 year loan to a debtor with limited income and which
will be undercollateralized.
Huntington complains that the Disclosure Statement lacks any
explanation whatsoever how the Plan will be funded other than
presumably through continued business operations. The Debtor
points out that it has the ability to pay the amounts due under the
Plan because it has made adequate protection payments to Huntington
and paid its administrative expenses and costs of operation.
A review of the Debtor's Operating reports indicates that the
Debtor appears to operate on an extremely thin margin, Huntington
claims. In reviewing the June – September Operating Reports, it
appears that the Debtor has income of between $3,075 and $4,760 per
month. The Plan's proposed payments to Huntington alone would
total $2,963 per month. Huntington disputes the stated values
assigned to its collateral in the Plan, which are $336,000 for 322
W. Washington Street, Charleston, West Virginia, and a combined
value of $112,910 for 303 Top of the World, Snowshoe, West
Virginia; 1122 Edgewood Drive, Charleston, West Virgina; and 913
Greendale Drive, Charleston, West Virginia.
Huntington provided appraisals to Debtor's counsel on each of these
properties. While the liquidation value of 322 W. Washington
Street was appraised as $336,000 in March 2015, the "as is" value
contained in the appraisal was $480,000 and the replacement value
was $605,000. In addition, 303 Top of the World appraised at
$42,500 in December 2014, 1122 Edgewood Drive appraised at $135,000
in March 2013, and 913 Greendale Drive appraised at $130,000 in
March 2013.
Accordingly, Huntington submits that a fair value for this case
would be $480,000 for 322 W. Washington Street, and a combined
total of $307,500 for 303 Top of the World, 1122 Edgewood Drive and
913 Greendale Drive.
Huntington is represented by:
Michael R. Proctor, Esq.
Dinsmore & Shohl LLP
215 Don Knotts Boulevard, Suite 310
Morgantown, WV 26501
Tel: (304) 296-1100
Fax: (304) 296-6116
E-mail: michael.proctor@dinsmore.com
-- and --
Curtis R. A. Capehart, Esq.
Dinsmore & Shohl LLP
P.O. Box 11887
Charleston, WV 25339-1887
Tel: (304) 357-0900
Fax: (304) 357-0919
E-mail: curtis.capehart@dinsmore.com
As reported by the Troubled Company Reporter on Oct. 10, 2016, the
Debtor filed with the Court a disclosure statement dated Sept. 7,
2016, describing the Debtor's plan of reorganization. Under the
Plan, Class 3 General Unsecured Creditors will receive a
distribution of 1% of their allowed claims. Payments and
distributions under the Plan will be funded both by the ongoing
operating income of the Debtor and by sale of assets.
About Garrett Properties
Headquartered in Charleston, West Virginia, Garrett Properties,
LLC, is a limited liability company. Since Aug. 17, 2004, the
Debtor has been in the business of owning, holding and renting
commercial and residential real estate.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets
and liabilities at between $1 million and $10 million each.
Judge Ronald G. Pearson presides over the case.
James M. Pierson, Esq., at Pierson Legal Services serves as the
Debtor's bankruptcy counsel.
GERALD GARAPICH: Unsecureds May Get No Payment Under Plan
---------------------------------------------------------
Gerald Garapich and Gail Marie Garapich filed with the U.S.
Bankruptcy Court for the District of Nevada a disclosure statement
referring to the Debtors' plan of reorganization.
Under the Plan, Class 3 General Unsecured Class, which includes the
unsecured portion of the Debtors second lien holders, are impaired.
Payment to the Class 3 claimholders equals the percentage of
allowed claim, paid on the effective date of the Plan, which the
Debtors anticipate to be zero.
Payments and distributions under the Plan will be funded by the
Debtors, based upon their personal income. The Debtors Cash Flow
Analysis is attached hereto as Exhibit D and outlines the Debtors
sources and uses of income. Indeed, the math is not complex,
insomuch as the Plan payments described in this Disclosure
Statement are based on the sum of their personal income, minus
their monthly mortgage payments and personal expenses. The Debtors
anticipate paying zero to their unsecured creditors.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nvb16-122269-105.pdf
The Plan was filed by the Debtors' bankruptcy counsel:
Samuel A. Schwartz, Esq.
Bryan A. Lindsay, Esq.
The Schwartz Law Firm, Inc.
6623 Las Vegas Boulevard South, Suite 300
Las Vegas, Nevada 89119
Tel: (702) 385-5544
Fax: (702) 385-2741
Gerald Garapich and Gail Marie Garapich are a married couple living
in Las Vegas, Nevada. The Debtors are semiretired, and living on a
fixed income with occasional business income from Mr. Garapich‘s
architectural consulting. As such, the Debtors operations are
straight forward. The Debtors do not own significant assets.
Their current assets include (a) their primary residence and
homestead, (b) 2 cars (c) and their household furniture and
clothing.
The Debtors sought Chapter 11 protection (Bankr. D. Nev. Case No.
16-12269) on Aug. 25, 2016.
HANCOCK FABRICS: Needs Until January 6 to File Chapter 11 Plan
--------------------------------------------------------------
Hancock Fabrics, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which only the Debtors have the exclusive right to file a
Chapter 11 plan through and including January 6, 2017, and the
exclusive right to solicit acceptances to the Plan through and
including March 15, 2017.
The Debtors tell the Court that during the first nine months of
their cases, they have been working toward winding down their
business and affairs by: (a) selling substantially all of their
inventory and related assets through the Auction; (b) concluding
the Store Closing Sales, (iii) closing the Sale of their IP Assets;
(c) selling the Property; (d) selling their interest in that
certain class action interchange fee litigation; (e) negotiating
the assumption and assignment or termination of numerous unexpired
leases; (f) rejecting other burdensome executory contracts and
unexpired leases; (g) selling other de minimis assets of the
bankruptcy estates; (h) terminating the Debtors' pension plan; and
(i) taking steps to vacate the now-former corporate headquarters
offices in November 2016.
The Debtors have drafted and circulated a chapter 11 plan of
liquidation and related disclosure statement on October 23, 2016,
to the Creditors' Committee and are seeking the extension of the
Exclusivity Period to permit them to finalize the draft Plan for
the distribution of their assets among their creditor
constituencies.
Consequently, the Debtors are now in active discussions with the
Creditors' Committee regarding the provisions thereof, and are
working diligently towards finalizing a plan to liquidate their
estates, distribute the value obtained from these efforts to their
various creditor constituencies and conclude these chapter 11
cases.
Any responses or objections to the Debtors' motion must be filed
and served on or before November 14, 2016.
About Hancock Fabrics
Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics". Hancock has 4,500
full-time and part time employees. The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/
Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016. Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions. Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.
The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million. The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.
Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.
HAUBERT HOMES: Seeks to Hire Baker Tilly as Accountant
------------------------------------------------------
Haubert Homes, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to hire Baker Tilly Virchow
Krause, LLP.
Baker Tilly will serve as the Debtor's accountant in connection
with its Chapter 11 case. The firm will charge the Debtor these
hourly rates for its services:
Partner $331 - $350
Manager/Senior Manager $257 - $331
Staff Consultant $110 - $150
David Phillips, a certified public accountant employed with Baker
Tilly, disclosed in a court filing that the firm has no connection
with the Debtor or any of its creditors.
The firm can be reached through:
David G. Phillips, CPA
Baker Tilly Virchow Krause, LLP
1027 Mumma Road
Wormleysburg, PA 17043-1118
Phone: 717-761-0211
The Debtor is represented by:
Robert E. Chernicoff, Esq.
Cunningham, Chernicoff & Warshawsky, P.C.
2320 North Second Street
P.O. Box 60457
Harrisburg, PA 17106-0457
Phone: (717) 238-6570
About Haubert Homes
Haubert Homes, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Pa. Case No. 15-03340) on August 3,
2015. The petition was signed by Don E. Haubert, Sr., president.
The case is assigned to Judge Mary D. France.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
HIGHLANDS OF DYERSBURG: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Highlands of Dyersburg, LLC
dba The Highlands of Dyersburg Health & Rehab
c/o R. Denny Barnett, Chief Manager
2 Office Park Circle, Suite 110
Birmingham, AL 35223
Case No.: 16-12308
Nature of Business: Health Care
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Western District of Tennessee (Jackson)
Judge: Hon. Jimmy L Croom
Debtor's Counsel: Ruthie M. Hagan, Esq.
BAKER, DONELSON, BEARMAN, CALDWELL &
BERKOWITZ, PC
165 Madison Avenue, Suite 2000
Memphis, TN 38103
Tel: 901-577-8214
Fax: 901.577.0863
E-mail: rhagan@bakerdonelson.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Denny R. Barnett, chief manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnwb16-12308.pdf
HIGHLANDS OF MEMPHIS: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: The Highlands of Memphis, LLC
dba The Highlands of Memphis Health & Rehab
c/o R. Denny Barnett, Chief Manager
2 Office Park Circle, Suite 110
Birmingham, AL 35223
Case No.: 16-30025
Nature of Business: Health Care
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Western District of Tennessee (Memphis)
Judge: Hon. David S. Kennedy
Debtor's Counsel: Ruthie M. Hagan, Esq.
BAKER, DONELSON, BEARMAN, CALDWELL &
BERKOWITZ, PC
165 Madison Avenue, Suite 2000
Memphis, TN 38103
Tel: 901-577-8214
Fax: 901.577.0863
E-mail: rhagan@bakerdonelson.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Denny R. Barnett, chief manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnwb16-30025.pdf
HIMA-KUNAL LLC: Wants 90-Day Plan Filing Period Extension
---------------------------------------------------------
Hima-Kunal, LLC asks the U.S. Bankruptcy Court for the Middle
District of Alabama to extend its exclusive period for filing a
Chapter 11 Plan and Disclosure Statement for a period of 90 days,
or until February 21, 2017.
The Debtor currently has until November 23 to file its Chapter 11
Plan.
The Debtor owns a hotel in Eufaula, Alabama. The Debtor tells the
Court that it negotiated the sale of the hotel and filed a Motion
to Sell the property. The Debtor further tells the Court that the
purchaser was unable to complete the sale and that the Debtor has
other potential purchasers that are making offers to purchase the
hotel.
The Debtor contends that a Chapter 11 Plan of Reorganization cannot
be formulated within the initial period and that an extension of at
least 90 days will allow the for the Debtor to present a
confirmable Plan.
About Hima-Kunal, LLC.
Hima-Kunal, LLC, owner of a hotel in Eufaula, Alabama, filed a
chapter 11 petition (Bankr. M.D. Ala. Case No. 16-30216) on January
27, 2016. The petition was signed by Nishil J. Patel, member. The
Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz Law
Firm. The case is assigned to Judge Dwight H. Williams Jr. The
Debtor estimated assets at $0 to $50,000 and liabilities at $1
million to $10 million at the time of the filing.
HUDBAY MINERALS: S&P Raises CCR to 'B', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating and
senior unsecured debt rating on Toronto-based base metals producer
HudBay Minerals Inc. to 'B' from 'B-'. The '3' recovery rating on
the senior unsecured notes is unchanged, representing meaningful
(50%-70%; the upper half of the range) recovery. The outlook is
stable.
"The upgrade primarily reflects the improvement in Hudbay's
liquidity position, and our expectation for the company to generate
cash flow and credit measures stronger than our previous
expectations," said S&P Global Ratings credit analyst Jarrett
Bilous.
In S&P's view, cost reductions, a more favorable zinc and gold
price environment, and steady state of operations at HudBay's
Constancia copper mine in Peru should more than offset the impact
of continuing low copper prices on earnings and cash flow. As a
result, S&P believes the company will generate and sustain core
credit measures that are commensurate with the long-term corporate
credit rating, including adjusted debt-to-EBITDA below 5x.
S&P's view of HudBay's financial risk assessment primarily reflects
the company's large debt load and S&P's expectation of continued
volatility in its credit metrics. S&P expects its core credit
ratios will materially improve in 2016 and 2017, notably from
earnings and cash flow growth related to higher zinc and gold
prices this year and over US$50 million in operating cost savings
(through newly negotiated contracts, business/process improvements
and lower energy costs).
S&P expects the company will continue to face high capital
expenditures and interest expenses, but acknowledge that it has a
degree of flexibility to reduce cash outlays for growth spending to
preserve liquidity and maintain financial flexibility. S&P
estimates HudBay will generate near-breakeven free operating cash
flow through 2018, which includes estimated capital spending on
growth projects that may not materialize. However, notwithstanding
the potential conservatism with these assumptions, S&P assumes a
degree of volatility in HudBay's cash flow generation and credit
measures.
"Our view of HudBay's business risk assessment primarily reflects
the company's limited operating diversity and exposure to volatile
base metals prices. The company has four mines, including three in
Manitoba (Lalor, 777, and Reed), and its recently developed
Constancia mine in Peru. We expect Constancia will contribute to
the majority of the company's copper production and operating
results. As such, in our view, unforeseen production disruptions
at this mine would have a significant impact on the company's
profitability. In addition, we expect HudBay's profitability will
remain highly volatile, given its high sensitivity to fluctuating
copper prices, which sharply declined in 2015 and have not
materially recovered through year-to-date 2016," S&P said.
The stable outlook primarily reflects S&P's expectation that the
company will generate and sustain adjusted debt-to-EBITDA in the
mid-4x area over the next 12 months, with relatively stable
liquidity. S&P expects HudBay to generate growth in earnings and
cash flow, led by continuing favorable zinc and gold prices and
cost improvements. In addition, S&P estimates the company's
liquidity position to remain relatively stable over this period,
following an improvement from earlier in the year.
S&P could consider a positive rating action if, over the next 12
months, it believes HudBay will generate an adjusted debt-to-EBITDA
ratio below 4x on a sustained basis. In S&P's view, this could
result from higher-than-expected earnings and cash flow, likely
from rising copper prices, along with improvement in its cash
costs. S&P would also expect the company to maintain relatively
stable debt levels and liquidity over this period.
S&P could lower the rating if it believes the company will generate
adjusted debt-to-EBITDA well above 5x on a sustained basis, or if
its liquidity deteriorates to an extent that reduces its
flexibility to fund its fixed obligations. In S&P's view, this
could result from protracted operational challenges,
weaker-than-expected copper market conditions, and/or debt-financed
corporate actions.
INT'L SHIPHOLDING: Selling Specialty Business Segment for $18M
--------------------------------------------------------------
International Shipholding Corp. ("ISH"), and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New York
to authorize bidding procedures in connection with the sale of
Specialty Business Segment ("Assets") to J Line Corp. for
$18,000,000, subject to overbid.
Since 2014, ISH, together with its debtor and non-debtor
subsidiaries and affiliates ("International Shipholding"), has
encountered certain challenges related to complying with debt
covenants and overall liquidity restraints. In an attempt to
strengthen International Shipholding's financial position, on Oct.
21, 2015, the Board of Directors of ISH approved a plan ("Strategic
Plan") to restructure International Shipholding by focusing on its
3 core segments - the Jones Act, TCTC, and Rail-Ferry segments -
with the objective to reduce debt to more manageable levels and to
increase liquidity. Since that date, International Shipholding has
modified the Strategic Plan in response to new developments,
including efforts to sell assets and ongoing discussions with its
lenders, lessors, directors, and others.
Pursuant to the Strategic Plan, as amended, International
Shipholding classified the following assets as held for sale on
Dec. 31, 2015: (i) the assets in the Dry Bulk Carriers segment;
(ii) an inactive tug included in the Jones Act segment; (iii)
minority interests in mini-bulkers in the Dry Bulk Carriers
segment; (iv) minority interests in chemical and asphalt tankers in
the Specialty Business Segment; (v) International Shipholding's New
Orleans office building; and (vi) a small, non-strategic portion of
operations that owns and operates a certified rail-car repair
facility near the port of Mobile, Alabama.
By the end of the first quarter of 2016, International Shipholding
had sold or exchanged all of the assets formerly included in the
Dry Bulk Carriers segment. Following this pre-petition sale
process, the Debtors' businesses consist of 4 primary segments —
the Jones Act Vessels segment, the Rail
Ferry Business segment, the PCTC segment, and the Assets.
Since the filing of their chapter 11 cases, the Debtors have been
actively engaged with their pre-petition lenders, the lenders under
their post-petition debtor-in-possession credit facility, their
unions, and the Committee. As a result of this collaboration, and
in consultation with their
advisors, the Debtors have determined that a sale of the Assets
will preserve and maximize the value of their estates and,
accordingly, is in the best interests of their estates and
creditors.
The Debtors, through their financial advisors, Blackhill Partners,
LLC, began a marketing process in early July 2016, targeting
various strategic and financial third parties either as sponsors of
a reorganization or outright buyers. After providing diligence and
negotiating terms with each interested counterparty, the Debtors
determined that the Stalking Horse Purchaser's proposal represented
the highest and best proposal. The Debtors believe executing the
purchase and sale agreement for the Assets ("Stalking Horse
Agreement") was the best option for maximizing value for the
estates.
The principal terms of the Stalking Horse Agreement are:
a. Stalking Horse Purchaser: J Line Corp.
b. Debtor Sellers: ISH; LCI Shipholdings, Inc.; Gulf South
Shipping PTE Ltd.; Marco Shipping Co. (PTE) Ltd.; N.W. Johnsen &
Co., Inc.
c. Non-Debtor Sellers: MPV Netherlands C.V., MPV Netherlands
Cooperaties U.A., and MPV Netherlands V.B.
d. Stalking Horse Purchase Price: $18,000,000
e. Deposit: $1,800,000
f. Extraordinary Provisions of Stalking Horse Agreement: The
Stalking Horse Purchaser is an insider of the Debtors.
g. Bid Protections: Expense Reimbursement up to $500,000
h. Minimum Overbid Increment: $500,000
The Debtors believe that, if the Expense Reimbursement is
triggered, the Stalking Horse Purchaser's efforts will have
increased the chances that the Debtors will receive the highest or
otherwise best offer for the Assets to the benefit of the Debtors'
creditors. The Debtors seek authorization to
pay the Expense Reimbursement in accordance with the terms of the
Stalking Horse Agreement.
The Debtors propose the following timeline for the Sale
Transaction:
a. Bid Deadline: Dec. 8, 2016 at 5:00 p.m. (PET)
b. Auction: Dec. 15, 2016 at 10:00 a.m. (PET)
c. Sale Objection Deadline: TBD
d. Reply Deadline: TBD
e. Sale Hearing: Dec. 20, 2016 at 10:00 a.m. (PET)
The Debtors submit that this proposed timeline is eminently
reasonable, will foster robust participation in the sale process,
is consistent with local practice and custom, and will not
prejudice any party in interest.
A sale of the Assets conducted in accordance with the Bidding
Procedures will maximize the value of the Assets by setting a
minimum purchase price for the Assets and providing for a
streamlined diligence period that minimizes disruption to the
Debtors' business operations, thus ensuring that the
Debtors' estates will receive the current market value for the
Assets. The Debtors believe that implementing the Bidding
Procedures and consummating the Sale Transaction with the Stalking
Horse Purchaser or Successful Bidder is the best course of action
for the Debtors and is in the best interest
of the Debtors' estates.
The principal terms of the Auction and Bidding Procedures are:
a. Access to Diligence Materials: An interested party
must submit to the Debtors and their advisors an executed
confidentiality agreement, the financial wherewithal to consummate
a sale transaction for the Assets; and a non-binding written
indication of interest identifying the Assets in
which the party is interested in purchasing.
b. Auction Qualification Process:
i. Good Faith Deposit: 10% of the purchase price
contained in the Modified Stalking Horse Agreement.
ii. Bids for Portions of the Assets: A Bid must
offer to purchase all or substantially all of the Assets.
iii. Contingencies: Bids may not be conditioned
on obtaining financing or any internal approval, or on the outcome
or review of due diligence.
iv. Bid Deadline: Dec. 8, 2016 at 5:00 p.m.
(PET)
c. Auction Procedures:
i. Credit Bidding: The applicable Pre-petition
Lenders and the DIP Lenders will have the right to credit bid all
or any portion of their allowed claims secured by the Assets at the
Auction.
ii. Minimum Overbid Increments: Not less than the
sum of (x) $500,000 plus (y) $500,000 which is equal to the value
of the Bid Protections under the Stalking Horse Agreement and
successive Overbid will exceed the then-existing Overbid by an
incremental amount that is not less than the Minimum Overbid
Increment.
iii. Closing the Auction; Successful Bidder: The
Auction will close when the Successful Bidder submits fully
executed sale and transaction documents, memorializing the terms of
the Successful Bid.
iv. Back-Up Bidder and Back-Up Bid: The next
highest or otherwise best Qualified Bid at the Auction for the
Assets after the Successful Bid, will be designated as the Backup
Bid and the Bidder submitting such Backup Bid, the Backup Bidder.
A copy of the Stalking Horse Agreement and the Bid Procedures
attached to the Motion is available for free at:
http://bankrupt.com/misc/International_Shipbuilding_300_Sales.pdf
The Debtors believe that providing the Successful Bidder with such
protection will ensure that the maximum price will be received by
the Debtors for the Assets and closing of the same will occur
promptly. Accordingly, the Debtors request that the Sale Order
include a provision that the Successful
Bidder for the Assets, are "good faith" purchasers within the
meaning of Bankruptcy Code section 363(m).
On Dec. 1, 2016, ("Assumption and Assignment Service Date") the
Debtors will file with the Court a notice of assumption and
assignment and will serve on all non-Debtor counterparties to the
Assigned Contracts. The Debtors request that the Court set the
deadline to object to any Cure Cost or to assumption and assignment
14 days after the applicable Assumption and Assignment Service
Date.
To facilitate and effect the proposed Sale Transaction, the Debtors
request approval of the assumption and assignment of the Assigned
Contracts to the Stalking Horse Purchaser or other Successful
Bidder under Bankruptcy Code section 365. To the extent that any
defaults exist under any executory contract or unexpired lease that
is to be assumed and assigned in connection with the sale of the
Assets, any such default will be cured prior to such assumption and
assignment.
In light of the nature of the relief requested, the Debtors
respectfully submit that no further notice is necessary.
J Line Corp. is represented by:
Martin Sosland, Esq.
BUTLER SNOW LLP
5430 LBJ Freeway, Suite 1200
Dallas, TX 75240
Facsimile: (469) 680-5501
E-mail: martin.sosland@butlersnow.com
About International Shipholding
International Shipholding Corporation filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its
affiliated Debtors also filed separate Chapter 11 petitions. The
petitions were signed by Manuel G. Estrada, vice president and
chief financial officer.
The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.
The Debtors disclosed total assets at $305.08 million and total
debts at $226.83 million as of March 31, 2016.
William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1 appointed three creditors to serve on the
official committee of unsecured creditors of International
Shipholding Corporation. The Committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.
INVENERGY THERMAL: Moody's Lowers Rating on 1st Lien Loans to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded Invenergy Thermal
Operating I LLC's first lien senior secured credit facilities to B1
from Ba3 and revised the outlook to negative from stable. The
rating action stems from substantial financial underperformance
during the last twelve months owing primarily to lower than
expected energy margins from two of this six generation plants in
Invenergy's portfolio resulting in material underperformance
relative to our base case expectations.
The rated first lien facilities consist of a $340 million senior
secured first lien term loan B due 2022 ($329 million outstanding)
and a $70 million senior secured first lien revolver due 2020
(undrawn). In addition to the first lien term loan B, Invenergy
has $200 million in outstanding second lien term loan C (unrated)
and approximately $408 million of proportional project level debt
(unrated). Total consolidated debt outstanding as of Sept. 30,
2016 is approximately $938 million.
RATINGS RATIONALE
The B1 first lien term loan rating largely reflects substantial
holding company leverage, a high-cost capital structure, and a
portfolio of generating assets that relies on merchant-based cash
flows derived from a peaking unit in Texas and a combined cycle in
north central Illinois for over 50% of cash available for debt
service (CFADS). The Texas and northern Illinois markets are
dominated by oversupply and substantial renewable generation and we
believe these market dynamics will persist for the next several
years, leaving prospective CFADS to be weaker than originally
anticipated, reducing debt pay-down and heightening refinancing
risk. Moody's now expects that nearly 70% of the first lien term
loan will remain outstanding at maturity.
For the twelve months ended September 30, 2016 the project's cash
flow was $26 million, or 60% below our anticipated levels of nearly
$67 million (compared to roughly $75 million anticipated by the
sponsor). As a result, debt service coverage ratio (DSCR) was
below 1.0x for the period resulting in an equity cure by the
sponsor in order to remain in compliance with both debt service
coverage covenant and interest coverage covenant at the first lien
and second lien, respectively. The issuer has the option to pay
interest in-kind (PIK) on 50% of the second lien interest. Absent
the equity cure, leverage as measured by funds from operations to
debt (FFO/Debt) would have been just over 1% on a first lien basis
and negative on a consolidated first and second lien basis for the
same period (excludes project level debt). On a prospective basis,
we anticipate total CFADS (after project distributions) to
approximate $50 million in 2017 and improve gradually to $70
million over time, providing necessary cushion to meet financial
covenants on a prospective basis.
While financial metrics were severely impacted for the latest
period, this partially resulted from several one-time events that
Moody's do not expect to re-occur. Specifically, the encumbered
St. Clair project had $6 million of one-time planned maintenance
costs during 2016 that was originally scheduled to occur prior to
the closing of the Invenergy debt financing and subsequently
occurred during 2016. With the planned maintenance completed,
Moody's fully expect the fully contracted St. Clair plant to
provide consistent levels of distributions for the Invenergy
holding company debt on a prospective basis. In addition,
unplanned maintenance outages during the past year and congestion
at the Grand Prairie Gateway transmission line resulted in many
periods of negative pricing basis, impacting the dispatch rate and
cash flows for the recently completed and unencumbered Nelson
combined cycle plant west of Chicago. The transmission line should
be complete on time in summer 2017 to significantly reduce the
negative basis, and as such improving Nelson's cash-flow by at
least $10 million annually. At the same time, the completed
transmission line will bring in additional renewable supply from
Midwestern wind farms which will likely weaken overall market
energy prices in the region.
The B1 rating also acknowledges the priority security position of
the first lien lenders over the second lien. At nearly 40% of the
combined first and second lien term loan at Invenergy, the second
lien provides a reasonable cushion of capital junior to the first
lien that supports good recovery prospects for first lien lenders
relative to second lien lenders in a distressed scenario. That
said, the 1.1x first lien debt service coverage covenant and 1.05x
second lien interest coverage covenant is a greater burden for the
project to achieve given its high cost capital structure and ties
the default probabilities of the first and second lien debt much
closer.
The negative outlook incorporates our view that the risk of an
additional covenant breach remains elevated over the next twelve to
eighteen months given the weak markets in which the assets operate
and that potential shake-out issues are more probable to surface at
Nelson and Ector as both commenced commercial operations just over
one year ago.
Given the rating action and the challenges facing this issuer over
the next twelve to eighteen months, an upgrade is unlikely.
The rating could stabilize should the contracted assets demonstrate
consistent cash flow and distributions and should the merchant
assets of Nelson and Ector perform better than expected resulting
in Invenergy comfortably meeting annual debt service requirements
for first and second debt holders leading to first lien debt
reduction through the excess cash flow sweep.
Invenergy holds Invenergy Clean Power LLC's interests in a
portfolio of six gas-fired plants located throughout the United
States and Canada. Three of the projects are wholly owned (St.
Clair (584 MW, Ontario), Nelson (584 MW, Illinois) and Ector (330
MW, Texas)) while the other three (Cannon Falls (357 MW,
Minnesota), Spindle Hill (314 MW, Colorado) and Hardee 370 MW,
Florida)) are joint ventures in which Invenergy holds a 51% share.
The principal methodology used in these ratings was "Power
Generation Projects" published in December 2012.
JENSEN INDUSTRIES: Seeks to Hire Simen Figura as Legal Counsel
--------------------------------------------------------------
Jensen Industries, Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Simen, Figura &
Parker, PLC as its legal counsel.
The firm will be paid an hourly rate of $200 for its legal
services, which include negotiating with creditors and preparing
the Debtor's Chapter 11 plan of reorganization.
Simen Figura has no connections with the Debtor or any of its
creditors, according to court filings.
The firm can be reached through:
Peter T. Mooney, Esq.
Simen, Figura & Parker, PLC
5206 Gateway Centre 200
Flint, MI 48507
Phone: (810) 235-9000
Email: pmooney@sfplaw.com
Email: bankruptcy@sfplaw.com
About Jensen Industries
Jensen Industries, Inc., filed a chapter 11 petition (Bankr. E.D.
Mich. Case No. 16-31959) on August 22, 2016. The petition was
signed by Kai Jensen, president.
The case is assigned to Judge Daniel Opperman.
The Debtor estimated assets of less than $50,000 and liabilities of
less than $500,000.
JO-LIN HEALTH CENTER: Seeks March 13 Plan Filing Period Extension
-----------------------------------------------------------------
Jo-Lin Health Center, Inc. asks the U.S. Bankruptcy Court for the
Southern District of Ohio to extend its exclusive period to file a
plan and disclosure statement through March 13, 2017.
The Debtor's exclusive period to file a plan currently expires on
November 14, 2016.
The Debtor relates that the Court set the Claims Bar Date on
October 24, 2016 for all parties other than governmental units, and
the deadline by which governmental units must file a proof of claim
on November 14, 2016.
The Debtor contends that it operates within a highly regulated
industry and, as evidenced by its Schedules and the record in the
case, has several governmental agencies with which it regularly
interfaces and/or conducts business. The Debtor further contends
that a substantial amount of its gross income is derived from
governmental sources at both the state and federal level.
The Debtor tells the Court that it has begun its review of the
claims register and believes it would be aided by additional time
in which to: negotiate with creditors regarding claims which are
already of record, avoid the premature formulation of a chapter 11
plan, discern whether additional claims from governmental units may
be timely asserted, and ensure that its proposed plan takes into
full account the interest of the Debtor, its creditors, and the
estate.
Since the governmental claims deadline has not yet run, the Debtor
submits that there exists at least the possibility for unresolved
contingencies which may affect any plan the Debtor proposes. The
Debtor says it is working in good faith towards presenting a viable
plan, and believes it will be able to do so with the aid of
additional time.
About Jo-Lin Health Center, Inc.
Jo-Lin Health Center, Inc., owns and operates a 125-bed nursing
home facility. An increase in Ohio's "bed tax" caused Jo-Lin to
seek chapter 11 protection (Bankr. S.D. Ohio Case No. 16-11898) on
May 17, 2016. The bankruptcy petition was signed by Jo Linda
Heaberlin, President.
The Debtor is represented by Michael B. Baker, Esq., at The Baker
Firm PLLC and Dean Langdon, Esq., at Delcotto Law Group PLLC. The
case is assigned to Judge Jeffery P. Hopkins.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
K4M CONSTRUCTION: Liquidation Trust To Be Created Under Plan
------------------------------------------------------------
K4M Construction & Development, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Texas an amended disclosure
statement referring to the Debtor's plan of reorganization.
Under the Plan, Class 3 - Equity is impaired. Each holder of
equity in the Debtor will receive, on the plan distribution date,
its pro rata share of the Class B Liquidation Trust Beneficial
Interests. Entities having claims in Class 3 include Kirt McGhee.
Pursuant to the terms of the Liquidating Trust, distributions from
the Trust will be made at least annually.
The Liquidation Trust will be created pursuant to the Liquidation
Trust Declaration. The Liquidation Trust Declaration will
constitute a plan document and will only contain terms and
conditions consistent with the Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-30646-96.pdf
As reported by the Troubled Company Reporter on Oct. 11, 2016, the
Debtor filed with the Court an amended disclosure statement
describing the Debtor's plan of reorganization. Under the Plan,
Class 1- Secured Claims is impaired. Each holder of an allowed
Secured Claim will receive payment upon the liquidation and sale of
their respective collateral.
About K4M Construction
K4M Construction & Development, LLC, owns a single family residence
located at 2919 Oak Pointe Boulevard, Missouri City, Texas 77479.
It was created in December 2011. Based upon a short history with
Michael Mauck, and his companies M2 Investments and MPM Capital, in
buying, refurbishing and selling houses, Kirt McGhee incorporated
K4M in order to continue the real estate investment and
construction business formerly done between Kirt McGhee
individually, and MPM.
K4M Construction filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 16-30646) on Feb. 2, 2016. Johnie J. Patterson,
Esq., at Walker & Patterson as bankruptcy counsel.
KEVIN CHRISTOPHER GLEASON: Disclosures OK'd; Dec. 13 Plan Hearing
-----------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida has approved Kevin Christopher
Gleason's second amended disclosure statement related to his second
amended plan.
A hearing will be held on Dec. 13, 2016, at 10:30 a.m. to consider
the confirmation of the Plan. Objections to the confirmation of
the Plan must be filed by Nov. 29, 2016, which is also the deadline
for filing ballots accepting or rejecting the Plan and the deadline
for serving notice of fee applications.
The proponent's deadline for serving the court order approving the
Disclosure Statement is Nov. 3, 2016, which is also the deadline
for objections to claims.
Fee applications must be filed by Nov. 22, 2016.
As reported by the Troubled Company Reporter on Sept. 28, 2016, the
Debtor filed with the Court the Second Amended Disclosure Statement
related to the Plan, which proposes that holders of Class 12
general unsecured claims receive a pro rata distribution from a
fund of $25,000 from the sale of the Debtor's homestead property.
Kevin Christopher Gleason filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 16-10001) on Jan. 1, 2016. The Debtor is an attorney
who was admitted to practice in 1982 in the Commonwealth of
Pennsylvania, and in 1983 in Florida and New Jersey. The Debtor is
no longer an active member of the bars in Pennsylvania and New
Jersey.
KEYPOINT GOVERNMENT: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Loveland, Colorado-based KeyPoint Government Solutions Inc. The
outlook is stable.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's first-lien credit facilities, including a $10 million
revolving facility expiring May 15, 2017, and a $172 million term
loan due Nov. 13, 2017. The recovery rating on the first-lien
facilities is '2', which indicates S&P's expectation for lenders to
receive substantial (70% to 90%, upper end of the range) recovery
in the event of a payment default.
The rating affirmation reflects S&P's view that leverage will
remain low for the current rating as the company continues to
reduce its debt (debt-to-EBITDA projected below 3x), which S&P
believes strongly supports its ability to refinance its 2017 debt
maturities well in advance of when they come due. S&P believes the
company's owners are actively considering strategic options in the
near term. As a result, S&P do not believe the current low
leverage is permanent, and is likely to increase as the company is
either sold or refinanced. Nevertheless, S&P recognizes that
refinancing risks associated with the 2017 debt maturities increase
as it nears maturity, and unforeseen adverse market developments
can cause credit markets to tighten and affect KeyPoint's ability
to draw liquidity at a non-prohibitive rate. Consequently, S&P
expects the company to start addressing these maturities in early
2017.
"Our ratings reflect the company's narrow business focus as
background screening provider for security clearances with a
preponderance of its business derived from the U.S. Office of
Personnel Management (OPM). In addition, we expect the company to
maintain its position as a leading provider of field investigative
services to OPM through the remaining term of the contract expiring
2021. This is despite a recent OPM initiative to diversify
screening service providers. Nevertheless and despite providing
screening services to numerous government agencies under the
auspices of OPM, revenue derived from these services represent a
highly concentrated 85% of revenue, rendering the company highly
susceptible to the loss of caseload volume from OPM for any reason.
We understand that the company has developed security protocols
and is regularly audited by OPM with no negative actions thus far
noted. In terms of credit metrics, we expect debt-to-EBITDA
leverage to be below 3x in 2016 and steadily decline in 2017 ahead
of the term loan maturity of Nov. 13, 2017," S&P said.
S&P's affirmation also incorporates its expectation that KeyPoint
will refinance its existing $10 million revolver and $150 million
first-lien term loan facilities at least six months prior to the
maturity of the term loan in November 2017. Consequently, S&P
expects the company will start to address these maturities
shortly.
S&P's rating on KeyPoint is limited by its majority ownership by
Veritas Capital. Financial sponsors typically apply aggressive
financial policies to enhance shareholder returns. Although
KeyPoint's leverage metrics are currently strong for the rating,
S&P expects Keypoint's near-term strategic actions will likely lead
to higher financial leverage (debt to EBITDA above 5x) over the
rating horizon.
The stable outlook reflects S&P's expectation that KeyPoint's
operating performance will remain near current levels from steady
caseload volume from OPM and improved operating efficiency.
However, S&P forecasts slightly weaker top-line growth as OPM seeks
to diversify sources of background screening providers. S&P
considers the risk of releveraging is high given the company's low
level of funded debt, the near-term maturity of the credit
facilities, and financial sponsor ownership. S&P expects KeyPoint
to have refinanced or made significant progress towards refinancing
at least six months ahead of the term loan maturity of Nov. 13,
2017.
S&P could lower its ratings if S&P believes KeyPoint will encounter
difficulty refinancing its upcoming debt maturities because credit
market conditions have tightened, credit metrics are projected to
weaken considerably (including debt-to-EBITDA leverage sustained
near 5x), or free cash flow turns negative. This could occur from a
significant loss or disruption of caseload volume from OPM,
possibly due to a data breach or other reputation-damaging event, a
shareholder distribution, or a debt-financed acquisition. S&P
estimates this could occur if EBITDA declines by approximately 50%
or debt increases by about $125 million (assuming current debt and
EBITDA.)
Although unlikely in the next year, S&P could raise its ratings if
KeyPoint were to broaden its service offering while also
maintaining its position as a leading service provider to OPM and
commit to sustaining debt-to-EBITDA leverage near or below 3x.
KSM INTERNATIONAL: Seeks to Hire Kutner Brinen as Legal Counsel
---------------------------------------------------------------
KSM International, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Kutner Brinen P.C. to give advice
regarding its duties under the Bankruptcy Code, prepare its plan of
reorganization, and provide other legal services.
The firm's attorneys and their hourly rates are:
Lee Kutner $500
Jeffrey Brinen $400
Jenny Fujii $320
Keri Riley $260
Amanda Houseal $230
Meanwhile, the firm's law clerks and paralegals are paid $175 per
hour and $75 per hour, respectively.
Lee Kutner, Esq. disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Lee M. Kutner, Esq.
Kutner Brinen P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Phone: (303) 832-2400
Fax: (303) 832-1510
Email: lmk@kutnerlaw.com
About KSM International
KSM International, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-20499) on October 25,
2016. The petition was signed by Kristin Morelli, manager.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
KUNKEL REAL ESTATE: Taps Brett A. Elam as Legal Counsel
-------------------------------------------------------
Kunkel Real Estate Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire The Law Offices of Brett A. Elam, P.A.
to give legal advice regarding its duties under the Bankruptcy
Code, negotiate with creditors, and prepare its plan of
reorganization.
The firm's billing rate ranges from $225 to $375 per hour.
Brett Elam, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Brett A. Elam, Esq.
The Law Offices of Brett A. Elam, P.A.
105 S. Narcissus Avenue, Suite 802
West Palm Beach, FL 33401
Tel: 561.833.1113
Fax: 561-833-1115
Email: belam@brettelamlaw.com
About Kunkel Real Estate
Kunkel Real Estate Investments, LLC owns a rental property located
in Palm Beach, County, Florida. The Debtor sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No.
16-24054) on October 18, 2016. The petition was signed by Susan M.
Kunkel, managing member.
At the time of the filing, the Debtor disclosed $500,000 in assets
and $3.84 million in liabilities.
LA4EVER LLC: Unsecureds To Receive Cash on Effective Date
---------------------------------------------------------
LA4Ever, LLC, et al., filed with the U.S. Bankruptcy Court for the
District of Connecticut a disclosure statement dated Oct. 26, 2016,
referring to the Debtors' plan of reorganization dated Oct. 26,
2016.
Under the Plan, Class 5 General Unsecured Claims, excluding
insiders, are impaired. The holders will receive cash on Effective
Date to the extent of allowed claims, without interest. General
unsecured claims for LA4Ever total $5,101.74 while general
unsecured claims for LLCD total $5992.22.
The Debtors will close on a refinance of the property netting,
after set asides, broker's fees, closing costs, any applicable
points, and fees, after normal adjustments, a minimum satisfactory
to fund the plan, within 14 days after the order confirming this
plan becomes final or the next Business Day thereafter if the date
is not a business day.
Kenneth Hill will be appointed as plan administrator. Through or
under the direction of the Plan Administrator, from cash on hand at
the Effective Date and future proceeds of its operations or
proceeds of a refinance of the property, or any combination
thereof, Reorganized Debtor will disburse funds to allowed priority
tax claims, all classes of claims, and to professionals holding
allowed administrative expenses.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ctb15-30546-219.pdf
The Plan was filed by the Debtors' counsel:
Carl T. Gulliver, Esq.
COAN, LEWENDON, GULLIVER & MILTENBERGER, LLC
495 Orange Street
New Haven, CT 06511
Tel: (203) 624-4756
Fax: (203) 865-3673
E-mail: cgulliver@coanlewendon.com
About LA4Ever, LLC
LA4Ever, LLC, and LLCD, LLC, are Connecticut limited liability
companies officially registered with the Secretary of State in
December 2002 and January 2003. These companies were formed by and
are owned by Kenneth Hill and Daphne Benas. Since their formation
the Debtors have been in the business of ownership and operation of
residential rental property at 325-327 St. John Street and 23 Brown
Street, in New Haven, Connecticut. Mr. Hill and Ms. Benas also
oversaw extensive rehabilitation of the Property resulting in
significant improvement early on after the purchase. Many routine
management and maintenance duties at the Property are handled by
LABenhill, LLC, a management company formed, owned and operated by
Mr. Hill and Ms. Benas.
LLCD, LLC owns the Brown Street Property at 23 Brown Street in the
Wooster Square neighborhood in New Haven, Connecticut. The Brown
Street Property consists of five residential units representing a
current monthly rent roll of $6,250 inclusive of two units recently
vacated which vacancies are anticipated to be filled promptly.
LA4Ever, LLC, owns the St. John Street Property at 325-7 St. John
Street, also in the Wooster Square neighborhood in New Haven,
Connecticut. The St. John Street Property consists of six
residential units representing a current monthly rent roll of
$9,875. All six units of the St. John Street Property are
presently occupied.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Lead Case No. 15-30546) on April 8, 2015. The petition was
signed by Daphne Benas, member. The Debtors are represented by
Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger,
LLC. The case is assigned to Judge Julie A. Manning.
At the time of the filing, LA4Ever estimated its assets at $500,000
to $1 million and debts at $1 million to $10 million. LLCD
estimated its assets and debt at $500,000 to $1 million.
No official committee of unsecured creditors has been appointed in
the case.
LEHMAN BROTHERS: Trustee Reports Progress in Winding Down Estate
----------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act and chair
of the Hughes Hubbard & Reed LLP Corporate Reorganization and
Bankruptcy Group, has filed the 15th Interim Report with the
Bankruptcy Court that details progress in winding down the estate,
which is now in a phase of substantial completion.
"Significant progress continues in winding down the estate for the
largest and most complex broker-dealer bankruptcy in history," Mr.
Giddens said. "With close to $115 billion returned to customers
and creditors, results have far exceeded any expectations at the
beginning of this liquidation, and we are working diligently to add
to that total and close the estate."
Most recently, the estate completed the fourth interim distribution
to unsecured general creditors with allowed claims, bringing the
cumulative payout on these allowed claims to 38 percent, or
approximately $8.6 billion.
Additional distribution information:
-- Secured, priority and administrative creditors have received
100 percent distributions, and total distributions to all creditors
total roughly $8.8 billion.
-- Customers have received $106 billion, fully satisfying the
111,000 customer claims, with most claims fulfilled within weeks of
the liquidation.
Out of the more than 134,000 claims administered in this
proceeding, only 427 disputed customer, secured, priority and
general creditor claims remain, and they are subject to court
proceedings and appeals. Resolving the claims, therefore, depends
on court schedules and the positions of claimants who have disputed
the Trustee's claim determination, and this may take considerable
time. Related to these remaining claims, the Trustee is holding
roughly $434 million in reserve.
The progress in the LBI liquidation would not have been possible
without the assistance of the Securities Investor Protection
Corporation and the Securities and Exchange Commission, the
oversight of United States Bankruptcy Court, the Honorable
Shelley C. Chapman, presiding, and the success of the Trustee's
professionals at Hughes Hubbard & Reed LLP and Deloitte & Touche
LLP.
The Trustee is represented by Hughes Hubbard & Reed LLP.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as
counsel to the Official Committee of Unsecured Creditors. Houlihan
Lokey Howard & Zukin Capital, Inc., is the Committee's investment
banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee
for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
* * *
In October 2015, Lehman made its eighth distribution to creditors,
bringing Lehman's total distributions to unsecured creditors to
approximately $105.4 billion including (1) $77.2 billion of
payments on account of third-party claims, which includes
non-controlled affiliate claims and (2) $28.2 billion of payments
among the Lehman Debtors and their controlled affiliates.
As of September 2015, the trustee in charge of LBI has returned
around $7.65 billion to the defunct brokerage's unsecured
creditors, a recovery of about 35 cents on the dollar.
LIGHTSTREAM RESOURCES: Moves to 2nd Phase of CCAA Sale Procedures
-----------------------------------------------------------------
Lightstream Resources Ltd. on Oct. 28, 2016, disclosed that the
first phase of the sale procedures under the Companies' Creditors
Arrangement Act ("CCAA") in which non-binding indications of
interest were received and considered has concluded and,
accordingly, qualified bidders will move to the second phase of the
sale procedures. The qualified bidders include the ad hoc
committee ("Ad Hoc Committee") of holders of approximately 91.5% of
the Company's 9.875% second lien secured notes due 2019 ("Secured
Notes") who submitted a credit bid for the full amount of the
claims outstanding in respect of the Secured Notes and debt in
priority to the Secured Notes, in accordance with the previously
disclosed restructuring support agreement entered into between
Lightstream and the Ad Hoc Committee on July 12, 2016. The second
phase of the Sale Procedures is scheduled to conclude on November
21, 2016 which is the deadline for the submission of binding bids.
The Company also confirmed that its common shares have been
delisted from trading on the Toronto Stock Exchange effective Oct.
27, 2016.
About Lightstream Resources
Lightstream Resources Ltd. is a Calgary, Alberta-based exploration
and production company with about 25,000 boe of daily production
and proved developed and total proved reserves of 51 million boe
and 79 million boe, respectively.
Lightstream Resources disclosed that on Sept. 26, 2016, it obtained
an initial order (the "Initial Order") from the Court
of Queen's Bench of Alberta (the "Court") under the Companies'
Creditors Arrangement Act (the "CCAA") as the Company continues
working to restructure its balance sheet.
FTI Consulting Canada Inc. has been appointed Monitor of the
Company for the CCAA proceedings
* * *
In September 2016, Moody's Investors Service downgraded the
Probability of Default Rating for Lightstream Resources to 'D-PD'
from 'C-PD/LD' in response to the Company's announcement that it
obtained an initial court order to restructure under the Companies'
Creditors Arrangements Act (CCAA).
Lightstream's 'C' Corporate Family Rating (CFR) and 'C' senior
unsecured notes rating were affirmed. The rating outlook is
negative.
LITE SOLAR: Asks Court to Move Plan Filing Deadline to Mid-May 2017
-------------------------------------------------------------------
Lite Solar Corp. asks the U.S. Bankruptcy Court for the Central
District of California to extend its exclusive period to file a
Plan by approximately 180 days, from Nov. 24, 2016, to and
including May 23, 2017, and its exclusive period to obtain
acceptances to a Plan from Jan. 23, 2017, to and including July 24,
2017.
The Debtor relates that following the initial case Status
Conference on Sept. 28, 2016, the Court set a Claims Bar Date of
Nov. 18, 2016, and set a continued status conference date of Jan.
11, 2017.
While reorganization is in prospect, the Debtor tells the Court
that the resolution of claims will depend on multiple litigation
proceedings (Debtor has also filed an adversary proceeding with the
Court, Case No. 2:16-ap-01349-BB). According to the Debtor, its
chapter 11 was precipitated by multiple state court actions, the
bulk of which surround a dispute with a former employee, Patrick
Schellerup.
The Debtor also relates that its removal and transfer of the Oregon
litigation to this Court, immediately following the Debtor's filing
of the chapter 11 petition, is being disputed and has delayed the
progress of the litigation. At the October 4 status conference, the
Court continued the Oregon-related matters pending an update re
remand in early November, and set a discovery deadline for March
2017 in the other adversary matters.
The Debtor is requesting an extension of exclusivity to allow for
continued discussions and, potentially, claims objections, and to
allow it time to make progress in the ongoing litigation, so as to
proceed with reorganization without the interference (and expense)
of a competing chapter 11 plan.
About Lite Solar Corp
Lite Solar Corp., based in Long Beach, Calif., filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 16-19896) on July 27, 2016.
The Hon. Sheri Bluebond presides over the case. Leslie A. Cohen,
Esq. as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and liabilities. The petition was signed by Ranbir S. Sahni,
president.
To date, no Committee, Examiner or Trustee has been appointed in
Debtor's case.
M SPACE: Houston Gateway Academy Offers $600K for Assets
--------------------------------------------------------
M Space Holdings, LLC, asks the U.S. Bankruptcy Court for the
District of Utah to authorize the sale of modular units and other
assets ("Assets") to Houston Gateway Academy, Inc. ("HGA") for
$600,000, subject to higher or better offers.
A hearing on the Motion is set for Nov. 21, 2016 at 3:00 p.m.
On May 24, 2016, the Court approved the hiring of Gordon Brothers
Commercial & Industrial, LLC ("GB") as the Asset Liquidator for the
Debtor.
On June 29, 2016, the Court authorized the Debtor to use certain
bid procedures in the post-petition sale of certain assets ("Order
Approving Bid Procedures"). In accordance with the Order Approving
Bid Procures, the Debtor will utilize the "Bid Procedures" for the
proposed sale.
GB estimates the value of the Assets at $1,007,726. GB's estimate
contemplated that these units where "on rent" which significantly
increased the GB sale value. However, the former tenant was a
charter school that lost its state funding. In July 2015, the
charter school vacated the units and is financially unable to make
any further payments. There is no personal guarantee by the
tenant's principals. Further, the former tenant is unable to pay
for any teardown expenses. Such costs to the estate which are
being avoided by this sale are approximately $175,000.
HGA offered to purchase the Assets from the Debtor "as is, where
is," free and clear of all liens, claims, interests and any and all
other encumbrances of any kind or nature, for $600,000. Pursuant
to the offer, all secured parties will provide appropriate lien
releases.
GB evaluated the offer and recommended that the Debtor accept the
offer subject to the Court's approval, and the Debtor, in its
reasonable business judgment, has determined that the sale is in
the best interest of creditors and the bankruptcy estate.
The Debtor has negotiated the terms of the Agreement by which the
Debtor proposes to sell the Assets to HGA, subject to Court
approval and higher or better offers, on the terms and conditions
set forth in the Agreement.
Pursuant to the Bid Procedures, the Debtor proposes to further test
the marketplace through the Bid Procedures to allow the Debtor a
reasonable and fair opportunity to maximize the value of the
Assets. The Debtor continues to market the Assets for sale and GB
will also continue to market the Assets for sale through its
marketing efforts to sell the Debtor's Assets.
GB will be paid a commission and its expenses from the proceeds of
the proposed sale pursuant to the Order Authorizing the Retention
and Employment of Gordon Brothers Commercial & Industrial, LLC, as
Asset Liquidator For the Debtor dated May 24, 2016.
All remaining sales proceeds will be disbursed pursuant to the
Final Order Authorizing Debtor's Use of Collateral and Cash
Collateral and Granting Adequate Protection Claim and Lien and any
final order related thereto.
A copy of the Agreement and Bid Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/M_Space_Holdings_305_Sales.pdf
The Debtor submits that that a prompt sale of the Assets is
necessary to maximize the value of its assets for the benefit of
creditors and the estate. A sale by auction, using reasonable
procedures as set forth in the Bidding Procedures, presents the
best opportunity to realize the maximum value of the Assets.
Accordingly, the Debtor requests that the Court authorizes the sale
of Assets free and clear of liens, claims, encumbrances and
interests; and waives the 14-day stay otherwise applicable under
Bankruptcy Rule 6004.
The Purchaser can be reached at:
Richard Garza
CEO & Superintendent
HOUSTON GATEWAY ACADEMY CHARTER SCHOOL, INC.
7310 Bowie St.
Houston, TX 77012
About M Space Holdings
M Space Holdings, LLC, is a provider of turnkey complex modular
space solutions. M Space sought protection under Chapter 11
(Bankr. D. Utah Case No. 16-24384) on May 19, 2016. The petition
was signed by Jeffrey Deutschendorf, CEO and president.
The Debtor is represented by Mona L. Burton, Esq., Sherilyn A.
Olsen, Esq., and Ellen E. Ostrow, Esq., at Holland & Hart LLP.
The
case is assigned to Judge Joel T. Marker. The Debtor's asset
Liquidator is Gordon Brothers Commercial & Industrial, LLC.
The Debtor estimated both assets and liabilities of $50 million to
$100 million.
No request has been made for the appointment of a trustee or
examiner, and an official unsecured creditors' committee was
appointed on June 1, 2016.
MAJESTIC AIR: Selling Consigned LTP Inventory for $72K
------------------------------------------------------
On Nov. 15, 2016 at 10:00 a.m., Judge Geraldine Mund of the
Bankruptcy Court for the Central District of California will
convene a hearing on Majestic Air's sale of the Lufthansa Technik
Philippines inventory of aircraft parts ("LTP Inventory") it held
on consignment outside the ordinary course of business to Okay
Airways Co, Ltd. for $72,000, subject to overbid.
The Debtor is a corporation which acts as a broker of aircraft
parts which it resells to airlines and to other brokers in the
industry. The Debtor filed for Chapter 11 bankruptcy on May 23,
2016. On the date of the Petition, the Debtor as part of its
assets held LTP inventory pursuant to a consignment contract. LTP
previously consigned the Airbus 320 aircraft parts and Boeing 737
parts to Majestic. LTP as the consignor owns these parts.
Majestic as the consignee holds the parts and sells them to third
parties. It then deposits 60% of the sale proceeds into the DIP
savings account pursuant to the approved stipulation with LTP.
The LTP Inventory occupies at least 85% of the Debtor's leased
premises. In addition to the Debtor's warehouse lease costs, the
Debtor is continuing to incur significant expenses for insurance,
overhead and maintenance relative to its warehouse (and the LTP
Inventory which occupies most of that warehouse).
The LTP Inventory consists mainly of Airbus A320 parts and a small
amount of Boeing 737 parts. As events have transpired, the market
demand for LTP's A320 parts steadily decreased. The reasons for
the decrease in the value of the LTP Airbus 320 parts are twofold:
(1) the Airbus 320 is an older aircraft used by a small number of
airlines and (2) the LTP Airbus 320 parts do not have the requisite
traceability documents.
Majestic contacted its customers in the far east to see if they
would be interested in purchasing the LTP Inventory in bulk.
Majestic received an offer for $95,000 on Oct. 17, 2016 but the
buyer back out on Oct. 28, 2016. The only offer that remains is the
Purchasers' for $72,000 ("Purchase Agreement"). The LTP Inventory
will be sold "as is" without any warranties or representations.
In sum, the LTP parts have little value. Meanwhile, they are
taking up most of Majestic's warehouse space and requiring Majestic
to incur overhead costs that are not justified by the market value
of the LTP parts. Given the value of the parts, Majestic has
concluded that the costs of moving the LTP parts to a new facility
and maintaining those parts in the new facility do not justify
keeping these parts. Indeed, the entire purpose of Majestic moving
its operations to a smaller facility will be stymied if it does not
divest itself of LTP's Inventory.
The LTP Inventory to be sold is subject to the consignment
agreement between Majestic and LTP as well as claimed though
disputed lien of Ansett Aircraft Spares and Services, Inc.;
Majestic estimates that the costs of packaging and shipping of the
LTP inventory to the successful buyer will be approximately
$20,000. Pursuant to the agreement with LTP, Majestic receives 40%
of sale proceeds which will be approximately $18,000. As such, the
sale is estimated to result in $18,000 in net benefit to Majestic's
Bankruptcy Estate allowing the Debtor to pay a percentage to their
unsecured creditors who filed proper claim.
The Debtor request the Court to approve the sale of LTP inventory
to the Purchaser or alternatively to a higher bidder in accordance
with the "Bidding Procedures" free and clear of all liens and other
interests pursuant to 11 U.S.C. §363(b), (f) and (h), including
but not limited to the liens of LTP and disputed lien of Ansett
with only provision that pursuant to its contract with Majestic,
LTP receive 60% of the net proceeds less $20,000 approximate cost
which will be deposited into the DIP savings account where the
other LTP sales proceeds are currently on deposit.
A copy of the Purchase Agreement, the LTP Inventory and the Bidding
Procedures attached to the Motion is available for free at:
http://bankrupt.com/misc/Majestic_Air_Sales.pdf
The Purchaser can be reached at:
OKAY AIRWAYS CO. LTD.
Binhai International Airport
Tianjing, China 300300
About Majestic Air
Majestic Air, Inc., is a corporation which acts as a broker of
airplane spare parts which it resells to airlines and to other
brokers in the industry.
Majestic Air, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-11538) on May 23,
2016. The petition was signed by Tessie Cue, president. The case
is assigned to Judge Martin R. Barash.
The Debtor disclosed total assets of $3.47 million and total debts
of $3.21 million.
Majestic Air tapped Havkin & Shrago as its legal counsel and Miles
Carlsen of Carlsen Law Corporation as special counsel.
MAX EXPRESS: Court Okayed Exclusivity Extension Until Oct. 31
-------------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California issued an Order on October 28, 2016,
extending Max Express, Inc.'s exclusive period to file a Plan from
September 29, 2016, to October 31, 2016.
As reported by the Troubled Company Reporter, the Debtor said it
needed enough time to pass in order to:
(1) allow the Debtor to establish a history of financial
performance after its change in business model from independent
contractor truck drivers to hourly employee truck drivers and
utilize the new model to assess profitability and provide
projections supporting feasibility of any proposed plan; and
(2) allow the Debtor to resolve the objections it has to the
filed claims.
About Max Express, Inc.
Max Express, Inc., is a trucking company located in Carson,
California that provides trucking services throughout the western
United States. It has approximately 30 trucks and 37 employees,
including the truck drivers and principals of the Debtor. The
Debtor currently rents real property located at 22420 S. Alameda 10
Street, Carson, CA 90810, for the premises used as its place of
business.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 16-14868) on April 15, 2016. The
petition was signed by Richard Mo, secretary. The case is assigned
to Judge Deborah J. Saltzman. The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.
The Office of the U.S. Trustee on June 10, 2016, appointed three
creditors of Max Express, Inc., to serve on the official committee
of unsecured creditors. The Committee retained Levene, Neale,
Bender Yoo & Brill as its counsel.
MOUNTAIN DIVIDE: Committee Taps Worden Thane as Legal Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Mountain Divide
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Montana to hire Worden Thane P.C.
The firm will serve as the committee's legal counsel in connection
with the Debtor's Chapter 11 case.
Martin King, Esq., and Ross Keogh, Esq., the attorneys designated
to represent the committee, will be paid $250 per hour and $200 per
hour, respectively. The hourly rate of the firm's paralegal is
$100.
Mr. King disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Worden Thane can be reached through:
Martin S. King, Esq.
Worden Thane P.C.
111 N. Higgins Ave., Suite 600
P.O. 4747
Missoula, MT 59806
Tel: 406-721-3400
Fax: 406-721-6985
Email: mking@wordenthane.com
About Mountain Divide
Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016. The petition was signed by
Patrick M. Montalban, manager. The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The case
is assigned to Judge Ralph B. Kirscher. The Debtor estimated
assets at $1 million to $10 million and liabilities at $50 million
to $100 million at the time of the filing.
NEVER SLIP: S&P Affirms 'B' CCR & Revises Outlook to Negative
-------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on West Palm Beach, Fla.-based Never Slip Topco Inc. and
revised its outlook to negative from stable.
At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured revolving credit facility and senior
secured first-lien term loan. The recovery rating on the senior
secured debt remains '3', reflecting S&P's expectation for
meaningful (low end of the 50%-70% range) recovery in the event of
a default. Reported debt outstanding as of June 30, 2016, was
about $330 million.
For analytical purposes, S&P views Never Slip Topco Inc., its
subsidiary SHO Holding I Corp. (the borrower), and all operating
subsidiaries to be one economic entity, hereinafter known as Shoes
for Crews (SFC).
The outlook revision to negative from stable reflects the potential
for a lower rating over the next year if SFC does not improve
credit ratios, including debt to EBITDA sustained at or below 7.5x.
An inability to improve its presently weak credit ratios may
result from continued soft conditions in its foodservice segment,
the potential unfavorable impact of sales taxes on customer demand
and profitability, and the potential that financial policy will
remain more aggressive than S&P previously assumed. S&P estimates
that the foodservice industry represents about 70% of SFC's sales.
Recent softness in the industry has been a meaningful contributor
to the company's declining growth rate, as consumers appear to be
eating out less. S&P believes weaker restaurant foot traffic and
increasing wage rate pressure could dampen foodservice employment
and ultimately hurt SFC's sales volume. Another cause of recent
topline softness has been the decision of certain foodservice
customers to convert corporate-owned restaurants to franchises.
When this occurs, SFC loses revenue unless it can convert the new
franchise owners to customers.
The company is also in the process of determining whether it is
required to charge sales tax in a number of states. Because it had
historically not been doing so in certain states, it will have to
make one-time payments for previous sales recorded in those states.
It is possible these payments could have a meaningful impact on
the company's cash position. Further, while they are one-time in
nature (future state taxes will be passed on to consumers), the
implementation of new sales taxes could hurt revenues as consumers
are ultimately paying higher shoe prices.
A more aggressive financial policy could also prevent the company
from achieving our forecast leverage levels. S&P previously
expected the company to reduce leverage through a combination of
organic revenue and EBITDA growth and debt repayment with excess
cash flow. However, S&P no longer views debt prepayment as a
priority, as the company appears to be focusing on growth
opportunities, which may include bolt-on acquisitions. S&P
forecasts leverage will remain in the mid- to low-7x area over the
next 12 months. But given the weak foodservice environment, new
sales-tax charges, and a more aggressive financial policy, it is
possible the company won't achieve these expectations.
S&P's ratings continue to incorporate SFC's narrow business focus
in the slip-resistant footwear industry, small scale, and modest
brand equity. S&P believes the company is the market leader in
slip-resistant footwear, a subsector of the safety footwear
industry, and that its unique payroll-deduction program (PDP)
provides a competitive advantage over other brands. S&P believes
relevant employers have an incentive to participate in the
company's PDP, as they receive the benefit of a warranty plan for
worker falls at essentially no cost because employees pay for the
shoes via paycheck deductions. S&P believes these programs will
continue to gain traction in other industry verticals as employers
look for ways to improve worker safety while reducing costs.
At the same time, while SFC faces very limited competition through
its corporate program offerings today, it competes with
well-recognized brands in its direct–to-consumer business. Many
of these brands have stronger brand equity and are owned by larger
companies with greater scale and financial wherewithal than that of
SFC. S&P believes they would pose a competitive threat to SFC if
they were to implement similar PDP programs.
S&P views the company's diverse customer base, strong retention
rates, and track record of relatively stable sales growth and
profitability as positive credit factors. The company has no
significant customer concentrations and serves most of the top
restaurant chains in the U.S. While S&P views the foodservice
industry as somewhat volatile due to its sensitivity to consumer
discretionary spending, S&P believes the company sustains
performance through economic cycles due to a concentration in the
quick-service restaurant channel, which tends to perform better
during recessionary periods.
S&P's base-case forecast for SFC reflects continued slow economic
growth with modestly declining unemployment. S&P expects U.S. real
GDP will grow about 2.6% in 2016 and 1.5% in 2017, with
unemployment falling just below 5% by 2017. S&P's forecast also
includes these assumptions:
-- Low-single-digit percentage revenue growth in 2016, driven
by modest overall price increases and volume increases in
the company's underpenetrated verticals. S&P expects flat
to modestly weaker volume in the foodservice segment given
softness in the industry and the decision by some
foodservice customers to transition corporate stores to
franchises. S&P expects low-single-digit percentage organic
growth will be supplemented by modest bolt-on acquisition
activity thereafter.
-- Relatively stable EBITDA margins in the low-20% area, as
investments in sales, marketing, and design offset benefits
from cost-savings initiatives. S&P do not include the
company's accrued sales tax expense in EBITDA.
-- Annual capital expenditures of about $3 million in 2016 and
2017. Modest bolt-on acquisition activity.
-- No distributions.
Based on these assumptions S&P forecasts debt to EBITDA in the mid-
to low-7x area, funds from operations (FFO) to debt in the
mid-single digits, and modestly positive free cash flow over the
next couple of years. S&P notes however, that further softness in
the foodservice segment and/or a more aggressive financial policy
could prevent the company from achieving these expectations.
S&P continues to view SFC's liquidity as adequate, reflecting S&P's
expectation that sources of liquidity will exceed uses by around 3x
over the next 12 months. In addition, S&P estimates liquidity
sources would remain positive and there would be sufficient
covenant headroom even if EBITDA were to drop by 15%. While the
company qualifies for a stronger liquidity assessment based on our
quantitative analysis, S&P do not believe it meets certain
qualitative requirements for such an assessment. Specifically, S&P
do not believe the company has a high standing in credit markets
(it does not issue public debt) or the ability to absorb
high-impact, low-probability events without refinancing. S&P views
its banking relationships as sound but not well-established and
solid. S&P do not view its risk management as being sufficiently
prudent to maintain strong liquidity given its financial sponsor
ownership and aggressive financial policy.
Principal liquidity sources:
-- About $15 million cash on hand as of June 30, 2016;
-- About $20 million availability under its $25 million
revolving credit facility due in 2021; and
-- About $15 million to $20 million in cash FFO annually.
Principal liquidity uses:
-- Annual debt maturities and amortization of $2 million-
$3 million;
-- Modest seasonal working capital requirements; and
-- Capital expenditures of about $3 million over the next 12
months.
The negative outlook reflects the potential for a lower rating over
the next 12 months if SFC does not improve credit ratios, including
sustaining leverage below 7.5x. An inability to improve credit
ratios could result from a further weakening in the foodservice
industry, uncertainty pertaining to the impact on demand from the
collection of sales taxes in certain states, or if the company's
financial policies continue to be more aggressive than S&P
previously expected.
S&P could revise the outlook to stable if the company improves
leverage close to 7x while generating annual free cash flow near
$10 million. S&P would also want to see evidence that conditions
in the foodservice industry have stabilized and that the company
has resolved the sales-tax issue without hurting credit ratios.
S&P estimates EBITDA would need to improve by about 10% for the
company to achieve leverage in the low-7x area.
NORDIC INTERIOR: Needs Until February 13 to File Chapter 11 Plan
----------------------------------------------------------------
Nordic Interior, Inc. asks the U.S. Bankruptcy Court for the
Eastern District of New York to extend the exclusive periods within
which the Debtor may file a plan of reorganization and solicit
acceptances thereto through and including February 13, 2017 and
April 14, 2017, respectively.
The Debtor seeks an extension of its exclusive periods because:
(a) Although the Debtor commenced its chapter 11 case on
July 18, 2016, the Creditors' Committee was not appointed until
October 6, 2016. The Committee has not yet had the opportunity to
complete due diligence with respect to the Debtor's finances and
negotiate a plan with the Debtor.
(b) The Debtor is continuing to adjust to the rigors of
being a debtor in possession and work on stabilizing its
operations, hence plan negotiations are premature. Revenue
decreased initially upon the commencement of the case and the
Debtor's status as debtor in possession has made the task of
obtaining new work from or on behalf of project owners challenging.
While the Debtor has made significant progress in this regard, it
has more to do because a stable business is essential in order for
the Debtor to project revenue with reasonable accuracy that are
essential to plan negotiations because they will inform the payment
terms of any feasible plan.
(c) The Debtor's case involves numerous creditors and
parties in interest and complex issues.
A hearing will be held on November 15, 2016 at 9:00 a.m. on the
Debtor's request for exclusivity extension. Objections must be
filed and served no later than seven days prior to the hearing.
About Nordic Interior
Nordic Interior, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 16-43163) on July 18, 2016. The case is
pending before Judge Elizabeth S. Stong. Rosen & Associates, P.C.,
serves as counsel to the Debtor.
Nordic Interior, Inc., was founded in 1973 as a drywall and small
woodworking company. At the time of the bankruptcy filing, the
Company had approximately 50 employees, 35 of whom are carpenters
and project managers who are subject to a collective bargaining
agreement with the Carpenters' Union.
William K. Harrington, the U.S. Trustee for Region 2, on Oct. 6
appointed three creditors of Nordic Interior, Inc., to serve on the
official committee of unsecured creditors. The committee members
are: New York City District Council of Carpenters Benefit Fund;
Bomboy Incorporated; and Admat Construction Inc.
NORTH FORK COMPOSITES: Composite Ventures Offers $100K for Assets
-----------------------------------------------------------------
On Nov. 22, 2016 at 10:00 a.m., Judge Brian D. Lynch of the U.S.
Bankruptcy Court for the Western District of Washington will
convene a hearing to consider North Fork Composites, LLC's sale of
equipment, inventory, supplies, raw materials, and general
intangibles, including, without limitation, the trade names "North
Fork Composites," and its 100% membership interest in Edge Rods,
LLC ("Assets") to Composite Ventures, LLC for $100,000 plus the
value of Debtor's inventory and assumption of all trade debt of
approximately $143,747, subject to overbid.
The objection deadline is Nov. 17, 2016.
Columbia Bank ("Bank") holds a perfected security interest in
inventory, equipment, accounts, and general intangibles, which
includes all of the items to be sold. As of the Petition Date, the
Debtor owed approximately $57,000 to the Bank and proposes to pay
the balance owing out of the net sales proceeds.
Debtor filed the Chapter 11 case in the face of mounting litigation
expenses in a lawsuit entitled North Fork Composites LLC v. Jon
Bial, et al pending in Clark County Superior Court, in which the
Debtor and Bial were both claiming breach of Bial's employment
relationship with the Debtor. Bial was the former general counsel
and general manager of the Debtor. Upon filing this bankruptcy
case, the Debtor removed the Bial lawsuit to this Court and Bial
has filed a motion to remand the lawsuit to state court and for
relief from stay to allow the lawsuit to proceed.
The Debtor's current revenues total approximately $100,000 per
month and its expenses approximately $90,000-$100,000 per month,
not including litigation expenses associated with the Bial lawsuit,
or the administrative expenses of this Chapter 11 case. In
addition to the Bank debt of approximately $57,000, the Debtor owes
its unsecured creditors, not including Bial, approximately
$1,608,181 in undisputed debts.
The Debtor has received an offer from Purchaser for the Assets.
The Asset Purchase Agreement ("APA") entered into by the Debtor and
the Purchaser includes various terms and conditions, including the
requirement of Bankruptcy Court approval of the sale pursuant to 11
U.S.C. Section 363(f), with the Assets to be sold to Purchaser for
a Purchase Price of: (i) $100,000, plus the value of the Debtor's
inventory at cost, (ii) assumption of all trade debt totaling
approximately $143,746 plus warranty claims, and (c) waiver of
approximately $1,454,427 in unsecured claims against the Debtor
held by the Debtor's members and officers. The Assets will be sold
to Purchaser free and clear of liens, claims, and interests, with
such liens, claims, and interests to attach to the proceeds of the
sale. The proposed sale includes substantially all assets of the
Debtor excluding cash and accounts receivable.
The claimants and their relationship to the Debtor, and the
approximate amounts being waived are as follows:
a. Michael Darland (guaranty claims, loans to Loomises) -
$659,033
b. Gary and Susan Loomis (members, loans to the Debtor) -
$881,567
c. Aleksandr Maslov (CEO, loans and deferred compensation) -
$328,392
d. Nicole Darland – (VP Mkt & Dev, loans and deferred
compensation) - $157,234
e. Collins Illich – (Pres Fishing, loans and deferred
compensation) - $87,234
Within the one year period prior to the Debtor's filing of its
Chapter 11 petition, the Debtor made the following payments to its
members and other insiders who will be principals of the Purchaser:
(i) $37,015 to Loomises for reimbursement for out of pocket
expenses, and rent at $5,000 per month for the Debtor's
manufacturing facility and offices; and (ii) $43,020 to Mr. Maslov
for accrued wages and healthcare reimbursements.
Even if these payments were to be recovered as preferential or
fraudulent transfers, the waiver of claims being provided by the
Loomises, Mr. Maslov, and others totaling approximately $1,454,427,
will more than adequately compensate the estate for the release of
any preferential or fraudulent transfer claims against the Debtor's
insiders
The Purchaser will be solely responsible for the cost and expense
of removing the Assets from their current location, which will
likely require the removal and replacement of at least 2 sides of
the building in which the Assets are located. After payment of
administrative expenses and approximately $10,000 in priority
claims, Bial's and C6's unliquidated and disputed claims are
expected to be the only remaining claims to be paid from the sales
proceeds.
Upon executing the APA, the Purchaser agreed to be the stalking
horse bidder, meaning that its offer would be subjected to higher
and better bids pursuant to the Bid Procedures.
The Bid Procedures include provisions governing qualification of
bidders and bids, including demonstration of the financial
wherewithal to consummate a sale, and submission of a competing bid
together with a fully executed asset purchase agreement and deposit
of $35,000 by the Bid Deadline Nov. 18, 2016 at 4:00 p.m. (PPT). A
qualified bid must be for at least $10,000 more than the Cash
Component of the Purchaser's stalking horse bid, include assumption
of the trade debt of approximately $143,747, provide additional
cash compensation of at least $150,000 to compensate the estate for
loss of the approximately $1,454,427 in waived claims included in
the stalking horse bid, and must include a written commitment to
pay for and indemnify Debtor for any damages and repairs to the
building where the equipment is located caused by removal of the
equipment.
A copy of the APA and Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/North_Fork_40_Sales.pdf
The Debtor envisioned filing a plan of reorganization in this case,
but has determined that both its creditors and the estate will be
better served if the Debtor promptly sells its assets under Section
363 and ceases further manufacturing and sales operations. The
sale to Purchaser as proposed will result in Bank's secured claim
being paid in full, trade creditors receiving payment in full along
with the ability to do further business with the Purchaser, and the
remaining cash proceeds being available for payment of any unpaid
administrative expenses and priority claims, with a projected
distribution to general unsecured creditors of approximately
$50,000-$100,000, depending on the value of the remaining inventory
and cash at closing.
The Debtor therefore believes that a sale to Purchaser, or to a
competing buyer for a higher and better bid, is in the best
interest of creditors and the estate, and is the only viable
alternative absent conversion of the case to Chapter 7 and the
potential loss of the sale to Purchaser.
Furthermore, in the event Purchaser is the successful bidder, it
intends to operate its business in the Woodland, Washington area,
and will provide employment opportunities to all of the Debtor's
existing employees. The Debtor believes the purchase price to be
paid by Purchaser for the Assets is likely the best price
obtainable. Accordingly, the Debtor requests authorization to sell
the Assets free and clear of liens, claims, and interests.
The Purchaser:
COMPOSITE VENTURES, LLC
16231 2nd Dr SE
Bothel, WA 98012
is represented by:
Stephen Horenstein, Esq.
HORENSTEIN LAW GROUP PLLC
500 Broadway, Suite 120
Vancouver, WA 98660
E-mail: steve@horensteinlawgroup.com
About North Fork Composites
North Fork Composites LLC, aka Edge Rods LLC, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 16-44188) on Oct. 7, 2016.
The petition was signed by Alex Maslov, manager. The Debtor is
represented by Thomas W. Stilley, Esq., at Sussman Shank LLP. At
the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.
NORTHWEST HEALTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Northwest Health Summit, P.S.
fka Women'S Health Connection, P.S.
dba Men's Health Connection
dba Womwn'S Health Connection
dba Metabolic Health Connection
dba Northwest Psychiatry and TMS Center
PO Box 28220
Spokane, WA 99228-8220
Case No.: 16-03406
Nature of Business: Health Care
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Eastern District of Washington (Spokane/Yakima)
Judge: Hon. Frederick P. Corbit
Debtor's Counsel: Barry W Davidson, Esq.
DAVIDSON BACKMAN MEDEIROS PLLC
601 W Riverside Avenue, Suite 1550
Spokane, WA 99201
Tel: 509-624-4600
Fax: 509-623-1660
E-mail: bdavidson@dbm-law.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Debra Ravasia, M.D., president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/waeb16-03406.pdf
OAKFABCO INC: Asks Court to Move Plan Filing Period to Dec. 31
--------------------------------------------------------------
Oakfabco, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois for additional time to file a Chapter 11 Plan
through December 31, 2016, and to solicit acceptances of the plan
through February 28, 2017.
The Debtor estimated that there are approximately 3,400 active
Asbestos Claims and over 30,000 inactive Asbestos Claims
outstanding against the Debtor, and the Debtor is the policyholder
under various insurance policies that provide coverage for these
Asbestos Claims.
Among the issuers of such insurance, collectively known as the
"Settling Insurers" are: First State Insurance Company, New England
Reinsurance Company, and Twin City Fire Insurance Company
(collectively, Hartford); Affiliated FM Insurance Company; and
American Casualty Company, Continental Casualty Company and
Columbia Casualty Company (together, CNA).
The Debtor relates that after years of covering the Debtor's
defense and indemnity costs relating to the Asbestos Claims, the
Settling Insurers advised the Debtor that the coverage for defense
costs was or soon would be exhausted. Apart from insurance or
insurance settlement proceeds, the Debtor had no resources to
defend any Asbestos Claims.
To that end, the Debtor relates that it has conducted negotiations
with the Settling Insurers prior to filing its Chapter 11 Case,
which resulted in three settlement agreements with the Settling
Insurers that, among other things, monetize the policies issued by
the Settling Insurers in the aggregate amount of $17,333,079.
Accordingly, the Debtor filed three motions seeking orders
authorizing and approving the Insurance Settlement Agreements.
However, it does not appear that the Court will rule upon either of
the CNA or Hartford Settlement Motions until sometime in 2017.
In addition, the Debtor relates that it has already prepared a
chapter 11 plan and proposed asbestos trust agreement which at the
time of this Motion has been provided to the Committee and
Affiliated FM for review and comment.
The Debtor intends to circulate its chapter 11 plan and proposed
asbestos trust agreement to CNA and Hartford, the other principal
parties in this case, no later than Friday, Oct. 28, 2016. As a
result, all major constituents will have had these documents for at
least 10 days before the status hearing on the plan scheduled for
Nov. 7, 2016.
The Debtor explains that the plan is relatively complex and many of
its provisions are likely to be subject to significant revision
based on input from these other constituencies. These potentially
open issues include:
(a) details regarding the asbestos trust and the claims to be
paid from it;
(b) the scope of the injunctions to be granted under the
plan; and
(c) how to determine for voting purposes the amounts of the
34,000 asbestos personal injury claims, as almost all of those
claims are currently unliquidated and the Debtor currently lacks
readily accessible information about historical claim experience.
In addition, the parties need to discuss various Medicare reporting
requirements for paid Asbestos Claims, and insurance neutrality
provisions that will apply to non-settling insurers.
The Debtor's counsel will present this motion for exclusivity
extension on October 31, 2016, at 10:00 a.m.
About Oakfabco, Inc.
Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has
not manufactured boilers since 1988 when it sold its Kewanee boiler
business in an 11 U.S.C. Section 363 sale to Coppus Engineering
Corporation. In early 2009, it sold all of its remaining assets.
The Debtor has no employees, and, Frederick W. Stein is the
Debtor's sole officer and director. The Debtor's sole remaining
asset is its insurance, and it has no known liabilities other than
asbestos claims.
In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois
Corporation, acquired the assets and debt of American Standard,
Inc.'s commercial boiler manufacturing division known as "Kewanee
Boiler." The boilers manufactured and sold by Kewanee Boiler were
insulated with asbestos.
Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
16-27062) on Aug. 7, 2015, to resolve its remaining asbestos
claims. The petition was signed by Frederick W. Stein, president.
Stephen T. Bobo, Esq., Aaron B. Chapin, Esq., Paul M. Singer, Esq.,
Luke A. Sizemore, Esq., and Joseph D. Filloy, Esq., at Reed Smith
LLP, serves as counsel to the Debtor.
Oakfabco employs Logan & Company, Inc., as its claims and noticing
agent.
The Debtor estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 11 appointed four members to the
Asbestos Claimants' Committee in the Chapter 11 bankruptcy case of
Oakfabco Inc.
PAMELA FROG: Seeks to Hire C.L. Moore as Accountant
---------------------------------------------------
Pamela F.R.O.G., LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Michigan to hire an accountant.
The Debtor proposes to hire C.L. Moore & Associates, C.P.A. to
prepare its monthly operating reports and provide other accounting
services in connection with its Chapter 11 case.
Charles Moore, the accountant designated to provide the services,
will be paid an hourly rate of $150 while the firm's staff
accountants will be paid $70 per hour.
Mr. Moore disclosed in a court filing that his firm does not hold
any interest adverse to the Debtor or its bankruptcy estate.
C.L. Moore & Associates can be reached through:
Charles Moore
C.L. Moore & Associates, C.P.A.
530 S. Pine Street
Lansing, MI 48933
About Pamela F.R.O.G.
Pamela F.R.O.G., LLC, doing business as Pam's Academy of Champions
filed a chapter 11 petition (Bankr. W.D. Mich. Case No. 16-04965)
on Sept. 28, 2016. The petition was signed by Pamela J.
Eaton-Champion, managing member. The Debtor is represented by
Michael Shawn Mahoney, Esq., at Michael S. Mahoney, P.C. The case
is assigned to Judge John T. Gregg. The Debtor disclosed $332,704
in assets and $1.13 million in liabilities.
PARAGON OFFSHORE: Court Denies Confirmation of Present Plan
-----------------------------------------------------------
Paragon Offshore plc on Oct. 28, 2016, disclosed that the United
States Bankruptcy Court (the "Bankruptcy Court") for the District
of Delaware has given an oral ruling denying confirmation of the
company's previously filed Modified Second Amended Joint Chapter 11
Plan of Reorganization ()Plan"). A written ruling is expected to
follow shortly.
In issuing his oral ruling, Judge Christopher Sontchi commented
that the Plan is not feasible as it removes too much cash from the
company during the current downturn. However, he noted that his
ruling did not preclude the company from a restructuring, only that
the company could not do so under the current Plan.
Paragon is evaluating its course of action but cannot comment on
details of the next steps the company will take. The company
continues to believe, but cannot provide any assurances, that a
positive resolution of the company's restructuring process can be
achieved.
Weil, Gotshal & Manges LLP is serving as legal counsel to Paragon
and Lazard is serving as financial advisor.
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
PARAGON OFFSHORE: Seeks Dec. 15 Extension of Exclusivity Period
---------------------------------------------------------------
Paragon Offshore plc and its affiliated debtors seek from the U.S.
Bankruptcy Court for the District of Delaware an additional 45-day
extension of:
-- the exclusive chapter 11 plan filing period through and
including December 15, 2016, and
-- the exclusive plan solicitation period through and
including January 13, 2017.
The Debtors tell the Court that since the Petition Date they have
administered their Chapter 11 cases in an expeditious and
cost-efficient manner for the benefit of all economic stakeholders,
including stabilizing their business, reaffirming relationships
with key vendors, and implementing cost reduction measures.
The Debtors also tell the Court that they have solicited votes on,
and sought confirmation of, the Modified Plan to, among other
things, (a) reduce the Debtors' existing debt by over $1 billion;
(b) eliminate the potential risk of costly multi-party litigation;
and (c) provide for an ongoing interest for current equity holders.
The confirmation hearing with respect to the Modified Plan
commenced on Sept. 27, 2016, which was concluded on Sept. 30. The
Court issued an oral ruling denying confirmation of the Plan on
Oct. 28, 2016.
Paragon said in a press statement, "In issuing his oral ruling,
Judge Christopher Sontchi commented that the Plan is not feasible
as it removes too much cash from the company during the current
downturn. However, he noted that his ruling did not preclude the
company from a restructuring, only that the company could not do so
under the current Plan."
Currently, the Debtors are processing the Confirmation Ruling and
will require additional time to analyze the Court's written opinion
when issued, reassess the current Business Plan, and formulate a
viable plan with the consensus of key stakeholders.
Accordingly, the Debtors assert that the requested relief is only
intended to provide the Debtors with flexibility necessary to,
among other things, properly assess the Court's plan confirmation
rulings and meet with key stakeholders to formulate a viable and
confirmable chapter 11 plan that enables the Debtors to emerge from
bankruptcy and withstand even a prolonged recovery of the energy
industry.
The Debtors add that termination of the Exclusive Periods at this
juncture would permit any party in interest to propose a plan for
any or all of the 26 Debtors, which would create unnecessary
business uncertainty that would harm the Debtors' estates.
The Debtors propose a hearing be held on Nov. 3, 2016 at 10:00
a.m., and any responses or objections to the Debtors' request may
be made at the hearing.
About Paragon Offshore
Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs. Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
PATRICK ADAMS: To Pay Creditors Using Adams Office Furniture Profit
-------------------------------------------------------------------
Patrick Taylor Adams and Linda Ann Adams filed with the U.S.
Bankruptcy Court for the Northern District of Texas a disclosure
statement dated Oct. 24, 2016, referring to the Debtors' plan of
reorganization.
Under the Plan, holders of Class 10 Claims General Unsecured Claims
are impaired and may vote their unsecured claims and deficiency
claims as a member of this class, and the aggregate claims in this
class are estimated at $1.5 million.
Payments and distributions under the Plan will be funded from the
net profits of Adams Office Furniture and will be paid in
accordance with the absolute priority rule.
The Disclosure Statement is available at:
http://bankrupt.com/misc/txnb15-35093-76.pdf
The Plan was filed by the Debtors' counsel:
Dennis Olson, Esq.
OSON NICOUD & GUECK, L.L.P.
10440 North Central Expressway, Suite 1100
Dallas, Texas 75231
Tel: (214) 979-7302
Fax: (214) 979-7301
E-mail: denniso@dallas-law.com
Patrick Taylor Adams and Linda Ann Adams operate a furniture
business at 10202 Miller Road, Dallas, Texas 75238, known as Adams
Office Furniture, a sole proprietorship. The Debtors undertook to
own and operate a restaurant known as Allure, also as a sole
proprietorship, and it was a financial disaster.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 15-35093) on Dec. 28, 2015.
PATTERSON PARK: S&P Lowers Rating on 2010B Revenue Bonds to 'BB+'
-----------------------------------------------------------------
S&P Global Ratings lowered its rating on Maryland Health & Higher
Education Facilities Authority's series 2010A and taxable series
2010B revenue bonds, issued for Patterson Park Public Charter
School (Patterson Park or PPPCS), to 'BB+' from 'BBB-'. The
outlook is negative.
"The lower rating and negative outlook reflects our opinion of the
school's continued operating pressures, which is expected to lead
to financial metrics more comparable to the lower rating category
medians in fiscal 2016 and beyond," said S&P Global Ratings credit
analyst Stephanie Wang. "Given the history of flat-to-declining
funding, coupled with potential increases in expenses due to the
unique fact that teacher salaries are negotiated by the Baltimore
City Public Schools (BCPS) and not controlled by Patterson Park, we
believe the school may continue to be vulnerable to financial
deterioration."
The school's steady enrollment profile, good academics, and
adequate debt burden as a percentage of expenses remain positive
factors for the rating.
PAVEL SAVENOK: Selling Skyline Interest to Klyachenko for $500K
---------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on Nov. 3,
2016 at 10:00 a.m., to consider Pavel Savenok's sale of his 65%
ownership interest in Skyline Plastering, Inc. to Peter Klyachenko
for $500,000.
The Debtor, through the Paul Savenok Revocable Trust dated April
23, 2003, is the 65% owner of the stock of Skyline, which is in the
business of plastering and insulation systems for real estate
throughout the Chicagoland area.
While Skyline generates substantial revenues, it has experienced
cash flow problems over the past year and is now subject to a
lawsuit from its union in the U.S. District Court for the Northern
District of Illinois, Eastern Division, Case No. 16 CV 448, which
seeks an audit of the corporation's accounts and seeks a judgment
for at least $392,000 for delinquent contributions.
Based on Skyline's recent financial issues, if the corporation were
liquidated today, the Debtor believes that his stock would have
little value. The purchase of Debtor's stock by Klyachenko,
President of Skyline and minority shareholder, is believed to be
part of an overall restructuring of Skyline where its primary
lender, First Community Bank, is agreeable to taking a reduced
payment on its loan in exchange for payment in full from a new loan
generated by Klyachenko. Thus, Debtor believes that the proposed
purchase is in the best interest of his estate and creditors as it
is substantially more than would be received if his stock were sold
otherwise.
A copy of the Stock Purchase Agreement and Promissory Note attached
to the Notice is available for free at:
http://bankrupt.com/misc/Pavel_Savenok_173_Sales.pdf
The salient terms of the Stock Purchase Agreement and Promissory
Note are:
a. Stock to be Sold: 65% of Debtor's shares, which
constitutes his entire ownership interest in the Corporation.
b. Purchase Price: $500,000
c. Closing: Oct. 31, 2016 at 12:00 p.m.
d. Promissory Note: The Promissory Note will be in the
amount of the purchase price and will provide for lump sum payments
of $250,000 on Nov. 30, 2016 and Feb. 28, 2017. Said Note will
further provide for installment payments if Buyer is unable to pay
each lump sum payment in full when due.
The proceeds from the sale will be used to fund the initial lump
sum payments under the Debtor’s plan of reorganization, which is
set for confirmation on the presentment date of the Motion. In
addition, the purchase price is much more than the Debtor would
receive on the open market, as if Skyline were liquidated, the
Debtor would receive very little for his shares, given the current
financial problems of Skyline. The current buyer is likely the only
party motivated to purchase the stock given his position with the
company and efforts to restructure the company.
The Debtor requests that the Court shorten the notice of the Motion
so that Notice is deemed adequate under the circumstances. Reducing
the notice would allow the proposed sale to complete reasonably
close to the time contemplated in the Stock Purchase Agreement.
About Pavel Savenok
Pavel Savenok is an individual residing in the State of Illinois,
town of Wheaton. The Debtor holds an ownership interest in
several
business entities through the Paul Savenok Trust dated April 23,
2003. The Debtor's primary business affairs focus on
construction,
oil and gas well development, and patent consulting. The Debtor
holds interests in Skyline Plastering, Inc., Stucco Molding, Inc.,
Royal Corinthian, Inc., and Fox Valley Contractors, LLC, which are
in the construction business. The Debtor also holds an interest
in
PLS Energy, LLC, Farnham Development, LLC, and Cenco Development,
LLC, which hold working interests in oil and gas wells in
Louisiana
that are in various stages of development. Finally, the Debtor
holds an interest in Pavelid Technology, LLC, Sava Media, Inc.,
and
Remote Media, LLC, which are holding companies for patent rights
or
are engaged in businesses involving the development of patent
rights.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 15-05998) on Feb. 23, 2015. The Debtor is
represented by Joshua D. Greene, Esq., who has an office in
Denver,
Colorado.
PHILLIPS-MEDISIZE CORP: S&P Withdraws 'BB' CCR
----------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Phillips-Medisize Corp. to 'BB' from 'B'. At the same time, S&P
removed the rating from CreditWatch, where it placed it with
positive implications on Aug. 19, 2016. The outlook is stable.
S&P subsequently withdrew all its ratings on Phillips-Medisize
Corp.
The rating actions follow the completion of Molex's acquisition of
Phillips-Medisize.
PLATFORM SPECIALTY: S&P Affirms 'BB-' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed all of its ratings, including its
'BB-' corporate credit rating, on Miami-based Platform Specialty
Products Corp. and its wholly owned subsidiary, MacDermid Inc. At
the same time S&P revised its outlook to stable from negative.
"The rating affirmation and outlook revision reflect our view that
integration risks related to the acquisitions the company has
undertaken are lower now than they were a year ago," said S&P
Global Ratings credit analyst Paul Kurias.
The company has in the last few quarters generated steady quarterly
EBITDA. S&P Global Ratings anticipates that 2016 EBITDA will be
modestly higher than its previous expectations. Though S&P do not
believe all challenges related to the large acquisition of Alent in
particular have entirely diminished, S&P believes these challenges
are now less likely than before to weaken earnings and credit
measures. Equally, S&P considers the company's recent equity issue
in September 2016 of about
$400 million, which has bolstered cash balances. S&P assumes the
company will follow through on its announced intention to use
proceeds to settle its preference share obligations. This S&P
expects will also contribute to a modest strengthening of credit
metrics, and reduces the risk, which the previous negative outlook
addressed, that metrics could weaken in the future.
Despite this slight strengthening, S&P believes the ongoing
integration of acquisitions, challenging markets, and the highly
leveraged financial risk profile remain important risks. A key
underpinning at the current rating is S&P's belief that the company
will focus on integrating its past acquisitions and improving
credit quality, and thus, have not factored in any additional large
acquisitions in at least the next year.
S&P believes the company can improve its business profile, given
the increased scale and diversity that the Alent acquisition brings
about, though S&P anticipates the profile will remain satisfactory.
The erstwhile OM Group Inc. (OMG) and Alent acquisitions are
characterized by high margin businesses that S&P believes improve
Platform's geographic diversity and reduce exposure to Latin
America. Therefore, S&P's view of the company's business risk
profile remains satisfactory.
The stable outlook considers the increasing visibility, as
reflected in recent quarterly EBITDA, of benefits from recent
acquisitions, and related synergy benefits. Though the company has
yet to establish a long-term track record for these benefits, the
potential for an improvement in 2017 EBITDA on account of these
benefits has become more apparent. S&P expects the company to have
a stronger second half of 2016 relative to the first half.
Consequently, S&P expects credit metrics to strengthen at year-end
2016 and through 2017, though S&P assumes the financial risk
profile will remain highly leveraged. The company's announced plan
to pay down its preference capital in part from proceeds from an
already completed equity issue is expected to contribute to the
strengthening of credit metrics because S&P considers the
preference capital as debt. S&P also believes the company's
approach to funding growth will support an improvement in credit
measures.
S&P could lower ratings if additional debt-funded acquisitions
result in further weakening of credit measures such that adjusted
pro forma leverage is above 8x over the next 12 months, with no
prospect of improvement over the next year or so. S&P could also
lower ratings if unexpected weakness in global demand or
raw-material cost pressure leads to the potential for leverage to
rise, against S&P's base case expectation for an improvement to
levels approaching 8x over the next year. Additionally, if the
company experiences difficulties integrating or realizing
synergies, S&P could reassess the rating.
Though unlikely at this point in time, S&P could raise ratings by a
notch if earnings exceeded expectations so that the ratio of total
debt to EBITDA dropped below 5x in the next 12 months. This could
happen if gross margins improve by an improbable 400 basis points
in 2017 relative to expectations. S&P would consider plans for any
further debt funded acquisitions while assessing credit quality for
any potential improvement. This scenario could occur if revenues
and margins grow at levels well above S&P's expectations and the
company uses excess cash to significantly reduce debt.
PRECIOUS FORMALS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Precious Formals, Inc.
aka Precious Formals
P.O. Box 1500
League City, TX 77574
Case No.: 16-35417
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Jeff Bohm
Debtor's Counsel: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
E-mail: margaret@mmmcclurelaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Javed Ashraf, president.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
PREMIER TRANSFER: Hearing on Disclosure Statement Set For Dec. 9
----------------------------------------------------------------
The Hon. Paul M. Black of the U.S. Bankruptcy Court for the Western
District of Virginia has scheduled for Dec. 9, 2016, at 2:00 p.m.,
the hearing to consider the approval of the disclosure statement
dated Oct. 21, 2016, filed by Premier Transfer and Storage, Inc.,
describing its plan of reorganization dated Oct. 21, 2016.
Dec. 2, 2016, is fixed as the last date for filing and serving
written objections to the Disclosure Statement.
About Premier Transfer
Premier Transfer and Storage, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Va. Case No. 16-70721) on May 23, 2016.
The petition was signed by John S. Phillips, president. The case
is assigned to Judge Paul M. Black.
The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.
Andrew S. Goldstein, Esq., and Garren R. Laymon, Esq., at Magee
Goldstein Lasky & Sayers, P.C., serves as the Debtor's bankruptcy
counsel.
PRO ENTERPRISES: Wants Plan Filing Period Extended to Dec. 27
-------------------------------------------------------------
Pro Enterprises USA, Inc. asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusive periods to
file a chapter 11 plan and solicit acceptances to its plan, until
December 27, 2016 and February 27, 2017, respectively.
Absent an extension, the Debtor's exclusive period to file a
chapter 11 plan would have expired on October 28, 2016.
The Debtor relates that it intends on filing a joint chapter 11
plan of reorganization with Alejandro Alan Azpurua, who owns 100%
of the Debtor's stock. The Debtor further relates that while
working on its proposed joint plan, Mr. Azpurua and his accountant
determined that amending Mr. Azpurua's tax returns to include
additional itemizations for the years 2012 to 2014 would result in
a significantly lower tax liability. The Debtor adds that because
it is a subchapter S corporation, a reduced tax liability for Mr.
Azpurua will reduce the Debtor's tax liability as well. The Debtor
says that Mr. Azpurua's accountant anticipates filing the amended
tax returns in November 2016.
The Debtor has filed an application for the employment of Steven F.
Jacob, CPA and Fresh Start Tax, LLC as its accountants. The
application is scheduled for hearing on November 30, 2016 at 11:00
a.m.
The Debtor says that Mr. Azpurua and his lender U.S. Bank, N.A. are
currently participating in the Court's Mortgage Modification
Mediation program with respect to Mr. Azpurua's primary residence,
and that the first mediation meeting is currently scheduled for
November 3, 2016 at 11:00 a.m. The Debtor further says that Mr.
Azpurua's potential revised loan will not be known until the
Mortgage Modification program is completed, and cannot be
reasonably estimated until at least the first mediation meeting
occurs.
The Debtor tells the Court that the tax issue and the first meeting
of the Mortgage Modification Mediation program will not be resolved
and/or will not occur prior to the current exclusivity deadline.
About Pro Enterprises USA, Inc.
Pro Enterprises USA, Inc. dba ProMed USA, dba ProPharma, aka
ProMed, fdba ProMedCo, aka Pro Enterprises filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 16-16317), on April 29, 2016.
The petition was signed by Alejandro Alan Azpurua, president/CEO.
The case is assigned to Judge Jay A. Cristol. The Debtor is
represented by Chad P. Pugatch, Esq., at Rice Pugatch Robinson
Storfer & Cohen, PLLC. At the time of the filing, the Debtor
estimated both assets and liabilities at $1 million to $10 million.
A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb16-16317.pdf
PUBLICK HOUSE: Selling NJ Property to Chester PHH for $4.3MM
------------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Nov. 29, 2016 at
10:00 a.m., to consider approval of the proposed bidding procedures
and the Asset Purchase Agreement and Lease Agreement ("APA")
entered into by and between Publick House Holdings, LLC and Publick
House Partners, LLC, and Chester Publick House Holdings, LLC
("Chester PHH") in connection with the sale of the Debtors' real
and personal assets to Chester Publick House Holdings, LLC or its
assigns for $4,250,000.
The Debtors' Assets consist of the real property located at ll Main
Street, Chester, New Jersey, and the restaurant business assets
located therein (excluding the plenary retail consumption liquor
license number 1406-33-001-008 issued by the Borough of Chester,
New Jersey, and liquor and food inventory), restaurant furniture,
fixtures, equipment, goodwill, and all other tangible and
intangible assets of the Debtors. The proposed sale and leaseback
also include the assets of non-debtor Publick House Country Inn,
which is located on the Real Property. The $4,250,000 purchase
price is inclusive of a cash escrow of $1,075,000 to be held by
Chester PHH as a deposit toward the repurchase option contained in
the APA.
The proposed sale will be subject to valid liens, mortgages,
claims, and encumbrances which will be paid in full on closing.
Any party interested in making a higher or better offer must comply
with the bidding procedures in order to qualify as a bidder and to
participate in the sale process.
A copy of the bidding procedures and APA attached to the Notice is
available for free at:
http://bankrupt.com/misc/Publick_House_81_Sales.pdf
The Motion will be deemed uncontested unless responding papers are
filed and served 7 days in advance of the scheduled hearing date
stating with particularity the basis of the opposition.
The Purchaser:
CHESTER PUBLIC HOUSE MANAGEMENT, LLC
205 Avenue J
Brooklyn, NY 11230
Attn: Judy Minster
is represented by:
Gary L. Mason, Esq.
GARLAND & MASON, L.L.C.
Manalapan Corporate Plaza
195 Route 9 South, Suite 204
Manalapan, NJ 07726
E-mail: gary@garlandmasonlaw.com
Counsel for the Debtors:
Richard B. Honig, Esq.
HELLRING, LINDEMAN, GOLDSTEIN & SIEGAL
One Gateway Center, 8th Floor
Newark, NJ 07102-5323
Telephone: (973) 621-9020
Eemail: rbhonig@hlgslaw.com
About Publick House Holdings
Publick House Holdings, LLC sought Chapter 11 protection (Bankr. D.
N.J. Case No. 15-26730) on Sept. 2, 2015. The case is assigned to
Judge Rosemary Gambardella.
The Debtor has estimated assets of $2.9 million and $3.9 million
in debt.
The Debtor tapped Richard Honig, Esq. at Hellring, Lindenman,
Goldstein & Siegel as counsel.
The petition was signed by Joseph Lubrano, managing member.
RABBE FARMS: Wants Plan Confirmation Period Extended to Jan. 6
--------------------------------------------------------------
Rabbe Farms LLP, et al. ask the U.S. Bankruptcy Court for the
District of Minnesota to extend their exclusive period within which
they may obtain confirmation of a plan until January 6, 2017.
The Debtors relate that Rabbe Farms and Rabbe Ag entered into a
global settlement with Farmers State Bank of Trimont including a
settlement of plan treatment in the Rabbe Farms and Rabbe Ag cases,
and that the Court approved the settlement. The Debtors further
relate that their counsel was asked to circulate a proposed Order,
and that a proposed Order was provided to Farmers State Bank. The
Debtors add that upon entry of the Order, Rabbe Farms and Rabbe Ag
will promptly submit revised plans and disclosure statements.
The Debtors contend that Farmers State Bank and North Country Seed,
LLC reached an agreement regarding plan treatment that involved a
sale and relief from stay, and that a motion to approve the sale is
scheduled to be heard on November 2, 2016. The Debtors further
contend that the accompanying motion for relief from stay is
scheduled to be heard on November 3 and that upon approval of these
motions, North Country Seed will submit a revised plan and
disclosure statement.
The Debtors tell the Court that the agreements with Farmers State
Bank require the Bank to support the plans of the Debtors and with
such support the Debtors can now move forward to confirmation.
The Debtors' Motion is scheduled for hearing on November 16 at
10:30 a.m. The deadline for the filing of objections to the
Debtors' Motion is November 11.
About Rabbe Farms LLP
Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe
Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11
bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and
affiliates Rabbe Ag Enterprises General Partnership (Bankr. D.
Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D.
Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy
protection on Sept. 29, 2015. The petitions were signed by Joel
Rabbe, general partner.
Judge Kathleen H Sanberg presides over the cases. The Debtors are
represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner
& Pusch.
Rabbe Farms estimated its assets at between $1 million and $10
million and liabilities at $10 million to $50 million.
Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.
North Country Seed estimated its assets at $0 to $50,000 and
liabilities at $1 million to $10 million.
REDIGI INC: Seeks March 1 Extension of Plan Exclusivity Period
--------------------------------------------------------------
ReDigi Inc. requests the U.S. Bankruptcy Court for the Southern
District of Florida to extend the Debtor's exclusive periods (a) to
file a plan of reorganization, through and including March 1, 2017,
and (b) to solicit acceptances of such plan, through and including
May 1, 2017.
The Debtor asserts that all claims should be filed before the
Debtor is required to propose a Plan of Reorganization, however,
the deadline for creditors in this case to file proofs of claim is
December 12, 2016.
About ReDigi Inc.
ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on August 3, 2016, and is represented by Craig I Kelley,
Esq., in West Palm Beach, Florida. The petition was signed by John
Mark Ossenmacher, CEO. At the time of the filing, the Debtor had
$250 in total assets and $6,590,000 in total liabilities.
The Debtor seeks approval to hire Baker & Hostetler LLP as special
counsel.
A copy of the Debtor's list of 16 unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-20809.pdf
RMDR INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RMDR Investments, Inc.
dba Babe's Nola
dba Babe's Caberet
433 Bourbon St.
New Orleans, LA 70130
Case No.: 16-12698
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Eastern District of Louisiana (New Orleans)
Judge: Hon. Jerry A. Brown
Debtor's Counsel: Albert J. Derbes, IV, Esq.
THE DERBES LAW FIRM, L.L.C.
3027 Ridgelake Drive
Metairie, LA 70002
Tel: (504) 837-1230
Fax: (504) 832-0322
E-mail: ajdiv@derbeslaw.com
Total Assets: $686,785 as of Sept. 30, 2016
Total Liabilities: $1.19 million as of Sept. 30, 2016
The petition was signed by Jerry Kim, secretary/treasurer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb16-12698.pdf
ROJO ONE: Seeks to Hire Goldstein Bershad as Legal Counsel
----------------------------------------------------------
Rojo One, LLC and its affiliates filed separate applications
seeking court approval to hire legal counsel in connection with
their Chapter 11 cases.
In their applications filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan, the Debtors propose to hire Goldstein
Bershad & Fried, P.C. to provide legal services, which include the
preparation of a bankruptcy plan.
The firm's senior attorneys charge an hourly rate of $400 while
paralegals charge $75 per hour for their services.
Aaron Scheinfield, Esq., at Goldstein, 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:
Aaron J. Scheinfield, Esq.
Scott M. Kwiatkowski, Esq.
4000 Town Center, Suite 1200
Southfield, MI 48075
Tel: (248) 355-5300
Fax: (248) 355-4644
Email: aaron@bk-lawyer.net
Email: scott@bk-lawyer.net
About Rojo One
Rojo One, LLC and its four affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mich. Case Nos.
16-54348, 16-54349, 16-54350, 16-54352 and 16-54353) on October 20,
2016. The petitions were signed by Daniel R. Linnen, sole member.
The cases are assigned to Judge Maria L. Oxholm.
At the time of the filing, Rojo Five, LLC estimated assets of less
than $500,000 and liabilities of $1 million to $10 million.
Meanwhile, Rojo One and the three other Debtors estimated assets of
less than $500,000 and liabilities of less than $1 million.
ROYALTY PARTNERS: Secured Tax Claims To Be Paid 12% Over 60 Months
------------------------------------------------------------------
Rodney Tow, Trustee for Royalty Partners, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Texas a first amended
disclosure statement referring to the Debtor's plan of
reorganization.
Under the Plan, allowed Class B-1 Secured Tax Claims is impaired.
On or before the plan confirmation date, the proponents of the Plan
will obtain either by agreement or by a final court order the
amount of the allowed Secured Tax Claim. An allowed proof of claim
will constitute a final court order for purposes of this section.
The allowed Secured Tax Claims will be paid on a pro rata basis
starting on the 15th day of the first full month of the first full
quarter following the effective date of the Plan, with
interest at the rate of 12% over 60 months. However, the Trustee
has the option of paying these claims earlier if funds permit.
Further, in the event that funds are not available, Paragraphs 9
(b) - (d) of the Mediated Settlement Agreement governs the
frequency, priority, and amount paid by the Trustee.
The First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txsb15-60003-152.pdf
As reported by the Troubled Company Reporter on Sept. 21, 2016, the
Trustee filed a disclosure statement, which proposes for the
reorganized Debtor to make pro rata payments to holders of allowed
general unsecured claims commencing on the Effective Date until all
allowed General Unsecured Claims are paid in full.
Headquartered in Houston, Texas, Royalty Partners, LLC, was formed
to drill for oil and gas in unconventional resource-shale plays.
It uses the royalties it generates to invest in energy projects.
It directly employs less than 50 people. The Company has
significant holdings in the Eagle Ford Shale.
Royalty Partners, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 15-60003) on Jan. 27, 2015, listing
$845,218 in total assets, versus $1.54 million in total
liabilities. The petition was signed by W. Scott Thompson, Sr.,
manager.
S & J CD: Seeks to Employ Bryan Mickler as Attorney
---------------------------------------------------
S&J CD Duplication, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Bryan
K. Mickler as attorney.
The Debtor requires Bryan Mickler to render general representation
in the proceeding of the Debtor and to perform all legal services
for the Debtor which may be necessary.
Bryan Mickler will be awarded with a compensation that is fit and
proper.
The Debtor has previously had the attorney represent their
principals in a Chapter 11 case. That case has been concluded with
a discharge with the next 10 days following the October 15, 2016
filing. Additionally, there is no money owed by the Corporation to
the Principals and the Principals owe no money to the Corporation.
Jeff Fravala, the President of the Debtor, 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.
Bryan Mickler can be reached at:
Bryan K. Mickler, Esq.
BRYAN K. MICKLER
5452 Arlington Expy
Jacksonville, FL 32211
S & J CD Duplication, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 16-03687) on October 1, 2016, and is represented
by Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler.
SAM DANIEL: Dental Service Provider Files for Bankruptcy
--------------------------------------------------------
Sam Daniel Dason DDS, A Professional Dental Corporation, filed for
bankruptcy protection on Oct. 28, 2016, as the Company struggled to
make its business profitable. The Debtor, which employs 25
individuals, disclosed total assets of $112,200 and total
liabilities of $4.44 million in its bankruptcy petition.
DDS Corporation operates its dentistry practice in Colton, San
Bernardino and Indio, California under the business names Colton
Dental Group, San Bernardino Dental Group and Desert Dental Group.
Sam Daniel Dason, a dentist licensed in the State of California, is
the president of DDS Corporation.
The Company has been losing money due to, among other things, the
substantial debt it incurred in connection with practice's
over-expansion in the San Bernardino and Colton areas, as disclosed
in court documents.
As of the Petition Date, the Debtor owes Bank of America in the
amounts of $818,000, $91,000, and $393,000 under separate loan
agreements. The Debtor also serves as a guarantor of Dr. Dason's
debt to BofA in the amounts of $264,631 and $562,000, court
documents show.
Dr. Dason said that a significant reduction in the value of the
Debtor's business was caused by the increase in the overhead
expenses due to increased personnel, and the decrease in patient
visits due to the general economic climate of the region. The
Company also faces a judgment in the amount of $1,724,996 in the
lawsuit entitled Juddy Olivares v Sam Daniel Dason, Sam Daniel
Dason, DDS a Professional Dental Corporation (Case No. CIVDS
1300810) in the San Bernardino Superior Court.
Prior to the filing of the bankruptcy case, the Debtor formulated a
number of changes to improve profitability which will be
implemented during the bankruptcy case and subsequent to the
confirmation of the plan of reorganization. These changes include:
(1) reducing the number of personnel; (2) implementing more
aggressive advertising; (3) implementing and emphasizing additional
services such as teeth whiting; (4) changing the management and
finance team and combining several positions; (5) a new approach to
use per diem dentists; (6) reducing total expenses; and (7)
implementing strict policies on purchases and supplies.
The Debtor has had discussions with a potential source of
post-petition financing, and if successful, will seek Court
approval to obtain post-petition financing, which will give it the
additional working capital that it needs to sustain and grow its
business. The Debtor believes that these changes, will allow it to
propose a plan of reorganization promptly, which will pay all of
the estate's creditors.
Contemporaneously with the petition, the Debtor filed certain first
day pleadings seeking authority to, among other things, use cash
collateral, pay employee obligations and prohibit utility companies
from discontinuing services.
The Chapter 11 case is pending in the U.S. Bankruptcy Court for the
Central District of California (Bankr. C.D. Cal. Case No. 16-19604)
and is assigned to Judge Mark D. Houle.
The Company expects to continue its operations during the Chapter
11 case while it pursues reorganization of its business affairs.
Kogan Law Firm APC serves as counsel to the Debtor.
Dr. Dason, in his own individual capacity, filed a separate Chapter
7 bankruptcy case (Case No. 16-11635) on Feb. 26, 2016.
SARA SALAZAR: Unsecured Creditors To Get $7,000 Under Ch. 11 Plan
-----------------------------------------------------------------
Sara Salazar filed with the U.S. Bankruptcy Court for the District
of Nevada a disclosure statement referring to the Debtor's plan of
reorganization.
Under the Plan, holders of Class 3 General Unsecured Claims who
filed proofs of claim by Sept. 9, 2015, or deemed to have filed
proofs of claim, that are not disputed, contingent, unliquidated,
or otherwise approved by court order, will be paid a pro rata share
of $7,000 which equals or exceeds the estate's liquidation value.
All payments to Class 3 creditors will be in cash or cash
equivalent. The Debtor will have up to 12 months to pay Class 3
creditors from the Effective Date.
Payments and distributions under the Plan will be funded by
investment property rents and the Debtor's wage income as
required.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nvb15-12690-69.pdf
A hearing to consider the approval of the Disclosure Statement is
scheduled for Dec. 14, 2016, at 1:30 p.m.
The Plan was filed by the Debtor's counsel:
Michael J. Harker, Esq.
2901 El Camino Avenue No. 200
Las Vegas, NV 89102
Tel: (702) 248-3000
Fax: (702) 425-7290
E-mail: mharker@harkerlawfirm.com
Sara Salazar is an individual who is employed as a nurse. She
receives monthly rental income from an investment property located
at 2090 Bowstring Drive, Las Vegas, Nevada 89142, which is not
operated as an independent business entity.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 15-12690) on May 11, 2015.
SAUCIER BROS: Court Moves Plan Filing Deadline to December 9
------------------------------------------------------------
Bankruptcy Judge Katharine M. Samson for the Southern District of
Mississippi approved the agreement between Saucier Bros. Roofing,
Inc. and the U.S. Trustee, extending the Debtor's exclusive period
to file a chapter 11 plan through and including December 9, 2016.
Judge Samson directed the Debtor to timely file with the Court and
submit to the U.S. Trustee all delinquent monthly operating
reports, and an amended May 2016 MOR on or before Nov. 11, 2016.
Judge Samson further ordered the Debtor to timely file with the
Court and submit to the U.S. Trustee all future MORs.
Judge Samson also ordered the Debtor to timely pay to the U.S.
Trustee all UST fees currently due and owing on or before Oct. 31,
2016, and all future appropriate sums for each calendar quarter.
As previously reported by the Troubled Company Reporter, the Debtor
asked for a 60-day exclusivity extension or until Dec. 3, 2016,
since the Debtor had been unable to prepare an adequate disclosure
statement and proposed plan while it is still attempting to sell a
parcel of real property, the sale of which will impact its
disclosure statement and plan.
About Saucier Bros. Roofing, Inc.
Saucier Bros. Roofing, Inc., filed a chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-50775) on May 5, 2016. The petition was
signed by Clement B. Saucier, III, president. The case is assigned
to Judge Katharine M. Samson. The Debtor is represented by Patrick
A. Sheehan, Esq., at Sheehan Law Firm. The Debtor estimated assets
at $0 to $50,000 and debt at $1 million to $10 million at the time
of the filing.
SECTOR111 LLC: Selling Substantially All Assets for $43,000
-----------------------------------------------------------
Sector111, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to approve the asset purchase agreement in
connection with the private sale of substantially all of the
Debtor's assets to InoKinetic Group, LLC for of $43,000.
A hearing on the Motion is set for Dec. 20, 2016 at 1:00 p.m.
The Debtor is a Delaware limited liability company which was
started in 2006 and considers itself the North American market
leader in niche lightweight sports cars (including the Lotus,
Ariel, BAG, Alfa and Drakan). The Debtor is engaged in wholesale
and retail distribution of after-market and performance automotive
parts specific to the Lotus and Alfa Romeo sports cars, including
wheels, suspension, brakes, exhausts, and racing accessories. In
addition, the Debtor is involved in the manufacturing and
distribution of specialty performance vehicles for on-track use
such as the Drakan Spyder. The Debtor is also a licensed dealer for
Ariel Motorcars in California, specifically for the Ariel Atom and
the Ariel Nomad. The Debtor provides service for all of the above
listed cars, including race preparation. The Debtor's main office
is located at 26661 Pierce Circle, Murrieta, California, a 5,500
sq. ft. R&D and warehouse and it also operates a race shop located
at Spring Mountain Motor Resort, Pahrump, Nevada.
As with many other businesses, the Debtor experienced a drop in
revenue with the recession in 2008 through 2009 during which time
its revenue decreased by 30%. The Debtor faced a new challenge in
recent years as Lotus stopped selling cars in the U.S. market in
2014-2015 and Alfa Romeo delayed reentering the U.S. market by 2
years.
On Dec. 3, 2015, Commerce Bank of Temecula Valley loaned the Debtor
the principal sum of $200,000 evidenced by a promissory note dated
Dec. 3, 2015, and related instruments, guaranties, documents, and
agreements. As partial security for the Loan, the Debtor granted
to Commerce Bank a security interest in its inventory, accounts,
equipment, chattel paper, instruments, including but not limited to
all promissory notes, letter of credit rights, letters of credit,
documents, deposit account, investment property, money, fixtures,
other rights to payment and performance, and general intangibles
(including but not limited to all software and all payment
intangibles) -- Cash Collateral -- as set forth in a commercial
security agreement dated Dec. 3, 2015. Commerce Bank perfected the
security interest by the filing of a UCC financing statement in the
Office of the Secretary of State of California on Nov. 5, 2015,
under Filing No. 157493750465. The Loan was also guaranteed by
Shinoo J. Mapleton, as an individual, S. Mapleton Holdings, LLC, a
California limited liability company, and the Mapleton Family
Trust. The guaranty of S. Mapleton Holdings, LLC is secured by a
deed of trust on the real property where the Debtor's main office
is located.
On Sept. 23, 2016, Forum Capital, LLC purchased the Loan from
Commerce Bank for $197,748, the total outstanding amount of the
Loan. Prior to the Petition Date, Forum filed an amended UCC
financing statement reflecting the assignment of the security from
Commerce Bank to Forum. This is the only secured claim against the
Debtor's Assets.
In contemplation of the sale of Assets, the Debtor entered into a
stipulation with Forum for the use of cash collateral on a final
basis through and including Jan. 31, 2017. The use of cash
collateral is intended to provide for the Debtor's cash needs
pending the sale of Assets.
Following a review of strategic alternatives for its business, the
Debtor, in consultation with its advisors, determined that
maximizing the value of its estate is best accomplished through an
orderly sale, free and clear of liabilities, of its Assets,
comprised mainly of the Debtor's (i) work in progress vehicles,
(ii) Drakan test mule; (iii) Lotus elite (track vehicle); (iv)
inventory and raw materials; (v) non-vehicle fixed assets (e.g.,
office furniture, equipment, tooling, etc.); (vi) accounts
receivable; and (vii) other miscellaneous intangible items and
intellectual property.
The material terms of the APA are:
a. Seller: Sector111, LLC
b. Purchaser: InoKinetic Group, LLC
c. Purchased Assets: The Debtor's Assets
d. Purchase Price: $43,000
e. Terms: The sale will be on an "as is, where is" basis,
without representations and warranties, free and clear of all
liens, claims, encumbrances and other interests.
By virtue of the Debtor's financial position and the cash available
to the Debtor through the use of cash collateral, the Debtor finds
it imperative that the sale of the Assets occur as quickly as
possible while providing interested parties with sufficient notice.
The Debtor believes that the sale presents the best opportunity to
maximize value for all interested parties. The Debtor submits that
the sale is in the best interest of the Debtor, its estate,
creditors, and other parties-in-interest and therefore should be
granted.
In addition, the Debtor has demonstrated a sound business
justification for the assumption of designated Executory Contracts
and designated Unexpired Leases. Further, the Debtor and the Buyer
have presented sufficient evidence necessary to demonstrate
adequate assurance of future performance by the Buyer of the
assumed contracts. Therefore, the Debtor requests approval of the
assumption and assignment of all of the Designated Executory
Contracts and Designated Unexpired Leases on the closing date to
the Buyer.
A copy of the APA and the list of the Designated Executory Contract
and Designated Unexpired Leases is available for free at:
http://bankrupt.com/misc/Sector111_LLC_17_Sales.pdf
In light of the Debtor's financial constraints and the impending
deadlines in the executory contracts that are being assumed and
assigned, the Debtor requests that the Court waive the 14-day stay
period under Bankruptcy Rules 6004(h) and 6006(d) or, in the
alternative, if an objection to the sale is filed, reduce the stay
period to the minimum amount of time needed by the objecting party
to file its appeal.
The Purchaser can be reached at:
Richard Nordeen
Manager
INOKINETIC GROUP, LLC
25 E. Providencia
Burbank, CA 91502
Proposed Counsel for Debtor:
Alan J. Friedman, Esq.
Beth E. Gaschen, Esq.
LOBEL WEILAND GOLDEN FRIEDMAN LLP
650 Town Center Drive, suite 950
Costa Mesa, CA 92626
Telephone: (714) 966-1000
Facsimile: (714) 966-1002
E-mail: afriedman@lwgfllp.com
bgaschen@lwgfllp.com
About Sector111
Sector111, LLC is engaged in wholesale and retail distribution of
after-market and performance automotive parts specific to the Lotus
and Alfa Romeo sports cars, including wheels, suspension, brakes,
exhausts, and racing accessories. In addition, it is involved in
the manufacturing and distribution of specialty performance
vehicles for on-track use such as the Drakan Spyder. The Debtor is
also a licensed dealer for Ariel Motorcars in California,
specifically for the Ariel Atom and the Ariel Nomad.
Based in Murrieta, California, Sector111, LLC sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-19532) on Oct. 27, 2016.
The Hon. Wayne E. Johnson presides over the case. The Debtor is
represented by Alan J. Friedman, Esq. and Beth E. Gaschen, Esq., at
Lobel Weiland Golden Friedman LLP. In its petition, the Debtor
listed total assets of $509,237 and total liabilities of $1.27
million. The petition was signed by Shinoo Mapleton,
president/CEO.
SFX ENTERTAINMENT: Wants Exclusivity Extended Thru Effective Date
-----------------------------------------------------------------
SFX Entertainment, Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to further extend the periods within which
only the Debtors may (a) file a plan of reorganization through and
including the earlier of the Effective Date of the Plan or December
30, 2016, and (b) solicit acceptances of a plan of reorganization,
through and including to the earlier of the Effective Date of the
Plan or February 28, 2017.
The Debtors submit that they have filed a second exclusivity motion
for which the Court granted the relief requested, extending the
Debtors' exclusive filing period and exclusive solicitation period
to Oct. 31, 2016 and Dec. 30, 2016, respectively.
The Debtors tell that they are in the final stages of these Chapter
11 Cases. Since filing the Second Exclusivity Motion, the Debtors
extensively worked with the Committee and the DIP Lenders to
resolve open issues with the Debtors' proposed plan of
reorganization. As a result of these discussions, the Debtors were
able to propose a plan of reorganization with the support of the
Committee.
The Debtors relate that they have already filed with the Court
their Fifth Amended Joint Plan of Reorganization and the Disclosure
Statement on Sept. 30, 2016, which was subsequently approved by the
Court pursuant to its order entered on Oct. 3, 2016. The Court set
the Plan confirmation hearing for Nov. 9, 2016. The Debtors
further relate that they have filed a Supplement to the plan on
Oct. 26, 2016.
The Debtors also tell the Court that they have made progress thus
far in these Chapter 11 Cases in improving their operations,
developing a business plan to support the reorganization and the
Debtors' operations after their exit from chapter 11, and
negotiating a consensual Plan with the main constituents in these
Chapter 11 Cases. Since filing the Second Exclusivity Motion, the
Debtors relate that they have continued to:
(a) review and analyze all of the executory contracts and
unexpired leases, reviewing their respective cure amounts to
determine which contracts are beneficial to the Debtors'
operations, and determining whether additional contracts or leases
should be assumed or rejected. The Debtors negotiated a consensual
termination of their office lease for their headquarters in New
York, which provides for the Debtors to receive a termination fee
of up to $1.5 million (provided that certain conditions are
satisfied). On October 31, 2016, the Debtors filed a motion to
approve the terms of a binding term sheet terminating the lease.
Additionally, all of the remaining nonresidential real property
leases that have not already been assumed or rejected in these
Chapter 11 Cases will be either assumed or rejected as part of the
Plan confirmation.
(b) work to reconcile the filed claims with the Debtors'
books and records, as a result of the reconciliation, the Debtors
filed seven omnibus objections and three separate objections to
certain claims. Additionally, the Debtors were able to resolve two
claims against the Debtors' estates by entering into stipulations
with the claimants to lift the automatic stay to permit these
claimants to recover solely against the insurance proceeds.
Any objections to the Debtors' request are required to be filed on
or before Nov. 15, 2016.
About SFX Entertainment
SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions
were signed by Michael Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $662 million and total debt
of $490 million.
Judge Mary F. Walrath is assigned to the case.
Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent. The Debtor hired FTI Consulting Inc. to provide crisis and
turnaround management services.
An Official Committee of Unsecured Creditors has retained Pachulski
Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie, Inc., as
financial advisor.
SHEEHAN PIPE LINE: Needs Until December 14 to Obtain Plan Votes
---------------------------------------------------------------
Sheehan Pipe Line Construction Company requests the U.S. Bankruptcy
Court for the Northern District of Oklahoma to extend the exclusive
period within which to gain acceptance of a Chapter 11 plan by 30
days or until December 14, 2016, in order to complete the balloting
and confirmation process within the exclusive period.
According to the Debtor, it previously sought, and the Court
granted, an extension of the exclusive period to file a plan from
August 15, 2016 to September 14, 2016, and of the exclusive period
to gain acceptance of the plan from October 15 to November 14.
The Debtor contends that it has filed a Plan of Liquidation on
September 14, 2016, within the exclusive period as extended by
order of the Court, and the Debtor is currently in the process of
soliciting votes on the Plan.
The Debtor further contends that ballots, along with the approved
Third Amended Joint Disclosure Statement and the Plan were served
on creditors and parties in interest on October 25, 2016. The
deadline for creditors to vote to accept or reject the Plan is
November 25, 2016, and a hearing on confirmation of the Plan is
currently set for December 6, 2016.
The Debtor advises the Court that the Official Committee of
Unsecured Creditors and the U.S. Trustee have no objection to the
Debtor's request for solicitation extension.
About Sheehan Pipe Line
Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Okla. Case No. 16-10678) on April 15,
2016, listing total assets of $90.2 million and total debt of $68.4
million.
The petition was signed by Robert A. Riess, Sr., as president and
CEO. Mary E. Kindelt, Esq., Chad J. Kutmas, Esq., and Gary M.
McDonald, Esq., at McDonald, McCann & Metcalf & Carwile, LLP,
serves as counsel to the Debtor. Lawyers at Foley & Lardner LLP
represent the creditors' committee. The case is pending before
Judge Terrence L. Michael.
SMILES AND GIGGLES: Taps Kierzynski & Associates as Accountant
--------------------------------------------------------------
Smiles and Giggles Health Plaza, LLC 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 Kierzynski & Associates CPA, P.A. to
prepare its income tax returns and monthly operating reports.
Mike Kierzynski, a certified public accountant employed with
Kierzynski & Associates, disclosed in a court filing that he does
not hold any interest adverse to the Debtor.
The firm can be reached through:
Mike Kierzynski
Kierzynski & Associates CPA, P.A.
5143 Commercial Way
Spring Hill, FL 34606
Phone: (352)597-2800
Fax: (352)596-2656
Email: info@kacpapa.com
About Smiles and Giggles
Smiles and Giggles Health Plaza, LLC, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 16-08203) on Sept. 23, 2016. The Debtor
is represented by David W. Steen, Esq., at David W. Steen, P.A.
SUN PROPERTY: Wants to File Chapter 11 Plan by January 13
---------------------------------------------------------
Sun Property Consultants, Inc. asks from the U.S. Bankruptcy Court
for the Eastern District of New York a 60-day extension of the
exclusive periods during which only the Debtor may file a chapter
11 plan and solicit acceptance of the plan, extending the time to
and including, January 13, 2017 and March 14, 2017, respectively.
The Debtor explains that in order for the Debtor to form a Plan of
Reorganization, it will need at least a determination as to the
claim of Atalaya Asset Income Fund II LP and a further evaluation
of the litigation against TD Bank.
The Debtor relates that it has evaluated substantial document
production that was received from StanCorp Investors LLC, the first
mortgagee; TD Bank, the prior first mortgagee; and Howard
Greenberg, who purportedly represented the Debtor in certain
financial transactions.
After reviewing these documents, the Debtor and its counsel have
determined that the Debtor have a viable claim to pursue the
recovery of funds from TD Bank as it was paid the sum of
approximately 4,350,000 from the financing between the Debtor and
Stancorp Investors LLC. The Debtor believes that the transfer was a
fraudulent conveyance as there is no basis for the first mortgage
granted by the Debtor to TD Bank in or about 2003.
The Debtor relates that it has also filed an application with the
Court to disallow the proof of claim filed by Atalaya Asset Income
Fund II LP, which motion is returnable before the Court on December
1, 2016, and an evidentiary hearing may be required.
About Sun Property Consultants
Sun Property Consultants, Ltd., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72267) on May
23, 2016. The petition was signed by Rajesh K. Singh, authorized
representative. The Debtor is represented by Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament LLP. The case is assigned to
Judge Louis A. Scarcella. At the time of the filing, the Debtor
estimated its assets at $10 million to $50 million and debt at $1
million to $10 million.
TECNOGLASS INC: Fitch Assigns 'BB-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned 'BB-' Issuer Default Ratings (IDRs) to
Tecnoglass, Inc.'s (Tecnoglass) as well as a 'BB-(EXP)' rating to
the proposed senior unsecured debt issuance of up to USD225 million
with a up to a 7-year maturity.
Proceeds from the bond issuance will be used to refinance existing
bank debt and for general corporate purposes including the funding
of working capital. The notes will be guaranteed on a joint several
basis by Tecnoglass' main operating subsidiaries Tecnoglass S.A.
and C.I. Energia Solar S.A. E.S, as well as by other subsidiaries.
The notes guarantors generate all of Tecnoglass' EBITDA.
KEY RATING DRIVERS
Fragmented and Competitive Industry
The company operates in a highly competitive and fragmented
industry. Competition is based primarily on a manufacturer's
ability to meet product specifications and delivery timeframes,
perceived quality, and price. Tecnoglass' competitors have diverse
degrees of specialization and end-market or geographic
diversification, including a limited number of competitors with
established brand names and greater financial resources.
Low Cost Structure
Tecnoglass derives over 60% of total revenues from the U.S. market.
About two thirds of its revenues stem from the sale of windows and
glass-based facades. The company transforms flat glass and
aluminium into tempered or laminated glass windows and facades with
insulation, noise reduction and other features. This vertical
integration coupled with competitive labor and transportation costs
relative to U.S.-based competitors has led to Tecnoglass'
above-industry profitability.
Production Site Concentration
Tecnoglass manufactures most of its products out of a single mega
facility in Barranquilla, Colombia. Fitch believes that any
disruption to this site could impair the company's ability to
manufacture or distribute its products, which could cause the
company to incur higher costs or longer lead times, lost revenue
and reduced cash flow generation. The ratings do not contemplate a
catastrophic event, but acknowledge the company's production
concentration in a single facility.
Rapid Growth
Tecnoglass has grown rapidly in the last few years, as it has
continued to gain new business, particularly in the U.S. Its order
backlog has grown to USD402 million as of Sept. 30, 2016 from
USD280 million as of year-end 2014. This has resulted in EBITDA
growing to USD65 million from USD36 million over the same period.
Fitch estimates Tecnoglass' EBITDA will close at around USD70
million and USD80 million in 2016 and 2017, respectively.
Completed Investments Should Reduce Funding Needs
Tecnoglass has made significant investments to allow for projected
growth. Through the third-quarter of 2016 (3Q16) and since year-end
2014 it had made aggregate investments of about USD160 million.
Most of these investments increase the company's capacity to
produce aluminium extrusions and low emissivity (Low-E) glass.
Fitch believes Low-E window products will remain a popular feature
of energy efficient buildings which, together with with commercial
construction continuing to grow in the U.S. at a
mid-high-single-digit pace should support the company's ongoing
revenue and operating cash flow growth.
Relatively Low Expected Leverage
The company's gross leverage remained below 3x through 2015 despite
debt rising to USD138 million as of year-end 2015 from USD78
million at year-end 2013. Total debt as of 3Q16 was USD203 million
and gross leverage was 3.1x. Fitch's base case suggests leverage
should remain around 3x, allowing Tecnoglass' to continue to
finance modest acquisitions or organic investments without
significantly pressuring its credit metrics.
Stabilizing Negative CFFO
Fast growth and to a lesser extent opportunistic purchases of raw
materials have led to meaningful working capital requirements and
weak cash flow from operations (CFFO). CFFO was negative USD5
million and USD1 million in 2014 and 2015, respectively, and is
likely to remain negative during 2016. The company has been
implementing a working capital optimization strategy which coupled
with some reduction of raw material inventories should lead to
positive CFFO in 2017.
KEY ASSUMPTIONS
-- Sales continue to grow at a double-digit pace through 2018
supported by existing backlog and continued growth in the
U.S. commercial sector.
-- CFFO turns positive during 2017 and remains positive during
2018.
-- Gross leverage remains at or below 3.5x over the
intermediate term.
-- Net leverage remains below 3x over the intermediate term.
RATING SENSITIVITIES
Negative factors that could affect the company's credit profile
include declining backlog and product sales, loss of competitive
position, persistently negative cash flow from operations, and
reduced liquidity. Expectations of total debt/EBITDA persistently
above 3.5x or net debt/EBITDA above 3x would likely result in
negative rating actions. Large debt-financed acquisitions would
also be negative.
An upgrade is unlikely in the intermediate term. However, positive
rating actions could be driven by a strengthening of Tecnoglass'
business and financial positions. Stable operating cash flow
generation through industry and economic cycles resulting in
leverage levels of total debt/EBITDA at or below 2x and net
debt/EBITDA below 1.5x would be considered positive.
LIQUIDITY
Tecnoglass' liquidity is considered adequate. Recently completed
investments mitigate the need for funding over the next two years.
A vast majority of the USD62 million in short-term debt is expected
to be refinanced with the proceeds of this issuance, which would
leave the company with no significant debt maturities over the next
several years. Interest coverage would be around 4x. Cash as of
September 2016 was USD18 million and is expected to reach around
USD40 million post issuance.
The company is seeking to obtain USD30 million to USD40 million of
committed credit lines which would be renewable after one year and
would also support its liquidity profile.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings to Tecnoglass, Inc.:
-- Long-Term Foreign Currency Issuer Default Rating (IDR) 'BB-
';
-- Local Currency Long-Term IDR 'BB-';
-- Proposed up to USD225 million senior unsecured notes due
2022 'BB-(EXP)'.
The Rating Outlook is Stable.
TRITON FOODS: Trustee Taps LEA Accountancy as Accountant
--------------------------------------------------------
The Chapter 11 trustee of Triton Foods, Inc. seeks approval from
the U.S. Bankruptcy Court for the Central District of California to
hire an accountant.
Rosendo Gonzalez, the court-appointed trustee, proposes to hire LEA
Accountancy, LLP to review the Debtor's financial transactions,
prepare income tax returns, and provide other accounting services
in connection with its Chapter 11 case.
The firm's professionals and their hourly rates are:
Sam Leslie $440
Michael Kwasnowski $295
Timothy Kincaid $295
Terry Fussell $345
Thomas Engell $325
Kelly Brown $160
Lori Ensley $195
Robert Bicher III $195
Thomas Ballou $175
Sam Leslie, a certified public accountant employed with LEA,
disclosed in a court filing that the firm does not have any
interest adverse to Triton's bankruptcy estate or its creditors.
The firm can be reached through:
Sam S. Leslie
3435 Wilshire Boulevard, Suite 990
Los Angeles, CA 90010
Phone: 213-368-5000
Fax: 213-368-5009
Email: sleslie@trusteeleslie.com
About Triton Foods Inc.
Triton Foods, Inc. is a wholesaler of seafood and a trader in
import and export of Mexican seafood products.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C. D. Calif. Case No. 15-16359) on April 22, 2015.
The petition was signed by Juan Alfaro, president and CEO.
The Debtor is represented by Giovanni Orantes, Esq., at The Orantes
Law Firm PC.
On September 8, 2016, the court approved the appointment of Rosendo
Gonzalez as Chapter 11 trustee.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
UCI INTERNATIONAL: Disclosures OK'd, Plan Hearing on Dec. 6
-----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court has
approved UCI Holdings' Disclosure Statement and scheduled a
December 6, 2016, hearing to consider the Revised Joint Plan of
Reorganization. Plan objections must be filed by November 28,
2016. According to the report, "Under the Plan, (1) all existing
equity interests in both UCI and UCI Holdings will be extinguished
and cancelled, (2) the Holders of Prepetition ABL Credit Facility
Claims will be Unimpaired, and Holders of Prepetition ABL Credit
Facility Claims will have such Claims paid in full, in cash, and
(3) 91% of the New Common Stock of Reorganized UCI (with 5%
reserved for the Management Equity Incentive Plan and 4% for the
Backstop Fee) will be distributed to (a) the Holders of Senior
Notes Claims in exchange for the cancellation of their prepetition
indebtedness, (b) General Unsecured Claims not electing cash, and
(c) parties participating in the Rights Offering. The Plan also
provides for the reinstatement or payment in full in Cash of Claims
entitled to administrative expense or priority status under the
Bankruptcy Code . . . . Specifically, the Plan contemplates (i) a
restructuring of the Debtors through a debt-for-equity conversion
of the Debtors' outstanding Senior Unsecured Notes, (ii) the
issuance of the New First Lien Exit Facility, and (iii) unless the
Debtors and the Plan Sponsors elect otherwise, the issuance of a
Second Lien Rights Offering Facility or New Second Lien Exit
Facility."
About UCI International
UCI International, LLC, headquartered in Lake Forest, IL, designs,
manufactures, and distributes vehicle replacement parts, including
a broad range of filtration, fuel delivery systems, and cooling
systems products in the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicles markets.
UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 16-11355) on June 1, 2016. The Debtors are
represented by lawyers at Sidley Austin LLP. Alvarez & Marsal
provides the company with financial advice and Moelis & Company LLC
is the Debtors' investment banker. Garden City Group serves as the
Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.
The United States Trustee appointed an Official Committee of
Unsecured Creditors, which has retained Morrison & Foerster LLP as
proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo
Cooper LLC has been retained as bankruptcy consultant and financial
advisor for the Committee.
UCP INC: Moody's Withdraws B3 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service has withdrawn all of the ratings of UCP,
Inc., the parent holding company, and of UCP, LLC, the intended
issuer of the $200 million of senior unsecured notes due 2021. The
ratings affected are listed:
UCP, Inc.
B3 Corporate Family Rating withdrawn
B3-PD Probability of Default withdrawn
SGL-3 liquidity rating withdrawn
Stable rating outlook withdrawn
UCP, LLC (and its co-issuer, UCP Finance Corp.)
B3 (LGD4) rating on the $200 million of senior
unsecured notes due 2021 withdrawn
RATINGS RATIONALE
Moody's has withdrawn the rating for its own business reasons.
UNCLE MUNCHIES: Court Extends Plan Filing Period Through Jan. 30
----------------------------------------------------------------
Judge Louis A. Scarcella of the U.S. Bankruptcy Court for the
Eastern District of New York extended the exclusive period during
which only Uncle Munchies, LLC dba Duffy's Wing House dba Duffy's
Ale House may file a plan to January 30, 2017.
As reported by the Troubled Company Reporter, the Debtor asked the
Court to extend its exclusive period to file its plan through
February 27, 2017, contending that it requires the claims filing
deadline to pass before it can properly formulate a Plan of
Reorganization. The Claims Bar Date was set for October 31, 2016,
for all creditors, including governmental entities to file a proof
of claim. The Debtor also contended that terminating the exclusive
periods prematurely would be to deny the Company a meaningful
opportunity to negotiate with creditors and propose a confirmable
plan, which might force the Debtor to waste valuable time and
efforts combating competing plans and result in increasing
administrative expenses, all to the detriment of the estate, the
creditors and other parties-in-interest.
About Uncle Munchies, LLC
Uncle Munchies, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72001) on May 4, 2016.
The petition was signed by Eugene Arnold, managing member. The
Debtor is represented by Robert J. Spence, Esq., at Spence Law
Office, P.C. The Debtor estimated assets at $0 to $50,000 and
liabilities at $100,001 to $500,000 at the time of the filing.
VAL COLE: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: Val Cole Enterprises, LLC
1120 Cardinal
Pleasanton, TX 78064
Case No.: 16-52493
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: October 31, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Dean William Greer, Esq.
DEAN W. GREER
2929 Mossrock, Suite 117
San Antonio, TX 78230
Tel: 210-342-7100
Fax: 210-342-3633
E-mail: dwgreer@sbcglobal.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Downs, Jr., president.
The Debtor listed Robert A. Rosenthal as its largest unsecured
creditor holding an undetermined amount of claim.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txwb16-52493.pdf
VALITAS HEALTH: S&P Lowers CCR to 'CC'; Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
correctional health care services provider Valitas Health Services
Inc. to 'CC' from 'CCC'. The rating outlook is negative.
At the same time, S&P lowered its issue-level rating on Valitas'
senior secured credit facility to 'CC' from 'CCC' to reflect the
lower corporate credit rating. S&P's recovery rating on this debt
remains '3', indicating expectations for meaningful (50%-70%, at
the higher end of the range) recovery.
S&P is subsequently withdrawing all ratings on Valitas at the
company's request. Per the company, S&P understands that this
request comes at the lenders' direction.
"Our rating action on Valitas is prompted by the narrowing window
of time before the company's revolver matures in March 2017, and
our belief that the company's cash flow volatility leaves it unable
to sustainably operate without access to a backup source of
liquidity," said S&P Global Ratings credit analyst Shannan Murphy.
Based on recent operating trends through March 31, 2016, very high
leverage as of that date (as noted in our May 2016 report), and
fierce competition in the outsourced correctional health care
industry, absent other information we believe the company has
insufficient time to establish a track record that would allow it
to refinance its revolver by the maturity date. S&P notes that it
has not been provided with June 30, 2016, operating results by
Valitas and accordingly S&P's analysis is based on information
provided to S&P by Valitas as of March 31, 2016.
S&P is subsequently withdrawing all ratings on Valitas at the
company's request.
VANGUARD HEALTHCARE: Wants Nov. 30 Plan Filing Period Extension
---------------------------------------------------------------
Vanguard Healthcare, LLC and its affiliated Debtors ask the U.S.
Bankruptcy Court for the Middle District of Tennessee to extend
their exclusive periods to file a chapter 11 plan and to solicit
acceptances to their plan, to November 30, 2016 and January 31,
2017, respectively.
Absent an extension, the Debtors' exclusive period to file a
chapter 11 plan would have expired on October 31, 2016.
The Debtors relate that they have obtained the agreement of the
Official Committee of Unsecured Creditors and their primary secured
Creditor Healthcare Financial Solutions, to the further extension.
The Debtors further relate that the requested extension is well
within the maximum extension period of 18 months as capped under 11
U.S.C. section 1121(d)(2).
The Debtors tell the Court that they have been negotiating with the
Official Committee and Healthcare Financial Solutions regarding the
Debtor's proposed plan of reorganization but need additional time
to complete ongoing plan discussions.
The Debtors' Motion is scheduled for hearing on November 29, 2016
at 9:00 a.m. The deadline for the filing of objections is November
17.
About Vanguard Healthcare, LLC
Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services at
14 facilities in four states (Florida, Mississippi, Tennessee and
West Virginia).
Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No.
16-03296) on May 6, 2016. The petitions were signed by William D.
Orand, the CEO. Vanguard estimated assets in the range of $100
million to $500 million and liabilities of up to $100 million.
The Debtors have hired Bradley Arant Boult Cummings LLP as counsel
and BMC Group as noticing agent.
The case is assigned to Judge Randal S. Mashburn.
An Official Committee of Unsecured Creditors has been appointed in
the case.
VILLAGE DEVELOPMENT: Unsecureds To Recoup 5% Under Plan
-------------------------------------------------------
The Village Development Corporation filed with the U.S. Bankruptcy
Court for the District of Puerto Rico a disclosure statement
referring to the Debtor's plan of reorganization.
Under the Plan, allowed Class 1 General Unsecured Claims of
Non-Insiders -- estimated at $1,658,446.11 -- are impaired.
Estimated recovery is 5%. The Debtor's Plan contemplates the sale
of three vacant parcels of land (remnants) owned by the Debtor,
known as "Lot A, Lot B, and Lot C", in the project known as The
Village, Machos Ward, Ceiba, Puerto Rico, with an appraised value
of $140,000, as per the appraisal report dated June 3, 2016,
prepared by JE Nogueras/GE Picon & Associates. The sale will be
consummated and is contingent to the confirmation of the Debtor's
Plan and the entry of the confirmation order. The sale price for
the assets is approximately $150,000.
From the proceeds of the sale, the Debtor will pay in cash 100% of
the allowed administrative expense claims, 100% of allowed priority
tax claims (secured and unsecured), and will reserve a carve out
for $83,000, to pay the allowed General Unsecured Claims on a pro
rata basis.
The Debtor will effect payment of all allowed administrative
expense claims, priority tax claims, and General Unsecured Claims
(non-insiders), with the available funds originating from the sale
of substantially all of the Debtor's assets.
The Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-02021-36.pdf
The Plan was filed by the Debtor's counsel:
William M. Vidal Carvajal, Esq.
WILLIAM VIDAL CARVAJAL LAW OFFICES
MCS Plaza, Suite 801
225 Ponce de Leon Avenue
San Juan, PR 00918
Tel: (787) 764-6867
E-mail: william.m.vidal@gmail.com
Headquartered in San Juan, Puerto Rico, The Village Development
Corporation is a corporation and was organized under the laws of
the Commonwealth of Puerto Rico on Aug. 6, 1999. It is engaged in
the development, construction, and sale of residential units at the
project known as "The Village". The Debtor is a single asset
entity.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 16-02021) on March 15, 2016, listing $84,862 in total
assets and $1.24 million in total liabilities. The petition was
signed by Rafael E. Rodriguez Torres, president.
William M. Vidal Carvajal, Esq., at William Vidal Carvajal Law
Offices serves as the Debtor's bankruptcy counsel.
VINCE LLC: Moody's Lowers CFR to B3 & Changes Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Vince, LLC's Corporate Family
Rating to B3 from B2 and Probability of Default Rating to B3-PD
from B2-PD. Moody's also downgraded the company's senior secured
first lien term loan due 2019 to Caa1 from B3, and changed the
rating outlook to stable. Vince's Speculative Grade Liquidity
Rating was affirmed at SGL-3.
The downgrade reflects weaker than anticipated operating
performance resulting in leverage above Moody's previously stated
downgrade trigger, and a meaningfully reduced cushion on the net
leverage ratio covenant in Vince's term loan credit agreement. Over
the LTM period Moody's lease adjusted EBITDA decreased by over 60%
and leverage increased by over 3 turns to 5.9 times, which reflects
meaningful volatility. According to Analyst Daniel Altieri, "the
B3 rating more accurately reflects the risks associated with a
highly fashion sensitive, modestly sized apparel company that is
experiencing greater variability in performance."
Moody's acknowledges that credit metric improvement is likely over
the next 12-24 months, aided by the minimal amount of funded debt
($55 million outstanding including $10 million of revolver
borrowings). Operating performance in the second half of this
fiscal year (2016) should benefit from the full impact of
management initiatives being rolled out over the last year, however
the rating agency does not expect operating performance will
improve sufficiently to bring credit metrics back in line with a B2
rating over the next 12-24 months.
Moody's took these rating actions:
Issuer: Vince, LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
$175 million senior secured first lien term loan due 2019 ($45
million outstanding), Downgraded to Caa1 (LGD4) from B3 (LGD4)
Speculative Grade Liquidity Rating, Affirmed at SGL-3
Outlook, Changed to Stable
RATINGS RATIONALE
Vince's B3 CFR reflects the company's limited scale and high
product concentration in premium priced women's apparel, a segment
that appeals to a limited number of consumers and that is subject
to very high fashion risk and fluctuating consumer tastes which are
factors that have led to ongoing weak operating performance. The
rating also reflects the company's relatively limited track record
with the brand having been established in 2002, as well has high
distribution concentration at luxury department stores. The three
largest customers (Nordstrom, Saks Fifth Avenue and Neiman Marcus)
represented 43% of total revenue in fiscal 2015. The rating is
supported by Vince's modest amount of debt (only
$45 million outstanding on the term loan and $10 million
outstanding on the revolver as of July 30, 2016) which provides the
company with greater flexibility to manage through periods of weak
operating performance.
Vince's SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation for breakeven to modestly positive free cash flow over
the next 12-18 months after accounting for single digit new store
expansion over the period. As of July 30, 2016, the company had
approximately $21 million of cash on the balance sheet, and access
to an $80 million asset-based revolving credit facility due 2020
($70 million loan cap), of which about $34 million was available
for borrowing. Moody's expects the company will continue to
utilize its revolver to fund working capital during peak periods
and make modest repayments to borrowings during periods with
positive free cash flow.
The company's term loan contains a net leverage ratio test and the
ABL facility contains a springing minimum EBITDA test ($20 million)
if availability falls below the greater of 15% of the loan cap or
$10 million. Moody's does not expect the company will trigger the
test on the ABL, but compliance under the net leverage test in the
term loan is less certain. As of July 30, 2016, the cushion under
this covenant was meaningfully reduced from just one quarter prior.
Any improvement in operating performance will provide breathing
room under the test, but a continuation of recent trends could trip
the covenant. Per the terms of the credit agreement, the company
does have the ability to cure a violation with an equity
contribution if necessary, which would avoid an event of default.
The Caa1 rating on the company's first lien term loan reflects both
the term loan's lower rank within the capital structure and its
size relative to the company's $80 million ABL facility. The term
loan is secured by a second lien position on the more liquid assets
(accounts receivable and inventory) behind the ABL facility, and a
first lien on essentially all other domestic assets. Consequently,
Moody's treats the ABL as having a priority position in the capital
structure when applying its Loss Given Default Methodology.
The stable rating outlook reflects Moody's expectation that
operating performance will begin to stabilize in the second half of
fiscal 2016 with the potential for improvement as the full impact
of management initiatives take hold. Moody's expects credit
metrics will improve modestly from current levels and remain
consistent with the B3 rating.
An upgrade would require a reversal of recent operating trends
including sustained positive revenue and EBITDA growth, as well as
signs that the declines in the wholesale business are subsiding.
From a credit metric perspective an upgrade would require leverage
sustained below 4.75 times and interest coverage (EBITA/Interest
Expense) sustained around 2.0 times. Liquidity would also need to
improve, including greater cushion under the covenants.
Ratings could be downgraded if the company fails to stabilize
ongoing negative trends resulting in a deterioration in credit
metrics and liquidity, including further covenant pressure.
Quantitatively, ratings could be downgraded if debt/EBITDA were
sustained above 6.0 times or interest coverage below 1.0 time.
The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.
Vince, LLC designs, manufactures and markets apparel for women and
men under the "Vince" brand. The company's products are sold
globally in luxury department stores such as Neiman Marcus,
Nordstrom, Saks Fifth Avenue and Harrods, as well as in the
company's branded retail stores and on its ecommerce website. As of
July 30, 2016, the company operated 52 stores in the United States
and generated LTM revenue of approximately $291 million.
WESTERN AUTO: Seeks to Hire D. Blair Clark as Legal Counsel
-----------------------------------------------------------
Western Auto Sales, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Idaho to hire legal counsel in connection
with its Chapter 11 case.
The Debtor proposes to hire the Law Office of D. Blair Clark PC to
prepare its Chapter 11 plan of reorganization and provide other
legal services.
The firm's professionals and their hourly rates are:
D. Blair Clark $250
Jeffrey Kaufman $180
Paralegal $75
Jeffrey Kaufman, 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:
Jeffrey Kaufman, Esq.
Law Office of D. Blair Clark PC
1513 Tyrell Lane, Suite 130
Boise, ID 83706
Tel: (208) 475-2050
Fax: (208) 475-2055
Email: jeffrey@dbclarklaw.com
Email: dbc@dbclarklaw.com
About Western Auto Sales
Western Auto Sales, LLC operates a used auto dealership in Boise,
Idaho. The Debtor filed a Chapter 11 petition (Bankr. D. Idaho
Case No. 16-01375) on October 25, 2016. The petition was signed by
Todd Martell, managing member.
The case is assigned to Judge Jim D. Pappas.
At the time of filing, the Debtor estimated assets at $1 million to
$10 million and liabilities at $500,000 to $1 million.
A copy of the Debtor's list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb16-01375.pdf
WISCONSIN DAIRY: Paying Unsecureds With 3.5% Interest Over 7 Yrs.
-----------------------------------------------------------------
Southwestern Wisconsin Dairy Goat Products Cooperative filed with
the U.S. Bankruptcy Court for the Western District of Wisconsin an
amended disclosure statement dated Oct. 24, 2016.
Under the Plan, Class 3 general non-priority, unsecured claims,
which total approximately $8,114, are impaired because general
unsecured creditors will be paid over a seven-year period. General
unsecured claimants will be paid in full, with interest at the
fixed rate of 3.5% per annum, amortized over seven years, to be
paid in full within seven years, in equal monthly payments of $110,
with the first payment to be paid within 30 days of the Effective
Date of the Plan, and then paid on the 15th day of each month
thereafter. The claimants in Class 3 will share pro rata in the
monthly distributions.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/wiwb16-11994-79.pdf
As reported by the Troubled Company Reporter on Oct. 3, 2016, the
Debtor filed with the Court a Disclosure Statement and Plan of
Reorganization, which provides for the full payment of all allowed
administrative, secured and unsecured claims. General unsecured
claimants will be paid in full, with interest at the fixed rate of
3% per annum, amortized over 7 years, to be paid in full with 7
years.
About Southwestern Wisconsin
Southwestern Wisconsin Dairy Goat Products Cooperative is a
member-owned and operated cooperative and does business as Mt.
Sterling Co-op Creamery, Mt. Sterling Cheese Co-op, and Mt.
Sterling Cheese. The Debtor was incorporated in 1976 as the
Southwestern Wisconsin Dairy Goat Products Cooperate and has been
producing high quality dairy goat products, including cheese and
butter, since that time. The members of the Debtor are traditional
family-operated dairy goat farms. The Debtor's business
headquarters, including its cheese factory, are located in Mt.
Sterling, Wisconsin. The Debtor currently employes 15 employees,
who include one of the members of the Debtor, Patricia Lund, who
acts as the marketing director for the Debtor. The Debtor's
primary source of income is the proceeds it receives from the sale
of its dairy goat products. The Debtor supplies its products to
third party retailers, and also does direct online sales.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Wis. Case No. 16-11994) on June 3, 2016.
The Debtor is represented by Eliza M. Reyes, Esq., and Jennifer M.
Schank, Esq., at Krekeler Strother, S.C. The case is assigned to
Judge Robert D. Martin.
WTE-S&S AG: Asks Court to Move Plan Filing Period to March 31
-------------------------------------------------------------
WTE-S&S AG Enterprises, LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois to extend its exclusive periods to
file a plan of reorganization and to solicit acceptances to such
plan, through and including March 31, 2017 and May 31, 2017,
respectively. The Debtor also asks the Court to extend the plan due
date to and including March 31, 2017.
The Debtor has been diligently pursuing the administration of its
Chapter 11 case with a view toward formulating a prompt exit
strategy. Most importantly, the Debtor's litigation against GHD,
Inc., a/k/a DVO, Inc. for breach of contract, was recently set for
trial before the Court beginning in late February 2017. Pursuant
to a Stipulation between the Debtor and DVO, venue for the Debtor's
litigation was transferred from the Wisconsin Bankruptcy Court to
this Court under adversary proceeding number 16-00400.
The Debtor tells the Court that the results of the Debtor's
litigation will have a major impact upon the actual terms and
conditions of any Plan in this Chapter 11 case, so that requiring
the Debtor to propose a Plan before the conclusion of the Debtor's
litigation will only result in unnecessary administrative claims
arising in connection with a Plan that will have to be modified
based upon the results in the Debtor's litigation. All these
unnecessary administrative claims can be avoided by extending the
Debtor's exclusive periods.
Additionally, the Debtor relates it is in the process of commencing
discovery with S&S AG Enterprises, LLC with respect to the Digester
Contract, and, and if necessary, the Land Lease, under Rule 2004 of
the Federal Rules of Bankruptcy Procedure. The Digester Contract
and the Land Lease are the most critical contracts affecting the
Debtor's business operations, and a complete understanding of the
claims under these contracts is essential to the issues relating to
the assumption of these contracts as well as the treatment of any
claims under these contracts under any Plan.
Extending the Exclusive Periods and Plan Due Date will facilitate
the Debtor's efforts in completing its Chapter 11 case, formulating
a Plan and implementing an exit strategy from this Chapter 11 case.
A hearing on the Debtor's extension request is set for November 8,
2016 at 9:30 a.m.
About WTE-S&S AG Enterprises LLC
WTE-S&S AG Enterprises, LLC, is a limited liability company formed
for the purpose of constructing an anaerobic digester on the
largest dairy farm in Door County, Wisconsin so as to generate
electricity from harnessing methane extracted from animal waste.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 16-09913) on March 23, 2016. The petition was signed
by James G. Philip as manager and designated representative.
The Debtor is represented by David K. Welch, Esq., at Crane,
Heyrnan, Simon, Welch & Clar. The case is assigned to Judge Donald
R. Cassling.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
*********
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