/raid1/www/Hosts/bankrupt/TCR_Public/161205.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, December 5, 2016, Vol. 20, No. 339
Headlines
1041 LITTLE EAST: U.S. Trustee Unable to Appoint Committee
25 LANG ST LLC: Can Use Sunrise Housing Cash Until Jan. 31
3324 N. CLARK: Has Until Feb. 7 to Use Cash Collateral
925 N. DAMEN: Bidding Procedures for Chicago Property Approved
A&A WHEELER: FSB to Receive Full Payment Under Plan
A.H. COOMBS: Unsecured Creditors to Recoup 75% Under Plan
ACOSTA INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
ADAMS TRACTOR: U.S. Trustee Unable to Appoint Committee
AEROGROW INTERNATIONAL: SMG Exercised Current Outstanding Warrants
AEROGROW INTERNATIONAL: SMG Growing Reports 81.2% Stake
ALESSI FAMILY: Gets Interim Authority to Use Cash Collateral
ALIANZA TRINITY: U.S. Trustee Forms 3-Member Committee
ALICE LAVERNE WIMBISH: Disclosure Statement Hearing Set for Jan. 11
ALTEGRITY INC: Court Refuses to Lift Stay Former Truck Driver
APOLLO MEDICAL: AMM Agrees to Lend MMG $2 Million
ARGITAKOS LLC: Seeks to Hire US Homes Realty as Realtor
ARNALDO GONZALEZ BERRIOS: Unsecureds to Recover 2% Under Plan
ASCENT GROUP: Dec. 7 Hearing to Determine PCO Appointment Set
AVSC HOLDING: Moody's Affirms B2 Corporate Family Rating
BAILEY TOOL: Can Continue Using Cash Collateral Until January 13
BASKET ORIGINALS: Dec. 14 Disclosure Statement Hearing
BCDG LP: Authorized to Use Citizens Bank Cash Through Dec. 15
BCDG LP: Can Use RBS Citizens Cash Collateral Through December 22
BEEBE DIVERSIFIED: Wants to Continue Using Cash Through March 31
BENJAMIN AND BENT: Court Allows Use of BB&T Cash on Interim Basis
BENJAMIN AND BENT: U.S. Trustee Unable to Appoint Committee
BIG APPLE CIRCUS: Dec. 6 Meeting Set to Form Creditors' Panel
BILL BARRETT: Presented at Bank of America Finance Conference
BOULAYE MARINE: Dec. 21 Disclosure Statement Hearing
BRADLEY T. LOTT: Unsecureds To Get Quarterly Payments for 5 Years
BREVARD COLLEGE: Fitch Affirms 'BB-' Rating on $8.2MM 2007 Bonds
BRIGHT MOUNTAIN: Pursues Acquisition of Black Helmet
BROOKS FURNITURE: U.S. Trustee Unable to Appoint Committee
BROTHERS MATERIALS: IRS' Objection to Plan Enforcement Overruled
BRUCE J. CRISCUOLO: Disclosure Statement Hearing Set for Dec 15
CALGI CONSTRUCTION: Unit To Contribute $102,000 To Fund Plan
CHANNEL TECHNOLOGIES: MSI Transducers Buying MSI Assets for $1.8M
CHAPARRAL ENERGY: Court Allows Cash Collateral Use Until Dec. 8
CHARLES WALKER: Trustee Selling Nashville Property for $210K
CIRCLE RESTAURANT: Disclosure Statement Hearing Set for Jan. 26
COLFAX CORP: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
CONDO 64: Can Use American Eagle Cash Collateral Until Jan. 23
CORNERSTONE HOMES: Dismissal of Trustee's Suit vs. Banks Affirmed
CPI CARD: S&P Lowers CCR to 'B' on Weaker Expected Credit Metrics
CRESCENT HAUS: LendingHome Objects to Disclosure Statement, Plan
CRITICAL CAR CARE: Court Allows Cash Collateral Use Until Jan. 25
CTI BIOPHARMA: Has Net Financial Standing of $30.3M as of Oct. 31
CULLMAN REGIONAL: Moody's Affirms Ba1 Rating to $61MM Rev. Bonds
CUPEYVILLE SCHOOL: Disclosure Statement Hearing Set for Jan. 11
CUPEYVILLE SCHOOL: Toyota Credit to Get Monthly Payments of $943
DEER MEADOWS: Taps JCH Consulting as Real Estate Broker
DEXTERA SURGICAL: Stockholders Elect Six Directors
DIRECT MEDIA: Wants to Pay Prepetition Employee Claims
DOMINION PAVING: Motleys to Auction Personal Property on Jan. 24
DOMINION PAVING: Selling Chesterfield Property for $1.2M
DON GREEN: Needs Access to Regions Bank Cash Collateral
DOWLING COLLEGE: Files for Chapter 11 to Liquidate Assets
DOWLING COLLEGE: Proposes Procedures for Sale of 32 Oakland Parcels
DOWLING COLLEGE: Seeks to Hire Garden City Group as Claims Agent
DOWLING COLLEGE: Seeks to Hire Smith & Downey as Special Counsel
DOWLING COLLEGE: Selling Oakdale Campus, Auction on March 31
DOWLING COLLEGE: Taps Ingerman Smith as Special Counsel
DOWLING COLLEGE: Taps RSR Consulting's Rosenfeld as CRO
DOWLING COLLEGE: Wants $4.97-Mil. DIP Financing From UMB Bank
DRYSDALE VILLAGE: Plan Confirmation Hearing Set for Jan. 19
DULUTH PUBLIC SCHOOL: S&P Cuts 2010 Revenue Bonds Rating to 'BB+'
DUNLAP STREET: Plan Confirmation Hearing on Jan. 27
EDWARD RENSI: Sale of Woodridge Property to ABS for $214K Approved
ELBIT IMAGING: Extends 'Long Stop Date' to Feb. 28
ELBIT IMAGING: Refuses Unit's Debt Conversion Proposal
ESPLANADE HL: Court OKs Use of First Midwest Cash Until Jan. 15
ETERNAL ENTPRISE: Wants to Use $292K Cash Collateral
EXCEL STAFFING: Use of Cash Collateral on Interim Basis OK
FERDINAND RAMIREZ: Files Amended Disclosure Statement
FIRST AMERICAN: Moody's Affirms B2 Corporate Family Rating
FIRST AMERICAN: S&P Affirms 'B' CCR on Credit Facility Refinancing
FIRSTENERGY SOLUTIONS: S&P Cuts CCR to 'CCC+', Off Credit Watch
FREEDOM MARINE: Dec. 16 Disclosure Statement Hearing
GELTECH SOLUTIONS: Issues President $175,000 Convertible Note
GEMINI HDPE: Moody's Cuts Senior Secured Term Loan Rating to Ba3
GERARD BOEH FLOWERS: Can Use Huntington Bank Cash Collateral
GF FINANCE: U.S. Trustee Forms Two-Member Committee
GLACIAL MATERIALS: Taps Lippes Mathias as Transactional Counsel
GLOBAL EAGLE: Moody's Assigns B1 Corporate Family Rating
GLOBAL EAGLE: S&P Assigns 'B+' CCR & Rates Facilities 'BB-'
GOODMAN AND DOMINGUEZ: Dec. 20 Plan Confirmation Hearing
GRAND & PULASKI: Disclosure Statement and Plan Hearing on Jan. 10
GREATER BRUNSWICK SCHOOL: S&P Cuts 2014 Rev. Bonds Rating to B+
GREEN OAK STOCKADE: Case Summary & 2 Unsecured Creditors
GREGORY B. MYERS: Unsecured Creditors To Be Paid in Full
GULFMARK OFFSHORE: Inks $50M Purchase Pact with MFP and Franklin
HALLUCINATION MEDIA: Plan Filing Period Extended to Dec. 23
HAMPTON TRANSPORTATION: Trustee's Sale of Assets for $60K Approved
HAMPTON TRANSPORTATION: Trustee's Sale of Vehicles for $2.4M Okayed
HEATHER HILLS: U.S. Trustee Unable to Appoint Committee
HILTZ WASTE: Can Use Cash Collateral on Interim Basis
HILTZ WASTE: Cash Collateral Hearing Continued to January 5
IHEARTCOMMUNICATIONS INC: Clarifies Purpose of Consent Solicitation
IHEARTCOMMUNICATIONS INC: Seeks Consent to Amend Notes Indentures
INTEGRA TELECOM: S&P Puts 'B+' CCR on CreditWatch Negative
INTELLIPHARMACEUTICS INT'L: To Present at the LD Micro Main Event
INTERPACE DIAGNOSTICS: Fails to Comply with NASDAQ Requirement
IRELAND NEEDLECRAFT: Court Allows CSG DIP Loan on Final Basis
IRVINGTON COMMUNITY: S&P Puts 'B-' Bonds Rating on Watch Positive
ITT EDUCATIONAL: Tiger Capital to Conduct Three Online Auctions
J. CREW: Moody's Cuts CFR to Caa2 on Rev. Declines & High Debt Load
J.T.P. CORP: Plan To Be Funded by BMC Litigation Proceeds
JAVE CAB INC: Can Continued Using Cash Collateral Through Jan. 12
JOSE MALDONADO MALAVE: Disclosures Hearing Rescheduled to Dec. 14
K & C LV INVESTMENTS: Unsecureds To Get $13,541 Under Plan
K.L.M. PLUMBING: Plan Confirmation Hearing on Dec. 8
KEEN EQUITIES: Greene Family To Get 6.5% Per Annum Under Plan
KEMET CORP: Files Copy of Investor Presentation with SEC
KEVIN JAMES ROBERG: Ditech To Be Paid $332,034 in 30 Years at 4%
KIDS ONLY II: Court Confirms Chapter 11 Plans
KINGWOOD FOOD: Dec. 7 Disclosure Statement Hearing
KIRK'S FRAMING: Allowed to Use CAN Capital Cash on Final Basis
KUM GANG: TD Auto To Be Paid $560 Per Month at 2.9%
LSB INDUSTRIES: Amends 4.1 Million Shares Resale Prospectus
LSB INDUSTRIES: Posts Investor Presentation on Website
MAJESTIC AIR: Can Use Ansett Aircraft Cash Collateral Until Jan. 31
MAMAMANCINI'S HOLDINGS: Carl Wolf Holds 20.7% Stake as of Nov. 30
MAMAMANCINI'S HOLDINGS: President Reports 19.7% Equity Stake
MARGUERITE BILLBROUGH: Unsecureds To Get $78,000 Over 5 Years
MAYA RESTAURANTS: U.S. Trustee Unable to Appoint Committee
MCK MILLENNIUM: Unsecureds to be Paid 5% in 60 Monthly Installments
MEMORIAL PRODUCTION: Moody's Affirms Ca Corporate Family Rating
MERCHANTS BANKCARD: Can Continue Using Cash Through Dec. 16
MID CITY TOWER: Court Holds Conference on Bid to Sell Interests
MID-STATES SUPPLY: Disclosure Statement Hearing on Dec. 13
MIKE AHMED: December 6 Plan Confirmation Hearing
MIRAGEN THERAPEUTICS: Paul Rubin Joins as Executive Vice President
MISONIX INC: Nasdaq Accepts Plan to Regain Listing Compliance
MISSION NEW ENERGY: Requests Voluntary Suspension of Securities
MISTER CAR WASH: Moody's Affirms B2 Corporate Family Rating
MIX 1 LIFE: Delays Fiscal 2016 Annual Report
MT. CARMEL LEASING: Seeks Court Approval for Cash Collateral Use
NAUTILUS DEVELOPMENT: Allowed to Use $55,800 Cash Until Dec. 31
NAUTILUS FUNDING: Can Continue Using Dime Bank Cash Collateral
NAVIDEA BIOPHARMACEUTICALS: Inks Purchase Pact with Cardinal Health
NEOVASC INC: Gets Regulatory OK to Initiate TIARA II CE Mark Study
NEXT GROUP: Amends 2016 Third Quarter Form 10-Q
NORTH BEACHES PHARMACY: U.S. Trustee Unable to Appoint Committee
NOVATION COMPANIES: Seeks to Hire NERA as Valuation Expert
OLIVE BRANCH: Has Until Jan. 31 to Use Norway Cash Collateral
OLYMPIA OFFICE: U.S. Trustee Unable to Appoint Committee
ONCOBIOLOGICS INC: Amends Bylaws to Add New Article
PACIFIC RECYCLING: Plan Confirmation Hearing Set for Jan 19
PARADIGM EVERGREEN: Hearing on Disclosures Set For Jan. 12
PARK GREEN: Pasadena Property Sale Procedures Approved
PASS BUSINESS: Seeks to Hire Strick Trio as Accountant
PAVEL SAVENOK: Sale of Skyline 65% Interest for $500K Approved
PEACH STATE: U.S. Trustee Unable to Appoint Committee
PERFORMANCE SPORTS: Coliseum Has 9.5% Stake as of Nov. 29
PERIODONTAL CARE: Unsecureds to Get 10% Over 60-Month Period
PETTY FUNERAL: Can Continue Using ReadyCap Cash Collateral
PIERRE LESPINASSE: Unsecureds To Be Paid from Sale Proceeds
PINNACLE OPERATING: Moody's Cuts CFR on Uncertain Liquidity Status
PIONEER ENERGY: Joins Jefferies 2016 Energy Conference
PLACID OIL: Dismissal of Suit vs. C.C. Abbitt, et al., Affirmed
PRATT WELL: Reh Buying Pratt Property for $120K
PRECISION OPTICS: Obtains $800,000 From Sale of Units
PRECISION WELDING: Seeks Continued Cash Use Until Feb. 20
PREMIER WELLNESS: Wants to Continue Using Cash Collateral
PROGRESSIVE CROP: Seeks to Hire Edwin Breyfogle as Legal Counsel
PT USA LP: Wants March 30 Plan Filing Period Extension
PURADYN FILTER: Continues to Make Inroads in Oil and Gas Industry
QUAIL RIDGE REALTY: Court Allows Cash Collateral Use on Final Basis
QUINTESS LLC: Mitchell Energy Steps Down From Creditors' Committee
QVL PHARMACY: Disclosures OK'd; Plan Hearing on Jan. 11
RECYCLING GROUP: Can Use Sutton Bank Cash Through Jan. 11
RESPONSE BIOMEDICAL: Completes Going Private Transaction
REVOLVE SOLAR: Loan from Cornelius Moore Approved on Final Basis
RITA RESTAURANT: Authorized to Use Cash on Interim Basis
ROCKFORD INSURANCE: Seeks to Hire J.J. Fagan as Broker
ROJO ONE: Taps Thomas Hospitality to Valuate Business
ROOT9B TECHNOLOGIES: Names William Hoke Chief Financial Officer
RXI PHARMACEUTICALS: Amends Prospectus of 1.4 Million CL-A Units
RXI PHARMACEUTICALS: Files Copy of Updated Presentation with SEC
S & J CD: U.S. Trustee Unable to Appoint Committee
S&R PISHVA: Janis Wants Court to Prohibit Cash Collateral Use
SABBATICAL INC: U.S. Trustee Unable to Appoint Committee
SAEXPLORATION HOLDINGS: May Issue Add'l 397,038 Shares Under Plan
SAEXPLORATION HOLDINGS: Releases Copy of Presentation Materials
SANTA ROSA ANIMAL: Use of Bank of America Cash on Interim Basis OK
SBN FOG CAP: Affiliate Taps Ramboll as Environmental Consultant
SEANERGY MARITIME: Draws Down $7.5M Under NSF Loan Facility
SEANERGY MARITIME: Jelco Delta Reports 87.8% Stake as of Nov. 23
SECTOR111 LLC: Can Use Forum Capital Cash Collateral Until Jan. 31
SEMLER SCIENTIFIC: Stockholders Elect Two Directors
SHERWIN ALUMINA: Plan Confirmation Hearing on Dec. 19
SIGNAL GENETICS: Regains Compliance With NASDAQ Listing Rule
SOUTHLAND PROPERTIES: U.S. Trustee Unable to Appoint Committee
STEVEN ANCONA: Court Approves Bid to Appoint Ch. 11 Trustee
STONE ENERGY: Geosphere Capital Reports 4.4% Stake as of Nov. 29
STONE ENERGY: Thomas Satterfield Reports 9.92% Stake as of Nov. 29
STONE OAK INVESTMENT: Court Denies Confirmation of Ch. 11 Plan
STRIKEFORCE TECHNOLOGIES: Stockholders Elect Three Directors
SWAGAT HOTELS: Wants to Use PGH McHenry Cash Collateral
SWORDS COMPANY: C&T Buying Lebanon Property for $2M
SYNICO STAFFING: Court Allows Cash Use on Interim Basis
SYNICO STAFFING: Seeks Court Approval for Cash Collateral Use
TCR III INC: Selling All Assets to VS Virginia to Pay Creditors
THAMES FUNDING: Can Use Up to $6,500 Cash Through Dec. 31
TOWERSTREAM CORP: Amends $10 Million Securities Prospectus
TOWERSTREAM CORP: Initiates Move to Trade on OTCQB
TRANS ENERGY: Plans to Effect a "Short Form" Merger with EQT
ULTIMATE AVT: Court Allows Use of FUBTC Cash on Final Basis
UMATRIN HOLDING: Amends 100 Million Shares Prospectus with SEC
VALUEPART INC: Court Allows Cash Collateral Use on Interim Basis
VALUEPART INC: U.S. Trustee Forms 3-Member Committee
VANGUARD NATURAL: Files Unaudited Pro Forma Financial Information
VERNUS GROUP: Unsecureds to Recover 80% Under Plan
VRG LIQUIDATING: Wants Until March 14 to File Chapter 11 Plan
WAFERGEN BIO-SYSTEMS: Effects a 1-for-5 Reverse Stock Split
WAFERGEN BIO-SYSTEMS: Opaleye Mgt. Holds 5.12% Stake as of Nov. 17
WAFERGEN BIO-SYSTEMS: Silverman Reports 5.26% Stake as of Nov. 17
WELLCARE HEALTH: Moody's Affirms Ba2 Senior Unsecured Debt Rating
WILLIAMS FLAGGER: U.S. Trustee Unable to Appoint Committee
Y&K SUN: CK Acquisitions Buying JCRS Property for $4.4 Million
YBRANT MEDIA: Unsecureds To Get Full Payment in 12 Months
YOGI CARPET: Case Summary & 20 Largest Unsecured Creditors
Z BEST RENTALS: U.S. Trustee Unable to Appoint Committee
[*] Lance Wickel Joins Donlin Recano as VP of Business Development
[^] BOND PRICING: For the Week from Nov. 28 to Dec. 2, 2016
*********
1041 LITTLE EAST: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of 1041 Little East Neck Road
LLC, 945 Little East Neck Road LLC, and 956 Little East Neck Road
LLC, as of Dec. 2, according to a court docket.
The Debtors are represented by:
Craig D Robins, Esq.
Law Office of Craig D Robins
35 Pinelawn Road, Ste 218-E
Melville, NY 11747
Tel: (516) 496-0800
Fax: (516) 682-4775
Email: CraigRobinsLaw@aol.com
1041 Little East Neck Road LLC, 945 Little East Neck Road LLC and
956 Little East Neck Road LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 16-74896 to
16-74898) on October 20, 2016. The petitions were signed by
Muhammet Ozen, member.
The cases are assigned to Judge Robert E. Grossman.
At the time of the filing, 1041 Little East disclosed $554,177 in
assets and $1.24 million in liabilities. 945 Little East reported
total assets of $361,256 and total debts of $1.19 million.
Meanwhile, 956 Little East disclosed $173,539 in assets and $1.02
million in liabilities.
25 LANG ST LLC: Can Use Sunrise Housing Cash Until Jan. 31
----------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized 25 Lang St., LLC to use cash
collateral through Jan. 31, 2017.
Judge Harwood acknowledged that an immediate and ongoing need
exists for the Debtor to utilize cash collateral to continue the
operation of the Debtor's business, to minimize the disruption of
the Debtor as a going concern, and to reassure the Debtor's
creditors of the Debtor's continued viability.
The approved Budget provides for total expenses in the amount of
$3,814 for each of the months of December 2016 and January 2017.
Sunrise Housing, LLC is granted a security interest in all of the
Debtor's post-petition assets of the same kinds, nature and type as
the cash collateral in which it held valid and enforceable,
perfected security interests prior to the Petition Date.
The Debtor is directed to make monthly mortgage payments to Sunrise
Housing in the amount of $2,470, beginning on Nov. 1, 2016.
A further hearing on the Debtor's use of cash collateral is
scheduled on Jan. 18, 2017 at 1:30 p.m. The deadline for the
filing of objections to the Debtor's use of cash collateral is Jan.
11, 2017.
A full-text copy of the Order, dated November 28, 2016, is
available at
http://bankrupt.com/misc/25LangSt2016_1611445bah_29.pdf
Sunrise Housing, LLC can be reached at:
SUNRISE HOUSING, LLC
P.O. Box 2156
Windham, ME 04062
About 25 Lang St, LLC
25 Lang St, LLC is a real estate holding company with a principal
address of 832 Route 3, Unit #1, Holderness, New Hampshire. The
Debtor is owned and operated by Maria E. Healey. The business has
been in operation since 2014. The Debtor does not have any
employees.
25 Lang St. LLC filed a Chapter 11 petition (Bankr. D.N.H. Case No.
16-11445), on October 13, 2016. The petition was signed by Maria
E. Healey, managing member. The Debtor is represented by S.
William Dahar, II, Esq., at Victor W. Dahar, P.A. At the time of
filing, the Debtor estimated assets at $0 to 50,000 and liabilities
at $100,001 to $500,000.
3324 N. CLARK: Has Until Feb. 7 to Use Cash Collateral
------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized 3324 N. Clark Street, LLC
to use Wintrust Bank's cash collateral on an interim basis until
February 7, 2017.
The Debtor was authorized to use cash collateral to pay actual,
ordinary and necessary operating expenses related to the real
property commonly known as 3324 N. Clark Street, Chicago, Illinois.
The approved Budget provides for total operating expenses of
$6,806 for the interim use of cash collateral.
Wintrust Bank has an interest in the cash collateral pursuant to,
among other things, an assignment of rents clause contained in the
mortgage that secures the Debtor's indebtedness to Wintrust Bank in
the original principal amount of $1,350,000.
Judge Cassling granted Wintrust Bank with valid, binding,
enforceable and perfected liens and security interests in the
Property and all proceeds generated from the Property, to the same
extent, validity and priority held by Wintrust Bank prior to the
petition date and to such extent of the diminution in the amount of
cash collateral used by the Debtor after the petition date.
The Debtor was directed to make monthly adequate protection
payments to Wintrust Bank in the amount of $5,916, which will be
applied to outstanding interest, principal and expenses due to
Wintrust Bank, plus 1/12 of the estimated annual real estate taxes
for the Property. Wintrust Bank was also granted an
administrative priority claim to the extent that the payments are
inadequate.
Judge Cassling directed the Debtor to maintain insurance coverage
on and pay current real estate taxes for the Properties. He
further directed the Debtor to submit to Wintrust Bank the monthly
financial reporting required by the U.S. Trustee.
A status hearing on the Debtor's right to use cash collateral will
be held on February 7, 2017 at 10:00 a.m.
A full-text copy of the Order entered on December 1, 2016 is
available at https://is.gd/2XyaHq
About 3324 N. Clark Street
3324 N. Clark Street, LLC, sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 16-30934) on Sept. 28, 2016. The petition was
signed by Simone Singer Weissbluth, manager of WMW Investments,
LLC, the manager of the Debtor. The case is assigned to Judge
Donald R. Cassling. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.
The Debtor is represented by Ariel Weissberg, Esq. and Devvrat
Sinha, Esq. at Weissberg and Associates, Ltd. The Debtor also
employs Saul R. Wexler, member of the Law Offices of Saul R.
Wexler, as its special counsel; and Rick Levin & Associates, Inc.
as its a real estate broker in connection with the sale of its real
property located at 3324 N. Clark Street, Chicago, Illinois.
No trustee, examiner, or official committee of unsecured creditors
has been appointed.
925 N. DAMEN: Bidding Procedures for Chicago Property Approved
--------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois approved 925 N. Damen, LLC's bidding
procedures in connection with the sale of real property located at
925 N. Damen Avenue Chicago, Illinois at an auction on Jan. 6,
2017.
A hearing on the Motion was held on Nov. 29, 2016 at 9:30 a.m.
The Bidding Procedures will govern all bids and bid proceedings
relating to the sale of the property pursuant to the terms of the
Stalking Horse Agreement.
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/925_N_Damen_30_Order.pdf
The auction for the sale of the property will be held on Jan. 6,
2017, or at such other time as may be designated by the Broker,
pursuant to the terms and conditions set forth in the Bidding
Procedures to determine the Winning Bidder.
The deadline for objecting to the approval of the sale of the
property pursuant to the terms of the Stalking Horse Agreement, or
to such higher and/or better offeror as may appear at the auction
and be deemed to be the Winning Bidder, including the sale of the
property free and clear of all claims will be Feb. 1, 2017 for all
parties in interest.
The Court will conduct the Sale Hearing on Feb. 7, 2017, at 10:00
a.m. (PCT), at which time the Bankruptcy Court will consider
approval of the sale of the property.
No person or entity will be entitled to any expense reimbursement,
break-up fees, "topping," termination or other similar fee or
payment in connection with the Bidding Procedures.
Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014 or otherwise, the terms and conditions of
this Bidding Procedures Order will be immediately effective and
enforceable upon its entry.
About 925 N Damen
925 N. Damen, LLC, based in Chicago, Ill., filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 16-35387) on November 4, 2016.
The Hon. Jack B. Schmetterer presides over the case. Ariel
Weissberg, Esq., at Weissberg & Associates, Ltd., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Simone Singer Weissbluth, manager of WMW
Investments,
LLC, the Manager of Debtor.
A&A WHEELER: FSB to Receive Full Payment Under Plan
---------------------------------------------------
A&A Wheeler Mfg, Inc., filed with the U.S. Bankruptcy Court for the
District of New Hampshire a second amended disclosure statement and
its accompanying plan of reorganization, dated Nov. 22, 2016, which
provide that the Debtor will continue to operate its shed
manufacturing business.
Class 5 consists of the secured claim of Federal Savings Bank
arising from a December 22, 1998, commercial promissory note of the
Debtor in the original principal sum of $217,000, and includes a
first mortgage on the Debtor's property on Route 125, in Lee, New
Hampshire, and a first security interest in all business assets of
the Debtor.
The Plan leaves unaltered the legal, equitable, and contractual
rights of Federal Savings Bank. All terms and conditions set forth
in the promissory note and related instruments under which FSB's
claim arose will be and remain in full force and effect according
to their terms. FSB will retain its Liens on the property securing
such claim with the same priorities such Liens had when the
Petition commencing this case was filed. FSB will receive, on
account and in full satisfaction, settlement, release and discharge
of its claim payment in full with interest at the contract rate
over the remaining contractual term by Debtor continuing to make
monthly payments in accordance with the note terms.
Class 9 consists of all allowed, undisputed, non-contingent
unsecured claims listed on the Debtor's petition or otherwise
approved by the Court except for the unsecured claims and interests
of shareholders and/or insiders of the Debtor. The approximate
total general unsecured claims in this class is $339,488. Each
holder of an allowed General Unsecured Claim shall receive, on
account of and in full and final satisfaction, settlement, release
and discharge of such claim 100% payable over the Plan Term.
The Debtor projects that income and expenses for the following two
and one-half years will be sufficient to make all payments under
the Plan.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nhb15-11799-117.pdf
About A&A Wheeler Mfg.
A&A Wheeler Mfg., Inc., based in Lee, New Hampshire, filed for
Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 15-11799) on Nov. 24,
2015. Its petition was signed by Angela Wheeler, vice president and
CFO. Judge Bruce A. Harwood presides over the case.Franklin C.
Jones, Esq., at Wensley & Jones, PLLC, serves as the Debtor's
counsel. A&A Wheeler disclosed total assets of $1.19 million and
total liabilities of $1.49 million.
A.H. COOMBS: Unsecured Creditors to Recoup 75% Under Plan
---------------------------------------------------------
A.H. Coombs, LLC, and CHC Development Co., Inc., filed with the
U.S. Bankruptcy Court for the District of Utah a disclosure
statement for their joint plan of reorganization under which the
Debtors propose to:
(a) reinstate in full the secured debt of GVS Holdings, Inc.,
and all Other Secured Claims under section 1124(2) of the
Bankruptcy Code;
(b) pay the Debtors' unsecured priority claims in full with
interest over a three-year period;
(c) pay the Debtors' unsecured convenience class claims (claims
less than $5,000) 85 percent of their
claims over a 2-year period;
(d) pay the Debtors’ general unsecured creditors 75 percent of
their claims over a 2-year period; and
(e) leave unimpaired existing Equity Interests.
The Debtors believe that they will satisfy all requirements for
consummation required under the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/utb16-25559-99.pdf
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.
ACOSTA INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Jacksonville, Fl.-based
Acosta Inc. to negative from stable. S&P also affirmed all of its
ratings on the company, including S&P's 'B' corporate credit
rating, S&P's 'B' senior secured bank credit facility rating
(consisting of $225 million revolving credit facility due
Sept. 26, 2019, and $2.065 billion term loan with $2.029 billion
outstanding due Sept. 26, 2021), and S&P's 'CCC+' rating on the
$800 million 7.75% senior unsecured notes due Oct. 1, 2022. The
recovery rating on the bank debt remains '3', indicating that
creditors could expect meaningful (at the high end of the 50% to
70% range) recovery in the event of a payment default. The
recovery rating on the notes remains '6', indicating that creditors
could expect negligible (0% to 10%) recovery in the event of a
payment default.
The outlook revision to negative from stable reflects the risk that
tough industry conditions could continue and potentially
accelerate, resulting in Acosta's highly leveraged credit ratios --
which include adjusted debt to EBITDA approaching 9x and adjusted
EBITDA to cash interest expense in the low-2x area as of July 31,
2016--weakening beyond S&P's forecast. "We expect over the next
few quarters that these key headwinds will continue, resulting in
adjusted debt to EBITDA in the low-9x area and adjusted EBITDA to
cash interest expense of 2x," said S&P Global Ratings credit
analyst Jerry Phelan. "We could lower our ratings if these ratios
deteriorate further."
The ratings on Acosta incorporate the company's very aggressive
financial policies as dictated by its financial sponsor owner,
heavy debt burden, and relatively high exposure to some clients
that have center-of-store products that are experiencing weak
sales, resulting in lower demand for Acosta's services.
Also incorporated into the ratings is S&P Global Ratings' view that
Acosta still has a compelling business model that provides clients
with a cost effective alternative to insourcing; S&P presently
believes the risk of customers taking back significant amounts of
business presently outsourced to Acosta is remote, especially given
Acosta's national footprint and the cost to clients of running such
operations. However, large-scale consumer product company
consolidation--should it occur--could alter this opinion. While
S&P expects further profit margin deterioration, it still expects
the company to generate satisfactory adjusted EBITDA margins and
free cash flow.
S&P has also factored into its ratings the company's narrow
business focus and limited geographic diversification. Acosta
effectively competes in a duopoly industry, the outsourced portion
of which is dominated by Acosta and Advantage Sales & Marketing
Inc., with CROSSMARK Holdings Inc. a distant number three player.
S&P could revise the outlook to stable over the next 12 to 18
months if demand for Acosta's services steadies and the company's
productivity improvement efforts take hold, resulting in gradual
credit ratio improvement, including adjusted debt to EBITDA below
8.5x or adjusted EBITDA to cash interest expense comfortably above
2x. To reach these levels, EBITDA would need to improve by around
10%. S&P would also expect a commitment to improve credit ratios
further, most likely through either organic initiatives or
acquisitions.
ADAMS TRACTOR: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Dec. 1, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Adams Tractor &
Landscaping Services, Inc.
About Adams Tractor & Landscaping Services
Adams Tractor & Landscaping Services, Inc., filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-03191) on August 22, 2016.
The Debtor is represented by Thomas C. Adam, Esq., at Adam Law
Group, P.A.
The Debtor is a Florida Corporation in St. Augustine, Florida. The
Debtor's primary business includes the design and installation of
commercial and residential landscapes, excavation, waste and debris
hauling, and related services.
AEROGROW INTERNATIONAL: SMG Exercised Current Outstanding Warrants
------------------------------------------------------------------
AeroGrow International, Inc., announced that SMG Growing Media,
Inc. (SMG), a wholly owned subsidiary of The Scotts Miracle-Gro
Company, exercised all of its outstanding warrants to acquire
common stock of AeroGrow on Nov. 29, 2016.
The warrant exercise generates $47.8 million for AeroGrow, in
exchange for 21.6 million shares in the Company to be issued to
SMG, bringing the total outstanding shares in AeroGrow to
approximately 33.9 million beneficial shares. The warrant exercise
price was established by a formula negotiated during SMG's 2013
purchase of approximately 31% of the Company's common shares.
The Board of Directors of the Company was restructured effective
November 29 to reflect SMG's new ownership position. As part of
these changes, Board member and CEO J. Michael Wolfe, and Board
member Michael S. Barish resigned their Board seats, as of November
29. Mr. Wolfe will remain in his capacity as president and CEO of
the Company. Jack J. Walker and Wayne Harding will remain on the
Board as independent directors. Chris Hagedorn, GM of The
Hawthorne Gardening Company, a wholly-owned subsidiary of
ScottsMiracle-Gro focused primarily on the areas of indoor and
urban gardening, will assume the position of Chairman of the Board,
replacing Mr. Walker who has served in this capacity since 2008.
Two new Board members were appointed effective November 29, Peter
D. Supron and Albert J. Messina. Mr. Supron, an 18-year veteran at
The Scotts Miracle-Gro Company, is currently the chief of staff to
the president and COO of ScottsMiracle-Gro, and has been a
non-voting observer on AeroGrow's Board since 2013. Mr. Messina is
the Finance and Strategy Lead at The Hawthorne Gardening Company
and brings a background in corporate development, strategic
planning and investment banking to the Board.
Of the $47.8 million received by AeroGrow following the exercise of
the warrants:
* The new Board immediately declared a $41 million distribution
($1.21 per share) to shareholders of record on Dec. 20, 2016,
with a payout date for the distribution of Jan. 3, 2017.
* $6.8 million will remain in the Company to fully repay the
working capital loan to Scotts Miracle-Gro, and provide
working capital to fund operations and growth.
"When we first signed our deal with The Scotts Miracle-Gro Company
in April of 2013 I described that as a transformational event for
AeroGrow. That transformation continues now with another red
letter day for our company," said J. Michael Wolfe, president and
CEO of AeroGrow. "We've come a long way over the past three years
-- effectively tripling our business, significantly improving our
bottom line, greatly expanding our distribution and launching a
series of innovative new products.
"The capital generated by the warrant exercise allows us to be
instantly debt-free and provides the working capital to fund our
anticipated growth for the foreseeable future. We'll use that
capital to accelerate the development of several exciting new
products, further expand existing distribution channels, open
significant new markets in North America and in other international
markets, and fund increased advertising media to generate product,
brand and category awareness. In addition, shareholders will
receive a very attractive distribution.
"At this inflection point in AeroGrow's history, I'd like to thank
the many stakeholders in our company who have supported us over a
long period of time. I'd particularly like to acknowledge Chris
Hagedorn, Pete Supron and other key players with The Scotts
Miracle-Gro Company who have been so instrumental in helping with
our turnaround. I'd also like to thank Mike Barish, who invested
in the company early and lent his significant expertise on our
Board of Directors for many years. And I'd like thank our key
retail and online selling partners along with an incredibly
supportive vendor community who have helped our company gain
traction and now begin to thrive. And finally I'd like to
recognize an exceptional team of associates here at AeroGrow who
have worked tirelessly to help build our company.
"In closing, I couldn't be more excited for our future and the
opportunities that this creates for AeroGrow. We stand poised --
and well-funded -- to seize the opportunities created by our highly
innovative and expanding technologies."
Chris Hagedorn, Hawthorne Gardening GM and newly appointed Chairman
of the Board of AeroGrow, stated, "The business has done
exceptionally well since we've been together. We're extremely
pleased with AeroGrow's progress and believe the future is bright.
The increased ownership position strengthens the partnership,
enabling us to continue to build on the AeroGrow platform and align
with SMG in its broader strategy to grow in the hydroponics
space."
About AeroGrow
Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.
Aerogrow reported a net loss attributable to common shareholders of
$1.22 million on $19.61 million of net revenue for the year ended
March 31, 2016, compared to a net loss attributable to common
shareholders of $1.54 million on $17.9 million of net revenue for
the year ended March 31, 2015.
As of Sept. 30, 2016, Aerogrow had $9.38 million in total assets,
$8.04 million in total liabilities and $1.34 million in total
stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of AeroGrow
International, until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
AEROGROW INTERNATIONAL: SMG Growing Reports 81.2% Stake
-------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, SMG Growing Media, Inc. and The Scotts Miracle-Gro
Company disclosed that as of Nov. 29, 2016, they beneficially own
26,663,295 shares of common stock, par value $0.001 per share, of
AeroGrow International, Inc. representing 81.2% of the shares
outstanding.
On Nov. 29, 2016, SMG fully exercised the Warrant resulting in the
issuance of 21,613,342 shares of Common Stock to SMG. As a result
of the full exercise of the Warrant, and pursuant to the terms of
the Certificate of Designations of the Series B Preferred Stock,
the Series B Preferred Stock owned by SMG automatically converted
into 2,649,007 shares of Common Stock. SMG exercised the Warrant
at this time to enhance its control over the Issuer at a price that
it believes represents an attractive investment opportunity.
Following SMG's exercise of the Warrant, Michael S. Barish and Mike
Wolfe resigned from the Board effective on Nov. 29, 2016. On the
same day, the remaining members of the Board appointed Peter D.
Supron and Albert J. Messina to fill the vacancies created by the
resignations. Each of Messrs. Supron and Messina is an employee of
a company affiliated with SMG.
A full-text copy of the regulatory filing is available at:
https://is.gd/JbYjdD
About AeroGrow
Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.
Aerogrow reported a net loss attributable to common shareholders of
$1.22 million on $19.61 million of net revenue for the year ended
March 31, 2016, compared to a net loss attributable to common
shareholders of $1.54 million on $17.9 million of net revenue for
the year ended March 31, 2015.
As of Sept. 30, 2016, Aerogrow had $9.38 million in total assets,
$8.04 million in total liabilities and $1.34 million in total
stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of AeroGrow
International, until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
ALESSI FAMILY: Gets Interim Authority to Use Cash Collateral
------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida authorized The Alessi Family Limited
Partnership to use cash collateral on an interim basis.
Judge Ray acknowledged that the Debtor should be given limited
interim use of cash collateral in order to avoid immediate and
irreparable harm to the Debtor's estate.
The Debtor was authorized to use cash to pay for water, garbage,
electric, gas, insurance, monthly maintenance and repair, and
property management, not to exceed a 10% variance in amount, for
the months of November, 2016 through December, 2016
Judge Ray ordered the balance of the rents received from the
Debtor's real property to be deposited into the Debtor's
debtor-in-possession bank account pending further order of the
Court.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/g3klvN
About The Alessi Family Limited Partnership
The Alessi Family Limited Partnership filed a chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-25093) on November 9, 2016. The
petition was signed by Daniel A. Alessi, general partner. The case
is assigned to Judge John K. Olson. The Debtor is represented by
Brian S. Behar, Esq., at Behar, Gutt & Glazer, P.A. At the time of
the filing, the Debtor had estimated $1 million to $10 million both
assets and liabilities.
ALIANZA TRINITY: U.S. Trustee Forms 3-Member Committee
------------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, on Dec. 2
appointed three creditors of Alianza Trinity Development Group,
LLC, to serve on the official committee of unsecured creditors.
The committee members are:
(1) Mark Pinkston, Esq.
The Van Winkle Law Firm
11 North Market Street
Asheville, NC 28801
Tel: 828-258-2991
Fax: 828-255-0255
Email: MPinkston@vwlawfirm.com
(2) Anita Roberson
136 Ebbtide Drive
North Palm Beach, FL 33408
Tel: 561-319-2215
Fax: 561-845-8549
Email: weezie7@mac.com
(3) Bernard Teillaud
1040 Biscayne Blvd., Suite #2408
Miami, FL 33132
c/o Jean-Charles Bosca
2699 Tigertail Ave. #51
Miami, FL 33133
Tele: 305-733-1199
Fax: 305-669-0126
Email: Jeancharlesbosca@gmail.com
-- and --
c/o Jeffrey Bast, Esq.
Bast Amron, LLP
1 SE Third Ave., Suite #1400
Miami, FL 33131
Email: jeff@bastamron.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Alianza Trinity
Alianza Trinity Development Group, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-24483) on October 27, 2016, and is
represented by Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider + Grossman LLP, in Miami, Florida. At the time of
filing, the Debtor had estimated assets and liabilities of $10
million to $50 million.
The petition was signed by Omar Botero, manager & CEO of Alianza
Holdings, LLC, as managing member of Alianza Trinity Development
Group, LLC.
ALICE LAVERNE WIMBISH: Disclosure Statement Hearing Set for Jan. 11
-------------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland will convene a hearing on Jan. 11, 2017, at 11:00 A.M.
to consider approval of the disclosure statement and accompanying
plan of reorganization filed by Alice Laverne Wimbish on Nov. 18,
2016.
Dec. 26 is fixed as the last day for filing and serving written
objections to the Disclosure Statement.
The Debtor is represented by:
Michael Patrick Coyle
The Coyle Law Group LLC
6700 Alexander Bell Drive
Suite 200
Columbia, MD 21046
The bankruptcy case is Alice Laverne Wimbish, Case No. 16−10861
(BANKR. D. Md.).
ALTEGRITY INC: Court Refuses to Lift Stay Former Truck Driver
-------------------------------------------------------------
Judge Laurie Selber Silverstein of the United States Bankruptcy
Court for the District of Delaware denied the motion filed by
Alfred Barr asking the Court to lift the automatic stay imposed in
the Chapter 11 cases of Altegrity, Inc., and its debtor affiliates,
including, HireRight Solutions Inc.
On February 13, 2013, Barr, a truck driver, filed an amended
complaint to the Occupational Safety and Health Administration
(OSHA), which sought relief against his previous employer, CTL
Transportation, Inc., and HireRight. The amended complaint
generally described a series of actions taken by CTL against Barr,
including a retaliatory firing, false reporting to HireRight and
the failure to correct information. It also included an allegation
of blacklisting by both CTL and HireRight. The Administrative
Review Board recognized that blacklisting, in response to an
employee engaging in protected activity, may be a basis for relief
under the Surface Transportation Assistance Act (STAA).
HireRight objected to being designated a respondent in the STAA
action, but the administrative law judge assigned to the case (ALJ)
rejected HireRight's arguments and approved the addition of
HireRight as a respondent in the action. The ALJ found that
HireRight was a proper respondent based on the language of the
regulations promulgated under the STAA, and also because of
HireRight's "unique position as a consumer reporting agency in the
trucking industry." HireRight also moved for summary judgment,
which the ALJ denied.
When HireRight filed its bankruptcy petition, it notified the ALJ.
The ALJ recognized the applicability of the automatic stay, and
determined, in the interest of judicial economy, to hold the entire
proceeding in abeyance pending the completion of the bankruptcy
case. HireRight later notified the ALJ of the discharge it
received by operation of the confirmation order and section 1141 of
the Bankruptcy Code, and requested that the complaint be dismissed
on that basis. In response, the ALJ issued an Order to Show Cause
why the case should not be dismissed as to HireRight and provided
parties with 30 days in which to respond. Barr sought, and
received, an extension of time to respond to the Order to Show
Cause. He also filed the motion seeking relief so that he may
proceed with litigation.
Judge Silverstein treated Barr's motion as a request for relief
from discharge injunction to proceed with litigation because, as
the confirmation order was entered on August 14, 2015, and
HireRight was granted a discharge, the automatic stay is no longer
in place.
Barr arguments boiled down to two:
-- that he should be permitted to continue with the STAA
action because it is a police or regulatory action
conducted by a governmental agency pursuant to 11 U.S.C.
section 362(b)(4), and as such should go forward; and
-- that he should be granted relief from the discharge
injunction for "cause."
HireRight contended that:
–- as Barr did not file a proof of claim in the bankruptcy
case, Barr is not entitled to any monetary recovery
against HireRight because any debt has been discharged,
therefore no relief should be granted;
-- the STAA action is not a governmental agency's exercise
of its police or regulatory powers, but rather private
litigation being prosecuted by Barr before the ALJ.
HireRight also asked the Court to find that the STAA action should
not go forward because there is no effective relief that Barr can
obtain in that litigation as HireRight is merely a "middleman" who
facilitates background investigations, not the drafter of any
employment history.
Judge Silverstein first concluded that the STAA action does not
fall within the police powers exception of section 362(b)(4)
because Barr is not a governmental unit, and his individual claims
in the STAA action seeking monetary damages are not on behalf of
any governmental unit.
Judge Silverstein, however, declined to deny Barr's motion based on
the argument that HireRight has been improperly kept in the STAA
action or that Barr cannot receive effective relief against
HireRight in the STAA action, because the ALJ has already
considered and rejected both of these arguments in his decisions.
But, Judge Silverstein found that Barr is not entitled to share in
distributions from the estate because Barr did not file a proof of
claim by the bar date. Thus, to the extent that Barr is seeking to
recover on a claim, the judge concluded that there is simply
nothing left for the ALJ to decide in the STAA litigation.
Nevertheless, Judge Silverstein concluded that the ability to
obtain a correction of Barr's DAC Report -- if, indeed, Barr's
assertions are correct -- is not a "claim" that was discharged in
the HireRight bankruptcy case.
A full-text copy of Judge Silverstein's November 28, 2016
memorandum is available at
http://bankrupt.com/misc/deb15-10226-1290.pdf
About Altegrity Inc.
Altegrity Inc. provides background investigations for the U.S.
government; employment background and mortgage screening for
commercial customers; technology-driven legal services and software
for data management; and investigative, analytic, consulting, due
diligence, and security services. Altegrity is principally owned
by investment funds affiliated with Providence Equity Partners.
Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy
petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015.
Jeffrey S. Campbell signed the petitions as president and chief
financial officer. The Debtors disclosed total assets of $1.7
billion and total liabilities of $2.1 billion as of June 30, 2014.
M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens,
Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel.
Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the
Debtors' Delaware and conflicts counsel. Stephen Goldstein and
Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment
bankers. Kevin M. McShea and Carrianne J. M. Basler, at
Alixpartners LLP serve as the Debtors' restructuring advisors.
Prime Clerk LLC is the Debtors' claims and noticing agent.
PricewaterhouseCoopers LLP serves as the Debtors' independent
auditors.
The Bankruptcy Court has scheduled for May 5, 2015, the hearing to
consider the approval of the disclosure statement explaining the
Debtor's plan, which proposes to liquidate the US Investigations
Services. Land Line relates that USIS lost key federal background
check contracts.
The U.S. Trustee for Region 3 appointed six creditors to serve on
the official committee of unsecured creditors. The Creditors'
Committee retained Wilmer Cutler Pickering Hale & Dorr LLP, as
lead counsel, and Bayard, P.A., as Delaware co-counsel.
* * *
As reported in the April 1, 2015 edition of the Troubled Company
Reporter, the Debtors filed a Joint Chapter 11 Plan and
accompanying disclosure statement that will delever the Company by
approximately $700 million, or 40% of the Debtors' outstanding
debt.
The Plan provides for a 2.2% estimated recovery of allowed general
unsecured claims, which total approximately $82,510,532. Holders
of Secured Third Lien Notes Claims are poised to recover 7.7% of
their estimated $66,304,133 total amount of claims. Holders of
Secured Second Lien Notes Claims are poised to recover 48.4% of
their estimated $519,265,011 total amount of claims.
A full-text copy of the Disclosure Statement dated May 16, 2015,
is available at http://bankrupt.com/misc/ALTEGRITYds0516.pdf
Judge Silverstein on Aug. 14, 2015, issued findings of fact,
conclusions of law, and order confirming Altegrity, Inc., et al.'s
Joint Plan of Reorganization.
APOLLO MEDICAL: AMM Agrees to Lend MMG $2 Million
-------------------------------------------------
Apollo Medical Management, Inc., a wholly-owned subsidiary of
Apollo Medical Holdings, Inc., entered into an intercompany
revolving loan agreement with Maverick Medical Group, Inc., another
affiliate of the Company, pursuant to which AMM has agreed to lend
MMG up to $2,000,000 in one or more advances that MMG may request
from time to time during the term of the Loan Agreement. Interest
on outstanding Advance will accrue interest at a rate equal to the
greater of 10% per annum or the LIBOR rate then in effect, and is
payable monthly on the first business day of each month.
In an Event of Default (as defined in the Loan Agreement), interest
on Advances will accrue interest at a default rate equal to 3% per
annum above the interest rate then in effect. Additionally, in an
Event of Default, MMG may, among other things, accelerate all
payments due under the Loan Agreement.
The Loan Agreement also contains other provisions typical of an
agreement of this nature, including without limitation,
representation and warranties, a right of set-off and governing
law.
The Loan Agreement replaces substantially similar loan agreements
between the parties (other than with respect to the Commitment
Amount), including without limitation that certain Intercompany
Revolving Loan Agreement dated as of Feb. 1, 2013, that certain
Amendment No. l to Intercompany Revolving Loan Agreement dated as
of March 28, 2014, that certain Intercompany Revolving Loan
Agreement dated as of June 27, 2014, and that certain Amendment No.
2 to Intercompany Revolving Loan Agreement dated as of
March 30, 2016, all of which were terminated.
The Loan Agreement was entered into in response to a request of the
California Department of Managed Health Care, in order to comply
with DMHC requirements in connection with its review of a pending
Corrective Action Plan for MMG.
Also on Nov. 22, 2016, and also at the request of the DMHC in
connection with its review of the pending CAP for MMG, AMM and MMG
entered into a Subordination Agreement, pursuant to which AMM has
agreed to irrevocably and fully subordinate its right to repayment
of Advances, together with interest thereon, under the Loan
Agreement, to all other present and future creditors of MMG.
AMM also agreed that the payment by MMG of principal and interest
of Advances under the Loan Agreement will be suspended and will not
mature when, excluding the liability of MMG to pay AMM principal
and interest under the Loan Agreement, if after giving effect to
the payment, MMG would not be in compliance with the financial
solvency requirements, as defined in and calculated under the
Knox-Keene Health Care Service Plan Act of 1975, as amended, and
the rules promulgated thereunder.
AMM further agreed that, in the event of the liquidation or
dissolution of MMG, the payment by MMG of principal and interest to
AMM under the Loan Agreement shall be fully subordinated and
subject to the prior payment or provision for payment in full of
all claims of all other present and future creditors of MMG.
Upon the written consent of the director of the DMHC, all previous
subordination agreements between AMM and MMG, including without
limitation that certain Subordination Agreement dated June 27, 2014
between AMM and MMG and that certain Amended and Restated
Subordination Agreement between AMM and MMG dated as of March, 30,
2016, will be terminated. Once consented to by the director of the
DMHC and executed by the parties, the Subordination Agreement may
not be cancelled, terminated, rescinded or amended by mutual
consent or otherwise, without the prior written consent of the
director of the DMHC.
On Nov. 22, 2016, at the request of the DMHC in connection with its
review of the pending CAP for MMG, AMM and MMG terminated that
certain Intercompany Revolving Loan Agreement dated as of Feb. 1,
2013, that certain Amendment No. l to Intercompany Revolving Loan
Agreement dated as of March 28, 2014, that certain Intercompany
Revolving Loan Agreement dated as of June 27, 2014, and that
certain Amendment No. 2 to Intercompany Revolving Loan Agreement
dated as of March 30, 2016.
Upon the written consent of the director of the DMHC, all previous
subordination agreements between AMM and MMG, including without
limitation that certain Subordination Agreement dated June 27, 2014
between AMM and MMG and that certain Amended and Restated
Subordination Agreement between AMM and MMG dated as of March, 30,
2016, will be terminated. That consent is pending.
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc. (OTCMKTS:AMEH)
-- http://www.apollomed.net/-- provides hospitalist services in
the Greater Los Angeles, California area.
Apollo Medical reported a net loss of $9.34 million on $44.0
million of net revenues for the year ended March 31, 2016, compared
with a net loss of $1.80 million on $33.0 million of net revenues
for the year ended March 31, 2015.
As of Sept. 30, 2016, Apollo Medical had $14.95 million in total
assets, $9.15 million in total liabilities, $7.07 million in
mezzanine equity, and a total stockholders' deficit of $1.28
million.
ARGITAKOS LLC: Seeks to Hire US Homes Realty as Realtor
-------------------------------------------------------
Argitakos, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Connecticut to hire a realtor.
The Debtor proposes to hire US Homes Realty, LLC to market its
property in Hartford, Connecticut, for sale or lease. The firm
will receive a commission of 6% of the sale price of the property.
Luis Velasquez, a listing agent employed with US Homes Realty,
disclosed in a court filing that his firm does not represent any
interest adverse to the Debtor or any of its creditors.
The firm can be reached through:
Luis Velasquez
US Homes Realty, LLC
1077 Silas Dane Highway, Suite 140
Wethersfield, CT 06109
About Argitakos LLC
Argitakos, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Conn. Case No. 16-20851) on May 27, 2016. The petition was signed
by Argiris Argitakos, member.
The Debtor is represented by Matthew K. Beatman, Esq., at Zeisler &
Zeisler, P.C.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
ARNALDO GONZALEZ BERRIOS: Unsecureds to Recover 2% Under Plan
-------------------------------------------------------------
Arnaldo Gonzalez Berrios and Reinelia Vega Vega filed with the U.S.
Bankruptcy Court of Puerto Rico a disclosure statement and their
proposed plan of reorganization, dated Nov. 4, 2016, which propose
to pay Class 9 - General Unsecured Creditors two percent of their
claims.
Upon confirmation of the plan, the Debtors will have sufficient
funds to make payments then due under this Plan. The funds will be
obtained from Debtors' income from employment.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb15-08167-11-88.pdf
The Debtors are represented by:
Gerardo L. Santiago Puig, Esq.
GSP LAW PSC
Doral Bank Plaza, Ste. 801
33 Resolucion St.
San Juan, PR 00920
Tel: 787-777-8000
Fax: 787-767-7107
gsantiagopuig@gmail.com
Arnaldo Gonzalez Berrios and Reinelia Vega Vega filed for Chapter
11 bankruptcy protection (Bankr. D.P.R. Case No. 15-08167) on Oct.
19, 2015.
ASCENT GROUP: Dec. 7 Hearing to Determine PCO Appointment Set
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas sets a
hearing on December 7, 2016, to determine the issue of whether or
not a patient care ombudsman will be appointed for Ascent Group,
LLC.
Pursuant to 11 U.S.C. Sec. 333(a)(1), the Court will order the
appointment of a patient care ombudsman within 30 days after the
commencement of the case, unless the Court finds that the
appointment of such ombudsman is not necessary for the protection
of patients under the specific facts of the case.
About Ascent Group
Ascent Group, LLC d/b/a Physicians ER Oak Lawn filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 16-34436), on November 14,
2016. The petition was signed by Karen Kuo, member. The case is
assigned to Judge Stacey G. Jernigan. The Debtor is represented by
Marcus Alan Helt, Esq., Gardere Wynne Sewell LLP. At the time of
filing, the Debtor had estimated $1 million to $10 million in both
assets and liabilities.
AVSC HOLDING: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed AVSC Holding Corp.'s ("AVSC,"
dba PSAV) B2 Corporate Family Rating (CFR) and B2-PD Probability of
Default Rating following the company's announcement that it plans
to upsize its senior secured first lien term loan by $80 million to
fund a distribution to its equity holders. In connection with this
action, Moody's also affirmed the B1 rating on the existing
revolving credit facility and the upsized senior secured first lien
term loan, as well as the Caa1 rating on the senior secured second
lien term loan. The rating outlook remains negative.
Pricing and other terms and conditions are expected to remain
substantially unchanged from the existing first lien credit
agreement. In addition, the company plans to fund the purchase
price of Southern Audio Visual ("SAV"), a regional outsourced
provider of audiovisual equipment primarily in the Southeast U.S.,
with balance sheet cash.
The affirmation of a B2 CFR and negative outlook reflects AVSC's
high debt-to-EBITDA leverage, estimated at around 5.3 times
(including SAV acquisition EBITDA) as of September 30, 2016,
aggressive financial policy, low operating margin and its
significant exposure to cyclical business travel. The increase in
debt to fund a second dividend to its equity holders since the 2014
leveraged buyout by Goldman and Olympus (which represents the
sponsors' almost all their original investment), while pursuing
tuck-in acquisition is aggressive and credit negative as it raises
the risk that debt-to-EBITDA leverage will remain high at a level
above 5.0 times over the next 12 months. However, the company has a
proven track record of deleveraging through earnings, and Moody's
expects the company to reduce its debt-to-EBITDA below 5.0 times
over the next 12-18 months, absent subsequent dividend payments.
The affirmation of B2 CFR is also supported by Moody's expectation
that the company's liquidity profile will remain good in the near
term.
Moody's took the following rating action on AVSC Holding Corp.:
-- Corporate Family Rating, affirmed at B2
-- Probability of Default Rating, affirmed at B2-PD
-- $100 million senior secured revolving credit facility due
2021, affirmed at B1 (LGD3)
-- $704 million (to be upsized to $784 million) senior secured
first lien term loan due 2021, affirmed at B1 (LGD3)
-- $180 million senior secured second lien term loan due 2022,
affirmed at Caa1 (LGD5 from LGD6)
-- outlook is negative
RATINGS RATIONALE
AVSC's B2 CFR reflects the company's high pro forma leverage,
aggressive financial policy and weak operating margins. In Moody's
view, debt leverage is high in the context of the company's
cyclical business and high levels of upfront cash investments
needed to acquire and retain customers. Key mitigating factors
supporting the B2 rating are the company's solid history of
operating performance, its formidable market position in the U.S.
high-end hotel meeting space, successful integration of past
acquisitions and Moody's expectation for stable earnings growth
over the next 12-18 months driven by good demand for outsourced
audio visual meeting and event services. Moody's also assumes that
the operating environment will remain favorable, including moderate
growth in the U.S. economy. Because AVSC's revenue and earnings are
exposed to cyclical downturns, the assumption of economic growth
over the next 12-24 months is an important credit consideration as
it should allow the company to manage through a period of
temporarily elevated leverage. Liquidity is expected to be good
during the next 12 months supported by Moody's projection for
positive annual free cash flow of $50-60 million and access to the
company's undrawn $100 million revolving credit facility, somewhat
offset by limited open cash balances pro forma for the transaction
and a moderate degree of seasonality of cash flows.
The negative rating outlook reflects concerns that the company will
not be able to generate earnings sufficient to substantially
de-lever its capital structure over the next 12-18 months, and that
the company's financial policies might not support sustained
de-leveraging.
The ratings outlook could be revised to stable if the company
demonstrates good revenue growth and operating margin stability,
generates meaningful free cash flow and maintains financial
policies that sustain debt-to-EBITDA below 5.0 times.
The ratings could be downgraded if the company fails to generate
meaningful free cash flow, revenues decline, liquidity weakens, or
margin compression or an increase in debt cause debt-to-EBITDA to
be sustained over 5 times.
The ratings could be upgraded if AVSC reduces debt such that
debt-to-EBITDA leverage and free cash flow to debt are expected to
be sustained below 4.0 times and above 8%, respectively, in a
downturn. AVSC would also need to maintain sufficient liquidity to
manage through periods of cyclical earnings pressure.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
AVSC Holding Corp. ("AVSC"), operating under the brand name PSAV,
is an international provider of audio visual equipment and event
technology support within the hotel, resort and conference center
industry. The company generated revenues of $1.6 billion for the
twelve months ended September 30, 2016. The company has been owned
by Goldman Sachs affiliate Broad Street Principal Investments and
Olympus Partners since January 24, 2014.
BAILEY TOOL: Can Continue Using Cash Collateral Until January 13
----------------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas issued a Supplement to her Final Order
authorizing Bailey Tool & Manufacturing Co. and affiliated Debtors
to use cash collateral.
The Debtors were authorized to use Cash Collateral to pay the
expenses detailed in the approved Budget for the period from
October 15, 2016 up to and including January 13, 2017, subject to
the Budget variance in an amount not exceeding 10% of the total
expenses.
Comerica Bank and Republic Business Credit, were granted:
(a) automatically perfected liens on all property currently
owned or later acquired by the Debtors, subject only to lien
avoidance rights and the lien of Sterling Commercial Credit, LLC;
and
(b) superpriority administrative claims, junior only to the
superpriority claim against the Debtors in favor of Sterling
Commercial, as the DIP Lender.
Comerica Bank will also receive adequate protection payments of
$15,000 per month, which will be applied to principal in the event
Comerica is determined to be undersecured.
Judge Houser directed the Debtors to maintain adequate insurance
coverage on the Pre-Petition Collateral and the Collateral, and
promptly deliver to Comerica Bank proof that the Pre-Petition
Collateral and the Collateral are adequately insured against risk
of loss and that Comerica is named as mortgagee, loss payee, and/or
additional insured.
Judge Houser further directed the Debtors to provide the Committee,
Republic Business and Comerica Bank with weekly cash reconciliation
reports and sales reconciliation reports, that reconcile:
(a) the projected income and budgeted expenses in the Budget
or Subsequent Budgets against the actual receipts and disbursements
made by the Debtors for the week, and
(b) the actual sales made by the Debtors for that week versus
the sales assumptions used in the Budget or Subsequent Budgets,
respectively.
The Debtors use of cash collateral will immediately cease upon the
occurrence of any of these events:
(a) The Debtors violate any other term of the Order or the
Final Order which is not cured within 3 business days after written
notice to Debtors' counsel;
(b) The Debtors' actual expenditures exceed the amounts set
forth in the line items to the Budget or Subsequent Budgets by more
than the Permitted Variance, and Comerica Bank did not previously
consent in writing to such variation from the Budget or Subsequent
Budgets, or did not subsequently waive such unauthorized use of
Cash Collateral;
(c) The entry of an order:
(i) converting any of the Debtors' bankruptcy cases to
a case under Chapter 7 of the Bankruptcy Code;
(ii) dismissing any of the Debtors' bankruptcy cases;
(iii) reversing, vacating, or otherwise amending,
supplementing, or modifying this Order or the Final Order;
(iv) the termination or modification of the automatic
stay for any creditor other than Comerica asserting a lien in the
Collateral; or
(v) invalidating, subordinating, or otherwise
sustaining any challenge to the Pre-Petition Liens, the Adequate
Protection Liens, or the Superpriority Claims granted to Comerica
hereunder.
(d) The Debtors failed to make an adequate protection payment
to Comerica Bank.
Judge Houser further directed the Debtors to diligently pursue the
sale of BTM's Duncanville, Texas real estate, including their
motion to sell such property, with the net proceeds from the sale
of the Duncanville Building paid to Comerica Bank at closing.
A full-text copy of the Second Supplement to Final Cash Collateral
Order, dated November 29, 2016, is available at
https://is.gd/Hr95mG
About Bailey Tool & Manufacturing Co.
On February 1, 2016, Bailey Tool & Manufacturing Company and its
affiliated debtors filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 16-30503) and is represented by Melissa S. Hayward,
Esq., at Franklin Hayward LLP in Dallas, Texas. The cases are
assigned to Judge Barbara J. Houser. The petition was signed by
John Buttles, president. The Debtors estimated both assets and
liabilities in the range of $1 million to $10 million.
BASKET ORIGINALS: Dec. 14 Disclosure Statement Hearing
------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico issued an order conditionally approving the
disclosure statement and plan of reorganization filed by Basket
Originals Inc. on Nov. 2, 2016.
The hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan and of such
objections as may be made to either will be held on Dec. 14, 2016
at 09:00 A.M. at the U.S. Bankruptcy Court, José V. Toledo U.S.
Post Office and Courthouse Building, 300 Recinto Sur Street,
Courtroom 3, Third Floor, San Juan, Puerto Rico.
That acceptances or rejections of the Plan may be filed in writing
by the holders of all claims on/or before 14 days prior to the date
of the hearing on confirmation of the Plan.
That any objection to the final approval of the Disclosure
Statement and/or the confirmation of the Plan shall be filed on/or
before 14 days prior to the date of the hearing on confirmation of
the Plan.
As reported by The Troubled Company Reporter, Class 2 General
Unsecured Creditors under the plan will receive a total repayment
of 10.5% of their claimed or listed debt which equals $18,000 to be
paid pro rata to all allowed claimants under this class.
The source of payments proposed under the Plan will come from the
continuation of the business operation of the Debtors'
restaurant/cafeteria and gourmet basket sales.
The Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-01932-63.pdf
About Basket Originals
Basket Originals Inc. started as a restaurant, gourmet
deli/ cafeteria and a store in which people cold buy or order
custom baskets filled with gourmet food, delicatessen, and send
these basket as gifts. The store is located in the place that
it
originally started in Such Ville, Guaynabo.
Basket Originals filed for Chapter 11 bankruptcy protection
(Bankr. D.P.R. Case No. 16-01932) on March 11, 2016, estimating
its assets at up to $50,000 and its liabilities at between
$100,001 and $500,000. Homel Antonio Mercado Justiniano, Esq.,
at
Justiniano & Mercado Law Office serves as the Debtor's bankruptcy
counsel.
BCDG LP: Authorized to Use Citizens Bank Cash Through Dec. 15
-------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa authorized BCDG, LP, to use cash
collateral, pursuant to the Debtor's Stipulation with Citizens
Bank, N.A.
The Debtor is indebted to Citizens Bank in the principal amount of
$3,777,561, interest at $56,735, and late charges at $12,596,
pursuant to a Promissory Note. The Debtor is also indebted to
Citizens Bank in the principal amount of $2,329,052, interest at
$35,075, and late charges at $5,748, pursuant to an obligation made
by Brown Customer Delight Group, Inc. to Citizens Bank, which the
Debtor guaranteed.
Citizens Bank has a valid, perfected, and unavoidable first
priority security interest in the Debtor's personal property.
The relevant terms of the Stipulation, among others, are:
(1) Use of Cash Collateral: The Debtor may use Citizens
Bank's cash and non-cash collateral solely to pay its ordinary and
necessary business expenses, in the maximum amount of $425,000.
(2) Adequate Protection:
(a) Retroactive to the Petition Date, Citizens Bank is
granted a post-petition security interest to the extent of any
diminution in the value of its cash and non-cash collateral in and
upon all the Debtor's post-petition assets.
(b) Beginning November 28, 2016, the Debtor will make
monthly adequate payments in the amount of $91,900.
(c) The Debtor will maintain all necessary insurance and
obtain such additional insurance in an amount as is appropriate for
the business in which the Debtor is engaged.
(3) Termination: The Debtor's right to use its assets, sell
its inventory, and use Citizens Bank's cash and non-cash collateral
will terminate on the earliest of:
(a) Dec. 1, 2016;
(b) The Debtor's failure to maintain all necessary
insurance;
(c) The Debtor's failure to obtain an order authorizing
it to engage a financial advisor acceptable to Citizens Bank on or
before November 29, 2016; or
(d) At Citizens Bank's option, upon the occurrence of any
Termination Event.
(4) Termination Events: The occurrence of any one or more of
the following will constitute a termination event:
(a) The material breach by the Debtor of any of the
terms, conditions, or covenants of the Stipulation, which is not
cured to the reasonable satisfaction of Citizens Bank, within three
business days of receipt by the Debtor of written notice of such
breach from Citizens Bank;
(b) If the Debtor conducts any sale of its assets the
ordinary course of its business;
(c) The appointment of a Trustee for the Debtor pursuant
to Section 1104 of the Bankruptcy Code;
(d) The conversion of the Case to a case under Chapter 7
of the Bankruptcy Code;
(e) The dismissal of the Case;
(f) The appointment of an examiner with any of the powers
of a Trustee for the Debtor; or
(g) The allowance of a Motion for Relief from the
Automatic Stay allowing a creditor of the Debtor to foreclose upon
any material asset of the Debtor.
The approved four-week Budget covers the period beginning November
18, 2016 and ending December 15, 2016. The Budget projects total
utilities at $55,000, total insurance payments at $10,500, payroll
at $230,000, food and beverage at $294,000, potential maintenance
and repair expenses at $40,000, operations expenses at $4,000, and
adequate protection payments at $91,900.
A full-text copy of the Stipulated Order, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/BCDGLP2016_1602263als11_32.pdf
Citizens Bank, N.A. can be reached at:
Gregory R. D. Clark
Executive Vice President
CITIZENS BANK, N.A.
Mail Stop: MCD 110
45 Dan Road
Canton, MA 02021
E-mail: gregory.clark@citizensbank.com
Citizens Bank, N.A. is represented by:
Jeffrey D. Ganz, Esq.
RIEMER & BRAUNSTEIN LLP
Three Center Plaza
Boston, MA 02108
E-mail: jganz@riemerlaw.com
About BCDG, LP
BCDG, LP d/b/a McDonald's, filed a chapter 11 petition (Bankr. S.D.
Iowa Case No. 16-02263) on Nov. 18, 2016. The petition was signed
by Brown Customer Delight Group, Inc., general partner. The Debtor
is represented by Jeffrey D. Goetz, Esq., Chet A. Mellema, Esq.,
and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave PC. The Debtor disclosed total assets at $6.70 million
and total liabilities at $15.62 million.
BCDG LP: Can Use RBS Citizens Cash Collateral Through December 22
-----------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa approved the Stipulation, between BCDG,
LP, Citizens Bank, N.A., formerly known as RBS Citizens, National
Association, and the Iowa Department of Revenue, authorizing the
Debtor to use cash collateral.
The Debtor was authorized to use RBS Citizens' cash collateral on
an interim basis solely to pay its ordinary and necessary business
expenses as set forth on the approved Budget, through the week
ending December 22, 2016.
The Debtor acknowledges its indebtedness to RBS Citizens, which
consists of:
(a) a certain Master Loan and Security Agreement;
(b) a certain Secured Promissory Note in the original
principal amount of $6,724,109. As November 14, 2016, $3,846,891
is owed under the Note.
(c) a certain Continuing and Unconditional Guaranty, pursuant
to which, among other things, the Debtor guaranteed all obligations
of Brown Customer Delight Group, Inc. to RBS Citizens, including,
without limitation, all obligations under that certain Secured
Promissory Note made by Brown Customer Delight Group, Inc. payable
to RBS Citizens in the original principal amount of $2,552,994. As
November 14, 2016 $2,369,875 is owed under the Guaranty.
RBS Citizens asserted that the obligations of the Debtor pursuant
to the Loan Documents are secured by a perfected security interest
in and to the Debtor's personal property including, without
limitation, all accounts, chattel paper, inventory, fixtures,
general intangibles, goods, equipment, patents, and trademarks.
RBS Citizens was granted a post-petition security interest to the
extent of any diminution in the value of its cash and non-cash
Collateral in and upon all of the Debtor's post-petition assets, as
well as all products and proceeds thereof.
To the extent that the use of the RBS Citizens' Collateral results
in diminution of RBS Citizens' interest in such Collateral as of
the Petition Date in excess of the value of the Adequate Protection
Liens, RBS Citizens was granted a claim which will have priority
over all other claims entitled to priority, with the sole exception
of quarterly fees due to the U.S. Trustee.
The Debtor was required to maintain all necessary insurance as may
be currently in effect, and obtain such additional insurance in an
amount as is appropriate for the business in which the Debtor is
engaged. The Debtor was also required to timely provide RBS
Citizens with evidence that RBS Citizens is listed as an additional
insured/loss payee on all such existing policies and all renewals
and replacements of such policies.
In addition, the Debtor was directed to make adequate protection
payments to RBS Citizens in the amount of $91,900 beginning
November 28, 2016, and to engage a financial advisor, on or before
November 29, 2016, acceptable to RBS Citizens, to assist the Debtor
in providing the Financial Reporting discussed.
The Debtor's right to use its assets, sell its inventory, and use
RBS Citizens' cash and non-cash Collateral will terminate upon the
earliest of:
(a) December 22, 2016;
(b) The Debtor's failure to maintain all necessary insurance
as required by the Order;
(c) The Debtor's failure to obtain an order authorizing it to
engage a financial advisor acceptable to RBS Citizens on or before
November 29, 2016; or
(d) At RBS Citizens' option, upon the occurrence of any
Termination Event.
A full-text copy of the Second Stipulated Order, dated December 1,
2016, is available at https://is.gd/zDFMXS
RBS Citizens can be reached through:
Gregory R. D. Clark
Executive Vice President
Citizens Bank, N.A.
Mail Stop: MCD 110
45 Dan Road
Canton MA 02021
Email: gregory.clark@citizensbank.com
-- and --
Jeffrey D. Ganz, Esq.
Riemer & Braunstein LLP
Three Center Plaza
Boston, Massachusetts 02108
Email: jganz@riemerlaw.com
About BCDG, LP
BCDG, LP d/b/a McDonald's filed a chapter 11 petition (Bankr. S.D.
Iowa Case No. 16-02263) on Nov. 18, 2016. The petition was signed
by Brown Customer Delight Group, Inc., general partner. The case
is assigned to Judge Anita L. Shodeen. At the time of filing, the
Debtor disclosed total assets at $6.70 million and total
liabilities at $15.62 million. The Debtor is represented by
Jeffrey D. Goetz, Esq., Chet A. Mellema, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC.
BEEBE DIVERSIFIED: Wants to Continue Using Cash Through March 31
----------------------------------------------------------------
Beebe Diversified Limited Partnership seeks authority from the U.S.
Bankruptcy Court for the Eastern District of California to continue
to use cash collateral from January 1, 2017 through March 31,
2017.
The Debtor relates that it is engaged in the business of
construction contracting, primarily for commercial, industrial, and
public work projects, local city and county street projects, and
underground municipal utility projects. The Debtor further relates
that as of Petition Date, the Debtor has been working on a number
of construction projects, and has opened a DIP account for the
purpose of holding funds collected from its outstanding
receivables.
The Debtor identifies Operating Engineers' Health and Welfare Trust
Fund for Northern California and its related entities to have a
judgment lien against the Debtor, encumbering its cash and
receivables. The Debtor relates that there are other liens
consisting of purchase-money security interests in certain of the
Debtor's equipment and proceeds thereof.
The Debtor tells the Court that since the later part of October
2016, it had already started to wind up its business operations,
will seek to wind up work on two existing projects by the end of
December 2016, and will cease work on a third at a point that will
minimize the costs of completion by another subcontractor.
The Debtor asserts that it is imperative that it be allowed to
continue to use cash collateral to help assure the orderly winding
up of the Debtor's business, specifically complete existing
projects, collect related accounts receivable, but not to obtain
new contracts for future work. The Debtor intends to use cash
collateral to pay expenses to wind up business and to protect its
property, which include ongoing wages to employees, related
benefits ana payroll taxes, rent insurance premiums, and similar
expenses. The Debtor contends that the use of the cash collateral
for such purposes, and requiring the Debtor to maintain cash
collateral after the payment of expenses, will adequately protect
Operating Engineers' Health and Welfare Trust Fund's interest.
A full-text copy of the Debtor's Motion, dated November 29, 2016,
is available at https://is.gd/YqGyDM
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
Tracy Hope Davis, the U.S. Trustee for Region 17, on Oct. 5
appointed three creditors of Beebe Diversified Limited Partnership
to serve on the official committee of unsecured creditors. The
Committee retain Hughes Law Corporation as counsel.
BENJAMIN AND BENT: Court Allows Use of BB&T Cash on Interim Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Benjamin and Bent Enterprises, LLC, to use Branch
Banking & Trust Company's cash collateral on an interim basis.
Branch Banking asserts a claim of approximately $412,573 as of Oct.
25, 2016, secured by a lien on the inventory and accounts of
Debtor, including postpetition cash collateral.
The Court acknowledged that the funds from the Debtor's limited use
of Cash Collateral is necessary:
(a) for the continued operations of Debtor’s business;
(b) to enable the Debtor to promulgate, propose, confirm and
consummate a Plan of Reorganization;
(c) to protect and preserve the estate and the interests of
the creditors of the estate;
(d) proceed with the Chapter 11 case; and
(e) continue to operate the business of Debtor.
The approved Budget provided for the total expenses in the amount
of $18,430 for the week ending Dec. 30, 2016, $45,575 for the week
ending Jan. 6, 2017; $54,925 for the week ending Jan. 13, 2017;
$46,105 for the week ending Jan. 20, 2017; and $53,763 for the week
ending Jan. 27, 2017.
Branch Banking is granted:
(a) continuing liens and security interests in all of Branch
Banking's prepetition collateral;
(b) postpetition replacement lien and security interest in
all collateral generated after the Petition Date in accordance with
Branch Banking's prepetition security interest, to the same extent
and priority as their prepetition liens in and to the Collateral
and only to the extent of diminution in the prepetition collateral;
and
(c) monthly adequate protection payments of $2,000, beginning
on Nov. 30, 2016.
The Debtor's authority to use cash collateral will terminate upon
the occurrence of one or more of the following events:
(1) The entry of an Order converting the case to a case under
Chapter 7 of the Bankruptcy Code or appointing a Chapter 7 trustee
or examiner; or
(2) A default by the Debtor under the terms of the Court's
Interim Order or Final
Order; or
(3) The expiration of the authorized use of Cash Collateral as
contained in the Court's Interim Order without further agreement of
the parties.
A final hearing on the Debtor's use of cash collateral is scheduled
on Jan. 18, 2017 at 10:30 a.m.
A full-text copy of the Interim Order, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/BenjaminandBent2016_1605349jw_21.pdf
About Benjamin and Bent Enterprises
Benjamin and Bent Enterprises, LLC, d/b/a Rick Bent Flooring, filed
a Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on Oct.
25, 2016. The petition was signed by Louis Benjamin, president.
The case is assigned to Judge John E. Waites. The Debtor's counsel
is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C. At
the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.
BENJAMIN AND BENT: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on Dec. 1, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Benjamin and Bent
Enterprises, LLC.
About Benjamin and Bent Enterprises
Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring filed a
Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on Oct. 25,
2016. The petition was signed by Louis Benjamin, president. The
case is assigned to Judge John E. Waites. The Debtor's counsel is
Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C. At the
time of filing, the Debtor estimated assets at $100,000 to $500,000
and liabilities at $1 million to $10 million.
A copy of the Debtor's list of 13 unsecured creditors is available
for free at http://bankrupt.com/misc/scb16-05349.pdf
BIG APPLE CIRCUS: Dec. 6 Meeting Set to Form Creditors' Panel
-------------------------------------------------------------
William K. Harrington, Acting United States Trustee for Region 2,
will hold an organizational meeting on Dec. 6, 2016, at 11:00 a.m.
in the bankruptcy case of The Big Apple Circus, Ltd.
The meeting will be held at:
United States Bankruptcy Court
One Bowling Green, Room 511
New York, NY 10004
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About The Big Apple Circus, Ltd.
The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was
signed by Will Maitland Weiss, executive director. The Debtor is
represented by Natasha M. Labovitz, Esq. and Christopher Updike,
Esq., at Debevoise & Plimpton LLP. The Debtor estimated assets
and
liabilities at $1 million to $10 million at the time of the
filing.
BILL BARRETT: Presented at Bank of America Finance Conference
-------------------------------------------------------------
William M. Crawford, senior vice president - treasury and finance,
presented at the Bank of America Merrill Lynch 2016 Leveraged
Finance Conference on Tuesday, Nov. 29, 2016. The event was not
webcast. An updated investor presentation was posted on the
Company's website at www.billbarrettcorp.com by 5:00 a.m. Mountain
time on Tuesday, Nov. 29, 2016.
About Bill Barrett
Bill Barrett Corporation is an independent energy company that
develops, acquires and explores for oil and natural gas resources.
All of the Company's assets and operations are located in the Rocky
Mountain region of the United States.
Bill Barrett reported a net loss of $488 million in 2015 following
net income of $15.08 million in 2014.
As of Sept. 30, 2016, Bill Barrett had $1.33 billion in total
assets, $826.4 million in total liabilities and $509.2 million in
total stockholders' equity.
* * *
As reported by the TCR on June 10, 2016, Moody's Investors Service
affirmed Bill Barrett Corporation's (Bill Barrett) Caa2 Corporate
Family Rating (CFR) and revised the Probability of Default Rating
(PDR) to 'Caa2-PD/LD' from 'Caa2-PD.' "Bill Barrett's debt for
equity exchange achieved some reduction in its overall debt burden,
but the company's cash flow and leverage metrics continue to remain
challenged as its hedges roll off in 2017," commented Amol Joshi,
Moody's vice president.
As reported by the TCR on June 13, 2016, S&P Global Ratings raised
the corporate credit rating on Denver-based oil and gas exploration
and production company Bill Barrett Corp. to 'B-' from 'SD'. The
rating outlook is negative. "The upgrade reflects our reassessment
of the company's corporate credit rating following the
debt-for-equity exchange of its 7.625% senior unsecured notes due
2019, and also reflects our expectation that there will be no
further distressed exchanges over the next 12 months," said S&P
Global Ratings credit analyst Kevin Kwok.
BOULAYE MARINE: Dec. 21 Disclosure Statement Hearing
----------------------------------------------------
Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana will convene a hearing on Dec. 21,
2016 at 10:30 A.M. to consider the approval of Boulaye Marine
Towing, LLC's disclosure statement filed on Nov. 21, 2016.
Dec. 14, 2016 is fixed as the last day for filing written
objections to said Disclosure Statement and for serving same in
accordance with Bankruptcy Rule 3017(a).
About Boulaye Marine Towing, LLC.
Boulaye Marine Towing, LLC filed a chapter 11 petition (Bankr. E.D.
La. Case No. 16-11392) on June 15, 2016. The petition was signed
by Patrick T. McNeill, managing member. The Debtor is represented
by Markus E. Gerdes, Esq., at Gerdes Law Firm, LLC. The Debtor
estimated assets and liabilities at $500,001 to $1 million at the
time of the filing.
BRADLEY T. LOTT: Unsecureds To Get Quarterly Payments for 5 Years
-----------------------------------------------------------------
Bradley T. Lott filed a with the U.S. Bankruptcy Court for the
Eastern District of Michigan a second plan of reorganization and
accompanying disclosure statement.
Class III consists of the holders of allowed unsecured claims.
Neither pre-confirmation interest nor post-confirmation interest on
allowed Class III Claims will be paid. This class is impaired.
A Creditor in this class will receive a pro rata distribution
incident to its allowed general unsecured claim based on four
payments each year by the Debtor of $15,000 for five years. The
quarterly payments will be due on April 30, July 31, Oct. 31 and
Jan. 31 for each of the five years. The first payment will be due
on or before Jan. 31, 2017. The payments will continue to be made
on the same date each year until the earlier occurs of (i) the
respective Claim is paid in full or (ii) Dec. 3l, 2021.
A creditor in this class will receive a pro rata distribution
incident to its allowed general unsecured claim based on the sale
of the Debtor's real property of $27,044.76 to be received on or
before. Within 30 days of receipt of the creditor's distribution,
or on or before Dec. 31, 2021, the Debtor will provide a
distribution of $27,044.76.
The Second Plan and accompanying Disclosure Statement is available
at http://bankrupt.com/misc/mieb16-47951-41.pdf
As reported by the Troubled Company Reporter on Oct. 5, 2016, the
Debtor filed a plan of reorganization and accompanying disclosure
statement proposing that holders of allowed unsecured claims would
receive a pro rata distribution incident to its allowed general
unsecured claim based on four payments each year of $15,000 for
five years. That plan proposed that holders of allowed general
unsecured claims would also receive a pro rata distribution
incident to its allowed general unsecured claim based on the sale
of the Debtor's real property at 600 Hillcrest Harrison of $27,044.
If the real property would not sell by June 30, 2021, the Debtor
would increase the final payment by the amount of $27,044 to be
distributed to creditors.
About Bradley T. Lott
Bradley T. Lott filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 16-47951) on May 27, 2016.
The Debtor is the president and owner of Lott Wealth Management,
LLC, which provides financial planning services to clients through
an independent contractor agreement with D.B. French & Co. Prior
to the Petition Date, the Debtor was named defendant in litigation
with Morgan Stanley Smith Barney LLC and Morgan Stanley Smith
Barney FA Notes Holding LLC regarding their previous business
relationship. The legal fees to defend the litigation were quickly
outpacing the Debtor's monthly income. Ultimately, the Debtor was
forced to seek Chapter 11 bankruptcy protection.
The Debtor is represented by Charles D. Bullock, Esq., Ernest M.
Hassan, III, Esq., and Michelle Stephenson, Esq., at Stevenson &
Bullock, P.L.C.
BREVARD COLLEGE: Fitch Affirms 'BB-' Rating on $8.2MM 2007 Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on approximately $8.2
million series 2007 North Carolina Capital Facilities Finance
Agency educational facilities revenue refunding bonds, issued on
behalf of Brevard College Corporation (Brevard).
The Rating Outlook is Stable.
SECURITY
The bonds are a general obligation of the college, payable from all
legally available funds.
KEY RATING DRIVERS
POSITIVE FINANCIAL OPERATIONS: The rating and Stable Outlook
reflect six consecutive years of positive GAAP operating margins
for this small liberal arts college.
NET TUITION REVENUE DEPENDENCE: Even with enrollment volatility,
net tuition revenue has generally grown, but remains pressured by
scholarship discounts. The college's small size and limited
balance sheet make it vulnerable to demand shifts and enrollment
volatility.
LIMITED BALANCE SHEET: Brevard's fiscal 2016 balance sheet ratios,
as calculated by Fitch, remain very weak compared to peer
institutions.
MANAGEABLE DEBT BURDEN: The college's pro forma maximum annual debt
service (MADS) debt burden, including a $6.38 million USDA loan for
student housing, is high, to moderately high, at 7.3% of fiscal
2016 revenues. This is partially mitigated by solid MADS coverage
of 2.5x and no new debt plans. For the last seven fiscal years,
including 2016, MADS coverage of debt service has been positive.
RATING SENSITIVITIES
ENROLLMENT TRENDS: Sustained enrollment declines at Brevard
College, combined with failure to grow net tuition revenue and
sustain positive operating margins, would result in a negative
rating action. Fall 2017 enrollment is expected to be comparable
to prior years.
BALANCE SHEET: Low balance sheet ratios continue to constrain
Brevard's rating. Further weakening in the colleges' operating
reserves and balance sheet ratios in fiscal 2017 and beyond could
trigger a negative rating action.
LIMITED DEBT CAPACITY: Brevard's debt burden remains manageable
including a USDA loan for student housing - which management
expects will be financially self-supporting. However, Fitch views
the college as having limited additional debt capacity at this
time.
CREDIT PROFILE
Brevard is a small four-year, private, liberal arts college located
on 120 acres in Brevard, NC, about 140 miles west of Charlotte, NC
and about 30 miles southeast of Asheville, NC. All students are
undergraduates, and most attend full-time. The college's mission
is to provide its students a distinctive experiential learning
environment. Brevard is known for its performing arts programs,
environmental sciences and relatively new criminal justice program.
Management confirmed that the campus had no Hurricane Matthew
damage earlier in fall 2016, and that there have been no forest
fires in Brevard or Transylvania county.
Brevard was founded in 1853 as a two-year institution, and became a
four-year college in 1995. It is affiliated with the United
Methodist Church. The Southern Association of Colleges and School
- Commission on Colleges (SACS-COC) removed Brevard from probation
in July 2014, which action Fitch regards positively. The current
10-year accreditation runs through 2021. Board leadership and
senior management is stable.
ENROLLMENT DRIVES OPERATIONS
Brevard's operating revenues rely heavily on student revenues,
typically between 70%-77%, which is similar to many other liberal
arts colleges. Enrollment remains somewhat volatile. It increased
overall between fall 2011, with fall 2016 headcount of 704 up 12.3%
from 627 in fall 2011. However, fall 2016 enrollment was below
expectations compared to fall 2015 (729), in part due to a planned
change to division III athletics. Retention and recruitment of
student athletes (whose scholarship packages changed) was weaker
than management expected.
The college continues to focus on modest annual enrollment
increases and retention. The fall 2016 freshman-sophomore
retention rate was quite weak at 42%. The current strategic plan
has a goal of building to 886 students by fall 2020; management
reports sufficient academic and auxiliary facilities for the target
enrollment.
The fall 2016 entering class was 277 students, lower than 294 in
fall 2015, but comparable to 288, 308 and 273 in fall 2014, 2013
and 2012, respectively. Management reports that spring 2017
retention projections are stronger than last year. Fitch will
monitor fall 2017 enrollment and demand trends, which may not be
comparable to prior years due to the change to division III
athletics and related scholarships, and possible application delays
due to family disruptions from regional fires and storms (which
have not impacted Brevard).
College enrollment strategies focus on new-student 'fit' at the
college, communicating Brevard's experiential learning and
internship opportunities, as well as retention initiatives. The
college's freshman-to-sophomore retention rate remains weak.
Fitch views Brevard's ability to grow both enrollment and net
tuition revenue as determining long-term operating success. The
rating reflects overall progress on enrollment (which is expected
to continue in fall 2017) and positive operating performance.
POSITIVE OPERATING PERFORMANCE
GAAP operating results were positive in each of the last six fiscal
years and support the rating. The fiscal 2016 operating surplus
was $1.5 million (8.1% margin), which compared to
$1.3 million (7.3%) in fiscal 2015, and $2.1 million (12% margin)
in 2014. Margins continue to be pressured by discounting. Brevard
held the institutional discount rate to 53% in both fiscal 2015 and
2016, and management reports the rate for fiscal 2017 could be
slightly more favorable. Even with lower-than expected enrollment,
the college has a balanced 2017 operating budget and projects
positive GAAP operations. Management has exercised significant
expense controls during the last several years, including salary
reductions and freezes, curtailment of retirement matching
contributions, and maintaining position vacancies. Since 2014, the
college has provided only modest salary increases, primarily
through a holiday bonus pool, and has not yet begun making employer
matches to the defined contribution retirement program. The
strategic plan has goals to gradually invest more in faculty and
staff salaries, as the budget allows. Brevard continues to invest
strategically in plant and programs, using gifts, grants and budget
allocations.
Controlling the tuition discount is an ongoing challenge given
Brevard's highly competitive and cost-conscious market. The
discount rate increased to a high 53% in fiscal 2015, which was
maintained in fiscal 2016; GAAP operations remained positive in
both years. To maintain the rating going forward, Fitch expects
continued positive operating margins at Brevard.
WEAK BALANCE SHEET
Brevard's balance sheet remains very weak for the rating category,
providing limited financial cushion. At May 31, 2016, available
funds (AF), defined by Fitch as cash and investments less
permanently restricted net assets, was $720,000, down from
$2.6 million in fiscal 2015, in part due to general market
fluctuations. This resulted in very weak AF ratios: 4.1% AF
relative to operating expenses and 4.6% relative to pro forma debt
($16.7 million).
Fitch's debt calculation includes the entire USDA student housing
loan, which is expected to close later in calendar 2016. The
college has $22 million of endowment, almost all of which is
restricted and thus is not reflected in the AF calculation.
Positively, the college received an initial payment from an
unrestricted bequest at the beginning of fiscal 2017, which was
initially recorded as revenue in fiscal 2013. Auditors estimated
the cash portion of the bequest to the college at $2.5 million in
fiscal 2013. About $1.2 million was received at the beginning of
fiscal 2017, and additional amounts are expected. While this
should help support fiscal 2017 ratios, Fitch still considers them
to be weak.
MANAGEABLE DEBT BURDEN
Brevard's series 2007 bonds are fixed rate with level debt service,
maturing fairly rapidly by 2027. In 2014, the college entered into
a maximum $6.38 million, 4% interest rate, USDA loan to build a
84-bed student residence hall. The project opened in fall 2016,
and management reports it on time and under budget. The USDA loan
is expected to close in calendar 2016, at which time the debt
service schedule will be finalized. Fitch estimates pro forma MADS
at $1.37 million, including the estimated loan amount. Pro forma
MADS debt burden was about 7.3% of fiscal 2016 operating revenues,
which Fitch considers high-to-moderately high.
Brevard maintains a $1.5 million bank line for operating cash flow.
A strategic plan goal is to gradually build working cash reserves
and reduce seasonal reliance on the bank line. The line balance at
the end of fiscal 2016 was $1.15 million, down from $2.25 million
in fiscal 2012.
POSITIVE DEBT SERVICE COVERAGE
Brevard has posted positive debt service coverage for the last
seven fiscal years, including fiscal 2016. Pro forma MADS coverage
was 2.5x in fiscal 2016, which compares to 2.4x in fiscal 2015 and
2.9x in 2014.
BRIGHT MOUNTAIN: Pursues Acquisition of Black Helmet
----------------------------------------------------
Bright Mountain Media, Inc., announced that on Oct. 20, 2016, the
Company entered into a non-binding Letter of Intent with Sostre
Enterprises, Inc. to purchase assets that include its Black Helmet
apparel division and website property
https://www.blackhelmetapparel.com/.
Launched in June 2008, Black Helmet is a brand that embodies
Firefighter culture and principles: Courage, Dedication, Sacrifice
and Tradition. Founded by third-generation firefighter James Love
and Internet business and marketing expert Pedro Sostre, Black
Helmet clothing and accessories feature designs that are hand
drawn, unique and relay the fearless side of firefighting. Since
launch, Black Helmet has sold over 365,000 t-shirts, hats and
accessories, has 75,000 average monthly visitors to its website and
over 400,000 Facebook followers.
Under the terms of the LOI, Bright Mountain will acquire Black
Helmet assets for an aggregate purchase price of (i) $250,000 in
cash, (ii) 200,000 shares of Bright Mountain Media's common stock,
(iii) the forgiveness of up to $200,000 in working capital advances
to the seller which will be used for the purchase of inventory and
advertising and marketing, and (iv) the assumption of certain
liabilities not to exceed $40,000.
The closing of the transaction is dependent upon the satisfaction
of all conditions preceding, including the delivery by the seller
of audited financial statements. As such, and as it is possible
that the Company may not consummate this transaction, investors
should not place undue reliance on the execution of this
non-binding LOI.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media
holding company, owns and manages Websites in the United States.
It operates through two segments, Product Sales and Services. The
company develops Websites, which provide information and news to
military, law enforcement, first responders, and other public
sector employees; and information, including originally written
news content, blogs, forums, career information, and videos.
As of Sept. 30, 2016, Bright Mountain had $2.20 million in total
assets, $512,694 in total liabilities and $1.69 million in total
shareholders' equity.
"The Company sustained a net loss of $1,989,265 and used cash in
operating activities of $1,394,127 for the nine months ended
September 30, 2016. The Company had an accumulated deficit of
$8,147,020 at September 30, 2016. These factors raise substantial
doubt about the ability of the Company to continue as a going
concern for a reasonable period of time. The Company's
continuation as a going concern is dependent upon its ability to
generate revenues and its ability to continue receiving investment
capital and loans from related parties to sustain its current level
of operations," as disclosed in the Company's quarterly report for
the period ended Sept. 30, 2016.
BROOKS FURNITURE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Brooks Furniture & Design, Inc.
as of Dec. 2, according to a court docket.
Brooks Furniture & Design, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20605) on
October 27, 2016. The petition was signed by Eldon Sullivan,
president. The Debtor is represented by Robert J. Shilliday, III,
Esq., at Vorndran Shilliday, P.C.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
BROTHERS MATERIALS: IRS' Objection to Plan Enforcement Overruled
----------------------------------------------------------------
Judge Eduardo V. Rodriguez of the United States Bankruptcy Court
for the Southern District of Texas, Laredo Division, granted
Brothers Materials, Ltd.'s motion to enforce plan provisions.
The Internal Revenue Service had filed its proof of claim in
Brother's bankruptcy in the amount of $2,474,750.09, of which
$2,441,452.40 is secured, $20,227.51 is priority, and $13,070.18 is
classified as a general unsecured claim. The Claim includes 21
separate liens that make up the entirety of the IRS's claim.
The debtor's plan was confirmed after the confirmation hearing on
January 15, 2016. The IRS received notice of the plan's
confirmation on January 22, 2015. The IRS neither objected to nor
appealed the Court's order confirming the plan.
On July 18, 2016, the debtor sought enforcement of its confirmed
plan, which provides for the payment of administrative expenses
before payment of the IRS claim by and through the proceeds of a
non-debtor asset sale. The debtor sought an order from the Court
to have the unpaid balance of its counsel's fees paid from the
proceeds of the pending sale of property jointly-owned by the
debtor's principals, Rogelio and Ramon Soliz, per the provisions of
the plan.
The IRS filed its objection to the motion on July 26, 2016,
contending that the IRS is not bound by the terms of the plan
because the proceeds from the non-debtor asset sale cannot be used
to pay administrative fees prior to satisfying a lien. The IRS
argued that the property, which is "fully encumbered by federal tax
liens," cannot be converted by the Soliz brothers into an estate
asset. In the alternative, the IRS contended that even if the
property could be converted into an estate asset, the motion must
still be denied because "no administrative costs have been incurred
in connection with either the asset's preservation or sale."
Judge Rodriguez held that the IRS is bound to the terms of the plan
because the IRS received notice, was afforded the opportunity to
litigate the terms of the plan, and chose not to utilize that
opportunity to object nor appeal.
Moreover, Judge Rodriguez also held that the IRS's contention that
section 506(c) of the Bankruptcy Code does not allow the debtor's
counsel to collect administrative fees from proceeds of the
property sale is without merit because the debtor's counsel's
administrative fees were awarded based on the time, nature, extent,
and value of his attorney services pursuant to section 503(b)(4),
rather than, as the IRS contends, in connection with property's
disposal. Further, the judge stated that even if the
administrative fees were disallowed pursuant to section 506(c), the
IRS would remain bound to the plan because the IRS received notice
and an opportunity to litigate prior to confirmation.
Lastly, Judge Rodriguez held that even if the plan did not bind the
IRS, section 507(a)(2) would statutorily prioritize the debtor's
counsel's administrative fees as second priority in contrast to the
eighth priority for taxes the IRS would be entitled to pursuant to
section 507(a)(8).
A full-text copy of Judge Rodriguez's November 28, 2016 opinion is
available at:
http://bankrupt.com/misc/txsb14-50121-156.pdf
About Brothers Materials, Ltd.
Brothers Materials, Ltd., based in Laredo, TX, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 14-50121) on June 3, 2014. The
Hon. David R Jones presides over the case. Carl Michael Barto,
Esq. at the Law Office of Carl M. Barto is bankruptcy counsel.
In its petition, the Debtor estimated $4.66 million in assets and
$4.40 million in liabilities. The petition was signed by Rogelio
Solis Jr., manager.
BRUCE J. CRISCUOLO: Disclosure Statement Hearing Set for Dec 15
---------------------------------------------------------------
The Hon. Judge Richard E. Fehling of the U.S. Bankruptcy Court
Eastern District of Pennsylvania has scheduled a hearing on Dec.
15, 2016, at 11:00 A.M. to consider approval of the disclosure
statement and plan of reorganization filed by Bruce J. Criscuolo.
Any creditor or interested party may file an objection not later
than Nov. 30, 2016.
As reported by the Troubled Company Reporter on Nov. 16, 2016, the
plan proposes to pay general unsecured creditors from the Debtor's
disposable income over 60 months post-confirmation.
A full-text copy of the Disclosure Statement dated October 28,
2016, is available at:
http://bankrupt.com/misc/paeb14-16946-36.pdf
Bruce J. Criscuolo, who operated a digital consulting company,
first filed a Chapter 13 petition to stave off foreclosure of their
home. The Debtor and his wife converted their Chapter 13 case to
Chapter 11 after determining that Chapter 11 would afford more
flexibility in treatment of the Chase loan and would allow them to
pay down the IRS more efficiently. The bankruptcy case is Case No.
14-16946 (Bankr. E.D. Pa.).
CALGI CONSTRUCTION: Unit To Contribute $102,000 To Fund Plan
------------------------------------------------------------
Calgi Construction Co. Inc., filed with the U.S. Bankruptcy Court
for the Southern District of New York a third amended disclosure
statement and accompanying third amended plan of reorganization,
dated Nov. 22, 2016, a full-text copy of which is available at:
http://bankrupt.com/misc/nysb14-22249-119.pdf
Under the Plan, all payments and all distributions will be in full
and final satisfaction, settlement, release and discharge of all
Claims and Interests, except as otherwise provided in the Plan.
Distributions to holders of Allowed Claims will occur quarterly
over a 5-year period beginning on the Effective Date, except
Professional fees and expenses, which will be paid 50% on the
Effective Date and 50% over eight quarters starting beginning three
months after the Effective Date pursuant to agreement between the
Professionals and the Debtor.
Currently there are estimated (i) Allowed Administrative Claims
(including Professional fees and expenses) in the approximate
amount of $80,000; (ii) Secured Claims in the approximate amount of
$120,450; (iii) tax Priority Claims in the approximate amount of
$142,595; (iv) non-tax Priority Claims in the amount of zero; (v)
Unsecured Claims in the approximate amount of $402,526; and (vi)
insider Claims in the amount of $60,000.
Class 3, Unsecured Claims, is impaired under the Plan. This class
consists of the holders of Allowed Unsecured Claims, which total
approximately $402,526. Each holder of an Allowed Class 3 Unsecured
Claim will receive 10% of such Allowed Claim payable in 20 equal
quarterly installments of 0.5% each without interest, starting on
the Effective Date.
Class 5, Equity Interests, is Unimpaired under the Plan. Class 5
consists of the Allowed Interest of Dominic Calgi, the holder of
100% of the equity Interests in the Debtor. The holder of the Class
5 Interest will retain his Interests in the reorganized Debtor,
subject to acceptance of the Plan by holders of Class 3 Unsecured
Claims.
Payments under the Plan will be funded by a $102,000 contribution
from Calgi Realty, LLC and from profits from continued operations
of the reorganized Debtor.
About Calgi Construction
Calgi Construction Company Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 14-22249) on February 28, 2014, and is
represented by Dawn Kirby Arnold, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, in White Plains, New York.
At the time of filing, the Debtor had $329,951 in total assets and
$1.41 million in total liabilities.
CHANNEL TECHNOLOGIES: MSI Transducers Buying MSI Assets for $1.8M
-----------------------------------------------------------------
Judge Peter H. Carroll of the U.S. Bankruptcy Court for the Central
District of California will convene a hearing on Dec. 14, 2016, at
10:00 a.m., to consider Channel Technologies Group, LLC's asset
purchase agreement with MSI Transducers Corp. in connection with
the private sale of assets used in connection with or arising out
of the Debtor's MSI business operation at its facility located at
543 Great Road, Littleton, Massachusetts, for $1,750,000.
The Debtor designs and manufactures piezoelectric ceramics,
transducers, sonar equipment and other related products sold
primarily to military, commercial, and industrial customers in the
United States and internationally. Founded in 1959, the Debtor is
based in Santa Barbara, California and operates a second
manufacturing site with respect to MSI in Littleton, Massachusetts.
The Debtor supplies its products to a variety of end-users,
including the U.S. Navy and energy services companies. Among the
Debtor's customers are some of the largest United States defense
contractors, including Northrop Grumman, Lockheed Martin and
Raytheon.
Certain long-term supply contracts are onerous to the Debtor and
have negatively impacted and continue to negatively impact the
Debtor's cash flow. Despite efforts to consensually address the
problematic aspects of certain of its contracts with the
counterparties through negotiations, prior to the Petition Date,
with some minor exceptions, the Debtor was unable to stop the
significant negative impact of such contracts on the Debtor's
business.
The Debtor commenced the Case to expeditiously pursue a potential
sale of some or all of the Debtor's business to one or more third
parties and an orderly wind down of the remaining business.
The MSI division designs, prototypes, and manufactures innovative
piezocomposite sonar transducers and arrays for defense and
commercial customers. MSI's products are used in defense
applications such as mine hunting, mine neutralization, torpedo
honing, AUVs, acoustic communications and harbor defense, and
commercial applications such as oil and gas surveying and
exploration, as well as a variety of medical applications. MSI has
approximately 14 employees.
The property consists of real property leases, contracts,
equipment, inventory, permits, and other assets located at the
Debtor's facility, related solely and exclusively the MSI business.
The Debtor has conducted a UCC search of purported lienholders of
the property in conjunction with the proposed sale of the property.
The only party asserting a lien on the property of which the
Debtor is aware is Blue Wolf Capital Fund II, L.P.
The Debtor and the Buyer entered into Asset Purchase Agreement,
dated Nov. 29, 2016.
The salient terms of the Agreement are:
a. Purchase Price: $1,750,000
b. Assumption of Liabilities: The aggregate liabilities of the
Debtor assumed by Buyer will not exceed a total of $500,000. The
Purchase Price will be adjusted if the non-environmental
liabilities exceed $200,000 and, if such adjustment exceeds
$150,000, the Debtor may elect to terminate the Agreement.
c. Free and Clear: The property will be transferred to the Buyer
free and clear of all liens, security interests, claims and
encumbrances.
d. "As Is" Transaction: The Buyer makes no representations or
warranties whatsoever, express or implied, with respect to any
matter relating to the property.
e. Deadline to Close: The Agreement provides that the deadline
to close the sale is Dec. 20, 2016.
A copy of the Agreement attached to the Notice is available for
free at:
http://bankrupt.com/misc/Channel_Technologies_122_Sales.pdf
As part of the sale, the Debtor will assume and assign to the Buyer
its rights and obligations under the Assigned Contracts. The
Debtor asks authority to assume and assign the estate's interests
in the Assigned Contracts to the Buyer and payment of the "Cure
Costs", which amounts, if any, are what the Debtor believes are
owed to each counterparty to an Assigned Contract in order to cure
any defaults that exist under such contract or lease. The Debtor
further requests that the order approving the sale provides that
the Assigned Contracts will be assigned to, and remain in full
force and effect for the benefit of, the Buyer, notwithstanding any
provisions therein.
To implement the foregoing successfully, the Debtor asks that the
Court enter an order providing that notice of the relief requested
satisfies Bankruptcy Rule 6004(a) and that the Debtor has
established cause to exclude such relief from the 14-day stay
period under Bankruptcy Rule 6004(h) and 6006(d).
The Purchaser:
MSI TRANSDUCERS CORP.
c/o Airmar Technology Corp.
35 Meadowbrook Drive
Milford, NH 03055
Attn: Matthew Boucher
Facsimile: (603) 673-4624
E-mail: mboucher@airmar.com
The Purchaser is represented by:
Alan L. Reische, Esq.
SHEEHAN PHINNEY BASS & GREEN PA
1000 Elm Street
Manchester, NH 03101
Facsimile: (603) 627-8121
E-mail: areische@sheehan.com
About Channel Technologies Group
Headquartered in Santa Barbara, California, Channel Technologies
Group, LLC, designs and manufactures piezoelectric ceramics,
transducers, sonar equipment and other related products sold
primarily to military, commercial, and industrial customers in the
United States and internationally.
CTG is a privately owned California limited liability company
founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings,
LLC, a Delaware limited liability company, from Alta Properties,
Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of
CTG's member interests. BWP is majority-owned by Blue Wolf Capital
Fund
II, L.P. (the Company's pre-petition lender), which is an
investment fund managed by Blue Wolf Capital Advisors, L.P. CTG
is
a member-managed LLC. Charles Miller is the manager.
CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter
Carroll.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski
Stang Ziehl & Jones LLP as bankruptcy counsel, CR3 Partners, LLC
as
restructuring advisor, and Prime Clerk LLC as noticing, claims and
balloting agent.
CHAPARRAL ENERGY: Court Allows Cash Collateral Use Until Dec. 8
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized Chaparral Energy, Inc., and its
affiliated debtors to use the cash collateral of JPMorgan Chase
Bank, N.A., as administrative agent for the Prepetition Lenders, as
well as the Issuing Banks, the Secured Swap Providers, and Banking
Services Providers.
As of the Petition Date, the Debtors, other than Chaparral
Biofuels, LLC, were indebted to the Prepetition Secured Parties for
all of the Prepetition Indebtedness, which include:
(a) aggregate principal amount of Loan made by the Prepetition
Lenders of not less than $548,000;
(b) not less than $850,000 in face amount of undrawn Letters
of Credit issued by the Issuing Banks;
(c) accrued and unpaid interest in an amount of not less than
$4,000,000;
(d) amounts due and owing for indemnification obligations,
Secured Swap Obligations and Banking Services Obligations, fees and
expenses, and other obligations in accordance with and subject to
the terms of the Prepetition Loan Documents, the Swap Agreements
and Banking Services Agreements.
The Prepetition Agent, for the benefit of the Prepetition Secured
Parties, was granted valid, binding, perfected and enforceable
first-priority liens and security interests against the collateral,
and all other property set forth in the Prepetition Loan Documents,
and interest in the following assets and properties:
(1) all presently owned or after acquired real property,
fixtures and improvements thereon, leases of real property, oil and
gas properties and as-extracted collateral and certain contract
rights, accounts receivable, equipment, general intangibles and
other property relating to the ownership, operation, development,
production, and sale, among others, of such oil and gas properties
and hydrocarbos, and other properties, covered by certain mortgages
forming a component of the Security Instruments, and their proceeds
and products; and
(b) all of the issued and oustanding equity of each Debtor,
other than Chaparral Biofuels, and their proceeds and products.
The Prepetition Agent, on behalf of the Prepetition Secured
Parties, was granted a valid, binding, continuing, enforceable,
fully-perfected, non-voidable first priority lien and/or
replacement lien on, and security interest in all of the Debtors'
assets and properties, subject to the Carve Out.
Judge Silverstein held that the adequate protection obligations due
to the Prepetition Agent and the other Prepetition Secured Parties
will also constitute allowed superpriority administrative claims
against the Debtors and their estates, with priority in payment
over any and all unsecured claims and administrative expense claims
against the Debtors and their estates.
The approved Budget provided for total operating disbursements in
the amount of $102,383,000.
The Debtors are directed to pay:
(1) to the Prepetition Agent, for the ratable benefit of the
Prepetition Secured Parties, monthly adequate protection payments,
in an amount equal to all accrued and unpaid prepetition or
postpetition interest and, to extent invoiced, reasonable fees and
costs due and payable under the Prepetition Loan Documents, Swap
Agreements, and Banking Services Agreements;
(2) on an interim basis, the reasonable and documented fees
and expenses incurred by the Prepetition Agent, any Issuing Bank,
any Prepetition Lender or any Secured Swap Providers to the extent
set forth in the Prepetition Loan Documents, the Swap Agreements,
or Banking Services Agreemeents, arising on or after the Petition
Date, through the earliest that is to occur of the Termination Date
and the date the Final Order is entered by the Court.
The Carve Out consists of:
(1) all statutory fees required to be paid by the Debtors to
the Clerk of the Bankruptcy Court and to the Office of the U.S.
Trustee;
(2) all reasonable fees, disbursements, costs and expenses up
to $50,000 incurred by a trustee appointed in the Debtors' cases;
(3) to the extent allowed by the Court, all accrued and unpaid
fees, disbursements, costs, and expenses incurred by professionals
or professional firms retained by the Debtors or their estates and
any Committee appointed pursuant to Section 1102 of the Bankruptcy
Code, which were incurred at any time before or on the first
business day following delivery by the Prepetition Agent of a Carve
Out Notice; and
(4) the Professional Fees of Professionals allowed by the
Court at any time, in an aggregate amount not to exceed $2,350,000
and incurred after the first business day following delivery by the
Prepetition Agent of the Carve Out Notice plus any unpaid
restructuring fee, sale fee, or other success fee of any investment
banker or financial advisor of the Debtors that has not been
previously funded into the Carve Out Account.
The Debtor's right to use cash collateral, pursuant to the Court's
Interim Order, will terminate on the earliest to occur of:
(1) Dec. 8, 2016, if the Final Order has not been entered by
the Court on or before such date;
(2) the occurrence of certain Termination Events; or
(3) the passage of five business days following the delivery
of a written notice by the Prepetition Agent to the Debtors'
counsel, the U.S. Trustee, counsel to the Ad Hoc Group, and counsel
to any Committee, as applicable, of the occurrence of certain
Termination Events.
The final hearing on the Debtors' Motion is scheduled for Dec. 7,
2016 at 10:00 a.m.
A full-text copy of the Interim Order, dated Nov. 21, 2016, is
available at
http://bankrupt.com/misc/ChaparralEnergy2016_1611144lss_573.pdf
About Chaparral Energy
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016. The petitions were signed by Mark A.
Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been requested in the
Chapter 11 Cases.
The Office of the U.S. Trustee on May 18 disclosed that no official
committee of unsecured creditors has been appointed in the case.
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.
CHARLES WALKER: Trustee Selling Nashville Property for $210K
------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing on Jan. 10,
2017, at 9:00 a.m., to consider the private sale of house and lot
at 2412 Cooper Lane, Nashville, Tennessee, by John C. McLemore,
Trustee for Charles E. Walker, to Mark D. Morris, Stanley H.
Morris, Jr. and Cliff Overby for $210,000.
The sale objection deadline is Dec. 21, 2016.
The property was sold at public auction on Nov. 16, 2016. Jose
Hurtado was the successful bidder at $227,000. However, he has not
posted earnest money or been cooperative with the Trustee. Bobby
Colson, the auctioneer, was instructed by the Trustee to locate the
runner up bidder. The Trustee has a signed sales contract and
$31,500 earnest money from Morris Investments.
A minimum upset bid of $5,000 will be accepted. The bid may be
entered by notifying the Trustee in writing or by email. An upset
bid may also be entered by filing an objection to sale with the
Court which states the objecting party is increasing the bid by at
least $5,000.
It is the opinion of the Trustee that this is the best outcome for
the estate. Suit will be filed against Hurtado to recover the
$17,000 shortfall plus costs.
Tennessee Bank and Trust (TB&T) has filed a claim for $285,603
cross collateralized with four other properties. After the payment
of the costs of sale, past due real estate tax and pro ration of
the 2016 real estate tax, the net proceeds will be divided 66% to
TB&T and 34% to the Bankruptcy Estate. The minimum payment to TB&T
will be $90,000.
The 2015 Property Taxes is $1,867.
It is anticipated that there is sufficient equity in the property
to pay all 506(c) expenses and that this sale will result in a
distribution being made to unsecured creditors. The sale is an
"arm's length" transaction. The Trustee, his employees and
Bankruptcy court officials are prohibited from bidding.
Simultaneous with the publication of the Notice, the Trustee has
made application to the Court for the appointment of Bill Colson
Auction & Realty Co. as auctioneer for the sale. The auctioneer
will be paid in accordance with Local Rule 6005-1 which provides:
(i) 10% of gross proceeds for real property and vehicles −
including cars, trucks, trailers, all-terrain vehicles, boats,
aircraft, farm machinery and implements, and earth moving
equipment; or (ii) 25% of the first $40,000 of gross proceeds for
other personal property and 15% thereafter. No expenses will be
reimbursed. Upon receipt of the auctioneer's report of sale,
payment of Bill Colson Auction's commission will be paid. If the
sale includes personal property, pursuant to Local Rule 6005-1(e),
the auctioneer may charge a buyers' premium of 2.5% to offset
credit card processing fees.
The Trustee asks that the Court authorizes him to proceed with the
sale of the property free and clear of all liens with the liens
that may exist attaching to the proceeds of the sale.
The Trustee further prays that the 14-day stay of the sale of the
property following the entry of the order as provided for in FRBP
6004(h) be waived.
Charles E Walker sought Chapter 11 protection (Bankr. W.D. Tenn.
Case No. 16-10413) on Feb. 29, 2016.
CIRCLE RESTAURANT: Disclosure Statement Hearing Set for Jan. 26
---------------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas has scheduled a hearing on Jan. 26, 2017, at
1:30 P.M. to consider approval of the disclosure statement filed by
Circle Restaurant Group Kansas, LLC, dba Blanc Burgers and Bottles
filed on Nov. 11, 2016.
Objections to the Disclosure Statement must be filed on or before
Jan. 5, 2017.
The Debtor's combined plan of reorganization and disclosure
statement dated Nov. 21, 2016, provides that Class 3 General
Unsecured Claims are impaired and will be paid $300 a month pro
rata starting March 1, 2017, for 60 months for a total of $18,000.
The Plan proposes to pay creditors of the Debtor from cash flow
from operations.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ksb14-22105-240.pdf
The Plan was filed by the Debtor's counsel:
Colin N. Gotham, Esq.
EVANS & MULLINIX, P.A.
7225 Renner Road, Suite 200
Shawnee, KS 66217
Tel: (913) 962-8700
Fax: (913) 962-8701
E-mail: cgotham@emlawkc.com
Circle Restaurant Group, LLC dba Blanc Burgers and Bottles has
sought Chapter 11 protection (Bankr. D. Kans. Case No. 14-22106) on
Sept. 4, 2014. The Debtor tapped Colin N. Gotham, Esq. at Evans &
Mullinix, P.A. as counsel.
COLFAX CORP: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
--------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Annapolis Junction, Md.-based gas and fluid handling and
fabrication technology products manufacturer Colfax Corp. to stable
from negative and affirmed its 'BB+' corporate credit rating on the
company.
At the same time, S&P affirmed its 'BB+' issue-level rating on
Colfax's senior unsecured secured bank facilities due 2020. The
'3' recovery rating remains unchanged, indicating S&P's expectation
for meaningful (50%-70%; upper half of the range) recovery
prospects in a default scenario.
"The outlook revision reflects the company's better-than-expected
operating performance through the first three quarters of 2016 and
its reduced level of both acquisition spending and share
repurchases, which has allowed it to maintain credit measures that
are appropriate for the current rating," said S&P Global credit
analyst Nadine Totri.
The stable outlook on Colfax reflects S&P's belief that that the
company's order volumes will begin to stabilize over the next 12
months and that its improved cost profile (following recent
restructuring initiatives) will allow it to maintain a FFO-to-debt
ratio of more than 20%. S&P forecasts that the company will
maintain an adjusted FFO-to-debt ratio of about 23% and a
debt-to-EBITDA metric in the low-3x area over the next 12 months.
S&P could lower its rating on Colfax if the company's operating
performance deteriorates beyond S&P's expectations, causing it to
sustain a FFO-to-debt ratio of less than 20% as its debt-to-EBITDA
metric approaches 4x. S&P could also lower its rating if
management pursues further share repurchases or large debt-funded
acquisitions, which would signal to us that the company has
increased its risk appetite (especially in light of the increasing
global economic uncertainty).
S&P could consider upgrading Colfax if the company's operating
performance is better than S&P expected and it demonstrates an
ability to sustain a FFO-to-total debt ratio of greater than 30%
and a debt-to-EBITDA metric of less than 3x. S&P would also need
to be reasonably assured that management is willing to commit to
financial policies that will allow the company to maintain these
ratios.
CONDO 64: Can Use American Eagle Cash Collateral Until Jan. 23
--------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Condo 64, LLC to use cash
collateral from November 23, 2016 through January 21, 2017.
The Debtor was authorized to use cash collateral in the ordinary
course of its business up to the maximum amount of $98,252, to be
disbursed for payment of the expenses set forth on the approved
Budget.
The approved Budget provides for total operating expenses of
$48,327, covering the period from November 23, 2016 to December 23,
2016, and $49,925, covering the period from December 23, 2016 to
January 23, 2017.
Judge Tancredi acknowledged that it is essential to the Debtor's
business and operations to use cash on hand and rental payments
from the operation of its Property, to pay ordinary course of
business expenses including insurance, property maintenance,
employees, repairs, utilities, common interest charges and taxes.
The Debtor's property consists of 67 of the 112 condominium units
and the leases and rents in connection therewith, at the location
known as 505-509 Burnside Avenue, East Hartford, Connecticut.
The Debtor was indebted to American Eagle Financial Credit Union
under a certain mortgage loan in the principal amount of
$2,600,000, and secured by a first priority mortgage and assignment
of rents on the Property and a security interest in all of the
Debtor's personality. On the Petition Date, the American Eagle
asserts the outstanding principal balance was $2,489,101 with
accrued interest of $276,423.
American Eagle was granted a continuing post-petition lien and
security interest in all pre-petition property of the Debtor as it
existed on the Petition Date, and a continuing post-petition lien
in all property acquired by the Debtor after the Petition date.
Such replacement liens will be of equal extent and priority to that
which American Eagle enjoyed with regard to the said property at
the time the Debtor filed its Chapter 11 petition, and will be
recognized only to the extent of any diminution in the value of the
Collateral resulting from the use of Cash Collateral.
Judge Tancredi authorized the Debtor to make adequate protection
payments to American Eagle in the sum of $7,500 for the months of
December and January, over the next 60 days.
The liens of American Eagle will be subject to and subordinate to:
(a) amounts payable by the Debtor under Section 1930(a)(6) of
Title 28 of the United States Code;
(b) amounts due and owing to the Debtor's employees or
contract labor for post-petition wages or services which accrue
during the term of the Order; and
(c) for the allowed fees and expenses of Debtor's retained
counsel in an amount not to exceed $50,000.
A final hearing on the Debtor's use of Cash Collateral will be held
on January 19, 2017 at 12:00 p.m..
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/iwdjv1
About Condo 64
Condo 64, LLC, filed a chapter 11 petition (Bankr. D. Conn. Case
No. 15-21797) on Oct. 16, 2015. The petition was signed by Oliver
C. Pinkard, managing member. The Debtor is represented by Kaitlin
M. Humble, Esq. and Craig I. Lifland, Esq., at Halloran & Sage LLP.
The case is assigned to Judge Ann M. Nevins. The Debtor disclosed
total assets at $4.6 million and total liabilities at $3.1 million
at the time of the filing.
CORNERSTONE HOMES: Dismissal of Trustee's Suit vs. Banks Affirmed
-----------------------------------------------------------------
Judge Frank P. Geraci, Jr., of the United States District Court for
the Western District of New York affirmed the bankruptcy court's
decision, which dismissed the complaint captioned MICHAEL H.
ARNOLD, CHAPTER 11 TRUSTEE OF CORNERSTONE HOMES INC.,
Plaintiff-Appellant, v. FIRST CITIZENS NATIONAL BANK, THE COMMUNITY
PRESERVATION CORPORATION, AND ELMIRA SAVINGS BANK,
Defendant-Appellees, In re: CORNERSTONE HOMES, INC., Debtor, Case
#16-CV-6012-FPG (W.D.N.Y.).
Cornerstone Homes, Inc., previously obtained financing from
numerous individuals, each of whom were issued a promissory note
payable to the order of the individual lender. As security for the
notes, Cornerstone granted each individual lender a mortgage on a
home owned by Cornerstone.
Cornerstone later entered into refinancing transactions with First
Citizens National Bank, The Community Preservation Corporation
(CPC), and First Niagara Funding, Inc., to whom certain individual
lenders agreed to assign their individual lender mortgages and
individual lender notes to facilitate the transactions. Each of
these individual lenders executed and delivered a written
assignment of mortgage, but did not indorse or deliver their
individual lender notes. The individual lender notes, individual
lender mortgages and any additional financing provided by the
refinancing institution were set out in a consolidated note and a
consolidated mortgage.
On August 31, 2015, Michael H. Arnold, as Cornerstone's Chapter 11
Trustee, commenced an adversary proceeding by filing a complaint
against First Citizens National Bank, CPC, and Elmira Savings Bank
(collectively, the "Banks"). In his complaint, the Trustee sought
a declaratory judgment that the Banks are not entitled to enforce
the consolidated mortgages and that the amount owed by Cornerstone
to the Banks under the consolidated Notes is unsecured. The
Trustee moved for summary judgment, followed by cross-motions for
summary judgment by each of the Banks.
The Trustee contended that the Banks do not have a right to enforce
the consolidated notes and mortgages because they never acquired
the underlying debt from the individual lenders. More
specifically, the Trustee's logic is as follows: Because the
individual lender notes are negotiable instruments, Article 3 of
the New York Uniform Commercial Code (NYUCC) supplies the rules
regarding who is entitled to enforce them. Under the NYUCC, a
written assignment is not sufficient to give the assignee the right
to enforce the instrument; for instruments payable to order, such
as the individual lender notes, delivery and indorsement are
required. The individual lender notes were never delivered or
indorsed to the Banks.
On December 23, 2015, the bankruptcy court issued a decision and
order denying the Trustee's motion for summary judgment, granting
the Banks' motions for summary judgment, and dismissing the
Trustee's complaint.
On appeal, Judge Geraci found that it is undisputed that the
individual lenders assigned their rights in the individual lender
notes and mortgages to the Banks, that each assignment
unambiguously referred to both the mortgage and the underlying
note, and that the individual lenders had the right to enforce the
individual notes and mortgages (and the right to assign such an
interest) when they executed the written assignments. Therefore,
the Banks have standing to enforce the individual lender notes and
mortgages -- and, by extension, the consolidated notes and
mortgages -- under New York Law.
A full-text copy of Judge Geraci's November 18, 2016 decision and
order is available at https://is.gd/CpYoZs from Leagle.com.
Michael H. Arnold is represented by:
Gregory J. Mascitti, Esq.
LECLAIRRYAN
70 Linden Oaks, Suite 210
Rochester, NY 14625
Tel: (585)270-2100
Fax: (585)270-2179
Email: gregory.mascitti@leclairryan.com
First Citizens National Bank is represented by:
Allan L. Hill, Esq.
PHILLIPS LYTLE LLP
28 East Main Street, Suite 1400
Rochester, NY 14614-1935
Tel: (585)238-2000
Fax: (585)232-3141
Email: ahill@phillipslytle.com
The Community Preservation Corporation is represented by:
Ronald M. Terenzi, Esq.
STAGG TERENZI CONFUSIONE & WABNIK LLP
401 Franklin Avenue, Suite 300
Garden City, NY 11530
Tel: (516)812-4500
Fax: (516)812-4600
Email: rterenzi@stcwlaw.com
Elmira Savings Bank is represented by:
David D. MacKnight, Esq.
LACY KATZEN LLP
130 East Main Street
Rochester, NY 14604
Tel: (585)454-5650
Email: dmacknight@lacykatzen.com
About Cornerstone Homes
Cornerstone Homes Inc. is based in Corning, New York and was
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.
Cornerstone Homes Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-21103) on July 15, 2013, in Rochester, New York. The
Debtor disclosed assets of $18.6 million and liabilities of $36.2
million.
Judge Paul R. Warren presides over the case. Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel. The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.
The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee
retained Getzler Henrich & Associates LLC as financial advisor.
* * *
The Debtor sought Chapter 11 protection alongside a reorganization
plan already accepted by 96 percent of unsecured creditors' claims.
Four secured lenders with $21.8 million in claims are to be paid in
full under the plan. Unsecured creditors -- chiefly noteholders
with $14.5 million in claims -- were to have a 7 percent recovery.
The Court has not confirmed the Debtor's Plan. Instead, the Court
accepted the request of the Committee to appoint a Chapter 11
trustee to replace management. The Court approved the appointment
of Michael H. Arnold, Esq., as Chapter 11 trustee.
The Chapter 11 trustee tapped as counsel his own firm, Place and
Arnold. LeClairRyan and Barclay Damon LLP serve as his special
counsel.
The Trustee was appointed after accusations that the principal,
David L. Fleet, operated the Debtor as a massive Ponzi scheme in
loving millions of dollars and hundreds of mostly elderly,
unsophisticated individual investor victims who shared the same
religious beliefs espoused by Fleet.
The Trustee has commenced an adversary proceeding against First
Citizens National Bank for enabling Mr. Fleet to perpetuate the
Ponzi scheme by providing bank loans.
CPI CARD: S&P Lowers CCR to 'B' on Weaker Expected Credit Metrics
-----------------------------------------------------------------
S&P Global Ratings said it has lowered its corporate credit rating
on Littleton, Colo.-based CPI Card Group Inc. to 'B' from 'B+'. The
rating outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured credit facility, which consists of a
$435 million senior secured term loan due 2022 ($312.5 million
outstanding) and a $40 million revolver bank loan due 2020, to 'B'
from 'BB-'. S&P also revised the recovery rating to '3' from '2'.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; upper half of the range) recovery of principal for
lenders in the event of a payment default. CPI Acquisition Inc., a
wholly owned subsidiary of CPI, is the borrower of the debt.
The downgrade reflects soft demand for CPI's contact EMV (Europay,
MasterCard and Visa) standard embedded microprocessor payment cards
("chip cards") in 2016 and the company's expectation that demand
will remain muted in 2017. As a result, S&P has revised its
operating performance expectations downward and now expect that
CPI's leverage will increase to the 5.5x area in 2016 from 3.4x in
2015 and remain elevated in the 5x-area or higher through 2017.
S&P also revised its financial risk assessment to highly leveraged
from aggressive. The negative rating outlook reflects the risk
that chip card shipments could continue to decline and demand for
chip cards at small and midsize card issuers could be less than
expected, causing discretionary cash flow to approach breakeven
levels.
The corporate credit rating also reflects S&P's view of CPI's
narrow product focus and limited geographic diversity, which is
partially offset by the company's leading position in the U.S.
credit, debit, and prepaid financial payment card markets, and the
industry's transition to higher-value chip cards from the
lower-value magnetic stripe cards. Despite the company's downward
revisions to revenue and EBITDA guidance, S&P continues to believe
that industry conditions, such as the recent large-scale data
breaches and the payment card brands' shifting in store counterfeit
fraud liability to whichever institution--either the issuing bank
or the merchant--that hasn't adopted chip technology will cause
U.S. chip card production to increase over the next two to three
years. That is a longer time horizon than S&P previously expected.
S&P expects that CPI's leading position within the U.S. financial
payment card market, specifically with small to midsize payment
card issuers, will result in modest EBITDA growth in 2017 as this
market shifts to the more secure, higher-value chip cards. However,
profitability could be hurt if the conversion to chip cards doesn't
accelerate in 2017 or if declines in chip card pricing to issuers
far exceed the decline in CPI's own chip expense.
CPI has a narrow product focus in financial debit and credit cards,
including both EMV chip and magnetic stripe cards, and it generates
50% to 60% of its revenue and related chip card sales in the U.S.
S&P believes the company has more production facilities and faster
delivery speed than its competitors. However, S&P expects price
competition to continue to increase due to declining input and
manufacturing costs, lower-than-expected card issuance volumes (due
to longer card expiration cycles), and more competition from
established international competitors in the U.S. during the next
two to three years. S&P also views the threat of new technology
displacing the dominance of debit and credit cards over the next
five years as remote.
S&P views the financial card demand within the U.S. as fairly
stable because about 75% of card reissuance is due to expirations,
card loss, or fraud. CPI also provides ancillary business process
outsourcing services to its clients, especially small to midsize
card issuers, which include card personalization and in-branch
instant issuance services. S&P believes the relationships CPI has
built with these card issuers and the services it provides will
allow it to maintain its leading position within the U.S. market.
The negative outlook reflects the risk that chip card shipments
will continue to decline and demand for chip cards at small and
midsize issuers will be less than expected, causing discretionary
cash flow to approach breakeven levels.
S&P could lower the corporate credit rating if CPI's chip card
shipment volume declines in 2017 and pricing pressure increases,
causing discretionary cash flow to approach breakeven levels.
S&P could revise the outlook to stable if chip card shipments
remain steady or grow in 2017, and S&P expects CPI's EBITDA margin
to stabilize or increase and its discretionary cash flow to debt to
remain above 2%.
CRESCENT HAUS: LendingHome Objects to Disclosure Statement, Plan
----------------------------------------------------------------
LendingHome Funding Corp., FCI Lender Services, Inc., its servicing
agent, a secured creditor and party in interest, objects to the
approval of Crescent Haus Properties, LLC's disclosure statement
and confirmation of Debtor's proposed Chapter 11 plan of
reorganization.
The Creditor complains that the Debtor's Disclosure Statement fails
to contain adequate information and describes a patently
unconfirmable Plan.
LendingHome complains the following:
(1) First, the Disclosure Statement contains little to no
information regarding the events and circumstances that forced the
Debtor to file for bankruptcy protection or how the Debtor's
financial condition has improved to suggest this will be a
successful reorganization.
(2) Second, the Disclosure Statement and Plan state that
Creditor's Claim is "disputed" and that the "estimated amount in
this Class is not $204,530 claimed by Lending Home. Lending Home
Funding POC 4 will be subject to setoff rights and objections of
the Debtor." However, the Disclosure Statement fails to disclose
what objections the Debtor has to the claim and what amount the
Debtor believes is owed on the Loan.
(3) Third, the Disclosure Statement fails to disclose how the
Debtor will fund the substantial balloon payment(s) at the end of
the 12 month period. Presumably, the Debtor intends to refinance or
sell the property. The Debtor has failed to present any evidence to
suggest the Debtor will have sufficient income to make the balloon
payment at the end of the term or sell the property for an amount
above the secured liens encumbering the property.
Even assuming arguendo that the Court permits the Debtor to modify
Creditor's claim, the Debtor's Plan attempts to reduce the interest
rate paid on Creditor's claim without implementing the "prime-plus"
formula, LendingHome asserts. In the present case, the Plan
proposes to convert the current interest rate of 11.25% to a fixed
rate of 4.25%. The current prime rate is 3.50%. However, Creditor
maintains that if the appropriate "prime-plus" formula is used, as
prescribed in the Till case, the calculated interest rate to be
paid by the Debtor will be significantly higher once risk factors
are included. Using the formula approach as set forth in Fowler and
Till, the court must conclude that Creditor must be paid no less
than 9.50% (3.50% + 6% for risk adjustments) fixed interest per
annum.
The Debtor's attempt to extend the loan term beyond the maturity
date is not fair and equitable as required under 11 U.S.C. Section
1129(b), the Creditor tells the Court. The Creditor contends that
Debtor would not qualify for the proposed extended term on a
construction loan in the open market given the Debtor's perceived
risk factors and credit history. Further, forcing Creditor to
accept an unreasonable term extension past the Maturity Date on a
construction loan unduly shifts the risk onto Creditor that Debtor
will be able to perform under an extended loan term, which would
mature years after the original Maturity Date, a date never
contemplated by the parties at loan origination. Accordingly, the
Debtor's Plan is
not fair and equitable within the meaning of 1129(b)(2)(A) and must
be denied.
The Debtor has failed to establish that the proposed balloon
payment is feasible, the Creditor asserts. The Plan proposes a
balloon payment of approximately $204,530 for Class 3 and
approximately $283,487 for Class 4 in 12 months. Presumably, the
Debtor intends to either sell or refinance the Property to fund the
payments. However, the Disclosure Statement and Plan provide no
information to address how the large balloon payments will be
funded during the pendency of the Debtor's bankruptcy case. The
Debtor has offered no evidence to suggest that the real estate
market in the area will drastically improve over the next 12 months
to allow the Debtor to make the balloon payments. Based on the
foregoing, the Plan lacks feasibility and should be denied.
LendingHome also asks the Court to award it its attorneys' fees and
costs.
Attorney for the Creditor:
Gordon W. Green, Esq.
ALDRIDGE PITE, LLP
550 Westcott, Suite 560
Houston, TX 77007
Telephone: (713) 293-3610
Facsimile: (719) 293-3636
About Crescent Haus
Crescent Haus Properties, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40996) on June
6, 2016, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Joyce W. Lindauer, Esq.,
at Joyce W. Lindauer Attorney PLLC.
No official committee of unsecured creditors has been appointed in
the case.
CRITICAL CAR CARE: Court Allows Cash Collateral Use Until Jan. 25
-----------------------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California authorized Critical Car Care, Inc. to use
cash collateral on an interim basis, from
Nov. 15, 2016 through Jan. 25, 2017.
Judge Bluebond acknowledged that the Debtor needs to use cash
collateral in order to avoid harm to the estate.
The Debtor identified American Security Bank and the Small Business
Administration as secured creditors who may assert interests in the
cash collateral.
The secured creditors are granted replacement liens in all
post-petition assets of the Debtor, other than avoidance power
actions and recoveries, of the same extent, validity and priority
as their respective liens and security interests in the prepetition
collateral.
The Debtor is ordered to file and serve its supplement and a notice
of the final hearing on or before Jan. 4, 2017. Oppositions, if
any, were to be filed and served by Jan. 11, 2017, with any reply
filed on or before Jan. 18, 2017.
The final hearing on the Debtor's use of cash collateral is
scheduled on Jan. 25, 2017 at 11:00 a.m.
A full-text copy of the Order, dated Nov. 28, 2016 is available at
http://bankrupt.com/misc/CriticalCar2016_216bk25072bb_36.pdf
About Critical Car Care
Critical Car Care, Inc., filed a chapter 11 petition (Bankr. C.D.
Cal. Case No. 16-25072) on Nov. 15, 2016. The petition was signed
by David G. Stark, President and CEO. The Debtor is represented by
Steven R. Fox, Esq., at the Law Offices of Steven R. Fox. The
Debtor estimated assets at $100,001 to $500,000 and liabilities at
$500,001 to $1 million at the time of the filing.
CTI BIOPHARMA: Has Net Financial Standing of $30.3M as of Oct. 31
-----------------------------------------------------------------
CTI BioPharma Corp. or CTI Parent Company reported estimated and
unaudited net financial standing of $30.3 million as of Oct. 31,
2016. The total estimated and unaudited net financial standing of
CTI Consolidated Group as of Oct. 31, 2016, was $31.6 million.
CTI Parent Company trade payables outstanding for greater than 31
days were approximately $6.1 million as of Oct. 31, 2016. CTI
Consolidated Group trade payables outstanding for greater than 31
days were approximately $7.0 million as of Oct. 31, 2016.
During October 2016, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.
As of Oct. 31, 2016, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.
During the month of October 2016, the Company's common stock, no
par value, outstanding decreased by 206,719 shares. As a result,
the number of issued and outstanding shares of Common Stock as of
Oct. 31, 2016, was 282,301,610.
A full-text copy of the press release is available for free at:
https://is.gd/ODvDJy
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $122.62 million on $16.11 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $96.0 million on $60.07
million of total revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total
assets, $63.96 million in total liabilities and $12.51 million in
total shareholders' equity.
The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on its
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, and for the year ended
Dec. 31, 2014, regarding their substantial doubt as to the
Company's ability to continue as a going concern. The Company said
that although its independent registered public accounting firm
removed this going concern explanatory paragraph in its report on
our Dec. 31, 2015, consolidated financial statements, the Company
expects to continue to need to raise additional financing to fund
its operations and satisfy obligations as they become due.
According to the Company, the inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of its common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and the
Company cannot guarantee that it will not receive such an
explanatory paragraph in the future.
CULLMAN REGIONAL: Moody's Affirms Ba1 Rating to $61MM Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service affirms the Ba1 assigned to Cullman
Regional Medical Center (AL) (CRMC) $61 million of outstanding
rated revenue bonds. The bonds are issued through the Health Care
Authority of Cullman County. The rating outlook is stable.The Ba1
rating acknowledges the system's multiyear improvement in operating
performance, strengthening of the balance sheet and favorable
market position. Further supporting the system's Ba1 rating is the
system's sole community provider status which results in an
increased Medicare reimbursement rate. Offsetting these strengths
are the system's large debt burden leveraging its operations and
balance sheet.
Rating Outlook
The stable outlook reflects our expectation that the system will be
able to maintain adequate cash and operating performance as it
embarks on a heavy capital spending period. Further supporting the
stable outlook is our expectation that the system will continue to
manage its large debt burden and maintain its favorable market
position.
Factors that Could Lead to an Upgrade
-- Material enterprise growth and geographic diversification
-- Significant reduction in leverage
-- Sustained growth in margins and liquidity
-- Factors that Could Lead to a Downgrade
-- Increase in debt not commensurate with increase in cash and
cash flow
-- Erosion in market share resulting in constrained utilization
metrics
-- Deterioration of operating performance
Legal Security
The bonds are secured by a revenue pledge (as defined in the bond
documents) of the Obligated Group, which consists of Cullman
Regional Medical Center (an Alabama nonprofit corporation and a
501(c)(3) organization) and the Health Care Authority of Cullman
County, and a mortgage on the land and buildings.
Use of Proceeds
Not Applicable
Obligor Profile
Cullman Regional Medical Center is a small, 145 bed and $112
million in revenue hospital located in the county and city of
Cullman. CRMC is a blended component unit of the Authority which is
component unit of Cullman County, Alabama. CRMC is a level III
trauma center and operates a cardiac center.
Methodology
The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in November 2015.
CUPEYVILLE SCHOOL: Disclosure Statement Hearing Set for Jan. 11
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on January 11, at 9:00 a.m., to consider approval of
the disclosure statement explaining the Chapter 11 plan of
Cupeyville School, Inc.
Under the plan, holders of allowed Class 4 general unsecured claims
of $75,000 or less will be paid 5% of their claims in cash. These
creditors will receive payments on the effective date of the plan.
Meanwhile, holders of allowed Class 4 general unsecured claims over
$75,000 will be paid 5% of their claims through 60 equal
consecutive monthly installments of $1,324.37, commencing on the
effective date and continuing on the 30th day of the subsequent 59
months.
About Cupeyville School
Cupeyville School, Inc., is a private, non-sectarian,
co-educational college preparatory institution, located at Cupey
Bajo, Ra-o Piedras, Puerto Rico. It serves a predominantly
Hispanic population offering a learning program for students in
grades from Pre Pre-Kinder through 12th grade. It was organized in
1963, responding to the needs of a growing suburban community
interested in a bilingual/co-educational learning program. It is
accredited by the Middle States Association, the Department of
Education of Puerto Rico, and recognized as a School of Excellence
by the U.S. Department of Education, Blue Ribbon School of
Excellence. It is the only accredited school in Puerto Rico in
hands of a Puerto Rican family. It is ranked by the Caribbean
Business as fifth of the 28 Largest Private Schools in Puerto Rico
(2013-2014).
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 15-09822) on Dec. 12, 2015. The petition was signed
by Ricardo Gonzalez, president.
The case is assigned to Judge Mildred Caban Flores.
At the time of the filing, the Debtor disclosed $7.01 million in
assets and $7.25 million in liabilities.
CUPEYVILLE SCHOOL: Toyota Credit to Get Monthly Payments of $943
----------------------------------------------------------------
Cupeyville School, Inc., filed with the U.S. Bankruptcy Court for
the District of Puerto Rico an amended disclosure statement
accompanying its amended plan of reorganization, dated Nov. 4,
2016.
Class 2 consists of Toyota Credit de Puerto Rico's Secured Claim
resulting from a vehicle loan granted to Debtor. The claim will
continue to be paid as contractually agreed, with monthly payments
of $942.99, until full payment thereof.
Class 3 consists of the Holders of Allowed Pre-Petition Cure Claims
arising from assumed executory
contracts. As were reduced for the payments made during the
pendency of the case, if any, the claims shall be paid in full by
Debtor, on the Effective Date of Debtor's Plan.
Class 4 consists of Holders of Allowed General Unsecured Claims.
The Holders of Allowed General Unsecured Claims (excluding those
from Debtor's Shareholders), of $75,000 or less, will be paid in
full satisfaction of their claims 5% thereof, in cash, on the
Effective Date.
The Holders of Allowed General Unsecured Claims over $75,000, will
be paid in full satisfaction of their claims 5% thereof through
sixty equal consecutive monthly installments of $1,385.21,
commencing on the Effective Date of Debtor’s Plan and continuing
on the thirtieth day of the subsequent fifty-nine months.
The Debtor believes the funds and assets are sufficient for
payments required under the Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/prb15-09822-11-114.pdf
About Cupeyville School
Cupeyville School, Inc., is a private, non-sectarian,
co-educational college preparatory institution, located at Cupey
Bajo, Ra-o Piedras, Puerto Rico. It serves a predominantly
Hispanic population offering a learning program for students in
grades from Pre Pre-Kinder through 12th grade. It was organized
in 1963, responding to the needs of a growing suburban community
interested in a bilingual/co-educational learning program. It
is
accredited by the Middle States Association, the Department of
Education of Puerto Rico, and recognized as a School of Excellence
by the U.S. Department of Education, Blue Ribbon School of
Excellence. It is the only accredited school in Puerto Rico in
hands of a Puerto Rican family. It is ranked by the Caribbean
Business as fifth of the 28 Largest Private Schools in Puerto Rico
(2013-2014).
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 15-09822) on Dec. 12, 2015. The petition was
signed
by Ricardo Gonzalez, president.
The case is assigned to Judge Mildred Caban Flores.
At the time of the filing, the Debtor disclosed $7.01 million in
assets and $7.25 million in liabilities.
DEER MEADOWS: Taps JCH Consulting as Real Estate Broker
-------------------------------------------------------
Deer Meadows, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Oregon to hire a real estate broker.
The Debtor proposes to hire JCH Consulting Group, Inc. to sell its
real property located in Sheridan, Oregon, and other assets. The
firm will get 3% of the gross sales price, which is only payable
upon a successful sale.
Leroy Blake, a real estate broker employed with JCH, disclosed in a
court filing that the firm does not have any interest adverse to
the Debtor's estate or any of its creditors.
The firm can be reached through:
Leroy Blake
JCH Consulting Group, Inc.
1245 N. Huxford Lane
Anaheim Hills, CA 92807
Office: 888-916-1212
Email: info@thejchgroup.com
About Deer Meadows
Deer Meadows filed a Chapter 11 petition (Bankr. D. Ore. Case No.
16-33768) on Sept. 30, 2016. The petition was signed by Kristin
Harder, manager. The case is assigned to Judge Peter C.
McKittrick. The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.
The Debtor is represented by Stephen T. Boyke, Esq., at the Law
Office of Stephen T. Boyke.
Gail Brehm Geiger, the Acting United States Trustee for the
District of Oregon, appointed Suzanne Koenig, as the Patient Care
Ombudsman for Deer Meadows, LLC.
DEXTERA SURGICAL: Stockholders Elect Six Directors
--------------------------------------------------
At the annual meeting held on Nov. 22, 2016, Dextera Surgical's
stockholders:
(1) elected each of each of Thomas A. Afzal, Michael A. Bates,
Gregory D. Casciaro, Michael R. Kleine, Samuel E. Navarro,
and Julian N. Nikolchev as a director to hold office until
the 2017 Annual Meeting of Stockholders and until his
successor is elected and has qualified, or, if sooner, until
the director's death, resignation or removal;
(2) approved, on an advisory basis, the compensation of
Dextera's named executive officers;
(3) ratified the selection by the audit committee of the Board
of BDO USA LLP as Dextera's independent registered public
accounting firm for the fiscal year ending June 30, 2017;
(4) approved the 2016 Equity Incentive Plan, as amended; and
(5) approved the 2016 Employee Stock Purchase Plan.
Mr. Kleine has become a member of the Audit Committee of the Board
of Directors of Dextera replacing Mr. Younger in that position, as
Mr. Younger ceased to be a member of the Board of Directors and
Audit Committee effective with the Annual Meeting.
The aggregate number of shares of Dextera common stock that may be
issued pursuant to stock awards under the 2016 Plan will not exceed
1,615,512 shares, which number is the sum of (i) 500,000 shares
which were added to the share reserve at the Annual Meeting, plus
(ii) the 600,000 shares originally reserved under the 2016 Plan,
plus (iii) the number of shares subject to outstanding stock awards
that were granted under the 2005 Equity Incentive Plan that, from
and after its expiration date in October 2015, expire or terminate
for any reason prior to exercise or settlement or are forfeited
because of the failure to meet a contingency or condition required
to vest such shares, if any, as such shares become available from
time to time. The 2016 Plan provides for the grant of incentive
stock options, or ISOs, nonstatutory stock options, or NSOs, stock
appreciation rights, restricted stock awards, restricted stock unit
awards, performance-based stock awards, and other forms of equity
compensation, or collectively, stock awards, all of which may be
granted to employees, including officers, non-employee directors
and consultants of Dextera and our affiliates. The maximum number
of shares that may be issued upon the exercise of ISOs under 2016
Plan is 1,100,000 shares. Additionally, the 2016 Plan provides for
the grant of performance cash awards.
The aggregate number of shares of Dextera common stock that may be
issued pursuant to the ESPP is 300,000 shares. The ESPP is
implemented by offerings of rights to all eligible employees from
time to time. Dextera's board of directors determines the terms
and conditions of offerings. The maximum length for an offering
under the ESPP is 27 months. The provisions of separate offerings
need not be identical. When an eligible employee elects to join an
offering period, he or she is granted a purchase right to acquire
shares of common stock on each purchase date within the offering
period. On the purchase date, all payroll deductions collected
from the participant during the purchase period are automatically
applied to the purchase of common stock, subject to certain
limitations. The Dextera board of directors currently anticipates
that each offering under the ESPP will be 24 months long,
consisting of four separate "purchase periods" of approximately six
months each. The first day of an offering is referred to as an
"offering date," and the last day of an offering or purchase period
is referred to as a "purchase date." Subsequent 24 month offerings
will commence every six months following the commencement of the
initial offering, unless longer or shorter offerings and/or
purchase periods are established and approved by the Dextera board
of directors.
About Dextera Surgical Inc.
Dextera Surgical Inc., formerly Cardica, Inc., is focused on the
commercialization and development of microcutter product line
intended for use by surgeons. The Company is engaged in
commercializing and developing MicroCutter XCHANGE 30 based on its
staple-on-a-strip technology for use by thoracic, pediatric,
bariatric, colorectal and general surgeons. Its MicroCutter
XCHANGE 30 is a cartridge based microcutter device with around five
millimeter shaft diameter and around 30 millimeter staple line
cleared for use in the United States for specific indications for
use, and in the European Union for a range of indications for use.
Dextera reported a net loss of $15.98 million in 2015, a net loss
of $19.18 million in 2014 and a net loss of $16.96 million in
2013.
As of Sept. 30, 2016, Dextera had $12.06 million in total assets,
$8.43 million in total liabilities and $3.62 million in total
stockholders' equity.
BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
DIRECT MEDIA: Wants to Pay Prepetition Employee Claims
------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court Northern
District of Illinois will convene a hearing on Dec. 7, 2016 at
10:00 a.m. to consider Direct Media Power, Inc.'s payment of
regularly scheduled postpetition pay of prepetition compensation;
and any and all local, state and federal tax contributions and
withholdings related to the prepetition period or funds accruing
prepetition.
Established in 2010 and located Wood Dale, Illinois, the Debtor is
a large privately owned liquidator of unsold prime commercial radio
airtime nationwide. Despite strong brand recognition within its
industry, the Debtor has sought relief under Chapter 11 of the Code
in order to successfully reorganize its business and restructure
its debt. The Debtor is currently unable to service its debt
obligations, which consist primarily of unsecured trade debt,
including, specifically, a large judgment.
As of the Petition Date, the Debtor employed 39 individuals. The
Debtor's established practice is to pay employees weekly, one week
in arrears. Thus, wages earned for the week ending Nov. 18, 2016
(e.g., prepetition) became due and payable the employees on Nov.
25, 2016 (e.g., postpetition). The total gross wages paid on Nov.
25, 2016 for prepetition wages earned was $77,757 ("Compensation").
The Debtor contends that the payment of the Compensation is
necessary for the preservation of the Debtor's business and the
estate, as each employee's continued service is necessary for the
continued operation of the its business.
Furthermore, the Debtor is required by law to withhold from an
employee's wages amounts related to federal, state and local income
taxes and social security taxes ("Withheld Amounts") for remittance
to the appropriate federal, state or local taxing authority. The
Debtor must then match from its own funds for social security and
pay, based on a percentage of gross payroll, additional amounts for
state and federal unemployment insurance ("Payroll Taxes"). The
Debtor contends that the payment of Payroll Taxes is necessary for
its rehabilitation.
The Debtor has withheld from the Compensation the sum of $16,552 as
Withheld Amounts. In addition, the Debtor has set aside the sum of
$6,267 as the matching equivalent for social security
contributions. The Debtor asks the authority, but not direction,
to satisfy such prepetition obligations with the Internal Revenue
Service and Illinois Department of Revenue, among others.
During each pay period, the Debtor routinely deducts certain
amounts from paychecks, including, without limitation, (a)
garnishments, child support and similar deductions, and (b)
after-tax deductions payable for certain employee's share of health
care benefits ("Additional Deductions"). The Debtor collects such
amounts and then must forward to various third parties. The Debtor
does not offer any retirement benefits or disability insurance.
The Debtor has withheld from the Compensation the sum of $1,604 as
additional deductions and withholdings. The Debtor seeks the
authority, but not direction, to satisfy these prepetition
obligations to the respective third party payees. The Debtor
contends that such payments are necessary not only to maintain its
employees but also as it has deducted, but not paid, monies due on
behalf of their employees and consequently has no right to the
monies.
The Debtor also provide certain eligible employees with vacation
and paid time off ("PTO"). Generally, the Debtor's employees
become eligible for 40 hours of paid vacation after 1 year of
continuous employment. Employees are also eligible for additional
paid time off for personal matters, funerals and jury duty.
Subject to some restrictions, unused accrued PTO is generally
payable to employees in cash upon the employees' resignation or
termination.
The Debtor asks authorization to continue its PTO policy
post-petition and to honor PTO liabilities to its employees that
may have arisen prior to the Petition Date. The Debtor anticipates
that many employees will use accrued PTO in the ordinary course of
business without causing any material cash flow requirements beyond
the Debtor's normal payroll obligations.
The Debtor occasionally reimburses certain business-related
expenses incurred by employees incurred in the scope of their
employment, some of which may have been incurred but not yet
reimbursed as of the Petition Date ("Reimbursable Expenses"). The
Debtor estimates that all outstanding Reimbursable Expenses owed to
employees have been paid as of the Petition Date. Nevertheless, in
the event that any prepetition Reimbursable Expenses remain unpaid
as of the Petition Date, the Debtor asks authority to pay such
Reimbursable Expenses in the ordinary course of business.
Finally, the Debtor asks that all applicable banks and other
financial institutions be authorized and directed to receive,
process, honor and pay all checks presented for payment and to
honor all fund transfer requests made by the Debtor related to the
Compensation, Payroll Taxes and Additional Deductions, whether such
checks were presented or fund transfer requests were submitted
prior to or after the Petition Date. The Debtor represents that
checks other than those for the Prepetition Employee Obligations
will not be honored inadvertently. Moreover, the Debtor represents
that it has sufficient cash reserves to promptly pay all of the
obligations described herein on an ongoing basis and in the
ordinary course of its business.
The Debtor requests an expedited hearing and shorten notice because
the relief requested is necessary to avoid immediate and
irreparable harm to the Debtor's estate. In order to stay in
business and reorganize, the Debtor must maintain its skilled and
experienced workforce.
The Debtor asks the Court to authorize the relief sought for the
continuity of its business and reorganization efforts.
About Direct Media Power
Established in 2010 and located Wood Dale, Illinois, Direct Media
Power, Inc., also known as DMP Teleservices, Inc., is a large
privately owned liquidator of unsold prime commercial radio airtime
nationwide.
Direct Media Power, Inc. sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 16-36934) on Nov. 21, 2016. Judge Timothy A. Barnes
is assigned to the case.
The Debtor estimated assets in the range of $100,000 to $500,000
and $1 million to $10 million in debt.
The Debtor tapped Adam S Tracy, Esq., at The Tracy Firm, Ltd. as
counsel.
The petition was signed by Dean Tucci, president.
DOMINION PAVING: Motleys to Auction Personal Property on Jan. 24
----------------------------------------------------------------
Dominion Paving & Sealing, Inc., asks the Bankruptcy Court Eastern
District of Virginia to authorize the sale of personal property,
consisting of machinery, equipment, and vehicle, at an auction to
be conducted by Motleys Asset Disposition Group on Jan. 24, 2017.
Prior to the Petition Date, various items of the property were
subject to the secured liens of Equify Financial, LLC and SunTrust
Bank. The Debtor is indebted to Equify in the approximate amount
of $120,000.
On March 12, 2015, the Internal Revenue Service gave notice of a
tax lien on all of the assets of the Debtor, including the
property. On July 2, 2015, the IRS filed its Proof of Claim
asserting a secured claim in the amount of $237,302, which lien is
junior to the claims of Equify and SunTrust.
On Oct. 14, 2015, SunTrust filed its Proof of Claim as a secured
claim as of the Petition Date in the amount of $1,341,208,
evidenced by certain notes, a credit line deed of trust, and a
commercial card agreement, among other documents.
By De Minimis Sale Order dated Nov. 19, 2015, the Debtor was
authorized to sell miscellaneous assets of a value of less than
$25,000 without further order of the Court provided that notice and
an opportunity to object was given to certain parties including
SunTrust, the Committee, and prior lenders with a security interest
in a specific item of property to be sold.
By Notice of Transfer dated Oct. 7, 2016, SunTrust assigned its
Proof of Claim, and all rights and interests in the secured claims
asserted therein to Big Shoulders Capital, LLC ("BSC").
On Aug. 9, 2016, the Debtor and Committee filed their Joint Chapter
11 Plan of Reorganization which contemplated the sale of the
property. Following the sale of property, the Debtor intends to
file an Amended Joint Chapter 11 Plan of Reorganization.
By Cash Collateral Order dated Nov. 30, 2016, BSC, the Debtor, and
the Committee entered into an Amended And Restated Final Order
Authorizing The Debtor To Use Cash Collateral, And Granting
Adequate Protection. Among other things, the Cash Collateral Order
provides for the allocation of the proceeds of that sale to BSC.
The Debtor intends to continue to notice certain items of property
for sale in accordance with the De Minimis Sale Order. The Debtor
intends to sell the 6 items of property, valued in excess of
$25,000, and any other item of De Minimis Value not sold by Dec.
31, 2016, at an auction to be conducted by Motleys on Jan. 24,
2017.
The "Listing Agreement" with Motleys provides that Motleys will
receive a commission of 10% for any item selling for $1,000 or less
and 6% for any item selling for more than $1,000. At the auction,
the property will be listed for sale at the appraised value for
each item of property as determined by the Jan. 22, 2016 appraisal
performed for the Debtor by The Dobbins Co. The sale prices will
be subject to reserves agreed in advance between the Debtor and
Motleys. The purchaser will be the highest bidder for each item of
property.
A copy of the list of the property to be sold attached to the
Motion is available for free at:
http://bankrupt.com/misc/Dominion_Paving_341_Sales.pdf
The Debtor proposes to distribute the proceeds of the sale in this
manner:
a. the payment of all usual and customary closing costs and
commissions;
b. the payment of all accrued but unpaid personal property
taxes, if any, on a prorated basis to the date of closing; and
c. as to any remaining balance, in accordance with the Cash
Collateral Order, the United States Bankruptcy Code, and any
applicable confirmed plan of the Debtor.
The property is not necessary for the Debtor's successful
reorganization. In fact, the substantial reduction that the sale
proceeds will provide to BSC will greatly enhance the Debtor's
ability to successfully confirm its Plan. Accordingly, the Debtor
asks the Court to authorize the sale of the property free and clear
of all liens and waive the stay imposed by Bankruptcy Rule
6004(h).
About Dominion Paving
Dominion Paving & Sealing, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E. D. Va. Case No. 15-32966) on
June
10, 2015. The petition was signed by Stephen H. Parham,
president.
The case is assigned to Judge Keith L. Phillips.
At the time of the filing, the Debtor estimated its assets at $1
million to $10 million. The Debtor did not disclose its total
liabilities at the time of the filing.
DOMINION PAVING: Selling Chesterfield Property for $1.2M
--------------------------------------------------------
Dominion Paving & Sealing, Inc., asks the Bankruptcy Court Eastern
District of Virginia to authorize the sale of real property located
at 10900 Paulbrook Drive, Chesterfield, Virginia, to Milmar
Holdings, LLC, and Hazzard Investments, LLC, for $1,150,000.
Prior to the Petition Date, the Debtor owned the Property subject
to an Oct. 25, 2011 credit line deed of trust in the original
principal amount of $850,000 ("DOT") in favor of SunTrust Bank.
The remaining principal balance due on the DOT was $754,501 plus
accrued interest and late fees of $52,518 as of Oct. 31, 2016.
The Debtor is also indebted to SunTrust pursuant to two promissory
notes with total balances, as of Oct. 31, 2016, of $395,909 and one
commercial credit card agreement with a total balance, as of Oct.
31, 2016, of $144,815, all of which are secured against other
assets of the Debtor and cross-collateralized with the DOT.
On March 12, 2015, the Internal Revenue Service gave notice of a
tax lien on all of the assets of the Debtor, including the
property. On July 2, 2015, the IRS filed its Proof of Claim
asserting a secured claim in the amount of $237,302, which lien is
junior to the claims and lien of SunTrust.
On Oct. 14, 2015, SunTrust filed its Proof of Claim. By Notice of
Transfer dated Oct. 7, 2016, SunTrust assigned its Proof of Claim,
and all rights and interests in the DOT, among other things, to Big
Shoulders Capital, LLC ("BSC").
On Aug. 9, 2016, the Debtor and Committee filed their Joint Chapter
11 Plan of Reorganization which contemplated the sale of the
property.
By Cash Collateral Order dated Nov. 30, 2016, BSC, the Debtor, and
the Committee entered into an Amended And Restated Final Order
Authorizing The Debtor To Use Cash Collateral, And Granting
Adequate Protection. Among other things, the Cash Collateral Order
provides: (i) a Dec. 31, 2016 deadline for the Debtor to obtain an
order approving the sale of the property, and (ii) the allocation
of the proceeds of that sale, in part, to BSC.
The Debtor proposes to sell the property to the Buyer for
$1,150,000 and enter into a 5-year Lease Agreement with the Buyer.
A copy of the Commercial Purchase Agreement and the draft Lease
Agreement attached to the Motion is available for free at:
http://bankrupt.com/misc/Dominion_Paving_339_Sales.pdf
The Buyers are purchasing the property as part of a Section 1031
tax-deferred exchange wherein the Buyers are selling other
unrelated property and utilizing the funds from that sale to
purchase the property. The closings for both of the Buyers'
transactions are scheduled for Jan. 3, 2017. Consequently, the
Dec. 31, 2016 deadline in the Cash Collateral Order is required to
effectuate the Section 1031 exchange.
The sales price represents a fair market value of the property.
Chesterfield Commercial Realty ("CCR") aggressively marketed the
property for 4 months. The Purchase Price equates to $112 per
square foot, which is substantially higher than the average price
of $76 per square foot for the 6 comparable properties analyzed by
CCR and recently sold in the same market.
The property is not necessary for the Debtor's successful
reorganization. In fact, the sale proceeds will result in a
substantial reduction (potentially as much as 76%) to the BSC debt
and will greatly enhance the Debtor's ability to successfully
confirm its Plan.
The Debtor proposes to distribute the proceeds of the sale in this
manner:
a. the payment of all usual and customary closing costs and
commissions;
b. the payment of all accrued but unpaid real and personal
property taxes, if any, on a prorated basis to the date of
closing;
c. the payment of the balance owed to BSC on the DOT; and
d. as to any remaining balance, in accordance with the Cash
Collateral Order, the United States Bankruptcy Code, and any
applicable confirmed plan of the Debtor.
The sale of the property will benefit the Estate and is in the best
interests of the Estate and its creditors. Indeed, BSC and the
Committee support the sale, which will enable the Debtor to
significantly reduce its debt and subsequently amend its current
plan of reorganization to restructure the balance of its debts with
BSC, the IRS, and that of its other creditors. Accordingly, the
Debtor asks the Court to approve the sale of the property free and
clear of all liens to the Buyer and authorizing the Debtor to apply
the sale proceeds as requested.
The Debtor further asks the Court to waive the stay imposed by
Bankruptcy Rule 6004(h).
The Purchaser can be reached at:
Wayne T. Hazzard
HAZZARD INVESTMENTS, LLC
11237 Two Pond Lane
Glen Allen, Virginia 23059
About Dominion Paving
Dominion Paving & Sealing, Inc., sought protection under Chapter
11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 15-32966) on June
10, 2015. The petition was signed by Stephen H. Parham,
president.
The case is assigned to Judge Keith L. Phillips.
At the time of the filing, the Debtor estimated its assets at $1
million to $10 million. The Debtor did not disclose its total
liabilities at the time of the filing.
DON GREEN: Needs Access to Regions Bank Cash Collateral
-------------------------------------------------------
Don Green Farms, Inc. requests authority from the U.S. Bankruptcy
Court for the Northern District of Florida to use Regions Bank's
cash collateral.
The Debtor proposes to use cash collateral to fund its ongoing
operations. The Debtor relates that its primary business is
farming watermelons, corn and peanuts. The Debtor further relates
that it is entering its planting season, and accordingly, the
Debtor anticipates earning substantial income during the upcoming
2017 growing and harvesting season.
The Debtor anticipates receiving replacement cash from
post-petition revenues sufficient to replace any cash collateral
used, and proposes to provide Regions Bank with replacement
collateral as adequate protection.
The Debtor intends to maintain all applicable policies of
insurance, and agrees to produce any reports necessary to
demonstrate the Debtor's financial operations, insurance coverage,
and use of cash collateral.
A full-text copy of the Debtor's Motion, dated November 29, 2016,
is available at https://is.gd/IAjxTr
About Don Green Farms
Don Green Farms, Inc. filed a Chapter 11 petition (Bankr. N. D.
Fla. Case No. 16-10261), on November 16, 2016. The Petition was
signed by Donald R. Green, president. The Debtor is represented by
Seldon J. Childers, Esq., at ChildersLaw, LLC. At the time of
filing, the Debtor had $13,987 total assets and $3.95 million total
liabilities.
DOWLING COLLEGE: Files for Chapter 11 to Liquidate Assets
---------------------------------------------------------
Dowling College, a not-for-profit educational corporation,
commenced a voluntary case under Chapter 11 of the Bankruptcy Code
three months after its accreditation was revoked by the Middle
States Commission on Higher Education. The case is pending in the
U.S. Bankruptcy Court Eastern District of New York (Case No.
16-75545) and is assigned to Judge Robert E. Grossman.
According to Robert S. Rosenfeld, chief restructuring officer of
Dowling, a combination of factors led to Dowling's determination to
file for bankruptcy protection including (a) extreme liquidity
challenges due to declining revenue year over year on account of
declining admission of students which was its primary source of
revenue; (b) loss of accreditation and cessation of active
operations as a provider of educational services; and (c) costs of
litigation and progression of collection activity by judgment
creditors.
Mr. Rosenfeld said the loss of accreditation resulted in the loss
of access to the federal loan program that is otherwise available
to qualified institutions under Title IV of the Higher Education
Act. He added that leadership continuity was also a persistent
challenge to Dowling in recent years, having most recently
appointed a new Interim President, Dr. Albert Inserra, in
September, 2014, its third president in three years.
In 2012, enrollment for Dowling was down to approximately 4,000
full time equivalent students. By Spring of 2015, Dowling's
enrollment was approximately 2,300, with the percentage of
undergraduate students declining overall, as disclosed in court
papers.
In its bankruptcy petition, the Debtor estimated assets in the
range of $100 million to $500 million and liabilities of up to $100
million. The Debtor's largest secured creditor is Wilmington
Trust, National Association, as indenture trustee for the series
2006 Bonds, holding a claim of $37.25 million. Dowling's
prepetition secured debt is primarily comprised of three
outstanding issuances of municipal bonds and one outstanding
issuance of corporate bonds. Dowling's annual debt service from
these obligations exceeded $4.5 million in 2015 and resulted in
over $53 million in long term debt outstanding, as disclosed in
court documents.
In June 2015, Dowling defaulted under various provisions of the
trust indentures and entered into forbearance negotiations with its
creditor parties, including the bond trustees. Dowling also
entered into substantially similar forbearance agreements with the
majority holders, Series 2006 Bond Trustee and ACA Financial
Guaranty Corp., as bond insurer in respect of the Series 2006
Bonds.
As a result of the failure to complete definitive documents and
present a viable and sustainable Dowling, following its meeting on
June 23, 2016, MSCHE voted to revoke Dowling's accreditation
effective as of Aug. 30, 2016. With no reasonable options
available, Dowling's Board voted to cease providing educational
services effective as of Aug. 5, 2016, and accept the decision of
MSCHE to revoke accreditation.
According to Mr. Rosenfeld, a consensus was reached among Dowling
and its major creditor parties and other parties-in-interest that
the maximization of value for Dowling's assets, primarily real
estate holdings, would be best achieved through a controlled
liquidation under the protections of the Chapter 11 case. The
Debtor believes that the Chapter 11 case will allow it to run a
fair process to maximize the value of its assets for all
creditors.
The Debtor's immediate post-petition goals are to: (i) orderly
liquidate the real property interests and other unrestricted assets
in a way that maximizes value for the benefit of its creditors;
(ii) ensure that its restricted assets are properly disposed of;
(iii) fulfill the charitable mission; and (iv) work with the
creditor parties, any Creditors' Committee formed and other
creditors to ensure that its financial affairs are properly
organized and evaluated.
Dowling said it negotiated with its major creditor parties to
provide it with the necessary funding to effectuate an orderly
closure and provide as much in terms of transition services to its
continuing students as possible under the circumstances. Dowling
worked closely with various regulators (such as SED, U.S.
Department of Education, and NYSAG) attempting to protect students
and their rights and interests and were ultimately benefited by
several articulation agreements that Dowling was able to negotiate
with various alternative educational providers, including Long
Island University. Pursuant to an articulation agreement, LIU is
now the official repository for Dowling's students in relation to
academic records, including transcripts.
The Debtor anticipates pursuing a comprehensive sale strategy with
regard to its real property that will include a prompt marketing
and sale of its residential portfolio, a prompt marketing and sale
of Oakdale Campus and to the extent feasible, a prompt marketing
and sale of the Brookhaven Dorm, all pursuant to Section 363 of the
Bankruptcy Code. The Debtor also wants to initiate site planning
and approval work in relation to the Brookhaven Campus and
evaluation of strategic disposition alternatives for the property.
If feasible, the Debtor will attempt to propose a Chapter 11 plan
in order to complete the sale of its real property pursuant to the
terms of a plan.
The Debtor believes that the Chapter 11 process affords a better
opportunity to provide a greater return to its creditors than any
alternative wind down or liquidation process.
Plan Support Agreement
On Nov. 29, 2016, the Debtor entered into a plan support agreement
with ACA Financial Guaranty Corp., as the bond insurer for the
Series 2006 Bonds, and certain holders of the Debtor's Series 1996
Bonds, Series 2002 Bonds, and Series 2015 Bonds.
Prior to filing the Chapter 11 case, the Debtor and its
professionals worked together with stakeholders of Dowling's four
outstanding bond issuances and their professionals to develop a
consensual liquidation strategy intended to maximize the value of
the Debtor's assets through a Chapter 11 bankruptcy process.
"The PSA is the culmination of those efforts. It provides the
framework for an orderly liquidation of the Debtor's real property
interests and other unrestricted assets through a cooperative
marketing and sale process, contemplates continued financial
support from the Consenting Creditors in the form of
debtor-in-possession financing and exit financing, provides the
Debtor with assurances of the Consenting Creditors' support of a
Chapter 11 liquidating plan, and allows the Debtor to fulfill its
fiduciary duties and charitable mission to the greatest extent
possible under the circumstances.
"The PSA was achieved through lengthy, good faith, arms' length
negotiations and has received the support of all of the Debtor's
major secured creditors that have liens on and security interests
in substantially all of the Debtor's unrestricted assets. The
Debtor believes, consistent with its good faith business judgment
and the exercise of its fiduciary duties, that the PSA sets forth
the best way to maximize value, is fair and reasonable, and is in
the best interests of all creditors of the Debtor's estate," Mr.
Rosenfeld said.
First Day Motions
Simultaneously with the filing of the Chapter 11 petition, the
Debtor filed its first day motions and applications in order to
minimize the adverse impact of the commencement of its bankruptcy
case on its limited operations and sale process.
The Debtor is seeking permission to, among other things, obtain
$4.97 million post-petition financing as well as to use cash
collateral. The Debtor maintained that without access to
post-petition financing, it will be unable to liquidate its
properties.
Dowling also seeks to provide adequate protection to prepetition
secured parties, retain professionals and real estate brokers,
establish sale procedures, and pay certain pre-petition claims,
including employee benefits and insurance.
A full-text copy of Robert S. Rosenfeld's declaration in support of
the First Day Motions is available for free at:
http://bankrupt.com/misc/23_DOWLING_Affidavit.pdf
About Dowling College
Dowling College operated as an independent comprehensive
educational institution in the liberal arts tradition, the mission
of which was to provide its students with a well-rounded education
based upon innovative teaching, informed and engaging research, and
a commitment to democratic citizenship with a community service
component. It was incorporated by the Board of Regents of the
University of the State of New York upon issuance of an absolute
charter in the first instance on Sept. 27, 1968. Most recently,
Dowling provided undergraduate and graduate programs with
significant concentrations in liberal arts, business, education and
aviation.
The Debtor has hired Klestadt Winters Jureller Southard & Stevens,
LLP as counsel; Ingerman Smith, LLP as special counsel in relation
to education, landlord tenant, and labor law matters; Smith &
Downey, PA as special counsel in relation to employee compensation
and benefits matters, including under the Employee Retirement
Income Security Act of 1974; A&G Realty Partners, LLC and Madison
Hawk Partners, LLC as real estate advisors; Douglas Elliman and
CBRE, Inc. as real estate brokers; and Garden City Group, LLC as
claims and noticing agent.
DOWLING COLLEGE: Proposes Procedures for Sale of 32 Oakland Parcels
-------------------------------------------------------------------
Dowling College asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the residential sale procedures
in connection with the sale of its portfolio of ancillary, mostly
residential, real property and any personal property located
thereon ("Residential Portfolio") to potential buyers pursuant to a
proposed Purchase Agreement.
The Residential Portfolio consists of 32 noncontiguous parcels of
predominantly residential property owned by the Debtor and
scattered through the neighborhood adjacent to the Debtor's former
main campus located at 150 Idle Hour Boulevard, Oakdale, New York.
Twenty four of these parcels were utilized as residential
properties and either rented to third party tenants or occupied by
faculty. Seven were used in the Debtor's operations. One of the
parcels is vacant land.
To provide confidence and comfort to all of the Debtor's
stakeholders concerning the sales effort, including creditors and
existing and prospective Buyers, the Debtor seeks entry of the Sale
Order authorizing the Debtor to (i) proceed to a closing with those
Buyers currently under contract ("Pending Sales") and (ii) enter
into postpetition contracts for the sale of any parcel in the
Residential Portfolio and to close on such sales. Toward that end,
the Debtor asks that the Court authorize the "Residential Sale
Procedures," which will permit the closing of the Residential
Portfolio without the need for a specific hearing for each sale, in
the event that the Creditors' Committee and the Secured Parties
consent to such sale.
The Debtor submits that the ability to sell the Residential
Portfolio free and clear of all liens, claims and encumbrances,
security interests and other interests is of paramount importance
to the successful liquidation of the Debtor.
The Residential Portfolio serves as collateral for 3 series of
bonds issued by or for the benefit of the Debtor ("Secured
Obligations"): (a) a series of revenue bonds issued for the benefit
of the Debtor by the Suffolk County Industrial Development Agency
in 1996; (b) a series of revenue bonds issued for the benefit of
the Debtor by the Town of Brookhaven Industrial Development Agency
in 2002; and (c) a series of revenue bonds issued by the Debtor in
2015.
Prior to the Petition Date, the Debtor, in consultation with UMB
Bank, National Association, as indenture trustee for the Secured
Obligations, and certain institutional holders of the Secured
Obligations ("Secured Parties"), commenced marketing of the
Residential Portfolio. Prior to the Petition Date, the Debtor
hired Douglas Elliman ("Residential Agent") as its real estate
broker to market and sell the Residential Portfolio.
Contemporaneously with the filing of the instant Motion, the Debtor
is filing an application to retain Douglas Elliman to continue to
market and sell these assets.
This process has been robust and portions of the Residential
Portfolio have been listed for sale since March, 2016. These
ongoing efforts have resulted in 8 fully negotiated and executed
pre-petition contracts ("Pre-Petition Sales Contracts") for the
Pending Sales.
To facilitate the Pending Sales, the Debtor proposes "Residential
Sale Procedures" authorizing the Debtor to, in general terms:
a. consummate the Pending Sales in accordance with the
Pre-Petition Sales Contracts;
b. apply any deposits made with the Debtor as provided under the
Pre-Petition Sales Contracts; and
c. pay closing costs when consummating Pending Sales that are
customarily satisfied by sellers in real estate transactions in
Suffolk County, New York out of gross proceeds thereof, including
state transfer taxes (if necessary), property condition disclosure
reimbursement payments and, subject to the terms of any order by
the Court approving the Debtor's retention of the Residential
Agent, fees, commissions and expenses of the Residential Agent
("Ancillary Sale Costs").
With respect to the remaining properties within the Residential
Portfolio, the Debtor proposes that the Residential Sale Procedures
authorize the Debtor to, in general terms:
a. continue marketing the Residential Portfolio in consultation
with the Secured Parties in a manner consistent with the
pre-petition marketing effort for these assets;
b. provide notice promptly to (a) counsel to the Secured
Parties, (b) counsel to any statutory committee, and (c) any other
party asserting a lien of record against the associated property
("Sale Notice Parties") after any proposed sale of assets that
comprises the Residential Portfolio becomes subject, after the date
hereof, to an agreed-upon form of purchase and sale agreement
("Post-Petition Sales Contract");
c. consummate any sale described in a notice to Sale Notice
Parties in accordance with the applicable Post-Petition Sales
Contract absent objection by Sale Notice Parties to the proposed
sale price thereunder on or before the date that is 10 days after
the date notice is given;
d. apply any deposits made with the Debtor as provided under any
such Post-Petition Sales Contracts; and
e. pay Ancillary Sale Costs in consummating sales from the
Residential Portfolio.
To the extent there are unresolved objections as to the proposed
sale price for any transaction contemplated by a Post-Petition
Sales Contract, the Debtor will seek further relief from the
Court.
The Debtor believes, in an exercise of informed business judgment,
that the sale of the Residential Portfolio is in the best interests
of the Debtor, its creditors and the Debtor's estate. The proposed
Residential Sale Procedures will facilitate the Debtor's efforts to
maximize recoveries from the Residential Portfolio while
safeguarding the interests of stakeholders in the Chapter 11 Case.
A copy of the Purchase Agreement, Residential Sale Procedures and
Residential Portfolio attached to the Motion is available for free
at:
http://bankrupt.com/misc/Dowling_College_14_Sales.pdf
The sales contemplated by this Motion and the proposed Residential
Sale Procedures should be free and clear of all liens, claims,
interests and encumbrances. That relief is appropriate for the
Residential Portfolio since potential homebuyers may not proceed if
the Debtor cannot deliver clean title at closing.
To strike an appropriate balance between the possibly competing
interests of stakeholders, the Debtor is limiting its requests to
consummate Pending Sales as part of interim relief to these parcels
where the sale date has already lapsed and where, in at least some
cases, the buyer has informed the Debtor it is facing expiration of
a rate lock:
Parcel Address Contract Price Outside
Closing Date
a. 64 Van Bomel Ave. $323,500 Oct. 6,
2016
b. 138 Central Ave. $335,000 Sept.
30, 2016
c. 102 Connetquot Ave. $561,500 Sept.
15, 2016
d. 115 Idle Hour Blvd. $327,500 Nov.
14, 2016
e. 99 Idle Hour Blvd. $284,000 Nov. 4,
2016
f. 80 Chateau Blvd. $295,000 Nov. 4,
2016
Failure to approve the Residential Sale Procedures on an interim
basis may also harm on-going negotiations regarding the remaining
Residential Portfolio by forcing the Debtor and other stakeholders
to stand down pending approval by the Court.
Accordingly, the Debtor asks the Court to waive Bankruptcy Rule
6003's limitation on asset dispositions during the initial days of
the proceeding. The Debtor similarly asks the Court to waive
Bankruptcy Rule 6004(h)'s stay so that the closing for each of the
Residential Portfolio may occur as soon as possible.
Dowling College sought Chapter 11 protection (Bankr. E.D. N.Y. Case
No. 16-75545) on Nov. 29, 2016.
DOWLING COLLEGE: Seeks to Hire Garden City Group as Claims Agent
----------------------------------------------------------------
Dowling College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Garden City Group, LLC as
claims and noticing agent.
The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Debtor's Chapter 11 case.
Garden City has agreed to provide discounted hourly rates and to
cap its highest hourly rate at $295. The hourly rates charged by
the firm are:
Administrative/Mailroom/Claims Control $45 - $55
Project Administrators $70 - $85
Project Supervisors $95 - $110
Graphic Support & Technology Staff $100 - $200
Project Managers/Senior Project Managers $125 - $175
Directors and Asst. Vice-Presidents $200 - $295
Vice-Presidents and above $295
Craig Johnson, assistant vice-president for operations at Garden
City, 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:
Craig Johnson
Garden City Group, LLC
1985 Marcus Ave.
Lake Success, NY 11042
Phone: (800) 327-3664
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.
Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county. It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator. It expanded its facilities in 1993 with the
development of the Brookhaven campus.
DOWLING COLLEGE: Seeks to Hire Smith & Downey as Special Counsel
----------------------------------------------------------------
Dowling College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Smith & Downey, PA as its
special counsel.
The services to be provided by the law firm include:
(a) assisting the Debtor in winding down its employee benefit
plans;
(b) assisting the Debtor in analyzing and determining any
priority claims resulting from the wind down of the
plans;
(c) advise the Debtor regarding any underfunding issues in
connection with the wind down of the plans;
(d) navigating various levels of governmental regulations
applicable to the plans; and
(e) perform other legal services with respect to ERISA and
employee compensation.
The hourly rates charged by the firm are:
Michael Connors $470
Associate Attorneys $275 - $425
Paralegals $125
Mr. Connors disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
Smith & Downey can be reached through:
Michael Connors
Smith & Downey, PA
Garden City Center
100 Quentin Roosevelt Boulevard, Suite 210
Garden City, NY 11530
Phone: 631-755-0100
Fax: 631-755-0110
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.
Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county. It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator. It expanded its facilities in 1993 with the
development of the Brookhaven campus.
DOWLING COLLEGE: Selling Oakdale Campus, Auction on March 31
------------------------------------------------------------
Dowling College asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the bidding procedures in
connection with the sale of real property consisting of an
estimated 23 acre campus located at 150 Idle Hour Boulevard,
Oakdale, New York ("Oakdale Campus") at an auction to be held on
March 31, 2017 at 11:00 a.m. (PET).
The sale of the Oakdale Campus includes the real property and all
fixtures but does not include personal property located at the
Oakdale Campus.
The Debtor is the fee owner of the Oakdale Campus which contains
several improvements, including a former mansion of the Vanderbilt
family, a student center, science center and dormitory building.
Within the neighborhood adjacent to the Oakdale Campus are 32
parcels of predominantly residential property and associated
personal property owned by Dowling, most of which are improved by
single family residences Dowling historically leased to third party
residential tenants, and some of which were used as faculty offices
and for other functions ancillary to Dowling's former business
("Residential Portfolio"). Dowling is also the fee owner of
approximately 105 acres of land located at 1300 William Floyd
Parkway, Shirley, Town of Brookhaven, New York ("Brookhaven
Campus"), which was home to Dowling’s School of Aviation and
sports management program, Dowling's NCAA Division II athletic
program, and a 289-bed dormitory facility located thereon.
Dowling's prepetition secured debt is primarily comprised of 3
outstanding issuances of municipal bonds and one outstanding
issuance of corporate bonds. Certain improvements, construction
and equipping of Dowling's athletic field complex on 33 acres of
the Brookhaven Campus, the Brookhaven Campus cafeteria, and certain
capital improvements on the Oakdale Campus, among other things,
were financed with the proceeds of the issuance of those certain
SCIDA Civic Facility Revenue Bonds, Series 2006A, in the principal
amount of $34,910,000 and SCIDA Taxable Civic Facility Revenue
Bonds, Series 2006B, in the principal amount of $4,000,000 ("Series
2006 Bonds"), under that certain Trust Indenture ("Series 2006
Indenture"), dated as of June 1, 2006, between SCIDA, as issuer,
and The Bank of New York, as predecessor in interest to Wilmington
Trust, National Association, as trustee ("Series 2006 Trustee").
The "Series 2006 Bond Documents" will refer collectively to the
Series 2006 Indenture and all other documents evidencing or
securing the Series 2006 Bonds.
As a result of the financing transactions set forth, all of
Dowling's real property and substantially all of its personal
property (excluding restricted assets), including the Oakdale
Campus, the Brookhaven Campus and the Residential Portfolio, are
subject to the liens and security interests of Dowling's
prepetition bondholders. As relevant to the Motion, the Oakdale
Campus, to the extent of the Series 2006 Indenture, is subject to
the first liens and security interests of the Series 2006 Bond
Trustee.
In addition, Dowling is obligated under that certain U.S.
Department of Education College Facilities Loan Program Loan
Agreement ("DOE Note"), dated as of Feb. 18, 1990, between Dowling
and the United States of America, acting by and through the
Secretary of the Department of Education ("DOE"), in the principal
amount of up to $3,000,000, bearing interest at 5.5% and maturing
in 2022. Pursuant to the DOE Note, Dowling obtained funds from the
DOE to finance the renovation and rehabilitation of its Kramer
Science Building on the Oakdale Campus. Pursuant to that certain
Mortgage Note, dated as of Dec. 8, 1992, by Dowling in favor of the
DOE, the DOE Note is purportedly secured by the real property
financed by the loan proceeds, located on the Oakdale Campus in
Oakdale, Suffolk County, New York. However, Dowling is not aware
that the same is recorded or otherwise perfected and may not be
deemed to be secured by the underlying property.
In addition to the foregoing, several parties have filed mechanics
liens on the Oakdale Campus. Still other creditors have recently
obtained judgments on account of otherwise unsecured obligations.
Following the commencement of the case, the Debtor anticipates
pursuing a comprehensive sale strategy with regard to all of its
real property.
Contemporaneously with the filing of the instant motion, the Debtor
is filing a motion seeking to retain A&G Realty Partners, LLC and
Madison Hawk Partners, LLC ("Campus Agents") to market and sell,
among other things, the Oakdale Campus. Subject to the Court's
approval, the Campus Agents will conduct a marketing process and
solicit and manage offers to purchase the Oakdale Campus.
To date, no Stalking Horse Bidder has been identified. However,
the Debtor reserves the right throughout the marketing process to
enter into a Purchase Agreement with a Stalking Horse Bidder, and
thereafter proceed to an auction, if necessary, to maximize the
value that the Debtor may realize from the sale of the Oakdale
Campus. The Campus Agents intend to initially solicit offers on
the Oakdale Campus through a sealed bid process. As further
encouragement to interested parties to submit a competitive bid
early, if an auction is held, only the top 3 bidders (or those
within 15% of the highest bid) will be permitted to attend and
participate at the auction.
The Debtor's professionals and the Campus Agents believe that
certain bid protections will likely be needed to secure a quality
Stalking Horse Bidder. The Debtor therefore seeks authority to
enter into an agreement with a Stalking Horse Bidder with bid
protections to include a Termination Fee and Expense Reimbursement
not to exceed, in the aggregate, 2% of the proposed sale price of
the Oakdale Campus.
Any such Termination Fee and Expense Reimbursement would be payable
in the event that competing bid is accepted by the Debtor and the
Bankruptcy Court issues an order approving a transaction with such
alternative party or otherwise confirming a plan which does not
involve the sale of the Oakdale Campus to the Stalking Horse Bidder
("Alternate Transaction").
The Successful Bidder of the Oakdale Campus will be party to the
proposed Purchase Agreement with the Debtor.
The salient terms of the Purchase Agreement are:
a. Seller: Dowling College
b. Asset: Oakdale Campus
c. Purchase Price: Cash or cash equivalents at Closing.
d. Approval Order and Closing Date: Closing no later than 30
days after entry of the Sale Order.
e. Termination Fee and Expense Reimbursement: If an Alternate
Transaction with respect to the Oakdale Campus is consummated, the
Stalking Horse Bidder will be entitled to a Termination Fee and
Expense Reimbursement not to exceed, in the aggregate 2% of the
sale price of the Oakdale Campus, subject to the Court's approval.
The Bidding Procedures are intended to permit a fair and efficient
competitive sale process.
The material terms of the Bidding Procedures are:
a. Bid Deadline: March 27, 2017 at 4:00 p.m. (PET)
b. Minimum Bid: The amount of the purchase price in a bid for
the Oakdale Campus must be one (1) of the 3 highest and otherwise
best bids, or within 15% of the highest and otherwise best bid.
c. Additional Bid Protections: A bid, other than the Stalking
Horse Bidder, must not request or entitle the Potential Bidder to
any termination fee, transaction or break-up fee, expense
reimbursement, or similar type of payment.
d. Deposit(s): A Potential Bidder must deposit not less than 5%
of the initial purchase price set forth in the Modified Purchase
Agreement with the Debtor on or before the Bid Deadline.
e. As Is. Where Is: Any Modified Purchase Agreement must
provide that the sale will be on an "as is, where is" basis and
without representations or warranties of any kind except and solely
to the extent expressly set forth in such agreement of the
Successful Bidder.
f. Sale to a Qualified Bidder Without Auction: The Debtor,
after consultation with the 2006 Secured Parties and the Creditors'
Committee, will have the right to determine whether, after review
of the Qualified Bids, it will proceed with the Sale Hearing and
seek approval of the Modified Purchase Agreement proposed by a
Qualified Bidder and the transaction contemplated thereby or
whether it should proceed to auction.
g. Sale to the Stalking Horse Bidder: In the event of a
Stalking Horse Bidder, the Purchase Agreement with the Stalking
Horse Bidder will be deemed a Qualified Bid and the Stalking Horse
Bidder will be deemed a Qualified Bidder. If no Qualified Bid
other than Stalking Horse Bidder's is submitted by the Bid
Deadline, the Debtor will not be required to proceed with an
auction, but will proceed with the Sale Hearing and seek approval
of the Purchase Agreement with the Stalking Horse Bidder and the
transaction contemplated thereby.
h. Auction: The auction will take place at the offices of
proposed counsel to the Debtor, Klestadt Winters Jureller Southard
& Stevens, LLP, not later than March 31, 2017, starting at 11:00
a.m. (PET), or at such other date and time or other place, as may
be determined by the Debtor at or prior to the auction.
i. Bid Increment: Qualified Bidders may then submit successive
bids in increments of $100,000 plus the amount of any Termination
Fee and Expense Reimbursement.
j. Successful Bid: The auction will continue until there is
only one offer for the Oakdale Campus, which the Debtor,
determines, subject to Court approval, is the highest or otherwise
best offer from among the Qualified Bids submitted at the auction
and the Debtor announces that the auction is closed.
k. Backup Bid: At the conclusion of the auction, the Debtor
will also announce the second highest or otherwise best bid from
among the Qualified Bids submitted at the auction.
A copy of the Purchase Agreement and Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Dowling_College_13_Sales.pdf
In accordance with the provisions of the proposed Purchase
Agreement and Section 363(f), the Debtor asks that it be authorized
to conduct the sale free and clear of all Liens, other than the
Permitted Exceptions. The Debtor is also seeking to sell the
Oakdale Campus free and clear of any successor liability claims
relating to the property.
The Debtor submits that the Bidding Procedures are reasonably
designed to ensure that the Debtor's estate receives the maximum
benefit available from the sale of the Oakdale Campus, and
therefore warrant Court approval.
The Debtor is also requesting approval of the Bidding Procedures
regarding the Termination Fee and Expense Reimbursement, which
together will not exceed 2% of the purchase price, in the event a
Stalking Horse Bidder is selected. The Termination Fee and Expense
Reimbursement will be paid solely from the first proceeds of an
Alternate Transaction, or as set forth in the Purchase Agreement
with the Stalking Horse Bidder.
The Debtor seeks entry of the prefixed Scheduling Order setting the
time and notice requirements for the hearing on the Bidding
Procedures and the Termination Fee and Expense Reimbursement. The
shortened notice period is necessary given the limited remaining
resources of the Debtor and the surmounting losses being incurred
by the Debtor on a continual basis.
Within 3 days after entry of the Bidding Procedures Order, the
Debtor will cause to be served copies of the Bidding Procedures
Order, the Bidding Procedures and the Sale Notice on the Notice
Parties. No later than 21 days prior to the Sale Hearing, the
Debtor will supplement service by causing a copy of the Sale Notice
to be served on any additional parties disclosed by the title
reports as asserting a lien on or interest in the Oakdale Campus.
The Debtor proposes that objections, if any: (i) to the Bidding
Procedures shall be filed with the Court, so as to be received no
later than 4:00 p.m. (PET) 7 days prior to the Bidding Procedures
Hearing, and (ii) to the Sale Motion will be filed with the Court,
so as to be received no later than 4:00 p.m. (PET) 7 days prior to
the Sale Hearing.
In the event of a Stalking Horse Bidder, under the Purchase
Agreement with the Stalking Horse Bidder, the first proceeds from
the sale pursuant to a Competing Bid will be used to pay the
Termination Fee and Expense Reimbursement. The proposed form of
Sale Order also provides that the liens existing on the Oakdale
Campus will attach to the net proceeds of the sale to the same
extent, validity and priority that existed prior to the sale after
taking into account the costs of the sale and the Debtor will be
authorized to use such proceeds to pay any such secured claims in
the order of their relative priority, as allowed by the Court.
The Debtor submits that the sale is exempt from New York State real
estate transfer tax because it is being consummated under the
Bankruptcy Code. Accordingly, the Debtor asks that the Court find
that these exemptions apply and that the Debtor's estate is exempt
from real estate transfer taxes.
Finally, the Debtor asks that the Court waive the 14-day stay
period required under Rule 6004(h) or, in the alternative, if an
objection is filed to the proposed sale, reduce the stay period to
the minimum amount of time reasonably necessary for the objecting
party to file a stay pending appeal. This relief is both necessary
and appropriate under the circumstances of the case given the
importance of the successful purchaser's immediate need to obtain
certain regulatory approvals.
Proposed Counsel for the Debtor:
Sean C. Southard, Esq.
Lauren C. Kiss, Esq.
KLESTADT WINTERS JURELLER
SOUTHARD & STEVENS, LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Telephone: (212) 972-3000
Facsimile: (212) 972-2245
E-mail: ssouthard@klestadt.com
lkiss@klestadt.com
Dowling College sought Chapter 11 protection (Bankr. E.D. N.Y. Case
No. 16-75545) on Nov. 29, 2016.
DOWLING COLLEGE: Taps Ingerman Smith as Special Counsel
-------------------------------------------------------
Dowling College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Ingerman Smith, LLP as its
special counsel.
The Debtor tapped the firm to provide these legal services:
(a) assist the Debtor in navigating the laws, which
affect the operations and wind down of colleges in New
York;
(b) liaise with state and federal regulatory agencies in
relation to the liquidation of the Debtor and its assets;
(c) provide legal advice and historical guidance regarding
college governance during relevant prepetition periods;
(d) provide legal representation of the Debtor as landlord
under certain residential real property leases; and
(e) provide legal representation in relation to certain
collective bargaining relationships to which the Debtor
is party.
The firm's attorneys will be paid an hourly rate of $200 for their
services and will receive reimbursement for work-related expenses.
Christopher Clayton, Esq., disclosed in a court filing that his
firm does not have any interest adverse to the Debtor's bankruptcy
estate or any of its creditors.
Ingerman can be reached through:
Christopher J. Clayton, Esq.
Ingerman Smith, LLP
150 Motor Parkway, Suite 400
Hauppauge, NY 11788
Tel: 631 261-8834
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.
Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county. It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator. It expanded its facilities in 1993 with the
development of the Brookhaven campus.
DOWLING COLLEGE: Taps RSR Consulting's Rosenfeld as CRO
-------------------------------------------------------
Dowling College has filed an application seeking approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
RSR Consulting, LLC and designate Robert Rosenfeld as chief
restructuring officer.
The services to be provided by RSR Consulting and Mr. Rosenfeld,
the firm's managing director, include:
(a) acting as a liaison and coordinate information flow and
efforts between the Debtor and its creditors;
(b) assisting management in the coordination and production
of information required by various constituents;
(c) execution of draw requests and other documents in
connection with funding of any debtor-in-possession
credit agreement or cash collateral order;
(d) attending court proceedings and meetings of creditors;
. and
(e) participating in negotiations on the preparation of a
Chapter 11 plan.
Mr. Rosenfeld's hourly rate is $390. Other personnel at RSR
Consulting bill from $300 to $375 per hour.
In a court filing, Mr. Rosenfeld disclosed that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
RSR Consulting can be reached through:
Robert S. Rosenfeld
RSR Consulting, LLC
1330 Avenue of the Americas, Suite 23A
New York, NY 10019
Tel: 212-658-0300
Fax: 212-658-0347
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.
Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county. It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator. It expanded its facilities in 1993 with the
development of the Brookhaven campus.
DOWLING COLLEGE: Wants $4.97-Mil. DIP Financing From UMB Bank
-------------------------------------------------------------
Dowling College asks the U.S. Bankruptcy Court for the Eastern
District of New York for authorization to obtain post-petition
financing from UMB Bank, National Association, as agent for certain
lenders, and use cash collateral.
The Debtor relates that it has an immediate need for post-petition
financing to continue its limited operations, to maintain its
properties, and to pay the administrative costs of the Chapter 11
Case, while it undertakes a process designed to maximize value for
all of the Debtor's stakeholders.
The proposed DIP Note provides that each of the Term Loan Lenders
will contribute up to certain individual limits, as well as an
overall aggregate commitment of $1,302,146 on an interim basis, and
an aggregate commitment on a final basis of up to $4,974,779.
The proposed DIP Note provides for the following borrowings under
the DIP Note:
(1) Term Loan A:
Lender: ACA Financial Guaranty Corporation
Interim/Final Commitments: $645,671 / $2,175,022
Assets Associated with Term Loan: DIP Priority A
Collateral, including, among other assets, the Oakdale Campus and
the Brookhaven Campus other than the Brookhaven Dorm.
Use of Proceeds: Fund costs and expenses of the DIP
Priority A Collateral.
(2) Term Loan B:
Lender: UMB Bank, National Association as indenture
trustee under the Series 2002 Bond Documents.
Interim/Final Commitments: $83,315 / $311,913
Assets Associated with Term Loan: DIP Priority B
Collateral, including, among other assets, the Brookhaven Dorm.
Use of Proceeds: Fund costs and expenses of the DIP
Priority B Collateral.
(3) Term Loan C:
Lender: UMB Bank, National Association as indenture
trustee under the Series 2015 Bond Documents.
Interim/Final Commitments: $42,818 / $239,055
Assets Associated with Term Loan: DIP Priority C
Collateral, including, among assets, the Residential Portfolio as
created under the Series 2015 Bond Documents
Use of Proceeds: Fund costs and expenses of the DIP
Priority C Collateral.
(5) Term Loan D:
Lenders: ACA Financial Guaranty Corporation and UMB Bank,
National Association as indenture trustee under the Series 2002
Bond Documents and the Series 2015 Bond Documents.
Interim/Final Commitments: $530,342 / $2,248,789
Assets Associated with Term Loan: DIP Priority D
Collateral, including certain other assets.
Use of Proceeds: Fund fees and expenses, including
working capital needs of the Debtor and for other general corporate
purposes, including payment of Professional Fees, as well as any
fees and expenses of the DIP Priority D Collateral.
As consideration for the Term Loan Commitments and to secure
advances made in relation to the same, the Debtor proposes to
provide the DIP Agent, for the ratable benefit of the DIP Lenders,
a first position priority in respect of all the Debtor's assets,
except for the Carve-Out.
The Term Loan Commitments, based on the Budget, are expected to
provide the financing the Debtor requires for an approximately
30-week period following the Petition Date, with a maturity date of
May 8, 2017.
For the use of cash collateral, the Debtor proposes to grant,
subject to Carve-Out, automatically perfected replacement liens on
the Prepetition Collateral, to:
(1) UMB Bank, as successor indenture trustee for the Series
1996 Bonds issued by Suffolk County Industrial Development Agency,
or SCIDA;
(2) UMB Bank, as successor indeture trustee for the Series
2002 Binds issued by the Town of Brookhaven Industrial Development
Agency, or BIDA;
(3) Wilmington Trust, National Association, as successor
indenture trustee for the Series 2006 Bonds issued by SCIDA;
(4) ACA Financial Guaranty Corporation, as bond insurer in
respect of the Series 2006 Bonds; and
(5) UMB, as indenture trustee for the Series 2015 Bonds issued
by the Debtor.
The Carve-Out consists of:
(1) ees payable to the U.S. Trustee pursuant to 28 U.S.C.
Section 1930(a)(6) or to the Clerk of the Bankruptcy Court;
(2) unpaid professional fees and expenses payable to each
legal or financial advisor retained by the Debtor;
(3) $25,000, earmarked for use by a Chapter 7 Trustee in the
event of conversion;
(4) up to an additional $10,000 following a Termination Event;
and
(5) the Case Administration Fees accrued and unpaid on or
after the occurrence of a Termination Event.
As of the Petition Date, the Debtor owes:
(1) the Series 1996 Bond Trustee, the aggregate amount of
$3,531,250.53;
(2) the Series 2002 Bond Trustee, the aggregate amount of
$11,122,497.92;
(3) the Series 2006 Bond Trustee and ACA Financial Guaranty
Corporation, the aggregate amount of $37,253,883.01; and
(4) the Series 2015 Bond Trustee, the aggregate amount of
$6,998,243.06.
The significant terms, among others, of the DIP Facility are:
(1) Interest: Interest on the unpaid principal amount will
accrue at a rate equal to nine percent and will be capitalized and
paid in-kind by being added to the outstanding principal balance of
each of the applicable Term Loans. Following an Event of Default,
the interest rate shall increase by three percent.
(2) Fees: The Debtor will pay to the Agent:
(i) for the benefit of the Term Loan Lenders, a
non-refundable financing fee equal to $200,000.00;
(ii) a non- refundable loan servicing set-up fee equal to
$4,000.00; and
(iii) a quarterly loan servicing fee equal to $9,000.00
each calendar quarter in advance.
(3) Superpriority Administrative Expense Claim: The DIP
Lenders are granted an allowed superpriority administrative expense
claim in the Debtor’s Chapter 11 Case and in any successor case
under the Bankruptcy Code for all DIP Loan Obligations, having
priority over any and all other claims against the Debtor.
The proposed DIP Budget covers a period of 30 weeks, beginning on
the week ending December 2, 2016 and ending on the week ending June
23, 2017. The Budget provides for total cash disbursements in the
amount of $4,866,779.
The DIP Note provides for the following Chapter 11 Milestones:
(1) Petition Date - November 29, 2016
(2) Filing of Motion to Approve Sale Procedures for the
Oakdale Campus - November 29, 2016
(3) Filing of Motion to Approve Sale Procedures for the
Residential Portfolio - November 29, 2016
(4) Interim Order Entry Date - December 1, 2016
(5) Entry by the Bankruptcy Court of an Order Approving the
Sale Procedures for the Oakdale Campus - December 13, 2016
(6) Entry by the Bankruptcy Court of an Order Approving the
Sale Procedures for the Residential Portfolio - December 13, 2016
(7) Entry by the Bankruptcy Court of an Order Approving the
PSA - December 30, 2016
(8) Final Order Entry Date - December 30, 2016
(9) Filing by the Borrower of the Proposed Liquidation Plan
and Disclosure Statement - January 16, 2016
(10) Entry by the Bankruptcy Court of an Order Approving the
Disclosure Statement - March 6, 2017
(11) Entry by the Bankruptcy Court of an Order Approving the
Sale of the Oakdale Campus - April 10, 2017
(12) Entry by the Bankruptcy Court of an Order Confirming the
Liquidation Plan - April 24, 2017
(13) Effective Date of the Liquidation Plan - May 8, 2017
A full-text copy of the Debtor's Motion, dated Nov. 29, 2016, is
available at
http://bankrupt.com/misc/DowlingCollege2016_81675545reg_9.pdf
About Dowling College
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Joseph Charles Corneau, Esq. at
Klestadt Winters Jureller Southard & Stevens, LLP.
DRYSDALE VILLAGE: Plan Confirmation Hearing Set for Jan. 19
-----------------------------------------------------------
The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District
of Arizona issued an order approving The Drysdale Village, LLC's
First Amended Disclosure Statement accompanying their First Amended
Plan of Reorganization dated Nov 8, 2016.
The hearing to consider the confirmation of the Plan will be held
at the U.S. Bankruptcy Court, 98 West 1st Street, 2nd Floor,
Courtroom 1, Yuma, Arizona 85364 on Jan. 19, 2017 at 2:00 P.M.
Parties may also appear at the Phoenix Bankruptcy Court location at
230 N. First Avenue, 3rd Floor, Courtroom 301, Phoenix, AZ.
Ballots accepting or rejecting the Plan must be received by the
Plan Proponent at least seven days prior to the hearing date set
for the confirmation of the Plan.
The last day for filing with the Court and serving written
objections to confirmation of the Plan is fixed at seven days
prior to the hearing date set for confirmation of the Plan.
Unsecured Creditors to be Paid 100% in 2 Years
Unsecured creditors will receive full payments of their claims over
two years, according to the company's latest disclosure statement
which explains its Chapter 11 plan of reorganization.
The latest plan proposes to pay allowed Class 4 general unsecured
claims in full over two years in two equal annual payments.
Drysdale will make the first payment to general unsecured creditors
on the first business day that occurs 12 months after the effective
date of the plan, and the second payment on or by the same date the
following year.
The company's original disclosure statement proposed to pay general
unsecured creditors in full over five years in five equal annual
payments.
A copy of Drysdale's amended disclosure statement is available for
free at https://is.gd/g0qVwF
About Drysdale Village LLC
The Drysdale Village, LLC dba Frontier Village, based in
Yuma,Arizona, filed a Chapter 11 petition (Bankr. D. Ariz. Case
No.16-08755) on July 29, 2016. Hon. Scott H. Gan presides over the
case. Thomas H. Allen of Allen Barnes & Jones, PLC serves as
theDebtor's bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and liabilities. The petition was signed by Raymond
Drysdale, president.
DULUTH PUBLIC SCHOOL: S&P Cuts 2010 Revenue Bonds Rating to 'BB+'
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB+' from
'BBB-' on Duluth Housing & Redevelopment Authority, Minn.'s series
2010A and 2010B lease revenue bonds issued for the Duluth Public
School Academy (operating as Duluth Edison Charter School or DECS),
through its affiliate, the Tischer Creek Duluth Building Co. The
outlook is negative.
"The downgrade reflects our view of DECS' significantly weakened
cash position, which was unexpected, and thin lease-adjusted
coverage of maximum annual debt service," said S&P Global Ratings
credit analyst Melissa Brown. "The negative outlook reflects the
possibility the school may not be able to show improvement in
liquidity and coverage."
For fiscal 2016, unrestricted reserves decreased to 26 days' cash
on hand from 73 days' in 2015. Management attributes the drop to
the use of reserves to decrease the school's liability to
EdisonLearning Inc., its prior back-office service provider. While
this expenditure is not expected to recur, the weakening of cash
levels poses significant liquidity risk for the charter school in
the event that financial operations are pressured. In S&P's view,
management's plan to open a high school adds to S&P's concern about
the charter school's stability.
DECS is a public charter school in western Duluth serving over
1,400 students. It has two campuses, North Star Academy (K-8) and
Raleigh Academy (K-5).
DUNLAP STREET: Plan Confirmation Hearing on Jan. 27
---------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania approved the amended disclosure statement
accompanying the amended plan of reorganization filed by Dunlap
Street, LLC, on Nov. 11, 2016.
Dec. 26, 2016 is fixed as the last day for submitting written
acceptances or rejections of the amended plan to Dunlap Street's
counsel, Donald M. Hahn, Esq.
Dec. 26, 2016 is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
Jan. 20,2017 is fixed as the last day for filing with the Court a
tabulation of ballots accepting or rejecting the Plan.
Jan. 27, 2017 at 10:00 in the U.S. Courthouse, 4th Floor, Courtroom
#1, 240 West Third Street, Williamsport, Pennsylvania, is fixed for
the hearing on confirmation of the Plan.
Dunlap Street, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Pa. Case No. 16-00542) on Feb. 10, 2016. Donald M.
Hahn, Esq., at Stover McGlaughlin Gerace Weyandt & McCormick PC
serves as the Debtor's bankruptcy counsel.
EDWARD RENSI: Sale of Woodridge Property to ABS for $214K Approved
------------------------------------------------------------------
Judge Janet S. Baer of the Bankruptcy Court for the Northern
District of Illinois approved Edward Henry Rensi's sale of real
property located at 6805-9 Hobson Valley Drive, Units 106 and 107,
Woodridge, Illinois, to ABS Electric, Inc. and/or Mike Rice LLC,
for $214,200.
The sale is free and clear of all liens, claims and encumbrances.
The Contract including the Addendum to the contract signed by the
Debtor on Nov. 23, 2016 assigning the contract from ABS Electric to
Mike Rice, is approved.
The Debtor is authorized and directed to sell the Hobson Valley
property, including the land, the improvements thereon, and all
personal property specified in the Contract to ABS Electric and/or
Mike Rice.
The sale of the Hobson Valley property to ABS Electric and/or Mike
Rice is authorized to occur on substantially the same terms and
conditions set forth in the Contract dated Oct. 19, 2016 and signed
by the Debtor on Nov. 7, 2016 between the Debtor and ABS Electric
and/or Mike Rice, subject to the modifications stated.
The salient terms and conditions of the Contract are:
a. The Debtor will sell the bankruptcy estate's interest in the
Hobson Valley property and other property subject to the Contract
to ABS Electric and/or Mike Rice on an "as is, where is" basis,
free and clear of any liens, claims, interests, assessments and
encumbrances;
b. ABS Electric and/or Mike Rice will pay Debtor the sum of
$214,200 to purchase the Hobson Valley property upon the closing of
the transactions under the Contract, subject to adjustments and
pro-rations as set forth in the Contract, as follows:
i. ABS Electric and/or Mike Rice has paid an initial
earnest money deposit in the amount of $5,000, which amount will be
contributed toward Purchasers' obligation to pay the purchase price
under the Contract.
ii. The balance of the purchase price, subject to
pro-rations and adjustments as set forth in the Contract, will be
paid in cash at closing and distributed (or caused to be
distributed) as set forth in the Order.
c. Upon receipt of the purchase price and upon satisfaction of
the terms and conditions of the Contract, the Debtor will convey
all of its interest in the Hobson Valley property and other
property subject to the Contract to ABS Electric and/or Mike Rice
by Deed and will evidence the conveyance of any personal property
to ABS Electric and/or Mike Rice by Bill of Sale, as may be
required by the Contract.
The Debtor is authorized to and will pay and/or satisfy at closing
(and will cause any title company or other closing agent handling
the closing of the transactions under the Sale Contract to pay),
from the purchase price, in order of priority, (i) closing costs;
(ii) any other amounts owed pursuant to any pro-rations required by
the Contract; (iii) any and all taxes and outstanding sewer and
other utility liens running with the Hobson Valley property as
provided under the Contract; (iv) Real Estate Taxes and (v) all
remaining net proceeds will be paid to Molto Burgers, LLC.
Edward Henry Rensi sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 15-33948) on Oct. 5, 2015. The Debtor tapped Paul M.
Bach, Esq. at Bach Law Offices as counsel.
ELBIT IMAGING: Extends 'Long Stop Date' to Feb. 28
--------------------------------------------------
Elbit Imaging Ltd. announced that regarding an agreement to waive
any of its rights and interest in a special purpose vehicle which
holds a land plot in Kochi, India, that the Company and the local
investor has agreed that the long stop date, will be extended from
Nov. 30, 2016, to Feb. 28, 2017.
All other terms and conditions of the agreement shall remain
unchanged.
The Company will update regarding any new developments.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
ELBIT IMAGING: Refuses Unit's Debt Conversion Proposal
------------------------------------------------------
Elbit Imaging Ltd. announced that regarding the proposal from its
subsidiary, Elbit Medical Technologies Ltd. to convert all the
outstanding debts of Elbit Medical to the Company, which as of Nov.
28, 2016, amount to approximately NIS 150.24 million ($38.82), that
the Company's board of directors has decided to reject the
Proposal.
In addition, the Company's board of directors has accepted Elbit
Medical's request to extend the maturity date of Elbit Medical's
Debt to the Company such that the new maturity date of all Elbit
Medical's Debt to the Company will be April 1, 2018.
About Elbit Imaging
Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies. The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.
Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.
Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors. Elbit has said it has been
hanging by a thread for more than five months. It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.
Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.
In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M. The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage. Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days. Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.
ESPLANADE HL: Court OKs Use of First Midwest Cash Until Jan. 15
---------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized 171 W. Belvidere Road, LLC,
Esplanade HL, LLC, 2380 Esplanade Drive, LLC and 9501 W. 144th
Place, LLC, to use First Midwest Bank's cash collateral through
January 15, 2017.
The approved Budget covers the period from November 28, 2016
through January 15, 2017, and projects total expenses of $41,480
for Belvidere, $37,500 for Esplanade HL, $48,900 for Esplanade
Drive, and $85,741 for 9501 W. 144th Place.
First Midwest Bank was granted with replacement liens on the
collateral described in the Debtors' respective prepetition
security documents, of the same priority as set forth in the
prepetition security documents, subject to the payment of the U.S.
Trustee's fees and payment of all expenses in the Debtors' proposed
Budget.
Judge Doyle directed the tenants of each of the Debtors' respective
properties to pay rent, including, but not limited to, the rents
due November 1, 2016, as follows:
(a) Belvidere tenants will pay rents to the Belvidere;
(b) Esplanade HL will pay rents to the Esplanade HL;
(c) Esplanade Drive tenants will pay rents to Esplanade; and
(d) 9501 W. 144th Place tenants will pay rents to 9501 W.
144th Place.
The final hearing to consider the Debtor's right to use cash
collateral on a final basis is scheduled on January 12, 2017 at
10:30 a.m.
A full-text copy of the Third Interim Order, entered on December 1,
2016, is available at https://is.gd/8A0FQC
About Esplanade HL
Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each
filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015,respectively) on October
17, 2016. The petitions were signed by William Vander Velde III,
sole member and manager.
The Debtors are represented by Harold D. Israel, Esq. and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's
case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's
case is assigned to Judge Donald R Cassling. 9501 W. 144th Place's
case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere
Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock
Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors
have requested the joint administration of their cases.
Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000. All the other Debtors
estimated assets and liabilities at $1 million to $10 million.
ETERNAL ENTPRISE: Wants to Use $292K Cash Collateral
----------------------------------------------------
Eternal Enterprise, Inc., asks the U.S. Bankruptcy Court for the
District of Connecticut for authorization to use cash collateral.
The Debtor seeks to use $291,911 from insurance proceeds from the
property located at 270 Laurel Street, Hartford, Connecticut.
The Debtor relates that a fire occurred on the Property, which
caused significant damage. The Debtor further relates that the
damage had rendered the Property uninhabitable and that there are
currently no tenants living there.
The Debtor says that it holds an insurance policy through USI
backed by Lloyd's of London to protect the Property. The Debtor
further says that it had previously requested Court approval for an
advance of $750,000 from the anticipated insurance proceeds
following the fire at the Property. The Debtor adds that following
its initial motion for authority to use the insurance proceeds
following the fire at the Property, Vin Vizzo Adjusters, LLC, its
private insurance adjuster, has provided the Debtor with a more
detailed list of expenses.
The Debtor tells the Court that it has received checks from the
insurance advance in the total amount of $830,000 and that this sum
had been deposited into its insurance account. The Debtor further
tells the Court that out of the $830,000 total, a check in the
amount of $80,000 constitutes reimbursement for business
interruption loss of income, and the remaining $750,000 is the
requested advance for repairs.
The Debtor seeks to pay:
(1) Kone, Inc., $1,303 for elevator inspection;
(2) United C & R, $18,019 for its work on the Property's
electricity infrastructure, and $35,604 for its water mitigation
invoice;
(3) Cianci Engineering, $902.50;
(4) Hubbard & Rosa Architects, $11,900 for their proposal;
(5) A.D. Property, $69,182 for security; and
(6) Vin Vizzo, $75,000 for the insurance adjuster services
provided for the Property.
The Property is subject to a consensual lien as the result of a
mortgage on the Property, initially held by Astoria Federal
Mortgage Corp., and currently held by Hartford Holdings, Inc.
The Debtor is also seeking to get caught up on adequate protection
payments to Hartford Holdings in the amount of $68,000 and a
payment for insurance escrow of $12,000 from the business
interruption advance.
The Debtor says that Hartford Holdings is receiving further
adequate protection in the form of the bank account the Debtor
opened to hold the insurance proceeds. The Debtor further says
that this bank accounts requires a signature from an authorized
representative of Hartford Holdings to disburse funds, as well as
electronic approval for the use of any such funds from Hartford
Holdings' attorneys.
The Debtor contends that it will suffer immediate and irreparable
harm if it is not authorized to use the insurance proceeds to fund
the expenses.
A full-text copy of the Debtor's Amended Motion, dated Nov. 28,
2016, is available at
http://bankrupt.com/misc/EternalEnterprise2014_1420292_760.pdf
About Eternal Enterprise
Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--
filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No.
14-20292) on Feb. 19, 2014. The petition was signed by Vera
Mladen, president. The Debtor owns and manages eight properties
located in Hartford, Conn. Judge Ann M. Nevins presides over the
case. The Debtor is represented by Irene Costello, Esq., at
Shipkevich, PLLC. The Debtor estimated assets at $50,000 to
$100,000 and debt at $1 million to $10 million at the time of the
chapter 11 filing.
EXCEL STAFFING: Use of Cash Collateral on Interim Basis OK
----------------------------------------------------------
Judge Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Excel Staffing Services,
Inc. to use cash collateral on an interim basis.
The approved Budget projects total operating expenses of
approximately $244,166, and covers a 13-week period from week
ending December 2, 2016 through February 24, 2017.
The Internal Revenue Service and the U.S. Economic Development
Administration were granted, to the extent that the IRS and the EDA
has an interest in any of the cash collateral, replacement liens in
the collateral type against which they maintain a valid,
pre-petition lien with the same validity, priority and
enforceability as their pre-petition liens in such type of assets.
A hearing to consider objections to the Debtor's use of cash
collateral will be held on December 21, 2016 at 11:00 a.m. Absent
the filing and serving of an objection prior to December 16, 2016,
the Debtor's authority to use cash collateral will become final on
December 17, 2016 without any further notice or hearing or other
action by the Debtor or the Court.
A full-text copy of the Order, dated December 1, 2016, is available
at https://is.gd/QK447j
Excel Staffing Services, Inc. is represented by:
Lynn Lewis Tavenner, Esq.
Paula S. Beran, Esq.
David N. Tabakin, Esq.
TAVENNER & BERAN, PLC
20 North Eighth Street, Second Floor
Richmond, VA 23219
Telephone: (804) 783-8300
Telecopy: (804) 783-0178
About Excel Staffing Services
Excel Staffing Services, Inc. filed a Chapter 11 petition (Bankr.
E.D. Va. Case No. 16-35795), on Petition Date. The Debtor is
represented by Lynn Lewis Tavenner, Esq., Paula S. Beran, Esq., and
David N. Tabakin, Esq., at Tavenner & Beran, PLC.
FERDINAND RAMIREZ: Files Amended Disclosure Statement
-----------------------------------------------------
Ferdinand and Geraldine Ramirez filed with the U.S. Bankruptcy
Court for the Northern District of California their latest
disclosure statement explaining their Chapter 11 plan of
reorganization.
According to the disclosure statement, Mufthiha Sabaratnam, the
Debtors' attorney, has agreed to take payments outside the plan
after the bankruptcy case is closed and as funds are available.
The Debtors and their attorney have agreed on a payment schedule,
which will be effectuated after the plan is confirmed and the case
is closed, allowing the Debtors to minimize the U.S. trustee's fees
as a result of payments to creditors and their attorney.
The Debtors' attorney will continue to provide legal services.
Payments for services rendered will commence after the bankruptcy
case is closed. Minimum payment will average $1,000 per month.
The Debtors are not required to pay every month; only when cash is
available. If cash is available, lump sum payments will be made
per cash available, according to the latest disclosure statement
filed on November 8.
A copy of the disclosure statement is available for free at
https://is.gd/MD0Hly
Ferdinand D. Ramirez and Geraldine Ramirez filed for Chapter 11
bankruptcy protection (Bankr. N.D. Cal. Case No. 15-41043) on April
1, 2015. The Debtors are represented by:
Mufthiha Sabaratnam
Law Offices of Mufthiha Sabaratnam
11601 Wilshire Boulevard, Suite 500
Los Angeles, CA 90025
Phone Number: (310) 575-4893
Fax Number: (213) 403-6230
Email: pke115mfs@yahoo.com
FIRST AMERICAN: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed First American Payment Systems,
L.P.'s B2 Corporate Family Rating ("CFR") and B2-PD Probability of
Default Rating ("PDR"). Concurrently, Moody's assigned a B1 rating
to the company's proposed first lien term loan and revolving credit
facility and a Caa1 rating to the proposed second lien term loan.
The rating action follows FAPS' announcement of plans to refinance
its existing debt structure with a new credit facility featuring
longer maturities and a slightly smaller proportion of second lien
debt. The refinancing will modestly increase total leverage from
current levels. Moody's will withdraw the existing ratings on the
company's first and second lien credit facilities upon completion
of the planned financing. The outlook remains stable.
Moody's affirmed the following ratings:
-- Corporate Family Rating-B2
-- Probability of Default Rating-B2-PD
Moody's assigned the following ratings:
-- First Lien Senior Secured Revolving Credit Facility expiring
2021, B1 (LGD3)
-- First Lien Senior Secured Term Loan due 2023, B1 (LGD3)
-- Second Lien Senior Secured Term Loan due 2024, Caa1 (LGD5)
-- Outlook is Stable
RATINGS RATIONALE
The B2 CFR reflects the business risks associated with FAPS
relatively limited market share and the company's customer focus on
small and medium-sized businesses, which feature more attractive
pricing dynamics, but historically have exhibited a higher risk of
attrition and chargeback liabilities. FAPS' net merchant attrition
has persisted in recent years, although at a decelerating pace
since 2014. Moreover, the rating factors in the company's reliance
on Independent Sales Organizations ("ISO") for the majority of
revenues as well as the issuer's high debt to EBITDA (Moody's
adjusted). Moody's expects debt leverage will decline modestly over
the next year towards the mid 5x level by the end of 2017 as
revenues and EBITDA are only projected to expand at a low single
digit pace. These metrics could potentially worsen in the event of
debt-funded acquisitions or an equity distribution to the company's
private equity shareholders. However, these risks are partially
offset by FAPS' predictable, recurring transaction-based revenue
model with modest capital expenditure requirements that allow the
company to generate consistent free cash flow which should exceed
5% of total debt annually over the intermediate term.
The B1 ratings for FAPS' first lien bank debt reflect the
borrower's B2-PD Probability of Default Rating ("PDR") and a Loss
Given Default ("LGD") assessment of LGD3. The first lien ratings
are one notch higher than the CFR and take into account priority in
the collateral and senior ranking in the capital structure relative
to FAPS' second lien debt. The second lien credit facilities are
rated Caa1 (LGD5), reflecting their junior collateral position.
FAPS' good liquidity position is supported by $2 million in cash on
the company's balance sheet as of September 30, 2016 and Moody's
expectation that FAPS will generate free cash flow of more than
approximately $15 million over the next year. The company's
liquidity is also supported by approximately $40 million of undrawn
capacity under its revolving credit facility. Under the terms of
the company's proposed loan agreements, FAPS will be subject to a
total net leverage ratio, but Moody's expects the company to be in
compliance with these covenants over the next 12 to 18 months.
The stable outlook reflects Moody's expectation that FAPS will
generate low-single digit net revenue growth in 2017. Meaningful
margin improvement is unlikely during this time frame as costs
related to the deployment of integrated payment platforms aimed at
reducing customer churn will offset economies of scale benefits.
Factors that Could Lead to an Upgrade
The rating could be upgraded if FAPS profitably expands its market
share and adheres to a conservative financial policy of foregoing
equity distributions. These measures, in conjunction with debt
repayments that would reduce debt to EBITDA (Moody's adjusted) to
below 4.5x and increase free cash flow to debt (Moody's adjusted)
to above 10% for an extended period would add upward ratings
pressure.
Factors that Could Lead to a Downgrade
The rating could be downgraded if FAPS were to experience a
weakening competitive position, as evidenced by increased customer
churn and declining margins. The rating could also be downgraded if
the company's debt to EBITDA (Moody's adjusted) rises above 6.5x or
if free cash flow declines to the low single digits as a percentage
of debt on a sustained basis.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
FAPS is a fully integrated payment service provider of credit,
debit, and other electronic payment processing services for more
than 125,000 merchants across the United States. FAPS is owned by
an investor group led by Ontario Teachers' Pension Plan and Stella
Point Capital. Moody's expects net revenue (gross revenue net of
interchange expense, dues, fees, and assessments) to approximate
$290 million in 2017.
FIRST AMERICAN: S&P Affirms 'B' CCR on Credit Facility Refinancing
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Fort Worth, Texas-based First American Payment Systems L.P.
(FAPS). The outlook remains stable.
At the same time, S&P assigned its 'B+' issue rating and '2'
recovery rating to the company's proposed first-lien term loan.
S&P also assigned its 'CCC+' issue rating and '6' recovery rating
to its proposed second-lien term loan.
"The affirmation reflects that we continue to assess FAPS' business
risk profile as weak, based on the high level of competition from
entities with significantly greater resources, the company's
relatively limited geographic presence, and the high merchant
attrition inherent in the small and midsize business (SMB) market,"
said S&P Global Ratings credit analyst John Moore.
S&P expects FAPS to increase net revenues organically in the low-
to mid–single-digit range, driven by consumer spending growth and
the continued conversion from cash to electronic based
transactions. S&P expects that the company's continued efforts to
diversify its sales channels will help combat its relatively high
merchant attrition.
The stable outlook reflects S&P's expectation that FAPS will to
achieve organic net revenue growth in the low- to mid-single-digit
percent range over the next two years, while keeping the merchant
count stable and generating steady free cash flow such that free
cash flow to debt is maintained in the mid-single digit percentage
range.
FIRSTENERGY SOLUTIONS: S&P Cuts CCR to 'CCC+', Off Credit Watch
---------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on FirstEnergy Solutions Corp. to 'CCC+' from 'B' and removed it
from CreditWatch, where it was placed with negative implications on
Nov. 4, 2016. The outlook is negative. The senior secured rating
was lowered to 'B' and unsecured ratings were lowered to 'CCC+'.
Recovery ratings of '1' and '3L' for the secured and unsecured
ratings, respectively, were not changed.
The lower rating stems largely from messaging provided by the
issuer in recent market communications. Based on weakened market
conditions and an increasing willingness to exit the volatile
merchant power business, parent FirstEnergy Corp. announced that
while it is in the process of pursuing sales of its unregulated
generating assets it could also avail itself of a prepackaged
bankruptcy filing in the next 18-24 months. FirstEnergy Corp.
recently announced the potential sale of certain assets of
Allegheny Energy Supply LLC; S&P believes that Allegheny is
actually of stronger credit quality than the remainder of this
portfolio, so the absence of it could have a depressing effect on
the company's credit quality. S&P anticipates further sales could
be likely as the larger parent entity attempts to limit its
exposure to merchant cash flows and deleverage, and these too could
weaken credit quality. Even without the bankruptcy filing, S&P
expects that the company's financial metrics will transition into
the highly leveraged category in the next few years as hedges roll
off; free cash flow metrics are already approaching these levels.
The application of the 'CCC' criteria is, in S&P's opinion,
applicable because this company is unlikely to avoid bankruptcy
indefinitely without favorable market developments, most notably,
power prices and capacity prices. While it remains possible that
FirstEnergy Solutions could avoid filing, it is only likely to
choose not to do so if it is able to sell significant quantities of
assets at prices better than those currently envisioned, or if gas
prices rise significantly. Additionally, complicating matters are
certain coal contracts that are now subject to litigation. Adverse
outcomes could accelerate the process of filing the bankruptcy.
While it does not in and of itself change the rating, S&P is also
changing the financial risk profile to highly leveraged to reflect
debt to EBITDA that exceeds 5.0x, and is likely to increase as
hedges roll off and remaining valuable assets are sold to
deleverage at the FirstEnergy Corp. level.
The negative outlook reflects S&P's belief that this issuer could
transition to 'CCC' within the next year. 'CCC+' does not set a
time constraint, and only stipulates that the issuer has either an
unsustainable capital structure (not true in this case yet) or is
unlikely to avoid default without favorable developments (which S&P
believes). 'CCC' indicates that a filing may be likely within a
year absent improvements; we believe this could be more appropriate
within one year.
The negative outlook reflects S&P's expectation that weakened free
cash flow metrics could contribute to increased leverage and that,
over time, ratings could be lowered if a sustainable capital
structure is not attained.
S&P could lower the ratings if the timeline to a possible
restructuring accelerates to under one year, either due to market
factors or management decisions, including asset sales that do not
proportionately deleverage FirstEnergy Solutions.
S&P could raise revise the outlook to stable if leverage reduces,
either through improved market conditions or asset sales that
effectively deleverage the enterprise.
FREEDOM MARINE: Dec. 16 Disclosure Statement Hearing
----------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, has
scheduled a hearing to consider approval of the amended disclosure
statement and amended plan of reorganization filed by Freedom
Marine Finance, LLC on Nov 17, 2016.
Dec 16, 2016 at 10:00 A.M. is the schedule set for the hearing to
be held at the U.S. Bankruptcy Court, Courtroom 308, U.S
Courthouse, 299 E Broward Blv, Ft Lauderdale, FL 33301.
Dec 9, 2016 is the deadline for filing and serving objections to
the disclosure statement.
About Freedom Marine
Freedom Marine Finance, LLC, is presently owned by Todd Littlejohn.
Mr. Littlejohn has been involved in the marine industry his entire
life. He has managed the marina owned by the Debtor through the
real estate crash and has brought the business back from near
closure to the point that it is now profitable.
Freedom Marine Finance sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-18448) on June 13,
2016, disclosing under $1 million assets and liabilities. The
petition was signed by Todd Littlejohn, president.
David W. Langley has been approved by the Court as the Debtor's
bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the case.
GELTECH SOLUTIONS: Issues President $175,000 Convertible Note
-------------------------------------------------------------
GelTech Solutions, Inc., issued Mr. Michael Reger, the Company's
president, director and principal shareholder, a $175,000 7.5%
secured convertible note in consideration for a loan of $175,000.
The note is convertible at $0.23 per share and matures on Dec. 31,
2020. Repayment of the note is secured by all of the Company's
assets including its intellectual property and inventory in
accordance with a secured line of credit agreement between the
Company and Mr. Reger. Additionally, the Company issued Mr. Reger
340,435 two-year warrants exercisable at $2.00 per share.
All of the securities were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
For the year ended June 30, 2015, the Company reported a net loss
of $5.51 million on $800,365 of sales compared to a net loss of
$7.11 million on $814,587 of sales for the year ended June 30,
2014.
As of Sept. 30, 2016, Geltech Solutions had $2.15 million in total
assets, $7.96 million in total liabilities and a total
stockholders' deficit of $5.80 million.
The Company's auditors Salberg & Company, P.A., in Boca Raton,
Florida, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has a net loss and net cash used in operating
activities in of $2,638,580 and $2,146,501, respectively, for the
six months ended Dec. 31, 2015, and has an accumulated deficit and
stockholders' deficit of $43,285,883 and $4,482,416, respectively,
at Dec. 31, 2015. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
GEMINI HDPE: Moody's Cuts Senior Secured Term Loan Rating to Ba3
----------------------------------------------------------------
Moody's Investor Service downgraded Gemini HDPE, LLC's (Gemini)
rating to Ba3 from Ba2 on its senior secured term loan and changed
the outlook to stable from negative.
RATINGS RATIONALE
The downgrade of Gemini's rating to Ba3 from Ba2 considers
continuing construction issues including a delay in expected
completion into 2017 compared to the original completion
expectation of 2016. "We see the heightened construction risk as
positioning the project's rating closer to INEOS Group Holdings
S.A.'s (INEOS: B1 stable) rating given the increased reliance on
the project's Completion Agreements backed by INEOS and Sasol
Financing (not rated) on a several but not joint basis." Moody's
said. Furthermore, the rating action recognizes the project's
reduced competitiveness since 2014 given lower global oil prices
and the potential for future market oversupply.
The Ba3 rating also considers INEOS' deep involvement in the
project as operator, technology provider, and Gemini's location
within INEOS's manufacturing complex, refinancing risk for
approximately 50% of the debt, and the lack of reserves, including
a debt service reserve.
That said, key credit supports are the project's Completion and
Tolling Agreements, which transfers construction and operating
risks to INEOS and Sasol Financing on a several but not joint
basis. The rating is further supported by the weighted average
counterparty credit quality in the 'Ba' category, Gemini's fit
within Sasol's larger strategic plans in the US Gulf Coast and
INEOS's extensive industry experience as a global chemicals
manufacturer.
The stable outlook considers Moody's expectation that INEOS and
Sasol Financing will abide by their contractual obligations and
that the project will ultimately be completed prior to the required
final completion date in February 2018.
Gemini's rating is unlikely to be upgraded given its construction
issues. Post construction, the project's rating could improve if it
demonstrates strong operational performance on a sustained basis
while its offtaker credit quality improves.
Given Gemini's strong credit linkage to Sasol and Ineos, a
downgrade of Gemini's rating is likely if INEOS or Sasol's credit
quality substantially weakens. The project's rating could also
decline if either counterparty challenges or violates its
contractual obligations, Gemini experiences further major
construction delays and/or budget overruns or if the project incurs
extensive operating problems.
Gemini HDPE LLC (Gemini) is a high-density polyethylene (HDPE)
manufacturing plant currently under construction within INEOS
Battleground Manufacturing Complex (BMC) located in La Porte,
Texas. Upon construction completion, the project will be capable of
producing approximately 1 billion pounds of HDPE per year using
INEOS' licensed proprietary Innovene-S process. The project will be
able to produce a range of HDPE products and will use ethylene and
1-hexene as the feedstocks. INEOS and Sasol each indirectly own 50%
of Gemini.
The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.
GERARD BOEH FLOWERS: Can Use Huntington Bank Cash Collateral
------------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Gerard Boeh Flowers,
Inc. to use The Huntington National Bank's cash collateral.
The Huntington National Bank made loan and advances to the Debtor
pursuant to the terms of two promissory notes, and security
agreements securing all of the Debtor's assets and commercial
security agreement in favor of The Huntington National Bank.
The Debtor acknowledged that as of Petition Date, its indebtedness
to The Huntington National Bank was approximately $45,755, and that
pursuant to the Loan Documents, Huntington Bank has a first
priority lien on all of the Debtor's assets.
The Debtor had agreed to make an initial adequate protection
payment on or prior to entry of the Order, in the amount of $2,701
in certified funds, and to make monthly adequate protection
payments in the amount of $1,000 per month, on each promissory
note, beginning November 1,2016.
Judge Taddonio granted Huntington Bank with valid, binding,
enforceable and perfected postpetition replacement liens and
additional liens in all of the Debtor's real and personal assets,
inventory, accounts receivable, and cash.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/VCWTYR
The Huntington National Bank is represented by:
Christopher J. Niekamp, Esq.
Wade T. Doerr, Esq.
Niekamp Weisensell Mutersbaugh & Mastrantonio LLP
23 South Main Street, Suite 301
Akron, OH 44308
Telephone: 330-434-1000
Facsimile: 330-434-1001
Email: cjn@njmlaw.com
wade@njm-law.com
About Gerard Boeh Flowers, Inc.
Gerard Boeh Flowers, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 16-22840) on August 1, 2016. The
Petition was signed by Gerard E. Boeh. The Debtor is represented
by Stanley A. Kirshenbaum, Esq. At the time of filing, the Debtor
had estimated assets at $0 to $50,000 and liabilities at $100,000
to $500,000.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Gerard Boeh Flowers, Inc.
GF FINANCE: U.S. Trustee Forms Two-Member Committee
---------------------------------------------------
U.S. Trustee Ilene J. Lashinsky on Dec. 1, 2016, appointed two
creditors of GF Finance, Inc., and Stephen T. Hansen to serve on
the official committee of unsecured creditors.
The committee members are:
(1) United Valley Bank
Attn: Corey Cleveland
2718 S. Columbia Road
Grand Forks, ND 58201
Tel: (701) 738-8590
Fax: (701) 772-2033
E-mail: ccleveland@uvbank.net
(2) Mohn Business Consulting
Attn: John Mohr
111 North Third Street, No. 1001
Grand Forks, ND 58203
Tel: (218) 791-0944
E-mail: jmohn@gra.midco.net
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About GF Finance
GF Finance, Inc., based in Phoenix, AZ, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-10282) on Sept. 7, 2016. The petition
was signed by Stephen T. Hansen, as president and owner. Stephen
T. Hansen himself simultaneously filed his own Chapter 11 petition
(Case No. 16-10283). The Hon. Paul Sala presides over the cases.
Mr. Hansen is a 74-year old resident of the State of Arizona
currently residing in Scottsdale with Roberta (aka Bobbi), his
loving and devoted wife of 32 years. Hansen operated successful
equipment finance and car rental businesses in the State of North
Dakota for more than 40 years.
Debtor GFF is a privately-held North Dakota corporation 100% owned
by Hansen. GFF is in the equipment financing and leasing business
specializing in over-the-road tractors and trailers, farm
equipment, and light-duty construction equipment. GFF has not
originated any new business during the 12 months preceding its
bankruptcy case and was (and is) in the process of winding down.
Todd A. Burgess, Esq., at Gallagher & Kennedy, P.A., is the
bankruptcy counsel to the Debtors. The Debtors also tapped MCA
Financial Group Ltd. as financial advisor and Ritchie Bros.
Auctioneers and Steffes Group as equipment auctioneers.
GLACIAL MATERIALS: Taps Lippes Mathias as Transactional Counsel
---------------------------------------------------------------
Glacial Materials, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of New York to hire Lippes Mathias
Wexler Friedman, LLP.
The firm will serve as the Debtor's real estate and transactional
counsel in connection with its Chapter 11 case.
The hourly rates charged by the firm are:
Partners $325
Associates $215
Paralegals $110
Legal secretaries $110
Lippes Mathias is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm maintains an office at:
Lippes Mathias Wexler Friedman, LLP
50 Fountain Plaza, Suite 1700
Buffalo, NY 14202
Tel: 716-853-5100
Fax: 716-853-5199
Email: info@lippes.com
About Glacial Materials
Glacial Materials, LLC, based in Buffalo, N.Y., sought chapter 11
protection (Bankr. W.D.N.Y. Case No. 16-10907) on May 5, 2016, and
is represented by Robert B. Gleichenhaus, Esq., at Gleichenhaus,
Marchese & Weishaar, P.C., in Buffalo, N.Y. The case is assigned
to Judge Michael J. Kaplan. The Debtor estimated its assets and
debt of less than $10 million at the time of the filing.
GLOBAL EAGLE: Moody's Assigns B1 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
("CFR"), B1-PD probability of default rating ("PDR") and SGL-1
speculative grade liquidity ("SGL") rating to Global Eagle
Entertainment, Inc. ("GEE"). Moody's has also assigned a Ba3 (LGD3)
rating to the company's proposed senior secured first lien credit
facility that consists of an $85 million senior secured revolver
and $460 million term loan, and a B3 (LGD5) rating to GEE's
proposed $125 million senior secured second lien term loan. The
outlook is stable.
On July 27, 2016, GEE completed its previously announced
acquisition of Emerging Markets Communications, LLC ("EMC"), a
communications services provider to maritime and hard-to-reach land
markets. The use of proceeds from the borrowings will be used to
refinance the existing senior secured credit facilities of EMC (and
to pay fees and expenses in connection therewith) and for working
capital, capital expenditures, acquisitions, investments, and
general corporate purposes. Consequently, upon close of this
transaction and the repayment of EMC's existing debt, Moody's will
withdraw all ratings for EMC Acquisitions, LLC.
Issuer: Global Eagle Entertainment, Inc.
Assignments:
-- Probability of Default Rating, Assigned B1-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-1
-- Corporate Family Rating, Assigned B1
-- Senior Secured 2nd Lien Term loan, Assigned B3 (LGD5)
-- Senior Secured 1st Lien Bank Credit Facilities, Assigned Ba3
(LGD3)
Outlook Actions:
-- Outlook, Assigned Stable
RATINGS RATIONALE
GEE's B1 CFR reflects the market position, diverse customer base
and contracted recurring revenues and supplier relationships, as
well as its valuable network assets and patented technologies. The
rating also incorporates GEE's strong liquidity, a seasoned and
proven management team and the company's history of successfully
integrating acquisitions. These strengths are offset by small
scale, moderately high leverage of around 4x (Moody's adjusted) and
the possibility for additional debt-funded acquisitions.
The combination of GEE and EMC creates a global provider of
satellite-based connectivity and media to the growing global
mobility market. GEE has a strong track record of successfully
delivering media content and connectivity to airlines while EMC is
a top provider of connectivity to the aviation, maritime and
hard-to-reach land markets. The combined company benefits from
significant economies of scale and an enhanced global
infrastructure that delivers a broader product portfolio to
customers. GEE has a proven track record of integrating
acquisitions and achieving synergies and expects to realize
synergies with EMC of $15 million in 2017, growing to $40 million
in 2018 and thereafter.
GEE's SGL-1 short-term liquidity rating reflects its very good
liquidity for the next 12 to 18 months due to a large cash balance
and free cash flow generation. "We expect GEE to generate about $20
million free cash flow for FY2017 despite incurring one-time
synergy costs." Moody's said. Moderate capital intensity and joint
venture distributions from EMC's joint venture Wireless Maritime
Services (WMS) boost cash flows. As of September 30, 2016, GEE had
$56 million in cash. "We expect the financing transaction to result
in $585 million of proceeds and increase cash balances by about
$175 million. The company will also have an undrawn $85 million
revolver at transaction close which we expect will remain largely
undrawn over the next 12 to 18 months." Moody's said.
The Ba3 ratings of the senior secured credit facility reflect its
senior position in the capital structure and benefit from
guarantees by all current and future direct and indirect domestic
wholly-owned material domestic restricted subsidiaries on a senior
secured basis. The senior secured second lien term loan is rated
due to its junior claim relative to the first lien creditor class.
GEE's $82.5 million convertible senior unsecured notes represent
the junior-most debt in the capital structure and provide some loss
absorption to both the first and second lien credit facilities.
The stable outlook is based on Moody's view that GEE's integration
of EMC will progress and result in the expected cost savings.
Upward rating pressure could develop if GEE materially increases
its scale, leverage (Moody's adjusted) is sustained below 3.5x and
if FCF/Debt approaches 10%. Downward rating pressure could develop
if leverage (Moody's adjusted) is not on track to fall below 4x by
FYE2018.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
GLOBAL EAGLE: S&P Assigns 'B+' CCR & Rates Facilities 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to Los
Angeles-based Global Eagle Entertainment Inc. The outlook is
stable.
At the same time, S&P assigned a 'BB-' issue-level rating and '2'
recovery rating to the company's proposed senior secured first-lien
credit facilities, which include an $85 million revolving credit
facility and $460 million first-lien term loan. The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%; lower
half of the range) recovery for lenders in the event of a payment
default.
S&P also assigned a 'B-' issue-level rating and '6' recovery rating
to the company's proposed $125 million senior secured second-lien
term loan and existing $83 million senior unsecured convertible
notes. The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery for lenders in the event of a payment
default.
"The rating on Global Eagle reflects its operations in a fairly
narrow telecommunications niche, some degree of revenue
concentration with its top customers, and the fragmented and
competitive nature of the satellite-based connectivity market.
These factors are somewhat offset by the company's diverse product
portfolio, good revenue visibility provided by multi-year
contracts, and solid market share in providing in-flight
entertainment content," said credit analyst Rose Askinazi. "We
expect adjusted leverage will decline to the mid-4x area in 2017
from the mid-6x area in 2016, benefiting from organic EBITDA growth
and potential acquisitions, and that free operating cash flow
(FOCF) will be positive."
The stable outlook reflects S&P's expectation that Global Eagle's
high leverage, expected to be in the mid-6x area in 2016, will
significantly decline to the mid-4x area in 2017, benefiting from
organic EBITDA growth and potential acquisitions.
S&P could lower the rating if leverage remains above 5.25x on a
sustained basis as a result of integration missteps or if operating
performance deteriorates because of competitive pressures, leading
to elevated churn and pricing pressure. In the event that leverage
remains above 5.25x for acquisitions, S&P will consider any
improvement in the company's competitive position and diversity to
determine if a downgrade is warranted.
While an upgrade is unlikely over the next 12 months, S&P could
raise the rating if leverage improves below 4x on a sustained
basis, including the potential for ongoing acquisitions. An
upgrade would also require S&P's confidence that the competitive
environment will remain supportive of growth prospects and stable
pricing.
GOODMAN AND DOMINGUEZ: Dec. 20 Plan Confirmation Hearing
--------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida issued an order apprving the disclosure
statement explaining Goodman and Dominguez, Inc., et al.'s second
amended plan of reorganization.
The Court has set a hearing to consider confirmation of the Plan on
Dec. 20, 2016 at 2:00 P.M.
The deadline for objections to confirmation is on Dec 6, 2016.
Deadline for filing ballots accepting or rejecting the plan is on
Dec 6, 2016.
The Plan, which is co-proposed by the Official Committee of
Unsecured Creditors, holders of General Unsecured Claims will
recover 26.9% of their allowed claims.
Class 3 General Unsecured Claims are impaired. Except to the extent
that a holder of an Allowed General Unsecured Claim has been paid
by the Debtors prior to the Effective Date or agrees to a less
favorable classification and treatment, each holder of an Allowed
General Unsecured Claim will receive its Pro Rata Share of (i) the
Class 3 Annual Minimum Distribution on the Class 3 Annual Minimum
Distribution Payment Dates, (ii) the Class 3 Annual Excess Cash
Flow Distribution on the Class 3 Annual Excess Cash Flow
Distribution Dates, and (iii) 50% percent of the net proceeds from
any Cause of Action.
Class 2 Secured Claims are unimpaired. Except to the extent that a
holder of an Allowed Secured Claim has been paid by the Debtors
prior to the Effective Date or agrees to a less favorable
classification and treatment, each holder of an Allowed Secured
Claim shall receive the full unpaid amount of such Allowed Secured
Claim, in Cash, on the later of: (i) the Effective Date or as soon
as practicable thereafter; (ii) the first Business Day after the
date that is ten (10) Business Days after the date such Claim
becomes an Allowed Secured Claim; and (iii) the date or dates
agreed to by the Debtors and the holder of the Allowed Secured
Claim.
The Debtors or the Reorganized Debtors, as applicable, will use the
(i) Available Cash on the Effective Date, (ii) Cash Flow on and
after the Effective Date, or, where applicable, (iii) Disputed
Claims Reserve, to make all Distributions required to be made by
the Debtors or the Reorganized Debtors, as applicable, on and after
the Effective Date in accordance with the Plan.
A full-text copy of the second amended disclosure statement is
available at:
http://bankrupt.com/misc/flsb16-10056-306.pdf
About Goodman and Dominguez
Goodman and Dominguez, Inc. -- dba Traffic, Traffic Shoe, Goodman
&
Dominguez, Inc., Traffic Shoes, and Traffic Shoe, Inc. -- is a
retailer headquartered in Medley, Florida. It operates 83
stores
in malls across nine states and Puerto Rico. It also sells its
teen fashion products at http://www.trafficshoe.com/
Goodman and Dominguez, Inc, et al., filed Chapter 11 petitions
(Bankr. S.D. Fla. Case No. 16-10056) on Jan. 4, 2016. Judge
Robert
A Mark presides over the case. Lawyers at Meland Russin &
Budwick,
P.A., represent the Debtors.
In its petition, Goodman and Dominguez estimated $1 million to $10
million in both assets and liabilities. The petition was signed
by
David Goodman, president.
GRAND & PULASKI: Disclosure Statement and Plan Hearing on Jan. 10
-----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a combined hearing on
Jan. 10, 2017 at 10:00 A.M. , to consider the approval of the
Disclosure Statement and Confirmation of the Plan filed by Grand &
Pulaski Citgo, Inc.
The deadline for filing and serving objections to the Disclosure
Statement and confirmation of the Plan is on Jan 4, 2017.
The last day for the filing of ballots accepting or rejecting the
Plan is on Jan 4, 2017.
About Grand & Pulaski Citgo
Grand & Pulaski Citgo, Inc., filed a chapter 11 petition (Bankr.
N.D. Ill. Case No. 16-05081) on Feb. 17, 2016. The petition was
signed by John M. Scali, Sr., president. The case is assigned to
Judge Deborah L. Thorne. The Debtor estimated assets at $100,000
to $500,000 and debt at $1 million to $10 million at the time of
the filing. The Debtor is represented by Joel H. Shapiro, Esq.,
at
Kamenear Kadison Shapiro & Craig.
GREATER BRUNSWICK SCHOOL: S&P Cuts 2014 Rev. Bonds Rating to B+
---------------------------------------------------------------
S&P Global lowered its rating to 'B+' from 'BB' on the New Jersey
Economic Development Authority's series 2014A (tax exempt) and
2014B (taxable) charter school revenue bonds, issued on behalf of
Greater Brunswick Charter School (GBCS). The outlook is negative.
"The rating action reflects our view of GBCS' 2016 audited results,
which show that its financial position has deteriorated and is more
in line with the current rating level," said S&P Global Ratings
credit analyst Kaiti Wang. "Based on these results, we believe the
school may also violate one or more of its financial covenants,
which could lead to an event of default,"
Ms. Wang added.
S&P understands liquidity has weakened partly due to consistently
late payments from one of the GBCS' largest sending districts,
limiting overall cash flow. In addition, the school is operating
near capacity and is fairly small in size. As such, future
enrollment growth potential and revenue flexibility are limited,
which S&P views as a credit risk.
GBCS is a grade K-8 public charter school in New Brunswick.
Enrollment has been generally stable at around 390 students.
GREEN OAK STOCKADE: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Green Oak Stockade View Apartments, LLC
PO Box 61
East Schodack, NY 12305
Case No.: 16-12162
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: November 30, 2016
Court: United States Bankruptcy Court
Northern District of New York (Albany)
Judge: Hon. Robert E. Littlefield Jr.
Debtor's Counsel: Christian H. Dribusch, Esq.
THE DRIBUSCH LAW FIRM
1001 Glaz Street
East Greenbush, NY 12061
Tel: 518-729-4331
Fax: 518-463-4386
E-mail: cdribusch@chdlaw.net
Total Assets: $4 million
Total Liabilities: $3.46 million
The petition was signed by William A. Eichengrun managing member,
authorized representative of the Debtor.
A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/nynb16-12162.pdf
GREGORY B. MYERS: Unsecured Creditors To Be Paid in Full
--------------------------------------------------------
Gregory B. Myers filed with the U.S. Bankruptcy Court for the
District of Maryland an amended disclosure statement and
accompanying amended plan of reorganization.
Class 5, Allowed Secured Claim of Regions Bank $419,267, is
Unimpaired under the Plan. The Class 5 Claim of Regions Bank has
been paid in full from the closing from the sale of Lot 6, Seaside
14 Subdivision, Santa Rosa Beach, Florida.
Class 12, General Unsecured Claims Asserted Against the Debtor
$67,142 (estimated), is Impaired under the Plan. The Class 12
Claims of General Unsecured Claims against the Debtor will be paid
in full an amount equal to 100% of their Allowed Claims from the
proceeds from the sale of the Florida property. The Debtor said it
will file objections to the Claims Debtor disputes within Class 12.
The payment to General Unsecured Claims of the Debtor will be made
in a one-time distribution upon the resolution of all disputed
claims within Class 12.
The Debtor anticipates that all disputed Class 12 claims will be
resolved within 24 months of the Effective Date. The Claims of Joan
Myers ($240,875) and Michael and Susan Myers ($65,000) will be
withdrawn and/or forgiven with prejudice. The Debtor will obtain
formal documentation of the releases of these debts. Serve Trust
has agreed to subordinate its interest in to proceeds from the sale
of Lot 6, Seaside 14 Subdivision, Santa Rosa Beach, Florida, if
any, in the amount of $67,142, subject to final allowance of such
claims and conditioned that the Plan is confirmed by this Court. To
the extent that the $67,142 exceeds the allowed amount of the
aggregate of all Class 12 Claims, such funds will be returned to
Serv Trust.
The Plan will be funded from the Debtor's liquidation of
properties, and unliquidated and contingent claim against Offit
Kurman, P.A. in the estimated amount of $5,000,000.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/mdb15-26033-213.pdf
Gregory B. Myers filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 15-26033) on Nov. 18, 2015.
GULFMARK OFFSHORE: Inks $50M Purchase Pact with MFP and Franklin
----------------------------------------------------------------
GulfMark Offshore, Inc., entered into the previously announced
Securities Purchase Agreement with unaffiliated third party
investors, MFP Partners, L.P. and Franklin Mutual Advisers, LLC, to
issue and sell in a private placement 50,000 shares of Series A
Convertible Preferred Stock, par value $0.01 per share, for a cash
purchase price of $1,000.00 per share of Series A Preferred Stock,
or $50,000,000 in the aggregate. Pursuant to the terms of the
Purchase Agreement, at the closing of the Private Placement, MFP
and Franklin, directly or through one or more of their affiliates,
will provide to the Company and GulfMark Americas, Inc., as
co-borrowers, (i) a term loan agreement, in respect of term loans
in the amount of $100 million, and (ii) a revolving credit
facility, in respect of revolving loans not to exceed $100 million
outstanding at any time. In connection with the Purchase
Agreement, the Company negotiated forms of the Term Loan Agreement
and the New Revolving Credit Agreement. The Term Loan Agreement
and the New Revolving Credit Agreement are subject to the
finalization of the exhibits and schedules thereto, and revisions
pertaining to certain maritime matters and agency matters.
About Gulfmark
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of our operations are
conducted in the North Sea, offshore Southeast Asia and offshore
the Americas. The Company currently operates a fleet of 73 owned
or managed offshore supply vessels, or OSVs, in the following
regions: 30 vessels in the North Sea, 13 vessels offshore Southeast
Asia, and 30 vessels offshore the Americas. The Company's fleet is
one of the world's youngest, largest and most geographically
balanced, high specification OSV fleets. The Company's owned
vessels have an average age of approximately nine years.
Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014.
As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets,
$583.9 million in total liabilities and $518.3 million in total
stockholders' equity.
* * *
As reported by the TCR on Nov. 30, 2016, S&P Global Ratings said
that it lowered its corporate credit rating on U.S.-based offshore
service provider GulfMark Offshore Inc. to 'CC' from 'CCC'. The
rating outlook is negative. "The downgrade follows GulfMark
Offshore's announcement that it has offered to purchase up to $300
million of its 6.375% senior unsecured notes due 2022 at about 48%
of par," said S&P Global Ratings' credit analyst Kevin Kwok.
The TCR also reported on Feb. 26, 2016, that Moody's Investors
Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate
Family Rating (CFR) to Caa3 from B3, Probability of Default Rating
(PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from
Caa1.
HALLUCINATION MEDIA: Plan Filing Period Extended to Dec. 23
-----------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida extended Hallucination Media, LLC's exclusive
period to file a plan and disclosure statement to December 23,
2016.
The Debtor previously sought the extension of its exclusivity
period, relating that it has always taken the position that it has
a right of first refusal with respect to any lease or sale the Ritz
Ybor property, and that this right has not been established. The
Debtor further related that it remains in the process of
negotiating or scheduling mediation with respect to its dispute
with the owners of the Ritz Ybor property. The Debtor said that a
resolution or settlement of these issues would facilitate an agreed
plan in this case, which would likely provide full payment to
creditors.
The Debtor told the Court that it had been devoting all of the time
of its two principals to the reorganization of its business, and
that these efforts include the search for an alternate venue and
the expansion of other lines of business in which the Debtor has
previously been engaged. The Debtor further told the Court that
these efforts were ongoing and would facilitate efforts to confirm
a plan of re-organization, including the Debtor's ability to make a
significant payment to unsecured creditors and the Debtor's ability
to establish feasibility of any plan of re-organization filed by
the Debtor.
About Hallucination Media, LLC.
Hallucination Media, LLC filed a chapter 11 petition (Bankr. M.D.
Fla., Case No. 16-04116) on May 12, 2016. The petition was signed
by Bryan L. Nichols, manager and member. The Debtor is represented
by Leon A. Williamson Jr., Esq., at the Law Office of Leon A.
Williamson, Jr., P.A. The Debtor estimated assets at $50,001 to
$100,000 and liabilities at $0 to $50,000 at the time of the
filing.
HAMPTON TRANSPORTATION: Trustee's Sale of Assets for $60K Approved
------------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York authorized the sale by Allan B. Mendelsohn,
the Chapter 11 operating trustee of the estates of Hampton
Transportation Ventures, Inc., Schoolman Transportation System,
Inc., and 1600 Locust Avenue Associates, LLC, of the Debtors'
interest in the intellectual property and other personal property
of the Hampton and Schoolman to M&V Limousines Ltd. for $60,000.
The sale is "as is, where is," "with all faults," without any
representations, covenants, guarantees or warranties of any kind or
nature whatsoever, and free and clear of any and all liens, claims,
encumbrances, interests or adverse claims to title, of whatever
kind or nature whatsoever.
In accordance with the Amended Sale Agreement, the Purchaser is
required to pay the balance of the purchase price to the Trustee
upon the closing of sale.
Notwithstanding Bankruptcy Rules 6004(g) and 6006(d), the Order
will not be stayed for 14 days after the entry and will be
effective and enforceable immediately upon entry.
About Hampton Transportation
Hampton Transportation Ventures, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
15-73837) on Sept. 8, 2015. The petition was signed by William
Schoolman, CEO. The case is assigned to Judge Alan S. Trust.
At the time of the filing, the Debtor disclosed total assets of
$6.5 million and total debt of $5.1 million.
On May 11, 2016, the court approved the appointment of Allan
Mendelsohn as Chapter 11 operating trustee.
HAMPTON TRANSPORTATION: Trustee's Sale of Vehicles for $2.4M Okayed
-------------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York authorized the sale of vehicles by Allan B.
Mendelsohn, the Chapter 11 operating trustee of the estates of
Hampton Transportation Ventures, Inc. and affiliates, to GA Global
Partners ("GAG") for a guaranteed minimum of $2,350,000.
An online auction was held on Nov. 1, 2016.
A confirmation hearing of the auction of the Debtors' vehicles was
held on Nov. 9, 2016 and adjourned on Nov. 21, 2016.
Pursuant to the Retention Order and Section 5(A) of the Auction
Agreement, GAG will pay to the estate the sum of $2,350,000 as a
minimum guarantee less (i) the deduction for excess mileage and
damage and/or changes to the condition of the assets in accordance
with paragraph 5(B) of the Auction Agreement in the amount of
$104,000; and (ii) the amount of $15,423 advanced by GAG to repair
bus #2013.
Pursuant to Bankruptcy Code Section 363(b) and (f), the Trustee is
authorized and empowered to sell the Debtors' assets, "as is and
where is," free and clear of all Liens, with any such Liens to
attach to the proceeds of sale to the same extent and with the same
validity and priority as they presently exist prior to the
bankruptcy filings.
The 14-day stay provided for in Bankruptcy Rule 6004(h) will not be
in effect and, pursuant to Bankruptcy Rule 7062, the Order will be
effective and enforceable immediately upon entry.
About Hampton Transportation
Hampton Transportation Ventures, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
15-73837) on Sept. 8, 2015. The petition was signed by William
Schoolman, CEO. The case is assigned to Judge Alan S. Trust.
At the time of the filing, the Debtor disclosed total assets of
$6.5 million and total debt of $5.1 million.
On May 11, 2016, the court approved the appointment of Allan
Mendelsohn as Chapter 11 operating trustee.
HEATHER HILLS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Heather Hills Estates, LLC as
of Nov. 30, according to a court docket.
Heather Hills Estate, LLC filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Fla. Case No. 16-09521) on November 4, 2016. Johnson,
Pope, Bokor, Ruppel & Burns, LLP represents the Debtor.
HILTZ WASTE: Can Use Cash Collateral on Interim Basis
-----------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Hiltz Waste Disposal, Inc., to use cash
collateral on an interim basis.
The Debtor was directed to make monthly adequate protection
payments to First Ipswich Bank, in the amount of $34,000, beginning
on December 1, 2016.
First Ipswich Bank was granted a valid, binding, enforceable and
perfected replacement and continuing security interest in, and lien
on, all of the Debtor's present and after-acquired prepetition and
post-petition assets. First Ipswich Bank was also granted a
superpriority claim.
The Debtor was directed to file and serve an actual income and
expense financial statement by January 3, 2017, in comparison to
its budget for the month of December 2016.
Judge Feeney denied the Parties' request to include in the interim
order a provision requiring the Debtor to pay any obligations of
Kondelin Road, LLC to First Ipswich Bank, instead she directed the
Official Committee of Unsecured Creditors to investigate the
relationship between the Debtor and Kondelin Road, LLC, including
any lease or use and occupancy agreement. She also authorized the
Official Committee to seek any appropriate relief on behalf of the
estate, including the filing of motion for substantive
consolidation of the Debtor's estate with Kondelin Road, LLC in
conjunction with the result of its investigation.
A final hearing on the Debtor's Motion will be held on January 5,
2017 at 10:00 a.m. The deadline for the filing of objections to
the Debtor's Motion is set on January 4, 2017.
A full-text copy of the Fourth Interim Order, dated December 1,
2016, is available at https://is.gd/Tz2MMo
About Hiltz Waste Disposal
Hiltz Waste Disposal, Inc., filed a chapter 11 petition (Bankr. D.
Mass. Case No. 16-13459) on Sept. 7, 2016. The petition was signed
by Deborah S. Hiltz, president. The case is assigned to Judge Joan
N. Feeny. At the time of the filing, the Debtor estimated assets
and liabilities at $1 million to $10 million.
The Debtor is represented by Aaron S. Todrin, Esq., at Sassoon &
Cymrot, LLP. The Debtor employs Silverman, Avila & Gershaw, CPAs
as accountants.
The Official Committee of Unsecured Creditors of Hiltz Waste
Disposal, Inc. employs Morrissey Wilson & Zafiropoulos, LLP as
counsel to the Committee, effective as of October 19, 2016.
HILTZ WASTE: Cash Collateral Hearing Continued to January 5
-----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts, continued the hearing on Hiltz Waste Disposal,
Inc.'s further use of cash collateral to January 5, 2017 at 10:00
a.m.
The deadline for the filing of objections to the Debtor's further
use of cash collateral is set on January 4, 2017.
Judge Feeney directed the Debtor to submit existing weekly actual
income and expense statements for November 2016. Judge Feeney also
directed the Debtor to file a reconciliation of actual figures for
December compared to the budgeted amounts set forth in the
projected cash flow statement by January 3, 2017.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/WP4M4N
About Hiltz Waste Disposal
Hiltz Waste Disposal, Inc., filed a chapter 11 petition (Bankr. D.
Mass. Case No. 16-13459) on Sept. 7, 2016. The petition was signed
by Deborah S. Hiltz, president. The case is assigned to Judge Joan
N. Feeny. At the time of the filing, the Debtor estimated assets
and liabilities at $1 million to $10 million.
The Debtor is represented by Aaron S. Todrin, Esq., at Sassoon &
Cymrot, LLP. The Debtor employs Silverman, Avila & Gershaw, CPAs
as accountants.
The Official Committee of Unsecured Creditors of Hiltz Waste
Disposal, Inc. tapped Morrissey Wilson & Zafiropoulos, LLP as
counsel to the Committee, effective as of October 19, 2016.
IHEARTCOMMUNICATIONS INC: Clarifies Purpose of Consent Solicitation
-------------------------------------------------------------------
iHeartCommunications, Inc., clarified the purpose of the six
separate consent solicitations with respect to a proposed amendment
to the indentures governing its five series of priority guarantee
notes and senior notes due 2021 that were launched on Monday, Nov.
28, 2016.
The Proposed Amendment would amend each of the Indentures to allow
the Company to conduct future exchange offers involving a consent
or amendment to the relevant Indenture without registering them
under the United States Securities Act of 1933, as amended, or the
registration requirements of any other jurisdiction. This would
provide the Company with the flexibility to make exchange offers to
all holders of Notes that are either institutional accredited
investors or non-U.S. persons (as defined in Regulation S under the
Securities Act) in offshore transactions without having to incur
the delay and expense associated with registering the debt or
equity securities offered in such exchange offers with the
Securities and Exchange Commission. If the Proposed Amendment is
adopted, the Company would not be able to, nor does the Company
seek to, exclude either institutional accredited investors or
non-U.S. persons in offshore transactions from such exchange
offers, so long as the Company would not need to register the
exchange offers if made to such holders.
Each Consent Solicitation will expire at 5:00 p.m., New York City
time, on Dec. 7, 2016, unless extended or earlier terminated.
Consents with respect to the applicable series of Notes may not be
revoked after the Expiration Time.
The complete terms and conditions of each Consent Solicitation are
set forth in Consent Solicitation Statements dated Nov. 28, 2016,
that were sent to holders of the Notes on that date. The terms and
conditions of the Consent Solicitations have not been modified or
otherwise amended from the original terms and conditions announced
on Nov. 28, 2016.
Moelis & Company LLC is acting as the solicitation agent for the
Consent Solicitations. Global Bondholder Services Corporation is
acting as the tabulation agent and information agent for the
Consent Solicitations. Questions regarding the Consent
Solicitations may be directed to Moelis & Company LLC at (877)
751-3389. Requests for Consent Solicitation Statements may be
directed to Global Bondholder Services Corporation at (212)
430-3774 (for bankers and brokers) or (866) 470-3900 (for all
others).
About iHeartCommunications
iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners. The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.
iheartCommunications reported a net loss attributable to the
Company of $755 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to the
Company of $794 million on $6.31 billion of revenue for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, iHeartCommunications had $12.82 billion in
total assets, $23.78 billion in total liabilities and a total
shareholders' deficit of $10.96 billion.
Bankruptcy Warning
"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.
Any refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations. The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives. These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations. If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2015.
* * *
iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR)
from Fitch Ratings and a 'Caa2 Corp.' corporate family rating from
Moody's Investors Service.
IHEARTCOMMUNICATIONS INC: Seeks Consent to Amend Notes Indentures
-----------------------------------------------------------------
iHeartCommunications, Inc., announced the commencement of six
separate consent solicitations to seek the consent of holders of
its five series of priority guarantee notes and senior notes due
2021 to a proposed amendment to each of the indentures governing
the Notes.
The Proposed Amendment, if adopted, would amend Section 9.07 of
each of the Indentures to allow the Company to exclude, in any
offer to consent, waive or amend any of the terms or provisions of
the Indentures or the Notes in connection with an exchange offer,
any holders of Notes who are not institutional "accredited
investors" or non-"U.S. persons", or those in any jurisdiction
whose inclusion would require that the Company comply with the
registration requirements or other similar requirements under any
securities laws of such jurisdiction.
Each Consent Solicitation will expire at 5:00 p.m., New York City
time, on Dec. 7, 2016, unless extended or earlier terminated.
Consents with respect to the applicable series of Notes may not be
revoked after the Expiration Time. The consummation of each
Consent Solicitation is not conditioned on the consummation of the
other Consent Solicitations. Each Consent Solicitation is
contingent upon the satisfaction of certain conditions, including,
without limitation, the receipt of consents of holders of at least
a majority of the aggregate principal amount of the respective
series of Notes outstanding (excluding any Notes of such series
held by the Company or its affiliates) to the Proposed Amendment by
the Expiration Time. If any of the conditions to each Consent
Solicitation is not satisfied, the Company is not obligated to
accept any consent in the respective Consent Solicitation and may,
in its sole discretion, terminate, extend or amend each Consent
Solicitation without terminating, extending or amending the other
Consent Solicitations.
Subject to the terms and conditions of each Consent Solicitation,
upon receipt of consents of holders of at least a majority of the
aggregate principal amount of the respective series of Notes
outstanding (excluding any Notes of such series held by the Company
or its affiliates) to the Proposed Amendment, holders of Notes who
validly deliver (and do not validly revoke) their consents prior to
the Expiration Time will receive their portion of the aggregate
cash payment for its respective series of Notes listed on the table
below under "Aggregate Fixed Consideration Amount". In addition,
if the applicable Consent Solicitation is consummated, upon
effectiveness of a subsequent amendment to an Indenture, as
applicable, where the consideration for such amendment includes
debt or equity securities issued on an unregistered basis in an
exchange offer transaction, holders of Notes who validly deliver
(and do not validly revoke) their consents prior to the Expiration
Time will receive their portion of the respective aggregate cash
payment for its respective series of Notes.
The Fixed Fee and Contingent Fee (if and when payable) will be paid
to each consenting holder with respect to the applicable series of
Notes pro rata in accordance with the aggregate principal amount of
such series of Notes for which consents were validly tendered (and
not revoked) prior to the Expiration Time. The applicable
Contingent Fee if it becomes payable, will not be paid at the same
time as the applicable Fixed Fee. There is no assurance that the
Contingent Fee with respect to any series of Notes will be paid.
In no event will the Company ever be required to pay the Contingent
Fee more than once with respect to each series of Notes.
The complete terms and conditions of the each Consent Solicitation
are set forth in the applicable Consent Solicitation Statement that
is being sent to the applicable holders of the Notes.
Moelis & Company LLC is acting as the solicitation agent for the
Consent Solicitations. Global Bondholder Services Corporation is
acting as the tabulation agent and information agent for the
Consent Solicitations. Questions regarding the Consent
Solicitations may be directed to Moelis & Company LLC at (877)
751-3389. Requests for Consent Solicitation Statements may be
directed to Global Bondholder Services Corporation at (212)
430-3774 (for bankers and brokers) or (866) 470-3900 (for all
others).
A full-text copy of the press release is available for free at:
https://is.gd/N4wFsL
About iHeartCommunications
iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners. The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.
IheartCommunications reported a net loss attributable to the
Company of $755 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to the
Company of $794 million on $6.31 billion of revenue for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, IHeartcommunications had $12.82 billion in
total assets, $23.78 billion in total liabilities and a total
shareholders' deficit of $10.96 billion.
Bankruptcy Warning
"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.
Any refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations. The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives. These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations. If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2015.
* * *
iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR)
from Fitch Ratings and a 'Caa2 Corp.' corporate family rating from
Moody's Investors Service.
INTEGRA TELECOM: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating on
Portland-based Integra Telecom Inc. on CreditWatch with negative
implications.
S&P is not placing the 'B+' issue-level rating on the company's
existing senior secured first lien credit facility or the 'B-'
issue-level rating on its senior secured second lien term loan on
CreditWatch with negative implications.
The CreditWatch placement follows the company's announcement that
it will be acquired by lower-rated Zayo Group LLC. (B/Stable) for
about $1.4 billion in an all-cash transaction.
S&P believes that a downgrade, if any, would be at least one notch,
depending on the ultimate rating outcome for Zayo. S&P would
expect to resolve the CreditWatch listing when the transaction
closes in the first quarter of 2017.
INTELLIPHARMACEUTICS INT'L: To Present at the LD Micro Main Event
-----------------------------------------------------------------
Intellipharmaceutics International Inc. announced that the Company
is scheduled to present at the LD Micro Main Event on Dec. 6, 2016.
Domenic Della Penna, chief financial officer, will be presenting
at 10:00 a.m. (PST) (1:00 PM EST) in the Luxe Sunset Boulevard
Hotel in Los Angeles, California.
The presentation may be accessed on Dec. 6, 2016, through the
Investor Relations' Events and Presentations section on
Intellipharmaceutics' website at www.intellipharmaceutics.com.
About Intellipharmaceutics
Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada. Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs. Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals. Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.
Intellipharmaceutics reported a net loss of US$7.43 million on
US$4.09 million of revenues for the year ended Nov. 30, 2015,
compared to a net loss of US$3.85 million on US$8.76 million of
revenues for the year ended Nov. 30, 2014.
As of Aug. 31, 2016, the Company had US$5.36 million in total
assets, US$3.61 million in total liabilities and US$1.75 million in
shareholders' equity.
Deloitte LLP issued a "going concern" opinion on the consolidated
financial statements for the year ended Nov. 30, 2015, citing that
the Company's recurring losses from operations and shareholders'
deficiency raise substantial doubt about its ability to continue
as a going concern.
INTERPACE DIAGNOSTICS: Fails to Comply with NASDAQ Requirement
--------------------------------------------------------------
Interpace Diagnostics Group, Inc., received written notice on Nov.
23, 2016, from the Listing Qualifications department of The NASDAQ
Stock Market LLC notifying the Company that it is not in compliance
with Nasdaq Listing Rule 5550(b)(1), which requires companies
listed on The Nasdaq Capital Market to maintain a minimum of
$2,500,000 in stockholders' equity for continued listing.
The Company's quarterly report on Form 10-Q for the quarterly
period ended Sept. 30, 2016, reported total stockholders' (deficit)
equity of ($1,479,000). In its written notice to the Company, the
Staff also notified the Company that, as of Nov. 22, 2016, it did
not meet the alternative requirements based on the market value of
listed securities or net income from continuing operations.
In its written notice to the Company, the Staff notified the
Company that it has 45 calendar days to submit a plan to regain
compliance and that, if the Company's plan to regain compliance is
accepted, Nasdaq may grant an extension of up to 180 calendar days
from the date of the notification letter, Nov. 23, 2016, to regain
compliance. The Staff further notified the Company that if its
plan to regain compliance is not accepted, the Company will have
the opportunity to appeal that decision to a Hearings Panel.
The Company is currently considering available options regarding
its compliance with Nasdaq Listing Rule 5550(b)(1).
About Interpace Diagnostics
Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc., is focused on developing and commercializing molecular
diagnostic tests principally focused on early detection of high
potential progressors to cancer and leveraging the latest
technology and personalized medicine for patient diagnosis and
management. The Company currently has four commercialized
molecular tests: PancraGen, a pancreatic cyst molecular test that
can aid in pancreatic cyst diagnosis and pancreatic cancer risk
assessment utilizing our proprietary PathFinder platform; ThyGenX,
which assesses thyroid nodules for risk of malignancy, ThyraMIR,
which assesses thyroid nodules risk of malignancy utilizing a
proprietary gene expression assay.
Interpace reported a net loss of $11.35 million in 2015 following a
net loss of $16.07 million in 2014.
As of Sept. 30, 2016, the Company had $45.96 million in total
assets, $47.44 million in total liabilities and a total
stockholders' deficit of $1.47 million.
BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from continuing operations that raise substantial doubt
about its ability to continue as a going concern.
IRELAND NEEDLECRAFT: Court Allows CSG DIP Loan on Final Basis
-------------------------------------------------------------
Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central
District of California authorized Ireland Needlecraft, Inc. d/b/a
H&S Bicycles to enter into postpetition financing with Cycling
Sports Group, Inc. on a final basis.
The terms of the DIP Financing, among others, are:
(1) Cycling Sports Group will provide the Debtor a line of
credit with a maximum amount of $30,000 with 30 day repayment
terms.
(2) After the Debtor has three months of on time payment in
full, then the line will increase to $50,000. If thereafter, the
Debtor makes any late or partial payment, at Cycling Sports Group's
discretion, the credit limit on the line of credit will revert back
to $30,000 for another three-month minimum period before rising
again to $50,000.
(3) Cycling Sports Group will be entitled to charge
contractual rate interest pursuant to the terms of the line of
credit. The interest rate for late payments on the line of credit
will be 1.5% per month, which the Debtor understands is the same
interest rate Cycling Sports Group charges to its customers outside
of bankruptcy.
(4) Cycling Sports Group's lien will be cross collateralized
by all prepetition and postpetion Cycling Sports Group supplied
bicycle inventory.
(5) Cycling Sports Group will support confirmation of a plan
the Debtor proposes which does not materially conflict with or
alter the terms of the terms of their DIP Financing agreement and
the line of credit the Court approves.
(6) To the extent Cycling Sports Group holds a secured claim
at the time of plan confirmation, Cycling Sports Group will accept
payment of its prepetition claim for a period of as long as five
years. During such payment period, Cycling Sports Group will
retain its lien and receive replacement liens in new Cycling Sports
Group supplied bicycle inventory. Cycling Sports Group's
postpetition claim will be considered an administrative claim and
will be paid pre-confirmation and post-confirmation of a plan
pursuant to the terms of the line of credit.
A full-text copy of the Final Order, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/IrelandNeedlecraft2016_16116bk12518mt_98.pdf
About Ireland Needlecraft
Ireland Needlecraft, Inc., operates two retail bicycle stores in
Granada Hills and in Burbank, California. It also sells bicycles
and related products online.
Ireland Needlecraft filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 16-12518) on Aug. 29, 2016. The petition was signed by
Robert Stotts, Jr., vice president. The case is assigned to Judge
Maureen Tighe. The Debtor estimated assets at $500,001 to $1
million and liabilities at $1 million to $10 million at the time of
the filing.
No examiner or trustee has been appointed, and no official
committee of creditors has been established.
The Debtor is represented by Steven R. Fox, Esq., at the Law
Offices of Steven R. Fox.
IRVINGTON COMMUNITY: S&P Puts 'B-' Bonds Rating on Watch Positive
-----------------------------------------------------------------
S&P Global Ratings placed its 'B-' rating on Indiana Finance
Authority's series 2009A and 2009B educational facilities revenue
bonds, issued for Irvington Community Schools Inc. (ICS), on
CreditWatch with positive implications.
The CreditWatch action reflects S&P Global Ratings' anticipation
that ICS will likely provide the rating service with fiscal 2016
audited results within the next 90 days and S&P Global Ratings'
opinion of ICS' recently completed seven-year charter renewal
through 2023 and its new management team with active oversight,
which could lead to ICS' financial profile improving to a level the
rating service views as consistent with an improved outlook or
higher rating.
"During our preliminary discussion with school management,
management suggests that for fiscal year-end 2016, it expects fewer
material weaknesses and remedies for most of the findings reported
previously in the fiscal years 2014 and 2015 audits. In addition,
management believes that it will report an increase in its cash
position for fiscal 2016 and that it could resolve previously
reported bond covenant violations that currently pose acceleration
risk for the bonds," said S&P Global Ratings credit analyst Melissa
Brown. "If these expectations were to materialize, we could view
these results positively. We will continue to monitor the school's
progress throughout the CreditWatch period."
ICS has historically experienced challenges with its financial
operations and management that led to the deterioration of its
financial profile. During the two most recent fiscal years, the
charter school experienced a number of weaknesses, including its
multiple covenant violations on its bonded debt, failure to meet
the financial standards of the authorizer, restructuring,
forbearance, loss of its bank line of credit, findings within
fiscal years 2014 and 2015 audits that included previous-period
adjustments, and material adjusting of entries.
Based on audited results, ICS' financial profile currently remains
weak, in S&P Global Ratings' opinion, and consistent with the
current rating.
S&P Global Ratings understands ICS has recently made changes to
address its issues. In S&P Global Ratings' opinion, some of these
changes are still relatively recent. And the rating service has
yet to see any material financial improvement in an audited
presentation. The rating service understands the fiscal 2016 audit
will be available within the next 90 days, at which time it will be
able to better ascertain the magnitude and effect of these recent
changes on the school's finances and whether the school can sustain
a positive trajectory over the next year.
ITT EDUCATIONAL: Tiger Capital to Conduct Three Online Auctions
---------------------------------------------------------------
By order of the Bankruptcy Trustee of ITT Educational Services,
Tiger Capital Group is conducting three online auctions next month
for furniture, fixtures and equipment from the nationwide career
college. The assets have an estimated acquisition value of more
than $10 million.
Thousands of units of electronic testing equipment; medical
training equipment; computers, network and telecom equipment;
office, lab and classroom furniture, and more will be offered for
sale on an individual basis or in lot sizes to suit all buyers.
For the sales, high quality, well-maintained assets from 106
locations nationwide have been consolidated into three warehouse
facilities in Jacksonville, Fla., Hagerstown, Md., and Oklahoma
City, Okla.
Online bidding for the assets will commence December 1 at
www.SoldTiger.com/itt Bidding will close in rapid succession, live
auction style, on December 8, beginning at 10:30 a.m. (ET), for the
Florida assets; December 13, at 10:30 a.m. (ET), for the Maryland
assets; and December 15, at 10:30 a.m. (CT), for the Oklahoma
assets.
The assets will be available for inspection on December 7, from
9:00 a.m. to 5:00 pm (ET) at 1501 Haines Street in Jacksonville,
Fla.; on December 12, from 9:00 a.m. to 5:00 pm (ET), at 100 Tandy
Road, Hagerstown, Md.; and on December 14, from 9:00 a.m. to 5:00
p.m. (CT), at 7501 SW 29th Street, Oklahoma City, Okla.
"Large and small educational, technical and medical institutions,
as well as just about any kind of business will be interested in
the furniture, fixtures, computers and other equipment that will be
available for sale at these auctions," said Jeff Tanenbaum,
President of Tiger's Commercial & Industrial division. "The
volume, variety and high quality of the assets will satisfy the
needs of many businesses and institutions."
Electronic testing equipment and related assets up for bid include
a large volume of oscilloscopes, function generators, multimeters,
DC power supplies, and other devices.
Available medical and hospital training equipment includes many
Hill Rom 1000 hospital beds; and gently used examination tables,
phlebotomy chairs, EKG machines, blood glucose meters, and other
instruments. Teaching aids up for bid include simulators and
training manikins by Lifeform, Vata, and Laerdal, as well as
skeletons.
Computers include desktops, laptops, and tablets by Apple and other
manufacturers. Telecommunications systems offered include Cisco
switches and routers, and Avaya VOIP phone systems and handsets.
Bidders can also choose from MakerBot 3D printers, large format
color printers, laser printers, scanners, fax machines, and other
IT equipment.
Dell, Hitachi and Epson DLP projectors and other audiovisual
equipment will be available for sale, in addition to flat-screen
televisions measuring up to 60 inches, stereo systems, DVD
duplicators, and other assets.
Office, classroom furniture and other equipment includes hundreds
of Steelcase adjustable stools, Herman Miller Aeron swivel arm
chairs, thousands of plastic and metal stack chairs,
butcher-block-top worktables, lab tables, and Schwab and SentrySafe
fireproof file cabinets.
Also available will be a large quantity of textbooks, Spex
forensics lights, teaching aids, french door stainless steel
refrigerators, and more.
ITT Educational Services filed for voluntary bankruptcy on
September 16, 2016 in the United States Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division (case Number
1:16-bk-07207). The sale is being conducted in cooperation with
Reich Brothers.
For a full catalog of the items offered and details on how to
schedule a site visit and bid, go to: www.SoldTiger.com/itt
About ITT Educational
ITT Educational Services, Inc., is a proprietary provider of
post-secondary degree programs in the United States based on
revenue and student enrollment. As of Dec. 31, 2015, ITT was
offering: (a) master, bachelor and associate degree programs to
approximately 45,000 students at ITT Technical Institute and Daniel
Webster College locations; and (b) short-term information
technology and business learning solutions for individuals.
ITT Educational and its subsidiaries ESI Service Corp. and Daniel
Webster College, Inc. ceased operations and commenced bankruptcy
proceedings by filing voluntary petitions for relief under
Chapter 7 of the Bankruptcy Code (Bankr. S.D. Ind.) on Sept. 16,
2016.
J. CREW: Moody's Cuts CFR to Caa2 on Rev. Declines & High Debt Load
-------------------------------------------------------------------
Moody's Investors Service downgraded Chinos Intermediate Holdings
A, Inc.'s (indirect parent company of J. Crew Group, Inc.
[together, "J. Crew"]) Corporate Family Rating to Caa2 from B3,
Probability of Default Rating to Caa2-PD from B3-PD, and the rating
on its PIK toggle notes to Ca from Caa2. The Speculative Grade
Liquidity Rating was also downgraded to SGL-3. Concurrently,
Moody's downgraded J. Crew Group's Secured Term Loan to Caa1 from
B2. The ratings outlook is stable.
The downgrade to Caa2 reflects the continued declines in J. Crew's
revenue and EBITDA that, when coupled with its high debt load, has
led to very high leverage and an unsustainable capital structure.
For the nine months ended October 29, 2016, J. Crew's revenue and
adjusted EBITDA (as defined by the company) declined 3.6% and 14.1%
respectively, and EBITDA margin declined nearly 100 basis points to
7.9%. This compares to a 15.2% EBITDA margin at the end of 2013,
the year in which the company paid its $500 million debt-financed
dividend. Balance sheet leverage (calculated using unadjusted J.
Crew and Chinos debt and company EBITDA) approached 11.5 times and
EBITDA-Capex/Gross Interest (including non-cash PIK toggle
interest) is less than 1.0x. At this level of performance, the
company's capital structure is unsustainable. Thus, the company
faces a heightened probability of default, including the potential
for a distressed exchange, over the next 12-18 months.
J. Crew has taken action to improve sales and profitability, such
as managing inventory and expense levels down, implementing
sourcing and supply chain improvements, and closing underperforming
stores. However, Moody's expects that improvement will take time as
challenges persist within the overall apparel retail environment,
particularly related to weak customer traffic and high promotional
levels. With Chinos' PIK toggle notes set to mature on May 1, 2019,
there is limited time for the company to meaningfully improve
profitability and de-leverage towards a sustainable capital
structure.
The downgrade of J. Crew's Speculative Grade Liquidity Rating to
SGL-3 reflects Moody's expectation that continued weak earnings
will pressure free cash flow generation over the next twelve
months, but that the company's overall liquidity position will
remain adequate. Moody's expects that balance sheet cash and
operating cash flow will sufficiently cover cash flow needs over
the next twelve months, including capital expenditures and cash
interest expense, supported by ample excess availability under its
$350 million ABL revolver.
The following ratings were downgraded:
Chinos Intermediate Holdings A, Inc.
-- Corporate Family Rating to Caa2 from B3
-- Probability of Default Rating to Caa2-PD from B3-PD
-- Senior Unsecured PIK toggle notes due 2019 to Ca (LGD6) from
Caa2 (LGD6)
-- Speculative Grade Liquidity Rating to SGL-3 from SGL-2
J. Crew Group, Inc.
-- Senior Secured Term Loan B due 2021 to Caa1 (LGD3) from B2
(LGD3)
Outlook Actions:
Issuer: Chinos Intermediate Holdings A, Inc.
-- Outlook, Changed To Stable From Negative
Issuer: J. Crew Group, Inc.
-- Outlook, Changed To No Outlook From Negative
RATINGS RATIONALE
J.Crew's Caa2 Corporate Family Rating reflects its weak operating
performance and high debt burden, with unadjusted debt to EBITDA
approaching 11.5 times and interest coverage below 1.0 time. At
current performance levels, the company's capital structure is
unsustainable and its probability of default, including the
potential for a distressed exchange, is high. The rating is also
reflects J.Crew's relatively small scale and high business risk as
a specialty apparel retailer, which exposes the company to
performance volatility as a result of fashion risk or changes in
consumer spending. The rating is supported by J.Crew's credible
market position in the highly fragmented specialty apparel
retailing segment, very well recognized lifestyle brand name, and
adequate liquidity profile.
The stable rating outlook reflects Moody's expectation that revenue
and earnings challenges will persist over the next twelve months
and that credit metrics will remain weak. The outlook also reflects
Moody's expectation that the company will maintain an adequate
liquidity profile during this timeframe.
Ratings could be downgraded if J. Crew's operating performance or
liquidity deteriorate, or if the company's probability of default,
including discounted debt repurchases or other distressed-type
exchange, were to increase for any reason.
Ratings could be upgraded if the company makes progress improving
operating performance, including a return to sustained revenue
growth and margin expansion, as well as reducing leverage to a more
sustainable level. An upgrade would require maintenance of adequate
liquidity, including a successful refinancing of its PIK toggle
notes prior to maturity. Quantitatively, ratings could be upgraded
if interest coverage improved to over 1.0 time and debt/EBITDA fell
below 7 times.
Chinos Intermediate Holdings A, Inc. ("J.Crew") is the indirect
parent company of J.Crew Group Inc., a multi-channel retailer of
women's, men's and children's apparel, shoes and accessories. As of
November 22, 2016, the Company operated 287 J.Crew retail stores,
110 Madewell stores and 181 factory stores, as well as jcrew.com,
jcrewfactory.com, the J.Crew catalog, madewell.com and the Madewell
catalog. The company is owned by TPG Capital, L.P. ("TPG"), Leonard
Green & Partners, L.P. ("Leonard Green") and certain members of the
executive management team.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
J.T.P. CORP: Plan To Be Funded by BMC Litigation Proceeds
---------------------------------------------------------
J.T.P. Corp. filed with the U.S. Bankruptcy Court for the District
of Colorado a disclosure statement to accompany its plan of
reorganization, dated Nov. 22, 2016.
Class 2 - Bluebird Mortgage Corp. holds a first-priority secured
claim against the $244,700.03 in Sale Proceeds pursuant to the Sale
Order. The Debtor believes BMC's Allowed Secured Claim does not
exceed $571,687.87. The Debtor paid BMC $152,250.38 during the
loan and paid BMC an additional $541,284.31 on September 2, 2016.
The Debtor believes BMC's Allowed Secured Claim has been paid in
full and that BMC is obligated to disgorge $91,036.85 in
overpayments made to BMC in connection with sale of the King Street
Property.
Class 3 - ODS Financing, LLC, holds a second-priority secured claim
against the $244,700.03 in Sale Proceeds pursuant to the Sale
Order. ODS believes its Allowed Secured Claim may be as much as
$36,450. The Debtor has to date not had an opportunity to review
the documents and calculations supporting ODS' Secured Claim. The
Debtor will pay ODS' Secured Claim in full from proceeds from the
Adversary Proceeding in an amount agreed by the Parties or as
determined by further order of the Bankruptcy Court.
Class 4 - Consist of any unsecured creditors pursuant to timely and
valid Proofs of Claim filed with the Bankruptcy Court. The Debtor
reserves the right to object to any Proof of Claim filed by a Class
4 unsecured creditor. The objections will be resolved by the
Parties to the dispute or by order of the Bankruptcy Court after
notice and an opportunity for a hearing on the merits. Class 4
unsecured claims will be paid pro rata from proceeds from
prosecution of the Adversary Proceeding, up to and including the
full amount of such Proofs of Claim filed with the Court and after
payment of the Allowed Secured Claims held by BMC and ODS as well
as Allowed Administrative Claims.
Litigation and any recovery from the Adversary Proceeding against
BMC will fund payment of Allowed Claims and Interests under the
Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/cob16-15232-82.pdf
About J.T.P. Corp.
J.T.P. Corp. is in the business of acquiring, improving, and
selling or "flipping" primarily residential real property in
theDenver metropolitan area. J.T.P. Corp. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
16-15232) on May 25, 2016.
JAVE CAB INC: Can Continued Using Cash Collateral Through Jan. 12
-----------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Jave Cab, Inc. to continue
using cash collateral on an interim basis through January 12, 2017,
on the condition that a new 90-day budget be filed and served
forthwith.
A further hearing on the Debtor's continued use of cash collateral
is scheduled on January 12, 2016 at 10:15 a.m.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/Kzp5cM
About Jave Cab, Inc.
Jave Cab, Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 16-11338), on April 11, 2016. The petition was signed by Amir
Sassine, president. The case is assigned to Judge Melvin S.
Hoffman. The Debtor's counsel is Joseph P. Foley, Esq. at the Law
Offices of Joseph P. Foley. At the time of filing, the Debtor
estimated assets at $0 to $50,000 and liabilities at $500,000 to $1
million.
JOSE MALDONADO MALAVE: Disclosures Hearing Rescheduled to Dec. 14
-----------------------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico rescheduled the hearing to consider the Disclosure
Statement filed by Jose G. Maldonado Malave and Zulma I. Recio
Lopez from Nov. 16, 2016 to Dec 14, 2016 at 9:00 A.M.
As previously reported by the Trouble Company Reporter, unsecured
creditors will recoup 7% under the Plan.
The Plan will be funded by and through: (a) the Debtor's cash
reserves as of the Effective Date of the Plan and (b) the future
cash flows generated by Debtors rent income, and the refinance or
sale of the commercial properties owned by the Debtors.
The Disclosure Statement is available at:
http://bankrupt.com/misc/prb15-06762-94.pdf
About Jose G. Maldonado Malave and Zulma I. Recio Lopez
Jose G. Maldonado Malave and Zulma I. Recio Lopez filed a Chapter
11 petition (Bankr. D.P.R. Case No. 15-06762), on September 1,
2015. Judge Brian K. Tester presides over the case.
K & C LV INVESTMENTS: Unsecureds To Get $13,541 Under Plan
----------------------------------------------------------
K & C LV Investments, Inc., filed with the U.S. Bankruptcy Court
for the District of Nevada a disclosure statement referring to the
Debtor's plan of reorganization.
The Debtor estimates that the Class 6 General Unsecured Claims
against the estate total approximately $1,896,992.47. General
Unsecured Class comprised of non-priority general unsecured claims
against Debtor. This class includes the unsecured portion of the
mortgage claim of Aqua Fria Insurance Service, and the fully
unsecured claims of Encore Construction Inc., Sunbelt Engineering &
Testing, and Western States Contracting. This class is impaired.
The General Unsecured Class will be paid a total of $13,541.40. At
confirmation, the Debtor will start making monthly payments of $400
to the disbursement agent. The disbursement agent will first
disburse funds for payment of administrative fees as ordered by the
Court. After payment of all administrative fees, the disbursement
agent will disburse funds to the members of the General Unsecured
Class, until at least $13,541.40 has been disbursed on a pro rata
basis to members of this class.
Any sale of the Debtor's assets or in any agreement, instrument or
other document relating thereto, on or after the Effective Date,
all property of the estate (including, without limitation, causes
of action) and any property acquired by the Debtor pursuant to the
Plan, shall vest in the Reorganized Debtor, free and clear of all
liens, claims, charges or other encumbrances. Except as may be
provided in the Plan and any sale all or a portion of the Debtor's
Assets, on and after the Effective Date, the Reorganized Debtor may
operate their businesses and may use, acquire or dispose of
property and compromise or settle any claims without supervision or
approval by the Bankruptcy Court and free of any restrictions of
the Bankruptcy Code or Bankruptcy Rules other than those
restrictions expressly imposed by the Plan and the confirmation
court order. Without limiting the foregoing, the Reorganized
Debtor will pay the charges that they incur after the Effective
Date for retained professionals' fees, disbursements, expenses or
related support services (including reasonable fees relating to the
preparation of retained professional fee applications) without
application to the Court.
The Debtors believe that they will have either (A) enough cash on
hand or (B) sufficient cash flow on the effective date of the Plan
to pay all claims and expenses that are entitled to be paid on that
date.
The Debtors' financial projections show that they will have an
aggregate surplus cash flow, after paying operating expenses and
post-confirmation taxes. The analysis indicates that there will be
sufficient cash flow to pay 400/month (or $1200 per quarter) for a
total of 20 quarters (5 years) to pay administrative claims and to
pay into the general unsecured class. The final plan payments of
these claims are expected to occur about Dec. 5, 2021.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nvb16-13605-61.pdf
As reported by the Troubled Company Reporter on Aug. 16, 2016, the
Debtor filed a Chapter 11 plan of reorganization that proposed to
set aside more than $13,000 to pay unsecured creditors.
About K & C LV Investments
K & C LV Investments, Inc., based in Las Vegas, Nevada, is a
business which owns two properties. One property is residential,
and the other is commercial. The residential investment property
is located at 2012 North 88th Drive, Phoenix, Arizona 85037. The
2012 North property is presently occupied by a tenant.
The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-13605) on June 30, 2016. The Hon. Mike K. Nakagawa presides
over the case. Seth D. Ballstaedt, Esq., at The Ballstaedt Law
Firm, as bankruptcy counsel.
In its petition, the Debtor estimated $827,210 to $2.69 million in
both assets and liabilities. The petition was signed by Wagih
Kamar, president.
K.L.M. PLUMBING: Plan Confirmation Hearing on Dec. 8
----------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, conditionally approved
K.L.M. Plumbing, Inc.'s disclosure statement and a plan of
reorganization.
An evidentiary hearing will be held on Dec. 8, 2016 at 10:30 A.M.
to consider and rule on the disclosure statement and any objections
or modifications.
Creditors and other parties in interest will their written
acceptances or rejections of the plan no later than 7 days before
the date of the confirmation hearing.
Any party desiring to object to the disclosure statement or to
confirmation will file its objection no later than 7 days before
the date of the confirmation hearing.
About K.L.M. Plumbing, Inc.
K.L.M. Plumbing, Inc. (Bankr. M.D. Fla. Case No. 16-02619) on
April
21, 2016. The case is assigned to Judge Roberta A. Colton. The
petition was signed by Kenneth Marsh, president.
The Debtor is represented by James H. Monroe, Esq., at James H.
Monroe, P.A.
The Debtor disclosed total assets of $563,384 and total debts of
$1.26 million.
KEEN EQUITIES: Greene Family To Get 6.5% Per Annum Under Plan
-------------------------------------------------------------
Keen Equities LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a fourth amended disclosure statement
accompanying an amended chapter 11 plan of reorganization dated
Nov. 3, 2016.
The Debtor continues with its efforts to redevelop approximately
860 acres of largely vacant land in Orange County, situated in
close proximity to Route 208 and Clove Road, near the Hassidic
community of Kiryas Joel. While the Project is still ongoing, the
Debtor has concluded a settlement with the Greene Family concerning
a restructuring of the existing mortgage debt encumbering the
Property.
Class 1 consists of the allowed secured claim of the Greene Family
as fixed in the amount of $7.7 million covering all principal,
accrued interest, costs and fees as of the Effective Date.
Interest on the Greene Family Allowed Claim will be accrued and
paid at the rate of 6.5% per annum beginning as of the Effective
Date.
Class 4 consists of the allowed Unsecured Claims of non-insider
creditors. There are two Class 4 creditors with claims totaling
$29,440. The Debtor will pay allowed Class 4 claims in full within
one year of the Effective Date.
The Plan will be financed through the continued and ongoing New
Value Contributions to be made by the Investors. Since the Chapter
11 filing, the Debtor's investors have contributed at least $3.2
million through 2015 to re-launch the Project and pay ongoing
post-petition debt service to the Greene Family plus real estate
taxes and insurance.
A full-text copy of the disclosure statement is available at:
http://bankrupt.com/misc/nyeb16-10005-51.pdf
About Keen Equities
Keen Equities, LLC, is a New York limited liability company
consisting of 12 members/investors. Keen Equities is the owner
of
approximately 860 acres of vacant land (the Lake Anne property)
situated close to the Hassidic community of Kiryas Joel, in
Monroe,
New York. The Lake Anne Property was purchased in 2006 with the
goal of building residential homes to meet the growing needs of
the
Kiryas Joel community (the project).
For many years, the project stalled because of resistance from the
Village of South Blooming Grove. At various times, the Debtor
pursued litigation to challenge certain local action and
ultimately
the Lake Anne Property became subject to foreclosure proceedings
by
the Greene Family.
Keen Equities, LLC, sought Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013. The petition was signed by
Y.C. Rubin, the manager.
Judge Nancy Hershey Lord presides over the case.
The Debtor disclosed total assets of $15.1 million and total
liabilities of $6.84 million.
Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's
counsel.
KEMET CORP: Files Copy of Investor Presentation with SEC
--------------------------------------------------------
Per Loof, KEMET's chief executive officer and William M. Lowe, Jr.,
executive vice president and chief financial officer, of KEMET
Corporation, provided certain investor information, including an
investor presentation commencing on Tuesday, Nov. 29, 2016, in Boca
Raton, Florida. The slide package prepared by the Company for use
in connection with this presentation is available for free at
https://is.gd/1zjxlO
About KEMET
KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors. KEMET's common stock is listed on the NYSE
under the symbol "KEM."
KEMET reported a net loss of $53.6 million on $735 million of net
sales for the fiscal year ended March 31, 2016, compared with a
net loss of $14.1 million on $823 million of net sales for the
fiscal year ended March 31, 2015.
As of June 30, 2016, Kemet had $671 million in total assets, $583
million in total liabilities and $88.4 million of stockholders'
equity.
* * *
KEMET carries a 'Caa1' corporate family rating, with stable
outlook, from Moody's and a 'B-' issuer credit rating with stable
outlook from Standard and Poor's.
KEVIN JAMES ROBERG: Ditech To Be Paid $332,034 in 30 Years at 4%
----------------------------------------------------------------
Kevin James Roberg filed with the U.S Bankruptcy Court for the
District of Arizona a first amended disclosure statement describing
his plan of reorganization, dated Nov 22, 2016.
Class 3 consists of the Allowed Secured Claim of the IRS in the
amount of $10,763, which is secured by a lien in certain of the
Debtor's unencumbered personal property. The IRS will have an
Allowed Secured Claim in the amount $10,763, payable over five
years with interest at the rate of 3%.
Class 4 consists of the Secured Claim of Ditech Financial, LLC, fka
Green Tea Servicing, LLC, which is secured by a first deed of trust
in the rental property located at 2525 North Raven, Mesa, Arizona
85207. On Nov. 10, 2015, the Court entered an Order Granting Motion
to Value Real Property and Modify Secured Claims, which controls
the treatment of the Class 4 Claim. Pursuant to the Order, the
amount of the Allowed Secured Claim of Ditech is limited to
$332,034. This amount shall be payable in equal monthly payments
over a period of 30 years with 4% interest.
The plan will be funded by the Debtor's post-petition earnings.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/azb2-15-10365-104.pdf
Kevin James Roberg filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 15-10356) on August 14, 2015, and is represented by
Pernell W. McGuire, Esq., and M. Preston Gardner, Esq., at McGuire
Gardner, in Tempe, Arizona.
KIDS ONLY II: Court Confirms Chapter 11 Plans
---------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana on
Nov. 20 confirmed the Chapter 11 plans of Kids Only II of
Lafayette, LLC, and Kids Only III of Lafayette, LLC.
Kids Only III's plan proposes to sell all assets of the company,
including its daycare in Lafayette, Louisiana.
The company wants the daycare sold for $325,000 or at least an
amount sufficient to pay the secured claims of RREF II PEBP-LA, LLC
and the Internal Revenue Service.
RREF and IRS assert a $124,285 claim and $144,063 claim,
respectively.
Under the plan, Kids Only III will pay RREF's allowed claim from
the proceeds generated from the sale of the daycare. The company
will be entitled to a 15% discount on the amount owed to RREF if
the balance is paid on or before Nov. 30.
IRS will be paid from the sale proceeds only after RREF is paid in
full.
Meanwhile, Kids Only II's plan proposes to pay RREF's allowed
secured claim from the proceeds generated from the sale of Kids
Only III's daycare, the sale of a rental house owned by Michael and
Deborah Scelfo's and withdrawals from their retirement accounts, if
necessary.
Kids Only II will be entitled to a 15% discount on the amount owed
to RREF if the balance is paid on or before Nov. 30.
IRS' allowed claim against Kids Only II will be paid in full over
60 months with 3% interest. The company will pay 60 monthly
installments of $1,156 to the agency.
RREF and IRS, together, assert $333,315 in claims against the
company.
Meanwhile, Kids Only II will pay Lafayette Parish its allowed
secured claim from funds on hand or withdrawals from the Scelfos'
retirement accounts. The creditor asserts a $14,738 secured claim
for unpaid property taxes, according to the company's latest
disclosure statement.
Copies of the Debtors' latest disclosure statements are available
for free at:
http://bankrupt.com/misc/KidsOnlyII_1DS10132016.pdf
http://bankrupt.com/misc/KidsOnlyIII_1DS10132016.pdf
Kids Only II of Lafayette, LLC, and Kids Only III of Lafayette,
LLC, provide childcare services. Kids Only II of Lafayette, LLC
(Bankr. W.D. La. Case No. 15-51354) and Kids Only III of Lafayette,
LLC (Bankr. W.D. La. Case No. 15-51355) filed separate Chapter 11
petitions on Oct. 20, 2015. Both Debtors are represented by Thomas
E. St. Germain, Esq. -- ecf@weinlaw.com -- at Weinstein Law Firm.
KINGWOOD FOOD: Dec. 7 Disclosure Statement Hearing
--------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas will convene a hearing on December 7,
2016, at 11:00 A.M. to consider approval of the disclosure
statement and chapter 11 plan of reorganization filed by Kingwood
Food Enterprises, Inc.
The last date to file and serve written objections to the
disclosure statement is fixed as Dec. 2, 2016.
The Plan provides for 1 class of secured claims; 1 class of
unsecured claims; and 1 class of equity security
holders. Unsecured creditors holding allowed claims will receive
distributions under the Plan equal to 100% of their claims.
A full-text copy of the Original Disclosure Statement is available
for free at: http://bankrupt.com/misc/txsb16-32304-32.pdf
About Kingwood Food
Kingwood Food Enterprises Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Southern District of Texas (Houston)
(Case No. 16-32304) on May 2, 2016.
The petition was signed by Sajjad Pasha, president. The case is
assigned to Judge Karen K. Brown.
The Debtor estimated both assets and liabilities in the range of
$1
million to $10 million.
KIRK'S FRAMING: Allowed to Use CAN Capital Cash on Final Basis
--------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Kirk's Framing Inc. to use CAN
Capital, Inc.'s cash collateral in the ordinary course of business
on a final basis.
CAN Capital was granted a replacement lien on future receivables
and the Debtor's projected positive cash flow.
The Troubled Company Reporter had earlier reported that pursuant to
a Business Loan Agreement, the Debtor made a cash advance of
$75,000 from CAN Capital, Inc., secured by the Debtor's future
accounts and receivables.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/NOHGCc
About Kirk's Framing Inc.
Kirk's Framing Inc. is a Florida corporation based in Orange Park,
Florida. The Debtor is in the business of design and construction
of wood framing of residential real properties in Clay, Duval, St.
Johns and Nassau counties. The Debtor's services include floor
joist, roof, steps, and zipwall installations.
Kirk's Framing Inc. filed a chapter 11 petition (Bankr. M.D. Fla.
Case No. 3:16-bk-03390-JAF) on September 6, 2016. The Petition was
signed by Patricia Kolosky, President. The case is assigned to
Judge Jerry A. Funk. The Debtor is represented by Thomas C. Adam,
Esq. at Adam Law Group, P.A. At the time of the filing, the Debtor
estimated assets and liabilities at $100,001 to $500,000.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Kirk's Framing Inc. as of
October 31, according to a court filing.
KUM GANG: TD Auto To Be Paid $560 Per Month at 2.9%
---------------------------------------------------
Kum Gang, Inc., filed with the U.S. Bankruptcy Court Eastern
District of New York a fifth amended disclosure statement with
respect to its fifth amended plan of reorganization, a full-text
copy of which is available at http://bankrupt.com/misc/nyeb
1-15-42018-150.pdf
The Plan proposes to pay the following:
* Secured Claim of TD Auto Finance LLC. TD Auto Finance LLC
holds an allowed secured claim in the principal amount of
$30,826.39, relating to the financing of a 2015 Ford Transit used
in the operation of Debtor’s business. The Debtor will continue
to make monthly payments of $559.35 on its Retail Installment
Contract entered into on February 9, 2015, calling for monthly
principal and interest payment to be made, at 2.9% interest, over
the remaining balance of the 60 month term.
* Priority Tax Claims. The NYS Department of Taxation and
Finance filed a priority claim totaling $300.00. This claim will
be paid in full within 30 days after the effective date of the
Fifth Amended Plan. The NYS Department of Labor filed a priority
claim totaling $3,096.33. This claim will be paid in full within 30
days after the effective date of the Fifth Amended Plan.
* General Unsecured Claims. The Debtor owes unsecured creditors
the sum of $3,574,497. This Class will be paid 9.09218% of their
claims, for a total of $325,000, on the Effective Date of the Fifth
Amended Plan. The Unsecured Judgment Creditors’ pro rata share of
the $325,000 will be allocated to the liquidated damages portion of
the award judgment as opposed to back pay, and based on the
operation of section 1141(d)(1)(A) of the Bankruptcy Code, the
Unsecured Judgment Creditors’ claims against the Debtor will be
discharged upon the effective date of the plan. This class is
impaired and is entitled to vote on the Debtor's Plan.
Distributions to be made pursuant to the Amended Plan will be made
available from new equity cash investment in the amount of $325,000
provided by the new equity investor in the Reorganized Debtor.
A hearing was held on Nov. 30, 2016 at 2:00 P.M., before the Hon.
Carla E. Craig, Bankruptcy Judge, to consider the approval of the
Amended Disclosure Statement, with exhibits, including the Amended
Plan of Reorganization.
Kum Gang, Inc., based in Flushing, N.Y., filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 15-42018) on April 30,
2015.
Hon. Carla E. Craig presides over the case. In its petition,
the
Debtor estimated $1 million to $10 million in both assets and
liabilities. The petition was signed by Ji Sung Yoo, president.
LSB INDUSTRIES: Amends 4.1 Million Shares Resale Prospectus
-----------------------------------------------------------
LSB Industries, Inc., filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offer and sale by LSB Funding LLC of up to 4,069,324 shares of
the Company's common stock, par value $0.10 per share, issued upon
the exercise of warrants to purchase our common stock, which
warrants were issued to the selling stockholder in connection with
a private placement completed on Dec. 4, 2015, and which were
exercised on May 19, 2016.
The Company is not selling any shares of its common stock and the
Company will not receive any proceeds from the sale of the shares
by the selling stockholder. The Company has agreed to pay certain
registration expenses, other than underwriting discounts and
commissions.
The Company's common stock is listed on the New York Stock Exchange
under the symbol "LXU." On Oct. 10, 2016, the last sale price of
the Company's common stock as reported on the NYSE was $6.85 per
share.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/SJnBwF
About LSB Industries, Inc.
LSB Industries, Inc. and its subsidiaries are involved in
manufacturing and marketing operations. The Companies are
primarily engaged in the manufacture and sale of chemical products
and the manufacture and sale of water source and geothermal heat
pumps and air handling products.
LSB reported a net loss attributable to common stockholders of
$38.03 million in 2015, net income attributable to common
stockholders of $19.33 million in 2014 and net income attributable
to common stockholders of $54.66 million in 2013.
As of Sept. 30, 2016, LSB had $1.38 billion in total assets,
$727.61 million in total liabilities and $137.98 million in
redeemable preferred stock, and $520 million in total stockholders'
equity.
* * *
As reported by the TCR on Oct. 17, 2016, S&P Global Ratings lowered
its rating on Oklahoma City-based LSB Industries Inc. to 'CCC' from
'B-'. "Despite using the climate control business sale proceeds to
repay some debt, the company's metrics have weakened due to plant
operational issues and a depressed pricing environment, which have
led to depressed EBITDA expectations," said S&P Global Ratings
credit analyst Allison Schroeder.
As reported by the TCR on Nov. 21, 2016, Moody's Investors Service
downgraded LSB Industries, Inc.'s corporate family rating (CFR) to
'Caa1' from 'B3', its probability of default rating to 'Caa1-PD'
from
'B3-PD', and the $375 million guaranteed senior secured notes to
'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's
expectations that the combined uncertainty over operational
reliability and the compressed margins, resulting from the low
nitrogen fertilizer pricing environment, could result in continued
weak financial metrics for a protracted period.
LSB INDUSTRIES: Posts Investor Presentation on Website
------------------------------------------------------
LSB Industries, Inc., posted an Investor Presentation, dated
November 2016 on the Company's Web site,
http://investors.lsbindustries.com
About LSB Industries, Inc.
LSB Industries, Inc. and its subsidiaries are involved in
manufacturing and marketing operations. The Companies are
primarily engaged in the manufacture and sale of chemical products
and the manufacture and sale of water source and geothermal heat
pumps and air handling products.
LSB reported a net loss attributable to common stockholders of
$38.03 million in 2015, net income attributable to common
stockholders of $19.33 million in 2014 and net income attributable
to common stockholders of $54.66 million in 2013.
As of Sept. 30, 2016, LSB had $1.38 billion in total assets,
$727.61 million in total liabilities and $137.98 million in
redeemable preferred stock, and $520 million in total stockholders'
equity.
* * *
As reported by the TCR on Oct. 17, 2016, S&P Global Ratings lowered
its rating on Oklahoma City-based LSB Industries Inc. to 'CCC' from
'B-'. "Despite using the climate control business sale proceeds to
repay some debt, the company's metrics have weakened due to plant
operational issues and a depressed pricing environment, which have
led to depressed EBITDA expectations," said S&P Global Ratings
credit analyst Allison Schroeder.
As reported by the TCR on Nov. 21, 2016, Moody's Investors Service
downgraded LSB Industries, Inc.'s corporate family rating (CFR) to
Caa1 from B3, its probability of default rating to Caa1-PD from
B3-PD, and the $375 million guaranteed senior secured notes to Caa1
from B3. LSB's Caa1 CFR rating reflects Moody's expectations that
the combined uncertainty over operational reliability and the
compressed margins, resulting from the low nitrogen fertilizer
pricing environment, could result in continued weak financial
metrics for a protracted period.
MAJESTIC AIR: Can Use Ansett Aircraft Cash Collateral Until Jan. 31
-------------------------------------------------------------------
Judge Geraldine Mund of the Bankruptcy Court for the Central
District of California authorized Majestic Air, Inc. to use cash
collateral through January 31, 2017.
Ansett Aircraft Spares & Services, Inc. was granted a replacement
lien on the Debtor's accounts receivable, security deposit,
inventory, and cash to the extent of any diminution in Ansett's
security interest as of the petition date. The replacement lien
will extend to the proceeds from the sale of the Lufthansa Technik
Philippines airline parts to the extent that it is later determined
that Ansett holds a lien on such parts.
Judge Mund directed the Debtor to file, by January 31, 2017, a
budget-to-actual report and accounting showing the use of cash
collateral through December, 31, 2016. Judge Mund also directed
the Debtor to file a motion for the continued use of cash
collateral, on February 21, 2017, along with a proposed budget for
the continued use of cash collateral through April 30, 2017, to be
heard on regular notice.
A hearing on the Debtor's use of cash collateral for the time
period beginning on February 1, 2017, will be held on February 21,
2017.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/lYdq6p
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 Stella A. Havkin, Esq., at Havkin & Shrago as
its legal counsel and Miles Carlsen, Esq., at Carlsen Law
Corporation as special counsel.
MAMAMANCINI'S HOLDINGS: Carl Wolf Holds 20.7% Stake as of Nov. 30
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Carl T. Wolf and Marion F. Wolf disclosed that as of
Nov. 30, 2016, they beneficially own 5,659,299 shares of common
stock, par value $0.00001 per share, of MamaMancini's Holdings,
Inc. which represents 20.77 percent of the shares outstanding. Mr.
Wolf is the chief executive officer of the Company. Ms. Wolf is
the wife of Carl T. Wolf.
On Oct. 31, 2016, Mr. Wolf received 76,844 shares of Company stock
in lieu of cash compensation for the period Aug. 1, 2016, through
Oct. 31, 2016, and 22,222 shares as dividends on Series A Preferred
Stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/7Z8Hid
About MamaMancini's Holdings, Inc.
MamaMancini's Holdings, Inc., manufactures and distributes
prepared, frozen, and refrigerated food products primarily in the
United States.
MamaMancini’s Holdings, Inc. (formerly Mascot Properties, Inc.)
was incorporated in the State of Nevada on July 22, 2009. Mascot
Properties, Inc.'s activities since its inception consisted of
trying to locate real estate properties to manage, primarily
related to student housing, and services which included general
property management, maintenance and activities coordination for
residents. Mascot did not have any significant development of such
business and did not derive any revenue. Due to the lack of
results in its attempt to implement its original business plan,
management determined it was in the best interests of the
shareholders to look for other potential business opportunities.
As of July 31, 2016, the Company had $5.53 million in total assets,
$4.96 million in total liabilities and $567,661 in total
stockholders' equity.
MamaMancini's reported a net loss of $3.51 million for the year
ended Jan. 31, 2016, compared to a net loss of $4.06 million for
the year ended Jan. 31, 2015.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Jan. 31, 2016, citing that
the Company has incurred losses for the years ended January 31,
2016 and 2015 and has a working capital deficit as of January 31,
2016. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
MAMAMANCINI'S HOLDINGS: President Reports 19.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Matthew Brown and Karen B. Wolf disclosed that as of
Nov. 30, 2016, they beneficially own 5,376,235 shares of common
stock of MamaMancini's Holdings, Inc., representing 19.73 percent
of the shares outstanding. Mr. Brown is the president of the
Company. Ms. Wolf is the wife of Matthew Brown.
On Oct. 31, 2016, Mr. Brown received 36,885 shares of Company stock
in lieu of cash compensation for the period Aug. 1, 2016, through
Oct. 31, 2016, and 2,222 shares as dividends on Series A Preferred
Stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/jW9ZKI
About MamaMancini's Holdings, Inc.
MamaMancini's Holdings, Inc., manufactures and distributes
prepared, frozen, and refrigerated food products primarily in the
United States.
MamaMancini's Holdings, Inc. (formerly Mascot Properties, Inc.) was
incorporated in the State of Nevada on July 22, 2009. Mascot
Properties, Inc.'s activities since its inception consisted of
trying to locate real estate properties to manage, primarily
related to student housing, and services which included general
property management, maintenance and activities coordination for
residents. Mascot did not have any significant development of such
business and did not derive any revenue. Due to the lack of
results in its attempt to implement its original business plan,
management determined it was in the best interests of the
shareholders to look for other potential business opportunities.
As of July 31, 2016, the Company had $5.53 million in total assets,
$4.96 million in total liabilities and $567,661 in total
stockholders' equity.
MamaMancini's reported a net loss of $3.51 million for the year
ended Jan. 31, 2016, compared to a net loss of $4.06 million for
the year ended Jan. 31, 2015.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Jan. 31, 2016, citing that
the Company has incurred losses for the years ended January 31,
2016 and 2015 and has a working capital deficit as of January 31,
2016. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
MARGUERITE BILLBROUGH: Unsecureds To Get $78,000 Over 5 Years
-------------------------------------------------------------
Marguerite R. Billbrough, P.C. filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania an amended disclosure
statement accompanying an amended plan of reorganization, dated
Nov. 15, 2016, which proposes a partial payment of unsecured claims
over a five-year period of time.
Class I, Administrative Expenses, is Unimpaired under the Plan.
Subject to the terms and conditions of existing and pending
contractual relationships with the respective Debtors, the allowed
Administrative Expenses will be paid in their ordinary course when
the contractual obligation to pay any post-petition claim comes due
from business revenues earned or payable to the Chapter 11 Estate,
to the extent funds are available, and, if not then, in cash on the
Effective Date.
Class III, Priority Unsecured Tax Claims, is Unimpaired under the
Plan. Any and all allowed priority unsecured tax claims, if any,
will be paid in full together with any accrued interest due
thereon at the appropriate government tax rate on the Plan
Effective date.
Class IV, Executory Contract Claims, is Unimpaired under the Plan.
The Debtor has various forms of executory contract claims and
leases. Each of these contracts will be assumed by the Reorganized
Debtor upon confirmation of the plan and paid in accordance with
the respective contract terms. There are no known existing
pre-petition arrearages on these claims. Claims in this class, if
any, are not impaired and no votes will be solicited from any
member of this class of creditors. This class of creditors is
deemed to have accepted the Plan.
Class VI, Allowed Unsecured Claims, is Impaired under the Plan and
will be afforded the right to vote on the Plan. The Allowed Claims
of general unsecured creditors will be paid a proportional amount
of their allowed claim on a pro-rata basis of the total amount of
each claimant's allowed claim to the total general unsecured claim
pool. The Reorganized Debtor will create a payment fund by
contributing the sum of $500 per month to the unsecured creditors
claim fund for the first 36 months of the Plan and then increase
the payments to $2,500 per month for the final 24 months of the 60
month plan creating a total projected distribution fund in the
amount of $78,000. The disbursing agent will make distributions on
a pro-rata basis to the allowed unsecured claims on a semi-annual
basis with the first distribution being made 180 days following the
Plan Effective Date, and semi-annually thereafter.
The Debtor's schedules listed creditors holding $1,836,499 in
unsecured non-priority claims. Some of these claims may have been
disputed. The Bankruptcy Claims Registry reflects
that unsecured non-priority creditors have filed claims totaling
$1,682,478. Once the Debtor is successful in removing disputed
claims from the distribution calculation it is projected the
unsecured claims pool will be in the range of $1,492,798. The
proposed $78,000 distribution should return approximately just over
0.05 of allowed claim amounts.
Primary funding for the Plan payments to creditors will be
generated through regular business revenues and a New Value
Contribution being provided by Marguerite R. Billbrough in the
amount of $25,000. This contribution will be made in exchange for
new equity interest holdings in the Reorganized Debtor. Because the
Debtor is a professional corporation, a licensed practitioner must
be a Member and only licensed practitioners may be members.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/paeb15-12338-171.pdf
Counsel for the Debtor:
Paul J. Winterhalter, Esq.
PAUL J. WINTERHALTER, P.C.
1717 Arch Street, Suite 4110
Philadelphia, PA 19103
Telephone: (215) 564-4119
E-mail: pwinterhalter@pjw-law.com
Marguerite R. Billbrough, P.C. sought Chapter 11 protection (Bankr.
E.D. Penn. Case No. Case No. 15-12338) on April 6, 2015.
MAYA RESTAURANTS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 30 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Maya Restaurants, Inc.
Maya Restaurants, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 16-23901) on October 18, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Donald R. Calaiaro, at Calaiaro Valencik.
MCK MILLENNIUM: Unsecureds to be Paid 5% in 60 Monthly Installments
-------------------------------------------------------------------
MCK Millennium Centre Retail LLC filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a disclosure statement
for its plan of reorganization, dated Nov. 4, 2016.
Class 2 - unsecured claim of Paul Tsakiris. This claim is subject
to objection. It has been made in the amount of $2,000,000.00. It
will be paid, without penalties and/or interest, at 5% of the
allowed claim, in sixty equal monthly installments commencing
within thirty days of the Effective Date.
Class 3 - all other non-insider unsecured claims. These claims
total $69,337.09. They shall be paid, without penalties and/or
interest, at 5% of the allowed claims, in sixty equal monthly
installments commencing within thirty days of the Effective Date.
Payments to all creditors shall be funded from cash on hand, any
New Value Contribution by equity holders.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb16-06369-152.pdf
About MCK Millennium
Centre
MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date. The Debtor is represented by Jonathan
D.
Golding, Esq., and Richard N. Golding, Esq., at The Golding Law
Offices, P.C. The Debtor hired Kraft Law Office as its special
real estate counsel. Lender MLMT 2005 MKB2 Millennium Centre
Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A.
Cole, Esq., at Bryan Cave LLP.
MEMORIAL PRODUCTION: Moody's Affirms Ca Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a limited default (LD)
designation to Memorial Production Partners LP's (MEMP) Probability
of Default Rating (PDR), while concurrently affirming the Ca-PD and
changing the PDR to Ca-PD/LD from Ca-PD. This action follows MEMP's
continued non-payment of interest on its 7.625% senior notes due
2021 after the 30 day grace period which began on November 1 2016.
Concurrently Moody's affirmed MEMP's Ca Corporate Family Rating
(CFR) and the C rating on senior unsecured notes. The Speculative
Grade Liquidity (SGL) Rating was affirmed at SGL-4 and the rating
outlook remains negative.
A complete list of rating actions is as follows:
Affirmations:
Issuer: Memorial Production Partners LP.
-- Probability of Default Rating, Affirmed at Ca-PD/LD (/LD
appended)
-- Corporate Family Rating, Affirmed Ca
-- Senior Unsecured Notes, Affirmed C (LGD5)
-- Speculative Grade Liquidity Rating, Affirmed at SGL-4
Outlook Actions:
-- Outlook remains negative
RATINGS RATIONALE
MEMP elected not to make the approximately $25 million interest
payment due on November 1, 2016 on its 7.625% senior notes due
2021, commencing a 30-day grace period.
On December 1, 2016 MEMP announced that it entered into a
forbearance agreement (the "Forbearance Agreement") with certain
noteholders that hold 51.7% of the Partnership's 7.625% senior
notes due 2021 (the "2021 notes") and hold 69% of the Partnership's
6.875% senior notes due 2022 (collectively, the "noteholders"),
under which the noteholders have agreed to forbear from exercising
any and all remedies available to them as a result of MEMP's
previously announced election to not make an interest payment of
approximately $25 million due on the 2021 notes. The Forbearance
Agreement extends through December 7, 2016.
Moody's considers MEMP's non-payment of interest on the unsecured
notes within the contractual grace period as a default. As noted
above, Moody's appended the Ca-PD PDR with a "/LD" designation
indicating limited default. The "/LD" designation will be removed
three business days hereafter. Although, the company entered into a
forbearance agreement with the noteholders, Moody's deems this
event an avoidance of default.
MEMP's Ca CFR reflects the company's extremely tight liquidity
situation, high likelihood of default and Moody's view on the
potential overall recovery. The senior unsecured notes rating of C
reflects Moody's view of potential recovery on the notes.
If the company files for bankruptcy protection or performs an out
of court restructuring, the PDR will be downgraded to D-PD.
A ratings upgrade is unlikely unless the debt is reduced
significantly to result in an improved capital structure with
adequate liquidity.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Memorial Production Partners LP is a publicly traded partnership
engaged in the acquisition, production and development of oil and
natural gas properties in the United States. MEMP's properties
consist of mature, legacy oil and natural gas fields. MEMP is
headquartered in Houston, Texas.
MERCHANTS BANKCARD: Can Continue Using Cash Through Dec. 16
-----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Merchants Bankcard Systems of America,
Inc. to continue using cash collateral through December 16, 2016.
A continued hearing on the Debtor's use of cash collateral is
scheduled on the same date, at 11:00 a.m.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/m6Ttbq
About Merchants Bankcard Systems of America
Merchants Bankcard Systems of America, Inc., filed a Chapter 11
petition (Bankr. D. Mass. Case No. 16-13224) on Aug. 18, 2016. The
petition was signed by Philip Chait, president. The Debtor is
represented by David B. Madoff, Esq., at Madoff & Khoury LLP. The
case is assigned to Judge Joan N. Feeney. At the time of filing,
the Debtor disclosed $2.58 million in assets and $4.20 million in
liabilities.
MID CITY TOWER: Court Holds Conference on Bid to Sell Interests
---------------------------------------------------------------
Judge Douglas D. Dodd of the United States Bankruptcy Court for the
Middle District of Louisiana held a telephone conference on
November 30, 2016, at 2:00 p.m., to discuss an order granting the
motion to sell and redeem interests in the debtor, Mid City Tower,
LLC.
The following counsels participated in the telephone conference:
Pamela G. Magee, Esq.
Attorney for Debtor
Trenton A. Grand, Esq.
Attorney for Matthew S. Thomas
Christopher M. Sylvia, Esq.
Attorney for MidSouth Bank, N.A.
Barry W. Miller, Esq.
David S. Gunn, Esq. and
Tami T. York, Esq.
Attorneys for Bobby Z. Joseph
Judge Dodd and counsel discussed the possibility of amending the
order, the status of the application to refinance the debtor's
outstanding mortgage debt, and related issues.
A full-text copy of Judge Dodd's November 30, 2016 memorandum is
available at:
http://bankrupt.com/misc/lamb16-10877-161.pdf
Debtor is represented by:
Pamela G. Magee, Esq.
11745 Bricksome Avenue, Suite 1B
Baton Rouge, LA 70816
Tel: (225)367-4662
Matthew S. Thomas is represented by:
Trenton A. Grand, Esq.
10537 Kentshire Court, Suite A
Baton Rouge, LA 70810-2853
Tel: (225)769-1414
MidSouth Bank, N.A. is represented by:
Christopher M. Sylvia, Esq.
Bobby Z. Joseph is represented by:
Barry W. Miller, Esq.
9311 Bluebonnet Blvd.
Baton Rouge, LA 70810
Tel: (225)767-1499
Email: bmiller@hellerdraper.com
-- and --
David S. Gunn, Esq.
5800 One Perkins Place Driving, Building 1
Baton Rouge, LA 70808
Tel: (225)767-1550
-- and --
Tami T. York, Esq.
5800 One Perkins Place Dr
Baton Rouge, LA 70808
Tel: (225)767-1550
About Mid City Tower
Mid City Tower, LLC, based in Baton Rouge, Louisiana, is an entity
formed in 2013 by Mathew S. Thomas with the assistance of his
family. The entity has always been operated from its business
location at 5700 Florida Boulevard, Rouge Rouge, Louisiana.
The Debtor filed a Chapter 11 petition (Bankr. M.D. La. Case No.
16-10877) on July 26, 2016. The Hon. Douglas D. Dodd presides
over the case. The petition was signed by Mr. Thomas, manager.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities.
Brandon A. Brown, Esq., and Ryan James Richmond, Esq., at Stewart
Robbins & Brown, LLC, serve as bankruptcy counsel.
MID-STATES SUPPLY: Disclosure Statement Hearing on Dec. 13
----------------------------------------------------------
Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the
Western District of Missouri conditionally approved the disclosure
statement explaining the joint plan of liquidation filed by
Mid-States Supply Company, Inc., and the Official Committee of
Unsecured Creditors.
A joint hearing on the adequacy of the Disclosure Statement and
confirmation of the Plan will commence on Dec. 13, 2016 at 3:00
P.M. prevailing Central Time, which date may be continued from time
to time by the Court without further notice other than adjournments
announced in open court.
Any objections to the adequacy of the Disclosure Statement and/or
confirmation of the Plan shall be filed by no later than Dec 8,
2016.
As reported by the Troubled Company Reporter, unsecured creditors
will receive their pro rata share of the trust assets under the
plan.
The Disclosure Statement is available
at: http://bankrupt.com/misc/mowb16-40271-560.pdf
About Mid-States Supply
Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes
as chief restructuring officer.
The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million. The Debtor has engaged Spencer Fane
LLP as counsel, Winter Harbor LLC as financial advisor, SSG
Advisors, LLC and Frontier Investment Banc Corporation as
investment bankers, Tarsus CFO Services, LLC as chief financial
officer services provider and Epiq Bankruptcy Solutions, LLC as
claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the case and is represented by Marcus A. Helt, Esq., and Michael
S. Haynes, Esq., at Gardere Wynne Sewell LLP.
MIKE AHMED: December 6 Plan Confirmation Hearing
------------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington approved the disclosure statement and
accompanying plan of reorganization filed by Mike MF Alex Ahmed and
Sarita D. Maharaj-Ahmed on Sept. 30, 2016.
The Confirmation Hearing is scheduled to be held in the U.S.
Bankruptcy Court for the Western District of Washington in the
Federal Building, 500 West 12th Street, 2nd Floor, Vancouver, WA
98660 on Dec 6, 2016 at 9:00 A.M.
Objections to confirmation of the Plan, if any, must be filed no
later than fourteen calendar days prior to the date of the
Confirmation Hearing.
As reported by The Troubled Company Reporter on Oct 13, 2016, the
plan doesn't offer any payment or recovery for general unsecured
claims. A copy of the Disclosure Statement dated Sept. 30, 2016 is
available at http://bankrupt.com/misc/wawb15-45254-60.pdf
Mike MF Alex Ahmed and Sarita D. Maharaj-Ahmed filed a Chapter 7
bankruptcy case in November 2015 to prevent foreclosure of their
assets. In March 2016, in response to objection from the U.S.
Trustee with respect to their excess income, the Debtors converted
their case to Chapter 11 (Bankr. W.D. Wash. Case No. 15-45354).
MIRAGEN THERAPEUTICS: Paul Rubin Joins as Executive Vice President
------------------------------------------------------------------
miRagen Therapeutics, Inc., announced the appointment of Paul
Rubin, M.D. to the position of executive vice president of research
and development. Dr. Rubin is a seasoned biopharmaceutical
executive with expertise across a range of drug modalities and
therapeutic areas. He has been responsible for clinical
development programs, which led to regulatory approval of several
products during his career with several pharmaceutical and
biotechnology companies.
"Paul brings an impressive breadth and depth of experience in drug
discovery and development to our team," said William S. Marshall,
Ph.D., president and chief executive officer of miRagen. "I'm
excited to welcome him to the miRagen team and look forward to
working together to advance our product candidate portfolio."
"I welcome the opportunity to contribute to the advancement of
miRagen's platform of RNA-based therapeutics," said Dr. Rubin. "I
am particularly excited to join the team presently managing
miRagen's two lead candidates, MRG-106 for the treatment of certain
cancers, and MRG-201 for the treatment of pathological fibrosis as
they continue to advance these products in clinical trials."
Prior to joining miRagen, Dr. Rubin held various roles at Xoma
Corporation from June 2011 to November 2016, most recently serving
as its chief medical officer, and senior vice president of Research
and Development. Prior to joining Xoma Corporation, Dr. Rubin was
the chief medical officer at Funxional Therapeutics Ltd. from
February 2011 to June 2011, the chief executive officer of Resolvyx
Pharmaceuticals, Inc. from 2007 to 2009 and the president and chief
executive officer of Critical Therapeutics, Inc. from 2002 to
2007.
From 1996 to 2002, Dr. Rubin held various roles with Sepracor,
Inc., where he served as senior vice president, Development, and
later as executive vice president, Research & Development. While
at Sepracor he led the development of Sepracor's internally
developed approved products including Xopenex, Lunesta, Xopenex HFA
and Brovana.
From 1993 to 1996, Paul held senior level positions at
Glaxo-Wellcome Pharmaceuticals, including vice president of
Worldwide Clinical Pharmacology and Early Clinical Development.
From 1987 to 1993, Dr. Rubin held various roles with Abbott
Laboratories, including as vice president, Immunology and
Endocrinology, where he successfully advanced zileuton, the first
5-lipoxygenase inhibitor, from discovery to approval for the
treatment of asthma.
Dr. Rubin received a B.A. from Occidental College and an M.D. from
Rush Medical College. He completed his training in internal
medicine at the University of Wisconsin.
About miRagen Therapeutics
miRagen Therapeutics, Inc., formerly known as Signal Genetics,
Inc., is a clinical-stage biopharmaceutical company focused on the
discovery and development of innovative microRNA (miRNA)-targeting
therapies in disease areas of high unmet medical need. miRagen's
lead product candidate, MRG-106, a synthetic microRNA inhibitor
(LNA antimiR) of microRNA-155, is currently being studied in a
Phase 1 clinical trial in patients suffering from cutaneous T-cell
lymphoma (CTCL) of the mycosis fungoides (MF) sub-type. miRagen is
also conducting a Phase 1 clinical trial of MRG-201, its lead
anti-fibrosis product candidate and a synthetic microRNA mimic
(promiR) to microRNA-29b, in healthy volunteers. miRagen seeks to
leverage in-house expertise in miRNA biology, oligonucleotide
chemistry, and drug development to evaluate and advance promising
technologies and high-potential product candidates for its own
pipeline and in conjunction with strategic collaborators.
The Company reported a net loss attributable to stockholders of
$11.32 million for the year ended Dec. 31, 2015, compared to a net
loss attributable to stockholders of $6.64 million for the year
ended Dec. 31, 2014.
As of Sept. 30, 2015, the Company had $7.54 million in total
assets, $2.85 million in total liabilities and $4.68 million in
total stockholders' equity.
"Due to current market conditions, the Company's current liquidity
position and its depressed stock price, the Company believes it may
be difficult to obtain additional equity or debt financing on
acceptable terms, if at all, thus raising substantial doubt about
the Company's ability to continue as a going concern," according to
the Company's quarterly report on Form 10-Q for the period ended
Sept. 30, 2016.
MISONIX INC: Nasdaq Accepts Plan to Regain Listing Compliance
-------------------------------------------------------------
Misonix, Inc., an international surgical device company that
designs, manufactures and markets innovative therapeutic ultrasonic
products for spine surgery, neurosurgery, wound debridement, skull
based surgery, laparoscopic surgery and other surgical
applications, announced that The Nasdaq Stock Market LLC ("Nasdaq")
has accepted the Company's plan to regain compliance with Nasdaq
Listing Rule 5250(c)(1) which would permit the continued listing of
Misonix common stock on the Nasdaq Global Market.
As previously disclosed, on September 15, 2016, the Company
received a deficiency letter from Nasdaq indicating that the
Company, as a result of not filing its Annual Report on Form 10-K
("10-K") on September 13, 2016, was not in compliance with Listing
Rule 5250(c)(1) of the Nasdaq Listing Rules (the "Listing Rules")
for continued listing. In addition, on November 10, 2016, the
Company received a second deficiency letter from Nasdaq indicating
that the Company, as a result of not filing its Quarterly Report on
Form 10-Q (the "10-Q") by November 9, 2016, together with its prior
and ongoing failure to timely file its 10-K, was not in compliance
with Listing Rule 5250(c)(1) for continued listing. In the
letters, Nasdaq requested that Misonix submit a plan to regain
compliance with the Listing Rules by November 14, 2016.
On November 14, 2016, Misonix submitted to Nasdaq a plan to regain
compliance with the Listing Rules. After reviewing Misonix's plan
to regain compliance, Nasdaq granted an exception to enable the
Company to regain compliance with the Listing Rules. Under the
terms of the exception, Misonix must file its 10-K and 10-Q on or
before March 13, 2017. In the event that Misonix does not satisfy
the terms set forth in the extension, Nasdaq will provide written
notification that Misonix's common stock will be delisted. At that
time, Misonix may appeal Nasdaq's determination for a panel
review.
About Misonix
Misonix, Inc. (NASDAQ: MSON) -- http://www.misonix.com/-- designs,
develops, manufactures and markets therapeutic ultrasonic medical
devices. Misonix's therapeutic ultrasonic platform is the basis
for several innovative medical technologies. Addressing a combined
market estimated to be in excess of $1.5 billion annually;
Misonix's proprietary ultrasonic medical devices are used in spine
surgery, neurosurgery, orthopedic surgery, wound debridement,
cosmetic surgery, laparoscopic surgery, and other surgical and
medical applications.
MISSION NEW ENERGY: Requests Voluntary Suspension of Securities
---------------------------------------------------------------
The securities of Mission New Energy Limited will be suspended from
quotation at the request of the Company, pending receipt of an
announcement regarding its proposed change of activities, as
disclosed in a regulatory filing with the Securities and Exchange
Commission.
The Company's securities will remain suspended until it has either
provided information regarding its proposed change of activities as
required by Annexure A of ASX Guidance Note 12, or until the
Company has complied with Chapters 1 and 2 of the Listing Rules in
accordance with Listing Rule 11.1.3.
A voluntary suspension is being requested in order to manage
Mission's continuous disclosure requirements pursuant to the
trading halt request made on November 23 in regards to the
acquisition of a new entity which is material to the group. The
acquisition will require Mission to re-comply with the Australian
Securities Exchange Chapters 1 and 2. The Company will stay in
suspension until it complies with ASX Chapter 1 and 2.
About Mission NewEnergy
Mission NewEnergy Limited is an Australia-based renewable energy
company. The Company operates a biodiesel plant in Malaysia. The
Company's segments include Biodiesel Refining and Corporate. The
Company owns an interest in a biodiesel refinery in Malaysia, which
has a nameplate capacity of approximately 250,000 tons per year.
The Company's subsidiaries include Mission Biofuels Sdn Bhd and M2
Capital Sdn Bhd.
Mission reported a net loss of A$2.33 million on A$41,960 of total
revenue for the fiscal year ended June 30, 2016, compared with net
income A$28.36 million on A$7.27 million of total revenue for the
fiscal year ended June 30, 2015.
At June 30, 2016, the Company had total assets of A$6.17 million,
total liabilities of A$1.40 million, all current, and A$4.76
million in total stockholders' equity.
BDO Audit (WA) Pty. Ltd. issued a "going concern" qualification on
the consolidated financial statements for the fiscal year ended
June 30, 2016, stating that the consolidated entity has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.
MISTER CAR WASH: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Mister Car Wash Holdings, Inc.'s
("Mister Car Wash") B2 Corporate Family Rating ("CFR") and B2-PD
Probability of Default Rating ("PDR") following the company's
announced add-on to its senior secured first lien term loan and
incremental senior unsecured notes. Moody's downgraded the
company's term loan and revolving credit facility to B1 from Ba3,
and assigned a B1 rating to the proposed $40 million delayed draw
term loan. The outlook was changed to negative.
The proposed transaction includes a $180 million add-on to Mister
Car Wash's first lien term loan and an incremental $67.5 million of
senior unsecured notes (unrated). Proceeds will be used to fund a
$213 million dividend to shareholders, repay the outstanding
balance under the company's revolving credit facility (commitment
upsized to $50 million from $45 million), and pay related fees and
expenses.
The affirmation of the CFR recognizes the company's history of
solid operating performance including a strong track record of
identifying and integrating new store acquisitions, as well as
consistent same store sales growth and improving EBITDA margins,
and reflects Moody's expectation for continued strong performance.
As a result, Moody's expects that credit metrics will migrate to a
range that is more in line with the B2 rating over the next 12-24
months and that the company will continue to generate positive free
cash flow (before acquisitions and dividends).
The negative outlook reflects the company's weak credit metrics
pro-forma for the propose transaction, with Moody's lease adjusted
leverage in the low-8 times range (after capitalizing operating
leases at over 9 times using present value estimates) and interest
coverage (EBIT/Interest Expense) in the low 1 times range. Leverage
sustained above 6.5 times or interest coverage below 1.25 times as
a result of either weaker than anticipated operating performance or
aggressive financial policies will likely result in a downgrade to
the rating.
Moody's would consider changing the outlook back to stable if
leverage were sustained at 6.5 times or below, with interest
coverage approaching the mid-1 times range. An upgrade is unlikely
at this time, but would require leverage below 5.5 times and
interest coverage above 2.0, as well as an expectation that
financial policy will support credit metrics sustained at these
levels.
The downgrade of the term loan and revolver to B1 from Ba3 reflects
the application of Moody's Loss Given Default Methodology and the
increased size of the first lien facility relative to junior claims
in the capital structure including the unsecured notes, trade
payable, and operating leases.
Moody's took the following rating actions today:
Issuer: Mister Car Wash Holdings, Inc.
-- Corporate Family Rating, Affirmed at B2
-- Probability of Default Rating, Affirmed at B2-PD
-- $50 million senior secured revolving credit facility,
Downgraded to B1(LGD3) from Ba3(LGD3)
-- $376 million senior secured first lien term loan (includes
$180 million incremental facility), Downgraded to B1(LGD3)
from Ba3(LGD3)
-- $40 million senior secured delayed draw term loan, Assigned
B1 (LGD3)
-- Outlook, Changed to Negative
RATINGS RATIONALE
Mister Car Wash's B2 CFR reflects the company's modest scale and
weak credit metrics pro-forma for the proposed transaction. The
rating also reflects aggressive financial policies that include a
growth strategy in which significant cash from operations (and
debt) is used to fund new store acquisitions, as well as the
proposed debt financed dividend. Moody's estimates pro-forma lease
adjusted leverage in the low 8-times range for the LTM period ended
September 30, 2016, after giving credit for run-rate EBITDA from
recently acquired stores, with interest coverage in the low 1-times
range. The rating is supported by the company's solid operating
performance including topline growth (from newly acquired stores
and positive same store sales growth) combined with modestly
improved EBITDA margins. Mister Car Wash benefits from its market
position, which despite its limited scope in a large and highly
fragmented market, Moody's considers to be an asset given its
strength in its chosen markets.
Mister Car Wash's liquidity profile is adequate, supported by
Moody's expectation that the company should generate positive free
cash flow (before acquisitions) over the next 12-15 months, after
accounting for modest maintenance capital expenditure requirements.
However Moody's anticipates the vast majority of cash generated
from operations will continue to be used to fund acquisitions and
growth capex, and as a result there are unlikely to be any
meaningful repayments to debt. Moody's does not expect the company
will rely on its $50 million revolver for day to day operations,
but it could be utilized to finance acquisitions. The credit
agreement is governed by a springing first lien net leverage
covenant which is tested if there is greater than 30% of revolving
commitments outstanding. "We do not expect the company will trigger
the test and anticipate sufficient cushion if it were tested."
Moody's said.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
Headquartered in Tucson, Arizona, Mister Car Wash is the largest
operator of car washes in North America, operating 193 car washes
and 34 lube locations across 20 U.S. states as of September 30,
2016. LTM revenue was around $343 million.
MIX 1 LIFE: Delays Fiscal 2016 Annual Report
--------------------------------------------
Mix 1 Life, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its annual
report on Form 10-K for the period ended Aug. 31, 2016.
"The Company could not complete the filing of its Annual Report on
Form 10-K for the year ending August 31, 2016, due to a delay in
obtaining and compiling information required to be included in the
Company's Form 10-K, which delay could not be eliminated by the
Company without unreasonable effort and expense. In accordance
with Rule 12b-25 of the Securities Exchange Act of 1934, as
amended, the Company will file its Form 10-K no later than the
fifteenth calendar day following the prescribed due date."
About Mix 1 Life
Mix 1 Life, Inc., formerly Antaga International Corp, was
incorporated under the laws of the State of Nevada, U.S. on
June 10, 2009. The Company's operations are based in Scottsdale,
Arizona.
On Aug. 27, 2013, Antaga International Corp. entered into a
Definitive Agreement with Mix1 LLC, an Arizona corporation, under
which the Company acquired 100% of certain assets owned by Mix in
exchange for 3,333,333, post reverse, newly issued shares of common
stock in the Company.
Mix 1 is an emerging beverage and nutritional supplements company
currently with a product line of natural, ready-to-drink protein
shakes. The Company's shakes offer a complete and balanced
macronutrient mix and are intended to be consumed as a post work
out, snack replacement, meal supplement or a meal replacement. Mix
1 beverages have a high protein content (on average 26 grams per
serving) and are unique due to their fruit-based flavors,
relatively low calorie count and superior taste. The Company's
shakes have a twelve month shelf life with no need for
refrigeration and are currently served in a twelve ounce PET
(polyethylene terephthalate) bottle.
As of May 31, 2016, Mix 1 Life had $20.97 million in total assets,
$8.16 million in total liabilities and $12.81 million in total
shareholders' equity.
The Company reported a net loss of $17.7 million for the year ended
Aug. 31, 2015, compared to a net loss of $1.99 million for the year
ended Aug. 31, 2014.
KWCO, PC, in Odessa, TX, the Company's independent accounting firm,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Aug. 31, 2015, citing that
the Company's operating losses since inception raise substantial
doubt about its ability to continue as a going concern.
MT. CARMEL LEASING: Seeks Court Approval for Cash Collateral Use
-----------------------------------------------------------------
The Outbound Group, Inc., also known as Outbound, and Mt. Carmel
Leasing, LLC asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to allow Outbound to use cash collateral to
pay its necessary operating expenses.
The Debtors relate that Outbound is a total distribution,
warehousing and freight forwarding business that acts as its
customer's shipping department, while Mt. Carmel Leasing owns
approximately 100 tractor-trailers which are used by Outbound in
its operations. Majority of the value of the Debtors arises from
their ongoing operations and ability to continue to provide
transportation services to customers.
The Debtors tell the Court that Outbound requires the use of cash
collateral to make such payments as are necessary for the
continuation of its business, and that Mt. Carmel does not seek the
use of cash collateral. The Debtor's proposed Budget projects that
Outbound will need to spend a total of $737,674, during the first
ninety days of this case, or through February 2017, in order to
avoid immediate and irreparable harm.
The Debtors contend that authorization of Outbound's use of cash
collateral is in the best interests of the estate and creditors, as
it will permit Outbound to continue operating, increasing the
possibility of a successful rehabilitation, and prevent the
immediate closure of the Debtor's business operations.
Outbound believes that on the Petition Date, the cash collateral,
consists of accounts receivable valued at approximately $369,056,
and available funds held in bank accounts valued at $643. Outbound
does not have any cash on hand.
The Debtors anticipate that Bibby Transportation Finance, Inc. will
assert a first priority security interest in Outbound's Cash
Collateral, in relation to a loan entered between the Debtors and
Bibby Transportation for operating capital and factoring.
Outbound proposes to grant Bibby Transportation replacement liens
in its personal property, currently owned or later acquired and the
proceeds and products thereof to the same extent that such liens
existed prior to the Petition Date. Such replacement liens will
have the same priority and validity as Bibby Transportation's
pre-petition security interests and liens, and to the extent of any
diminution in value of the pre-petition Cash Collateral.
The Debtors also anticipate that Utica Leaseco, LLC will assert
perfected liens on the Vehicles, which secures the loan entered
into between the Debtors and Utica Leaseco for the payment of
pre-existing debt obligations, which arose from the purchase of the
Vehicles.
Mt. Carmel proposes to grant Utica Leaseco with replacement liens
to the extent of any diminution in value of the Vehicles, which
will have the same priority and validity as Utica's pre-petition
security interests and liens.
The Debtors are also requesting the Court to allow them to escrow,
on a monthly basis, the total of $5,000 into the client trust
account of its proposed counsel to pay the professional fees of
legal counsel employed by the Debtors in connection with the
bankruptcy proceeding.
A full-text copy of the Debtor's Motion, dated November 29, 2016,
is available at https://is.gd/C0NYAV
About Outbound Group, Inc. and Mt. Carmel Leasing,
LLC
Outbound Group, Inc. and Mt. Carmel Leasing, LLC each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 16-55971 and 16-55973) on
November 29, 2016.
The Outbound Group, Inc.'s case is assigned to Judge Phillip J
Shefferly. Mt. Carmel Leasing, LLC's case is assigned to Judge
Thomas J. Tucker.
At the time of filing, Outbound Group estimated assets at $0 to
$50,000 and liabilities at $1 million to $10 million, while Mt.
Carmel Leasing estimated assets and liabilities at $0 to $50,000.
The petitions were signed by Harry J. Zoccoli, III, shareholder.
The Debtors are represented by Elliot G. Crowder, Esq. at Stevenson
& Bullock, P.L.C.
NAUTILUS DEVELOPMENT: Allowed to Use $55,800 Cash Until Dec. 31
---------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Nautilus Development, Inc. to
use cash collateral on a interim basis.
The Debtor was authorized to use cash, in an amount not exceeding
$55,805, until December 31, 2016 so as to meet all necessary
business expenses incurred in the ordinary course of its business
and U.S. Trustee's statutory fees. The approved Budget for
December 2016 reflects total monthly expenses of $55,064.
Dime Bank, a/k/a Dime Savings Bank claims a duly perfected
non-avoidable first position security interest in certain of the
Debtor's real properties located in Groton, North Stonington and
Preston Connecticut, including cash collateral associated with
these real properties.
RCN Capital, LLC also claims a duly perfected non-avoidable
security interest in the Debtor's property in Groton, Connecticut,
which includes cash collateral associated with the real property.
Judge Tancredi granted Dime Savings Bank and RCN Capital with
replacement liens in all after-acquired property of the Debtor from
the property, and such liens will be of equal extent and priority
to that which Dime Savings Bank and RCN Capital enjoyed with regard
to the said property at the time the Debtor filed its Chapter 11
petition.
The Debtor was directed to make adequate protection payments of
$1,500 per month to Dime Savings Bank, and $250 per month to RCN
Capital.
The Debtor was also directed provide its secured creditors a
monthly register report from all DIP account showing all
disbursements made.
A hearing on the continued use of cash collateral will be held
December 27, 2016 at 10:00 a.m.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/DLQI5s
About Nautilus Development
Nautilus Development, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Conn. Case No. 16-20056) on Jan. 15,
2016. The petition was signed by John Syragakis, president. The
case is assigned to Judge Ann M. Nevins. The Debtor is represented
by Peter L. Ressler, Esq., at Groob Ressler & Mulqueen, P.C. The
Debtor estimated assets and debts of $1 million to $10 million at
the time of the filing.
NAUTILUS FUNDING: Can Continue Using Dime Bank Cash Collateral
--------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Nautilus Funding, Inc. to use
Dime Savings Bank's cash collateral on a interim basis.
The Debtor was authorized to use cash generated from its rental
payments from its properties, in an amount not exceeding $2,395,
until December 31, 2016 so as to meet all necessary business
expenses incurred in the ordinary course of its business and U.S.
Trustee's statutory fees. The approved Budget for December 2016
reflects total monthly expenses of $2,386.
Dime Savings Bank claims a duly perfected non-avoidable security
interest in the Debtor's properties in Groton and Gales Ferry
Connecticut, which includes cash collateral associated with the
real properties.
Judge Tancredi granted Dime Savings Bank with replacement liens in
all after-acquired property of the Debtor from the property, and
such liens will be of equal extent and priority to that which Dime
Savings Bank enjoyed with regard to the said property at the time
the Debtor filed its Chapter 11 petition.
The Debtor was directed to make adequate protection payments of
$250 per month to Dime Savings Bank. The Debtor was also directed
provide its secured creditors a monthly register report from all
DIP account showing all disbursements made.
A hearing on the continued use of cash collateral will be held
December 27, 2016 at 10:00 a.m.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/yBhLSD
About Nautilus Funding
Nautilus Funding, Inc. filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 16-21285) on Aug. 7, 2016. The petition was signed by its
John G. Syragakis, principal. Judge James J. Tancredi presides
over the case. The Debtor is represented by Joseph J. D'Agostino,
Esq. at Joseph J. D'Agostino, Jr., LLC. At the time of filing, the
Debtor estimated both assets and liabilities at $100,001 to
$500,000. No trustee or examiner has been appointed in the
proceedings.
NAVIDEA BIOPHARMACEUTICALS: Inks Purchase Pact with Cardinal Health
-------------------------------------------------------------------
Navidea Biopharmaceuticals announced that it has entered into a
definitive asset purchase agreement with Cardinal Health. Pursuant
to the purchase agreement, Cardinal Health will purchase Navidea's
Lymphoseek product for lymphatic mapping, lymph node biopsy and the
diagnosis of metastatic spread to lymph nodes for the staging of
cancer in North America. Navidea will receive $80 million at
closing, plus the opportunity to earn up to $230 million of
contingent consideration based on certain milestones through 2026,
with $20.1 million of that amount guaranteed over the next 3
years.
As part of the transaction, Cardinal Health will license a portion
of the acquired intellectual property back to Navidea to allow
Navidea to develop and sell new immunodiagnostic and
immunotherapeutic products for specific purposes in North America,
and to continue to produce and sell Lymphoseek, mostly under a
different brand, outside of North America.
Michael M. Goldberg, M.D., president and chief executive officer,
Navidea Biopharmaceuticals said, "This transaction is very exciting
for Navidea and its shareholders as it will enable the company to
extinguish the CRG debt and to focus the company on several
attractive development efforts. With our proven delivery system
and broad pipeline of clinical and preclinical products addressing
very large commercial opportunities, we intend to build a
world-class and highly focused development effort. We will
leverage our team and financial resources by continuing to seek
non-dilutive grant funding and partnerships with leading academic
and commercial entities. We have successfully completed two
grant-funded clinical studies in Rheumatoid Arthritis and
Cardiovascular disease with academic collaborators and have
continued our progress with other successful preclinical studies
with candidates from our proprietary Macrophage Therapeutics
pipeline."
The proposed transaction has been approved by the Board of
Directors of each company, but remains subject to customary
conditions, including approval by Navidea's shareholders, receipt
of applicable regulatory approvals and the absence of a material
adverse effect. The transaction is expected to close in the first
quarter of 2017.
Proxy materials are being drafted and will be distributed to
shareholders as soon as Navidea receives regulatory clearance.
A full-text copy of the Asset Purchase Agreement is available for
free at https://is.gd/BYHNkq
About Navidea
Navidea Biopharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of precision
immunodiagnostic agents and immunotherapeutics. Navidea is
developing multiple precision-targeted products based on our
Manocept platform to help identify the sites and pathways of
undetected disease and enable better diagnostic accuracy, clinical
decision-making, targeted treatment and, ultimately, patient care.
Navidea reported a net loss of $27.56 million in 2015, a net loss
of $35.72 million in 2014 and a net loss of $42.69 million in
2013.
As of Sept. 30, 2016, Navidea had $11.18 million in total assets,
$74.96 million in total liabilities and a total stockholders'
deficit of $63.77 million.
NEOVASC INC: Gets Regulatory OK to Initiate TIARA II CE Mark Study
------------------------------------------------------------------
Neovasc Inc. announced it has received both regulatory and ethics
committee approval to initiate the Tiara Transcatheter Mitral Valve
Replacement Study (TIARA II) in Italy. TIARA II is a 115 patient,
non-randomized, prospective clinical study evaluating the safety
and performance of the Tiara Transcatheter Mitral Valve with the
Tiara Transapical Delivery System.
With these critical approvals now in place, it is expected that the
first Italian TIARA II clinical study site will be initiated before
year end, with first enrollment anticipated early in the new year.
Approvals in additional geographies are expected in the first
quarter of 2017.
"We have been very encouraged by the results to date with the Tiara
device," stated Alexei Marko, Neovasc CEO. "Tiara has been
successfully implanted in a wide range of patients including those
with prosthetic aortic valves in place (both tissue and mechanical
valves) and those with prior mitral valve surgical repairs,
including mitral rings. With this approval, we look forward to
beginning our CE mark study which offers a less invasive treatment
option for patients determined to be high risk for surgery,
suffering from severe MR, and to eventually have Tiara available as
a treatment option for clinical use to treat this devastating
disease."
It is expected that data from this study will be used to file for
CE Mark approval for Tiara. CE Mark is the European Union (EU)
regulatory approval to commercialize a medical device. Receiving
the CE Mark demonstrates that a product has been assessed by the EU
authorities and conforms to the European essential requirements for
safety and performance.
About Tiara
Tiara is a self-expanding mitral bioprosthesis specifically
designed to treat mitral valve regurgitation (MR) by replacing the
diseased valve. Conventional surgical treatments are only
appropriate for about half of MR patients, who number an estimated
four million in the U.S. with a similar number of patients effected
throughout Europe. Tiara is implanted in the heart using a
minimally invasive, transapical transcatheter approach and is
designed to replace the diseased native mitral valve without the
need for open-heart surgery or use of a cardiac bypass machine.
About Neovasc Inc.
Neovasc Inc. (CVE:NVC) -- http://www.neovasc.com/-- is a Canadian
specialty medical device company that develops, manufactures and
markets products for the rapidly growing cardiovascular
marketplace. Its products in development include the Tiara, for
the transcatheter treatment of mitral valve disease and the Neovasc
Reducer for the treatment of refractory angina. The Company also
sells a line of advanced biological tissue products that are used
as key components in third-party medical products including
transcatheter heart valves.
Neovasc reported a net loss of US$26.73 million for the year ended
Dec. 31, 2015, compared to a net loss of US$17.17 million for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Neovasc had US$33.83 million in total assets,
US$93.45 million in total liabilities and a total deficit of
US$59.61 million.
NEXT GROUP: Amends 2016 Third Quarter Form 10-Q
-----------------------------------------------
Next Group Holdings, Inc., filed with the Securities and Exchange
Commission an amended quarterly report for the period ended Sept.
30, 2016. The amended balance sheet showed $4.79 million in total
assets, $9.07 million in total liabilities, all current, $1.65
million in total stockholders' deficit and $2.62 million total
non-controlling interest in subsidiaries.
The original Form 10-Q showed that Next Group had $4.79 million in
total assets, $9.04 million in total liabilities, all current, a
total stockholders' deficit of $1.62 million, and $2.62 million in
total non-controlling interest in subsidiaries as of Sept. 30,
2016.
No change was made to the Company's consolidated statements of
operations for the quarter.
A full-text copy of the Form 10-Q/A is available for free at:
https://is.gd/SdFgSi
About Next Group Holdings
Next Group Holdings, Inc., formerly Pleasant Kids, Inc., through
its operating subsidiaries, is engaged in the business of using its
technology and certain licensed technology to provide mobile
banking, mobility and telecommunications solutions to underserved,
unbanked and emerging markets. Its subsidiaries are Meimoun and
Mammon, LLC (100% owned), Next Cala, Inc (94% owned). NxtGn, Inc.
(65% owned) and Next Mobile 360, Inc. (100% owned). Additionally,
Next Cala, Inc. has a 60% interest in NextGlocal, a joint venture
formed in May 2016.
Pleasant Kids reported a net loss of $1.82 million for the year
ended Sept. 30, 2015, following a net loss of $1.72 million for the
year ended Sept. 30, 2014.
Anton & Chia, LLP, in Newport Beach, California, issued "going
concern" qualification on the consolidated financial statements for
the year Sept. 30, 2015, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses from operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
NORTH BEACHES PHARMACY: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of North Beaches Pharmacy, Inc. as
of Nov. 30, according to a court docket.
North Beaches Pharmacy, Inc. filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 16-03618) on Sept. 28, 2016. The Hon.
Jerry A. Funk presides over the case. The Debtor is represented by
The Law Offices of Jason A. Burgess, LLC.
NOVATION COMPANIES: Seeks to Hire NERA as Valuation Expert
----------------------------------------------------------
Novation Companies, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire a valuation expert.
The company proposes to hire National Economic Research Associates,
Inc. to estimate the value of certain residential mortgage-backed
securities assets of the company and its affiliates.
The hourly rates charged by the firm are:
Officers $455 - $1,050
Senior Consultants $395 - $620
Consultants $345 - $550
Senior Analysts $295 - $425
Analysts $295 - $375
Associate Analysts $250 - $350
Research Associates/
Assistants $130 - $280
Faten Sabry, managing director of NERA, 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:
Faten Sabry
National Economic Research Associates, Inc.
1166 Avenue of the Americas, 29th Floor
New York, NY 10036
Phone: +1 212 345 3000 / +1 212 345 3285
Fax: +1 212 345 4650
Email: faten.sabry@nera.com
About Novation Companies
Novation Companies, Inc., and certain of its subsidiaries filed
voluntary petitions for chapter 11 business reorganization in
Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July
20, 2016. In its petition, NCI lists assets of $33 million and
liabilities of $91 million. As of the Petition Date, the Debtors
have in excess of $32 million in cash, marketable securities and
other current assets.
Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the
process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.
Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities. At the height of its business, debtor NMI
claims to have originated more than $11 billion annually in
mortgage loans. After the Debtors ceased their lending operations
and completed a sale of its servicing portfolio amidst the housing
collapse in 2007, the Company has been engaged in the business of
acquiring various businesses. The Debtors have five full time
employees and one part time employee.
The Debtors have hired the law firms of Shapiro Sher Guinot &
Sandler, P.A. and Olshan Wolosky LLP as co-counsel. Orrick,
Herrington & Sutcliffe LLP represents the Debtors as special
litigation counsel.
The cases are assigned to Judge David E. Rice.
OLIVE BRANCH: Has Until Jan. 31 to Use Norway Cash Collateral
-------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Olive Branch Real Estate
Development, LLC, to use cash collateral through Jan. 31, 2017.
Judge Harwood acknowledged that an immediate and ongoing need
exists for the Debtor to utilize cash collateral to continue the
operation of the business of the Debtor, to minimize the disruption
of the Debtor as a going concern, and to reassure the Debtor’s
creditors of the Debtor’s continued viability.
The approved Budget provided for total expenses in the amount of
$2,105 for each of the months of December 2016 and January 2017.
Norway Saving Bank is granted a security interest in all of the
Debtor's postpetition assets of the same kinds, nature and type as
the cash collateral related to 6 Gould Terrace, Plymouth, New
Hampshire, in which it held valid and enforceable, perfected
security interests prior to the Petition Date, as well as their
proceeds.
The Debtor is directed to pay Norway Saving Bank its monthly
mortgage payment of $1,187, beginning Nov. 1, 2016.
Judge Harwood held that the Replacement Lien does not include the
real estate or rental proceeds from property located at 832 Route 3
Holderness, New Hampshire. He directed the Debtor to deposit all
rents from the 832 Route 3 Holderness Property since the Petition
Date, in the debtor in possession account.
The Debtor has until Jan. 3, 2017 to file and serve a Motion for
Further Use of Cash Collateral. The deadline for the filing of
objections to the Debtor's Motion for Further Use of Cash
Collateral is set on Jan. 11, 2017.
A further hearing on the Debtor's further use of cash collateral is
scheduled on Jan. 18, 2017 at 1:30 p.m.
A full-text copy of the Order, dated Nov. 28, 2016, is available at
http://bankrupt.com/misc/OliveBranch2016_1611444bah_36.pdf
Norway Saving Bank can be reached at:
NORWAY SAVING BANK
261 Main Street
P.O. Box 347
Norway, ME 04268
About Olive Branch Real Estate Development
Olive Branch Real Estate Development, LLC, is a real estate
development company with a principal address of 832 Route 3, Unit
#1, Holderness, New Hampshire. It is owned and operated by Gerard
M. Healey. The business has been in operation since 2011.
Olive Branch Real Estate Development filed a Chapter 11 petition
(Bankr. D.N.H. Case No. 16-11444) on Oct. 13, 2016. The petition
was signed by Gerard M. Healey, managing member. The Debtor is
represented by S. William Dahar II, Esq., at Victor W. Dahar, P.A.
At the time of filing, the Debtor estimated assets at $0 to $50,000
and liabilities at $100,000 to $500,000.
OLYMPIA OFFICE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Olympia Office LLC as of Dec.
2, according to a court docket.
Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 16-74892) on October 20, 2016.
The petition was signed by Sung II Han, vice president. Judge Alan
S. Trust presides over the case.
In its petition, Olympia Office estimated $10 million to $50
million in both assets and liabilities.
Olympia Office's affiliates WA Portfolio LLC, Mariners Portfolio
LLC and Seahawk Portfolio LLC sought Chapter 11 protection (Bankr.
E.D.N.Y. Case Nos. 16-75515 to 16-75517) on November 28, 2016. The
petitions were signed by Scott G. Switzer, chief operating officer.
Judge Robert E. Grossman presides over the case of WA Portfolio.
The two other cases are assigned to Judge Trust.
At the time of the filing, the three Olympia affiliates estimated
their assets at $10 million to $50 million and debts at $50 million
to $100 million.
Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco LLP, serves
as bankruptcy counsel.
ONCOBIOLOGICS INC: Amends Bylaws to Add New Article
---------------------------------------------------
The Board of Directors of Oncobiologics, Inc., adopted an amendment
to the Company's Amended and Restated Bylaws, effective on Nov. 23,
2016, to add a new Article XIV, Section 47 to the Bylaws. The new
provision provides that, unless the Company consents in writing to
the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for (a) any
derivative action or proceeding brought on behalf of the Company,
(b) any action asserting a claim of breach of a fiduciary duty owed
by any director, officer or other employee of the Company to the
Company or the Company's stockholders, (c) any action asserting a
claim arising pursuant to any provision of the Delaware General
Corporation Law, the certificate of incorporation or the bylaws of
the Company, or (d) any action asserting a claim governed by the
internal affairs doctrine.
About Oncobiologics
Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics. The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.
As of June 30, 2016, Oncobiologics had $32.99 million in total
assets, $31.42 million in total liabilities and $1.56 million in
total stockholders' equity.
For the nine months ended June 30, 2016, Oncobiologics reported a
net loss attributable to common stockholders of $52.57 million
compared to a net loss attributable to common stockholders of
$34.72 million for the year ended June 30, 2015.
"The Company has incurred substantial losses and negative cash
flows from operations since its inception and has an accumulated
deficit of $136.8 million and $94.1 million as of June 30, 2016
and September 30, 2015, respectively. In addition, the Company has
$4.6 million and $14.2 million of indebtedness that is due on
demand, as of June 30, 2016 and September 30, 2015, respectively.
These factors raise substantial doubt about the Company's ability
to continue as a going concern," according to the Company's
quarterly report for the period ended June 30, 2016.
PACIFIC RECYCLING: Plan Confirmation Hearing Set for Jan 19
-----------------------------------------------------------
Judge Frank R. Alley III of the U.S. Bankruptcy Court for the
District of Oregon conditionally approved Pacific Recycling, Inc.'s
disclosure statement accompanying its plan of reorganization, dated
Nov. 15, 2016.
Written ballots accepting or rejecting the plan or amended plan
dated Nov. 15, 2016 must be received by the proponent of the plan
Laura Walker, whose service address is 1001 SW 5th Ave #2000,
Portland, OR 97204, no less than 7 days before the hearing date
set.
Objections to the proposed disclosure statement or plan must be in
writing and must be filed no less than 7 days before the hearing
date set.
The hearing on the disclosure statement and confirmation of the
Plan will be held on Jan. 19, 2017 at 01:30 P.M. in the U.S.
Bankruptcy Court, Courtroom #6, 405 E 8th Ave, Eugene, Oregon.
About Pacific Recycling
Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition
was signed by Rodney Schultz, the president. The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP
represents the Debtor as counsel.
The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling to serve on the official committee of unsecured
creditors. Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.
PARADIGM EVERGREEN: Hearing on Disclosures Set For Jan. 12
----------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey has scheduled for Jan. 12, 2017, at 11:00
a.m. the hearing to consider the adequacy of Paradigm Evergreen
LLC's disclosure statement referring to the Debtor's plan of
reorganization.
Written objections to the adequacy of the Disclosure Statement must
be filed no later than 14 days prior to the hearing.
About Paradigm Evergreen, LLC
Headquartered in New York, New York, Paradigm Evergreen LLC filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 16-19943) on May 23,
2016. The petition was signed by David Kushner, managing member.
The Debtor is represented by Morris S. Bauer, Esq., at Norris
McLaughlin & Marcus, P.A. The Debtor hired McElroy Deutsch
Mulvaney & Carpenter, LLP, as special counsel.
Honorable Vincent F. Papalia presides over the case.
The Debtor estimated its assets at $1 million to $10 million, and
liabilities at $500,000 to $1 million at the time of the filing.
PARK GREEN: Pasadena Property Sale Procedures Approved
------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California approved Park Green, LLC's bidding
procedures in connection with the sale of real property located at
1880 East Walnut Street, 175 North Greenwood Avenue, and 1890 East
Walnut Street Pasadena, California, to Bridge Financial Advisors
and/or its Assignee for $5,600,000, or to the highest bidder.
A hearing on the Bid Procedures was held on Nov. 15, 2016 at 11:00
a.m.
These dates and deadlines regarding competitive bidding are
established:
a. Bidding Deadline: Dec. 2, 2016 at 6:00 p.m. (PST)
b. Sale Objection Deadline: Dec. 2, 2016
c. Reply Deadline: Dec. 6, 2016
d. Sale Hearing: Dec. 13, 2016, at 11:00 a.m. (PST)
These Bidding Procedures will govern the submission, receipt and
analysis of any bids relating to the sale of the property:
a. Minimum bid: Not less than $4,700,000. The initial overbid
and any subsequent overbids will be in the amount of $25,000.
b. Written & Irrevocable: A bid will be in writing and state
that it will remain irrevocable unless and until the Debtor accepts
a higher or otherwise better bid, and until such Bidder is not
selected as the Back-Up Bidder.
c. Components: A bid will clearly state the consideration to be
paid in cash and the closing date of any sale.
d. Contingencies: A bid will not contain any financing or due
diligence contingencies.
e. Deposit: A bid must be accompanied by a deposit in an
amount of $50,000, to be submitted to the Debtor, which amount will
be deposited into the attorney-client trust account of Peña &
Soma, APC and received by such law firm on or before the Bidding
Deadline.
f. Sale "As Is": A bid must acknowledge that the sale
contemplated will be on an "as-is and where-is" basis.
g. No Contingencies: A bid will acknowledge it is not subject
to any due diligence contingencies or financing contingencies of
any kind whatsoever.
h. Demonstrated Capacity: A bid must be accompanied by
sufficient and adequate financial and other information to
demonstrate to the Debtor's that such Bidder has the presently
existing financial ability to consummate the proposed transactions
required by its bid and provide adequate assurance of future
performance of all assumed obligations, if any.
i. Identity: The APA will disclose the identity and contact
information of each person or entity that will be participating in
connection with such bid, and the complete terms of any such
participation.
j. No Fees: A bid will state that it is not subject to any
commission, break-up fee, transaction fee or any similar type of
payment from the Debtor to the Bidder.
k. Consent to Jurisdiction: A bid will specify that the Bidder
submits to the subject matter and personal jurisdiction of the
Bankruptcy Court exercising jurisdiction over the Debtor with
respect to the interpretation and enforcement of the Bidding
Procedures and any claims arising from or relating to any bid.
The sale will conducted in accordance with these Auction
Procedures:
a. The sale will be conducted in an open and fair manner as
determined by the Court.
b. Each participating Bidder will be required to confirm on the
record of the Auction that it has not engaged in any collusion with
respect to the bidding or the sale.
c. The Court, in its sole and absolute discretion, may approve
joint bidding that is openly disclosed to the Court.
d. The Auction will be governed by such other procedures as are
announced by Court.
e. Bidding will continue until such time as the highest and
best bid is determined by the Court.
At the conclusion of the Auction, the Court may designate a Back-Up
Bidder or multiple Back-Up Bidders. If the Successful Bidder does
not close the transaction for any reason, then the Back-Up Bidder's
Deposit will be non-refundable and the Debtor will close the
transaction upon the terms of such Back-Up Bidder's APA as it may
have been improved at the Auction.
The closing for the sale of the property to the Successful Bidder
or Back-Up Bidder will be no later than 120 days after entry of an
order.
About Park Green
Park Green LLC filed a chapter 11 petition (Bankr. C.D. Cal. Case
No. 15-28991) on Dec. 16, 2015. The petition was signed by Steve
C. Schultz, managing member. The Debtor is represented by Leonard
Pena, Esq., at Pena & Soma, APC. The case is assigned to Judge
Vincent P. Zurzolo. The Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million at the time of the
filing.
PASS BUSINESS: Seeks to Hire Strick Trio as Accountant
------------------------------------------------------
Pass Business Terminal, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Mississippi to hire an
accountant and bookkeeper.
The Debtor proposes to hire Strick Trio Investments, LLC to do the
day-to-day bookkeeping, collection of rent and other duties
required to run its business during the pendency of its Chapter 11
case.
The firm will be paid an hourly rate of $20 for its services.
Strick Trio is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
About Pass Business Terminal
Pass Business Terminal, LLC, filed a chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on Oct. 11, 2016. The petition was
signed by Roger L. Caplinger, owner. The Debtor is represented by
Matthew Louis Pepper, Esq., at Matthew Perry, Attorney at Law. The
Debtor estimated assets and liabilities at $500,001 to $1 million
at the time of the filing.
PAVEL SAVENOK: Sale of Skyline 65% Interest for $500K Approved
--------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois approved Pavel Savenok's sale of his
65% ownership interest in Skyline Plastering, Inc., outside of the
ordinary course of business to Peter Klyachenko for $500,000.
The Debtor is authorized to sell his interest in Skyline to Mr.
Klyachenko pursuant to the terms and conditions of the Stock
Purchase Agreement, Promissory Note and Escrow Agreement.
A copy of the executed Stock Purchase Agreement, Promissory Note
and Escrow Agreement attached to the Motion is available for free
at:
http://bankrupt.com/misc/Pavel_Savenok_182_Sales.pdf
Notice of the Motion is reduced such that notice is deemed adequate
under the circumstances.
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.
Pavel Savenok 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.
PEACH STATE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Peach State Ambulance, Inc. as
of Nov. 30, according to a court docket.
Peach State Ambulance filed a chapter 11 petition (Bankr. N.D. Ga.
Case No. 16-12121) on Oct. 24, 2016. The petition was signed by
James L. Olson, president. The Debtor is represented by G. Frank
Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A. The
Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.
PERFORMANCE SPORTS: Coliseum Has 9.5% Stake as of Nov. 29
---------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Coliseum Capital Management, LLC disclosed that as of
Nov. 29, 2016, it beneficially owns 4,310,239 common shares, no par
value, of Performance Sports Group Ltd. which represents 9.5
percent of the shares outstanding. Also included in the regulatory
filing are:
Common Shares Percentage
Beneficially of
Name Owned Shares
---- ------------- ----------
Coliseum Capital, LLC 3,342,419 7.3%
Coliseum Capital Partners, L.P. 2,636,767 5.8%
Coliseum Capital Partners II, L.P. 705,652 1.5%
Adam Gray 4,310,239 9.5%
Christopher Shackelton 4,310,239 9.5%
A full-text copy of the regulatory filing is available at:
https://is.gd/h1eZup
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world. In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.
PERIODONTAL CARE: Unsecureds to Get 10% Over 60-Month Period
------------------------------------------------------------
Periodontal Care Center, PLLC, filed with the U.S. Bankruptcy Court
for the Middle District of Tennessee, Nashville Division, a first
amended disclosure statement accompanying first amended plan of
reorganization, dated Nov. 22, 2016, a full-text copy of which is
available at http://bankrupt.com/misc/tnmb3-15-08656-52.pdf
The Plan offers all creditors an opportunity to be paid in full up
to the value of their collateral.
Class 3 consists of the Allowed Secured Claim of ARF Financial. The
Class 3 Claim will be Allowed in the amount of $11,385, less any
payments made by the Debtor's sole member pursuant to a personal
guaranty. The rate of interest paid to the Class 3 Claimant will be
5.0% per annum. Payments will begin on the first day of the month
following the Effective Date of the Plan and shall continue on the
first day of the month for 60 months. The Class 3 Claimant will
retain its lien on the Class 3 Collateral.
Class 8 consists of all Allowed General Unsecured Claims not
entitled to priority. The Class 8 Claimants will receive 10% of
their Allowed Claims, payable over 60 months. The first payment
will be due on or before the first day of the month following the
Effective Date of the Plan.
The Debtor expects to have accumulated sufficient funds to meet its
operating expenses post confirmation and make all Plan payments.
About Periodontal Care Center
Periodontal Care Center, PLLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M. D. Tenn. Case No. 15-08656) on
December 2, 2015. The petition was signed by Jean-Max
Jean-Pierre,
owner and member.
The case is assigned to Judge Charles M. Walker.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of $1 million to $10 million.
PETTY FUNERAL: Can Continue Using ReadyCap Cash Collateral
----------------------------------------------------------
Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the
Southern District of Alabama authorized Petty Funeral Homes, LLC,
to use the cash collateral of ReadyCap Lending, LLC on an interim
basis.
Judge Oldshue authorized the Debtor to use the Cash Collateral
solely for purpose of funding the ordinary and necessary costs of
operating and maintaining its business limited in kind and amount
to the line item expenses set forth in the Budget. The approved
Budget projects total monthly expenses of $72,661.
Judge Oldshue acknowledged that the Debtor does not have sufficient
unencumbered cash or other assets with which to continue to operate
its business in Chapter 11, with the objective of formulating an
effective plan of reorganization for the benefit of all its
creditors without the use of Cash Collateral. He further
acknowledged that an immediate and ongoing need exists for Debtor
to use the Cash Collateral in order to continue the operation of
its business as debtor-in-possession under Chapter 11 of the
Bankruptcy Code, to minimize the disruption of Debtor as a going
concern and to maximize the value of Debtor's estate and the value
of the pre-petition collateral.
The Debtor obtained a loan in the original principal amount of
$1,444,000 from CIT Small Business Lending Corporation. In order
to secure the Debtor's obligations, the Debtor granted CIT a first
priority security interest in, among other things, certain real
property and any and all improvements on said real property.
As further security, the Debtor granted CIT first-priority security
interest in and certain personal property of the Debtor including
without limitation, Debtor's fixtures, furniture, equipment,
inventory, accounts, and general intangibles. The Debtor also
transferred and conveyed to CIT an interest in and to all leases,
rents, profits and other income of any kind due or payable as a
result of any use, possession, or occupancy of all or a portion of
the Collateral.
Subsequently, CIT sold, transferred, assigned and conveyed all of
its interest in the Mortgage and other Loan Documents to ReadyCap
Lending.
ReadyCap Lending was granted continuing liens and security
interests under the terms and conditions of the Loan Documents and
in the Collateral, and a replacement first priority perfected
security interest in all Collateral generated after the Petition
Date. Judge Oldshue directed the Debtor to make monthly adequate
protection payments to ReadyCap Lending in the amount of $3,500.
The Debtor's authority to use cash collateral will terminate upon
the occurrence of one or more of the following events:
(a) The entry of an order converting the case to a case under
Chapter 7 of the Bankruptcy Code or appointing a Chapter 7 trustee
or examiner;
(b) The entry of an order dismissing or suspending the case;
(c) The entry of an order in the case granting ReadyCap relief
from the automatic stay to exercise its rights in the collateral
pursuant to applicable non-bankruptcy law;
(d) The entry of an order amending, supplementing, or
otherwise modifying the terms and conditions of the Seventh Interim
Order without the consent of ReadyCap;
(e) Written notice from ReadyCap of a failure by Debtor to
perform or comply with any terms or covenants under the Seventh
Interim Order;
(f) Failure by Debtor to separately account for cash
collateral;
(g) Discovery of postpetition fraudulent conduct on the part
of Debtor or the transfer of any collateral other than in the
ordinary course of business without authorization of the Court.
The final hearing on the Debtor's Motion is scheduled on January
10, 2017, at 9:30 a.m.
A full-text copy of the Eighth Interim Order, dated November 29,
2016, is available at https://is.gd/s8Ml5p
About Petty Funeral Homes, LLC
Petty Funeral Homes, LLC, filed a chapter 11 petition (Bankr. S.D.
Ala. Case No. 16-00454) on Feb. 16, 2016. The petition was signed
by Joe Max Petty, managing member. The case is assigned to Judge
Jerry Oldshue, Jr. The Debtor estimated assets of $500,000 to $1
million and debts of $1 million to $10 million. The Debtor is
represented by Irvin Grodsky, Esq.
The U.S. Bankruptcy Court for the Southern District of Alabama on
April 15, 2016, issued an order appointing three creditors of Petty
Funeral Homes, LLC to serve on the official committee of unsecured
creditors. The committee members are: (1) Gulf Coast Wilbert, (2)
Gulf Coast Signet, and (3) Joyce Petty, Representative.
PIERRE LESPINASSE: Unsecureds To Be Paid from Sale Proceeds
-----------------------------------------------------------
Pierre Lionel Lespinasse filed with the U.S. Bankruptcy Court for
the Southern District of New York a disclosure statement with
regard to his proposed amended liquidating plan of reorganization,
dated Nov. 22, 2016.
The Plan provides for Mr. Lespinasse to pay: (i) his Secured
Creditors to the extent of their security interests in his Real
Property - New York and Real Property - Antwerp, upon the sale of
that property; (ii) his general unsecured creditors on a pro rata
basis the proceeds from the sale of his Real Property after paying
his secured creditors the full amount of their Secured Claims and
preserving Mr. Lespinasse's $150,000 homestead exemption; and (iii)
Allowed Priority Tax claims in periodic payments over five years
from the Relief Date, Jan. 27, 2016.
Class 2 consists of the Secured Claim of U.S. Bank, NA, successor
trustee to Bank of American NA, successor in interest to LaSalle
Bank NA as trustee on behalf of the holders of WaMu Mortgage
Pass-Through Certificates, Series 2006-AR15, its assignees and/or
successors, by and through its servicing agent Select Portfolio
Servicing Inc. secured by the Real Estate New York. U.S. Bank filed
claim is for $830,797.
Allowed Class 2 Claims will be paid on the Effective Date of the
Plan in the order of their priority to the extent that the Sale of
the Real Estate New York's proceeds is sufficient to satisfy those
claims. To the extent a Class 2 claim is not satisfied, it will be
treated as a Class 6 General Unsecured Claim. This treatment of
Class 2 Claims is subject to the "Stipulation and Order for Plan
Treatment and Conditional Stay Relief on First Lien Secured by Real
Property at 522 E 78th Street, #3C, New York, NY" dated Nov. 22,
2016.
Class 3, Unimpaired under the Plan, consists of the Secured Claim
of Bradley Weisbrod secured by the Real Estate New York. The
Creditor filed a proof of claim for $36,100.
Class 4, Unimpaired under the Plan, consists of All other Secured
Claims secured by the Real Property New York. The United States
filed a secured claim for $49, 233.
Allowed Class 3 and 4 Claims will be paid on the Effective Date of
the Plan in the order of their priority, after Class 2 Claims are
paid in full, to the extent that the Sale of the Real Estate New
York's proceeds is sufficient to satisfy those claims. To the
extent a Class 3 or 4 claim is not satisfied, it will be treated as
a Class 6 General Unsecured Claim.
Class 5, Unimpaired under the Plan, consists of All Allowed
Priority Tax Claims. The United Stated filed a $17,847 priority tax
claim. Allowed Tax Claims will be paid in full (I) of a total
value, as of the Effective Date of the Plan, equal to the allowed
amount of such Claim; (ii) over a period ending not later than 5
years after the date of the order for relief under section 301,
302, or 303; and (iii) in a manner not less favorable than the most
favored nonpriority unsecured claim provided for by the Plan.
Class 6 consists of Allowed General Unsecured Claims. There are
$107,554 general unsecured claims filed. The holders of Allowed
General Unsecured Claims will be paid their pro rata share of the
proceeds from the sale of the Debtor's Real Property New York after
the Allowed Claims of Classes 2, 3 and 4 are paid in full, and net
of the Debtor's homestead exemption, up to the full amount of each
Allowed Unsecured Claim.
To fund the payment of Claims, the Debtor will:
(a) sell his Real Property - Antwerp and use the proceeds of the
sale to pay Allowed Class 1 Claims and Claims asserted by Creditors
in Belgium, in accordance with Belgian Law.
(b) sell his Real Property - New York. If the Debtor is able to
obtain a contract for the sale of the New York Property by Nov. 20,
2016, the Real Property New York and will be sold pursuant to 11
U.S.C. Section 363 and that contract's terms. If the Debtor is
unable to obtain a contract the sale of the New York Property by
Nov. 18, 2016, the Debtor will promptly sell that property by
auction, pursuant to 11 U.S.C. Section 363, in cooperation with the
Class 2 Secured Creditor.
(c) The Debtor will use his income toward satisfying the Class 5
Priority Tax Claims.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-10180-40.pdf
About Pierre Lionel Lespinasse
Pierre Lionel Lespinasse is an individual was engaged primarily in
the real estate industry. He resides in New York City and Antwerp,
Belgium.
On Jan. 27, 2016, Pierre Lionel Lespinasse filed his voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 16-10180).
The case was filed to address a pending foreclosure sale of the
Debtor's real property located at 52 East 78th Street, New York.
The Debtor continues to possess his properties and operate his
business as a debtor-in-possession.
No creditors' committee has been constituted in the case.
The last date for creditors to file proofs of claim in the case was
Oct. 19, 2016.
PINNACLE OPERATING: Moody's Cuts CFR on Uncertain Liquidity Status
------------------------------------------------------------------
Moody's Investors Service downgraded Pinnacle Operating
Corporation's Corporate Family Rating (CFR) to Ca from Caa1. The
downgrade reflects Pinnacle's precarious liquidity position with
minimal cash and the current revolver coming due within one year.
The action also reflects the heightened risk of a distressed
restructuring that could result in a meaningful impairment to
creditors. Moody's expects that the combined impacts from
challenging macroeconomic fundamentals and lower fertilizer pricing
will diminish earnings such that free cash flows will be negative
through 2016 and earnings could fall short of its debt service
costs. In conjunction with the downgrade of the CFR, Moody's also
downgraded the Probability of Default rating (PDR) to Ca-PD from
Caa1-PD and the ratings on the first lien term loan due 2018 to Ca
from Caa1, as well as the second lien senior secured notes due 2020
to C from Caa3. Pinnacle also has unrated debt that includes a $435
million ABL revolving credit facility due November 2017, a $50
million first lien delayed draw term loan due November 2018, and a
$25 million 1½ lien delayed draw term loan due November 2018. The
outlook is stable.
Moody's took the following actions:
Ratings downgraded:
Pinnacle Operating Corporation
-- Corporate Family Rating -- to Ca from Caa1
-- Probability of Default Rating -- to Ca-PD from Caa1-PD
-- $337 million first lien term loan B due November 15, 2018 to
Ca (LGD3) from Caa1 (LGD3)
-- $300 million 9% second lien senior secured notes due
November 15, 2020 to C (LGD5) from Caa3 (LGD5)
-- Ratings outlook - Stable
RATINGS RATIONALE
Pinnacle's CFR downgrade to Ca results from the current status of
its $435 million unrated ABL revolving credit facility and weaker
liquidity following the anticipated pay down of its $75 million in
incremental term loan debt, which was added in September 2016 to
address its liquidity needs. The rating also reflects the
heightened risk that creditors could be meaningfully impaired as
Pinnacle is likely to restructure its capital structure. The
company's elevated leverage is 12.8x as of September 30, 2016 on a
Moody's Adjusted basis. Pinnacle's leverage has increased due to
lower than expected earnings that have fallen short of the
companies pro forma numbers as a result of meaningfully reduced
fertilizer pricing that has compressed margins, as well as
continued low crop pricing and stressed farmer economics and
delayed purchasing. The downgrade also reflects Moody's
expectations that Pinnacle may not be able to fully support its
interest expense from earnings in 2016; interest coverage is
currently tight at 1.1x as of September 30, 2016 on a Moody's
Adjusted basis. Following the second quarter 2016 write-down of
about $74 million in goodwill and impairment due to the expectation
for lower future profitability in some of its previously acquired
assets, there is uncertainty regarding projected earnings from its
acquired retail assets and agricultural supply centers, which have
a limited operational track record.
Pinnacle is subject to the vagaries and seasonality of the North
American agricultural market, which concentrates sales and
profitability in the June quarter each year, as well as creates
large demands on working capital and cash flow during the year,
especially during the end of the third quarter and beginning of the
fourth quarter. The company's performance is subject to factors
beyond its control such as weather, fertilizer prices, and crop
prices, which can depress profitability for more than one season.
Because the company has some regional concentration, it has at
times experienced greater impacts from weather events, compared to
its larger and more geographically diverse competitors. Wet weather
reduced demand in 2015 and low fertilizer and crop prices in 2016
have reduced sales; lower prices are likely to continue to
negatively impact sales through 2017.
Pinnacle's rating also reflects its base of retail stores and
expanded regional footprint, which initially gained critical mass
from the acquisition of Jimmy Sanders, Inc. in 2012. The company
added another 36 acquisitions by 2015, increasing its reliance on
pro forma earnings expectations that have not been realized in the
time frame the company projected. While Pinnacle's sales have
increased from $402 million in 2009 to approximately $1.5 billion
as of LTM September 30, 2016 due to its rapid growth through both
levered acquisitions and organic expansion, the EBITDA has not kept
pace with its initial expectations. Following lower than expected
earnings results, Pinnacle has initiated cost cutting efforts and
has reduced its growth spending, but as a result of weaker market
fundamentals it will take some time for it to meaningfully improve
its profitability. Although the long-term fundamentals in the
agricultural industry are favorable, the current environment of low
fertilizer and crop prices is expected to continue to adversely
impact Pinnacle's financial performance through 2017. Historically,
the agricultural distribution model has been a relatively stable
business with positive free cash flow generation and high single
digit EBITDA margins; however, aggressive debt-financed expansions
have stressed Pinnacle as the industry downturn ensued.
Liquidity
Pinnacle's weak liquidity reflects low cash balances and reduced
availability under its ABL revolver to support working capital.
While the company generated $25 million in retained cash flow (RCF)
in the LTM ending September 30, 2016, Moody's expects that free
cash flow will be negative in 2016.
As of late September, Pinnacle has less than $80 million of
availability under its $435 million asset-based (ABL) revolver,
which matures in November 2017. Due to low fertilizer pricing and
stressed agricultural markets, Pinnacle's ABL revolver is not fully
available to meet the seasonal liquidity needs of the company's
current level of retail distributors. The company has indicated
that it would pursue an extension of the maturity of the revolver
since it has become current as of November 2016. Due to the
seasonality of business, Pinnacle has high borrowing needs in early
fall as well as working capital uses in the first half of the year;
the end of the fourth quarter is typically when ABL borrowings
decline. As a result of a decline in fertilizer pricing that has
compressed margins and lowered earnings generated from fertilizer
sales, Moody's expects free cash flow to be negative in 2016. The
ABL and term loan have provisions for accordion features, subject
to bank approval.
Capital expenditure requirements are typically under $40 million
annually. In 2016, acquisitions are not expected to be a meaningful
use of cash since the company will instead prioritize operating
efficiencies and cost reduction. However, Pinnacle has a relatively
high cost of capital that results in over $70 million of interest
expense annually. Pinnacle also has amortization payments of 1% per
annum on the first lien term loan. The first lien term loan
agreement requires that excess cash flow be used to repay the term
loan, subject to a net first lien leverage test. The company has no
maintenance covenants. All assets are encumbered by the secured
credit facilities and notes, leaving no alternative sources of
liquidity.
Pinnacle also utilizes third parties to finance trade receivables,
in support for customer credit programs, to fund its working
capital. There was $71 million outstanding under its trade
receivables financing program, which accelerates cash collections
and reduces counterparty credit exposure. Additionally, Pinnacle
participates in a third party financing agreement for customer
loans which had participations of $7.5 million as of September 30,
2016.
The stable outlook reflects Pinnacle's liquidity tightness,
earnings challenges that are likely to be protracted, and that the
preponderance of earnings are realized in the second quarter, thus
it has limited ability to meaningfully improve metrics over the
rest of the year. The outlook also assumes that the agricultural
industry will remain challenged through 2017.
Moody's would consider an upgrade to the rating if the company
improves its liquidity, leverage, and maturity position without
impairing creditors. Conversely, if the company is unable to extend
its maturity, has further deterioration in liquidity, increase in
leverage, or creditor impairment, Moody's would downgrade the
rating.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Pinnacle Operating Corporation, formed in mid-2012 by the financial
sponsor, Apollo Global Management LLC, is an agricultural input
(seed, fertilizer, and crop protection chemicals) supply and
distribution business. Pinnacle has an extensive network of over
163 retail locations and depots serving 28 states, but it is still
concentrated in the Southern United States. Revenues were $1.5
billion for the twelve months ended September 30, 2016.
PIONEER ENERGY: Joins Jefferies 2016 Energy Conference
------------------------------------------------------
From time to time, senior management of Pioneer Energy Services
meets with groups of investors and business analysts. The Company
prepared slides in connection with management's participation in
those meetings and participation in the Jefferies 2016 Energy
Conference. The slides provide an update on the Company's
operations and certain recent developments, which among others,
include the following:
Drilling
* Finalized sale of one of three SCR walking rigs previously
announced. Proceeds were used to reduce borrowings under the
revolving credit facility. Expect to finalize sale on the
remaining two rigs in early December.
* Mobilizing three additional rigs in Colombia to begin day work
in mid-December, which will result in four rigs working in
Colombia by year-end.
* Mobilizing an additional AC rig from the Bakken to West Texas
to begin work in mid-December.
The slides are available for free at https://is.gd/a21K9P
About Pioneer Energy
Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia. The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.
Pioneer Energy reported a net loss of $155 million in 2015
following a net loss of $38 million in 2014.
As of Sept. 30, 2016, Pioneer Energy had $723.0 million in total
assets, $471.7 million in total liabilities and $251.1 million in
total shareholders' equity.
* * *
As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy's Corporate Family
Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating
(PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca'
from 'B3'.
"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016. The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's Vice President. "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches."
Pioneer Energy carries a "B+" corporate credit rating from Standard
& Poor's Ratings.
PLACID OIL: Dismissal of Suit vs. C.C. Abbitt, et al., Affirmed
---------------------------------------------------------------
Judge Barbara M. G. Lynn of the United States District Court for
the Northern District of Texas, Dallas Division, affirmed the
decision of the bankruptcy court, which granted the motion to
dismiss filed by appellees C.C. Abbitt Farms, LLC and J&J
Commodities, LLC, in the case captioned Placid Oil Company,
Appellant, v. C.C. Abbitt Farms, LLC, and J&J Commodities, LLC,
Appellees, Case No. 3:16-CV-00047-M (N.D. Tex.).
On July 21, 2006, the appellees initiated a court proceeding
against Placid Oil Company in a district court in Catahoula Parish,
Louisiana. In the Catahoula case, the appellees sought damages
from Placid for environmental contamination to the surface,
subsurface soils, and groundwater, allegedly caused by improperly
plugging of wells.
On January 21, 2009, the bankruptcy court reopened Placid's Chapter
11 bankruptcy case to determine whether the Catahoula case claims
were discharged by the court's September 30, 1988 confirmation
order, and if appropriate, to enforce the discharge injunction
included in the order.
On June 19, 2015, Placid filed its First Amended Complaint against
the appellees in an adversary proceeding, arguing that any injury
asserted by the appellees in the Catahoula case related to 11 wells
that were drilled and plugged before the filing of Placid's
bankruptcy case in 1986, and the claims were thus barred by the
discharge injunction. Placid also sought sanctions against the
appellees for contempt for refusing to dismiss claims barred by the
discharge injunction.
On August 17, 2015, the appellees voluntarily dismissed, with
prejudice, their claims in the Catahoula case relating to the 11
wells. Shortly thereafter, the appellees filed in the bankruptcy
court a motion to dismiss for lack of subject matter jurisdiction
under Fed. R. Civ. Pro. 12(b)(1), alleging that the case or
controversy was rendered moot by the dismissal of the state court
claims relating to the 11 wells. On October 29, 2015, the
bankruptcy court granted the motion to dismiss.
Placid appealed, arguing that the bankruptcy court erred by
dismissing the adversary proceeding on two grounds:
(1) that in the adversary proceeding Placid sought discharge
of any pre-confirmation order claims relating to its oil
and gas activities, not just the 11 wells; and
(2) that Placid's claims against the appellees for sanctions
for contempt due to their conduct in the Catahoula case
were improperly dismissed.
Judge Lynn found that nowhere in the First Amended Complaint did
Placid identify any actions allegedly violating the discharge
injunction other than claims relating to the 11 wells. The judge
also found that neither did the record before the court indicate
that Placid had any other claims for which it sought to confirm
were discharged. Thus, Judge Lynn concluded that Placid has not
pleaded more than the mere possibility that the appellees might
assert claims subject to the discharge injunction and that
accordingly, the bankruptcy court did not err in dismissing
Placid's discharge claims as mooted by the dismissal of the claims
related to the 11 wells.
Judge Lynn also found no abuse of discretion in the bankruptcy
court's decision to abstain from the adversary proceeding because,
as the bankruptcy judge noted, proceedings have been ongoing in
state court for almost a decade. The judge held that the Louisiana
state court in the Catahoula case is better positioned to evaluate
the appropriateness and amount of sanctions relating to the
appellees' 11 wells claims, and that the state court, having
adjudicated the case for the past nine years, can best determine
whether appellees improperly delayed in filing their motion to
dismiss. Judge Lynn further held that any attorney's fees relating
to pursuit of the 11 wells claims will likely be intertwined with
fees relating to the appellees' remaining claims in the Catahoula
case regarding later allegedly improperly plugged holesz, such that
if sanctions are appropriate, the state court will be best equipped
to calculate what fees should be paid.
Lastly, Judge Lynn found that the bankruptcy court did not abuse
its discretion by dismissing the case without granting leave to
amend because Placid did not properly request leave to amend its
complaint.
A full-text copy of Judge Lynn's November 15, 2016 memorandum
opinion and order is available at https://is.gd/wgxrzV from
Leagle.com.
Placid Oil Company is represented by:
John E. Leslie, Esq.
LAW OFFICE OF JOHN E LESLIE PLLC
2340 Interstate 20 W
Arlington, TX 76017
Tel: (817)505-1291
-- and --
J. Ralph White, Esq.
Sharon L. Andrews, Esq.
WHITE, ANDREWS & SHACKELFORD, LLC
2086 Old Taylor Road, Suite 201
Oxford, MS 38655
Tel: (662)281-3940
Fax: (662)281-3986
Email: ralph@whiteandrews.com
sharon@whiteandrews.com
C C Abbitt Farms LLC and J&J Commodities LLC are represented by:
James G. Walker, Esq.
LAW OFFICE OF JAMES G WALKER
50 Bridge St. Suite 205
Manchester, NH 03101-1620
Tel: (603)634-5090
Fax: (603)644-8811
-- and --
Christopher Joseph Piasecki, Esq.
DAVIDSON MEAUX SONNIER MCELLIGOTT FONTENOT
810 South Buchanan Street
Lafayette, LA 70501
Tel: (337)237-1660
Fax: (337)237-3676
-- and --
Douglas Draper, Esq.
HELLER DRAPER PATRICK HORN & DABNEY LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Tel: (504)299-3300
Email: ddraper@hellerdraper.com
-- and --
J. Michael Veron, Esq.
VERON BICE PALERMO & WILSON
721 Kirby Street
Lake Charles, LA 70602
Tel: (337)310-1600
Fax: (337)310-1601
-- and --
V. Russell Purvis, Esq.
SMITH TALIAFERRO & PURVIS
407 Mound Street
Catahoula Parish
Jonesville, LA 71343
Tel: (318)339-8526
About Placid Oil
Placid Oil Company sought chapter 11 protection (Bankr. N.D. Tex.
Case No. 86-33419) on Aug. 29, 1986, owing secured creditors more
than $770 million, unsecured creditors more than $50 million, and
taxing authorities more than $543 million. The Honorable Harold
C. Abramson confirmed Placid's plan of reorganization on Sept. 30,
1988, and Placid emerged from bankruptcy in mid-1988.
PRATT WELL: Reh Buying Pratt Property for $120K
-----------------------------------------------
Pratt Well Service, Inc., filed a notice with the U.S. Bankruptcy
Court for the District of Kansas disclosing that on Jan. 12, 2017
at 10:30 a.m. (CST) in the office of the Debtor's counsel, Klenda
Austerman, LLC, 301 North Main, Suite 1600, Wichita, Kansas, it
will sell a tract of land situated in the Southwest Quarter of
Section 26, Township 27 South, Range 13 West of the 6th P.M., Pratt
County, Kansas, to Doug Reh for $120,000, subject to overbid.
The objection deadline is Dec. 15, 2016.
The sale will be by private treaty. Closing will be as soon
thereafter as mutually agreed.
The property was not claimed as exempt by the Debtor. It will be
sold in its present condition with no express or implied
warranties, and the purchaser is to accept such property in its
present condition. The sale will be free and clear of liens, but
subject to easements and similar encumbrances of record. If the
motion is granted, the sale will be free and clear of all liens and
similar encumbrances. Any liens or similar encumbrances will
attach to the proceeds.
The property is subject to these liens, mortgages and/or similar
encumbrances:
a. A mortgage in favor of First National Bank in Pratt to secure
an original indebtedness of $198,750 and any other amounts or
obligations secured thereby, recorded 1-5-2016 as Book 447, Page
381 of Official Records. Notwithstanding, the secured indebtedness
is actually of three separate notes
totaling $1,546,582.
b. Notice of Quarterly Lien filed by Kansas Department of
Revenue against Pratt Well Service, Inc. in the amount of $8,114,
plus any additional interest or penalties, filed 4-29-2016 in Pratt
County Register of Deeds as UCC #2016-53.
c. Notice of Quarterly Lien filed by Kansas Department of
Revenue against Pratt Well Service, Inc. in the amount of $18,259,
plus any additional interest or penalties, filed 4-29-2016 in Pratt
County Register of Deeds as UCC #2016-54.
d. Notice of Quarterly Lien filed by Kansas Department of
Revenue against Pratt Well Service, Inc. in the amount of $1,6645,
plus any additional interest or penalties, filed 4-29-2016 in Pratt
County Register of Deeds as UCC #2016-55.
From the proceeds, the Debtor intends to pay in the following
order: (i) the costs of the sale, (ii) real estate taxes for prior
years and pro-rata 2016 or 2017 to date of closing; and (c) the
mortgage of First National Bank in Pratt as set. The balance of
the proceeds, if any, will be held by the Debtor pending further
order of the court.
Costs of the sale will include:
a. J. Michael Morris, Attorney Fees: $750
b. Klenda Austerman, LLC (expenses): $0
c. Court Motion fee: $176
d. John Hamm of Hamm Auction & Realty, LLC (Auctioneer's
commission 5%): $6,000 (based on the $120,000 sale price)
e. John Hamm: (Auctioneer's expenses): $0
f. Title Work: $338
g. 0.5 Title Insurance $0
h. Closing fee: $0
Parties in interest may bid more in increments of $1,000 on or
before 4:00 p.m. on
Dec. 15, 2106.
About Pratt Well Service LLC
Pratt Well Service, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Kan. Case No. 16-11224) on June 30, 2016. The Hon.
Robert E. Nugent presides over the case. Klenda Austerman, LLC
represents the Debtor as counsel.
In its petition, the Debtor estimated $7.47 million in assets and
$4.94 million in liabilities. The petition was signed by Kenneth
C. Gates, president.
PRECISION OPTICS: Obtains $800,000 From Sale of Units
-----------------------------------------------------
Precision Optics Corporation, Inc., entered into securities
purchase agreements with accredited investors for the sale and
purchase of 1,333,334 units with each unit consisting of one share
of our common stock, $0.01 par value and one warrant to purchase
one-half of one share of the Company's common stock, at a purchase
price of $0.60 per unit. The Company received $800,000 in gross
proceeds from the offering. The Company intends to use the net
proceeds from this placement for general working capital purposes.
The warrants issued in this offering will vest on Oct. 2, 2017, and
expire on Oct. 16, 2017. The warrant exercise price is variable
and depends on the Company's achievement of certain performance
criteria. The warrant exercise price will be $0.40 per share if
the Company achieves both of the revenue and income performance
criteria, the exercise price will be $0.20 per share if the Company
achieves one of the performance criteria, and the exercise price
will be $0.01 if the Company does not achieve either of the
performance criteria.
Pursuant to the revenue criterion, the Company must achieve at
least $1.85 million of revenue in any one quarter during the fiscal
year ending June 30, 2017. Pursuant to the income criterion, the
Company must achieve positive net income in any two quarters,
during the fiscal year ending June 30, 2017. Both criteria will be
determined under U.S. Generally Accepted Accounting Principles and
by the Company's audited consolidated annual financial statements
and its quarterly financial statements. Both criteria will not
include revenue from extraordinary non-recurring events such as
proceeds from strategic agreements that are not tied directly to
the delivery of goods and services.
In conjunction with the offering, the Company also entered into a
registration rights agreement with the investors, whereby the
Company is obligated to file a registration statement with the
Securities Exchange Commission on or before 90 calendar days after
Nov. 22, 2016, to register the resale by the investors of the
1,333,334 shares and warrant shares purchased in the offering.
In conjunction with the offering, certain anti-dilution provisions
of the warrants issued in conjunction with the Company's June 25,
2008, and Sept. 28, 2012, financing transactions were triggered.
For purposes of this calculation, the Company assumed that all
warrants issued in this offering were exercised at an exercise
price of $0.40. As a result, the number of existing June 25, 2008,
warrants increased from 517,222 to 568,776 and the related exercise
price of the warrants decreased from $0.98 to $0.89 per share.
Also, as a result of the offering, the number of existing Sept. 28,
2012, warrants increased from 2,293,013 to 2,503,237 and 222,559 to
240,144, respectively, and the related exercise price decreased
from $1.06 to $0.97 and from $0.83 to $0.77, respectively.
About Precision Optics
Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982. The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems. The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.
Precision Optics reported a net loss of $1.03 million on $3.91
million of revenues for the year ended June 30, 2016, compared to a
net loss of $1.17 million on $3.91 million of revenues for the year
ended June 30, 2015.
As of Sept. 30, 2016, Precision Optics had $1.94 million in total
assets, $1.58 million in total liabilities and $354,665 in total
stockholders' equity.
Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has suffered
recurring net losses and negative cash flows from operations, which
raises substantial doubt about its ability to continue as a going
concern.
PRECISION WELDING: Seeks Continued Cash Use Until Feb. 20
---------------------------------------------------------
Precision Welding, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to use cash
collateral.
The Debtor submitted a 16-week Budget, which covers the period from
August 15, 2016 through February 20, 2017, and projects total
operating expenses of $364,155.
The Debtor contends that it requires the use of cash collateral in
order to operate its business, to pay employees, to pay rent and
utilities and pay other operating expenses. The Debtor further
contends that without the use of cash collateral, it will be unable
to remain in business, and its reputation in the industry will be
severely harmed.
The Debtor tells the Court that it operates a steel fabrication and
erection company in Lancaster, California, employs some 15
employees and generates gross revenues in the $1 million to $2
million range annually. The Debtor further tells the Court that if
it cannot use its cash collateral, the Debtor would need to cease
its business operation and let its employees go.
The Debtor contends that there are three creditors asserting
interests in its monies and receivables:
(a) Bank of America, which asserts that it is owed $56,799 and
$39,607.
(b) On Deck Capital, which the Debtor believes is owed
$165,120.
(c) Kabbage, Inc, which the Debtor believes is owed
approximately $42,016.
The Debtor asserts that the Secured Creditors' interests in the
Debtor's monies are adequately protected by a 20% equity cushion.
The Debtor further asserts that the value of its monies,
receivables and work in progress is $382,090 excluding machinery
and equipment, which exceeds the amount of the Secured Creditors'
claims totaling $303,541.
The Debtor contends that the Secured Creditors are afforded
adequate protection of their claims if the Debtor continues to
operate its business as it will create additional revenues. In
addition, the Debtor contends that all of its assets are adequately
insured.
The Debtor proposes to provide the Secured Creditors with
replacement liens to the extent of their prepetition liens attached
to the property of the Debtor prepetition and with the same
validity, priority, and description of collateral. The Debtor also
proposes to continue making interest-only payments on the two loans
to Bank of America.
A hearing on the Debtor's use of cash collateral is scheduled on
December 22, 2016 at 8:30 a.m.
A full-text copy of the Debtor's Motion, dated December 1, 2016, is
available at https://is.gd/rZBhLA
About Precision Welding
Precision Welding, Inc., filed a chapter 11 petition (Bankr. C.D.
Cal. Case No. 16-20823) on Aug. 15, 2016. The petition was signed
by David Jones, president and CEO. The case is assigned to Judge
Sandra R. Klein. The Debtor disclosed total assets of $1.07
million and total liabilities of $909,260.
The Debtor is represented by Steven R. Fox, Esq., at the Law
Offices of Steven R. Fox. The Debtor hired Lucove, Say & Co. as
its accountant.
PREMIER WELLNESS: Wants to Continue Using Cash Collateral
---------------------------------------------------------
Premier Wellness Centers LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for authorization to continue using
cash collateral.
JPMorgan Chase Bank has a valid, properly perfected, first priority
lien on all of the Debtor's personal property, securing aggregate
indebtedness of at approximately $308,232. JPMorgan Chase's
security interest covers all of the Debtor's rights, title and
interest in the Debtor's cash and accounts.
Fundation Group LLC has a valid, properly perfected,
second-priority blanket lien on all of the Debtor's personal
property, including but not limited to inventory, equipment,
machinery, accounts and accounts receivable.
The Debtor was previously authorized by the Court to use cash
collateral through Nov. 29, 2016. The Debtor relates that a Plan
of Reorganization was filed on Nov. 1, 2016 and that the
confirmation hearing is set for Jan. 10, 2017.
The Debtor contends that the use of and access to the cash
collateral is essential to its on-going business operations.
The Debtor's proposed Budget provides for total expenses in the
amount of $69,645 for December 2016, $68,585 for January 2017, and
$67,173 for each of the months from February 2017 through June
2017.
The Debtor proposes to grant both JPMorgan Chase and Fundation
Group with adequate protection, in exchange for the use of cash
collateral.
A full-text copy of the Debtor's Motion, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/PremierWellness2016_1610191pgh_139.pdf
A full-text copy of the Debtor's proposed Budget, dated Nov. 28,
2016, is available at
http://bankrupt.com/misc/PremierWellness2016_1610191pgh_139_1.pdf
JPMorgan Chase Bank is represented by:
Dennis LeVine, Esq.
KELLY KRONENBERG ATTORNEYS AT LAW
1511 N. Westshore Blvd., Suite 400
Tampa, FL 33607-4596
E-mail: tbyington@kelleykronenberg.com
Fundation Group, LLC can be reached at:
FUNDATION GROUP, LLC
Attn: Sam Hu, Head of Compliance
11501 Sunset Hills Road, Suite 250
Reston, VA 20190
About Premier Wellness Centers LLC
Headquartered in Port Saint Lucie, Florida, Premier Wellness
Centers LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-10191) on Jan. 6, 2016, listing $384,433 in total
assets and $2.56 million in total liabilities. The petition was
signed by William Jensen, managing member. Judge Paul G. Hyman,
Jr., presides over the case. Malinda L. Hayes, Esq., at Markarian
Frank White-Boyd & Hayes, serves as the Debtor's bankruptcy
counsel.
PROGRESSIVE CROP: Seeks to Hire Edwin Breyfogle as Legal Counsel
----------------------------------------------------------------
Progressive Crop Service, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire legal
counsel.
The Debtor proposes to hire Edwin Breyfogle, Esq., to give legal
advice regarding its duties under the Bankruptcy Code, prosecute
actions to protect its interest, and provide other legal services
related to its Chapter 11 case.
Mr. Breyfogle will be paid an hourly rate of $225.
In a court filing, Mr. Breyfogle disclosed that he does not
represent any interest adverse to the Debtor's bankruptcy estate.
Mr. Breyfogle maintains an office at:
Edwin H. Breyfogle, Esq.
108 Third St NE
Massillon, OH 44646
Tel: (330)837-9735
Fax: (330)837-8922
Email: edwinbreyfogle@sssnet.com
About Progressive Crop Service
Progressive Crop Service, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N. D. Ohio Case No. 16-62431) on
November 28, 2016. The case is assigned to Judge Russ Kendig.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
PT USA LP: Wants March 30 Plan Filing Period Extension
------------------------------------------------------
PT USA LP asks the U.S. Bankruptcy Court for the Southern District
of Texas to extend its exclusive period to file a chapter 11 plan
and solicit votes on the approval of the plan, to March 30, 2017.
The Debtor tells the Court that it seeks the extension to avoid the
necessity of having to file a chapter 11 plan prematurely and to
ensure that the plan, when filed, will be in the best interests of
the Debtor and its creditors.
The Debtor relates that the claim of one creditor, Suncoast
Post-Tension, Ltd., constituted the overwhelming percentage of all
financial claims asserted against the Debtor. The Debtor further
relates that any successful plan of reorganization requires a
resolution of Suncoast's claim.
The Debtor contends that it reached a conditional settlement with
Suncoast regarding its claim. The Debtor further contends that the
Court granted the Debtor's motion for leave to file an adversary
action against several entities who owe the Debtor hundreds of
thousands of dollars for goods and services. The Debtor adds that
the resolution of these unpaid sums is a predicate for the Debtor
to file a final plan of reorganization.
About PT USA LP
PT USA LP filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
16-31795), on April 5, 2016. The case is assigned to Hon. Marvin
Isgur. The petition was signed by Sandeep Patel, manager for
general partner. The Debtor's counsel is Kevin M Madden, Esq., at
Kane Russell Coleman & Logan PC, in Houston, Texas.
At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $10 million to $50 million in estimated
liabilities. The Debtor did not include a list of its largest
unsecured creditors when it filed the petition.
PURADYN FILTER: Continues to Make Inroads in Oil and Gas Industry
-----------------------------------------------------------------
Puradyn Filter Technologies Incorporated announced continued
expansion of its customer base through the efforts of
DistributionNOW (DNOW), a leading distributor for Puradyn bypass
oil filtration products in the oil and gas, downstream and
industrial, and manufacturing services industries.
Kevin G. Kroger, president and chief operating officer, stated,
"The commitment within DNOW shown to Puradyn in the first nine
months since the initial announcement of our distribution agreement
has exceeded our expectations. DNOW's outstanding reputation in
these industries has helped us make positive inroads by obtaining
audiences with customers with which, in the past, we had never been
able to gain access. Many have either begun evaluations of our
products or have concluded evaluations and begun purchasing our
products. Any success we've seen this year has been in spite of
historic weak rig counts and relatively static commodity prices."
Following are examples of how DNOW's network is broadening
Puradyn's presence in the global marketplace:
* To date, they have initiated 83 new introductions, and
growing.
* DNOW's reach continues to help the Company expand its global
presence as demonstrated in a shipment of its systems to a
large oil company in Argentina.
* DNOW's Middle-East Division received a large shipment of
Puradyn replacement filters in June to support the large
generator sets operating drilling equipment equipped with the
Company's largest model, the MTS-240.
* Again, through DNOW's support network, a significant repeat
order was received through DNOW from a global oil & gas
contractor in Saudi Arabia which has reported safely extending
oil changes from 500 to 2,000+ hours using the puraDYN
System. Over half of the order is for the Company's dual-unit
systems able to handle a higher oil sump capacity.
Kroger continued, "Our reach is constantly expanding as DNOW
continues to ship the puraDYN System to more companies throughout
the world. We are more confident that there is a demand for
Puradyn's technologies globally that provide end-users lucrative
savings, extend the life of high-value engine assets, and reduce
oil consumption and handling of used oil, a definite benefit to the
environment."
Kroger concluded, "With the price of oil now moving back toward
$50/barrel and U.S. rig count up by over 37% from late April to
mid-November, certain companies are hiring again and putting rigs
back into service. If the price continues to stabilize, even with
a slight increase, we believe the industry will continue to move
steadily to reinstate existing rigs and eventually see new "built
for purpose" rigs, providing potential, additional opportunities
for installation of the puraDYN System. In addition, we have yet
to really penetrate the pressure pumping, midstream, and offshore
markets where we believe our value proposition is every bit as
compelling as it has been to the land-based drilling market."
About Puradyn Filter
Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.
Puradyn reported a net loss of $1.44 million on $1.97 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $1.15 million on $3.11 million of net sales for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Puradyn Filter had $1.57 million in total
assets, $15.10 million in total liabilities and a total
stockholders' deficit of $13.52 million.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has
experienced net losses since inception and negative cash flows from
operations and has relied on loans from related parties to fund its
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
QUAIL RIDGE REALTY: Court Allows Cash Collateral Use on Final Basis
-------------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Quail Ridge Realty Associates,
LP and Greenville Realty Associates to use cash collateral of Wells
Fargo Bank N.A. on a final basis.
The approved budget provides for total operating expenses of
$43,773 for Crossroads and $44,970 for Quail Ridge.
Wells Fargo was granted replacement liens in the same types and
items of the Debtors' property, and any and all products and
proceeds thereof, acquired or arising post-petition in which Wells
Fargo held an interest pre-petition.
The Debtors were directed to:
(a) maintain insurance coverage on its collateral and
replacement collateral as required under the Debtors' pre-petition
agreements with Wells Fargo;
(b) remit all payroll taxes the Debtors are obligated to pay
by the required deadlines; and
(c) allow Wells Fargo's representatives to periodically
inspect its books and records, as well as Well Fargo's collateral.
Judge Rhoades directed the Debtors to make monthly adequate
protection payments of $20,000 to Wells Fargo.
A full-text copy of the Final Order, dated December 1, 2016, is
available at https://is.gd/Xa5MlB
About Quail Ridge Realty Associates
Quail Ridge Realty Associates, LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41992) on
October 31, 2016. The petition was signed by Andrew Perkal,
president of general partner. The Debtor is represented by Eric
Liepins, Esq. at Eric A. Liepins, P.C.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
QUINTESS LLC: Mitchell Energy Steps Down From Creditors' Committee
------------------------------------------------------------------
U.S. Trustee Patrick S. Layng on Dec. 1, 2016, has amended the
appointment of the Official Unsecured Creditors' Committee in the
Chapter 11 case of Quintess, LLC, to include these creditors:
(1) Luciano Tauro
(2) John L. Stanfill III
(3) Mary Ann Remick
(4) Jason D. Greenman
(5) John (Jack) Daggitt
(6) James W. Packer
As reported by the Troubled Company Reporter on Oct. 24, 2016, the
U.S. Trustee on Oct. 20 appointed seven creditors to serve on the
Committee, which initially included Mitchell Energy Partners, c/o
Michael W. Mitchell.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Quintess LLC
Quintess, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 16-19955) on Oct. 7, 2016. The petition was signed by Pete
Estler, CEO. The Debtor is represented by Duncan E. Barber, Esq.,
at Shapiro Bieging Barber Otteson LLP and Ron Bender, Esq., at
Levene, Neale, Bender, Yoo & Brill LLP. The case is assigned to
Judge Joseph G. Rosania, Jr. The Debtor estimated assets at $0 to
$50,000 and liabilities at $1 million to $10 million at the time of
the filing.
QVL PHARMACY: Disclosures OK'd; Plan Hearing on Jan. 11
-------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts has approved QVL Pharmacy Holdings,
Inc.'s third amended Chapter 11 plan of reorganization dated Nov.
7, 2016.
A hearing to consider the confirmation of the Plan will be held on
Jan. 11, 2017, at 11:00 a.m.
Objections to the confirmation of the Plan must be filed by Dec.
27, 2016, at 4:30 p.m.
Written acceptances or rejections of the Plan must be filed by Dec.
27, 2016.
As reported by the Troubled Company Reporter on Nov. 21, 2016, the
Debtor filed with the Court a third amended disclosure statement
dated Nov. 7, 2016, for the Debtor's third amended Chapter 11 plan
of reorganization dated Nov. 7, 2016. Class 1B Allowed Secured
Claims - White Winston, as Agent for QVL Pharmacy Subsidiaries
Funding Group, LLC, is impaired by the Plan. A holder of an
Allowed Class 1B Secured Claim will receive its pro rata share of a
$6 million note secured by a lien on all of the Reorganized
Debtor's property to be issued by the Debtor on the Confirmation
Date under the Credit Facility. Allowed Class 1B Secured Claims
will be paid no cash, so the estimated distribution is a 30% senior
(1st position) participatory interest in the $6 million note under
the Credit Facility.
About QVL Pharmacy
QVL Pharmacy Holdings, Inc., based in Boston, Massachusetts, filed
a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14983) on Dec.
29, 2015. Prior to the Petition Date, the Debtor operated a chain
of retail pharmacies in Texas and Louisiana specializing in
hard-to-find medications (including controlled medications) and
dispensing written prescriptions. By Dec. 31, 2014, the Debtor had
closed or sold all of its operating pharmacies and now has a plan
to develop its intellectual property and knowhow into a software
product for sale or license to retail pharmacies.
In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Chad
Collins, director.
The Hon. Frank J. Bailey presides over the case.
The Debtor is represented by Stephen F. Gordon, Esq., Todd B.
Gordon, Esq., and Katherine P. Lubitz, Esq., at The Gordon Law Firm
LLP. The Debtor has tapped Robert P. Mahoney at Hillcrest Capital
as Chief Restructuring Officer.
No Official Committee of Unsecured Creditors was appointed in this
case.
RECYCLING GROUP: Can Use Sutton Bank Cash Through Jan. 11
---------------------------------------------------------
Judge Beth A. Buchanan of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized Recycling Group, Ltd. to use
Sutton Bank's cash collateral on an interim basis until January 11,
2017.
The Debtor was authorized to use cash collateral to make payments
for ordinary and necessary operating expenses and other
administrative expenses in accordance with the Interim Budget,
which reflects total operating expenses of approximately $74,600.
Sutton Bank was granted the following adequate protection for the
Debtor's use of cash collateral:
(a) Reaffirmation by the Debtor of Sutton Bank's pre-petition
liens;
(b) Replacement security interests in and liens upon all
collateral to the same extent and priority existing at the date of
the bankruptcy;
(c) Monthly payments of $5,630 interest only due on or before
the 15th of the following month; and
(d) The Debtor will also continue to provide Sutton Bank with
any and all financial reporting as required by the existing loan
documentation.
The Debtor was directed to file a proposed final order for the use
of cash collateral, on or before December 21, 2016.
A final hearing on the Debtor's use of cash collateral will be held
on January 11, 2017 at 10:30 a.m. The deadline for the filing of
objections to the Debtor's use of cash collateral is set on January
4, 2017.
A full-text copy of the Interim Order, dated December 1, 2016, is
available at https://is.gd/jomh39
About Recycling Group
Recycling Group, Ltd., filed a chapter 11 petition (Bankr. S.D.
Ohio Case No. 16-14347) on Nov. 21, 2016. The petition was signed
by Michael A. Story, managing member. The case is assigned to
Judge Jeffrey P. Hopkins.
Recycling Group is a company located in Cincinnati, Ohio, that
employs up to eight individuals in its recycling business. Michael
A. Story is the managing member of Recycling Group and is the
majority owner. Mr. Story is also the managing member and majority
owner of MHM Holdings, LLC.
MHM Holdings, a debtor in Case No. 16-14345, owns the real estate
at which the Debtor operates.
Recycling Group estimated assets and liabilities at $1 million to
$10 million at the time of the filing.
Recycling Group is represented by William B. Fecher, Esq. and Alan
J. Statman, Esq., at Statman, Harris & Eyrich, LLC.
RESPONSE BIOMEDICAL: Completes Going Private Transaction
--------------------------------------------------------
Response Biomedical Corp. announced that the acquisition of all the
issued and outstanding common shares of the Company by 1077801 B.C.
Ltd., a company beneficially owned by OrbiMed Asia Partners, L.P.,
OrbiMed Private Investments III, LP, OrbiMed Associates III, LP,
OrbiMed Advisors LLC, OrbiMed Advisors Limited, Samuel D. Isaly,
and Shanghai Runda Medical Technology Co., Ltd. by way of a plan of
arrangement has been completed.
Pursuant to the Arrangement, Response shareholders will receive,
subject to the terms and conditions of the Arrangement, $1.12 per
Response Share (except in the case of certain shareholders who have
agreed to roll over their Response Shares and will instead receive
shares of 1077801 B.C. Ltd.) and Response will become
a wholly-owned subsidiary of 1077801 B.C. Ltd.
The Arrangement was approved by the Supreme Court of British
Columbia in its final order dated Sept. 19, 2016. The Arrangement
remains subject to final approval by the Toronto Stock Exchange.
The delisting of the Response Shares from the TSX is expected to
occur at the close of business on or about Dec. 2, 2016.
On Sept. 16, 2016, at a special meeting of the Company's
shareholders, the Company's shareholders voted to approve a
proposal to approve the Arrangement Agreement, dated as of
June 15, 2016, by and among the Company and the Purchaser and the
consummation of the statutory plan of arrangement under the
Business Corporations Act (British Columbia) pursuant to which the
Purchaser would acquire all of the issued and outstanding common
stock of the Company.
On Sept. 19, 2016, the Supreme Court of British Columbia approved
the Arrangement.
About Response Biomedical
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform. The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample. Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information. Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.
Response Biomedical reported a net loss of C$150,000 on C$15.4
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of C$2.09 million on C$11.01 million of total revenue
for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Response Biomedical had C$10.35 million in
total assets, C$12.51 million in total liabilities and a total
shareholders' deficit of C$2.16 million.
PricewaterhouseCoopers LLP, in Vancouver, Canada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the company has incurred
recurring losses from operations and has an accumulated deficit at
Dec. 31, 2015, that raises substantial doubt about its ability to
continue as a going concern.
REVOLVE SOLAR: Loan from Cornelius Moore Approved on Final Basis
----------------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized Revolve Solar (CA) Inc. to obtain
postpetition financing from Cornelius Frederick Moore, the
father-in-law of the Debtor's President, on a final basis.
Judge Davis acknowledged that a need exists for the Debtor to
borrow funds from Mr. Moore in order to continue to operate its
business. The Debtor claimed it has no other source to borrow
funds other than Mr. Moore.
The Debtor was authorized to borrow up to $105,000 from Mr. Moore
on an emergency basis. Judge Davis held that the amounts advanced
will be unsecured, but will enjoy payment priority over any and all
administrative expenses, except for allowed and approved fees of
professionals in the case and fees owed to the Office of the United
States Trustee.
Judge Davis ordered that the Debtor will not make any payments on
the loan until after confirmation of a Plan by the Debtor in the
case.
A full-text copy of the Final Order, dated Nov. 29, 2016, is
available at
http://bankrupt.com/misc/RevolveSolar2016_1610899tmd_102.pdf
About Revolve Solar (CA) Inc.
Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc.,
and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr.
W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31,
2016. The petitions were signed by Tim Padden, president. The
Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B.
Mott. The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.
RITA RESTAURANT: Authorized to Use Cash on Interim Basis
--------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Rita Restaurant Corp. and its
affiliated Debtors to use cash collateral on an interim basis.
The approved Budget forecasts total disbursements in the amount of
$3,163,725 for the period covering the week ending November 23,
2016 through week ending December 28, 2016.
The Debtors' Prepetition Lender was granted replacement liens on
all of the Debtors' assets that constituted collateral of the
Prepetition Lender as of the Petition Date.
An additional interim hearing on this matter will be conducted on
December 12, 2016 at 2:30 p.m.
The final hearing on the Debtors' use cash collateral will be
conducted on January 4, 2017 at 2:00 p.m. The deadline for the
filing of objections to the Debtors' use of cash collateral is set
on January 2, 2016.
A full-text copy of the Fifth Interim Order, dated December 1,
2016, is available at https://is.gd/b1p7UH
About Rita Restaurant Corp.
Rita Restaurant Corp. and its affiliates operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery
restaurant, located in 10 states in the United States.
Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985. The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties. At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.
Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.
Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC, sought Chapter 11 protection (Bankr. W.D. Tex. Case
Nos. 16-52272, 16-52274, and 16-52275, respectively) on Oct. 4,
2016. The petitions were signed by Peter Donbavand, vice
president. The cases are assigned to Judge Ronald B. King.
The Debtors are represented by John E. Mitchell, Esq. and David W.
Parham, Esq.
At the time of the filing, Rita Restaurant and Don Pablo's
estimated assets and liabilities in the range of $1 million to $10
million, while Hops Operating estimated assets at $500,000 to $1
million and liabilities at $1 million to $10 million.
ROCKFORD INSURANCE: Seeks to Hire J.J. Fagan as Broker
------------------------------------------------------
Rockford Insurance Agency LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Michigan to hire a
broker.
The company proposes to hire J.J. Fagan & Co., LLC to assist in the
sale of assets of the company and its affiliate New York Private
Insurance Agency, LLC.
J.J. Fagan will be paid $210 per hour for a maximum of 50 hours.
The firm will also receive a fee of 3.5% of the sales price.
Jay Fagan, member of J.J. Fagan, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.
The Debtors are represented by:
Perry G. Pastula, Esq.
Dunn, Schouten & Snoap, P.C.
2745 DeHoop Avenue SW
Wyoming, MI 49509
Tel: (616) 538-6380
Email: ppastula@dunnsslaw.com
About Rockford Insurance Agency
Rockford Insurance Agency LLC and New York Private Insurance
Agency, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mich. Lead Case No. 16-01034) on March 1, 2016.
The petitions were signed by Guy L. Hiestand III, member.
The cases are assigned to Judge Scott W. Dales.
At the time of the filing, Rockford estimated assets and
liabilities of less than $1 million. NYPI estimated assets of less
than $500,000 and liabilities of $1 million to $10 million.
ROJO ONE: Taps Thomas Hospitality to Valuate Business
-----------------------------------------------------
Rojo One, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Michigan to hire Thomas Hospitality Group.
The firm will conduct a valuation of the businesses owned by the
company and its affiliates in Novi, Rochester, Sterling Heights and
Birmingham, Michigan.
Michael Scheid, lead consultant and owner of the firm, disclosed in
a court filing that he is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
Thomas Hospitality can be reached through:
Michael Scheid
Thomas Hospitality Group
2581 Mcclintock Road
Bloomfield Hills, MI 48302
Phone: (248) 866-4855
Email: Michael@ThomasHospitalityGroup.com
About Rojo One LLC
Rojo One, LLC and its four affiliates filed Chapter 11 petitions
(Bankr. E.D. Mich. Lead Case No. 16-54348) on October 20, 2016.
The petitions were signed by Daniel R. Linnen, sole member. The
Debtors are represented by Aaron J. Scheinfield, Esq., at Goldstein
Bershad & Fried PC.
Rojo One and Rojo Six's cases are assigned to Judge Maria L.
Oxholm. Rojo Two's case is assigned to Judge Thomas J. Tucker.
Rojo Four's case is assigned to Judge Marci B. McIvor, and Rojo
Five's case is assigned to Judge Mark A. Randon.
The Debtors each estimated assets at $0 to $50,000. All the
Debtors, except for Rojo Five, estimated liabilities at $500,000 to
$1 million. Rojo Five estimated its liabilities at $1 million to
$10 million.
ROOT9B TECHNOLOGIES: Names William Hoke Chief Financial Officer
---------------------------------------------------------------
root9B Technologies announced that William L. Hoke, CPA, has been
appointed chief financial officer, effective Nov. 22, 2016.
Mr. Hoke, 55, brings more than 30 years of private and public
company finance, operations, and management experience to his new
role. For the last 8 years, he served as chief financial officer
of Road Machinery, Inc., a Phoenix-based, multi-state heavy
equipment dealer. Prior to this, he served as vice president,
finance and interim chief financial officer for Mesa Air Group, a
$1.3 billion regional airline which was a Nasdaq-listed company at
the time; North American Vice President at Insight Enterprises
(Nasdaq: NSIT), a $3.5 billion global IT products and services
provider; and vice president, finance and interim CFO at
Telespectrum Worldwide, a $300+ million provider of CRM solutions
to Fortune 1000 companies in the U.S. and Canada.
Mr. Hoke began his career at Deloitte & Touche. He holds a
bachelor's degree in Accounting from The University of Northern
Iowa and is a Certified Public Accountant.
"We are extremely pleased to welcome Bill to the root9B
Technologies executive team," said Dan Wachtler, president & chief
operating officer. "Bill's financial experience helping to lead
Nasdaq-listed companies is exactly what our company needs as we
evolve to a pure-play cybersecurity company. This is an exciting
stage in our company's growth and Bill's strong track record with
acquisitions and integration, plus his experience in IT and SEC
financial reporting makes him ideal for our organization."
"I am very excited to join root9B Technologies at this important
time," said Mr. Hoke. "Global spending on cybersecurity products
and services is expected to exceed $1 trillion over the next five
years. I believe this company is perfectly positioned to help
companies and government entities protect themselves against this
growing problem."
On Nov. 22, 2016, the Company and Mr. Hoke entered into an
employment agreement. Mr. Hoke will serve as the Company's chief
financial officer for a term of two years, which term may be
extended under mutually agreed upon terms and conditions. Mr. Hoke
will be paid an annual base salary of $225,000 and will be eligible
to participate in the Company's discretionary bonus program.
Subject to approval of the Board or the Compensation Committee of
the Board, Mr. Hoke is expected to receive options to purchase up
to 300,000 shares of the Company's common stock under the
Company’s 2008 Stock Incentive Plan, with one-third vesting on
the date of the grant, one-third vesting on Nov. 22, 2017, and
one-third vesting on Nov. 22, 2018. The options will have an
exercise price per share equal to the closing price per share of
the Company’s common stock on the date of the grant. Mr. Hoke
will also be eligible to participate in the Company's standardized
benefits programs, including participation in all employee benefit
plans, health, vacation and sick leave.
About Root9B
Root9B Technologies, Inc., is a provider of cyber-security,
business advisory services principally in regulatory risk
mitigation, and energy and controls solutions.
Root9B reported a net loss of $8.33 million in 2015 following a net
loss of $24.43 million in 2014.
As of Sept. 30, 2016, Root9B had $31.05 million in total assets,
$13.82 million in total liabilities, and $17.22 million in total
stockholders' equity.
"The Company will need to raise additional funds in order to fund
operations. Financing transactions, may include the issuance of
equity or debt securities, and obtaining credit facilities, or
other financing mechanisms. However, if the trading price of our
common stock declines, or if the Company continues to incur losses,
this could make it more difficult to obtain financing through the
issuance of equity or debt securities. Furthermore, if we issue
additional equity or debt securities, stockholders will likely
experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing
holders of our common stock. The inability to obtain additional
financing may restrict our ability to grow and may affect
operations of the Company, its ability to retain and hire critical
staff and revenue producing sub-contractors, and will raise
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2016.
RXI PHARMACEUTICALS: Amends Prospectus of 1.4 Million CL-A Units
----------------------------------------------------------------
RXi Pharmaceuticals Corporation filed with the Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the offering 1,420,100 Class A Units, with each Class A
Unit consisting of one share of common stock, par value $0.0001 per
share, and a warrant to purchase half of one share of the Company's
common stock (based on an assumed offering price per common share
of $1.69, which was the last reported sale price of its common
stock on Nov. 28, 2016, which assumption is used throughout this
preliminary prospectus) at a public offering price of $ ____ per
Class A Unit. Each warrant included in the Class A Units entitles
its holder to purchase half of one share of common stock at an
exercise price per share of $_____.
The Company is also offering to those purchasers, whose purchase of
Class A Units in this offering would result in the purchaser,
together with its affiliates and certain related parties,
beneficially owning more than 4.99% of the Company's outstanding
common stock following the consummation of this offering, the
opportunity to purchase, in lieu of the number of Class A Units
that would result in ownership in excess of 4.99%, 9,600 Class B
Units. Each Class B Unit will consist of warrants to purchase
295.5 shares of the Company's common stock and one share of Series
B Convertible Preferred Stock, par value $0.0001 per share,
convertible into 591 shares of common stock (based on an assumed
offering price per common share of $1.69, which was the last
reported sale price of the Company's common stock on Nov. 28, 2016,
which assumption is used throughout this preliminary prospectus) at
a public offering price of $1,000 per Class B Unit. Each Class B
Unit includes warrants entitling its holder to purchase a number of
shares of common stock equal to 50% of the number of shares of
common stock issuable upon conversion of the Series B Convertible
Preferred Stock included in such units at an exercise price per
share of $_____.
The Class A Units and Class B Units will not be certificated and
the shares of common stock, Series B Convertible Preferred Stock
and warrants comprising those units are immediately separable and
will be issued separately in this offering. The underwriters have
the option to purchase additional shares of common stock, and/or
warrants to purchase shares of common stock solely to cover
over-allotments, if any, at the price to the public less the
underwriting discounts and commissions. The over-allotment option
may be used to purchase shares of common stock, or warrants, or any
combination thereof, as determined by the underwriters, but such
purchases cannot exceed an aggregate of 15% of the number of shares
of common stock (including the number of shares of common stock
issuable upon conversion of shares of Series B Convertible
Preferred Stock) and warrants sold in the primary offering. The
over-allotment option is exercisable for 45 days from the date of
this prospectus.
The Company's common stock is listed on The NASDAQ Capital Market
under the symbol "RXII". The closing price of the Company's common
stock on Nov. 28, 2016, as reported by NASDAQ, was $1.69 per share.
The Company does not intend to apply for listing of the shares of
Series B Convertible Preferred Stock or the warrants on any
securities exchange or other trading system.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/aaSvQR
About RXi
RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology. The company develops therapies
based on siRNA technology and immunotherapy agents. Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma. The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring. Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma. The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.
RXi reported a net loss of $10.22 million in 2015 following a net
loss of $8.80 million in 2014.
"If we are unable to achieve or sustain profitability or to secure
additional financing, we may not be able to meet our obligations as
they come due, raising substantial doubts as to our ability to
continue as a going concern. Any such inability to continue as a
going concern may result in our common stockholders losing their
entire investment. There is no guarantee that we will become
profitable or secure additional financing. Our financial
statements contemplate that we will continue as a going concern and
do not contain any adjustments that might result if we were unable
to continue as a going concern. Changes in our operating plans,
our existing and anticipated working capital needs, the
acceleration or modification of our expansion plans, increased
expenses, potential acquisitions or other events will all affect
our ability to continue as a going concern," the Company stated in
its annual report for the year ended Dec. 31, 2015.
RXI PHARMACEUTICALS: Files Copy of Updated Presentation with SEC
----------------------------------------------------------------
On Nov. 29, 2016, RXi Pharmaceuticals Corporation made available an
updated corporate presentation, a copy of which is available for
free at https://is.gd/BjlPT9
About RXi
RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology. The company develops therapies
based on siRNA technology and immunotherapy agents. Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma. The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring. Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma. The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.
RXi reported a net loss of $10.22 million in 2015 following a net
loss of $8.80 million in 2014.
"If we are unable to achieve or sustain profitability or to secure
additional financing, we may not be able to meet our obligations as
they come due, raising substantial doubts as to our ability to
continue as a going concern. Any such inability to continue as a
going concern may result in our common stockholders losing their
entire investment. There is no guarantee that we will become
profitable or secure additional financing. Our financial
statements contemplate that we will continue as a going concern and
do not contain any adjustments that might result if we were unable
to continue as a going concern. Changes in our operating plans,
our existing and anticipated working capital needs, the
acceleration or modification of our expansion plans, increased
expenses, potential acquisitions or other events will all affect
our ability to continue as a going concern," the Company stated in
its annual report for the year ended Dec. 31, 2015.
S & J CD: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The Office of the U.S. Trustee on Dec. 1, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of S & J CD Duplication,
Inc.
S & J CD Duplication, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 16-03687) on Oct. 1, 2016, and is represented by
Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler.
S&R PISHVA: Janis Wants Court to Prohibit Cash Collateral Use
-------------------------------------------------------------
Melvin M. and Mona Janis, also known as Janis, ask the U.S.
Bankruptcy Court for the District of Maryland to prohibit S&R
Pishva Investments, LLC, from using cash collateral.
Janis relates that prior to the Petition Date, Janis extended a
commercial loan to the Debtor in the principal amount of $450,000.
The indebtedness was secured by a Deed of Trust, encumbering real
property owned by the Debtor, commonly known as 12830 New Hampshire
Avenue, Siver Spring (a/k/a Colesville), Maryland. Janis contends
that the Deed of Trust granted Janis a perfected, first-priority
security interest in all rents, revenues, income and profits
derived from the Commercial Property.
Janis contends that the Debtor is collecting rental income, as well
as deriving income and profits, from the Commercial Property.
Janis is concerned that the Debtor is using such cash collateral
without the consent of Janis or the Court's authorization, in
violation of 11 U.S.C. Section 363(c)(2). Janis has not consented
to the Debtor's use of cash collateral from the Commercial
Property, and the Court has not authorized its use.
A full-text copy of Melvin M. and Mona Janis' Motion, dated Nov.
28, 2016, is available at
http://bankrupt.com/misc/S&RPishva2016_1625126_11.pdf
Melvin A. and Mona Janis are represented by:
Craig B. Leavers, Esq.
HOFMEISTER, BREZA & LEAVERS
11350 McCormick Road
Executive Plaza III, Suite 1300
Hunt Valley, MD 21031
Telephone: (410) 828-4442
About S&R Pishva Investments, LLC
S&R Pishva Investments LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 16-25126) on Nov. 15, 2016. The petition
was signed by Mohammad Reza Pishva Lakani, managing member. The
Debtor is represented by Timothy J. Sessing, Esq., at Adams Morris
& Sessing. The Debtor estimated assets at $500,001 to $1 million
and liabilities at $100,001 to $500,000 at the time of the filing.
SABBATICAL INC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Sabbatical, Inc., as of Dec. 2,
according to a court docket.
Sabbatical, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30247) on May 18, 2016. The petition was
signed by Dennis Johnson, president. The case is assigned to Judge
Frank W. Volk. The Debtor estimated both assets and liabilities in
the range of $1 million to $10 million.
SAEXPLORATION HOLDINGS: May Issue Add'l 397,038 Shares Under Plan
-----------------------------------------------------------------
SaExploration Holdings, Inc., filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
397,038 additional shares of its common stock, par value $0.0001
per share, for issuance under the SAExploration Holdings, Inc. 2013
Non-Employee Director Share Incentive Plan, as amended effective
Nov. 3, 2016. Under the Plan, as amended, 400,000 shares of the
Company's common stock have been reserved for issuance to its
non-employee directors in accordance with the terms of the Plan.
Prior to its amendment, 2,962 shares of the Company's common stock
(after taking into account its 135-for-1 reverse stock split
effected July 27, 2016) were reserved for issuance under the Plan,
of which 2,266 shares previously were registered on the Company's
Registration Statement on Form S-8, Registration No. 333-195365,
that the Company filed with the Securities and Exchange Commission
on April 17, 2014. Of the shares registered pursuant to the
Initial Registration Statement, 1,765 shares remain available for
issuance.
A full-text copy of the Form S-8 prospectus is available at:
https://is.gd/MPNcTc
About SAExploration Holdings, Inc.
SAExploration Holdings, Inc. (NASDAQ: SAEX) and its subsidiaries
are
internationally-focused oilfield services company offering a full
range of vertically-integrated seismic data acquisition and
logistical support services in Alaska, Canada, South America, and
Southeast Asia to its customers in the oil and natural gas
industry. In addition to the acquisition of 2D, 3D, time-lapse 4D
and multi-component seismic data on land, in transition zones
between land and water, and offshore in depths reaching 3,000
meters, the Company offers a full-suite of logistical support and
in-field data processing services. The Company operates crews
around the world that are supported by over 29,500 owned land and
marine channels of seismic data acquisition equipment and other
leased equipment as needed to complete particular projects.
SAExploration reported a net loss attributable to the Corporation
of $9.87 million in 2015 following a net loss attributable to the
Corporation of $41.8 million in 2014.
As of Sept. 30, 2016, SAExploration had $214.41 million in total
assets, $153.51 million in total liabilities and $60.90 million in
total stockholders' equity.
* * *
In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'. The outlook
remains negative. The downgrade follows SAExploration's
announcement that it plans to launch an exchange offer to existing
holders of its 10% senior secured notes for shares of common equity
and a new issue of second-lien notes.
In September 2016, Moody's Investors Service withdrew
SAExploration's 'Caa2' Corporate Family Rating and other ratings.
SAEXPLORATION HOLDINGS: Releases Copy of Presentation Materials
---------------------------------------------------------------
SAExploration Holdings, Inc., filed with the Securities and
Exchange Commission a copy of its presentation dated November 2016.
The presentation may be used by the Company as public relations
material as well as for meetings with its stockholders and other
interested persons, a copy of which is available for free at
https://is.gd/Eg1zl7
About SAExploration Holdings
SAExploration Holdings, Inc. (NASDAQ:SAEX) and its subsidiaries
are
internationally-focused oilfield services company offering a full
range of vertically-integrated seismic data acquisition and
logistical support services in Alaska, Canada, South America, and
Southeast Asia to its customers in the oil and natural gas
industry. In addition to the acquisition of 2D, 3D, time-lapse 4D
and multi-component seismic data on land, in transition zones
between land and water, and offshore in depths reaching 3,000
meters, the Company offers a full-suite of logistical support and
in-field data processing services. The Company operates crews
around the world that are supported by over 29,500 owned land and
marine channels of seismic data acquisition equipment and other
leased equipment as needed to complete particular projects.
SAExploration reported a net loss attributable to the Corporation
of $9.87 million in 2015 following a net loss attributable to the
Corporation of $41.8 million in 2014.
As of Sept. 30, 2016, SAExploration had $214.41 million in total
assets, $153.51 million in total liabilities and $60.90 million in
total stockholders' equity.
* * *
In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'. The outlook
remains negative. The downgrade follows SAExploration's
announcement that it plans to launch an exchange offer to existing
holders of its 10% senior secured notes for shares of common equity
and a new issue of second-lien notes.
In September 2016, Moody's Investors Service withdrew
SAExploration's 'Caa2' Corporate Family Rating and other ratings.
SANTA ROSA ANIMAL: Use of Bank of America Cash on Interim Basis OK
------------------------------------------------------------------
Judge Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for the
Northern District of Florida authorized Santa Rosa Animal Hospital,
P.A. to use Bank of America's cash collateral on an interim basis.
The Debtor is authorized to use its gross receipts and funds in the
Debtor's DIP account for payment of the Debtor's reasonable and
necessary operating expenses.
The Debtor is directed to make adequate protection payments to Bank
of America in the amount of $70 per month.
Judge Oldshue authorized the Debtor to pay the U.S. Trustee Fees
from the DIP account from funds derived from its gross proceeds.
He held that any valid prepetition lien on the Debtor's property
will remain in effect in the same priority position held
prepetition.
The final hearing on the Debtor's motion is scheduled on Jan. 6,
2016 at 9:30 a.m. for non-evidentiary telephonic hearing, and on
Jan. 13, 2016 at 10:00 a.m., if the Court determines that it will
be necessary to present evidence.
A full-text copy of the Order, dated Nov. 28, 2016, is available at
http://bankrupt.com/misc/SantaRosaAnimal2016_1631051jco_29.pdf
About Santa Rosa Animal Hospital
Santa Rosa Animal Hospital, P.A., filed a chapter 11 petition
(Bankr. N.D. Fla. Case No. 16-31051) on Nov. 9, 2016. The petition
was signed by Cheryl L. Beck, DVM, president. The Debtor is
represented by Natasha Z. Revell, Esq., at Zalkin Revell, Pllc.
The Debtor estimated assets at $0 to $50,000 and liabilities at
$100,001 to $500,000 at the time of the filing.
SBN FOG CAP: Affiliate Taps Ramboll as Environmental Consultant
---------------------------------------------------------------
Fog Cap Retail Investors LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire an
environmental consultant.
Fog Cap, an affiliate of SBN Fog Cap II LLC, proposes to hire
Ramboll Environ US Corp. to evaluate certain environmental claims
against its Chapter 11 estate, give expert testimony in connection
with its contribution claims against Foot Locker Retail, Inc., and
provide other services.
The hourly rates charged by the firm are:
Principals $325
Managers $255
Associates $105 - $205
Support staff $80 - $100
Jay Vandeven, a principal of Ramboll who was designated to provide
the services, will be paid $325 per hour.
Mr. Vandeven disclosed in a court filing that his firm does not
hold any interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Jay Vandeven
Ramboll Environ US Corp.
4350 North Fairfax Drive, Suite 300
Arlington, VA 22203
About SBN Fog Cap &
Fog Cap Retail Investors
Fog Cutter Capital Group, Inc., as the sole member, formed Fog Cap
Retail Investors LLC on Aug. 20, 2002. Fog Cap was formed for the
purpose of entering into a portfolio sale agreement dated Sept. 25,
2002, with Foot Locker Retail, Inc., for the purchase of certain
master leases for real property leases which were operated, or
formerly operated as, retail shoe stores. At that time, Fog Cap's
portfolio was managed by Egelhoff Property Advisors LLC.
SBN Fog Cap II LLC, based in Denver, Colorado, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 16-13815) on April 20, 2016. In
its petition, SBN Fog Cap estimated $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities.
Fog Cap Retail Investors LLC, also based in Denver, filed a
separate Chapter 11 petition (Bankr. D. Colo. Case No. 16-13817) on
April 20, 2016. It estimated $1 million to $10 million in both
assets and liabilities.
Both petitions were signed by Steven C. Petrie, chief executive
officer.
The cases were jointly administered pursuant to an Order of the
bankruptcy Court dated June 2, 2016. The Hon. Thomas B. McNamara
presides over the cases. James T. Markus, Esq., at Markus Williams
Young & Simmermann LLC, serves as counsel to the Debtors.
On May 25, 2016, the Unsecured Creditors' Committee was formed by
the U.S. Trustee in the case of Fog Cap Retail Investors LLC only.
SEANERGY MARITIME: Draws Down $7.5M Under NSF Loan Facility
-----------------------------------------------------------
On Sept. 26, 2016, Seanergy Maritime Holdings Corp. entered into
agreements with an unaffiliated third party for the purchase of two
secondhand Capesize vessels, or the Additional Vessels, for a gross
purchase price of $20.75 million per vessel. Under the agreements,
the Company was required to make a $4.2 million deposit. This
deposit was funded with proceeds from a loan facility, originally
entered into Oct. 4, 2016, with Jelco Delta Holding Corp., or
Jelco, which is an entity affiliated with the Company’s principal
shareholder. This loan facility as it is amended from time to time
is referred to as the Jelco Loan Facility. The Additional Vessels
are expected to be delivered between the end of November 2016 and
mid December 2016, subject to the satisfaction of certain customary
closing conditions. The Company expects to fund the balance of the
aggregate purchase price for the Additional Vessels with an
additional $5.3 million from the Jelco Loan Facility (for a total
of $9.5 million borrowed under the Jelco Loan Facility in
connection with the purchase of the Additional Vessels), $29
million from a new secured loan facility with Northern Shipping
Fund III LP, or NSF, and $3 million of cash on hand.
On Oct. 4, 2016, the Company entered into the Jelco Loan Facility,
initially a $4.2 million loan facility with Jelco to fund the
initial deposit for the Additional Vessels. On Nov. 17, 2016, and
Nov. 28, 2016, the Company entered into amendments to the Jelco
Loan Facility, which, among other things, increased the aggregate
amount that may be borrowed under the facility to up to $12.8
million and extended the maturity date to the earlier of (i)
Feb. 28, 2018, and (ii) the date falling 14 months from the final
drawdown date, and the maturity date may, in certain circumstances,
be extended to the earlier of (i) Feb. 28, 2019, and (ii) the date
falling 26 months from the final drawdown date. The Jelco Loan
Facility bears interest at LIBOR plus a margin of 9% and is
repayable in one bullet payment together with accrued interest
thereon on the maturity date. The margin may be decreased to LIBOR
plus 7% upon a $5 million prepayment by the Company. The Jelco
Loan Facility further provides that the Company is required to
prepay Jelco (i) in the event of any public offering by the Company
of its common shares, in an amount equal to 25 percent of the net
offering proceeds and (ii) $1.9 million upon the delivery of the
second of the Additional Vessels. The Jelco Loan Facility is
secured by second priority mortgages and general assignments
covering earnings, insurances and requisition compensation on the
Additional Vessels, and the vessel owning subsidiaries that will
acquire the Additional Vessels have provided a guarantee to Jelco
for the Company's obligations under this facility. On Nov. 28,
2016, the Company drew down $8.7 million under the Jelco Loan
Facility. As of Nov. 29, 2016, $12.8 million was outstanding under
the Jelco Loan Facility.
On Nov. 18, 2016, the Company entered into a securities purchase
agreement with unaffiliated third party institutional investors,
under which the Company sold 1,305,000 of its common shares in a
registered direct offering at a public offering price of $2.75 per
share. The net proceeds from the sale of the common shares, after
deducting fees and expenses, were approximately $3.2 million. The
offering closed on Nov. 23, 2016.
On Nov. 28, 2016, the Company entered into a $32 million secured
term loan facility with NSF to partly finance the acquisition of
the Additional Vessels. The facility bears interest at 11% per
annum, which is payable quarterly, and the principal is repayable
in four consecutive quarterly instalments of $900,000 each,
commencing on March 31, 2019, and a final payment of $28.4 million
due on Dec. 31, 2019, which is the initial maturity date assuming
that the borrowers do not choose to extend the facility for one or
two maximum yearly periods. The facility may only be extended
twice so that the final maturity date shall never extend beyond the
date falling on the fifth anniversary of the final drawdown date.
The option to extend the facility for up to two years from the
initial maturity date is subject to an extension fee of 1.75% per
extended year. The borrowers under the facility are the Company's
applicable vessel-owning subsidiaries. The facility is secured by
first priority mortgages and general assignment covering earnings,
insurances and requisition compensation over the Additional
Vessels, account pledge agreements, share pledge agreements of the
Company's two vessel-owning subsidiaries, a commercial manager
undertaking and a technical manager undertaking. The facility also
imposes certain operating and financing covenants. Certain of these
covenants may significantly limit or prohibit, among other things,
the borrowers' ability to incur additional indebtedness, create
liens, engage in mergers, or sell vessels without the consent of
the relevant lenders. Certain other covenants require ongoing
compliance, including requirements that (i) the Company maintain
restricted deposits of $3 million as prepaid interest to be applied
equally against the first eight quarterly interest payments of the
facility, the first instalment to commence 3 months from the second
drawdown date (ii) the Company maintain an asset coverage ratio
with respect to the Additional Vessels equal to at least 112.5% and
(iii) the borrowers accumulate in each of their earnings accounts
within 3 months from each Advance relevant drawdown date, and
maintain throughout the security period, a minimum amount of at
least $250,000 per Additional Vessel, or $500,000 in total. On
Nov. 28, 2016, the Company drew down $7.5 million under the NSF
loan facility. As of Nov. 29, 2016, $7.5 million is outstanding
under the facility.
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit and
estimates that it may not be able to generate sufficient cash flow
to meet its obligations and sustain its continuing operations for a
reasonable period of time, that in turn raise substantial doubt
about the Company's ability to continue as a going concern.
SEANERGY MARITIME: Jelco Delta Reports 87.8% Stake as of Nov. 23
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Jelco Delta Holding Corp. disclosed that as of Nov. 23,
2016, it beneficially owns 43,649,230 shares of common stock of
Seanergy Maritime Holdings Corp., which represents 87.8 percent of
the shares outstanding. Comet Shipholding Inc. also reported
beneficial ownership of 853,434 common shares as of that date.
Claudia Restis may be deemed to beneficially own 43,649,230 shares
of Common Stock of the Company through Jelco and 853,434 shares of
Common Stock of the Company through Comet Shipholding Inc., each
through a revocable trust of which she is beneficiary. The shares
she may be deemed to beneficially own through Jelco include (i)
4,222,223 shares of Common Stock which Jelco may be deemed to
beneficially own, issuable upon exercise of a conversion option
pursuant to the Convertible Promissory Note dated March 12, 2015,
issued by the Issuer to Jelco and (ii) 23,516,667 shares of Common
Stock which Jelco may be deemed to beneficially own, issuable upon
exercise of a conversion option pursuant to the Convertible
Promissory Note dated Sept. 7, 2015.
A full-text copy of the regulatory filing is available at:
https://is.gd/lqrYBt
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.
As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that the Company reports a working capital deficit and
estimates that it may not be able to generate sufficient cash flow
to meet its obligations and sustain its continuing operations for a
reasonable period of time, that in turn raise substantial doubt
about the Company's ability to continue as a going concern.
SECTOR111 LLC: Can Use Forum Capital Cash Collateral Until Jan. 31
------------------------------------------------------------------
Judge Wayne Johnson of the U.S. Bankruptcy Court for the Central
District of California authorized Sector111, LLC to use Forum
Capital, LLC's cash collateral on a final basis until January 31,
2017, pursuant to the Stipulation between the parties.
Troubled Company Reporter had earlier reported that, among others,
the material terms of the Stipulation are:
(a) The Debtor is authorized to pay both ordinary and
non-ordinary expenses set forth in the Budget;
(b) Expenditures during the Cash Collateral period are not to
exceed 105% of the aggregate expenditures set forth in the Budget,
which projects total expenses of approximately $248,688, for the
period from October 25, 2016 through January 30, 2017;
(c) During the Cash Collateral Period, the Debtor reserves the
right to seek additional use of cash collateral by Court order or
it may, with Forum's written consent, expend additional cash
collateral, without Court order. The Debtor also reserves the
right to seek modification of the use of cash collateral; and
(d) The Debtor will provide Forum Capital with a copy of the
monthly operating reports at the time such reports are submitted to
the Office of the U.S. Trustee, which monthly operating reports
will show the actual income and expenses for the Debtor.
The Troubled Company Reporter had also reported that Commerce Bank
of Temecula Valley loaned the Debtor the principal sum of $200,000,
for which the Debtor granted the Bank a security interest in its
inventory, accounts, equipment, other rights to payment and
performance, and general intangibles as partial security for the
loan. Forum Capital purchased the Loan from the Bank for $197,747,
the total outstanding amount of the loan, and filed an amended UCC
financing statement reflecting the assignment of the security from
the Bank to Forum, prior to the Petition Date.
A full-text copy of the Order, dated December 1, 2016, is available
at https://is.gd/k46dea
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 petition was signed by Shinoo Mapleton, president/CEO. 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.
SEMLER SCIENTIFIC: Stockholders Elect Two Directors
---------------------------------------------------
Semler Scientific, Inc., held its annual meeting of stockholders on
Nov. 23, 2016, at which the stockholders elected Arthur "Abbie"
Leibowtiz, M.D., F.A.A.P. and Wayne T. Pan, M.D., Ph.D. to serve as
Class I directors on the Company's board of directors until the
Company's 2019 Annual Meeting of Stockholders or until his
respective successor has been duly elected and qualified. The
stockholders also ratified the selection by the Audit Committee of
the Board of BDO USA, LLP as the Company's independent registered
public accounting firm for the year ending Dec. 31, 2016.
About Semler Scientific
Semler Scientific, Inc., provides diagnostic and testing services
to healthcare insurers and physician groups. The Portland,
Oregon-based Company develops, manufactures and markets
proprietary products and services that assist healthcare providers
in evaluating and treating chronic diseases.
Semler Scientific reported a net loss attributable to common
stockholders of $8.50 million on $7 million of total revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common stockholders of $4.51 million on $3.63 million of total
revenue for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Semler had $2.96 million in total assets,
$5.76 million in total liabilities and a total stockholders'
deficit of $2.80 million.
BDO USA, LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has negative working
capital, a deficit in stockholders' equity, recurring losses from
operations and expects continuing future losses that raise
substantial doubt about its ability to continue as a going concern.
SHERWIN ALUMINA: Plan Confirmation Hearing on Dec. 19
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
consider approval of the Chapter 11 plan of Sherwin Alumina
Company, LLC and its affiliates at a hearing on December 19.
The hearing will be held at 1:30 p.m., at Courtroom 400, 404 Rusk
Street, Houston, Texas.
The court on November 23 conditionally approved the companies'
disclosure statement, allowing them to start soliciting votes from
creditors. The order set a December 9 deadline for creditors to
cast their votes and file their objections.
The plan consummates the global settlement by and among Sherwin
Alumina, the official committee of unsecured creditors and the
pre-bankruptcy secured lender.
The terms of the settlement agreement include the distribution of
up to $5 million in cash to certain general unsecured creditors,
the funding by the secured lender of its allocable share of the
so-called "global settlement reserve," and the payment of all
administrative claims.
The deal also proposes a special distribution to holders of expired
claims tied to a collective bargaining agreement, and the
assumption by Glencore Ltd. of Sherwin Alumina's two retirement
plans.
Moreover, the plan will consummate the sale transaction upon the
effective date. To recall, Sherwin Alumna selected Corpus Christi
Alumina LLC, an affiliate of the secured lender, as the winning
bidder at an auction conducted on April 20 this year.
The sale transaction contemplates that Sherwin Alumna will transfer
to the buyer substantially all of the assets of the company and its
affiliates related to their alumina production facility in Gregory,
Texas, for $54.5 million. This includes a credit bid of $50
million and $4.5 million in cash consideration to, in part, fund
the global settlement.
A copy of the latest disclosure statement dated November 23 can be
accessed for free at https://is.gd/suLF15
An earlier version of the document dated November 10 is available
for free at https://is.gd/wooPwl
About Sherwin Alumina Company
Sherwin Alumina Company, LLC, and Sherwin Pipeline, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas
Russell signed the petitions as authorized signatory. Judge David
R. Jones has been assigned the case.
The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.
Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite. Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.
The Debtors disclosed total assets of $254,617,187 and total
liabilities of $218,177,760, on Feb. 5, 2016.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.
SIGNAL GENETICS: Regains Compliance With NASDAQ Listing Rule
------------------------------------------------------------
Signal Genetics, Inc., has received a letter from The NASDAQ Stock
Market LLC notifying the Company that it has regained compliance
with the NASDAQ Capital Market's minimum bid price continued
listing requirement.
The letter noted that as of Nov. 21, 2016, the Company evidenced a
closing bid price of its common stock in excess of the $1.00
minimum requirement for at least ten consecutive trading days.
Accordingly, the Company has regained compliance with NASDAQ
Marketplace Rule 5550(a)(2) and NASDAQ considers the matter closed.
About Signal Genetics
Signal Genetics, Inc., is a commercial stage, molecular genetic
diagnostic company. The Company is focused on providing diagnostic
services that help physicians to make decisions concerning the care
of cancer patients. The Company's diagnostic service is the
Myeloma Prognostic Risk Signature (MyPRS) test. The MyPRS test is
a microarray-based gene expression profile (GEP), assay that
measures the expression level of specific genes and groups of genes
that are designed to predict an individual's long-term clinical
outcome/prognosis, giving a basis for personalized treatment
options.
The Company reported a net loss attributable to stockholders of
$11.32 million for the year ended Dec. 31, 2015, compared to a net
loss attributable to stockholders of $6.64 million for the year
ended Dec. 31, 2014.
As of Sept. 30, 2015, the Company had $7.54 million in total
assets, $2.85 million in total liabilities and $4.68 million in
total stockholders' equity.
"Due to current market conditions, the Company's current liquidity
position and its depressed stock price, the Company believes it may
be difficult to obtain additional equity or debt financing on
acceptable terms, if at all, thus raising substantial doubt about
the Company's ability to continue as a going concern. If it is
unable to raise additional capital or successfully complete a
strategic partnership, alliance, collaboration or other similar
transaction, the Company will need to delay or reduce expenses or
limit or curtail operations, any of which would have a material
adverse effect on its business. Further, if the Company is unable
to raise additional capital or successfully complete a strategic
partnership, alliance, collaboration or other similar transaction
on a timely basis and on terms that are acceptable, the Company
would also be required to sell or license its assets, sell the
Company or otherwise liquidate all or a portion of its assets
and/or cease its operations altogether," the Company stated in its
quarterly report for the period ended Sept. 30, 2016.
SOUTHLAND PROPERTIES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on Dec. 1, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Southland Properties,
LLC.
Headquartered in Morgantown, West Virginia, Southland Properties,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. W. Va.
Case No. 16-01057) on Oct. 17, 2016, estimating its assets and
liabilities at between $1 million and $10 million.
Judge Patrick M. Flatley presides over the case.
John Alexander Scott, Esq., at the Law Office of John A. Scott
serves as the Debtor's bankruptcy counsel.
STEVEN ANCONA: Court Approves Bid to Appoint Ch. 11 Trustee
-----------------------------------------------------------
Judge Mary Kay Vyskocil of the United States Bankruptcy Court for
the Southern District of New York denied the motion filed by 3 West
16th Street, LLC, insofar as it seeks to convert Steven J. Ancona's
chapter 11 case and granted the motion insofar as it seeks the
appointment of a chapter 11 trustee under section 1104(a).
Ancona commenced his chapter 11 case on March 5, 2014. The
Landlord has filed a proof of claim in the amount of $20,561,342 in
Ancona's chapter 11 case.
The Landlord sought an order converting Ancona's chapter 11 case to
a case under chapter 7 of the Bankruptcy Code for cause, including,
inter alia, that Ancona commenced his chapter 11 case in bad faith.
Judge Vyskocil found that the Landlord has met its burden of
demonstrating that cause exists to convert Ancona's chapter 11 case
to a chapter 7 case on the grounds that Ancona's case was filed in
bad faith. Specifically, the judge found at least six indicia that
support the finding of "cause" under section 1112(b):
(1) relatively few unsecured claims, other than the
Landlord's claim and insider claims, have been filed by
the claims bar date (or otherwise set forth in the
debtor's schedules);
(2) the case essentially is a two-party dispute between
Ancona and the Landlord that could have been resolved in
the actions pending in the state court;
(3) the filing of Ancona's petition, when he was under no
alleged financial pressure by creditors, which delayed
Ancona's need to perfect his appeal of a fraudulent
conveyance decision and forestalled a trial on damages
in a pending state court action, evidences an intent to
frustrate the efforts of the Landlord in the state court
action and the fraudulent conveyance action;
(4) Ancona has no employees;
(5) Ancona's use of the section 502(b)(6) cap; and
(6) the Court's lack of confidence in Ancona's willingness
to comply with the fiduciary duties of a debtor-in-
possession.
Judge Vyskocil also found that Ancona's failure, without
justification, to file periodic financial reports disclosing the
"value, operations, and profitability" of certain limited liability
companies in which Ancona owns an interest, as required under Rule
2015.3 of the Federal Rules of Bankruptcy Procedure, constitutes
additional "cause" under section 1112(b).
Notwithstanding Judge Vyskocil's determination that cause exists
under section 1112 for dismissal or conversion of Ancona's chapter
11 case, the judge found that, at this time, the appointment of a
chapter 11 trustee is in the best interests of creditors and the
estate and appropriate under section 1104(a).
Judge Vyskocil found that the Landlord has presented clear and
convincing evidence demonstrating:
(1) Ancona's conflict of interest;
(2) Ancona's failure to comply with his fiduciary duties;
(3) Ancona's failure to make disclosures and comply with the
reporting requirements under Bankruptcy Rule 2015.3; and
(4) Ancona's attempted use of Flat Iron Real Estate Advisors
LLC to pay his personal attorneys' fees in this case,
which application was fraught with conflicts and lack of
candor and transparency.
Based on these facts and the facts on which the judge based her
finding of "cause" under section 1112(b), Judge Vyskocil concluded
that ample cause exists for the appointment of a chapter 11 trustee
in this case.
Judge Vyskocil therefore denied the Landlord's motion insofar as it
seeks to convert Ancona's chapter 11 case and granted the
Landlord's motion insofar as it seeks the appointment of a chapter
11 trustee under section 1104(a).
A full-text copy of Judge Vyskocil's November 30, 2016 opinion is
available at http://bankrupt.com/misc/nysb14-10532-292.pdf
3 West 16th Street, LLC is reprsented by:
Matthew D. Sobolewski, Esq.
Chester R. Ostrowski, Esq.
McLAUGHLIN & STERN, LLP
260 Madison Avenue
New York, NY 10016
Tel: (212)448-1100
Fax: (212)448-0066
Email: msobolewski@mclaughlinstern.com
costrowski@mclaughlinstern.com
Steven J. Ancona is represented by:
Eric C. Zabicki, Esq.
Douglas J. Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212)695-6000
Fax: (212)695-6007
PICK & ZABICKI LLP
Email: ezabicki@picklaw.net
dpick@picklaw.net
The bankruptcy case In re: Steven J. Ancona, Chapter 11, Debtor,
Case No. 14-10532-(MKV), (Bankr. S.D.N.Y.).
STONE ENERGY: Geosphere Capital Reports 4.4% Stake as of Nov. 29
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Geosphere Capital Management, LLC disclosed that as of
Nov. 29, 2016, it beneficially owns 251,030 common equity of Stone
Energy Corp which represents 4.4 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
https://is.gd/jdLUsE
About Stone Energy
Stone Energy is an independent oil and natural gas exploration and
production company headquartered in Lafayette, Louisiana with
additional offices in New Orleans, Houston and Morgantown, West
Virginia. Stone is engaged in the acquisition, exploration,
development and production of properties in the Gulf of Mexico and
Appalachian basins.
As of Sept. 30, 2016, Stone Energy had $1.23 billion in total
assets, $1.75 billion in total liabilities and a total
stockholders' deficit of $519.66 million.
Stone Energy reported a net loss of $1.09 billion in 2015 following
a net loss of $189.5 million in 2014.
Ernst & Young LLP, in New Orleans, Louisiana, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company could exceed
the Consolidated Funded Debt to consolidated EBITDA financial ratio
covenant set forth in its bank credit facility at the end of the
first quarter of 2016, which would require the Company to seek a
waiver or amendment from its bank lenders. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
* * *
As reported by the TCR on Nov. 18, 2016, S&P Global Ratings lowered
its corporate credit rating on Stone Energy to 'D' from 'CC'. "The
'D' rating reflects our expectation that Stone Energy will elect to
file for Chapter 11 bankruptcy protection rather than make the
November interest payment on its 7.5% senior unsecured notes due
2022," said S&P Global Ratings credit analyst David Lagasse.
STONE ENERGY: Thomas Satterfield Reports 9.92% Stake as of Nov. 29
------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Thomas A. Satterfield, Jr. disclosed that as of Nov.
29, 2016, he beneficially owns 564,632 shares of common stock of
Stone Energy Corporation representing 9.92 percent based on
5,690,253 shares of Common Stock of Stone Energy outstanding as of
Nov. 17, 2016. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/JgzsfU
About Stone Energy
Stone Energy is an independent oil and natural gas exploration and
production company headquartered in Lafayette, Louisiana with
additional offices in New Orleans, Houston and Morgantown, West
Virginia. Stone is engaged in the acquisition, exploration,
development and production of properties in the Gulf of Mexico and
Appalachian basins.
As of Sept. 30, 2016, Stone Energy had $1.23 billion in total
assets, $1.75 billion in total liabilities and a total
stockholders' deficit of $519.66 million.
Stone Energy reported a net loss of $1.09 billion in 2015 following
a net loss of $189.5 million in 2014.
Ernst & Young LLP, in New Orleans, Louisiana, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company could exceed
the Consolidated Funded Debt to consolidated EBITDA financial ratio
covenant set forth in its bank credit facility at the end of the
first quarter of 2016, which would require the Company to seek a
waiver or amendment from its bank lenders. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
* * *
As reported by the TCR on Nov. 18, 2016, S&P Global Ratings lowered
its corporate credit rating on Stone Energy to 'D' from 'CC'. "The
'D' rating reflects our expectation that Stone Energy will elect to
file for Chapter 11 bankruptcy protection rather than make the
November interest payment on its 7.5% senior unsecured notes due
2022," said S&P Global Ratings credit analyst David Lagasse.
STONE OAK INVESTMENT: Court Denies Confirmation of Ch. 11 Plan
--------------------------------------------------------------
Judge Mary Ann Whipple of the United States Bankruptcy Court for
the Northern District of Ohio, Western Division, denied Stone Oak
Investment, LLC's motion for cramdown and for confirmation of its
proposed Amended Chapter 11 Plan.
The Debtor is a limited liability company in which Bonnie Ostrander
owns a 100 percent interest. Ostrander testified that she also
owns Stone Oak Marketplace LLC, although there is no evidence that
the LLC owns any assets. The debtor's proposed Amended Chapter 11
Plan provided that the LLC will be utilized as the Reorganized
Debtor.
The Plan stated that the funds necessary for making payments to
holders of the allowed classified claims described in Part IV of
the Plan will come from (i) "Net Operating Income; (ii) the Capital
Contribution; (iii) Cash Flow Surplus; (iv) Any Refinancing
Proceeds; and (v) Net Disposition Proceeds."
"Net Operating Income" was defined in the Plan as the "Net
Operating Income of either the Debtor or the Reorganized Debtor."
The debtor has no operations that produce income, nor does the LLC.
However, the Plan appeared to at least contemplate the transfer
from Stone Oak Market, Inc., to the Reorganized Debtor of a liquor
permit and the inventory and equipment associated with the
operation of a convenience store, referred to in the Disclosure
Statement.
The Plan provided that, unless otherwise agreed to in writing,
holders of allowed administrative expenses will receive cash in the
allowed amount on the effective date of the Plan or, if allowed
after the effective date, within 30 days after the date an order
allowing the expense becomes a final order. The Plan also provided
for payment on the effective date of statutory fees then owed to
the United States Trustee and quarterly payments thereafter until
the case is converted, dismissed or closed.
Although the debtor has no means to make the monthly payments that
would be required under the Plan, it offered profit and loss
statements and balance sheets of Stone Oak Market, Inc. dba Stone
Oak Marketplace as evidence of the Reorganized Debtor's ability to
make the required payments.
The Plan sets forth six classes of claims and interests. After
transmitting the approved disclosure statement and Plan to
creditors and interest holders, on July 29, 2016, the debtor filed
a Declaration and Certification of Ballots showing that no ballots
were received by Classes 1 and 5, that Class 2 rejected the Plan,
and Classes 3 and 4 accepted the Plan. All classes are impaired
under the terms of the Plan. No objections to confirmation of the
Plan were filed.
Judge Whipple found that here is no question that the debtor itself
has no ability to make the payments required under the terms of the
Plan as it conducts no business and has no income. The judge found
that the feasibility of the Plan instead depends upon two
components: the operations of the new convenience store currently
ongoing under Stone Oak Market, Inc. and Ostrander's personal
financial wherewithal.
Judge Whipple, however, found that, as characterized by counsel for
the United States Trustee at the confirmation hearing, the Plan
proposed by the debtor, which itself has no ability to make Plan
payments, is on "life support" requiring the income of Stone Oak
Market, Inc., which itself is on "life support" requiring that it
be subsidized by the lessor not requiring lease payments and
requiring the support of Ostrander both by infusing additional
funds into the business and by her working 120 hours per week
without pay. In addition, there is no evidence of Ostrander's
ability to continue "loaning" money to the business to the extent
it may be necessary.
Even assuming that the Plan meets the other relevant provisions of
11 U.S.C. section 1129(a), Judge Whipple cannot find that
confirmation of the proposed Plan is not likely to be followed by
the liquidation or further reorganization of the debtor or the
Reorganized Debtor. The judge thus concluded that the debtor has
not shown that the Plan is feasible as required under section
1129(a)(11).
A full-text copy of Judge Whipple's November 28, 2016 order is
available at:
http://bankrupt.com/misc/ohnb15-30316-127.pdf
The bankruptcy case is Stone Oak Investment, LLC, Case No. 15-30316
(Bankr. D. Ohio).
STRIKEFORCE TECHNOLOGIES: Stockholders Elect Three Directors
------------------------------------------------------------
At the annual meeting of stockholders of StrikeForce Technologies,
Inc., held on Nov. 18, 2016, the stockholders of the Company:
(1) elected Mark L. Kay, Ramarao Pemmaraju and George Waller
as directors of the Company, each to serve a term of one
year or until his or her successor is duly elected or
appointed;
(2) ratified the appointment of Weinberg and Company, P.A., as
the Company's independent registered public accounting firm;
(3) approved an advisory vote on executive compensation; and
(4) approved, on an advisory basis, "every two years" as the
frequency of future executive compensation advisory votes.
About StrikeForce
StrikeForce Technologies, Inc., is a software development and
services company that offers a suite of integrated computer network
security products using proprietary technology. StrikeForce
Technical Services Corporation was incorporated in August 2001
under the laws of the State of New Jersey. On Sept. 3, 2004, the
stockholders approved an amendment to the Certificate of
Incorporation to change the name to StrikeForce Technologies, Inc.
StrikeForce reported a net loss of $3.35 million for the year ended
Dec. 31, 2014, compared to a net loss of $2.41 million for the year
ended Dec. 31, 2013.
As of Sept. 30, 2016, Strikeforce had $1.53 million in total
assets, $9.15 million in total liabilities and a total
stockholders' deficit of $7.62 million.
Li and Company, PC, in Skillman, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company had an
accumulated deficit at Dec. 31, 2014, a net loss and net cash used
in operating activities for the reporting period then ended. These
conditions raise substantial doubt about its ability to continue as
a going concern.
SWAGAT HOTELS: Wants to Use PGH McHenry Cash Collateral
-------------------------------------------------------
Swagat Hotels, LLC, asks the U.S. Bankruptcy Court for the District
of Maryland for authorization to use cash collateral.
The Debtor is indebted to PHG McHenry, LLC in the amount of
approximately $2,600,000. To secure the indebtedness, the Debtor
conveyed to PHG McHenry interest in the property located at 2704
Deep Creek Drive, McHenry, Maryland, together with all rents,
issues and profits from the Property.
The Debtor tells the Court that it wants to use collateral to pay
its operating expenses and to maintain the value of the bankruptcy
estate. The Debtor further tells the Court that it is able to
provide adequate protection in the form of a continuing lien on
post-petition cash collateral as well as adequate protection
payments for an interim period, to allow the Debtor to commence the
reorganization of the operations of the estate.
The Debtor contends that PHG McHenry has agreed to its proposal of
monthly adequate protection payments of $13,000. The Debtor
believes that the protections it has offered are fair and
reasonable under the circumstances and will be sufficient to
protect to interests of PHG McHenry from diminution in value during
the period of its use by the Debtor.
A full-text copy of the Debtor's Motion, dated Nov. 25, 2016, is
available at
http://bankrupt.com/misc/SwagatHotels2016_1624255_25.pdf
About Swagat Hotels
Swagat Hotels LLC, doing business as Quality Inn Deep Creek Lake,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Md. Case No. 16-24255) on Oct. 27, 2016. The petition was
signed by Nitin B. Chhibber, managing member. The case is assigned
to Judge Wendelin I. Lipp. At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
The Debtor is a Maryland Limited Liability Company operating a
hotel trading as the Quality Inn - McHenry.
SWORDS COMPANY: C&T Buying Lebanon Property for $2M
---------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing on Jan. 10,
2017 at 9:00 a.m. to consider Swords Group, LLC's sale of real
property located at 704 Briskin Lane, Lebanon, Tennessee, to C&T
Land Co. for $2,000,000.
The objection deadline is Dec. 21, 2016.
The property is subject to a recorded security interest in favor of
Simmons Bank, and the Debtor owes back taxes on the property to the
Wilson County, Tennessee Tax Assessor for 2014 and 2015, as well as
for year-to-date 2016.
Simmons Bank filed a proof of claim in the case in the amount of
$3,438,992. The Simmons Bank claim is also secured by other
properties owned by the Debtor, which Debtor is also marketing
during the Chapter 11 proceeding.
Wilson County filed a proof of claim in the case, reflecting that
the Debtor owed approximately $38,093 in taxes with respect to the
property.
The Debtor has filed a Chapter 11 plan that proposes to satisfy the
Debtor's primary non-insider debt -- secured debt owed to Simmons
Bank and property tax debt owed on the Debtor's real estate --
through the sale of real property owned by Debtor. While awaiting
a final hearing on the Debtor's Plan, Debtor has located and
secured a buyer on one of the Debtor's properties.
On Nov. 29, 2016, the Debtor and C&T signed the Contract for Sale
of Real Estate to sell the property, the closing of which is
expressly subject to approval by the Court. The offer is the
highest and best offer for the property presented to the Debtor.
The salient terms of the Agreement are:
a. Purchase Price: $2,000,000
b. Earnest Money: $20,000
c. Closing Date: Within 20 days of closing of the Inspection
Period.
d. Inspection Period: 60 days from the filing of the Motion for
approval.
e. Brokers' Commission: 5%, upon Court approval.
A copy of the Agreement attached to the Notice is available for
free at:
http://bankrupt.com/misc/Swords_Group_94_Sales.pdf
Assuming a commission to Chas. Hawkins Co., Inc., the listing agent
whose employment approval has been sought in a separately filed
motion, of 5%, the estate will net an estimated recovery of
approximately $1,900,000, which amounts will enable the Debtor to
satisfy outstanding property tax debt on the property and pay down
a significant amount of the secured debt owed to Simmons Bank. The
Debtor anticipates that Simmons Bank will not object to the sale of
the property on the terms proposed.
By way of illustration, the Debtor anticipates satisfying the
entire $38,092 in tax liability at closing, leaving approximately
$1,861,900 in remaining sale proceeds. The Debtor proposes to
retain, out of the amount, $25,000 to satisfy administrative
expenses of the estate, including accrued postpetition tax
obligations, and to fund the initial payments due under the
Debtor's Plan. The remaining proceeds, approximately $1,836,900,
would be transferred to Simmons Bank, thereby reducing the Bank's
secured claim to $1,602,092. Simmons Bank would retain its liens
on the other three properties still owned by the Debtor's estate,
which properties are worth significantly more than the remaining
debt.
The Debtor asks the Court to authorize the sale of the property
free and clear of all liens, claims interests and encumbrances in
accordance with the procedures set forth and authorize the payments
to Simmons Bank, Wilson County, Tennessee, and Chas. Hawkins.
The Purchaser can be reached at:
Matt Woodard, Trustee
C&T LAND CO.
5021 Villa Crest Drive
Nashville, TN 37220
E-mail: mwoodard@chco.com
About Swords Group
Swords Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 16-03837) on May 26,
2016. The petition was signed by Jerry Swords, president.
The Debtor is represented by Griffin S. Dunham, Esq., at Dunham
Hildebrand, PLLC. The case is assigned to Judge Marian F.
Harrison.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
SYNICO STAFFING: Court Allows Cash Use on Interim Basis
--------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Synico Staffing, LLC to use cash
collateral, in the amount of $461,334, on an interim basis.
Peoples Bank Midwest, CHDT Company, Madison Resource Funding Corp.,
Milestone Growth Fund, Inc. were granted with replacement liens on
all assets of the Debtor to the extent of the Debtor's use of cash
collateral. Such replacement liens will have the same priority,
dignity and effect as the pre-petition liens held by Peoples Bank
Midwest, CHDT Company, Madison Resource Funding Corp., and
Milestone Growth Fund, Inc.
The Debtor was ordered to pay $5,000 as an adequate protection
payment to Peoples Bank Midwest on or before December 16, 2016.
The Debtor was directed to provide Peoples Bank Midwest, Madison
Resource Funding Corp., BarPellam, Inc., and the U.S. Trustee’s
Office a weekly report consisting of an accounting of cash receipts
and disbursements and new post-petition accounts receivable
beginning on December 5, 2016.
The Debtor was further directed agreed to provide Peoples Bank
Midwest and Madison Resource Funding Corp. a pre-petition accounts
receivable aging together with names and addresses of all
pre-petition account debtors of Debtor by December 9, 2016.
Judge Fisher held that BarPellam, Inc. will not be liable for any
demand made by Peoples Bank Midwest and Madison Resource Funding
Corp., for any amounts that are paid by BarPellam to the Debtor
during the period of interim use of cash collateral pursuant to the
Standard Statement of Services for Staff Augmentation Workforce
Management Services and related agreements. BarPellam, Inc. was
ordered to pay the Debtor $110,525 for the week ending date
November 5, 2016 and $95,785 for the week ending date November 12,
2016.
A further hearing on the Debtor's Motion is scheduled on December
28, 2018 at 10:00 a.m.
A full-text copy of the Interim Order, dated December 1, 2016, is
available at https://is.gd/ispzsW
The case is IN RE: Synico Staffing, LLC (Bankr. D. Minn. Case No.
16-43471)
SYNICO STAFFING: Seeks Court Approval for Cash Collateral Use
-------------------------------------------------------------
Synico Staffing, LLC asks the U.S. Bankruptcy Court for the
District of Minnesota for authorization to use cash collateral.
The Debtor believes that its pre-bankruptcy assets, consisting of
cash, accounts receivable, and minimal office equipment, are
subject to the security interest and claims asserted by Peoples
Bank Midwest and CHDT Company.
The Debtor tells the Court that if it is not able to use cash
collateral, it will not be able to pay essential expenses for the
month of December, such as payrolls, insurance, utilities and rent.
The Debtor further tells the Court that it will suffer
irreversible and irreparable harm without the ability to use cash
collateral.
The Debtor proposes to:
(1) grant replacement liens to Peoples Bank Midwest and CHDT
Company;
(2) carry insurance for the full replacement value of the
collateral; and
(3) continue to operate and to generate replacement
collateral.
The final hearing on the Debtor's Motion is scheduled on Jan. 4,
2017 at 11:00 a.m. The deadline for the filing of a response to
the Debtor's Motion is set on December 30, 2016.
A full-text copy of the Debtor's Motion, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/SynicoStaffing2016_1643471_8.pdf
Synico Staffing, LLC is represented by:
Steven B. Nosek, Esq.
2855 Anthony Lane South, Suite 201
Minneapolis, MN 55418
Telephone: (612) 335-9171
E-mail: snosek@noseklawfirm.com
About Synico Staffing, LLC
Synico Staffing, LLC, filed a chapter 11 petition (Bankr. D. Minn.
Case No. 16-43471) on Nov. 28, 2016. The Debtor is represented by
Stephen B. Nosek, Esq.
The Debtor operates a staffing business, and has been in business
for several years.
TCR III INC: Selling All Assets to VS Virginia to Pay Creditors
---------------------------------------------------------------
TCR III, Inc., and affiliates ask the United States Bankruptcy
Court for the Eastern District of Virginia to authorize the private
sale of substantially all assets to VS Virginia, LLC for amount
sufficient to satisfy creditors' proofs of claim plus $1,000,000.
TC10 Grantor Trust is a creditor of (i) TCR III, Inc., which owns
and operates the Manassas facility at 10140 Hastings Drive,
Manassas, Virginia; (ii) TCR IV, Inc., which owns and operates the
Orange facility at 680 University Lane, Orange, Virginia; and (iii)
TCR V, Inc., which owns and operates the Stephens City facility at
110 Spanish Oak Road, Stephens City, Virginia.
TS Cambridge Grantor Trust is a creditor of America House Assisted
Living of Front Royal, L.L.C., which owns and operates the Front
Royal facility at 106 Westminster Drive, Front Royal, Virginia.
Several disputes between the Debtors and Creditors are currently
pending before the Court, including:
a. Creditors' motions for relief from stay (filed April 12,
2016 and April 13, 2016, respectively) and Debtors' objections
thereto, status hearing set for Nov. 14, 2016 continued to Dec. 21,
2016;
b. The Debtors' Motion to Modify and Amend the Final Order
Approving Use of Cash Collateral (filed June 30, 2016, hearing set
for Nov. 14, 2016 continued to Dec. 21, 2016;
c. Creditors' Joint Plan of Liquidation (filed May 10, 2016),
and objections thereto by the Patient Care Ombudsman (filed July
20, 2016) and Debtors (filed July 20, 2016), confirmation hearing
set for Nov. 14, 20116 continued to Dec. 21, 2016; and
d. The Debtors' Objections to Proofs of Claim filed by TC10
Grantor Trust & TS Cambridge Grantor Trust (filed in each case on
July 22, 2016), status hearing set for Nov. 14, 2016 continued to
Dec. 21, 2016.
At telephonic hearing held Nov. 14, 2016, the Debtors and Creditors
advised the Court that an "Asset Purchase Agreement" was being
negotiated that would resolve most, if not all, of the disputes
currently pending before the Court. At the conclusion of the
hearing, the Court directed the Debtors to: (i) file a motion to
sell, if any, by Nov. 30, 2016 at 5 p.m., (ii) set such motion for
hearing on December 21, 2016, and (iii) if necessary, a motion with
a consent order shortening notice to 21 days.
The key terms of the Asset Purchase Agreement are:
a. The APA and transactions contemplated thereby are subject to
Bankruptcy Court approval, and will be consummated only pursuant to
an order of the Bankruptcy Court to be entered in the bankruptcy
cases;
b. The Debtor will sell and VS Virginia, LLC (a Delaware
limited liability company, and affiliate of the Creditors) will buy
substantially all of the assets of the Debtors;
c. The purchase price will be an amount sufficient to satisfy
the Creditors' proofs of claim plus $1,000,000, of which an agreed
upon amount will be held in escrow, and the purchase price will be
reduced by (and escrowed cash released to the purchaser for) cash
taken by TCR I, Inc. without Court authorization unless such
unauthorized cash has already been reimbursed to the Debtors;
d. The due diligence period expires Dec. 31, 2016;
e. Closing is to take place on the later of Jan. 6, 2017, or 10
days after purchaser receives all regulatory approvals.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/TCR_III_233_Sales.pdf
The Debtors ask the Court to approve the private sale of
substantially all assets free and clear of all interests.
The Purchaser:
VS VIRGINIA, LLC
c/o ValStone Asset Management, LLC
300 E. Lombard Street, Suite 1111
Baltimore, MD 21202
Attn: Eric R. Abel, Managing Director
Facsimile: (443) 836-2508
The Purchaser is represented by:
Kenneth B. Abel, Esq.
OBER, KALER, GRIMES & SHRIVER
100 Light Street
Baltimore, MD 21202
Facsimile: (443) 263-7594
- and -
Donald F. King, Esq.
ODIN FELDMAN & PITTLEMAN PC
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Facsimile: (703) 218-2160
TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas"
location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the
"Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.)
(the "Stephens City" location); TCR VI, Inc.; and America House
Assisted Living of Front Royal, L.L.C. (the "Front Royal"
location), filed separate Chapter 11 bankruptcy petitions (Bankr.
E.D. Va. Case Nos. 15-14162, 15-14163, 15-14165, 15-14168 and
15-14169) on Nov. 24, 2015. The Debtors operate senior care
facilities. The Hon. Brian F. Kenney presides over the cases.
Lawyers at Sands Anderson PC, serve as counsel to the Debtors.
TCR III estimated $1 million to $10 million in both assets and
liabilities. The petitions were signed by Charles V. Rice,
president.
THAMES FUNDING: Can Use Up to $6,500 Cash Through Dec. 31
---------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Thames Funding Inc. to use Dime
Savings Bank's cash collateral on an interim basis, until December
31, 2016.
The Debtor was authorized to use cash generated from the rental
payments from its properties, in an amount not exceeding $6,500, so
as to meet all necessary business expenses incurred in the ordinary
course of its business and U.S. Trustee's statutory fees.
Judge Tancredi approved the Debtor's Budget for December 2016,
which reflects a total monthly expenses of $6,150.
Dime Bank claimed a duly perfected non-avoidable security interest
in the Debtor's properties in Groton and Gales Ferry Connecticut,
which includes cash collateral associated with the real properties.
Judge Tancredi granted Dime Bank with replacement liens in all
after-acquired property of the Debtor from the property, of equal
extent and priority to that which Dime Bank enjoyed with regard to
the said property at the time the Debtor filed its Chapter 11
petition.
The Debtor was directed to make adequate protection payments of
$500 per month to Dime Bank. The debtor was also directed provide
its secured creditors a monthly register report from all DIP
account showing all disbursements made.
A hearing on the continued use of cash collateral will be held
December 27, 2016 at 10:00 a.m.
A full-text copy of the Order, dated November 29, 2016, is
available at https://is.gd/sq72Pz
About Thames Funding
Thames Funding, Inc., filed a chapter 11 petition (Bankr. D. Conn.
Case No. 16-21286) on Aug. 7, 2016. The petition was signed by
John G. Syragakis, principal. The case is assigned to Judge Ann M.
Nevins. The Debtor disclosed total assets of $640,000 and total
debt of $1.02 million.
The Debtor is represented by Joseph J. D'Agostino, Jr., Esq., at
Attorney Joseph J. D'Agostino, Jr., LLC.
The Debtor is authorized to continue to operate and manage its
business as a Debtor-In-Possession. No trustee or examiner has
been appointed in these proceedings.
TOWERSTREAM CORP: Amends $10 Million Securities Prospectus
----------------------------------------------------------
Towerstream Corporation filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offer and sale, from time to time in one or more offerings, any
combination of common stock, preferred stock, debt securities or
warrants to purchase common stock, preferred stock or debt
securities, or any combination of the foregoing, either
individually or as units comprised of one or more of the other
securities, having an aggregate initial offering price not
exceeding $10,000,000.
In addition, the prospectus relates to the disposition from time to
time of 5,750,000 shares of common stock which are issuable upon
the conversion of 1,000 of the Company's outstanding shares of
Series D Convertible Preferred Stock and 2,000,000 Series E
Convertible Preferred Stock held by certain of the selling
stockholders. The Company will not receive any of the proceeds
from the sale of shares by the selling stockholders.
The Company's common stock is currently traded on The NASDAQ
Capital Market under the symbol "TWER." On Nov. 29, 2016, the last
reported sale price of the Company's common stock was $0.35 per
share. On Nov. 29, 2016, the Company was notified that the Nasdaq
Hearings Panel has determined to delist the Company's shares from
The NASDAQ Capital Market, and will suspend trading in those shares
effective at the open of business on Dec. 1, 2016. The Company
expects that its common stock will be quoted on the OTCQB effective
Dec. 1, 2016.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/jDormM
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) offers broadband services in
12 urban markets including New York City, Boston, Los Angeles,
Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.
The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.
As of Sept. 30, 2016, Towerstream had $36.76 million in total
assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.
TOWERSTREAM CORP: Initiates Move to Trade on OTCQB
--------------------------------------------------
Towerstream Corporation announced move to trade on OTCQB under the
symbol "TWER" effective Dec. 1, 2016. This transition to the OTCQB
market does not affect the Company's business operations. The
Company will continue to file periodic and certain other reports
with the Securities and Exchange Commission under applicable
federal securities laws.
* The company has approximately $12M in cash on hand and has
recently reduced its long-term debt by $5M.
* The Company's cash burn from operations approximates $1M per
quarter and is decreasing.
* The Company has increased EBITDA in each of the last three
quarters.
Towerstream has been notified by The NASDAQ Stock Market LLC that
the Nasdaq Listing Qualifications Hearing Panel has determined to
delist the Company's common stock, and that trading in the
Company's common stock will be suspended on Nasdaq effective with
the open of business on Dec. 1, 2016.
This transition to the OTCQB market does not affect the Company's
business operations. The Company will continue to file periodic
and certain other reports with the Securities and Exchange
Commission under applicable federal securities laws.
The Company currently meets the requirements of the OTCQB market.
As previously disclosed, the Company was before the Panel on
July 7, 2016, due to violation of Listing Rule 5550(b)(1), for
failure to maintain the required minimum stockholders' equity
requirement or the total assets and total revenues minimums
required by that rule. The Company was also in violation of
Listing Rule 5550(a)(2), requiring a minimum bid price of over
$1.00.
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) offers broadband services in
12 urban markets including New York City, Boston, Los Angeles,
Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.
The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.
As of Sept. 30, 2016, Towerstream had $36.76 million in total
assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.
TRANS ENERGY: Plans to Effect a "Short Form" Merger with EQT
------------------------------------------------------------
An amendment No. 3 to the tender offer statement on Schedule TO has
been filed with the Securities and Exchange Commission which amends
and supplements the Schedule TO relating to the offer of WV Merger
Sub, Inc., (the "Purchaser") a wholly owned subsidiary of EQT
Corporation, to purchase all outstanding shares of common stock,
par value $0.001 per share, of Trans Energy, Inc., a Nevada
corporation, at a price of $3.58 per Share, net to the seller in
cash, without interest, less any required withholding tax, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated Oct. 27, 2016, and in the related Letter of
Transmittal.
On Nov. 28, 2016, Trans Energy delivered to EQT payoff letters from
all financial institutions and other persons to which indebtedness
under Trans Energy's credit agreement is owed. The condition to
the Offer relating to the delivery of the payoff letters has been
satisfied.
At 12:00 midnight, New York City time, at the end of Monday, Nov.
28, 2016, the Offer expired as scheduled. Computershare Trust
Company, N.A., the depositary for the Offer, has advised the
Purchaser that, as of the expiration of the Offer, approximately
15,422,809 Shares were validly tendered and not validly withdrawn
pursuant to the Offer, representing approximately 81.70% of the
outstanding Shares (determined on a fully diluted basis). As a
result, the Minimum Tender Condition has been satisfied. In
addition, the Depositary has also advised Purchaser that, as of
such time, 10,000 Shares were tendered through Notices of
Guaranteed Delivery that had not been delivered in settlement or
satisfaction of such guarantee, representing approximately 0.05% of
the outstanding Shares (determined on a fully diluted basis). All
Shares that were validly tendered and not validly withdrawn
pursuant to the Offer have been accepted for payment (other than
Shares tendered through Notices of Guaranteed Delivery that had not
been delivered in settlement or satisfaction of such guarantee
prior to such acceptance), and the Purchaser will promptly pay for
such Shares.
The Purchaser intends to exercise its option to purchase from Trans
Energy the number of additional Shares to cause the Purchaser to
own one share more than 90% of the Shares then outstanding
(determined on a fully diluted basis and assuming the issuance of
Top-Up Shares) at a price per Share equal to the Offer Price.
Based on the number of Shares validly tendered (excluding Shares
tendered through Notices of Guaranteed Delivery that have not been
delivered in settlement or satisfaction of such guarantee prior to
acceptance of the validly tendered Shares pursuant to the Offer),
the Purchaser expects to exercise the Top-Up Option for
approximately 15,675,000 Shares.
As a result of the acceptance for payment of Shares in the Offer
and the Top-Up Shares to be issued pursuant to the Top-Up Option,
the Purchaser and EQT will have sufficient voting power to approve
the Merger without the affirmative vote of any other stockholder of
Trans Energy . Accordingly, the Purchaser and EQT intend to effect
a "short form" merger under Nevada law in which the Purchaser is
merged with and into Trans Energy, with Trans Energy surviving the
Merger and continuing as a wholly owned subsidiary of EQT. In the
Merger, each Share issued and outstanding immediately prior to the
effective time of the Merger (other than (i) shares of common stock
held by Trans Energy or any of its wholly owned subsidiaries as
treasury stock or owned by EQT or any of its subsidiaries,
including the Purchaser, all of which will be cancelled and shall
cease to exist, and (ii) Dissenting Shares, if any) will be
converted into the right to receive an amount in cash equal to the
Offer Price, less any required withholding tax. All shares
converted into the right to receive the Merger Consideration shall
automatically be canceled and cease to exist.
About Trans Energy
St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas. Its
operations are presently focused in the State of West Virginia.
Trans Energy reported a net loss of $19.6 million on $12.4 million
of total operating revenues for the year ended Dec. 31, 2015,
compared to a net loss of $12.5 million on $27.2 million of total
operating revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Trans Energy had $77.93 million in total
assets, $149.4 million in total liabilities and a total
stockholders' deficit of $71.48 million.
Maloney + Novotny LLC, in Cleveland, Ohio, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has generated
significant losses from operations and has a working capital
deficit of $116,998,273 at Dec. 31, 2015, which together raises
substantial doubt about the Company's ability to continue as a
going concern.
ULTIMATE AVT: Court Allows Use of FUBTC Cash on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Ultimate AVT, Inc., to use First United Bank and Trust
Company's cash collateral on a final basis.
First United Bank consented to the Debtor's use of cash
collateral.
The Debtor is indebted to First United Bank, pursuant to two U.S.
Small Business Administration Loans. SBA Loan #1 is for the amount
of $495,000, and SBA Loan #2 is for the amount of $150,000. SBA
Loan #1 is secured by all the Debtor's equipment, inventory, and
accounts, as well as all property, assets, rights and interest in
the Debtor's property. SBA Loan #2 is secured by certain items of
additional equipment.
The Court previously authorized the Debtor to use cash collateral
in which First United Bank asserted a lien position, on an interim
basis, for payroll in the amount of $6,250; insurance in the amount
of $1,660; and rent in the amount of $3,380.
The Court acknowledged that other than income generated from the
collateral, the Debtor has no unencumbered cash. The Court further
acknowledged that the Debtor's use of cash collateral is necessary
to avoid immediate and irreparable harm to the Debtor, the
Collateral, and its creditors.
The Debtor is ordered to close all prepetition accounts containing
cash collateral, and transfer and consolidate its funds in its Cash
Collateral Account at Bank of America. The Debtor is further
ordered to deposit into the Cash Collateral Account all other cash
collateral presently in the Debtor's possession or control, and all
cash collateral generated or received after the Petition Date.
First United Bank is granted valid and automatically perfected
first and second priority replacement liens and security interests
in the collateral and all the Debtor's properties and assets.
The Debtor's right to use cash collateral will end on March 16,
2017, or the occurrence of:
(a) 10 days following either First United Bank's delivery of a
notice of a breach by the Debtor of any obligation under the Agreed
Final Order or Stipulation between the parties, which breach
remains uncured or continues to exist at the end of the 10-day
notice period;
(b) Conversion of the Debtor's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code;
(c) The appointment of a trustee pursuant to Section 1104 of
the Bankruptcy Code;
(d) The entry of any order modifying, reversing, revoking,
staying, rescinding, vacating or amending the Agreed Final Order
without the express prior written consent of First United Bank;
and
(e) The lifting of the automatic stay for any party other than
First United Bank and/or any party foreclosing or otherwise seeking
to enforce any lien or other right such other party may have in and
to any property of the Debtor's estate upon which First United Bank
holds or asserts a lien or security interest.
A full-text copy of the Agreed Final Order, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/UltimateAVT2016_1634140sgj11_21.pdf
First United Bank and Trust Company is represented by:
William Riley Nix, Esq.
NIX LAW FIRM
717 N. Crockett Street
Sherman, TX 75090
Telephone: (903) 870-0212
E-mail: Riley_Nix@yahoo.com
About Ultimate AVT, Inc.
Ultimate AVT, Inc., filed a voluntary Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-34140) on Oct. 25, 2016. The petition was
signed by Wes Weisheit, president. The Debtor is represented by
Eric A. Liepins, Esq., at Eric A. Liepins, P.C. The Debtor
estimated assets at $100,001 to $500,000 and liabilities at
$500,001 to $1 million at the time of the filing.
UMATRIN HOLDING: Amends 100 Million Shares Prospectus with SEC
--------------------------------------------------------------
Umatrin Holding Limited filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offering of 100,000,000 shares of its common stock at a fixed
price of $.02 per share. There is no minimum number of shares that
must be sold by the Company for the offering to close, and
therefore the Company may receive no proceeds or very minimal
proceeds from the offering. As such, potential investors may end
up obtaining shares in a company that may not receive enough
proceeds from the offering to begin operations or where there may
be no market for its shares.
The Company will retain the proceeds from the sale of any of the
offered shares that are sold. The offering is being conducted on a
self-underwritten, best efforts basis, which means its president,
Dato' Liew Kok Hong, and vice president, Dato' Sri Warren Eu Hin
Chai, will be responsible for the sale of the shares. This
prospectus will permit the Company's president and vice president
to sell the shares directly to the public, with no commission or
other remuneration payable to them for any shares they may sell.
The Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective.
The offering will terminate upon the earlier to occur of: (i) the
sale of all 100,000,000 shares being offered, or (ii) 120 days
after this registration statement is declared effective by the
Securities and Exchange Commission. However, the Company may
extend the offering for up to 120 days following the 120 days
offering period.
The Company's common stock is currently listed on the OTCQB under
the symbol "UMHL". The Company's stock is thinly traded and there
is no active trading market developed for its shares of common
stock.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/yzRY9N
About Umatrin
Umatrin Holding Limited (formerly known as Golden Opportunities
Corporation) was incorporated in the state of Delaware on Feb. 2,
2005. The Company was originally incorporated in order to locate
and negotiate with a targeted business entity for the combination
of that target company with the Company.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $140,962 on $1.37 million of sales compared to a net
loss of $958,495 on $2.56 million of sales for the same period
during the prior year.
As of Sept. 30, 2016, Umatrin had $1.79 million in total assets,
$1.47 million in total liabilities and $325,316 in total equity.
Yichien Yeh, CPA, in Oakland Gardens, New York, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
accumulated deficit of $2,384,996 as of Dec. 31, 2015, that include
loss of $364,077 for the eleven months ended Dec. 31, 2015. These
factors raise substantial doubt about its ability to continue as a
going concern.
VALUEPART INC: Court Allows Cash Collateral Use on Interim Basis
----------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized ValuePart, Incorporated to
use cash collateral on an interim basis.
The Debtor named ACF FinCo I LP, its senior lender, and Skokie
Investrade, Inc., its junior lenders, as the secured creditors with
interests in the cash collateral.
Judge Hale acknowledged that the operating expenses proposed to be
paid by the Debtor are reasonable and necessary to prevent
irreparable injury, loss, or damage to the Debtor's estate. He
further acknowledged that the Debtor's use of cash collateral will
allow for the continued operation of the Debtor's existing business
and preserve value for all constituents.
The approved budget covered the period beginning with the week
ending Nov. 19, 2016 and ending on the week ending Dec. 3, 2016.
The Budget projected total operational disbursements in the amount
of $1,399,160 for the week ending Nov. 19, 2016; $1,053,588 for the
week ending Nov. 26, 2016, and $1,249,231 for the week ending
December 3, 2016.
The adequate protection granted to the secured creditors are:
(1) From the Petition Date until such time as the Debtor no
longer uses the senior lender's cash collateral, the Debtor will
deliver to the senior lender, timely and current monthly payments
of accrued interest at the non-default rate.
(2) The secured creditors are each granted replacement liens
and security interests in all of the Debtor's assets, in the same
nature, extent, priority, and validity that such liens, existed on
the Petition Date, in the amount equal to the aggregate diminution
in value of the prepetition collateral, to the extent of their
interests therein.
The Debtor's right to use cash collateral will end at the earlier
of the last day of the time period set forth in the approved Budget
or a final hearing on the Debtor's Motion to use cash collateral.
A full-text copy of the Interim Order, dated Nov. 28, 2016, is
available at
http://bankrupt.com/misc/ValuepartInc2016_1634169hdh11_98.pdf
ACF FinCo I LP is represented by:
Keith Aurzada, Esq.
BRYAN CAVE
2200 Ross Avenue, Suite 3300
Dallas, TX 75201
Email: keith.aurzada@bryancave.com
About ValuePart Incorporated
ValuePart, Incorporated is a Chicago-based distributor of high
quality, competitively priced, aftermarket replacement parts for
off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. The Debtor operates from 8
locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia,
Vancouver and Toronto, and employs approximately 70 employees.
Although headquartered in Vernon Hills, Illinois, the Debtor's
largest distribution center is located in Dallas, Texas.
ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169), on October 27, 2016. The petition was
signed by Isa Passini, vice president. The case is assigned to
Judge Harlin DeWayne Hale. The Debtor is represented by Marcus
Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq.,
at Gardere Wynne Sewell LLP.
The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the
Debtor's Claims and Noticing Agent is Upshot Services LLC.
At the time of filing, the Debtor estimated both assets and
liabilities at $10 million to $50 million.
VALUEPART INC: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
The Office of the U.S. Trustee on November 30 appointed three
creditors of ValuePart, Incorporated to serve on the official
committee of unsecured creditors.
The committee members are:
(1) Federal-Mogul
Michael Duffy
North America Credit Manager
27300 West 11 Mile Road
Southfield, MI 48033
Phone: 248-354-1491
Fax: 248-354-8159
Email: michael.duffy@federalmogul.com
(2) Kunshan Taiheiya Precision Machinery
K Yoshida
President and Chairman of Board
No. 588, Shengguang Road
Shipai Business Administration Park
Bacheng, Kunshan, Jiangsu, China
Email: kyoshida@taiheiyo-seiki.co.jp
Email: keijiyoshida0213@outlook.jp
(3) Pukdoo Industrial Co., Ltd
Seungwoo Lee
General Manager
90, Beonnyeong-Ro Danwon-Gu
Ansan-Si, Gyeonggi-Do
Korea 15416
Phone: +82-31-433-4521
Fax: +82-31-432-4450
Email: pukdoo@pukdoo.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About ValuePart, Incorporated
ValuePart, Incorporated is a Chicago-based distributor of high
quality, competitively priced, aftermarket replacement parts for
off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. The Debtor operates from 8
locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia,
Vancouver and Toronto, and employs approximately 70 employees.
Although headquartered in Vernon Hills, Illinois, the Debtor's
largest distribution center is located in Dallas, Texas.
ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169), on October 27, 2016. The petition was
signed by Isa Passini, vice president. The case is assigned to
Judge Harlin DeWayne Hale. The Debtor is represented by Marcus
Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq.,
at Gardere Wynne Sewell LLP.
The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the
Debtor's Claims and Noticing Agent is Upshot Services LLC.
At the time of filing, the Debtor estimated both assets and
liabilities at $10 million to $50 million.
VANGUARD NATURAL: Files Unaudited Pro Forma Financial Information
-----------------------------------------------------------------
On Oct. 5, 2015, Vanguard Natural Resources, LLC completed the
transactions contemplated by the Purchase Agreement and Plan of
Merger, dated as of April 20, 2015, by and among Vanguard,
Lighthouse Merger Sub, LLC, Vanguard's wholly owned subsidiary,
Lime Rock Management LP, Lime Rock Resources A, L.P., Lime Rock
Resources B, L.P., Lime Rock Resources C, L.P., Lime Rock Resources
II-A, L.P., Lime Rock Resources II-C, L.P., and, together with LRR
A, LRR B, LRR C, LRR II-A and LR Management, (the "GP Sellers"),
LRR Energy, L.P. and LRE GP, LLC, the general partner of LRE.
Pursuant to the terms of the LRE Merger Agreement, LRE Merger Sub
was merged with and into LRE, with LRE continuing as the surviving
entity and as Vanguard's wholly owned subsidiary, and, at the same
time, Vanguard acquired all of the limited liability company
interests in LRE GP from the GP Sellers in exchange for common
units representing limited liability company interests in Vanguard.
Under the terms of the LRE Merger Agreement, each common unit
representing interests in LRE was converted into the right to
receive 0.550 newly issued Vanguard common units.
As consideration for the LRE Merger, Vanguard issued approximately
15.4 million Vanguard common units valued at $123.3 million based
on the closing price per Vanguard common unit of $7.98 at October
5, 2015 and assumed $290.0 million in debt. The debt assumed was
extinguished using borrowings under the Company’s Reserve-Based
Credit Facility following the close of the LRE Merger. As
consideration for the purchase of the limited liability company
interests in LRE GP, Vanguard issued 12,320 Vanguard common units.
The LRE Merger was completed following approval, at a Special
Meeting of LRE unitholders on Oct. 5, 2015, of the LRE Merger
Agreement and the LRE Merger by holders of a majority of the
outstanding LRE Common Units.
On Oct. 8, 2015, Vanguard completed the transactions contemplated
by the Agreement and Plan of Merger, dated as of May 21, 2015, by
and among Vanguard, Talon Merger Sub, LLC, Vanguard's wholly owned
subsidiary, Eagle Rock Energy Partners, L.P. and Eagle Rock Energy
GP, L.P. Pursuant to the terms of the Eagle Rock Merger Agreement,
Eagle Rock Merger Sub was merged with and into Eagle Rock with
Eagle Rock continuing as the surviving entity and as Vanguard’s
wholly owned subsidiary.
Under the terms of the Eagle Rock Merger Agreement, each common
unit representing limited partner interests in Eagle Rock was
converted into the right to receive 0.185 newly issued Vanguard
common units or, in the case of fractional Vanguard common units,
cash (without interest and rounded up to the nearest whole cent).
As consideration for the Eagle Rock Merger, Vanguard issued
approximately 27.7 million Vanguard common units valued at $258.3
million based on the closing price per Vanguard common unit of
$9.31 at Oct. 8, 2015, and assumed $156.6 million in debt. The
Company extinguished $122.3 million of the debt assumed using
borrowings under its Reserve-Based Credit Facility following the
close of Eagle Rock Merger.
The Eagle Rock Merger was completed following (i) approval by
holders of a majority of the outstanding Eagle Rock common units,
at a Special Meeting of Eagle Rock unitholders on Oct. 5, 2015, of
the Eagle Rock Merger Agreement and the Eagle Rock Merger and (ii)
approval by Vanguard unitholders, at Vanguard's 2015 Annual Meeting
of Unitholders, of the issuance of Vanguard common units to be
issued as Eagle Rock Merger Consideration to the holders of Eagle
Rock common units in connection with the Eagle Rock Merger.
The pro forma financial statements have been prepared using the
acquisition method of accounting for business combinations under
U.S. GAAP. Under the acquisition method of accounting, the assets
acquired and liabilities assumed from LRE and Eagle Rock were
recorded as of the acquisition date at their respective fair
values.
On May 19, 2016, pursuant to a Purchase and Sale Agreement dated
March 29, 2016, Vanguard, and its wholly owned subsidiary Vanguard
Operating, LLC, completed the divestiture of natural gas, oil and
natural gas liquids assets in the SCOOP/STACK area in Oklahoma to
NonOp Solutions III, L.P. and NonOp Solutions IV LP, entities
managed by Titanium Exploration Partners, LLC for an adjusted
purchase price of $270.5 million with an effective date of Jan. 1,
2016. The Company used $268.4 million of the cash received to
reduce borrowings under our reserve-based credit facility and $2.1
million to pay for some of the transaction fees related to the
sale.
The SCOOP/STACK Divestiture was treated as a recovery of costs and
therefore was recorded as an adjustment to oil and natural gas
properties, with no gain or loss recognized. Vanguard determined
that the resulting adjustment did not significantly alter the
relationship between the remaining oil and natural properties and
the related proved reserves of its reporting unit.
The historical financial information included in the columns
entitled "Historical Vanguard" was derived from the unaudited
financial statements included in Vanguard's Quarterly Report on
Form 10-Q for the quarter ended Sept. 30, 2016, and the audited
financial statements in Vanguard's Annual Report on Form 10-K for
the year ended Dec. 31, 2015.
Vanguard's unaudited pro forma combined statement of operations for
the nine months ended Sept. 30, 2016, and year ended Dec. 31, 2015,
have been presented based on Vanguard's statements of operations,
and reflect the pro forma operating results attributable to the LRE
Merger, the Eagle Rock Merger and the SCOOP/STACK Divestiture, as
if the LRE Merger, the Eagle Rock Merger, the SCOOP/STACK
Divestiture and the related transactions had occurred on Jan. 1,
2015.
A full-text copy of the regulatory filing is available at:
https://is.gd/3b0DrM
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
As of Sept. 30, 2016, Vanguard had $1.54 billion in total assets,
$2.28 billion in total liabilities and a total members' deficit of
$736.8 million.
* * *
In August 2016, S&P Global Ratings raised the corporate credit
rating on Houston-based exploration and production company Vanguard
to 'CCC-' from 'SD'. "The rating action follows Vanguard's partial
exchange of its 7.875% unsecured notes maturing in 2020 for new 7%
senior secured second-lien notes maturing in 2023 at less than
par," said S&P Global Ratings analyst David Lagasse. "We viewed
this transaction as a distressed exchange."
VERNUS GROUP: Unsecureds to Recover 80% Under Plan
--------------------------------------------------
Vernus Group Corp. filed with the U.S. Bankruptcy Court for the
District of Puerto Rico an amended disclosure statement explaining
its plan of reorganization, a full-text copy of which is available
at:
http://bankrupt.com/misc/prb15-09339-215.pdf
Class 1 Non-Insider General Unsecured Claims are impaired under the
Plan. Holders of Allowed Non-Insider General Unsecured Claims,
excluding the claims of Debtor's insiders, will be paid in full
satisfaction of their claims, as the claims may be reduced and/or
negotiated, or as finally determined by the Bankruptcy Court, 80%
thereof on a pro-rata basis from the proceeds of the Sale of
Inventory and the Avoidance Actions upon their conclusion.
Class 2 Insider General Unsecured Claims are impaired under the
plan. These claims will not receive any dividends for their allowed
claims from the proceeds of the Sale of Assets, the Avoidance
Actions, and the Sale of Inventory.
In order to provide feasibility to the Plan, Debtor will proceed
with the following actions to fund the same: (a) the sale of
substantially all of its Assets, pursuant to Section 363 of the
Bankruptcy Code, free and clear of all liens, claims, interests and
encumbrances, for not less than $300,000.00; (b) the Sale of
Inventory; and (c) the prosecution of the Avoidance Actions
totaling $260,000.00.
About Vernus Group
Vernus Group Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 15-09339) on November 25,
2015. The petition was signed by Jose Rafael Hernandez, chairman
and president.
The case is assigned to Judge Brian K. Tester.
At the time of the filing, the Debtor disclosed $3.69 million in
assets and $225,686 in liabilities.
VRG LIQUIDATING: Wants Until March 14 to File Chapter 11 Plan
-------------------------------------------------------------
VRG Liquidating, LLC and its affiliated Debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods for filing a chapter 11 plan and soliciting
acceptances of the plan to March 14, 2017 and May 15, 2017,
respectively.
The Debtors currently have until December 14, 2016 to file a
chapter 11 plan, and until February 14, 2017, to solicit
acceptances to the plan.
The Debtors relate that they have sold substantially all of their
assets to Vestis Investments II, LLC. The Debtors further relate
that the Sale closed on July 18, 2016.
The Debtors contend that they are currently working with the
Official Committee of Unsecured Creditors, the Buyer and other
parties in interest to bring the Cases to an orderly, consensual,
and efficient conclusion. The Debtors further contend that they
and the Committee filed the Plan in advance of the expiration of
the existing Plan Period.
The Debtors' current Plan confirmation timetable proposes, among
other things, that:
(i) the Debtors begin soliciting votes on the Plan in January
2017;
(ii) the deadline to vote on the Plan be set for February 22,
2017; and
(iii) the Plan confirmation hearing be set for March 1, 2017.
The Debtors submit that the requested extensions of the Exclusive
Periods are appropriate and in harmony with this confirmation
timetable.
About VRG Liquidating, LLC.
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0 to
$50,000 and debts of $100 million to $500 million. The petitions
were signed by Thomas A. Kennedy as secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants,
LLC, as their claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.
WAFERGEN BIO-SYSTEMS: Effects a 1-for-5 Reverse Stock Split
-----------------------------------------------------------
WaferGen Bio-systems, Inc., announced that a 1-for-5 reverse stock
split of its outstanding common stock was effective at 4:01 p.m.
Pacific Time on Nov. 28, 2016. The reverse stock split is intended
to increase the per share trading price of the Company's common
stock to satisfy the $1.00 minimum bid price requirement for
continued listing on the NASDAQ Capital Market.
The Company's common stock will commence trading on a
split-adjusted basis on the NASDAQ Capital Market when the market
opens on Nov. 29, 2016. The trading symbol for the common stock
will remain "WGBS". The new CUSIP number for the Company's common
stock following the reverse stock split is 93041P 506.
As a result of the reverse stock split, every five shares of issued
WaferGen common stock will be combined into one issued and
outstanding share of common stock without any change in the par
value of the shares. In lieu of issuing fractional shares in
connection with the reverse stock split, the company will round
fractional shares up to the next whole share. Proportionate voting
rights and other rights of common stockholders will not be affected
by the reverse stock split.
The reverse stock split reduced the number of issued and
outstanding shares of WaferGen common stock from approximately 18.9
million to approximately 3.8 million. The reverse stock split did
not change the authorized number of shares of common stock or
preferred stock of the company or the par value of the company's
common stock or preferred stock, but it did result in a
proportionate adjustment to the per share exercise price and the
number of common shares issuable upon the exercise of outstanding
warrants and stock options, the number of common shares issuable
upon the exercise of outstanding preferred shares, and the number
of shares of common stock eligible for issuance under the company's
2008 Stock Incentive Plan. Stockholders approved the reverse split
at the company's 2016 annual meeting of stockholders, held on May
25, 2016.
Rolland Carlson, WaferGen's chief executive officer, said, "We
expect this reverse split will allow us to satisfy NASDAQ's minimum
bid price requirement and to cure the previously announced
potential delisting issue related to that issue."
Stockholders who hold their shares in brokerage accounts or "street
name" will not be required to take any action to effect the
exchange of their shares. Holders of share certificates will
receive instructions from the company’s transfer agent,
Continental Stock Transfer & Trust Company, regarding the process
for exchanging their shares. Continental Stock Transfer & Trust
Company can be reached at (917) 262-2378.
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen reported a net loss attributable to common stockholders of
$19.99 million on $7.16 million of total revenue for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $10.7 million on $6 million of total revenue for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Wafergen had $11.39 million in total assets,
$7.72 million in total liabilities and $3.66 million in total
stockholders' equity.
WAFERGEN BIO-SYSTEMS: Opaleye Mgt. Holds 5.12% Stake as of Nov. 17
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Opaleye Management Inc. disclosed that as of Nov. 17,
2016, it beneficially owns 970,000 shares of common stock of
WaferGen Bio-systems Inc. which represents 5.12 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/TngVWw
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen reported a net loss attributable to common stockholders of
$19.99 million on $7.16 million of total revenue for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $10.7 million on $6 million of total revenue for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Wafergen had $11.39 million in total assets,
$7.72 million in total liabilities and $3.66 million in total
stockholders' equity.
WAFERGEN BIO-SYSTEMS: Silverman Reports 5.26% Stake as of Nov. 17
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, James Silverman disclosed that as of Nov. 17, 2016, he
beneficially owns 995,000 shares of common stock of WaferGen
Bio-systems Inc. which represents 5.26 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at https://is.gd/zEodiQ
About WaferGen Bio-systems
Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research. Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.
WaferGen reported a net loss attributable to common stockholders of
$19.99 million on $7.16 million of total revenue for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $10.7 million on $6 million of total revenue for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Wafergen had $11.39 million in total assets,
$7.72 million in total liabilities and $3.66 million in total
stockholders' equity.
WELLCARE HEALTH: Moody's Affirms Ba2 Senior Unsecured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed WellCare Health Plans,
Inc.'s (WellCare, NYSE:WCG) Ba2 senior unsecured debt rating and
the Baa2 insurance financial strength rating of WellCare of
Florida, Inc. following WellCare's announcement that it plans to
acquire Universal American (UAM, unrated), a health insurer
focusing on Medicare Advantage business, in an all-cash transaction
valued at approximately $800 million. The outlook on WellCare's
ratings remains stable.
Under the terms of the planned transaction, WellCare will use
existing cash on hand to acquire UAM for approximately $600 million
and expects to pay an additional $200 million to retire UAM's
remaining capital structure comprising its outstanding preferred
shares and convertible notes. WellCare had $888 million in cash at
its holding company at September 30, 2016. The transaction, which
is subject to regulatory approvals, is expected to close in the
second quarter of 2017.
RATING RATIONALE
The affirmation of WellCare's ratings, with a stable outlook,
reflects Moody's view that the acquisition provides WellCare with
UAM's product-specific expertise and infrastructure in managing a
profitable, mainstream Medicare business. UAM's profitability is
also supported by its non-risk Accountable Care Organization (ACO)
business which provides unregulated cash flows. Furthermore, about
70% of UAM's Medicare membership (about 114,000) is in 4-star or
higher rated plans, which is meaningfully better than WellCare's
current Medicare star ratings.
The UAM transaction is expected to increase WellCare's total
medical membership, excluding Medicare Part D, only modestly (about
4%), largely in Texas and New York; however, medical membership in
WellCare's Medicare segment will increase by about 34%. While the
UAM acquisition carries some integration risk, we expect that
WellCare will likely adopt the UAM franchise as the basis for its
Medicare Advantage business.
The UAM acquisition is Wellcare's third announced transaction this
year. In October, the company announced that it would acquire
Care1st Health Plan Arizona, Inc. for $157 million in cash,
comprising 114,000 largely Medicaid members. The transaction is
expected to close in early 2017, subject to regulatory approvals.
On June 1, Wellcare completed its purchase of certain assets of
Advicare Corp., a managed care organization that provides Medicaid
benefits in South Carolina to about 32,500 members.
"We expect that business acquisitions will continue to figure
prominently in Wellcare's membership growth strategy for Medicare
and Medicaid, as well as the company's expanding geographic
diversity." Moody's said. That said, given the focus on integrating
the new businesses and the transaction's significant consumption of
holding company cash, we expect it is less likely that Wellcare
will transact sizable, debt-financed acquisitions in the near
term.
WellCare's pro forma financial leverage and coverage metrics will
remain largely unchanged given the all-cash transaction. Adjusted
financial leverage was 36.9% at 30 September 2016, which is within
expectations for WellCare's ratings. Following the UAM acquisition,
we expect the company will continue to maintain solid holding
company liquidity in support of obligations, including
approximately $55 million in annual interest payments.
WellCare's ratings reflect the company's good financial profile,
characterized by adequate operating earnings, and strong cash flow
including a stream of unregulated cash flows from management fees.
However, the rating also reflects a somewhat weaker business
profile, largely the result of the exclusive focus on the Medicare
and Medicaid segments with about 65% of the company's premium
revenue from Medicaid contracts.
RATING DRIVERS
The rating agency said that WellCare's ratings could be upgraded
if: the company has geographical expansion of its Medicaid and
Medicare products; Cash flow coverage ratio improves to at least
6x; Consolidated risk-based capital ratio (RBC) is maintained at
least at 200% of company action level; Debt to EBITDA is 1.5 x or
lower.
Moody's added that on the other hand, the following could result in
a rating downgrade: Loss or impairment of one of the company's
major government contracts; Negative EBITDA for any twelve month
period; Debt to EBITDA in excess of 3x; Consolidated risk-based
capital (RBC) ratio below 150% of company action level.
The following ratings were affirmed:
-- WellCare Health Plans, Inc. -- senior unsecured debt rating
at Ba2; senior unsecured shelf rating at (P)Ba2;
subordinated shelf rating at (P)Ba3; preferred shelf rating
at (P)B1 and preferred shelf non-cumulative rating at (P)B1.
-- WellCare of Florida, Inc. -- insurance financial strength
rating at Baa2.
The principal methodology used in these ratings was U.S. Health
Insurance Companies published in May 2016.
WellCare Health Plans, Inc. is headquartered in Tampa, Florida. For
the first nine months of 2016, the company reported approximately
$10.7 billion in total revenue. As of September 30, 2016
shareholders' equity was $1.9 billion and total medical membership
(excluding Medicare Part D) was approximately 2.8 million members.
WILLIAMS FLAGGER: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Dec. 1, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Williams Flagger
Logistics, LLC.
Williams Flagger Logistics, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 16-23882) on October 17, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro
Valencik.
Y&K SUN: CK Acquisitions Buying JCRS Property for $4.4 Million
--------------------------------------------------------------
Y&K Sun, Inc., asks the U.S. Bankruptcy Court for the District of
Colorado to authorize the sale of its interest in a portion of the
JCRS shopping center located at 6451-6579 West Colfax Avenue in
Lakewood, Colorado ("JCRS Property"), to CK Acquisitions, LLC, for
$4,400,000.
In 2006, Y&K purchased the JCRS Property. The Casa Bonita
restaurant is located on the portion that Y&K did not purchase.
The purchase was financed in part with a $3,000,000 loan from First
National Bank ("FNB"). The portion of the JCRS Property owned by
Y&K consists of approximately 42,000 square feet of retail space
divided into 15 units, 12 of which (comprising approximately 29,000
square feet) are occupied by tenants. The JCRS Property is Y&K's
sole material asset.
As of July 2015, the JCRS Property had an appraised value of
$4,630,000, and with certain repairs, changes to the existing
leases and leasing vacant space, it was estimated by an appraiser
to be worth $6,200,000. Y&K receives approximately $43,000 per
month in rent.
The JCRS Property is subject to a Deed of Trust for the benefit of
FNB ("FNB DOT"), which secures a promissory note in the original
amount of $3,000,000, as amended by Change in Terms Agreements
("FNB Note"). The FNB Note is also secured by an Assignment of
Rents against the JCRS Property ("FNB Assignment"). The FNB DOT
was recorded on July 13, 2006, and the FNB Assignment was recorded
on July 10, 2009, in the real property records of the Clerk
Recorder of Jefferson County, Colorado.
The current amount Y&K owes on the FNB Note is approximately
$2,488,000. Y&K is current on its payments to FNB, which includes
an escrow for real estate taxes and insurance. The Loan from FNB
to Y&K matures April 3, 2017.
In addition to the lien created by the FNB DOT, Y&K's interest in
the JCRS Property is subject to other liens, encumbrances, and
interests. Y&K seeks to sell its interest in the JCRS Property
free and clear of any lien, encumbrance, or interest not identified
on the title commitment, and any interest that might be created by
the lis pendens recorded by Wongjoong and Yoonee Kim on Nov. 13,
2015 ("Designated Liens, Claims, Encumbrances, and Interests").
Y&K and CK Acquisitions entered into Sale Agreement for the sale
the Debtor's its interest in the JCRS Property.
The salient terms of the Agreement are:
a. Purchase Price: $4,400,000
b. Purchased Asset: JCRS Property
c. Terms: "As Is"
d. Earnest Money: $50,000
e. Due Diligence: Due diligence period of 75 days from
execution of the Sale Agreement (subject to certain conditions with
shorter time deadlines).
f. Closing: March 1, 2017
In August 2016, the Buyer and Y&K previously entered into a
contract for the Buyer to purchase the JCRS Property, subject to
overbids ("Previous Sale Agreement"). The Court approved the
Previous Sale Agreement. The Buyer terminated that contract during
its due diligence period, the $50,000 earnest money was returned to
Buyer, and Y&K did not receive any higher bids for the JCRS
Property.
The material changes to the Agreement from the Previous Agreement
are:
a. The Sale Agreement is not subject to higher bids and no
auction will be conducted; and
b. The purchase price is not subject to a potential credit to
the Buyer for the condition of HVAC, windows, and the roof at the
JCRS Property.
A copy of the Agreement and the Designated Liens, Encumbrances, and
Interests attached to the Motion is available for free at:
http://bankrupt.com/misc/Y&K_Sun_149_Sales.pdf
Upon closing a sale to the Buyer, the proposed order provides that
the net proceeds payable to Y&K will be held in escrow at Stewart
Title, which is the title company selected by Y&K and the Buyer.
A sale of the JCRS Property is in the best interest of the estate
and all creditors. Y&K's motive in selling its interest in the
JCRS Property is to pay creditors. The proposed sale of Y&K's
interest in the JCRS Property is in the best interests of all
creditors. Accordingly, Y&K asks the Court to approve the sale of
its interest in the JCRS Property free and clear of the Designated
Liens, Encumbrances, and Interests.
The Purchaser:
CK ACQUISITIONS, LLC
c/o Colorado Corporate Agents, LLC
303 East 17th Avenue, Suite 800
Denver, CO 80203
The Purchaser is represented by:
THOMAS F. QUINN, P.C.
303 East 17th Avenue, Suite 800
Denver, CO 80203
About Y&K Sun
Y&K Sun, Inc., sought Chapter 11 protection (Bankr. D. Colo. Case
No. 16-14761) on May 12, 2016. The case judge is Hon. Howard R.
Tallman. The Debtor is represented by Andrew D. Johnson, Esq., at
Oonsager Guyerson Fletcher Johnson. The Debtor estimated
$1 million to $10 million in assets and debt.
YBRANT MEDIA: Unsecureds To Get Full Payment in 12 Months
---------------------------------------------------------
Ybrant Media Acquisition, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York a disclosure statement
and accompanying plan of reorganization dated November 4, 2016, a
full-text copy of which is available at:
http://bankrupt.com/misc/nysb16-10597-31.pdf
Under the November 4 Plan, Class 2 Non-insider Unsecured Claims are
impaired. The Debtor will pay the Holders of Allowed Unsecured
Claims of Non-Insiders (a) in full from Available Cash in 12
consecutive, monthly installments without interest commencing on
(i) the Effective Date or (ii) 10 business days after the Unsecured
Claim becomes an Allowed Unsecured Claim or (b) upon such terms as
may exist under an agreement between such Holder and the Debtor or
Reorganized Debtor. Class 3 Insider Unsecured Claims are impaired.
The Debtor will pay the Holders of Allowed Unsecured Claims of
Insiders (a) in full from Available Cash in 24 consecutive, monthly
installments without interest commencing on (i) the Effective Date
or (ii) 10 business days after such Unsecured Claim becomes an
Allowed Unsecured Claim or (b) upon such terms as may exist under
an agreement between such Holder and the Debtor or Reorganized
Debtor.
The Debtor filed an Amended Disclosure Statement dated November 21,
a full-text copy of which is available at:
http://bankrupt.com/misc/nysb16-10597-37.pdf
The Amended Disclosure Statement provides that the Debtor will pay
the holders of Class 2 Non-Insider Unsecured Claims -- estimated at
$165,000 -- (a) in full from available cash in 12 consecutive,
monthly installments without interest commencing on (i) the
Effective Date or (ii) 10 business days after the unsecured claim
becomes an allowed unsecured claim or (b) upon the terms as may
exist under an agreement between the holder and the Debtor or
Reorganized Debtor. Class 2 is impaired by the Plan and entitled
to vote to accept or reject it.
Suresh K. Reddy, as chief executive officer of Ybrant Digital, has
negotiated a senior secured debt financing of up to the principal
amount of $150,000,000 with White Oak and intends to allocate a
portion of the financing to fund the Debtor's plan of
reorganization.
On Oct. 7, 2016, Ybrant Digital executed a letter agreement with
White Oak, which White Oak characterizes as "[setting] forth a
general overview of the preliminary terms and conditions concerning
a potential secured financing for Lycos Internet" in the amount of
$150,000,000. The letter agreement memorializes the parties'
intent to close the financing in approximately eight weeks from
Oct. 3, 2016, and there are customary conditions precedent,
including, without limitation, White Oak's satisfaction with due
diligence and the execution of definitive documentation. The
letter agreement provides for the negotiation, preparation, and
execution of a "Summary of Indicative Terms and Provisions" prior
to the execution of the definitive documentation. Lycos Internet
has paid White Oak a "Due Diligence Deposit" of $100,000 and White
Oak's due diligence is underway.
The Plan contemplates the use of the Ybrant Digital Funding to pay
the Claims of the Debtor’s creditors.
About Ybrant Media
Ybrant Media Acquisition, Inc., was incorporated in 2007 and is a
wholly-owned subsidiary of Ybrant Digital Limited, a global
digital
marketing company organized under the laws of India, whose shares
are publicly traded on the Bombay Stock Exchange and the National
Stock Exchange of India. The Debtor was created for the purpose
of
purchasing and managing the assets of Internet and media-related
businesses.
Ybrant Media filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-10597) on March 14, 2016. The petition was
signed by Suresh K. Reddy as chief executive officer. The
Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million. Rosen & Associates, P.C.,
serves
as the Debtor's counsel.
YOGI CARPET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Yogi Carpet & Tile, Inc.
dba D'Best Carpet & Tile
dba D'Best Floorz & More
7309 East Colonial Drive
Orlando, FL 32807
Case No.: 16-07776
Chapter 11 Petition Date: November 30, 2016
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
P.O. Box 3353
Orlando, FL 32802-3353
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: jluna@lseblaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dario Hernandez, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb16-07776.pdf
Z BEST RENTALS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Z Best Rentals, Inc. as of Nov.
30, according to a court docket.
Z Best Rentals, Inc., based in Palm Coast, Florida, filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 16-03586) on Sept. 23, 2016.
The petition was signed by Sherry Arnett, president.
The Debtor is in the business of renting household furnishings and
appliances. The Debtor disclosed $2.35 million in assets and $2.71
million in liabilities as of the bankruptcy filing.
The Debtor is represented by Lisa C. Cohen, Esq., at Ruff & Cohen,
P.A.
[*] Lance Wickel Joins Donlin Recano as VP of Business Development
------------------------------------------------------------------
Donlin, Recano & Company, Inc., an affiliate of American Stock
Transfer & Trust Company, LLC (AST), on Nov. 28, 2016, disclosed
that Lance Wickel has joined the firm as Vice President of Business
Development. Mr. Wickel will be based in Donlin Recano's
headquarters in New York and will be primarily focused on expanding
the company's strategic partner relationships and presence across
multiple markets.
"I am honored to be part of such an esteemed team of
professionals," noted Mr. Wickel. "I look forward to playing an
integral role in the continued growth of this dynamic brand known
for its commitment to quality and superior client experience."
With 30 years of experience in the corporate restructuring
business, Lance has a vast amount of knowledge in the bankruptcy,
business analytics and valuation processes across various
industries. Prior to assuming his role with Donlin Recano, Mr.
Wickel worked at Epiq Systems, Inc. where he was involved with many
of the largest bankruptcy filings, including Energy Futures
Holdings, Chrysler, MF Global and Lehman. He has represented
numerous clients throughout the years and assisted in some of the
most successful bankruptcy cases. He is a member of the Turnaround
Management Association and the American Bankruptcy Institute.
"I am very pleased to have Lance join the Donlin Recano team,"
commented Alexander Leventhal, CEO of Donlin Recano. "His
expertise in corporate and business development combined with his
experience in the restructuring sector will be a great contribution
to both our associates and client base."
About Donlin, Recano & Company
Founded in 1989, Donlin, Recano & Company (Donlin Recano) is a
leading bankruptcy administration company that has served over 200
national clients across a broad range of industries and business
sectors. Working with counsel, turnaround advisors and the
affected company, Donlin Recano helps organize and guide Chapter 11
clients through required bankruptcy tasks, including provision of
creditor notification, Web site-accessible information, formation
of professional call centers, management of claims, balloting,
distribution and other administrative services.
About AST
AST and its affiliates are the leading providers of registry
services and technology to financial market participants across
North America. AST and its affiliate, CST Trust Company, provide
comprehensive stock transfer and employee plan services to more
than 8,000 public issues and over 5.5 million shareholders. The
organization provides fully integrated services that include
corporate proxy solicitation and advisory solutions, employee plan
services, information agent, mutual fund proxy solicitation,
shareholder identification, asset recovery and investment
management offerings.
[^] BOND PRICING: For the Week from Nov. 28 to Dec. 2, 2016
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
A. M. Castle & Co CAS 7.000 57.875 12/15/2017
Affinion Investments LLC AFFINI 13.500 57.000 8/15/2018
Alpha Appalachia
Holdings Inc ANR 3.250 5.500 8/1/2015
American Eagle Energy Corp AMZG 11.000 7.250 9/1/2019
American Eagle Energy Corp AMZG 11.000 7.250 9/1/2019
American Gilsonite Co AMEGIL 11.500 63.250 9/1/2017
American Gilsonite Co AMEGIL 11.500 62.625 9/1/2017
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Caesars Entertainment
Operating Co Inc CZR 12.750 65.375 4/15/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 65.000 10/1/2017
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.750 40.250 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.750 40.250 5/30/2020
Claire's Stores Inc CLE 9.000 49.000 3/15/2019
Claire's Stores Inc CLE 10.500 59.500 6/1/2017
Claire's Stores Inc CLE 8.875 15.250 3/15/2019
Claire's Stores Inc CLE 7.750 11.750 6/1/2020
Claire's Stores Inc CLE 9.000 50.000 3/15/2019
Claire's Stores Inc CLE 9.000 48.625 3/15/2019
Claire's Stores Inc CLE 7.750 11.750 6/1/2020
Creditcorp CRECOR 12.000 68.500 7/15/2018
Creditcorp CRECOR 12.000 68.000 7/15/2018
Cumulus Media Holdings Inc CMLS 7.750 39.500 5/1/2019
Curo Group Holdings Corp SPEEDY 12.000 48.750 11/15/2017
Curo Group Holdings Corp SPEEDY 12.000 48.500 11/15/2017
EPL Oil & Gas Inc EXXI 8.250 16.000 2/15/2018
Eagle Rock Energy
Partners LP /
Eagle Rock Energy
Finance Corp VNR 8.375 44.875 6/1/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 6.550 19.000 11/15/2034
Energy Future
Holdings Corp TXU 6.500 15.000 11/15/2024
Energy Future
Holdings Corp TXU 11.250 14.875 11/1/2017
Energy Future
Holdings Corp TXU 10.875 14.875 11/1/2017
Energy Future
Holdings Corp TXU 9.750 28.875 10/15/2019
Energy Future
Holdings Corp TXU 10.875 14.875 11/1/2017
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 23.250 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 10.000 24.250 12/1/2020
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 9.750 30.000 10/15/2019
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 6.875 23.375 8/15/2017
Energy XXI Gulf Coast Inc EXXI 9.250 14.500 12/15/2017
Energy XXI Gulf Coast Inc EXXI 7.500 13.000 12/15/2021
Energy XXI Gulf Coast Inc EXXI 7.750 13.875 6/15/2019
Energy XXI Gulf Coast Inc EXXI 6.875 13.000 3/15/2024
Erickson Inc EAC 8.250 37.750 5/1/2020
FXCM Inc FXCM 2.250 46.500 6/15/2018
FairPoint
Communications Inc/Old FRP 13.125 1.879 4/2/2018
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Forbes Energy Services Ltd FESL 9.000 27.000 6/15/2019
GenOn Energy Inc GENONE 7.875 71.349 6/15/2017
Goodman Networks Inc GOODNT 12.125 43.000 7/1/2018
Goodrich Petroleum Corp GDPM 8.875 0.606 3/15/2019
Gymboree Corp/The GYMB 9.125 48.500 12/1/2018
Homer City Generation LP GE 8.137 41.500 10/1/2019
Horsehead Holding Corp ZINC 10.500 80.250 6/1/2017
Hospira Inc HSP 5.200 110.924 8/12/2020
Illinois Power
Generating Co DYN 7.000 31.625 4/15/2018
Illinois Power
Generating Co DYN 6.300 33.625 4/1/2020
Iracore International
Holdings Inc IRACOR 9.500 51.750 6/1/2018
Iracore International
Holdings Inc IRACOR 9.500 51.750 6/1/2018
IronGate Energy
Services LLC IRONGT 11.000 28.500 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 28.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 28.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 28.000 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.250 34.750 6/1/2020
Kellwood Co KWD 7.625 76.000 10/15/2017
Las Vegas Monorail Co LASVMC 5.500 5.125 7/15/2019
Lehman Brothers
Holdings Inc LEH 2.000 2.573 3/3/2009
Lehman Brothers
Holdings Inc LEH 1.000 2.573 9/16/2010
Lehman Brothers
Holdings Inc LEH 1.000 2.573 8/17/2014
Lehman Brothers
Holdings Inc LEH 1.500 2.573 3/29/2013
Lehman Brothers
Holdings Inc LEH 1.600 2.573 11/5/2011
Lehman Brothers
Holdings Inc LEH 1.000 2.573 10/17/2013
Lehman Brothers
Holdings Inc LEH 1.000 2.573 7/21/2009
Lehman Brothers
Holdings Inc LEH 1.000 2.573 12/9/2012
Lehman Brothers
Holdings Inc LEH 1.000 2.573 6/9/2009
Lehman Brothers
Holdings Inc LEH 1.250 2.573 8/5/2012
Lehman Brothers
Holdings Inc LEH 1.000 2.573 9/7/2012
Lehman Brothers
Holdings Inc LEH 2.070 2.573 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.383 2.573 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.250 2.573 3/22/2012
Lehman Brothers
Holdings Inc LEH 1.000 2.573 11/3/2011
Lehman Brothers
Holdings Inc LEH 1.000 2.573 9/16/2010
Lehman Brothers
Holdings Inc LEH 1.000 2.573 3/29/2014
Lehman Brothers
Holdings Inc LEH 1.250 2.573 2/6/2014
Lehman Brothers
Holdings Inc LEH 1.000 2.573 8/17/2014
Lehman Brothers
Holdings Inc LEH 1.000 2.573 11/2/2011
Lehman Brothers
Holdings Inc LEH 5.000 2.573 2/7/2009
Lehman Brothers
Holdings Inc LEH 4.000 2.573 4/30/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Lexmark International Inc LXK 6.650 105.730 6/1/2018
Light Tower Rentals Inc LHTTWR 8.125 44.375 8/1/2019
Light Tower Rentals Inc LHTTWR 8.125 44.375 8/1/2019
Linc USA GP / Linc
Energy Finance USA Inc LNCAU 9.625 19.625 10/31/2017
Linn Energy LLC / Linn
Energy Finance Corp LINE 8.625 35.000 4/15/2020
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.500 32.500 5/15/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 7.750 35.500 2/1/2021
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 36.250 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 35.750 11/1/2019
Linn Energy LLC / Linn
Energy Finance Corp LINE 6.250 35.750 11/1/2019
Lumbermens Mutual
Casualty Co KEMPER 8.300 0.206 12/1/2037
Lumbermens Mutual
Casualty Co KEMPER 8.450 0.166 12/1/2097
MF Global Holdings Ltd MF 3.375 26.000 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Memorial Production
Partners LP / Memorial
Production Finance Corp MEMP 7.625 40.000 5/1/2021
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.872 10/1/2020
Modular Space Corp MODSPA 10.250 52.500 1/31/2019
Modular Space Corp MODSPA 10.250 52.000 1/31/2019
Mondelez International Inc MDLZ 2.250 101.672 2/1/2019
NRG REMA LLC GENONE 9.237 80.000 7/2/2017
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.306 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.306 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.306 5/15/2019
Nine West Holdings Inc JNY 8.250 18.500 3/15/2019
Nine West Holdings Inc JNY 6.875 18.125 3/15/2019
Nine West Holdings Inc JNY 8.250 19.000 3/15/2019
Nuverra Environmental
Solutions Inc NESC 9.875 8.750 4/15/2018
OMX Timber Finance
Investments II LLC OMX 5.540 9.500 1/29/2020
Optima Specialty Steel Inc OPTSTL 12.500 90.000 12/15/2016
Optima Specialty Steel Inc OPTSTL 12.500 92.303 12/15/2016
Orexigen Therapeutics Inc OREX 2.750 21.000 12/1/2020
Performance Drilling Co LLC PERDRI 6.000 10.000 9/30/2022
Permian Holdings Inc PRMIAN 10.500 29.250 1/15/2018
Permian Holdings Inc PRMIAN 10.500 28.875 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 23.625 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 23.334 4/1/2021
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 29.625 10/1/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 29.625 10/1/2018
Rex Energy Corp REXX 8.875 36.220 12/1/2020
Rex Energy Corp REXX 6.250 26.125 8/1/2022
River Rock Entertainment
Authority RIVER 9.000 19.875 11/1/2018
Rolta LLC RLTAIN 10.750 22.125 5/16/2018
SAExploration Holdings Inc SAEX 10.000 46.250 7/15/2019
Samson Investment Co SAIVST 9.750 5.375 2/15/2020
Sequa Corp SQA 7.000 56.000 12/15/2017
Sequa Corp SQA 7.000 55.375 12/15/2017
Sidewinder Drilling Inc SIDDRI 9.750 7.500 11/15/2019
Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019
Stone Energy Corp SGY 1.750 62.000 3/1/2017
SunEdison Inc SUNE 5.000 52.000 7/2/2018
SunEdison Inc SUNE 2.000 2.750 10/1/2018
SunEdison Inc SUNE 2.750 3.125 1/1/2021
SunEdison Inc SUNE 0.250 3.200 1/15/2020
SunEdison Inc SUNE 3.375 2.875 6/1/2025
SunEdison Inc SUNE 2.375 3.250 4/15/2022
SunEdison Inc SUNE 2.625 2.625 6/1/2023
TMST Inc THMR 8.000 10.730 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 52.500 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 52.625 2/15/2018
TerraVia Holdings Inc TVIA 5.000 41.000 10/1/2019
TerraVia Holdings Inc TVIA 6.000 51.500 2/1/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
TetraLogic
Pharmaceuticals Corp TLOG 8.000 4.250 6/15/2019
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 31.000 10/1/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 0.720 4/1/2021
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 28.625 10/1/2020
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 15.000 6.830 4/1/2021
Trans-Lux Corp TNLX 8.250 20.125 3/1/2012
Triangle USA
Petroleum Corp TPLM 6.750 25.010 7/15/2022
Triangle USA
Petroleum Corp TPLM 6.750 25.010 7/15/2022
UCI International LLC UCII 8.625 21.000 2/15/2019
Venoco LLC VQ 8.875 1.270 2/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 17.000 1/15/2019
Verso Paper
Holdings LLC /
Verso Paper Inc VRS 11.750 17.000 1/15/2019
Violin Memory Inc VMEM 4.250 28.822 10/1/2019
Walter Energy Inc WLTG 9.500 0.489 10/15/2019
Walter Energy Inc WLTG 8.500 0.346 4/15/2021
Walter Energy Inc WLTG 9.500 0.489 10/15/2019
Walter Energy Inc WLTG 9.500 0.489 10/15/2019
Walter Energy Inc WLTG 9.500 0.489 10/15/2019
iHeartCommunications Inc IHRT 10.000 70.500 1/15/2018
iHeartCommunications Inc IHRT 6.875 70.000 6/15/2018
rue21 inc RUE 9.000 27.550 10/15/2021
rue21 inc RUE 9.000 28.500 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***