/raid1/www/Hosts/bankrupt/TCR_Public/170106.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 6, 2017, Vol. 21, No. 5
Headlines
25 LANG ST LLC: Wants to Continue Using Cash Collateral
471 HAWORTH AVENUE: Case Summary & 20 Largest Unsecured Creditors
7470 COMMERCIAL: Feb. 17 Plan Confirmation Hearing
A QUIVER FULL: Can Use Cash Collateral Through Plan Confirmation
ALGOZINE MASONRY: Court Allows Cash Collateral Use
AM GENERAL: Moody's Hikes Corp. Family Rating to B3
AMBULATORY ENDOSCOPIC: Unsecureds to Recoup 5% Under Ch. 11 Plan
AMERICAN APPAREL: Amazon, Forever21 Said to be Weighing Offers
AMERICAN APPAREL: Committee Taps Emerald as Financial Advisor
AMERICAN APPAREL: Creditors' Panel Hires Bayard as Co-Counsel
AMERICAN APPAREL: Creditors' Panel Hires Cooley as Lead Counsel
AMERICAN APPAREL: Seeks to Hire JLT Specialty as Broker
APEX ENDODONTICS: Leon Capital Buying All Assets for $5.6 Million
ARMAND EXTERMINATING: Unsecureds To Recover 1% Over Five Years
ASARCO LLC: 10th Cir. Reverses Summary Judgment for Noranda
BAIA LLC: Wants to Use SF IV Bridge IV Cash Collateral
BARBARA RODRIGUEZ: Selling Perris Property for $270K
BARBARA RODRIGUEZ: Selling Perris Property for $400K
BLUE BEE: Wants to Continue Using Cash Until April 22
BONANZA CREEK: Moody's Lowers PDR to D-PD on Bankr. Filing
BONANZA CREEK: Operations Normal Throughout Prepack Ch. 11
BOULAYE MARINE: Seeks to Hire Frantz Marine as Broker
BULOVA TECHNOLOGIES: Delays Filing of Fiscal 2016 Annual Report
CAROLINA MOLD: Wants Approval for Cash Collateral Use
CATCH 22 LINY: Seeks Authorization to Use AMEX Cash Collateral
CCH JOHN EAGAN: Unsecureds To Recover 100% Under 2nd Amended Plan
CDR STRAINERS: Court Allows Cash Collateral Use
CHICORA LIFE: Files Plan Addendum to Address UST Objections
CHOICE HEALTH: Court Allows Use of McKesson Cash Collateral
CITI CARS: Wants Court Approval for Cash Collateral Use
CITY SPORTS: Court Denies Commonwealth's Bid for Vacatur
COMSTOCK RESOURCES: Carl Westcott Holds 9.77% Stake as of Dec. 29
CONCORDIA INTERNATIONAL: Inks 3-Year Co-Promotion Pact with RedHill
CTI BIOPHARMA: Makes Adjustments to Terms of Rights Agreement
CUMULUS MEDIA: Prepays Portion of Sr. Secured Term Loan Facility
DAKOTA PLAINS: Seeks to Hire Baker & Hostetler as Legal Counsel
DAKOTA PLAINS: Seeks to Hire Ravich Meyer as Co-Counsel
DAKOTA PLAINS: UST Objects to Bid Procedures Motion
DCP MIDSTREAM: Moody's Lowers Corp. Family Rating to Ba2
E&I HOLDINGS: Seeks to Hire Lenz Food Solutions as Consultant
ECLIPSE RESOURCES: Appoints EVP Corporate Development & COO
ENERGY FUTURE: Directed To Resolicit Creditor Votes for Plan
ESSENTIAL LIVING: Court Allows Cash Collateral Use Until Jan. 10
FINJAN HOLDINGS: Signs Licensing Agreement with F5 Networks
FINTON CONSTRUCTION: Layfield Seeks Approval to Serve as Counsel
FINTON CONSTRUCTION: Taps Callari & Summers as Special Counsel
FLORIDA FOREST: Hugh Keen To Get $3,216 Per Month Until Fully Paid
FORGE GROUP: Chapter 15 Case Summary
FORGE GROUP: Files for Chapter 15 Bankruptcy Protection
FRACH TECH: Bank Debt Trades at 19.20% Off
FRESH & EASY: Court Extends Plan Filing Period to March 28
FTZ NETWORKS: IberiaBank Seeks Protection for Cash Collateral Use
GAINESVILLE HOSPITAL: Moody's Cuts LTGO Bond Rating to Ba1
GATOR EQUIPMENT: Hires Gordon Brothers as Appraisers
GELTECH SOLUTIONS: Issues Michael Reger $125,000 Convertible Note
GENERAL GLASS: Hires Goldman Associates as Auctioneer
GREAT BASIN: Signs Separate Agreements with 2016 Noteholders
HARRINGTON & KING: Court Extends Plan Filing Deadline to April 6
HEBREW HEALTH: Hires Pullman & Comley as Tax Appeal Counsel
HENSON MECHANICAL: Needs to Use Brand Banking Cash Collateral
HESED ENTERPRISES: Seeks to Hire Lindauer as Legal Counsel
HIGHLANDS OF MEMPHIS: Cash Collateral Use on Interim Basis Allowed
HIGHLANDS OF MEMPHIS: Court Allows Continued Use of Cash
HIGHLANDS OF MEMPHIS: Has Authorization to Use Cash Until Dec. 29
IDDINGS TRUCKING: Wants to Use Crestmark Bank, IRS Cash Collateral
IMMUCOR INC: Bank Debt Trades at 3.55% Off
INTERPACE DIAGNOSTICS: Offering $4.2M Shares of Common Stock
ITT EDUCATIONAL: Trustee Responds to Former Students' Class Action
ITUS CORP: Lewis Titterton Reports 9.3% Equity Stake as of Dec. 31
JOINT VENTURE: Wants to Get $75,000 DIP Loan, Use Cash Collateral
KAG INC: Names Mark Manganelli as Accountant
KANE COMPANY: Files for Ch. 7 to Wind Down Business
KEN'S CUSTOM: Hires Eileen Carrero as Accountant
KEN'S CUSTOM: Names David Lloyd as Counsel
KEN'S FISH: Hires Eric Hartley as Accountant
LAKEWOOD SHOPPER: Court Approves Disclosures, Confirms Ch. 11 Plan
LANDESK ACQUISITION: Moody's Assigns B3 CFR & B2 to 1st Lien Loans
LOVE AND WAR: Rewards Network Wants to Prohibit Cash Use
LOVE AND WAR: Wants to Use Rewards Establishment Cash
LPATH INC: Closes Merger with Apollo; Initiates Trading on NASDAQ
LUCAS ENERGY: To Acquire Leasehold Position in the Permian Basin
LUCY LOPEZ ROIG: Hires Jose Jimenez as Accountant
MACBETH DESIGNS: Seeks to Hire Wetter & Convertini as Accountant
MACY'S INC: To Cut 6,200 Jobs & Close 68 Stores
MACY'S INC: Weak Holiday Sales Prompt Lower Earnings Outlook
MANAGEMENT FITNESS: Taps Garland & Mason as Special Counsel
MARATHON PETROLEUM: Moody's Affirms (P)Ba1 Preferred Shelf Rating
MARSH LAND: Wants Court Approval for Cash Collateral Use
MCSGLOBAL INC: Court Approves Kellton APA
MEDFORD TRUCKING: Taps Calwell Practice as Special Counsel
METABOLIX INC: Has Until June 26 to Regain Nasdaq Compliance
MICHAEL D. COHEN: Seeks May 10 Plan Filing Period Extension
MODULAR SPACE: Seeks Court Approval of RSA Assumption
MODULAR SPACE: Wins Recognition of Canadian Proceeding
MOUNTAIN DIVIDE: Seeks to Hire Anner-Hughes as Special Counsel
NASTY GAL: Needs to Use Cash Through Feb. 8 Sale Closing
NEIMAN MARCUS: Bank Debt Trades at 13.09% Off
NICKLAS LLC: Feb. 14 Disclosure Statement Hearing Set
ODYSSEY CONTRACTING: Ch.11 Plan to Be Funded by Litigation Proceeds
OLIGARCH CAPITAL: Voluntary Chapter 11 Case Summary
OLIVE BRANCH: Wants to Continue Using Cash Until March 31
PACIFIC DRILLING: Continuing Talks With Creditors on Restructuring
PACIFIC WEBWORKS: Plan of Liquidation Declared Effective
PAR TWO INVESTORS: Allowed to Use Cash Collateral on Interim Basis
PARK GREEN: Sale of Pasadena Property to Palm for $5.25M Approved
PC ACQUISITION: Gets Approval to Hire Brink Key as Accountant
PEABODY ENERGY: Bank Debt Trades at 2.80% Off
PEABODY ENERGY: Discovery Has 8.6% Equity Stake as of Dec. 22
PRECISE CORPORATE: Wants to Use WSB, JPMorgan Cash Collateral
PRICEVILLE PARTNERS: FSS Seeks Approval to Serve as Accountant
RELIANCE INTERMEDIATE: Moody's Affirms Ba2 CFR, Outlook Stable
RHINO GEAR: Seeks to Hire Forbes Law as Legal Counsel
RIDGEVILLE PLAZA: Wants to Use SF IV Bridge IV Cash Collateral
RUE21 INC: Bank Debt Trades at 61.58% Off
SAMSON RESOURCES: Unsecureds To Recoup Up to 30.9% Under Plan
SEARS HOLDINGS: Affiliates of Ed Lampert's ESL Extends $500M Loan
SEARS HOLDINGS: Stanley Black & Decker Buys Craftsman for $900M
SEARS HOLDINGS: To Close 108 Kmart and 42 Sears Stores
SESAC HOLDCO II: Blackstone Sale No Impact on Moody's B3 CFR
SFL PROPERTY: Seeks to Hire Mancuso Law as Legal Counsel
SILVER CREEK: Seeks Authority to Use Bank of DeSoto Cash Collateral
SKYPEOPLE FRUIT: Request to Remain Listed on Nasdaq Granted
SOUTHCROSS ENERGY: Obtains Default Waivers from Wells Fargo, et al.
SPARTAN SPECIALTY: Fund Recovery Seeks to Prohibit Cash Use
SPECTRUM HEALTHCARE: Can Continue Using Cash Collateral
ST. PAUL MISSIONARY: Voluntary Chapter 11 Case Summary
STONE ENERGY: Files 2nd Amended Joint Reorganization Plan
STYLE XPRESS: Wants to Continue Using Cash Collateral
TAR HEEL: Authorization to Use Cash Terminated on Dec. 13
TOWERSTREAM CORP: Amends Terms of Series D Conv. Preferred Stock
UCI INTERNATIONAL: Seeks Feb. 27 Plan Filing Period Extension
US CONCRETE: Moody's Affirms B2 Rating on $600MM Sr. Unsec. Notes
V&L TOOL LLC: Can Use Cash Collateral on Interim Basis
VALUEPART INC: Committee Taps Lain Faulkner as Financial Advisor
VALUEPART INC: Court Approves Payments to Insiders
VESCO CONSULTING: Seeks Authorization to Use Cash Collateral
VIOLIN MEMORY: Seeks Court Approval of Key Employee Incentive Plan
VIRGINIA HIGH TECH: Has Until March 2 to File Reorganization Plan
WHITE WING: Files Revised Application to Hire OLG as Legal Counsel
WHITESBURG REALTY: Wants to Use Cash Through Jan. 19
[*] Dennis Jenkins Joins MOFO's Restructuring & Insolvency Group
[*] John Mills Joins Seyfarth Shaw's Atlanta Office as Partner
[*] Willkie Farr & Gallagher Announces Attorney Promotions
[^] BOOK REVIEW: Transnational Mergers and Acquisitions
*********
25 LANG ST LLC: Wants to Continue Using Cash Collateral
-------------------------------------------------------
25 Lang St. LLC seeks authorization from the U.S. Bankruptcy Court
for the District of New Hampshire to use cash collateral from
February 1, 2017 through March 31, 2017.
The Debtor asserts that it has no cash with which to operate its
business other than cash collateral, and thus, the Debtor needs the
use of the cash collateral to satisfy necessary mortgage payments,
utility, insurances, taxes and monthly expenses. Otherwise, absent
the use of cash collateral, the Debtor will be forced to cease
operations immediately, resulting in the forced liquidation of its
assets.
The Debtor believes that only Sunrise Housing, LLC has liens on all
of the Debtor's business assets and equipment and real estate, and
as such, the only one that has a security interest in cash
collateral.
The Debtor proposes to grant Sunrise Housing, a replacement lien on
the estate's post-petition accounts receivable and the cash
proceeds thereof, which will have the same priority, validity, and
enforceability as such existing lien on the Pre-Petition Cash
Collateral.
The Debtor requests authority to utilize the cash generated by its
post-petition operations in order to fund its operations will
permit the Debtor to continue as a going concern, thereby
maximizing the value of its assets, a result which will inure to
the benefit of the Debtor, its estate, and its creditors and other
constituencies, including Sunrise Housing.
The Debtor's proposed 60 day operating budget sets forth, among
other things, the Debtor's estimated monthly disbursements to be
approximately $3,814, and projects that during the Budget Period it
will generate approximately $4,014 per month in from rent income.
The Debtor's request for continued use of cash collateral is
subject to amendment or change of the Court-approved sale of the
real estate located at 25 Lang Street, Meredith, NH, which is to
take place before February 15, 2017. The Debtor anticipates filing
its Chapter 11 Plan of Reorganization and Disclosure Statement on
or before February 28, 2017 which will address any proposed changes
in cash collateral use.
A hearing on the Debtor's motion is scheduled on January 18, 2017
at 1:30 p.m.
A full-text copy of the Debtor's Motion, dated January 3, 2017, is
available at https://is.gd/kkzEPx
A full-text copy of the Debtor's proposed Budget, dated January 3,
2017, is available at https://is.gd/JmGh7L
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.
471 HAWORTH AVENUE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 471 Haworth Avenue, LLC
dba 471 Haworth Ave., LLC
471 Haworth Avenue
Haworth, NJ 07641
Case No.: 17-10165
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: January 4, 2017
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Justin M Gillman, Esq.
GILLMAN & GILLMAN
770 Amboy Avenue
Edison, NJ 08837
Tel: 732-661-1664
Fax: 732-661-1707
E-mail: abgillman@optonline.net
Total Assets: $2.10 million
Total Liabilities: $1.46 million
The petition was signed by Richard Rotonde, member.
The Debtor has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb17-10165.pdf
7470 COMMERCIAL: Feb. 17 Plan Confirmation Hearing
--------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada approved 7470 Commercial Way Partners, LLC's
disclosure statement and plan of reorganization dated Oct. 28,
2016.
Feb. 3, 2017 will be the last date to vote to accept or reject the
plan.
The confirmation hearing will be held on Feb. 17, 2017, at 10:00
a.m.
The confirmation hearing will also serve as an auction and sale
hearing for the sale of the Debtor's property pursuant to the Bid
Procedures, whereby the Court will determine the successful
bidder.
Objections to confirmation of the plan must be filed no later than
Feb. 3, 2017.
Replies to any objections to the plan, along with the Debtor's
voting tabulation and brief in support of confirmation will be due
on Feb. 10, 2017.
About 7470 Commercial
7470 Commercial Way Partners, LLC, based in Las Vegas, NV, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 16-15253) on September
26, 2016. The Hon. Bruce T. Beesley presides over the case. Samuel
A. Schwartz, Esq., at Schwartz Flansburg PLLC, as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by David
Suder, managing member.
No official committee of unsecured creditors has been appointed in
the case.
A QUIVER FULL: Can Use Cash Collateral Through Plan Confirmation
----------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized A Quiver Full, Inc. to use
cash collateral on a final basis, until the confirmation of a plan
or mutual agreement of the parties.
The Debtor owns and operates a marketing and sales of specialty
items business at 2715 Arbor Hill Road, Canton, GA. The Debtor
generates substantially all of its revenue from the operation its
business.
Judge Hagenau approved the Budget covering the period from December
2016 through June 2017, which provides for total fixed expenses of
approximately $166,113. The Debtor was also authorized to use the
cash collateral to pay any Chapter 11 quarterly trustee fees
incurred in its case.
Judge Hagenau acknowledged the Debtor's need to use cash collateral
to fund critical business operations and to preserve the value of
its assets in accordance with the Budget. Judge Hagenau held that
permitting the Debtor to use cash collateral will minimize the
disruption of its existing business, will increase the possibility
for a successful reorganization, sale or orderly liquidation of the
Debtor and its assets, which is beneficial to the Debtor and its
creditors.
The Noteholder asserts a claim of approximately $202,151, which is
secured by the revenues generated from the Debtor's business.
As adequate protection, Judge Hagenau granted the Noteholder a
valid and properly perfected first priority security interest on
all property acquired by the Debtor post-petition, with the same or
similar nature, kind or character as the Noteholder's pre-petition
collateral.
The Debtor was directed to make adequate protection payments to the
Noteholder in the amount of $500 beginning January 10, 2017.
A full-text copy of the Final Consent Order, dated December 29,
2016, is available at https://is.gd/UfKcz1
The Noteholder is represented by:
Will B. Geer, Esq.
Law Officeof Will B. Geer, LLC
333 Sandy Springs Circle, NE
Suite 225
Atlanta, GA 30328
Tel.: (678) 587-8740
Fax: (404) 287-2767
Email: willgeer@willgeerlaw.com
About A Quiver Full
A Quiver Full, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-66793) on September
23, 2016. The petition was signed by Jeff Whitmire, authorized
representative. The Debtor is represented by William A. Rountree,
Esq. at Macey, Wilensky & Hennings, LLC. At the time of the
filing, the Debtor estimated assets and liabilities at $100,001 to
$500,000.
ALGOZINE MASONRY: Court Allows Cash Collateral Use
--------------------------------------------------
Judge J. Philip Klingeberger of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized Algozine Masonry
Restoration, Inc. to use cash collateral on an interim basis
through February 10, 2017.
Judge Klingeberger acknowledged the Debtors' immediate need to use
cash collateral in order to continue its operations and allow it to
achieve a Chapter 11 Plan. He further acknowledged that the Debtor
lacks an alternative borrowing source from which it could secure
sufficient funding to operate its business without the use of cash
collateral.
Judge Klingeberger approved the Debtor's budget which provides for
ordinary and necessary operating expenses for the next 30 days,
which is projected to be approximately $99,809.
The entities that have an interest in the cash collateral are:
(1) Ridgestone Bank, whom the Debtor believes to have a
blanket lien on all of its assets, including real property located
at 2000 North Lafayette Court, Griffith, IN, owned by a Co-Debtor,
Algozine Properties LLC, to secure a Term Loan of approximately
$1,069,378;
(2) Snap Financial, whom the Debtor believes to have a blanket
lien on all of its assets, to secure a Revolving Line of Credit in
the amount of $256,946;
(3) Kabbage Lending, whom the Debtor believes to have a
blanket lien on all of its assets, to secure a Revolving Line of
Credit in the amount of $$43,107;
(4) Bank de Leon, whom the Debtor believes to have a blanket
lien on all of its assets, to secure a Revolving Line of Credit in
the amount of $72,500;
(5) Arch Capital, whom the Debtor believes to have a blanket
lien on all of its assets, to secure a Revolving Line of Credit in
the amount of $62,950;
(6) Platinum Rapid Funding, whom the Debtor believes to have a
blanket lien on all of its assets, to secure a Revolving Line of
Credit in the amount of $113,000; and
(7) Gilco Scaffolding Co. LLC, the Debtor's Judgment creditor
for the amount of $114,474, secured by all tools, Equipment,
vehicles, and office material used in conducting business for the
Debtor.
Judge Klingeberger granted the Cash Collateral Creditors with
following adequate protection:
(1) Replacement liens on all property of the Debtor of the
same type, description and priority as the Cash Collateral
Creditors' pre-petition collateral to the extent that the Cash
Collateral Creditors hold valid, properly perfected liens on such
collateral as of the Petition Date and to the extent that there is
any diminution in value of such property resulting from the
Debtor's postpetition use of such property the priority of which
shall be senior to all other claims, excluding claims of the U.S.
Trustee and subject to the Carve-Out;
(2) The Debtor will maintain insurance on its property;
(3) The Debtor will maintain and care for its property
post-petition in a manner consistent with the Debtor's maintenance
and care for such property pre-petition;
(4) The Debtor will to provide the Cash Collateral Creditors
with monthly operating reports upon filing with the Court and the
U.S. Trustee;
and
(5) ) The Debtor will permit the Cash Collateral Creditors or
their representatives access to any of the itss premises, on
reasonable prior notice, to inspect the Debtor's books and records
and the Cash Collateral Creditors' collateral.
A final hearing on the Debtor's cash collateral Motion is scheduled
on February 8, 2017 at 1:30 p.m.
A full-text copy of the Interim Order, dated January 3, 2017, is
available at https://is.gd/nO8rMc
About Algozine Masonry Restoration
Algozine Masonry Restoration, Inc., filed a chapter 11 petition
(Bankr. N.D. Ind. Case No. 16-23208) on Nov. 10, 2016. The
petition was signed by David A. Algozine, vice president. The
Debtor is represented by Allan O. Fridman, Esq., at the Law Office
of O. Allan Fridman. The Debtor disclosed total assets at $217,951
and total liabilities at $3.11 million.
AM GENERAL: Moody's Hikes Corp. Family Rating to B3
---------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
of AM General, LLC ("AM General") to B3 from Caa1, concluding the
review for upgrade that began on October 25th.
RATINGS RATIONALE
The B3 CFR considers the improved liquidity profile following the
recently completed debt refinancing. In addition, the rating
incorporates that AM General possesses sufficient backlog of its
main product -- the High Mobility Multipurpose Wheeled Vehicle
("HUMVEE")-- to maintain a vehicle production level of around 3,200
units for 2017.
Beyond the better liquidity and the production outlook, new
business development prospects have also improved with the US
Army's request for proposal covering an estimated 11,560 HUMVEEs
under the foreign military sales channel. If accepted, HUMVEE
orders for foreign governments could sustain production at solid
levels past 2017.
The bank facilities assigned ratings in October 25, 2016 were
expected to fund the company's recapitalization. However, AM
General instead issued different loan facilities (unrated) to
accomplish its financing. All those assigned debt ratings have
therefore been withdrawn.
Further, since the company no longer has any rated debt, its
remaining ratings, including the CFR, will be withdrawn.
AM General LLC, headquartered in South Bend, IN, designs,
engineers, manufactures, supplies and supports specialized vehicles
for commercial and military customers. Its subsidiary, Mobility
Ventures, LLC manufactures the MV-1, a vehicle catered to
wheelchair passengers. Revenues over the 12 months ended September
30th, 2016 were $841 million. The company is owned by entities of
MacAndrews & Forbes Incorporated and The Renco Group, Inc.
The principal methodology used in these ratings was "Global
Aerospace and Defense Industry" published in April 2014.
Upgrades:
Issuer: AM General, LLC
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
(will be subsequently withdrawn)
Corporate Family Rating, Upgraded to B3 from Caa1 (will be
subsequently withdrawn)
Outlook Actions:
Issuer: AM General, LLC
Outlook, Changed To Stable From Rating Under Review
Withdrawals:
Issuer: AM General, LLC
Senior Secured Term Loan due 2021, Withdrawn , previously rated
B2 (LGD3)
Senior Secured Revolving Credit Facility due 2021, Withdrawn ,
previously rated Ba3 (LGD1)
Senior Secured Term Loan due 2018, Withdrawn , previously rated
B2 (LGD2)
Senior Secured Revolving Credit Facility 2017, Withdrawn ,
previously rated B2 (LGD2)
AMBULATORY ENDOSCOPIC: Unsecureds to Recoup 5% Under Ch. 11 Plan
----------------------------------------------------------------
Ambulatory Endoscopic Surgical Center of Bucks County, LLC, and
Regional Gastrointestinal Consultants, P.C., filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania a plan of
reorganization and accompanying disclosure statement.
The purpose of the Plan is to reorganize the Debtor and allow the
Debtor to continue operations while providing payment to holders of
claims over a period of 36 months or, in the case of TD Bank's
Secured Claim, 24 months, so that all creditors will receive more
under the Plan than the same creditors would receive if the Debtor
ceased operations and liquidated.
Beginning on the first business day of the first month after the
effective date and on the first business day of each successive
month for a total of 36 monthly payments, the Debtor will pay
$3,000 to be distributed to Class 4 General Unsecured Creditors on
a pro rata basis. The total amount of these payments to Class 4
Claimants whose claims are allowed, over the life of the Plan, is
$108,000. This distribution equates to an approximate 5% pro rata
distribution to holders of Allowed Class 4 Claims based on a total
of $2,104,061, when taking into consideration TD Bank's agreement
to receive a distribution on account of an unsecured claim in the
amount of $200,000, rather than in the amount of its actual Allowed
Class 4 Unsecured Claim, which is substantially higher at
$1,292,008.
Under the Plan, Andrew T. Fanelli, D.O., will continue to work
allowing for the distributions proposed in the Plan to creditors
and will retain ownership of the Debtor.
A full-text copy of the Disclosure Statement dated December 29,
2016, is available at:
http://bankrupt.com/misc/paeb16-13517-304.pdf
About Ambulatory Endoscopic Surgical Center
of Bucks County, LLC
Ambulatory Endoscopic Surgical Center of Bucks County, LLC and
Regional Gastrointestinal Consultants, P.C. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E. D. Pa. Lead Case No.
16-13517) on May 17, 2016. The petitions were signed by Andrew T.
Fanelli, sole member of Ambulatory Endoscopic. The cases are
assigned to Judge Eric L. Frank. The Debtors are represented by
Jeffrey S. Cianciulli, Esq., at Weir & Partners LLP. At the time
of the filing, the Debtors estimated their assets at $100,000 to
$500,000, and liabilities at $1 million to $10 million.
AMERICAN APPAREL: Amazon, Forever21 Said to be Weighing Offers
--------------------------------------------------------------
Jessica DiNapoli and Lauren Hirsch, writing for Reuters, report
that online retailer Amazon.com Inc and teen apparel store chain
Forever 21 Inc are among the companies weighing offers to acquire
bankrupt American Apparel LLC, people familiar with the talks have
said. Reuters' sources also said California-based apparel maker
Next Level Apparel and brand licensor Authentic Brands Group LLC,
are in talks with American Apparel and its financial advisers about
submitting offers ahead of a deadline on Friday.
American Apparel has a stalking horse deal with Canadian apparel
maker Gildan Activewear, Inc. Gildan has offered to acquire the
Company for $66 million.
Reuters notes Gildan's offer included an option to keep American
Apparel's manufacturing plants in southern California, which employ
about 3,500 workers, making American Apparel one of the biggest
garment makers in the United States. But Gildan plans to preserve
only some of the California production should its bid prevail, the
sources told Reuters. Many of Gildan's production facilities are
in low-cost countries.
Reuters' sources note that an outcome in the auction is expected
next week. The sources have asked not to be identified because the
deliberations are confidential.
Reuters says American Apparel declined to comment. Amazon, Forever
21, Next Level Apparel and Authentic Brands did not respond to
requests for comment. A Gildan spokesman said in an email that it
is putting together all the necessary information from its due
diligence to best position itself in the auction.
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter 11
protection in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016. Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.
American Apparel LLC, along with five of its affiliates, again
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
16-12551) on Nov. 14, 2016, with a deal to sell the assets. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC as financial advisors; Houlihan Lokey as investment banker;
and Prime Clerk LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
AMERICAN APPAREL: Committee Taps Emerald as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of American Apparel,
LLC seeks approval from the U.S. Bankruptcy Court in Delaware to
hire a financial advisor.
The committee proposes to hire Emerald Capital Advisors to provide
these services:
(a) review and analyze the operations, financial condition,
business plan, strategy, and operating forecasts of
American Apparel and its affiliates;
(b) assist the committee in evaluating any proposed debtor-
in-possession financing;
(c) assist in determining an appropriate capital structure
for the Debtors;
(d) advise the committee as it assesses the Debtors'
executory contracts;
(e) advise the committee in connection with its
identification, development, and implementation of
strategies related to the potential recoveries for the
unsecured creditors under a Chapter 11 plan of the
Debtors;
(f) assist the committee in understanding the business and
financial impact of various restructuring alternatives of
the Debtors;
(g) assist the committee in its analysis of the Debtors'
financial restructuring process;
(h) assist the committee in evaluating, structuring and
negotiating the terms and conditions of any proposed
transaction;
(i) assist in the evaluation of the asset sale process,
including the identification of potential buyers;
(j) assist in evaluating the terms, conditions and impact of
any proposed asset sale transactions;
(k) assist the committee in evaluating any proposed merger,
divestiture, joint-venture, or investment transaction;
(l) assist the committee to value the consideration offered
by the Debtors to unsecured creditors in connection with
an asset sale or restructuring; and
(m) provide testimony in any proceeding before the bankruptcy
court.
The firm will charge these discounted hourly rates for its
services:
Managing Partners $550 - $600
Managing Directors $500
Vice Presidents $450
Associates $400
Senior Analysts $300
Analysts $200 - $250
John Madden, senior managing partner of Emerald, disclosed in a
court filing that his firm does not hold or represent any interest
adverse to the Debtors or any of their creditors.
The firm can be reached through:
John P. Madden
Emerald Capital Advisors
70 East 55th Street, 17th Floor
New York, NY 10022
Tel: 212-201-1904
Email: info@emeraldcapitaladvisors.com
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter 11
protection in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated
that plan on Feb. 5, 2016. Unfortunately, the business
turnaround plan upon which the Debtors' plan of reorganization
was premised failed.
American Apparel LLC, along with five of its affiliates, again
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
16-12551) on Nov. 14, 2016, with a deal to sell the assets. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC as financial advisors; Houlihan Lokey as investment banker; and
Prime Clerk LLC, as claims and noticing agent.
An Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
AMERICAN APPAREL: Creditors' Panel Hires Bayard as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of American Apparel,
LLC, et al., sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Bayard,
P.A. as co-counsel for the Committee, nunc pro tunc to November 22,
2016.
The Committee requires Bayard to:
a. in conjunction with Cooley, provide legal advice where
necessary with respect to the Committee's powers and duties and
strategic advice on how to accomplish the Committee's goals,
bearing in mind that the Court relies on Delaware counsel such as
Bayard to be involved in all aspects of the bankruptcy
proceedings;
b. draft, review and comment on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. assist and advise the Committee in its consultation with
the Debtors and the U.S. Trustee relative to the administration of
these cases;
d. draft, file, and serve documents as requested by Cooley
and the Committee;
e. assist the Committee and Cooley, as necessary, in the
investigation (including through discovery) of the acts, conduct,
assets, liabilities and financial condition of the Debtors, the
operation of the Debtors’ businesses, and any other matter
relevant to these cases or to the formulation of a plan or plans of
reorganization;
f. compile and coordinate delivery to the Court and the U.S.
Trustee information required by the Bankruptcy Code, Bankruptcy
Rules, Local Rules, and any applicable U.S. Trustee guidelines
and/or requests;
g. appear in Court and at any meetings of creditors on behalf
of the Committee in its capacity as Delaware counsel with Cooley;
h. monitor the case docket and coordinating with Cooley and
Emerald on matters impacting the Committee;
i. participate in calls with the Committee;
j. prepare, update and distribute critical dates memoranda
and working group lists;
k. handle inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of these cases and coordinating with Cooley on any necessary
responses; and
l. provide additional support to Cooley, Emerald, and the
Committee, as requested, including the drafting and circulation of
Committee bylaws and other organizational and/or disclosure
documents.
Bayard lawyers and professionals who will work on the Debtors'
cases and their hourly rates are:
Justin R. Alberto $475
Evan T. Miller $450
Gregory J. Flasser $305
Larry Morton, paralegal $295
Bayard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Justin R. Alberto, Esq., director of Bayard, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- Bayard did not represent the Committee during the
prepetition period.
-- The Committee will be approving a prospective budget and
staffing plan for Bayard’s engagement as appropriate. In
accordance with the 2013 UST Guidelines, the budget may be amended
as necessary to reflect changed or unanticipated developments.
By separate application, the Committee is also seeking approval to
employ Cooley.
Bayard can be reached at:
Justin R. Alberto, Esq.
Bayard, P.A.
222 Delaware Avenue, Suite 900
Wilmington, DE 19801
Tel: (302) 655-5000
Fax: (302) 658-6395
Email: jalberto@bayardlaw.com
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter
11
protection in October 2015, confirmed a fully consensual plan
of reorganization in January 2016, and substantially consummated
that plan on Feb. 5, 2016. Unfortunately, the business
turnaround plan upon which the Debtors' plan of reorganization was
premised failed.
American Apparel LLC, along with five of its affiliates,
again
sought bankruptcy protection (Bankr. D. Del. Lead Case
No.
16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets
and
liabilities in the range of $100 million to $500 million
each.
As of the Petition Date, the Debtors had outstanding debt
in the aggregate principal amount of approximately $215 million
under their prepetition credit facility. Additionally, the
Debtors have guaranteed one of its United Kingdom
subsidiaries'
obligations under a $15 million unsecured note due
Oct. 15, 2020, court document shows.
The Debtors have hired Laura Davis Jones, Esq. and James
E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as
counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and
Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley
Research Group, LLC as financial advisors; Houlihan Lokey as
investment banker; and Prime Clerk LLC, as claims and noticing
agent.
An Official Committee of Unsecured Creditors is represented
by
lawyers at Bayard P.A. and Cooley LLP.
AMERICAN APPAREL: Creditors' Panel Hires Cooley as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of American Apparel,
LLC, et al., sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Cooley LLP
as lead counsel for the Committee, nunc pro tunc to November 22,
2016.
The Committee requires Cooley to:
a. attend the meetings of the Committee;
b. review financial and operational information furnished by
the Debtors to the Committee;
c. analyze and negotiate the budget and the terms of
debtor-in- possession financing;
d. assist in the Debtors' efforts to reorganize or sell their
assets in a manner that maximizes value for creditors;
e. review and investigate the liens of purported secured
parties;
f. review and investigate prepetition transactions in which
the Debtors and/or their insiders were involved;
g. assist the Committee in negotiations with the Debtors and
other parties in interest on any proposed Chapter 11 plan or exit
strategy for these cases;
h. confer with the Debtors' management, counsel and financial
advisor and any other retained professionals;
i. confer with the principals, counsel and advisors of the
Debtors' lenders and equityholders;
j. review the Debtors' schedules, statements of financial
affairs and business plan;
k. advise the Committee as to the ramifications regarding all
of the Debtors’ activities and motions before this Court;
l. file appropriate pleadings on behalf of the Committee;
m. review and analyze the Debtors' financial advisors' work
product and report to the Committee;
n. provide the Committee with legal advice in relation to the
chapter 11 cases;
o. prepare various pleadings to be submitted to the Court for
consideration; and
p. perform other legal services for the Committee as may be
necessary or proper in these proceedings.
Cooley lawyers and professionals who will work on the Debtors'
cases and their hourly rates are:
Cathy Rae Hershcopf, Partner $995
Seth Van Aalten, Partner $835
Michael Klein, Associate $800
Robert Winning, Associate $770
Sarah Carnes, Associate $495
Mollie Canby, Paralegal $225
Cooley will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Seth Van Aalten, Esq., partner of the law firm of Cooley LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- Cooley did not represent the Committee in the 12 months
prepetition. Cooley has in the past represented, currently
represents, and may represent in the future certain Committee
members and/or their affiliates in their capacities as members of
official committees in other chapter 11 cases or in their
individual capacities.
-- The Committee has approved prospective budget and staffing
plan for the period from November 22, 2016 through March 31, 2017.
By separate applications, the Committee is seeking to employ and
retain (i) Bayard, P.A. as its Delaware counsel, and (ii) Emerald
Capital Advisors as its financial advisor.
Cooley can be reached at:
Seth Van Aalten, Esq.
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036-7798
Phone: +1.212.479.6104
Fax: +1.212.479.6275
E-mail: svanaalten@cooley.com
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter
11
protection in October 2015, confirmed a fully consensual plan
of reorganization in January 2016, and substantially consummated
that plan on Feb. 5, 2016. Unfortunately, the business
turnaround plan upon which the Debtors' plan of reorganization was
premised failed.
American Apparel LLC, along with five of its affiliates,
again
sought bankruptcy protection (Bankr. D. Del. Lead Case
No.
16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets
and
liabilities in the range of $100 million to $500 million
each.
As of the Petition Date, the Debtors had outstanding debt
in the aggregate principal amount of approximately $215 million
under their prepetition credit facility. Additionally, the
Debtors have guaranteed one of its United Kingdom
subsidiaries'
obligations under a $15 million unsecured note due
Oct. 15, 2020, court document shows.
The Debtors have hired Laura Davis Jones, Esq. and James
E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as
counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and
Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley
Research Group, LLC as financial advisors; Houlihan Lokey as
investment banker; and Prime Clerk LLC, as claims and noticing
agent.
An Official Committee of Unsecured Creditors is represented
by
lawyers at Bayard P.A. and Cooley LLP.
AMERICAN APPAREL: Seeks to Hire JLT Specialty as Broker
-------------------------------------------------------
American Apparel, LLC seeks approval from the U.S. Bankruptcy Court
in Delaware to hire a broker in connection with its insurance
policies with American International Group, Inc.
The Debtor proposes to hire JLT Specialty Insurance Services Inc.
to negotiate a reduction of collateral with the insurance firm,
which holds about $30.479 million in collateral in connection with
the policies.
As compensation, the firm will receive 10% of the collateral
refunded to the Debtor, according to court filings.
Steve Shappell, JLT's chief legal officer, 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:
Steve Shappell
JLT Specialty Insurance Services Inc.
400 Park Avenue, 15th Floor
New York, NY 10022
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter 11
protection in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated
that plan on Feb. 5, 2016. Unfortunately, the business
turnaround plan upon which the Debtors' plan of reorganization
was premised failed.
American Apparel LLC, along with five of its affiliates, again
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
16-12551) on Nov. 14, 2016, with a deal to sell the assets. The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC as financial advisors; Houlihan Lokey as investment banker; and
Prime Clerk LLC, as claims and noticing agent.
An Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
APEX ENDODONTICS: Leon Capital Buying All Assets for $5.6 Million
-----------------------------------------------------------------
Apex Endodontics of TN, PLLC, asks the U.S. Bankruptcy Court for
the Middle District of Tennessee to authorize the sale of
substantially all assets to Leon Capital Group, LLC for
$5,600,000.
Tortola Advisors, LLC began assisting Debtor prior to the Petition
Date. After the Petition Date, on April 19, 2016, the Court
authorized the employment of Tortola as restructuring and general
business advisors for Debtor.
On Nov. 5, 2016, F. Graham Locke, D.D.S., passed away unexpectedly.
Dr. Locke's Last Will and Testament was subsequently admitted to
probate in the Davidson County Probate Court and his wife, Kristin
Locke, was appointed as the Personal Representative ("Executrix")
of his estate ("Probate Estate") on Nov. 14, 2016.
The Debtor is a service-based business which had significant value
as a going concern at the time of Dr. Locke's death; however,
because the Debtor's value was directly tied to his ability to
continue generating revenue, such value has been and will continue
to diminish pending closing of the sale.
In addition to losing the production volume and income associated
with Dr. Locke, the Debtor also lost the production volume and
income of Dr. Ben Locke, Dr. Locke's father. At present, the
Debtor only has one full-time endodontist, Dr. Tom Heeren, who has
a significant pre- and post-petition compensation claim against the
Debtor's estate. As such, the Debtor's income has dropped
precipitously.
Tortola took steps, with the Debtor, to temporarily close four of
the Debtor's office locations, operating only out of the Debtor's
Nashville office. Even with the associated cuts in expenses, the
Debtor will run out of available cash at year end, or soon
thereafter. Given the status quo, there is a significant risk that
the Debtor will lose referral sources and employees, and that the
going concern value of the Debtor's endodontics practice will
continue to dissipate.
Under these circumstances, the Debtor and its professionals
determined that it was in the best interest of the Debtor and the
Debtor's creditors to sell the Debtor's assets as quickly as
possible.
Tortola began, soon after Dr. Locke's death, to request from
interested parties the names and contact information of any party
potentially interested in acquiring some or all the Debtor's
assets. Tortola contacted numerous potentially interested parties,
and requested that each interested party complete a form with basic
background information, as well as relevant financial information
demonstrating the interested party's ability to bid. Tortola
collected 15 formal offers by early December, some of which were
submitted by the same interested bidder. Tortola reviewed the
offers from potential purchasers, consulted with the Debtor's
creditors, and obtained input and support from counsel for Apex
Investments, LLC (a related entity also formerly wholly owned by
Dr. Locke) and the Executrix.
Apex Investments owns three parcels of real property, which include
two of the Debtor's operating locations. The Debtor and Apex
Investments have certain common creditors – namely Live Oak Bank,
Bank of America and Truxton Trust. The indebtedness due to these
creditors purportedly exceeds $6,000,000 and is secured by certain
personal property of the Debtor and/or real property owned by Apex
Investments.
Based on all information and bids gathered, Debtor and its
professionals have determined that the offer from Buyer is the
highest and best offer currently available to the Debtor,
representing the maximum recovery for the Debtor's creditors.
The Buyer's bid has few contingencies, and the Buyer is believed to
be financially capable of completing the purchase and closing by
Jan. 31, 2017. The Buyer's bid contemplates retaining the Apex
Endodontics name, retaining all five of the Debtor's office
locations, and working with Dr. Heeren, Dr. Ben Locke, and the
current staff of Debtor.
Although Dr. Heeren and Dr. Ben Locke have substantial unsecured
claims against the Debtor's estate and understand that the proposed
transaction is unlikely to result in any recovery on their claims,
Dr. Heeren and Dr. Ben Locke are believed to support the sale of
substantially all the Debtor's assets to the Buyer.
Further, the Debtor and its professionals have engaged in
discussions with creditors whereby certain secured creditors have
agreed to take reduced payments in satisfaction of their claims to
facilitate the sale to the Buyer. The Debtor is currently working
with its creditors to determine final payoff amounts to make
appropriate distributions of the sale proceeds, but there will not
be sufficient proceeds from the sale to pay the claims of all
creditors who assert a lien in assets of the Debtor.
The Debtor and the Buyer have agreed to the terms of the Buyer's
acquisition of substantially all the Debtor's assets in a Letter of
Interest and are working on an Asset
Purchase Agreement, which is subject to approval by the Bankruptcy
Court.
A copy of the Letter of Interest is attached to the Motion
available for free at:
http://bankrupt.com/misc/Apex_Endodontics_231_Sales.pdf
Pursuant to the terms of the Letter of Interest, the Buyer will
purchase all of the assets used or useful in the operation of the
Debtor's endodontics practice, together with the real estate
holdings of Apex Investments. The total purchase price for the
assets to be sold is $5,600,000. A condition of the Buyer's offer
is that all of the assets be purchased free and clear of any and
all liens, claims and encumbrances. With respect to the Debtor's
assets being sold, the Debtor proposes that the liens held by
secured creditors holding liens against any or all of its assets
attach to the sale proceeds to the extent of the value of such
creditor's interest in the Debtor's interest in such property. The
recovery to creditors who hold a lien in any assets will be
determined by the priority of their lien and the values of the
assets subject to those liens.
The proceeds attributable to the sale of the Debtor's assets
contemplated will be held in trust for the benefit of the Debtor's
creditors. The proceeds from the sale of Apex Investments' assets
that are not secured by liens of common creditors will be retained
by Apex Investments and distributed as directed by the Probate
Court. Within 10 days after closing of the sale, the Debtor will
file a motion with the Court setting forth the net funds available
for distribution and proposed payoff amounts to the Debtor's
secured creditors from the proceeds attributable to the value of
the Debtor's assets. To the extent that there are any disputes
concerning the validity and/or priority of any liens or claims
against any asset of the Debtor, or the value thereof, such
disputes will be resolved by the filing of an appropriate objection
to said motion. To the extent that there are any disputes
concerning the validity and/or priority of any liens or claims
against any asset of Apex Investments or Dr. Locke, or the value
thereof, such disputes will be resolved solely by the Probate
Court.
If the Debtors' assets are ultimately sold to a party or parties
other than the Buyer, then pursuant to the Letter of Interest, the
Debtor has agreed to pay a break up or termination fee to the Buyer
in the amount of 5% of the amount paid by the successful purchaser
for the assets of the Debtor plus the Buyer's due diligence
expenses.
The Debtor has a sound business purpose for the sale. Tortola
believes that the sale of the Debtor's assets will maximize the
possible return to the Debtor's creditors. The Debtor does not
believe that a public auction sale of its assets will benefit the
estate, since Debtor has minimal equity, if any at all, in its
assets. The Debtor believes efforts to continue its operations
will further diminish the value of its assets, and will result in
increased administrative expense claims against the bankruptcy
estate.
The Debtor respectfully asks the Court to approve the sale of the
Debtor's assets on the terms set forth in the Letter of Interest,
free and clear of liens, claims, encumbrances and interests of any
kind and the the payment of a termination fee in the event of a
sale of the assets to party or parties other than Buyer.
The Debtor asks that the Court order and direct a waiver of the
14-day stay period provided for in Federal Rules of Bankruptcy
Procedure 6004(h) and that the Court approve the form and manner of
notice of sale.
The Debtor also asks that the Court order and direct any party
wishing to make a competing bid to that of the Buyer will do so by
sending a proposed asset purchase agreement to the all interested
parties so as to be received by no later than 12:00 p.m. (CDT) on
Jan. 16, 2017. If any timely competing bids are received, counsel
for the Debtor, Apex Investments and the Probate Estate will
conduct a bid conference prior to the hearing on the Sale Motion,
at 9:00 a.m.
About Apex Endodontics of TN
Apex Endodontics of TN, PLLC, sought Chapter 11 protection
(Bankr. M.D. Tenn. Case No. 16-01708) on March 10, 2016. The
petition was signed by Graham Locke, DDS, member. The Debtor is
represented by Griffin S. Dunham, Esq., at Dunham Hildebrand,
PLLC. The case is assigned to Judge Marian F. Harrison. The
Debtor
estimated assets of $500,000 to $1 million and debt of $1 million
to $10 million at the time of the filing.
ARMAND EXTERMINATING: Unsecureds To Recover 1% Over Five Years
--------------------------------------------------------------
Armand Exterminating, Inc., dba Armand Professional Services, Inc.,
filed with the U.S. Bankruptcy Court for the Southern District of
Florida a disclosure statement dated Dec. 27, 2016, referring to
the Debtor's plan of reorganization.
Class 16 general unsecured creditors will receive a distribution of
1% of their allowed claims, to be distributed quarterly over five
years. The Reorganized Debtor may elect to pay the general
unsecured creditors in advance of the five years. The Reorganized
Debtor will not be obligated to make additional payments over and
above the 1% distribution to satisfy a five-year term.
Payments and distributions under the Plan will be funded by the
continued operation of the Debtor.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-21903-93.pdf
The Plan was filed by the Debtor's counsel:
Nadine V. White-Boyd, Esq.
WHITE-BOYD LAW, P.A.
5589 Okeechobee Boulevard, Suite 103
West Palm Beach, FL 33417
Tel: (561) 351-6895
E-mail: nvwboyd@aol.com
nadine@wblawpa.com
About Armand Exterminating
Armand Exterminating, Inc., aka Armand Professional Services, Inc.,
based in Royal Palm Beach, Florida, started in 2005 as a pest
control company under the name Armand Exterminating, Inc.,
providing services to residential and commercial clients. The
Debtor later expanded its services operating under the name Armand
Professional Services, and now specialize in landscape design and
installation, complete landscape maintenance, rock, sod, and mulch
installations, rock walls, water features, and landscape lighting,
in addition to pest control, lawn care and fertilization, once a
year fire ant control, flea/tick treatments, ficus whitefly
control, rodent control, and wild animal trapping.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-21903) on Aug. 29, 2016. The Hon. Erik P. Kimball presides over
the case. Nadine V. White-Boyd, Esq., at White-Boyd Law, P.A.,
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 Scott B. Armand, president.
ASARCO LLC: 10th Cir. Reverses Summary Judgment for Noranda
-----------------------------------------------------------
The United States Court of Appeals for the Tenth Circuit reversed
the district court's entry of summary judgment against Asarco, LLC,
in Asarco's contribution action against Noranda Mining, Inc., under
Section 113(f) of the Comprehensive Environmental Response,
Compensation, and Liability Act.
In June 2013, reorganized Asarco filed suit against Noranda seeking
contribution under Section 113(f) of CERCLA for monies Asarco paid
under its settlement agreement with the EPA for cleanup costs
associated with two related areas near Park City, Utah: (1) the
Richardson Flat Tailings Impoundment, and (2) Lower Silver Creek.
Specifically, Asarco claimed the $8.7 million it paid -- $7.4
million in principal plus $1.3 million in interest -- was more than
its fair share of the cleanup costs, and that Noranda, as another
Potentially Responsible Party (PRP), should pay Asarco for its
share.
Noranda moved for summary judgment on four grounds:
(1) Asarco failed to preserve the contribution claim when it
was discharged from bankruptcy;
(2) Asarco was judicially estopped from seeking contribution
because it represented to the bankruptcy court that it
was paying only its fair share of liability for the
site;
(3) Noranda was protected by a partial consent decree; and
(4) Asarco's claim failed as a matter of law because Asarco
could not establish it paid more than its fair share of
cleanup costs for the site.
The district court held that Asarco was judicially estopped from
pursuing its claim because of representations it made to a
bankruptcy court concerning its settlement agreement with the EPA
for the site in question. It also found, as a matter of law, that
Asarco could not establish that it paid more than its fair share of
costs for the site.
On appeal, the Tenth Circuit found that Noranda has not met its
burden of showing that relief is warranted, and held that the
district court abused its discretion in applying judicial
estoppel.
The Tenth Circuit found that the overall context of the CERCLA
settlement approved by the bankruptcy court makes it apparent that
Asarco's positions are not clearly inconsistent, that to allow
Asarco to pursue its claim would not create the perception that a
court was misled, and that Asarco would not necessarily gain an
unfair advantage by being allowed to pursue its claim now.
The Tenth Circuit also did not agree that Asarco's representations
constitute undisputed substantive evidence of its exact share or a
judicial admission of liability. The Court found that Asarco has
raised a genuine issue of material fact and that it should be able
to present evidence as to (1) why it believes it paid for post-2006
costs related to the Richardson Flat Tailings Impoundment, and (2)
why at least some of those costs, and any other costs for Lower
Silver Creek and related sites, should be borne by Noranda.
The case is ASARCO, LLC, a Delaware limited liability company,
Plaintiff-Appellant, v. NORANDA MINING, INC., a Delaware
corporation, Defendant-Appellee, No. 16-4045 (10th Cir.).
A full-text copy of the Tenth Circuit's January 3, 2017 ruling is
available at https://is.gd/KcbxPZ from Leagle.com.
Plaintiff-Appellant is represented by:
Gregory Evans, Esq.
Laura G. Brys, Esq.
MCGUIREWOODS, LLP
Wells Fargo Center, South Tower
355 S. Grand Ave., Suite 4200
Los Angeles, CA 90071-3103
Email: gevans@mcguirewoods.com
lbrys@mcguirewoods.com
-- and --
David C. Reymann, Esq.
Cheylynn Hayman, Esq.
PARR, BROWN, GEE & LOVELESS, P.C.
101 South 200 East, Suite 700
Salt Lake City, UT 84111
Tel: (801)532-7840
Fax: (801)532-7750
Email: dreymann@parrbrown.com
chayman@parrbrown.com
Defendant-Appellee is represented by:
Jeffrey C. Corey, Esq.
Richard J. Angell, Esq.
Zack L. Winzeler, Esq.
Alan S. Mouritsen, Esq.
PARSONS BEHLE & LATIMER
201 South Main Street, Suite 1800
Salt Lake City, UT 84111
Tel: (801)532-1234
Fax: (801)536-6111
Email: jcorey@parsonsbehle.com
rangell@parsonsbehle.com
zwinzeler@parsonsbehle.com
amouritsen@parsonsbehle.com
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
BAIA LLC: Wants to Use SF IV Bridge IV Cash Collateral
------------------------------------------------------
Baia, LLC seeks authorization from the U.S. Bankruptcy Court for
the District of Maryland to use SF IV Bridge IV, LP's cash
collateral through January 31, 2017.
The Debtor asserts that its rents, accounts and right to receive
payments from its tenants is property of its estate and constitute
cash collateral. The Debtor further asserts that in order for the
Debtor to operate its business, meet its obligations and preserve
its property, and in order to avoid irreparable harm to the
bankruptcy estate, it is necessary for the Debtor to use its rents
and accounts to pay its ordinary and necessary expenses as set
forth in its proposed budget.
The Debtor's proposed preliminary budget projects total expenses of
$34,544 for the month of January 2017 and $29,685 for the month of
February 2017.
SF IV Bridge asserts a perfected first priority liens in and to the
prepetition collateral, which includes rents and fixture generated
from the Debtor's Ridgeville Plaza Property as well as real
property owned by Ridgeville Plaza, Inc, to secure payment of the
Debtor and Ridgeville Plaza's prepetition indebtedness to SF IV
Bridge.
As of the Petition Date, SF IV Bridge asserts a secured claim
against the Debtor and Ridgeville Plaza in the amount of
approximately $15,051,233, in relation various loan documents,
including a promissory note and loan agreement in the original
principal amount of $12,800,000.
The Debtor proposes to grant SF IV Bridge with adequate protection,
retroactive to the Petition Date, of its interest in the
Prepetition Collateral, including the cash collateral in an amount
equal to the aggregate diminution in value, if any, of such
interests arising from the Debtor's use of cash collateral. The
Debtor also proposes to grant SF IV Bridge a replacement lien on
the same assets and in the same priority of its Prepetition Liens.
The Debtor further proposes to provide monthly operating reports
required by the Office of the U.S. Trustee, as well as such other
periodic financial information that SF IV Bridge may reasonably
request of the Debtor.
A full-text copy of the Debtor's Motion, dated January 1, 2017, is
available at https://is.gd/cmkOZi
A full-text copy of the Debtor's Preliminary Budget, dated January
1, 2017, is available at https://is.gd/nw8tFe
About Baia, LLC
Baia, LLC is a limited liability company organized in 2006 with
principal place of business located in Carroll County, MD. The
Debtor owns, leases and manages commercial real property located at
1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401 S. Main
Street, Mt. Airy, MD 21771.
Baia, LLC filed a Chapter 11 petition (Bankr. D. Md. Case No.
16-26941), on December 30, 2016. The Petition was signed by Frank
Illiano, president. The case is assigned to Judge David E. Rice.
The Debtor is represented by James Greenan, Esq. at McNamee, Hosea,
et al. At the time of filing, the Debtor estimated assets at $0 to
$50,000 and liabilities at $10 million to $50 million.
BARBARA RODRIGUEZ: Selling Perris Property for $270K
----------------------------------------------------
Barbara Jo Baiz Rodriguez asks the U.S. Court of Appeals for the
Central District of California to authorize the sale of real
property located at 3696 Castillo De Leon Dr., Perris, California,
for $270,000.
The Debtor has an ownership interest in 3 real properties contained
within the state and more specifically these addresses: (i) 14473
Tamarix Dr. Hacienda Heights, California; (ii) 3696 Castillo De
Leon Dr., Perris, California; and (iii) 1907 Brockstone Dr.,
Perris, California.
Due to unforeseen circumstances, the Debtor has most recently not
been able to have plan payments distributed to creditor NationStar,
beneficiary and first lien holder of the Castillo De Leon property.
The primary reason for this disruption was due to an increase in
the original payment propounded by NationStar which exceeded the
Debtor's ability to comply within the court approved Plan
Schedule.
As a result of this issue, creditor NationStar has hinted at its
rightful duty to initiate foreclosure proceedings due to owed
arrearages of payment.
The Castillo De Leon property has first trust deed incurred and
owed to NationStar in the amount of $200,000. During the
proceeding, the current balance of $200,000, is the result of a
reduction to the original principal balance which was modified by
NationStar and court approved.
Based upon the market comparisons of the subject property, the
suggested sales price will be $270,000. Notwithstanding any
recession of the original modified principal reduction and after
sale costs, there will small proceeds remaining. In the event such
scenario, the Debtor will urge the Court to make demand upon escrow
for sufficient funds to pay 10% dividends to unsecured creditors.
If NationStar reserves its rights to rescind the original agreed
principal reduction and demand the original loan payoff then there
will not be any proceeds and the sale will be conducted via a
"short sale" process.
After payment of the foregoing encumbrances and the cost of sale no
proceeds will remain. The Debtor will urge the Court to demand
upon escrow for the balance remaining after escrow's payment of the
encumbrances listed even though the amount is insufficient to pay
off the Plan. The sale is for the fair market value of the
property.
Barbara Baiz Rodriguez sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 11-39746) on July 12, 2011.
BARBARA RODRIGUEZ: Selling Perris Property for $400K
----------------------------------------------------
Barbara Jo Baiz Rodriguez asks the U.S. Court of Appeals for the
Central District of California to authorize the short sale of real
property located at 1907 Brockstone Dr., Perris, California, for
$400,000.
The Debtor has an ownership interest in 3 real properties contained
within the state and more specifically these addresses: (i) 14473
Tamarix Dr. Hacienda Heights, California; (ii) 3696 Castillo De
Leon Dr., Perris, California; and (iii) 1907 Brockstone Dr.,
Perris, California.
Due to unforeseen circumstances, the Debtor has most recently not
been able to have plan payments distributed to creditor Ocwen Loan
Servicing, beneficiary and first lien holder of the Brocktone Drive
property. This delinquency was a result of Ocwen Loan increase in
the monthly payment contrary to the original Plan agreement.
As a result of this issue, creditor Ocwen Loan is in the process of
foreclosure proceedings via a Motion For Relief of the Automatic
Stay on the Brockstone Drive property.
The Brockstone Drive property has first trust deed incurred and
owed to Ocwen Loan in the amount of $245,900.
The sale will be conducted as a "short sale" with submission sale
price of $400,000 to be approved by Ocwen Loan.
After payment of the foregoing encumbrance and the cost no proceeds
will remain. The Debtor will urge the Court to authorize and make
demand upon escrow for the balance remaining after escrow's payment
of the encumbrances listed even though the amount is insufficient
to pay off the Plan. The sale is for the fair market value of the
property.
Barbara Baiz Rodriguez sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 11-39746) on July 12, 2011.
BLUE BEE: Wants to Continue Using Cash Until April 22
-----------------------------------------------------
Blue Bee, Inc. requests the U.S. Bankruptcy Court for the Central
District of California for authorization to continue using cash
collateral through April 22, 2017.
The Debtor has been authorized to use cash collateral until January
21, 2017.
The Debtor's proposed operating budget for the 13-week period from
January 22, 2017 through April 22, 2017 provides total cash
disbursements of approximately $1,902,781. The proposed Budget
also takes into account, among other things, the anticipated
closure of the seven Rejected Stores in December, 2016 and January,
2017.
The Debtor requires the use of cash collateral to enable the Debtor
to pay all of its normal and ordinary operating expenses as they
come due in the ordinary course of its business and to purchase new
inventory to replenish merchandise that is sold to customers at its
remaining Retail Stores, which in turn will facilitate the
continued operation of its business and the preservation and
maximization of the going-concern value of the Debtor's business
and assets.
The only parties who assert a security interest in the Debtor's
cash are:
(a) Pacific City Bank, who the Debtor believes is currently
owed the aggregate sum of $3,602,000, based upon SBA Loan, the
First Term Loan, and the Second Term Loan;
(b) Wells Fargo Bank, N.A., who the Debtor believes is
currently owed the sum of $1,500,000;
(c) Fashblvd., Inc., who the Debtor believes is currently
owed the sum of $6,000; and
(d) California State Board Of Equalization, who the Debtor
believes has an active state tax lien of approximately $24,160
against the Debtor.
The Debtor submits that the value of such Secured Creditors'
interests in the Debtor's cash collateral will be adequately
protected by a significant equity cushion. In addition, the Debtor
proposes to provide its Secured Creditors with replacement liens
and security interests against the its post-petition assets, with
such replacement liens to have the same extent, validity, and
priority as the pre-petition liens held by each Secured Creditors
against the Debtor's assets.
The Debtor's Motion is scheduled for hearing on January 19, 2017 at
8:30 a.m.
A full-text copy of the Debtor's Motion, dated December 29, 2016,
is available at https://is.gd/3pMTGc
About Blue Bee Inc.
Blue Bee, Inc., d/b/a ANGL, filed a chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-23836) on Oct. 19, 2016. The petition was
signed by Jeff Sungkak Kim, president. The Debtor is represented
by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP.
The case is assigned to Judge Sandra R. Klein. The Debtor
estimated assets and liabilities at $1 million to $10 million.
The Debtor is a retailer doing business under the "ANGL" brand
offering stylish and contemporary women's clothing at reasonable
prices to its fashion-savvy customers. The Debtor currently owns
and operates 21 retail stores located primarily in shopping malls
throughout the state of California. Since the opening of its first
Retail Store in 1992 along Melrose Avenue in Los Angeles,
California, the Debtor has focused on bringing designer fashion to
a wider audience.
BONANZA CREEK: Moody's Lowers PDR to D-PD on Bankr. Filing
----------------------------------------------------------
Moody's Investors Service downgraded Bonanza Creek Energy, Inc.'s
(BCEI) Probability of Default Rating (PDR) to D-PD from Caa3-PD,
following the company's announcement that it has filed voluntary
petitions for relief under chapter 11 of the United States
Bankruptcy Code. Concurrently, Moody's downgraded BCEI's Corporate
Family Rating (CFR) to Ca from Caa3 and its senior unsecured notes
rating to C from Ca. The SGL-4 Speculative Grade Liquidity Rating
is unchanged. The outlook remains negative.
Downgrades:
Issuer: Bonanza Creek Energy, Inc.
Probability of Default Rating, Downgraded to D-PD from Caa3-PD
Corporate Family Rating, Downgraded to Ca from Caa3
Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD5)
from Ca (LGD5)
Outlook Actions:
Outlook, Remains Negative
RATINGS RATIONALE
The downgrade of BCEI's PDR to D-PD is a result of the bankruptcy
filing. The downgrade of the company's other ratings reflect
Moody's view of potential overall recovery.
Shortly following this rating action, Moody's will withdraw all
ratings for the company consistent with Moody's practice for
companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
Bonanza Creek Energy, Inc. is an independent oil and gas
exploration and production company based in Denver, Colorado.
BONANZA CREEK: Operations Normal Throughout Prepack Ch. 11
----------------------------------------------------------
Bonanza Creek Energy, Inc., and certain subsidiaries on Jan. 4,
2016, disclosed that they had filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code in the Bankruptcy
Court for the District of Delaware to pursue a prepackaged plan of
reorganization ("Prepackaged Plan"), in accordance with the
previously announced restructuring support agreement (the "RSA")
with certain of their noteholders and one of their crude oil
purchase and sale counterparties, NGL Crude Logistics, LLC and its
parent, NGL Energy Partners LP, to effectuate a comprehensive
restructuring.
The RSA and Prepackaged Plan provide for a substantial deleveraging
transaction pursuant to which Bonanza Creek will transform its
balance sheet by equitizing approximately $867 million of its
existing unsecured bond obligations and substantially bolster its
liquidity position through a $200 million rights offering for new
equity, to be backstopped by certain unsecured noteholders. The
RSA and Prepackaged Plan also provides that the Company's existing
shareholders, in exchange for the releases by such shareholders of
the Released Parties (as defined in the Plan), will receive 4.5% of
reorganized Bonanza Creek's equity as of the effective date of the
Prepackaged Plan (subject to dilution by a rights offering for new
equity, a management incentive plan, and warrants for existing
equity holders) and 3-year warrants to acquire up to 7.5% of equity
in reorganized Bonanza Creek.
Certain holders (the "Supporting Noteholders") of its 6.75% senior
notes due 2021 (the "2021 Notes") and 5.75% senior notes due 2023
(the "2023 Notes" and together with the 2021 Notes, the "Senior
Notes") collectively holding 51.1% of its outstanding Senior Notes,
and one of its crude oil purchase and sale counterparties, NGL
Crude Logistics, LLC and its parent, NGL Energy Partners, LP
(collectively, "NGL") have agreed to vote in favor of the
Prepackaged Plan.
The Company began the solicitation of votes on the Prepackaged Plan
prior to filing its petition. Subject to Bankruptcy Court approval
of the Prepackaged Plan and the satisfaction of certain conditions
to the Plan and related transactions, the Company expects to
consummate the Prepackaged Plan and emerge from Chapter 11 before
the end of the first quarter of 2017. There can be no assurances
that the Prepackaged Plan will be confirmed pursuant to the
Bankruptcy Code.
The Company will continue to operate its business as a
debtor-in-possession under the jurisdiction of the Bankruptcy Court
and fully expects to continue existing operations and maintain
staffing and equipment as normal throughout the court-supervised
financial restructuring process. The Company has filed a series of
motions with the Bankruptcy Court requesting authority to continue
normal operations, including requesting Bankruptcy Court authority
to continue paying trade creditors, royalty interest holders, and
employee wages and salaries in the ordinary course and providing
employee benefits without interruption. The Company will continue
to work closely with its suppliers and partners to ensure that it
meets ongoing obligations, and business continues uninterrupted.
Richard Carty, Bonanza Creek's Chief Executive Officer, commented,
"We look forward to completing the restructuring quickly with
minimal disruption to our business, and anticipate meeting ongoing
obligations to our employees, customers, vendors, suppliers and
others throughout the Chapter 11 process."
"The filing of our prepackaged bankruptcy cases with the Bankruptcy
Court is a significant milestone in the process to achieve
financial stability and reposition Bonanza Creek with a
strengthened liquidity position to execute on our extensive asset
development opportunities," Mr. Carty added.
As noted above, the RSA anticipates that the restructuring would be
implemented through the Prepackaged Plan, which remains subject to
Bankruptcy Court approval and the satisfaction of conditions laid
out in the Prepackaged Plan.
The Company recommends that its creditors, including the holders of
Senior Notes, refer to the information in the Company's Disclosure
Statement, which attaches a copy of the Plan. A copy of the
Disclosure Statement can be found at
https://cases.primeclerk.com/bcei. Information contained in the
Disclosure Statement is subject to change, whether as a result of
amendments, actions of third parties or otherwise. For additional
inquiries, the information call center can be reached at (855)
252-4427 (toll free) or 1+(917) 258-6104 (international).
About Bonanza Creek Energy
Bonanza Creek Energy, Inc. (NYSE: BCEI) --
http://www.bonanzacrk.com/-- is an independent oil and Natural
Gas
Company engaged in the acquisition, exploration, development and
production of onshore oil and associated liquids-rich natural gas
in the United States. The Company's assets and operations are
concentrated primarily in the Rocky Mountain region in the
Wattenberg Field, focused on the Niobrara and Codell formations,
and in southern Arkansas, focused on oily Cotton Valley sands.
As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets,
$1.13 billion in total liabilities and $84.75 million in total
stockholders' equity.
On Jan. 4, 2017 Bonanza Creek Energy, Inc. and six affiliated
debtors each filed a voluntary petition for relief under Chapter
11
of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
Case No. 17-10015). The cases are pending before the Honorable
Kevin J. Carey, and the Debtors have requested joint
administration
of the cases.
Davis, Polk & Wardwell LLP is acting as legal counsel, Richards,
Layton & Finger, P.A. is acting as co-counsel, Perella Weinberg
Partners LP is acting as financial advisor, Alvarez & Marsal LLC
is
acting as restructuring advisor and Prime Clerk LLC is acting as
notice, claims and solicitation agent to the Company in connection
with its restructuring efforts.
Kirkland & Ellis LLP serves as legal counsel and Evercore Group
L.L.C. serves as financial advisor to the ad hoc committee of
holders of the Senior Notes.
BOULAYE MARINE: Seeks to Hire Frantz Marine as Broker
-----------------------------------------------------
Boulaye Marine Towing, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire a broker.
The Debtor proposes to hire Frantz Marine Corporation, Inc. to
market and sell its vessel called Miss Kaitlyn, and pay the firm a
commission of 6% of the sales price.
Frantz Marine does not represent any interest adverse to the
Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
Dennis Frantz
Frantz Marine Corporation, Inc.
139 Acadian Lane
Mandeville, LA 70471
Phone: (985) 845-9829
About Boulaye Marine Towing
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.
BULOVA TECHNOLOGIES: Delays Filing of Fiscal 2016 Annual Report
---------------------------------------------------------------
Bulova Technologies Group, Inc., filed with the Securities and
Exchange Commission a Form 12b-25 notifying the delay in the filing
of its annual report on Form 10-K for the period ended Sept. 30,
2016.
"The compilation, dissemination and review of the information
required to be presented in the Form 10-K for the year ending
September 30, 2016 could not be completed and filed by December 30,
2016, without undue hardship and expense to the registrant. The
registrant anticipates that it will file its Form 10-K for the year
ended September 30, 2016 within the "grace" period provided by
Securities Exchange Act Rule 12b-25."
About Bulova
Bulova Technologies Group, Inc. was originally incorporated in
Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company
divested itself of all assets and previous operations. During
2008, the Company filed for domestication to the State of Florida,
and changed its name to Bulova Technologies Group, Inc. and changed
its fiscal year from June 30 to September 30.
Bulova reported a net loss of $5.26 million for the year ended
Sept. 30, 2015, compared to a net loss of $3.76 million for the
year ended Sept. 30, 2014.
As of June 30, 2016, Bulova had $20.56 million in total assets,
$44.26 million in total liabilities and a total shareholders'
deficit of $23.69 million.
CAROLINA MOLD: Wants Approval for Cash Collateral Use
-----------------------------------------------------
Carolina Mold & Machining, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Middle District of North Carolina to use
cash collateral.
The Debtor intends to use cash collateral in accordance with its
proposed Budget which forecasts total cash outflows in the
aggregate total of $151,986 for the period from January through
March 2017.
The Debtor anticipates that its ordinary course expenses will be on
a C.O.D. or cash only basis with its suppliers in conjunction with
its Chapter 11 proceeding. The Debtor relates that it has been
unable to secure post petition secured financing from any
alternative source which would allow for the viable operations of
the Debtor, and that it is continuing to seek such financing.
The Debtor tells the Court that the use of cash collateral will be
necessary to allow the Debtor to pay its operational needs which
include normal expenses incurred in the ordinary course of the its
business and as a result of the filing of the Chapter 11
proceeding. The Debtor further tells the Court that it is unable
to obtain unsecured credit to enable it to properly obtain the
necessary funds for operation of its business at this time.
The Debtor contends that if it is not granted authorization to use
cash collateral to operate its business in the ordinary course, it
will (a) result in a detrimental impact on the continued viability
of its business, (b) interfere with the prospects of the Debtor's
reorganization, (c) likely impair the value of the collateral
secured by the IRS and Direct Capital and, in all likelihood, (d)
result in the Debtor being unable to operate and therefore forced
into liquidation -- which would be adverse to the interest of
secured creditors, unsecured creditors, and all other creditors and
parties in interest in the Debtor's Chapter 11 proceeding.
The Debtor owes approximately $505,000 to an insider, Patsy Marion
pursuant to a Promissory Note, which is secured by the Debtor's
inventory, equipment and accounts.
The Debtor is also indebted to the Internal Revenue Service for
unpaid taxes, which the Debtor estimates to be approximately
$892,288 including penalties and interest. The Debtor relates that
the IRS has filed two Notices of Liens, which states an
indebtedness in the amount of $885,881, secured by any of the
Debtor's personal property, including general intangibles.
The Debtor has a lease with Direct Capital Corporation for an
article of equipment, GF Agie Charmilless FO350, SP, which is used
in the Debtor's business for a 60-month term with a monthly payment
of $2,965 and an end of lease purchase option of $1. Direct
Capital asserts a secured interest in the equipment and among other
items accounts and inventory of the Debtor. As of the Petition
Date, the amount remaining on the lease is $55,000 and the Fair
Market Value of the Equipment is $125,000.
The Debtor proposes to make payments to Direct Capital, sufficient
to pay out the remaining value of the lease over 60 months in the
amount of $917 as adequate protection, paid monthly.
The Debtor further proposes to offer interest-only monthly payments
on the value of the Cash Collateral to the IRS, at the legal rate
of 4% per annum, in the amount of $1,012 as adequate protection.
The Debtor intends to grant Patsy Marion, Direct Capital and the
IRS with a post-petition security interest and lien, of the same
validity, extent and priority as the prepetition security interest
in the Pre-Petition Collateral, in and to all proceeds from the
disposition of any of the pre-petition collateral, including cash
collateral, and any assets or properties acquired by the Debtor
after the Petition Date and the proceeds thereof.
A full-text copy of the Debtor's Motion, dated January 1, 2017, is
available at https://is.gd/nSP6CY
About Carolina Mold & Machining
Carolina Mold and Machining was founded in 1994 by Rodney Marion
and James Hoague. Originally Carolina Mold was a Mold Manufacturer,
Mold Repair and Mold Modification facility. As the industry
changed, most new molds are being built offshore. As such the
business has changed to mostly service repairs and engineering
changes, while still manufacturing some new molds. Rodney Marion is
currently in charge of all operations.
Carolina Mold & Machining, Inc. filed a Chapter 11 petition (Bankr.
M.D.N.C. Case No. 17-10001), on January 1, 2017. The Petition was
signed by Rodney Marion, president. The Debtor is represented by
Dirk W. Siegmund, Esq., Ivey, McClellan, Gatton, & Siegmund, LLP.
The Debtor disclosed $660,978 in total assets and $1.48 million in
total liabilities.
CATCH 22 LINY: Seeks Authorization to Use AMEX Cash Collateral
--------------------------------------------------------------
Catch 22 LINY Corp. seeks from the U.S. Bankruptcy Court for the
Eastern District of New York authorization to use cash collateral.
The Debtor relates that it requires the immediate use of cash
collateral to pay rent, utilities and utility deposits and
insurance at this critical stage of the reorganization process.
The Debtor particularly seeks to use of Cash Collateral to satisfy
obligations of approximately $12,500 that falls due on or before
January 9, 2016.
The Debtor is currently closed for the Winter season as of December
4, 2016, and expects to reopen its business within the first week
of March 2017. The Debtor estimates and anticipates expenses,
which only includes electric, gas, insurance and rent, in the
aggregate amount of $12,500 that will be due January 3, 2017 and
$11,400 to be due on February 1, 2017. However, the Debtor intends
to file a budget beyond 60 days prior to the Final Hearing on its
application to use cash collateral.
Prior to the Petition Date, following alleged Secured Creditors
asserted security interest in the Debtor's assets:
(a) American Express Bank FSB alleges a secured claim of
approximately $103,000 and asserts that it has a first priority
security interest in all assets of the Debtor pursuant to a
security agreement;
(b) Two Cousins Fish Market, Inc. alleges a secured claim of
approximately $27,000;
(c) New York State Department of Taxation and Finance alleges
a secured claim of approximately $272,000 pursuant to a Tax Warrant
filed with the Nassau County Clerk; and
(d) Sysco Long Island, LLC, upon which the Debtor has
scheduled a disputed secured claim of approximately $4,600
Pursuant to the Stipulation with AMEX Bank, the Debtor is receiving
approximately $21,700 from credit card sales which will leave the
Debtor with approximately $23,700 in the aggregate for the next 60
days. From this amount, the Debtor needs to pay its monthly rent
of approximately $7,200, utilities and utility deposits of
approximately $8,000 and insurance in the amount of approximately
$3,000.
The Debtor proposes to provide AMEX Bank, with replacement security
interests in the post-petition Cash Collateral, to the same extent,
validity and priority as existed pre-petition. In addition, the
Debtor will make a single adequate protection payment to AMEX Bank
in the sum $2,000 to be applied in accordance with the terms of the
AMEX Bank's pre-petition agreement.
As for Two Cousins, NYS Tax and Sysco Island, the Debtor proposes,
as adequate protection to grant these creditors replacement
security interests in the post-petition Cash Collateral,
subordinate to at least the AMEX Bank asserted security interests,
and otherwise, to the same extent, validity and priority as existed
pre-petition. The Debtor does not propose any payment to these
creditors.
A full-text copy of the Debtor's Motion, dated January 3, 2017, is
available at https://is.gd/7XA38U
A full-text copy of the Debtor's proposed Budget, dated January 3,
2017, is available at https://is.gd/nMTh8d
Catch 22 LINY Corp. d/b/a Reel is represented by:
Robert J. Spence, Esq.
SPENCE LAW OFFICE, P.C.
55 Lumber Road, Suite 5
Roslyn, NY 11576
Telephone: (516) 336-2060
About Catch 22 LINY Corp.
Catch 22 LINY Corp. is a corporation incorporated under the laws of
the State of New York with a restaurant business located at 1 Main
Street and 99 Ocean Avenue, East Rockaway, NY.
An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was
filed against Catch 22 LINY Corp. dba Reel under Chapter 11 of
Title 11 of the Bankruptcy Code on November 5, 2016. The Petition
was filed by petitioners Anthony Chiodi, Willys Fish Corporation
and Westbury Fish Co., Inc. The case is assigned to Judge Robert
E. Grossman.
The Debtor is represented by Robert J. Spence, Esq. at Spence Law
Office, P.C.
The Petitioners are represented by Joseph M. Mattone, Esq. at
Mattone, Mattone, Mattone, LLP.
CCH JOHN EAGAN: Unsecureds To Recover 100% Under 2nd Amended Plan
-----------------------------------------------------------------
CCH John Eagan II Homes, LP, filed with the U.S. Bankruptcy Court
for the Southern District of Florida a third amended disclosure
statement dated Dec. 28, 2016, for the Debtor's second amended plan
of reorganization.
Starting one year following the Effective Date, Class 8 Allowed
General Unsecured Claims will be paid equal monthly payments over
the next 48 months totaling 100% of their Allowed General Unsecured
Claim, without interest. Class 8 is Unimpaired, and is not
entitled to vote to accept or reject the Plan.
The Plan will be implemented on the Effective Date, and the primary
source of the funds necessary to implement the Plan will be the net
operating income of the Reorganized Debtor, the return of adequate
protection payments from Atlanta Housing Authority, and -- if
necessary -- additional funds which will be made available by MP
Georgia Investments, LLC.
The Third Amended Disclosure Statement is available at:
http://bankrupt.com/misc/flsb15-31082-624.pdf
As reported by the Troubled Company Reporter on Nov. 29, 2016, the
Court scheduled a hearing for Jan. 12, 2017, at 9:30 a.m. to
consider approval of the Debtor's Chapter 11 plan of
reorganization. The Court had earlier approved the Debtor's Second
Amended Disclosure Statement for the Debtor's First Amended Plan of
Reorganization, which proposed that, starting on Dec. 1, 2021, the
Debtor will pay Class 9 is comprised of Allowed Unsecured Claims of
Insiders (CCH John Eagan II, Inc. and Creative Choice Homes, Inc.),
the monthly sum of $20,000 to Class 9 for 14 months, with a final
payment in the amount of $17,936.80 in month 15, for a total of
$297,936.80, representing 80% of the amount owed to Class 9
claimants.
About CCH John Eagan
Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II
Homes, L.P., owns and operates a 180 unit multifamily apartment
complex in Atlanta, Georgia commonly known as Magnolia Park
Apartments Phase II. It filed for Chapter 11 bankruptcy
protection
(Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015. The
petition
was signed by Yashpal Kakkar, managing member, CCH John Eagan II
Partners, LLC, GP. Judge Erik P. Kimball presides over the case.
At the time of the filing, the Debtor estimated its assets at
between $1 million and $10 million and liabilities at between $10
million and $50 million.
The Debtor is represented by Eric A. Rosen, Esq., at Fowler White
Burnett, P.A. Robert P. Hein, Esq., of Robert P. Hein, P.C. and
Fowler, Hein, Cheatwood & Williams, P.A., serve as the Debtor's
special counsel evictions attorney. The Debtor employs Robert
Ryan,
MAI, of Meridian Advisors, as appraiser.
No official committee of unsecured creditors has been appointed in
the case.
CDR STRAINERS: Court Allows Cash Collateral Use
-----------------------------------------------
Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern
District of Texas authorized CDR Strainers & Filters, Inc., to use
the cash collateral of Secured Creditors Allegiance Bank, APZB
Industries (Can Capital), TLC Tonerland LP, the Internal Revenue
Service, and Austin Appraisal District.
The Debtor contended that it needed to use cash collateral to
continue its ordinary course business operations and maintain the
value of its bankruptcy estate.
The approved Budget provided for:
January February March April
------- -------- ----- -----
Utilities $141,550 $141,550 $141,550 $141,550
Debt Repayment $8,900 $8,900 $8,900 $8,900
Chapter 11
Expense $6,625 $5,000 $5,000 $6,625
The Secured Creditors were granted the following adequate
protection for the Debtor's use of cash collateral:
(a) To the extent of the aggregate diminution of value of
their respective interests in the cash collateral, and subject to
the Carve-Out, the Secured Creditors will have valid and perfected
additional and replacement security interests in, and liens upon,
all of the relevant Debtor's right, title and interest in, to, and
under all of the Debtor's currently owned and after acquired cash
and cash collateral, and their proceeds; and
(b) To the extent of the aggregate diminution of value, if
any, of their respective interests in the cash collateral, and
subject to the Carve-Out, the Secured Creditors are granted, an
allowed superpriority administrative expense claim.
The Carve-Out consists of quarterly fees of the U.S. Trustee and
any fees payable to the Clerk of the Bankruptcy Court.
A full-text copy of the Order, dated Dec. 30, 2016, is available at
http://bankrupt.com/misc/CDRStrainers2016_1631997_135.pdf
About CDR Strainers & Filters, Inc.
CDR Strainers & Filters, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31997) on
April 18, 2016. The petition was signed by Blanca Croson,
president. The Debtor estimated assets at $0 to $50,000 and
liabilities at $500,001 to $1 million at the time of the filing.
The Debtor is represented by Susan Tran, Esq., at Corral Tran Singh
LLP.
No official committee of unsecured creditors has been appointed in
the case.
CHICORA LIFE: Files Plan Addendum to Address UST Objections
-----------------------------------------------------------
Chicora Life Center, LC, filed with the U.S. Bankruptcy Court for
the District of South Carolina:
-- an addendum to its amended plan and amended disclosure
statement, a full-text copy of which is available at:
http://bankrupt.com/misc/scb16-02447-198.pdf
-- a second addendum to the Plan and Disclosure Statement, a
full-text copy of which is available at:
http://bankrupt.com/misc/scb16-02447-211.pdf
According to the Debtor, the Plan and Disclosure Statement are
amended to respond to the objections raised by the U.S. Trustee.
Among other things, the addendum disclosed update on the Charleston
County Litigation, sale of unrelated properties, future management
and disposition of litigation recoveries.
About Chicora Life Center
Chicora Life Center, LC, is a manager managed limited company
formed in 2014 and domesticated to Utah in 2016. The Debtor
manages and leases real property on which is located a 400,000
square foot facility which occupies the site of the old naval
hospital in North Charleston, South Carolina. Chicora Gardens
Holdings, LLC is the manager of the Debtor. Douglas M. Durbano is
the manager of Chicora Gardens Holdings, LLC.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. S.C. Case No. 16-02447) on May 16, 2016. The
petition was signed by Jeremy K. Blackburn, property manager. The
Debtor is represented by G. William McCarthy, Jr., Esq., at
McCarthy Law Firm, LLC. The Debtor disclosed total assets of $48.3
million and total debts of $22.09 million.
CHOICE HEALTH: Court Allows Use of McKesson Cash Collateral
-----------------------------------------------------------
Judge Catherine Peek McEwen of the US Bankruptcy Court for the
Middle District of Florida authorized Choice Health Care, Inc. to
use cash collateral.
The Debtor was authorized to use cash collateral to pay its current
and necessary monthly expenses in the aggregate total amount of
$378,509, including payments to the U.S. Trustee for quarterly
fees, as set forth in the approved Budget.
The Debtor was directed make an adequate protection payment to
McKesson Medical-Surgical, Inc. in the amount of $13,045. The
Debtor was also directed to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with McKesson Medical-Surgical.
Each creditor with a security interest in the cash collateral was
granted a perfected post-petition lien against cash collateral to
the same extent and with the same validity and priority as the
pre-petition lien.
A full-text copy of the Order, dated December 29, 2016, is
available at https://is.gd/3TnBiv
About Choice Health Care, Inc.
Choice Health Care, Inc., d/b/a Rapha Vacular Specialists d/b/a
Premier Vein Institute d/b/a Vascular & Interventional Pavilion
a/k/a VIP d/b/a Premier Vein and Vacular Pavillion, filed a chapter
11 petition (Bankr. M.D. Fla. Case No. 16-08452) on Sept. 29, 2016.
The petition was signed by Stephen J. Steller, president. The
Debtor estimated assets at $0 to $50,000 and liabilities at $1
million to $10 million at the time of the filing. The Debtor is
represented by Herbert R. Donica, Esq., at Donica Law Firm PA.
The Debtor operates a medical practice specializing in the
treatment of vein diseases, vascular surgery and related treatments
with its principal places of business located in Hillsborough and
Polk Counties, Florida.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Choice Health Care, Inc., as of
October 31, according to a court docket.
CITI CARS: Wants Court Approval for Cash Collateral Use
-------------------------------------------------------
Citi Cars Inc. seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Florida to use cash collateral.
The Debtor intends to use cash collateral to pay for its
operational expenses in the approximate amount of $18,450 for the
month of January 2017, as reflected in its operating budget.
The Debtor asserts that the use of the cash collateral is necessary
to protect the estate, its assets and its creditors' collateral as
the Debtor will be able to continue to maintain its business,
preserve its value and to ensure that the creditors are adequately
protected.
The Debtor believes that the following creditors have or may claim
a security interest in the Debtor's cash collateral:
(a) Car Financial Services, Inc.;
(b) EBF Partners, LLC d/b/a Everest Building Funding;
(c) Jallal & Malihe Shahbazian; and
(d) NextGear Capital, Inc.
The Debtor contends that in order to ensure that the interests of
all secured creditors are adequately protected, the Debtor's use of
the Cash Collateral is required.
A full-text copy of the Order, dated December 27, 2016, is
available at https://is.gd/r5z05Q
A full-text copy of the Debtor's Budget, dated December 27, 2016,
is available at https://is.gd/QZ1PBl
Citi Cars Inc. is represented by:
Stephen C. Breuer, Esq.
John A. Moffa, Esq.
Moffa & Breuer, PLLC
1776 N. Pine Island Road, #102
Plantation, Florida 33322
Telephone: (954) 634-4733
Facsimile: (954) 337-0637
Email: Stephen@moffa.law
About Citi Cars Inc.
Citi Cars Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 16-26681), on December 19, 2016. The Debtor is represented by
Stephen C. Breuer, Esq. and John A. Moffa, Esq. at Moffa & Breuer,
PLLC.
CITY SPORTS: Court Denies Commonwealth's Bid for Vacatur
--------------------------------------------------------
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware denied the Motion for Vacatur filed by the
Commonwealth of Massachusetts in the case captioned In re: CITY
SPORTS, INC., et al., Debtors, Case No. 15-12054(KG)(Bankr. D.
Del.).
The Commonwealth of Massachusetts has filed a Motion for Vacatur,
asking the Court to vacate its August 4, 2016 Opinion and Order.
The Commonwealth had submitted a claim on behalf of Massachusetts
consumers who held Debtors' unredeemed gift cards. The issue in
the matter was whether the claim for gift cards was a priority
claim or an unsecured claim. The Court ruled in the Opinion and
Order that the Commonwealth's claim was a general unsecured claim.
On September 8, 2016, the Commonwealth filed a Motion for
Reconsideration of the Court's Order Granting the Debtors'
Objection to the Commonwealth of Massachusetts's Proof of Claim.
The Debtors have filed their objection to the Motion for
Reconsideration. The Commonwealth then filed the Motion for
Vacatur on October 25, 2016, to which the Debtors have objected.
The basis for the Motion for Vacatur is that Debtors' estates do
not have funds for distribution to priority creditors. The
Commonwealth therefore argued that the Motion for Reconsideration
is moot because if the Court now reverses itself on the Motion for
Reconsideration or if an appellate court reverses the Opinion and
finds that the gift card claims are entitled to priority status,
there could be no payment for the gift cards. This "fact" became
evident on September 29, 2016 when the Debtors filed the Notice of
Distribution to Holders of Allowed 503(b)(9) claims and represented
that after distributions to other claimants "no other funds would
be available for Administrative Expenses, Priority or 503(b)(9)
claims." The Commonwealth thus argued that Debtors' inability to
pay the claims they represent renders the Motion for
Reconsideration moot and thereby warranting vacatur of the Opinion
and Order.
Judge Gross denied the Motion for Vacatur. The judge explained
that, despite the Commonwealth's arguments, vacatur is an
exceptional remedy and the Court will not grant the relief in the
absence of a change of factual circumstances which is not present.
Judge Gross held that vacatur is denied because in the bankruptcy
court the case is not moot. The judge pointed out that the
Debtors' financial circumstances were clearly poor and it came as
no surprise that there would be no recovery even were the
Commonwealth to have succeeded. The only change in circumstances
is that the Debtors have confirmed their inability to pay priority
claims. Judge Gross was unmoved by so little a change.
A full-text copy of Judge Gross' January 3, 2017 opinion is
available at:
http://bankrupt.com/misc/deb15-12054-892.pdf
About City Sports
City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and
15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist
signed the petition as senior vice president and chief financial
officer.
The Debtors estimated both assets and liabilities of $10 million
to $50 million. The Debtors have engaged DLA Piper LLP (US) as
counsel and FTI Consulting, Inc., as financial and restructuring
advisor.
The Company is a Boston-based specialty sports retailer that offers
performance footwear, athletic apparel, and equipment from leading
brands as well as the Company's own "CS by City Sports" line for
running, fitness, swimming, cycling, tennis, yoga and team sports.
COMSTOCK RESOURCES: Carl Westcott Holds 9.77% Stake as of Dec. 29
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Carl H. Westcott disclosed that as of as of Dec. 29,
2016, he beneficially owns 1,314,750 shares of common stock, par
value $0.50 per share, of Comstock Resources, Inc., representing
9.77 percent of the shares outstanding.
The Amendment No. 10 was filed pursuant to Rules 13d-1 and 13d-5
under the Securities Exchange Act of 1934, as amended, to reflect a
change aggregating more than one percent in the beneficial
ownership of the outstanding Common Stock in which Carl H. Westcott
may be deemed to have a beneficial interest.
Mr. Westcott directly holds 916,000 shares of common stock, par
value $0.50 per share, of Comstock. Additionally, Mr. Westcott
exercises shared voting and disposition power over 354,950 shares
of Common Stock with Court H. Westcott as managers of Carl
Westcott, LLC, the general partner of each of Commodore Partners,
Ltd., which directly owns 334,950 shares of Common Stock, and G.K.
Westcott LP, which directly owns 20,000 shares of Common Stock.
Mr. Westcott has shared discretionary authority to purchase and
dispose of shares of Common Stock under various accounts for the
benefit of the following persons, who directly hold the following
amounts of shares of Common Stock: Court H. Westcott, 10,000
shares; Carla Westcott, 19,500 shares; Peter Underwood, 11,250
shares; Francisco Trejo, Jr., 2,050 shares; and Rosie Greene, 1,000
shares. Carl Westcott does not exercise any voting power over any
such shares of Common Stock owned by the aforementioned individuals
and expressly disclaims beneficial ownership of such shares.
A full-text copy of the regulatory filing is available at:
https://is.gd/Uu4Ump
About Comstock Resources
Comstock Resources, Inc. is an independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions,
exploration and development primarily in Texas and Louisiana. The
Company's stock is traded on the New York Stock Exchange under the
symbol CRK.
The Company reported a net loss of $1.04 billion for the year ended
Dec. 31, 2015, compared to a net loss of $57.11 million for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Comstock had $885.5 million in total assets,
$1.10 billion in total liabilities and a total stockholders'
deficit of $220 million.
* * *
As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
its corporate credit rating on Comstock Resources Inc. to 'CCC+'
from 'SD' (selective default). The outlook is negative. "The
rating actions on Comstock are in conjunction with the
Sept. 6, 2016, close of their comprehensive debt exchange and our
assessment of the company's revised capital structure and credit
profile," said S&P Global Ratings credit analyst Aaron McLean.
Comstock Resources carries a 'Caa2' corporate family rating from
Moody's Investors Service.
CONCORDIA INTERNATIONAL: Inks 3-Year Co-Promotion Pact with RedHill
-------------------------------------------------------------------
Concordia International Corp. announced it has entered into a
three-year, co-promotion agreement with RedHill Biopharma Ltd.
through which the companies expect to expand sales of Donnatal,
Concordia's product used in the treatment of irritable bowel
syndrome.
Under the terms of the agreement, RedHill intends to increase the
promotion of Donnatal among U.S. doctors who treat irritable bowel
syndrome, with marketing efforts anticipated to begin during the
current quarter. Over the three-year period, RedHill intends to
promote the product in up to 30 sales territories.
RedHill will incur the sales and marketing costs associated with
promotional activities, while Concordia will provide materials and
samples. Concordia will keep all revenue up to a predetermined
level of sales and only after reaching that predetermined level
will revenue be shared between the Company and RedHill.
Concordia also plans to continue to sell Donnatal® in U.S. sales
territories outside the scope of the RedHill agreement.
"This agreement is a cost-effective approach to promoting Donnatal
in a manner consistent with our long-term strategic focus on
operational excellence," said Allan Oberman, chief executive
officer of Concordia. "RedHill's commercial team is highly
motivated and has previous experience in gastroenterology sales. We
look forward to partnering with them to market Donnatal to more key
prescribers who we believe can help raise the product's profile and
potentially allow us to reach more patients in the U.S."
Dror Ben-Asher, chief executive officer of RedHill, said: "We are
pleased to partner with Concordia for the U.S. promotion of
Donnatal. With a core U.S. commercial team in place, we plan to
initiate promotional activities in the U.S. in the coming months,
with a specialty gastrointestinal sales force."
About Concordia
Concordia is a diverse, international specialty pharmaceutical
company focused on generic and legacy pharmaceutical products and
orphan drugs. The Company has an international footprint with
sales in more than 100 countries, and has a diversified portfolio
of more than 200 established, off-patent molecules that make up
more than 1,300 SKUs. Concordia also markets orphan drugs through
its Orphan Drugs Division, consisting of Photofrin for the
treatment of certain rare forms of cancer.
Concordia operates out of facilities in Oakville, Ontario and,
through its subsidiaries, operates out of facilities in Bridgetown,
Barbados; London, England and Mumbai, India.
As of Sept. 30, 2016, Concordia had US$4.22 billion in total
assets, US$3.92 billion in total liabilities and US$301.04 million
in total shareholders' equity.
* * *
As reported by the TCR on Nov. 17, 2016, Moody's Investors Service
downgraded the ratings of Concordia International Corp. including
the Corporate Family Rating to 'Caa1' from 'B3' and the Probability
of Default Rating to 'Caa1-PD' from 'B3-PD'. "The downgrade
follows continued weakness in the business, an uncertain
competitive environment, and an unclear and challenging path
towards deleveraging," said Jessica Gladstone, Moody's senior vice
president.
CTI BIOPHARMA: Makes Adjustments to Terms of Rights Agreement
-------------------------------------------------------------
CTI Biopharma Corp. filed a amendment No. 3 to its registration
statement on Form 8-A amends and supplements the information set
forth in the Registration Statement on Form 8-A filed by the
Company with the Securities and Exchange Commission on Sept. 6,
2012, as amended, in connection with the preferred stock purchase
rights distributed to the shareholders of the Company pursuant to
the Shareholder Rights Agreement dated as of Dec. 28, 2009, between
the Company and Computershare Trust Company, N.A., as amended.
Effect of Reverse Split on Rights
Pursuant to the Rights Agreement, as a result of the 1-for-10
reverse split of the Company's common stock which was effective on
Jan. 1, 2017, certain adjustments to the terms of the Rights issued
pursuant to the Rights Agreement were appropriate, in order to
preserve, without increasing or decreasing, the benefits accruing
to the holders of the Rights following the Reverse Stock Split.
The following adjustments to the terms of the Rights were thus
made: (i) the number of ten-thousandths of a share of Preferred
Stock of the Company purchasable upon the exercise of each Right
was increased from one ten-thousandth (1/10,000th) to ten
ten-thousandths (10/10,000th) of a share of Preferred Stock; (ii)
the Exercise Price of each Right was increased from $8.00 to
$80.00; (iii) the Redemption Price of each Right was increased from
$0.0001 to $0.001; and (iv) each share of common stock outstanding
has had issued to it one (1) Right.
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.
CUMULUS MEDIA: Prepays Portion of Sr. Secured Term Loan Facility
----------------------------------------------------------------
Cumulus Media Inc. has completed a discounted prepayment of a
portion of its $1.8 billion senior secured term loan facility due
December 2020.
The Company successfully purchased $28.7 million of face value of
its senior secured term loan for $20 million, a discount to par
value of 30%. The transaction closed on Dec. 30, 2016.
The Company will recognize a one-time non-operating gain of
approximately $8.7 million in its fourth quarter and full year 2016
earnings as a result of this transaction, and the Company's annual
interest expense will be reduced as a result of the completion of
this transaction.
J.P. Morgan Securities acted as sole advisor to the Company
regarding this transaction.
About Cumulus Media
Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company. The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events. Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees. Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients. Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications. Its across the nation
platform generates content distributable through both broadcast and
digital platforms.
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped
$97 million as of June 30, 2011.
Cumulus Media reported a net loss attributable to common
shareholders of $546 million on $1.16 billion of net revenue for
the year ended Dec. 31, 2015, compared to net income attributable
to common shareholders of $11.8 million on $1.26 billion of net
revenue for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Cumulus Media had $3.05 billion in total
assets, $2.99 billion in total liabilities and $51.39 million in
total stockholders' equity.
* * *
In December 2016, S&P Global Ratings lowered its corporate credit
ratings on Cumulus Media Inc. and its subsidiary Cumulus Media
Holdings Inc. to 'CC' from 'CCC'. The rating outlook is negative.
"The downgrade follows Cumulus' announcement that it has offered to
exchange its 7.75% senior notes due 2019 for debt and common stock
in the company," said S&P Global Ratings' credit analyst Jeanne
Shoesmith.
In March 2016, Moody's Investors Service downgraded Cumulus Media
Inc.'s Corporate Family Rating to 'Caa1' from 'B3' and Probability
of Default Rating to 'Caa1-PD' from 'B3-PD'. Cumulus' 'Caa1'
Corporate Family Rating reflects the company's excessive leverage
with debt-to-EBITDA exceeding 9.5x (including Moody's standard
adjustments) and Moody's revised expectation that debt-to-EBITDA
will remain elevated over the next 12 months due to continued
declines in network revenue and increased operating expenses more
than offsetting the benefits from an expected increase in station
group revenue and political ad sales in 2016.
DAKOTA PLAINS: Seeks to Hire Baker & Hostetler as Legal Counsel
---------------------------------------------------------------
Dakota Plains Holdings, Inc. seeks approval from the U.S.
Bankruptcy Court in Minnesota to hire legal counsel in connection
with the Chapter 11 cases of the company and its subsidiaries.
The Debtors propose to hire Baker & Hostetler LLP to give legal
advice regarding their duties under the Bankruptcy Code, assist in
negotiations and asset sales, prepare a bankruptcy plan, and
provide other legal services.
The hourly rates charged by the firm for its attorneys and
paraprofessionals range from $250 to $860.
Elizabeth Green, Esq., disclosed in a court filing that her firm
does not represent any creditor, equity security holder or insider
of the Debtors.
The firm can be reached through:
Elizabeth A. Green, Esq.
Baker & Hostetler LLP
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, FL 32801-3432
Tel: 407-649-4000
Fax: 407-841-0168
Email: egreen@bakerlaw.com
About Dakota Plains Holdings
Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/-- is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.
Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations.
The petitions were signed by Marty Beskow, chief financial officer.
The cases are assigned to Judge Michael E. Ridgway. Canaccord
Genuity Inc. serves as the Debtors' financial advisor and
investment banker.
At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.
DAKOTA PLAINS: Seeks to Hire Ravich Meyer as Co-Counsel
-------------------------------------------------------
Dakota Plains Holdings, Inc. seeks approval from the U.S.
Bankruptcy Court in Minnesota to hire Ravich Meyer Kirkman McGrath
Nauman & Tansey, A Professional Association in connection with the
Chapter 11 cases of the company and its subsidiaries.
Ravich Meyer will serve as co-counsel with Baker & Hostetler LLP,
another firm tapped by the Debtors to be their bankruptcy counsel.
The hourly rates charged by the firm are:
Michael McGrath $475
Will Tansey $360
Paralegal $150
Michael McGrath, Esq., disclosed in a court filing that his firm
does not have connection with any holder of a claim or interest
adverse to the Debtors or their bankruptcy estates.
Ravich Meyer can be reached through:
Michael F. McGrath, Esq.
Ravich Meyer Kirkman McGrath Nauman
& Tansey, A Professional Association
15 South Fifth Street, Suite 3450
Minneapolis, MN 55402-4201
Tel: 612-332-8511
Email: mfmcgrath@ravichmeyer.com
About Dakota Plains Holdings
Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/-- is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.
Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations.
The petitions were signed by Marty Beskow, chief financial officer.
The cases are assigned to Judge Michael E. Ridgway. Canaccord
Genuity Inc. serves as the Debtors' financial advisor and
investment banker.
At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.
DAKOTA PLAINS: UST Objects to Bid Procedures Motion
---------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Dakota Plains Holdings case filed with the U.S. Bankruptcy Court
separate expedited objections to the Debtors' motions seeking
approval of (1) certain bid procedures and an auction for
substantially all of the Debtors' assets and (2) an interim
agreement for post-petition secured financing and use cash
collateral. The bid procedures' objection asserts, "The U.S.
Trustee objects to the Bid Procedures motion because it is not
clear that an expedited hearing is necessary. It appears that the
assets to be sold are not now being used in the operation of any
business. The purchase and sale of oil has been halted for over a
month. Nothing indicates that the assets are losing value. The
U.S. Trustee objects to the substantive provisions of the proposed
sale, insofar as the motion contemplates the sale of avoidance
actions. There is no basis for the court to approve such a sale,
which would presumably preserve for the benefit of the purchaser,
the right to bring avoidance actions against third parties." The
financing objection states, "The U.S. Trustee objects to approval
of the interim use of cash collateral because the motion does not
comply with the requirements of the bankruptcy code or rules.
Specifically, the record is not clear regarding the cash needed by
the debtors to avoid immediate and irreparable harm, pending a
final hearing. If, in fact, the majority of the $500,000 interim
loan will be used to pay off the pre-petition lender's 'unpaid
fees, disbursements, legal and advisory expenses', owed to
SunTrust, that fact should be clearly disclosed and parties should
have an opportunity to interpose further objections."
About Dakota Plains Holdings
Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/-- is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.
Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations.
The petitions were signed by Marty Beskow, chief financial officer.
The cases are assigned to Judge Michael E. Ridgway. Canaccord
Genuity Inc. serves as the Debtors' financial advisor and
investment banker.
At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.
DCP MIDSTREAM: Moody's Lowers Corp. Family Rating to Ba2
--------------------------------------------------------
Moody's Investors Service downgraded DCP Midstream Operating LP's
(DPM) Corporate Family Rating to Ba2 from Ba1 and its senior
unsecured debt ratings to Ba2 from Ba1. The ratings changes reflect
the corporate reorganization effective 01 January 2017 that
combined all of the assets and debt of DCP Midstream LLC (DCP
Midstream) into DPM. The ratings on DCP Midstream's debt, which was
assumed by DPM as part of the reorganization, were affirmed at Ba2
for the senior unsecured notes and affirmed at B1 for the junior
subordinated notes. Moody's withdrew DCP Midstream's Ba2 Corporate
Family Rating and Ba2-PD Probability of Default Rating. The rating
outlook for DPM is stable.
Downgrades:
Issuer: DCP Midstream Operating LP
Corporate Family Rating, Downgraded to Ba2 from Ba1
Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD
Senior Unsecured Regular Bond/Debentures, Downgraded to Ba2
(LGD 4) from Ba1 (LGD 4)
Affirmations:
Speculative Grade Liquidity Rating, Affirmed SGL-3
Outlook Actions:
Issuer: DCP Midstream Operating LP
Outlook, Remains Stable
Affirmations:
Issuer: DCP Midstream, LLC
Junior Subordinated Regular Bond/Debenture, Affirmed B1 (LGD 6)
Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD 4)
Ratings Withdrawn:
Corporate Family Rating, Withdrawn, previously Ba2
Probability of Default Rating, Withdrawn, previously Ba2-PD
Speculative Grade Liquidity Rating, Withdrawn, previously SGL-3
Outlook Actions:
Issuer: DCP Midstream, LLC
Outlook, Changed To No Outlook From Stable
RATINGS RATIONALE
The downgrade of DPM's Corporate Family Rating (CFR) to Ba2
reflects its elevated leverage immediately following the
reorganization, as well as the benefits of the simplified
organization structure, stable cash flows, meaningful size and
scale in the US gathering and processing industry and attractive
business profile. DPM's debt to EBITDA ratio was 5.9x as of 30
September 2016, pro forma for the reorganization, and 6.3x, if the
DCP GP Holdco debt is included. Cash flow stability benefits from a
combination of fee-based and hedged revenues that account for about
70% of the gross margin and long-term contractual arrangements with
minimum volume commitments or life of lease or acreage dedications.
DPM's considerable size (top US NGL producer), diverse asset
profile, and critical mass in three key areas -- the DJ Basin,
Midcontinent region and Permian Basin -- support its business
profile and economies of scale. The rating is tempered by higher
commodity price risk, MLP model risks with high payouts (although
the three year IDR give back is a positive) and the reliance on
debt and equity markets to fund growth. Moody's recognizes the
support that the parents -- Phillips 66 (A3 negative) and Spectra
Energy (Baa2 stable) -- have historically provided.
Upon the completion of the combination, DCP Midstream contributed
all of its assets and $424 million in cash to DPM in exchange for
$1.125 billion in DPM units and the assumption by DPM of $3.15
billion of DCP Midstream debt. DPM will use the cash to repay the
outstanding amount on DPM's revolver and repay part of the $500
million senior notes maturing in December 2017. DCP's $700 million
revolver due May 2019 was terminated as part of the
reorganization.
DPM's SGL-3 Speculative Grade Liquidity Rating indicates adequate
liquidity. As of 30 September 2016, the company had $1.07 billion
available under its $1.25 billion revolving credit facility that
matures in May 2019. Typical of most MLPs, all free cash flow after
maintenance capital is distributed to LP unit holders and the GP,
leaving the long-term funding of growth capital expenditures
reliant on the revolver as well as debt and equity capital markets.
As part of the reorganization, Phillips 66 and Spectra Energy have
agreed to IDR givebacks up to $100 million annually through 2019,
as necessary to maintain a minimum 1.0x distribution coverage
ratio. The revolver has a maximum leverage covenant (5.5x
debt/EBITDA following the transaction), which was 3.3x as of 30
September 2016 (debt/EBITDA is adjusted for partial year EBITDA for
capital projects and acquisitions). We expect DPM to be in
compliance with its financial covenant through 2017. DPM has
alternate liquidity in the form of potential asset sales and joint
ventures.
DPM's Ba2 CFR could be downgraded if leverage is expected to remain
above 5.5x (including the debt at general partner) beyond 2017 or
it cannot maintain a distribution coverage ratio greater than 1x
without relying on the IDR giveback. An upgrade could be considered
if debt to EBITDA (including the debt at the general partner)
approached 4.5x.
The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.
DCP Midstream Operating, LP, is a wholly-owned subsidiary of DCP
Midstream Partners, LP, a midstream gathering and processing MLP
headquartered in Denver, Colorado. DCP Midstream Partners, LP's
general partner is controlled by DCP Midstream, LLC, a joint
venture between Phillips 66 and Spectra Energy.
E&I HOLDINGS: Seeks to Hire Lenz Food Solutions as Consultant
-------------------------------------------------------------
E&I Holdings LP seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Lenz Food Solutions,
L.L.C. as its consultant.
Lenz Food Solutions will help the Debtor ensure that its processing
plant is in compliance with the rules and regulations issued by the
U.S. Department of Agriculture.
The firm will be paid an hourly rate of $215 for its services.
Aaron Lenz, president of Lenz Food Solutions, disclosed in a court
filing that his firm does not hold any interest adverse to the
Debtor.
The firm can be reached through:
Aaron J. Lenz
Lenz Food Solutions, L.L.C.
4807 Columbia Road
Cedarburg, WI 53012
Toll Free: +1 (877) 352-1597
EMail: haccp@lenzfoodsolutions.com
The Debtor is represented by:
David Carlebach, Esq.
Ira Abel, Esq.
The Law Offices of David Carlebach, Esq.
55 Broadway, Suite 1902
New York, NY 10006
Tel: 212.785.3021
Email: david@carlbachlaw.com
Email: ira@carlebachlaw.com
About E&I Holdings
E&I Holdings LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-45751) on December 28,
2015.
The case is jointly administered with the Chapter 11 cases of E&I
Management, LLC (Bankr. E.D.N.Y. Case No. 15-45754) and PA Farm
Products, LLC (Bankr. E.D.N.Y. Case No. 15-45755) filed on December
28, 2015; and the case of Wise Kosher Natural Poultry, Inc. (Bankr.
E.D.N.Y. Case No. 15-44725) filed on October 16, 2015.
At the time of the filing, E&I Holdings estimated its assets and
liabilities at $1 million to $10 million. The other Debtors
estimated their assets of less than $100,000 and liabilities of $1
million to $10 million.
The petitions were signed by Issac Wiesenfeld, E&I Holdings general
partner.
ECLIPSE RESOURCES: Appoints EVP Corporate Development & COO
-----------------------------------------------------------
Eclipse Resources Corporation announced two organizational changes
to the senior management team which it has implemented as part of
its plan to accelerate its growth. These changes will help Eclipse
Resources to continue to deliver top-tier performance and
heightened efficiencies across the organization, while allowing the
Company to add additional emphasis on expanding its asset base.
These organizational changes have taken effect as of Jan. 1, 2017,
and as part of these changes the following senior management team
members have assumed new responsibilities:
* Tom Liberatore, executive vice president and chief operating
officer, has assumed the new role as executive vice
president, corporate development and Geosciences. In his new
role, Mr. Liberatore will be spearheading the Company's
business development, including acquisition and divestiture
efforts, as the Company looks to capitalize on opportunities
during the cyclical downturn in the energy sector, as well as
continuing to overseeing the Company's reservoir engineering,
geology and petro physical departments.
* Oleg Tolmachev, senior vice president of drilling and
completions has been appointed executive vice president and
chief operating officer. Mr. Tolmachev has assumed the full
time responsibility over the Company's operations of the
Utica and Marcellus shale properties while maintaining
continued oversight of the Company's drilling and completion
operations.
In addition, the Company has recently turned to sales all five
wells on the Company's "Holiday" pad, located on the Company's
Utica Shale dry gas window acreage in eastern Monroe County, Ohio.
These wells are the first, Utica Shale dry gas wells to utilize the
Company's "Gen-3" completion design which has shown very promising
results in all wells Eclipse has completed to date using this new
design.
Commenting on the management changes and operational activity,
Benjamin W. Hulburt, Eclipse Resources Chairman, president and CEO,
said the following, "As we move into the coming year, we are
planning to accelerate our growth, both through the drill bit and
through accretive acquisition opportunities as they arise. Eclipse
Resources has demonstrated an industry leading operational
proficiency in the Utica Shale, setting records on lateral lengths,
well costs, completion designs and efficiency. The organizational
changes we have made will not disrupt that capability which we plan
to continue to demonstrate this year with some exciting new
operational milestones we plan to undertake in our drilling
program. With these management changes, the Company has placed an
increased emphasis on its desire to grow both through the drill bit
and through accretive acquisitions opportunities."
"The Company's Holliday pad, which contains 5 gross (5 net) wells
with an average lateral length of approximately 10,700 feet, has
recently turned to sales using the Company's pressure management
production method at approximately 20 MMcf per day per well with
starting pressures of approximately 7,500 pounds. These wells are
the first dry gas wells in the Company's portfolio to utilize the
Gen-3 completion design and were completed with average stage
spacing of 180 feet and proppant loading ranging from 2,600 to
3,000 pounds per foot. Due to our operational efficiency, we
estimate we drilled and completed these wells at an average total
well cost of approximately $1019 per lateral foot which is in line
with our "type well" cost estimates that assume 50% less proppant.
Although still very early in the life of these exciting wells, they
appear to be exhibiting the same positive results we've seen in the
Gen-3 wells we've completed in the condensate window of our
acreage."
Conference Participation
Benjamin W. Hulburt (Chairman, President and CEO) and Matthew R.
DeNezza (Executive Vice President and CFO) will participate and
host one-on-one meetings during the Goldman Sachs Global Energy
Conference in Orlando, Florida from Jan. 4, 2017, through Jan. 6,
2017.
About Eclipse Resources
Eclipse Resources Corporation is an independent exploration and
production company engaged in the acquisition and development of
oil and natural gas properties in the Appalachian Basin. As of
Dec. 31, 2015, the Company had assembled an acreage position
approximating 220,000 net acres in Eastern Ohio.
The Company reported a net loss of $971 million in 2015, a net loss
of $183 million in 2014 and a net loss of $43.5 million in 2013.
As of Sept. 30, 2016, Eclipse Resources had $1.20 billion in total
assets, $593.65 million in total liabilities and $609.33 million in
total stockholders' equity.
* * *
As reported by the TCR on July 11, 2016, Moody's Investors Service
upgraded Eclipse Resources Corporation's Corporate Family Rating
(CFR) to Caa1 from Caa2 and Probability of Default Rating to
Caa1-PD from Caa2-PD. "The upgrade to Caa1 reflects Eclipse's
improved liquidity and good visibility to fund a more robust
drilling program through 2017 than we had previously anticipated,
largely the result of $123 million in proceeds raised from its
equity issuance. With considerable cash balances and improving
cash margins on its production, Eclipse is poised to return to a
production growth trajectory that should allow for meaningful
deleveraging," noted John Thieroff, Moody's VP-Senior Analyst.
In June 2016, S&P Global Ratings raised its corporate credit rating
on State College, Pa.-based Eclipse Resources Inc. to 'CCC+' from
'CC'. "The rating action reflects our opinion that Eclipse is
unlikely to pursue further distressed debt transactions given the
lack of bondholders' appetite for a distressed exchange--as
demonstrated by the early termination of the company's exchange
offer in February--and the increase in its bond price over the past
three months," said S&P Global Ratings credit analyst Christine
Besset.
ENERGY FUTURE: Directed To Resolicit Creditor Votes for Plan
------------------------------------------------------------
Judge Christopher Sontci of the U.S. Bankruptcy Court for the
District of Delaware issued a supplemental order approving the
revised disclosure statement explaining Energy Future's Chapter 11
exit plan and directed the Debtors to resolicit votes accepting or
rejecting the plan to holders of claims in Classes B3 (EFIH First
Lien Note Claims), B4 (EFIH Second Lien Note Claims), and B6
(General Unsecured Claims Against the EFIH Debtors).
According to Peg Brickley of The Wall Street Journal Pro
Bankruptcy, Energy Future walked away from a peace pact with its
top-ranking lenders and cut a new deal with junior bondholders York
Capital Management Global Advisors LLC, GSO Capital Partners LP,
Avenue Capital Management and Angelo Gordon & Co.
The new deal is supposed to ensure Energy Future gets out of
bankruptcy quickly, the Journal said. However, it raised hackles
in the ranks of senior lenders, major investment funds that had
expected to collect nearly $800 million in premiums in addition to
payment in full on their loans under a litigation settlement, the
Journal related. Instead, they will get what they are owed on the
loans but have to continue a court fight if they want to collect
the premiums, the Journal added.
Under the most recently filed Plan, if Holders of EFIH Unsecured
Note Claims agree to support the Plan within 24 hours of the EFIH
Settlement Board Approval, holders of EFIH First Lien Note Claims
will get a 94% recovery on EFIH First Lien Makewhole Claims and
100% of unpaid interest, fees, and expenses, while holders of
Second Lien Note Claims will get a 85% recovery on EFIH Second Lien
Makewhole Claims and 100% of unpaid interest, fees, and expenses.
If Class B6 votes to accept the Plan, holders of EFIH First Lien
Note Claims will get a 95% recovery on EFIH First Lien Makewhole
Claims and 100% of unpaid interest, fees, and expenses, while
holders of EFIH Second Lien Note Claims will get an 87.5% recovery
on EFIH Second Lien Makewhole Claims and 100% of unpaid interest,
fees, and expenses.
If Class B6 votes to reject the Plan, holders of EFIH First Lien
Note Claims will get a 97% recovery on EFIH First Lien Makewhole
Claims and 100% of unpaid interest, fees, and expenses, while
holders of EFIH Second Lien Note Claims will get a 92% recovery on
EFIH Second Lien Makewhole Claims and 100% of unpaid interest,
fees, and expenses.
According to the Journal, Judge Sontchi found that Energy Future
had given voting creditors enough information to make up their
minds on whether to support its often-revised chapter 11 plan.
All Holders in the Resolicitation Classes must return their ballots
on or before February 6, 2017. The Court scheduled the hearing to
confirm the Plan as it relates to the EFH Debtors and EFIH Debtors
for February 14, 2017 at 10:00 a.m.
A full-text copy of the Amended Disclosure Statement for the
Seventh Amended Plan dated January 4, 2017, is available at
http://bankrupt.com/misc/deb14-10979-10565.pdf
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for The
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq. An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only Energy
Future Competitive Holdings Company LLC; EFCH's direct subsidiary,
Texas Competitive Electric Holdings Company LLC; and EFH Corporate
Services Company, and of no other debtors. The Committee has
selected Morrison & Foerster LLP and Polsinelli PC for
representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti
M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.
* * *
In December 2015, the Bankruptcy Court confirmed the Debtors'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors. But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."
The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended. The new Chapter 11 plan features
alternative
options for dealing with the Company's stake in electricity
transmission unit Oncor.
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3,
2016.
On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., Pursuant
to
Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors
and EFIH Debtors (the "E-Side Debtors").
ESSENTIAL LIVING: Court Allows Cash Collateral Use Until Jan. 10
----------------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California authorized Essential Living Foods, Inc. to
use Cash Collateral through January 10, 2017.
The Debtor was authorized to use cash collateral to pay only the
ordinary and reasonable expenses of operating its business which
are necessary to avoid immediate and irreparable harm.
The approved Budget projects total cash collateral use at the
aggregate amount of $412,507.
The Debtor asserted that a need exists for the Debtor to have
access to the Cash Collateral in order to continue its operations,
meet its payroll and other necessary, ordinary course business
expenditures, administer and preserve the value of its estate,
maintain adequate access to cash in amounts customary and necessary
for companies of this size in this industry to maintain customer
and vendor confidence and to enable a sale of substantially all of
its assets to a third party on or before January 10, 2017.
The Debtor is indebted to Gerber Finance, Inc. in the aggregate
amount of at least $1,123,571 as of the Petition Date.
Gerber Finance has continuing first priority security interests in,
and liens upon substantially all of its assets including, without
limitation, all real, personal, intellectual, tangible, intangible
and/or fixture property, whether now owned or hereafter acquired,
including all property in which it now has or any time in the
future may acquire any right, title or interest.
Gerber Finance was granted a valid, binding, non-avoidable and
perfected first priority replacements liens on and security
interests in all of the Debtor's assets, and any and all proceeds
of the foregoing, causes of action, investment property, leases and
all substitutions thereto, accessions, rents and proceeds of the
foregoing, to the same validity, priority, and extent of the lien
of Gerber Finance in Debtor's pre-petition assets, including
insurance and other proceeds, as well as all avoidance actions
available to the Debtor under chapter 5 of the Bankruptcy Code.
Gerber Finance was also granted an allowed super-priority
administrative expense claim, having priority over any and all
other administrative expenses of the kind, in an amount equal to
all diminution in the value of the Collateral on and after the
Petition Date, including, without limitation, as a result of the
Debtor's use of Cash Collateral.
The Debtor was directed to make an adequate protection payment to
Gerber Finance in the amount of all proceeds the Debtor receives
from any source during the cash collateral period, on or before the
earlier of January 11, 2017. The Debtor was authorized to retain a
reserve in an amount not to exceed $30,000. Gerber Finance was
permitted to retain all funds received from the Debtor's customers
after the Petition Date in an amount not to exceed $5,500.
The Debtor's ability to use Cash Collateral will terminate
immediately upon the occurrence of any these events:
(a) January 10, 2017, and the Debtor's use of Cash Collateral
without authority of the Court or the written consent of Gerber
Finance;
(b) the Debtor's failure to comply with any of the material
terms or conditions of the Order;
(c) modification or extension of the Order, without providing
Gerber Finance a minimum of one business days prior written notice
of the hearing on such modification or extension;
(d) the Debtor's failure to remit any payments required under
this Order;
(e) an application is filed by the Debtor, without the prior
written consent of Gerber Finance, for the approval of any claim
arising under Section 507(b) of the Bankruptcy Code or any lien in
the Bankruptcy Case which is pari passu with or senior to the
Super-Priority Claim or Replacement Liens, excluding, in all cases,
the Super-Priority Claim, Replacement Liens or other liens arising
under or otherwise permitted by the Order;
(f) the commencement of any action by the Debtor against
Gerber Finance, its agents, advisors and/or employees, to
subordinate, avoid or disallow any liens, security interests or
claims made in connection with the Secured Loan Obligations;
(g) dismissal of the Debtor's Bankruptcy Case or conversion
of the Debtor's Bankruptcy Case to a case under Chapter 7 of the
Bankruptcy Code, or otherwise, a trustee under Chapter 11 of the
Bankruptcy Code, will be appointed or elected in the Debtor's
Bankruptcy Case;
(h) when any material provision of the Order is not valid and
binding for any reason, or cease to be valid and binding without
the prior written consent of Gerber Finance;
(i) the Debtor will fail in any material respect to comply
with any provisions in the Secured Financing Agreements governing
the maintenance of the Debtor's properties or insurance thereon;
(j) in the event Gerber Finance consents in writing to any
DIP Financing, the occurrence of a default, material breach or
termination event under the terms of such DIP Financing, or an
order approving such DIP Financing, shall constitute an event of
default under this Order as though this Order contained such
provisions in their entirety;
(k) the failure of the Debtor to meet the following
milestone: "On or before December 16, 2016, presentment of a
binding letter of intent which provides for full payment to Gerber
Finance on account of the Pre-Petition Indebtedness, and which
provides for a sale approved pursuant to Section 363 of the
Bankruptcy Code to close no later than January 10, 2017. Gerber
Finance, however, may extend either deadline in its sole and
absolute discretion in writing;
(l) the cash expenditures of the Debtor exceed those
permitted by the Budget or this Order without, in any case, the
prior written consent of Gerber Finance; and
(m) Written or oral notification from identified buyer that
it does not intend to move forward or consummate its offer to
Purchase Assets dated December 19, 2016.
A full-text copy of the Stipulated Order, dated December 27, 2016,
is available at https://is.gd/7qwrHS
About Essential Living Foods, Inc.
Essential Living Foods, Inc. filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-25844), on December 1, 2016. The Petition
was signed by Kipp Stroden, chief executive officer. The case is
assigned to Judge Robert N. Kwan. The Debtor is represented by
Elaine Nguyen, Esq., James R Selth, Esq. and Daniel J. Weintraub,
Esq. at Weintraub & Selth, APC in Los Angeles, CA. At the time of
filing, the Debtor had estimated both assets and liabilities at $1
million to $10 million each.
No trustee or examiner has been appointed in this Bankruptcy Case.
No official committee of unsecured creditors has been formed.
FINJAN HOLDINGS: Signs Licensing Agreement with F5 Networks
-----------------------------------------------------------
Finjan Holdings, Inc., announced that on Dec. 30, 2016, its
subsidiary Finjan, Inc., closed a Confidential Patent License
Agreement with F5 Networks, Inc. a leading secure application
provider based in Seattle Washington.
Pursuant to the License Agreement, F5 will obtain a license to the
Finjan patent portfolio and pay a license fee of $4 million in
cash, which Finjan received on Dec. 30, 2016. Such license does
not grant F5 any right to transfer, sublicense or grant any rights
under the License Agreement to a third party except as specifically
provided under the License Agreement. Such license also has
certain provisions relating to certain unlicensed products of any
company that acquires F5, or is acquired by F5 or its affiliates,
in which case additional royalties of 8%, or license fees,
respectively, may apply. The specific terms of the License
Agreement are confidential.
With the grant of the License Agreement, on Dec. 30, 2016, Finjan
filed a Dismissal with Prejudice of its complaint against F5, in
Case No. 3:16-cv-06955-JCS.
"The F5 license agreement is meaningful as it is the first under
our enhanced licensing program initiated to streamline efforts,
reduce costs and improve efficiencies. As a result of our
enforcement efforts we closed a record year at Finjan with more
than $18 million in revenue, an almost four-fold increase over
2015," said Phil Hartstein, president and CEO of Finjan Holdings.
"Through 2016 we successfully defended our patent portfolio in both
our first Blue Coat and the Sophos trials, settled our litigation
with Proofpoint while continuing enforcement in a number of other
actions, engaged in dozens of new licensing discussions and
invested in our emerging businesses. We believe we will see
continued revenue growth in 2017 as our licensing program gains
momentum, several large litigation cases are finalized, and as we
move more deeply into mobile security."
Finjan has pending infringement lawsuits against FireEye, Inc.,
Sophos, Inc., Symantec Corp., Palo Alto Networks., Blue Coat
Systems, Inc. and ESET relating to, collectively, more than 20
patents in the Finjan portfolio. The court dockets for the
foregoing cases are publicly available on the Public Access to
Court Electronic Records (PACER) website, www.pacer.gov, which is
operated by the Administrative Office of the U.S. Courts.
About Finjan
Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats. Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
Finjan Holdings reported a net loss of $12.6 million in 2015, a
net loss of $10.5 million in 2014 and a net loss of $6.07 million
in 2013.
As of Sept. 30, 2016, Finjan had $15.04 million in total assets,
$4.57 million in total liabilities, $13.68 million in redeemable
preferred stock and $3.22 million in stockholders' deficit.
FINTON CONSTRUCTION: Layfield Seeks Approval to Serve as Counsel
----------------------------------------------------------------
Layfield & Barrett, APC has filed an application seeking court
approval to be employed as Finton Construction, Inc.'s special
counsel.
In its application, Layfield asked the U.S. Bankruptcy Court for
the Southern District of Florida to authorize its employment nunc
pro tunc to the petition filing date for the services it provided
to the Debtor post-petition.
The firm has represented the Debtor in an appeal of a case styled
Reeves v. Finton Construction, Inc., et al., in the Orange County
Superior Court.
Layfield filed its own application after the Debtor failed to seek
employment of the firm and after it sought to terminate the firm's
services after nearly three months of work.
Layfield's proposed representation is on an upfront, flat-fee
basis, with attorneys' fees in the amount of $50,000 and a
nonrefundable deposit for costs in the amount of $25,000, according
to court filings.
The firm is represented by:
Nicolette C. Vilmos, P.L.
Broad and Cassel
390 North Orange Avenue, Suite 1400
Orlando, FL 32802
Tel: (407) 839-4200
Fax: (407) 650-0927
Email: nvilmos@broadandcassel.com
About Finton Construction
Finton Construction, Inc., is a construction company, claiming to
build "finest homes" in the United States and overseas. Primary
operations are on Star Island in Miami-Dade County, Florida.
Finton Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-19221) on June 30,
2016. The petition was signed by John Finton, president. The case
is assigned to Judge Laurel M. Isicoff. At the time of the filing,
the Debtor estimated its assets at $0 to $50,000 and debt at $1
million to $10 million. The Debtor is represented by David L.
Merrill, Esq., at Merrill PA.
FINTON CONSTRUCTION: Taps Callari & Summers as Special Counsel
--------------------------------------------------------------
Finton Construction Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Callari &
Summers, A Law Partnership.
The firm will serve as the Debtor's special counsel in connection
with a civil case filed by a certain Michel Harouche in the
Superior Court of California, County of Los Angeles.
The standard hourly rates charged by the firm range from $165 to
$295 for associates and contract attorneys, and from $65 to $100
for legal assistants, law clerks and paralegals. Partners are paid
an hourly rate of $395.
Andrew Callari, Esq., disclosed in a court filing that he and his
firm do not represent any interest adverse to the Debtor or its
bankruptcy estate.
Callari & Summers can be reached through:
Andrew C. Callari, Esq.
Callari & Summers, A Law Partnership
34197 Pacific Coast Highway, Suite 100
Dana Point, CA 92629
Tel: (714) 371-4110
Fax: (714) 882-7915
About Finton Construction
Finton Construction, Inc., is a construction company, claiming to
build "finest homes" in the United States and overseas. Primary
operations are on Star Island in Miami-Dade County, Florida.
Finton Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-19221) on June 30,
2016. The petition was signed by John Finton, president. The case
is assigned to Judge Laurel M. Isicoff. At the time of the filing,
the Debtor estimated its assets at $0 to $50,000 and debt at $1
million to $10 million. The Debtor is represented by David L.
Merrill, Esq., at Merrill PA.
FLORIDA FOREST: Hugh Keen To Get $3,216 Per Month Until Fully Paid
------------------------------------------------------------------
Florida Forest Products of Cross City, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Florida a disclosure
statement dated Dec. 22, 2016, referring to the Debtor's plan of
reorganization.
Class 2 Secured claim of Hugh Keen totaling $193,000 is unimpaired
under the Plan. Hugh Keen will receive a monthly payment of $3,216
until paid in full.
Payments and distributions under the Plan will be funded by revenue
derived from the operation of the business.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flnb16-10148-116.pdf
As reported by the Troubled Company Reporter on Jan. 2, 2017, the
Debtor filed with the Court a plan of reorganization. Under that
plan, Class 3 General Unsecured Claims would receive a monthly
payment of $7,500 starting on the confirmation of the Plan and
ending 60 months after.
About Florida Forest Products
Florida Forest Products of Cross City, Inc., is a Florida
corporation, whose business is primarily retail and wholesale
lumber and hardware sales from its location in Cross City,
Florida.
It is a corporation which operates a building supply retail store
in Cross City, Florida. The Debtor has been in business since
2014.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 16-10148) on June 28, 2016. The petition is signed
by Russ Allen, president. The Debtor is represented by Angela M.
Ball, Esq., at Angela M. Ball, P.A. The Debtor estimated assets
at
$0 to $50,000 and debts at $100,001 to $500,000 at the time of the
filing.
FORGE GROUP: Chapter 15 Case Summary
------------------------------------
Chapter 15 Debtor: Forge Group Power Pty Ltd., (in liquidation)
(receivers and managers appointed)
Level 28
108 S. Georges Terrace
Perth WA 6000
Australia
Chapter 15 Case No.: 17-30008
Type of Business: The Debtor is a wholly owned subsidiary of Forge
Group Limited. FGL, together with 36 of its
subsidiaries, evolved from a small construction
business in the 1990s to a publicly listed,
consolidated group in 2007, which had developed
a significant market presence in the
engineering, procurement and construction of
mining and oil and gas projects, and asset
management, through several acquisitions in the
seven years prior to the commencement of
voluntary administration proceedings.
Proceeding
Outside the
United States: With AU$800 million owed to creditors, Forge
Group collapsed into administration in Australia
in February 2014. Martin Jones, Andrew Saker
and Ben Johnson of Ferrier Hodgson were
appointed as administrators. In March 2014,
creditors of Forge Group voted to put the
company into liquidation.
Authorized Representative: Martin Bruce Jones
Chapter 15 Petition Date: January 3, 2017
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Hon. Dennis Montali
Ch. 15 Petitioner's
Counsel: Leib Lerner, Esq.
Jeffrey E. Tsai, Esq.
ALSTON & BIRD LLP
333 S Hope St. 16th Fl
Los Angeles, CA 90071
Tel: (213) 576-1000
E-mail: leib.lerner@alston.com
jeff.tsai@alston.com
- and -
Aaron Javian, Esq.
Adam S. Lurie, Esq.
LINKLATERS LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 424-9000
E-mail: aaron.javian@linklaters.com
adam.lurie@linklaters.com
Estimated Assets: Not Indicated
Estimated Debt: Not Indicated
FORGE GROUP: Files for Chapter 15 Bankruptcy Protection
-------------------------------------------------------
Forge Group Power Pty Ltd., which provided turnkey engineering,
procurement and construction power generation solutions to clients
in the resources, oil & gas and infrastructure sectors, sought
bankruptcy protection in the U.S. Bankruptcy Court for the Northern
District of California (Case No. 17-30008) to prevent creditors
from continuing litigation efforts in the United States.
Mr. Martin Jones, in his capacity as liquidator and foreign
representative of the Debtor, filed the verified petition pursuant
to Chapter 15 of the Bankruptcy Code seeking recognition in the
United States of a voluntary liquidation proceeding currently
pending in Australia. The Debtor has been subject to an insolvency
proceeding in Australia since February 2014.
Headquartered in Terrace, Perth, Western Australia, the Debtor is a
party to one litigation pending in the United States captioned APR
Energy Holdings Ltd v. Forge Group Power Pty Ltd, No. 2016-46548
(Tex. July 12, 2016) pending in the District Court for the 269th
Judicial District in Harris County, Texas.
"Without recognition, there is nothing to prevent APR and other
creditors in the United States from continuing or commencing
enforcement actions against the Debtor's assets," said Leib M.
Lerner, Esq., at Alston & Bird LLP, one of the Liquidator's
counsel. "It would, moreover, be unfair and contrary to the
policies underlying chapter 15 for any creditors to unilaterally
pursue remedies in the United States that advantage them over
similarly-situated creditors in Australia that are complying with
Australia law," he asserted.
Formerly known as CTEC Pty Ltd., the Debtor was acquired by Forge
Group Limited in 2012. FGL, together with 36 of its subsidiaries
(the "Forge Group"), evolved from a small construction business in
the 1990s to a publicly listed, consolidated group in 2007, which
had developed a significant market presence in the engineering,
procurement and construction of mining and oil and gas projects,
and asset management, through several acquisitions in the seven
years prior to the commencement of voluntary administration
proceedings.
According to Mr. Lerner, a combination of several factors
contributed to Forge Group's economic distress and ultimate
insolvency. He added that weakening commodity prices, reduced
demand from China and a peak in supply volumes during the 18 - 24
month period before the Administration Date precipitated an
industry-wide reduction in capital expenditures for the type of
large scale mining and construction projects that were core to the
Forge Group's business.
"The market downturn in the mining industry coincided with the
Forge Group bearing higher than expected costs in connection with
several unfinished construction projects. At the same time, the
Forge Group had relied on raising debt capital to finance several
strategic acquisitions. The increase in Forge Group's operational
cost base, market headwinds in the commodity sector and its
leveraged capital structure strained Forge Group's balance sheet,"
Mr. Lerner maintained.
The Forge Group reported revenue of over $1.1 billion and net
profit after tax of approximately $63 million in its 2013 annual
report, Court papers show. In the period to Jan. 31, 2014, the
Forge Group's management accounts recorded a deterioration in its
financial position such that it sustained a net loss after tax of
approximately $326 million.
Unable to gain sufficient traction on proposed restructuring
initiatives to reduce cost and improve liquidity of the business,
on Feb. 11, 2014, each of the companies of the Forge Group in
Australia commenced a voluntary administration proceeding by
appointing Martin Jones, Andrew Saker and Ben Jonson as joint and
several voluntary administrators pursuant to section 436A of the
Corporations Act. The commencement of the Voluntary Administration
resulted in an automatic moratorium on the rights of creditors of
the Forge Group to, among other things, commence or continue suits
against these companies and their respective properties.
On March 18, 2014, the creditors of each of the Forge Group
companies subject to Voluntary Administration resolved that each
company should be wound up and immediately placed into liquidation.
By virtue of the Creditors' Resolution, and pursuant to the
Corporations Act, each of the Administrators was appointed as a
joint and several liquidator of the Debtor and the Debtor's
voluntary liquidation proceeding commenced under Australian law.
Currently, Mr. Jones is the sole acting liquidator with respect to
the Debtor.
As of the Administration Date, Australia and New Zealand Banking
Group Limited, QBE Insurance (Australia) Ltd and Assetinsure Pty
Ltd (as agent for Swiss RE International SE) (together, the "Club
Banks"), held the benefit of first-ranking security over
effectively all of the Forge Group's assets and undertakings with
the exception of joint venture shareholdings, securing debt of
approximately $249 million, according to Court papers. The
commencement of the Voluntary Administration triggered an event of
default under the loan documents evidencing the Secured Bank Loans,
giving the Club Banks the right to instruct ANZ Fiduciary Services
Pty Ltd, as security trustee, to appoint a receiver.
Following the commencement of the Voluntary Administration, the
Security Trustee, acting on behalf of the Club Banks, appointed
Mark Mentha and Scott Langdon of KordaMentha as joint and several
receivers and managers of the Debtor and certain other members of
the Forge Group. The Receivers have been empowered to deal with
the assets and affairs of the Debtor since their appointment in
accordance with their powers under Australian law and the Secured
Bank Loans.
The Forge Group had four key divisions: power, construction, asset
management and minerals and resources. It had operations in
Australia, New Zealand, North America, Asia and Africa. As of the
Administration Date, the Forge Group employed over 1,600 people
across Australia and over 2,000 individuals worldwide.
FRACH TECH: Bank Debt Trades at 19.20% Off
------------------------------------------
Participations in a syndicated loan under Frach Tech Services Ltd.
is a borrower traded in the secondary market at 80.80
cents-on-the-dollar during the week ended Friday, December 30,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.20 percentage points from
the previous week. Frach Tech Services Ltd. pays 475 basis points
above LIBOR to borrow under the $550 million facility. The bank
loan matures on April 3, 2021 and carries Moody's Ca rating and
Standard & Poor's CCC rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended December
30.
FRESH & EASY: Court Extends Plan Filing Period to March 28
----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Fresh & Easy, LLC's exclusive periods
for filing a chapter 11 plan and soliciting acceptances to the
plan, through March 28, 2017 and May 30, 2017, respectively.
The Debtor previously sought the extension of its exclusivity
periods, relating that it has continued to diligently prosecute its
Chapter 11 Case. The Debtor further related that its progress to
date and the nature and extent of its Chapter 11 activities
contemplated for the next couple of months provided ample cause to
extend the Exclusive Periods.
The Debtor submitted that accomplishing these tasks had been a
labor-intensive and time consuming process for the Debtor, the
Chief Restructuring Officer and other professionals. Among other
things, the Debtor had been:
(a) reviewing, reconciling and objecting to claims filed
against the Debtor's estate, including omnibus and individual claim
objections and objections to purported class claims;
(b) negotiating the proposed sale of intellectual property;
(c) negotiating and seeking Court approval of the sale of
liquor licenses;
(d) defending adversary proceedings;
(e) negotiating and seeking approval of a class action
settlement resolving all proofs of claim seeking accrued, unused
and unpaid paid time off filed by former employees in Arizona and
Nevada, including the proposed resolution of the adversary action
captioned Darlene Lewis, on behalf of herself and all others
similarly situated v. Fresh & Easy, LLC and DOES 1 through 25,
inclusive, Adv. Pro. No. 16-50030 (BLS);
(f) retaining a broker to provide insurance brokerage
services;
(g) continuing the wind down of the Debtor's 401-K plan;
(h) providing information to the Committee’s
professionals related to claims and preference actions;
(i) filing the monthly operating reports;
(j) reporting on ordinary course professionals;
(k) addressing various other issues and tasks related to the
administration of the Chapter 11 Case.
(l) continuing discussions with the Committee and YFE
Holdings, Inc. in an effort to reach a global resolution of the
bankruptcy case, including resolving those issues raised in the
Committee's pending adversary proceeding against the YFE parties,
captioned as "The Official Committee of Unsecured Creditors of
Fresh & Easy, LLC v. YFE Holdings, Inc., et al., Adv. Pro. No. 16-
50993 (BLS)"; and
(m) working together with the Committee to formulate the
terms of, and draft, a combined plan of liquidation and disclosure
statement.
The Debtor contended that the parties would reach agreement on the
terms of a liquidating plan and the Committee will be a plan
co-proponent in the Chapter 11 Case. Moreover, the Debtor intended
to continue to work cooperatively with the Committee and its
professionals on all major issues, including finalizing the terms
of a liquidating plan.
About Fresh & Easy, LLC.
Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 15-12220) on Oct. 30, 2015. The petition was signed
by Peter McPhee, the CFO. The Debtor estimated assets of $10
million to $50 million and liabilities of at least $100 million.
Judge Christopher S. Sontchi is assigned to the case.
The Debtor has engaged Norman L. Pernick, Esq., Kate J. Stickles,
Esq., and David W. Giattino, Esq., at Cole Schotz P.C. as counsel;
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent; DJM
Realty Services, LLC; and CBRE Group, Inc., as real estate
consultants; and FTI Consulting, Inc., as restructuring advisors.
The Official Committee of Unsecured Creditors hired Fox Rothschild
LLP and ASK LLP as counsel.
* * *
The Debtor has undertaken the process of liquidating the estate's
assets located at its retail locations and distribution center with
the assistance of Hilco Merchant Resources, LLC, and Industrial
Assets Corp., respectively, has engaged DJM Realty Services, LLC,
and CBRE, Inc., to market its leasehold interests, and has recently
engaged Hilco Streambank to assist with the disposition of its
intellectual property.
As part of the claims process, a bar date of Feb. 19, 2016, was
established by the Court for creditor claims.
FTZ NETWORKS: IberiaBank Seeks Protection for Cash Collateral Use
-----------------------------------------------------------------
IberiaBank requests the U.S. Bankruptcy Court for the Northern
District of Mississippi to condition the use of cash collateral by
FTZ Network, Inc. upon payment of adequate protection and other
terms to be set by the Court.
IberiaBank also asks the Court to order the Debtor to make an
accounting of the use of all cash collateral post petition.
IberiaBank asserts that it holds a validly perfected security
interest and a properly perfected lien on the Debtor's property at
the commencement of the case, including the Debtor's accounts,
inventory, and other collateral which is or may result in Cash
Collateral.
The cash collateral may include all inventory, equipment, accounts;
all fixtures; all attachments; all insurance refunds relating to
the foregoing property; all good will relating to the foregoing
property; and all supporting obligations relating to the foregoing
property; and all products and their proceeds.
IberiaBank relates that pursuant to Promissory Note 3101, it holds
a secured claim against Debtor in the original principal amount of
$50,000. IberiaBank further relates that pursuant to a Promissory
Note 3128, it holds a secured claim against Debtor in the original
principal amount of $75,000, which was subsequently extended to
$150,000.
As of November 28, 2016, the outstanding balance due on Note 3128
was $151,121, while the outstanding balance due on Note 3101 was
$27,500.
The Debtor contends that good cause exists to allow it to use cash
collateral as it is necessary to avoid immediate and irreparable
harm to the Debtor, as its implementation will, among other things,
allow for the Debtor to maintain operations and sustain its
business operations and enhance the Debtor's prospects for a
successful completion of its Chapter 11 case.
IberiaBank maintains that as a condition for the Debtor's use of
Cash Collateral and as protection from the consequences of the
imposition of the automatic stay, it is entitled to adequate
protection pursuant to Sections 361 and 363(e) of the Bankruptcy
Code.
IberiaBank is represented by:
Bradley T. Golmon, Esq.
HOLCOMB DUNBAR
Post Office Drawer 707
Oxford, MS 38655
Phone: (662) 234-8775
Fax: (662) 238-7552
-- and --
R. Lee Webber, Esq.
MORTON & GERMANY, PLLC
45 N. B.B. King Blvd., Suite 201
Memphis, TN 38103
Phone: (901) 522-0050
Fax: (901) 522-0053
About FTZ Network
FTZ Network, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
N.D.Miss. Case No. 16-14020) on November 14, 2016. The petition
was signed by its CEO, Michael Niclosi. The Debtor is represented
by Toni Campbell Parker, Esq., at Law Firm of Toni Campbell Parker.
At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $500,000 to $1 million.
GAINESVILLE HOSPITAL: Moody's Cuts LTGO Bond Rating to Ba1
----------------------------------------------------------
Moody's Investors Service has downgraded Gainesville Hospital
District, TX's (d.b.a. North Texas Medical Center) limited tax
general obligation bond rating to Ba1 from A3. The outlook has been
revised from negative, and the rating has been placed under review
for a possible downgrade.
This rating action reflects the district's imminent filing of a
petition for Chapter 9 bankruptcy and potential risks associated
with bankruptcy proceedings and negotiations with Universal Health
Services, Inc. (UHS, Ba1 stable Long-Term Corporate Family Ratings)
and creditors and stakeholders. The district's financial operations
have been characterized by multiple years of operating losses and
negative cash flow. The rating considers a nonbinding letter of
intent between the district and UHS to develop an agreement where
UHS will assume all operational functions of the North Texas
Medical Center while the Gainesville Hospital District will
continue to pay its current and long-term obligations. The rating
also reflects our expectation that, despite the bankruptcy filing,
the district will continue to make its debt service payments in
full and on time with ample headroom below the maximum tax rate.
The review for possible downgrade will consider the near-term
impact of bankruptcy filing, which could conceivably include an
automatic stay on debt payments, as well as details of negotiations
with UHS as they emerge.
METHODOLOGY
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.
GATOR EQUIPMENT: Hires Gordon Brothers as Appraisers
----------------------------------------------------
Gator Equipment Rental of Iberia, LLC, Gator Equipment Rentals of
Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment
Rentals, LLC seek authorization from the U.S. Bankruptcy Court for
the Western District of Louisiana to employ Gordon Brothers Asset
Advisors, LLC as equipment appraisers.
Gordon Brothers will appraise the machinery & equipment of the
Debtors.
Gordon Brothers will be paid an appraisal fee of $15,000, plus
reimbursement for out of pocket expenses, with $7,500 due prior to
beginning the appraisal. The Debtors request authority to make such
initial payment, and propose that Gator Iberia, Gator Fourchon, and
to the extent permitted, Gator Crane have sufficient funds to make
the initial payment. If participation by Gordon is required in
litigation, i.e., appearances for testimonial purposes at hearings,
then Gordon charges an additional daily fee of maximum $4,000 per
day will be charged.
Mackenzie Shea, associate general counsel at Gordon Brothers Group,
LLC, the parent entity of Gordon Brothers Asset Advisors LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Gordon Brothers can be reached at:
GORDON BROTHERS ASSET ADVISORS, LLC
Prudential Tower
800 Boylston Street, 27th Floor
Boston, MA 02199
Tel: (617) 422-3233
Website: gordonbrothers.com
About Gator Equipment Rentals
Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of
Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment
Rentals, LLC, filed Chapter 11 petitions (Bankr. Case No. 16-51667,
16-51668, 16-51669, and 16-51671) on Dec. 5, 2016. The Debtors are
represented by Paul Douglas Stewart, Jr., Esq., Brandon A. Brown,
Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown LLC.
GELTECH SOLUTIONS: Issues Michael Reger $125,000 Convertible Note
-----------------------------------------------------------------
GelTech Solutions, Inc., issued Mr. Michael Reger, the Company's
president, director and principal shareholder, a $125,000 7.5%
secured convertible note in consideration for a loan of $125,000.
The note is convertible at $0.2108 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
296,490 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.
GENERAL GLASS: Hires Goldman Associates as Auctioneer
-----------------------------------------------------
General Glass Company, Incorporated seeks authorization from the
U.S. Bankruptcy Court for the Southern District of West Virginia to
employ Goldman Associates, Inc. to auction the Debtor's real estate
located at 1900 12th Avenue, Parkersburg, West Virginia.
The Debtors and Goldman Associates have agreed to a marketing
budget of $5,000, which will be prepaid by the Debtor. In addition,
Goldman Associates shall receive a 5% commission of gross auction
proceeds deducted from proceeds distributed to the Debtor and will
also charge a buyer's premium equal to 5% of the final sale price,
for a total commission of 10%.
Jay Goldman, president of Goldman Associates, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Goldman Associates can be reached at:
Jay Goldman
GOLDMAN ASSOCIATES, INC.
P.O. Box 271
Charleston, WV 25321
Tel: (304) 343-5695
Fax: (304) 343-5694
E-mail: jgoldman@goldmanassociates.org
Headquartered in Charleston, West Virginia, General Glass Company,
Inc., aka General Glass Home Center, aka General Glass Design
Center, was founded in 1944 to sell and install commercial glass
throughout West Virginia.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
W.V. Case No. 14-20299) on June 10, 2014, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Cynthia D. Smith, president.
Judge Ronald G. Pearson presides over the case.
Christopher S. Smith, Esq., and Nicola D. Smith, Esq., at Hoyer,
Hoyer & Smith, PLLC, serves as the Debtor's bankruptcy counsel.
GREAT BASIN: Signs Separate Agreements with 2016 Noteholders
------------------------------------------------------------
Great Basin Scientific, Inc. entered into separate agreements with
holders of more than 51% in aggregate principal amount of the
senior secured convertible notes issued by the Company pursuant to
that certain Securities Purchase Agreement, dated June 29, 2016, by
and among the Company and the investors party thereto. Pursuant to
the terms of the Amendment Agreements, all of the 2016 Notes were
amended such that no holder of 2016 Notes nor any of its affiliates
will sell, directly or indirectly, on any trading day more than its
pro rata percentage of 40% of the trading volume of the Company's
common stock, unless the Company's common stock is then trading
above $2.50 (as adjusted for stock splits, stock dividends,
recapitalizations and similar events), as disclosed in a regulatory
filing with the Securities and Exchange Commission.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
HARRINGTON & KING: Court Extends Plan Filing Deadline to April 6
----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois extended The Harrington & King
Perforating Co., Inc. and Harrington & King South, Inc.'s exclusive
period for filing their plans and disclosure statements through
April 6, 2017.
Judge Thorne held that other parties in interest may file a plan if
and only if:
(a) a Trustee has been appointed;
(b) the Debtor has not filed a plan on or before April 6,
2017; or
(c) the Debtor has not filed a plan that has been accepted
before July 6, 2017, by each class of claims or interests that is
impaired under the plan.
The Debtors previously sought the extension of their exclusivity
period, relating that since the filing of their
jointly-administered case, they had taken large steps to stabilize
and rationalize business operations and to improve their financial
performance to the level necessary to support a successful
reorganization, including, among other things: reconciling their
books and records, terminating redundant employees, filling key
managerial positions, implementing cost saving procedures, fixing
and replacing equipment, listing real estate not necessary for the
Debtors' continued operations on the market, securing a
postpetition line of credit to fund inventory purchases for larger
orders, and beginning the process of terminating H&K Chicago's
pension plan.
The Debtors contended that while these efforts had positively
impacted their financial performance, the Debtors believed that it
made sense to establish a longer and stronger track record of
improved performance before filing plans of reorganization,
especially because the deadline for filing a plan was set on
January 6, 2017, which followed the historically slowest month of
the year for the Debtors due to the Thanksgivings, Christmas and
other holidays falling in late November through January 1.
The Debtors further contended that the distressed termination of
the H&K Chicago pension plan was an unresolved contingency that was
critical to the Debtors' reorganization. The Debtor related that
Inland Bank and Trust, the Debtors' primary secured creditor, and
the Committee, as well as the U.S. Trustee, each indicated that
they would prefer that the Debtors not file a plan prematurely on
January 6, 2017, and that they would prefer that the Debtors take
additional time to file a plan supported by solid projections and
that hopefully has the consent of the Pension Benefit Guaranty
Corp.
About The Harrington & King Perforating Co., Inc.
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing. Most of the work
is done to customer specifications and consists of high value-added
jobs, not typical of most metal punching. The products are used in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7,
2016. The petitions were signed by Greg McCallister, chief
restructuring officer and chief operating officer. The cases are
jointly administered under Case No. 16-15650. The cases are
assigned to Judge Deborah L. Thorne.
The Debtors estimated assets and liabilities in the range of $1
million to $10 million.
The Debtors are represented by William J. Factor, Esq., at
FactorLaw.
HEBREW HEALTH: Hires Pullman & Comley as Tax Appeal Counsel
-----------------------------------------------------------
Hebrew Health Care, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Connecticut to employ Pullman & Comley, LLC as special property tax
appeal counsel to Hebrew Life Choices, Inc. ("HLCI").
In sum, Pullman & Comley will represent HLCI in connection with the
West Hartford October 1, 2016 revaluation assessment of its
property located at 160 Simsbury Road, West Hartford, Connecticut
06117. Pullman & Comley's services will commence with efforts to
negotiate a reasonable assessment failing which a valuation appeal
will be filed with the Connecticut Superior Court against the Town
of West Hartford.
The tax appeal services will be paid for distinctly pursuant a
contingency arrangement. Specifically, Pullman & Comley shall be
entitled to 1/3 of 1 year's Property tax savings for all services
provided through the Board of Assessment Appeals decision, or 1/3
of 5 years' Property tax savings after the Superior Court appeal is
filed. Pullman & Comley has not requested and will not request an
additional retainer in connection with the property tax appeal
services.
No sums will be paid to Pullman & Comley for the tax appeal
services until the Court has reviewed an appropriate application
for allowance of fees and reimbursement of expenses pursuant to
sections 330 and/or 331 of the Bankruptcy Code, and only after
notice and a hearing thereon.
Elliott B. Pollack, member of Pullman & Comley, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Pullman & Comley can be reached at:
Elliott B. Pollack, Esq.
PULLMAN & COMLEY, LLC
90 State House Square
Hartford, CT 06103-3702
Tel: (860) 424-4340
Fax: (860) 424-4370
E-mail: ebpollack@pullcom.com
About Hebrew Health Care, Inc.
Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
Community Services, Inc., and Hebrew Home and Hospital,
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their
cases are assigned to Judge Ann M. Nevins.
At the time of the filing, Hebrew Health Care, Inc., estimated
assets at $1 million to $10 million and liabilities at $100,000 to
$500,000; Hebrew Life Choices estimated assets at $10 million to
$50 million and liabilities at $10 million to $50 million; Hebrew
Community Services estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000; and Hebrew Home and Hospital
estimated assets at $1 million to $10 million and liabilities at
$10 million to $50 million.
The Debtors are represented by Elizabeth J. Austin, Esq., at
Pullman and Comley, LLC.
The United States Trustee for Region 2 appointed The Connecticut
Light and Power Company, McKesson Corporation, and Morrison
Management Specialists, Inc. to serve on the Official Committee of
Unsecured Creditors.
HENSON MECHANICAL: Needs to Use Brand Banking Cash Collateral
-------------------------------------------------------------
Henson Mechanical, Inc. d/b/a Ben Franklin Plumbing d/b/a One Hour
Heating and Air Conditioning seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Georgia to use cash
collateral.
The Debtor intends to use cash collateral generated from its
business to pay expenses and other expenditures reasonably
necessary for the continued operation in accordance with its
proposed Budget which provides for total monthly operating expenses
of $114,634.
The Debtor contends that it must have access to cash in order to
minimize disruption of the its Business, and will be in the best
interests of Debtor's estate and its creditors.
The Debtor believes that Brand Banking Company may assert a first
priority lien upon and security interest in Debtor's assets
including all accounts and other assets.
A full-text copy of the Debtor's Motion, dated January 3, 2017, is
available at https://is.gd/ORRQsM
Henson Mechanical, Inc. is represented by:
Cameron M. McCord, Esq.
JONES & WALDEN, LLC
21 Eighth Street, NE
Atlanta, GA 30309
Telephone: (404) 564-9300
Email: cmccord@joneswalden.com
About Henson Mechanical, Inc.
Henson Mechanical, Inc. d/b/a Ben Franklin Plumbing d/b/a One Hour
Heating and Air Conditioning is a Georgia Corporation, operating a
residential air conditioning and plumbing company, which corporate
offices are located in Monroe, GA.
Henson Mechanical, Inc. filed a Chapter 11 petition (Bankr. M.D.
Ga. Case No. 17-30011), on January 3, 2017. The Debtor is
represented by Cameron M. McCord, Esq., at Jones & Walden, LLC.
HESED ENTERPRISES: Seeks to Hire Lindauer as Legal Counsel
----------------------------------------------------------
Hesed Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Joyce W. Lindauer Attorney, PLLC to
give legal advice regarding its duties under the Bankruptcy Code,
assist in the preparation of a bankruptcy plan, and provide other
services.
The hourly rates charged by the firm are:
Joyce Lindauer $350
Sarah Cox Associate $195
Jamie Kirk Associate $195
Jeffery Veteto Associate $185
Dian Gwinnup Paralegal $105
Joyce Lindauer, Esq., owner of the firm, disclosed in a court
filing that the members of her firm are "disinterested" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Sarah M. Cox, Esq.
Jamie N. Kirk, Esq.
Jeffery M. Veteto, Esq.
Joyce W. Lindauer Attorney, PLLC
Dallas, TX 75231
Tel: (972) 503-4033
Fax: (972) 503-4034
About Hesed Enterprises
Hesed Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-10299) on December
15, 2016. The petition was signed by D. Reginald Stover,
co-managing member.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $50,000.
HIGHLANDS OF MEMPHIS: Cash Collateral Use on Interim Basis Allowed
------------------------------------------------------------------
Judge David S. Kennedy of the U.S. Bankruptcy Court for the Western
District of Tennessee authorized The Highlands of Memphis, LLC and
The Highlands of Dyersburg, LLC to use cash collateral on an
interim basis.
The Debtors contended that they required immediate use of cash
collateral to operate their on-going businesses and to fund interim
critical cash reqiurements, including without limitation, to pay
wages, maintenance expenses, utility expenses, rent and insurance
premiums related to the Debtors' facilities, among other things.
The approved Budget covers the period Dec. 27, 2016 through Jan. 4,
2017, and provided for total cash disbursements in the amount of
$119,921 for The Highlands of Memphis, and $88,639 for The
Highlands of Dyersburg.
The Debtor's secured creditor, Capital Finance, LLC was granted
replacement, postpetition security interests in and liens upon all
of the Debtors' respective assets of the same validity, extent,
priority, and type in which Capital Finance holds prepetition liens
or security interests, including cash collateral and accounts
receivable.
Pursuant to the Court's Fourth Interim Cash Collateral Order, and
in order to induce Capital Finance to consent to the Fourth Interim
Cash Collateral Order, the Debtors' landlord FC Highlands, LLC, has
paid cash in the amount of $384,660 for the sole benefit of Capital
Finance, into a restricted depository account at CFG Community
Bank, to be held in escrow.
Judge Kennedy held that to the extent that the Capital Finance Loan
Facility is not repaid and satisfied in full on or before June 30,
2017 from the collections received by Capital Finance from the
accounts receivable of the Debtors that have been pledged by the
Debtors to secure the Debtors’ obligations under the Capital
Finance Loan Facility after the exercise of commercially reasonable
efforts by Capital Finance to collect such account receivables, the
FC Highlands Escrow Funds will be released from the FC Highlands
Escrow and paid over by CFG Community Bank to Capital Finance in
the amount of the then remaining unpaid balance of the Capital
Finance Loan Facility, existing as of June 30, 2017, with any
remaining portions of the FC Highlands Escrow Funds held by CFG
Community Bank in the FC Highlands Escrow, to be returned by CFG
Community Bank to FC Highlands.
Judge Kennedy held that the proceeds of The Highlands of
Dyersburg's aged accounts receivable for managed Medicaid estimated
to be in the aggregate amount of approximate $268,351, will be
treated as follows:
(a) $208,561 of Managed Medicaid Payments will be applied to
reduce the Capital Finance Loan Facility; and
(b) The next $59,790 of the remaining Managed Medicaid Payments
will be held in escrow pursuant to an escrow agreement to be
negotiated by the parties and will be available to fund the
Debtors’ cash collateral needs, if necessary and to the extent
authorized by further order of the Court through January 31, 2017.
FC Highlands, and its assigns, including CLMG II SPE I, LLC was
granted replacement, postpetition security interests in and liens
upon all of the Debtors' assets of the same extent, validity,
priority, and type in which FC Highlands holds prepetition liens or
security interests.
A full-text copy of the Interim Order, dated Dec. 30, 2016, is
available at
http://bankrupt.com/misc/HighlandsofMemphis2016_1630025_140.pdf
A full-text copy of the approved Budget, dated Dec. 30, 2016, is
available at
http://bankrupt.com/misc/HighlandsofMemphis2016_1630025_140_1.pdf
Capital Finance, LLC, is represented by:
James E. Bailey III, Esq.
BUTLER SNOW LLP
6075 Poplar Avenue, Suite 500
Memphis, TN 38119
Telephone: (901) 680-7347
- and -
Lisa Bittle Tancredi, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, MD 21202
Telephone: (410) 385-5048
FC Highlands, LLC is represented by:
Joseph R. Mayes, Esq.
WILLIAMS MULLEN
222 Central Park Avenue, Suite 1700
Virginia Beach, VA 23457
CLMG II SPE I, Inc. is represented by:
Joel L. Perrell, Jr., Esq.
MILES & STOCKBRIDGE P.C.
100 Light Street
Baltimore, MD 21202
About The Highlands of Memphis
The Highlands of Memphis, LLC, d/b/a The Highlands of Memphis
Health & Rehab, The Highlands of Dyersburg, LLC and Regional
Healthcare Services, LLC each filed Chapter 11 petitions (Bankr.
W.D. Tenn. Case No. 16-30025, 16-30096, and 16-30027,
respectively), on Oct. 31, 2016. The petitions were signed by
Denny R. Barnett, chief manager. The cases are assigned to Judge
David S. Kennedy.
At the time of filing, The Highlands of Memphis estimated assets
and liabilities at $1 million to $10 million each, while Regional
Healthcare Services estimated assets and liabilities at $0 to
$50,000.
The Highlands of Memphis is a Tennessee limited liability company
whose activities are centered on the delivery of long term
healthcare and skilled nursing care to individual patient
residents.
HIGHLANDS OF MEMPHIS: Court Allows Continued Use of Cash
--------------------------------------------------------
Judge David S. Kennedy of the U.S. Bankruptcy Court for the Western
District of Tennessee authorized The Highlands of Memphis, LLC, The
Highlands of Dyersburg, LLC, and Regional Healthcare Services, LLC
to use cash collateral for the interim period ending December 20,
2016, or until a further interim order or a final order is
entered.
The Debtors asserted that they required the immediate use of cash
collateral to operate their on-going businesses and to fund interim
critical cash requirements, including without limitation, to pay
wages, maintenance expenses, utility expenses, rent and insurance
premiums related to the facility, until such time as a final
hearing on its use of cash collateral may be conducted.
The approved budget provides for postpetition expenses, in the
amount of $373,035 for Memphis, and $202,945 for Dyersburg, that
needs to be paid during the interim period.
The Debtors were not authorized to pay any prepetition claims or
any amounts to any insiders of the Debtors during the Interim
Period, except of one payment of $15,000 to Aria Health Group by
The Highlands of Dyersburg, LLC and one payment of $25,000 to Aria
Health Group by The Highlands of Memphis, LLC.
Capital Finance and FC Highlands, and its assigns, were granted
replacement, postpetition security interests in and liens upon all
of the Debtors' assets of the same validity, extent, priority, and
type in which they hold prepetition liens or security interests.
The Debtors were directed to segregate and retain all prepetition
cash collateral and post-petition accounts receivable collected
from the operation of their business in one or more accounts, as
additional adequate protection to Capital Finance.
A full-text copy of the Third Interim Order, dated December 27,
2016, is available at https://is.gd/J2uqTJ
About The Highlands of Memphis
The Highlands of Memphis, LLC, d/b/a The Highlands of Memphis
Health & Rehab, The Highlands of Dyersburg, LLC and Regional
Healthcare Services, LLC each filed Chapter 11 petitions (Bankr.
W.D. Tenn. Case No. 16-30025, 16-30096, and 16-30027,
respectively), on Oct. 31, 2016. The petitions were signed by
Denny R. Barnett, chief manager. The cases are assigned to Judge
David S. Kennedy.
At the time of filing, The Highlands of Memphis estimated assets
and liabilities at $1 million to $10 million each, while Regional
Healthcare Services estimated assets and liabilities at $0 to
$50,000.
The Highlands of Memphis is a Tennessee limited liability company
whose activities are centered on the delivery of long term
healthcare and skilled nursing care to individual patient
residents.
HIGHLANDS OF MEMPHIS: Has Authorization to Use Cash Until Dec. 29
-----------------------------------------------------------------
Judge David S. Kennedy of the U.S. Bankruptcy Court for the Western
District of Tennessee authorized The Highlands of Memphis, LLC, The
Highlands of Dyersburg, LLC, and Regional Healthcare Services, LLC
to use cash collateral on an interim basis, until December 29,
2016, or until a further interim order or a final order is
entered.
The Debtors asserted that they require immediate use of cash
collateral to operate their on-going businesses and to fund interim
critical cash requirements, including without limitation, to pay
wages, maintenance expenses, utility expenses, rent and insurance
premiums related to the facility, until such time as a final
hearing on its use of cash collateral may be conducted.
The approved budget provides for postpetition expenses in the
approximate amount of $39,343 for Memphis and $34,317 for
Dyersburg, including payroll expenses in the aggregate amount of
$316,000.
Capital Finance and FC Highlands, and its assigns, were granted
replacement, postpetition security interests in and liens upon all
of the Debtors' assets of the same validity, extent, priority, and
type in which they hold prepetition liens or security interests.
Each Debtor was directed to continue using and maintaining, during
the Interim Period, the existing cash management systems that the
Debtors had established with Capital Finance. Capital Finance was
directed to provide the Debtors with statements and/or an
accounting of such accounts from the Petition Date through December
31, 2016, on or before January 15, 2017.
As a condition precedent to the use of any cash collateral, FC
Highlands will immediately pay cash in the amount of $384,660 for
the sole benefit of Capital Finance into a restricted depository
account at CFG Community Bank, which will be held in escrow, and be
released and paid over to Capital Finance in the amount of any
unpaid balance of the Capital Finance Loan Facility as of June 30,
2017.
A full-text copy of the Fourth Interim Order, dated December 29,
2016, is available at https://is.gd/vblelJ
About The Highlands of Memphis
The Highlands of Memphis, LLC, d/b/a The Highlands of Memphis
Health & Rehab, The Highlands of Dyersburg, LLC and Regional
Healthcare Services, LLC each filed Chapter 11 petitions (Bankr.
W.D. Tenn. Case Nos. 16-30025, 16-30096, and 16-30027,
respectively), on Oct. 31, 2016. The petitions were signed by
Denny R. Barnett, chief manager. The cases are assigned to Judge
David S. Kennedy.
At the time of filing, The Highlands of Memphis estimated assets
and liabilities at $1 million to $10 million each, while Regional
Healthcare Services estimated assets and liabilities of less than
$50,000.
The Highlands of Memphis is a Tennessee limited liability company
whose activities are centered on the delivery of long term
healthcare and skilled nursing care to individual patient
residents.
IDDINGS TRUCKING: Wants to Use Crestmark Bank, IRS Cash Collateral
------------------------------------------------------------------
Iddings Trucking, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Ohio for authorization to use the cash
collateral of Crestmark Bank and/or the Internal Revenue Service.
The Debtor contends that an immediate need exists for the Debtor to
obtain approval of the use of cash collateral in order to meet key
expenses such as payroll in the approximate semi-monthly amount of
$43,000, to pay utilities, insurance, and taxes and to pay
independent contractors. The Debtor further contends that without
the immediate use of cash collateral, the Debtor will essentially
be forced to shut down, precluding any possibility of preserving
the value of the business, generating new value and successfully
reorganizing.
The Debtor owes approximately $175,000 to Crestmark Bank, exclusive
of fees and other charges, as of the Petition Date.
The IRS filed Federal Tax Liens against the Debtor, asserting
approximately $369,000 in federal taxes.
The Debtor tells the Court it intends to provide adequate
protection to Crestmark Bank and/or the IRS for the use of cash
collateral by offering to maintain the going concern value of the
collateral by using the cash collateral to continue to operate the
business and by providing post-petition replacement liens in
accounts receivable, having the same priority as existed as of the
Petition Date.
A full-text copy of the Debtor's Motion, dated Dec. 30, 2016, is
available at
http://bankrupt.com/misc/IddingsTrucking2016_216bk58202_9.pdf
Crestmark Bank can be reached at:
CRESTMARK BANK
5480 Corporate Dr.
Troy, MI 48098
About Iddings Trucking, Inc.
Iddings Trucking, Inc., filed a chapter 11 petition (Bankr. S.D.
Ohio Case No. 16-58202) on Dec. 30, 2016. The petition was signed
by George C. Loeber, president. The Debtor is represented by John
W. Kennedy, Esq. and Myron N. Terlecky, Esq., at Strip Hoppers
Leithart McGrath & Terlecky Co., LPA. The case is assigned to
Judge Kathryn C. Preston. The Debtor estimated assets and
liabilities at $1 million to $10 million.
The Debtor is in the business of commercial trucking. Its
principal place of business is located at 741 Blue Knob Road,
Marietta, Ohio 45750. The Debtor has been in business for more
than 50 years as it was founded in 1966. The Debtor currently
employs approximately 32 individuals.
IMMUCOR INC: Bank Debt Trades at 3.55% Off
------------------------------------------
Participations in a syndicated loan under Immucor Inc. is a
borrower traded in the secondary market at 96.45
cents-on-the-dollar during the week ended Friday, December 30,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.08 percentage points
from the previous week. Immucor Inc. pays 375 basis points above
LIBOR to borrow under the $665 million facility. The bank loan
matures on Aug. 19, 2018 and carries Moody's B2 rating and Standard
& Poor's B- rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 30.
INTERPACE DIAGNOSTICS: Offering $4.2M Shares of Common Stock
------------------------------------------------------------
Interpace Diagnostics Group, Inc., has entered into a securities
purchase agreement with certain institutional investors to purchase
an aggregate of 375,000 shares of common stock at a price of $6.75
per share and an aggregate of 255,000 pre-funded warrants to
purchase common stock, at a purchase price of $6.74 per share, with
$0.01 per share payable upon exercise of each pre-funded warrant,
in a registered direct offering with aggregate gross proceeds of
approximately $4.2 million. The offering is expected to close on
or about Jan. 6, 2017, subject to the satisfaction of customary
closing conditions.
Maxim Group LLC acted as exclusive placement agent for the
offering.
After deducting the placement agent's commission and other
estimated offering expenses payable by Interpace, the net proceeds
to Interpace are anticipated to be approximately $3.7 million.
Interpace intends to use the net proceeds of the offering for
working capital, repayment of indebtedness and general corporate
purposes.
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.
ITT EDUCATIONAL: Trustee Responds to Former Students' Class Action
------------------------------------------------------------------
Deborah J. Caruso, the chapter 7 Trustee appointed by the United
States Bankruptcy Court to oversee the liquidation of the estate of
the failed ITT Educational Services, Inc. and ITT Technical
Institute, on Jan. 5, 2017, responded to the purported class action
complaint filed by the Legal Services Center of Harvard Law School
on behalf of all former ITT students:
"Since the filing of these chapter 7 cases in September, we have
been working with state regulators, the SEC, the Consumer Financial
Protection Bureau, and the Department of Education to better
understand and address the causes of ITT's collapse and develop a
path forward. The Trustee is not ITT. My duty as a fiduciary is
to investigate claims, monetize assets, and make distributions to
creditors. In this case, the creditors not only include former
students, but also a number of other undisputed claimholders, such
as landlords and vendors. Resolving these claims is an enormous
task for a company in a traditional restructuring, such as a
retailer, but it is made even more complicated where there are
several thousand potential student claimants -- each with a unique,
heartfelt story to tell -- and no one left at ITT to verify their
assertions, or assist in the response to the allegations.
The complaints filed by the states, the SEC, and the CFPB are a
roadmap, but the Trustee has to travel down the road independently
to make sure that the claims are valid. Otherwise, the risk is
that unsubstantiated claims will dilute recoveries for other
creditors -- including other students -- and that would defeat the
purpose of the chapter 7 filing. The recent complaint filed by the
Harvard clinic has to be reviewed in the same light."
Focused on Students
"As we have reported to the Bankruptcy Court, in virtually every
appearance we have had, the Trustee is focused on maximizing
recoveries for former students. If there is a recovery to be had
for former students, the Trustee wants them to get it, but the
Trustee also needs to be sure that the student claims do not wipe
out recoveries for other creditors.
To that end, with the assistance of my counsel from Rubin & Levin
and Proskauer Rose we have made great progress. Our first task was
to avoid 'piecemeal litigation'. Significantly, we have reached
agreements with all of the regulators regarding the various state
and federal actions asserting consumer fraud to temporarily stay
the actions while the Trustee conducts her initial investigation.
Those agreements will allow us to work productively to advance the
interests of the creditors without depleting the estate's
resources. In many respects, we share a common interest. We hope
to work constructively with the Harvard clinic, as we are doing
with other regulators, and see no reason why we can't work with
them as well. The complaint filed by the Harvard clinic mirrors
many of the same assertions raised by the regulators. We have
already made contact with the Harvard clinic, and look forward to
speaking with them about ways we can work together to bring these
cases to a successful resolution for everyone."
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. Case No. 16-07207) on
Sept. 16, 2016.
ITUS CORP: Lewis Titterton Reports 9.3% Equity Stake as of Dec. 31
------------------------------------------------------------------
Lewis H. Titterton Jr. disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, he
beneficially owns 842,847 shares of common stock, $0.01 par value
per share, of ITUS Corporation representing 9.35 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/L18zZP
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corp reported a net loss of $5.01 million on $300,000 of total
revenue for the year ended Oct. 31, 2016, compared to a net loss of
$1.37 million on $9.25 million of total revenue for the year ended
Oct. 31, 2015.
As of Oct. 31, 2016, ITUS had $5.62 million in total assets, $4.64
million in total liabilities and $987,475 in total shareholders'
equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2016, citing that the Company has limited
working capital and limited revenue-generating operations and a
history of net losses and net operating cash flow deficits. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
JOINT VENTURE: Wants to Get $75,000 DIP Loan, Use Cash Collateral
-----------------------------------------------------------------
Thomas H. Fluharty, Chapter 11 Trustee for the consolidated
bankruptcy case of Joint Venture Development, LLC, asks the U.S.
Bankruptcy Court for the Southern District of West Virginia for
authorization to use cash collateral and to obtain Debtor in
Possession Financing from Peoples Bank, in the maximum principal
amount of $75,000.
The Chapter 11 Trustee relates that as of the Petition Date,
Peoples Bank asserts that the Debtor owes it the total amount of
$776,900, plus interest that continues to accrue on the outstanding
principal balance at the rate of $140.2737 per day until paid, plus
additional costs and expenses. The Debt is secured by two
mortgages on approximately 3.56 acres of the same real property
located in Boyd County, Kentucky. The Chapter 11 Trustee further
relates that it assigned all rents to Peoples Bank. The Chapter 11
Trustee adds that Peoples Bank has a perfected first lien on the
Mortgaged Realty and a perfected first lien on the Rents, which
constitute the Pre-petition Liens.
The Debtor owns an office building located at 1550 Wolohan Drive,
Ashland, Kentucky. The Office Building is leased to the
Commonwealth of Kentucky under two separate leases: a lease to the
Kentucky Energy and Environment Cabinet, and a lease to the
Kentucky State Police.
The Chapter 11 Trustee intends to use the cash collateral to pay
for the Debtor's operational expenses during a six-month period.
The Chapter 11 Trustee proposes to provide, among others, adequate
protection to Peoples Bank as follows:
(1) The Debtor will make its normal, non-default debt service
payments to Peoples Bank of $7,289.69 per month, beginning January
5, 2017;
(2) The Debtor will pay four past due debt service payments
totaling $29,158.76 to Peoples Bank;
(3) The Debtor will grant Peoples Bank a post-petition
security interest in, and a lien upon, all categories and types of
collateral in which it held a security interest as of the Petition
Date; and
(4) In the event that the granted adequate protection fails to
protect the interest of Peoples Bank in the cash collateral,
Peoples Bank will be grated a superpriority administrative claim,
which will have priority over any and all administrative expenses,
subject to the Carve-Out.
The Chapter 11 Trustee's authority to use cash collateral will
terminate if the Chapter 11 Trustee has not filed a section 363
motion to sell the Office Building and assume and assign the
Tenant's leases pursuant to section 365 on or before June 30, 2017,
for an amount of not less than the total amount outstanding of all
Peoples Bank's liens.
The Chapter 11 Trustee tells the Court that the Debtor needs the
DIP Loan in order to fund the replacement of a heating and
airconditioning unit for the Office Building and fund the Debtor's
prospective 363 sale of the Office Building.
The relevant terms of the DIP Loan, among others, are:
(1) The DIP Loan will bear interest beginning on the date any
such financing is advanced at the rate of 10% per annum and will
mature on the earlier of:
(a) June 30, 2017;
(b) conversion or dismissal of the case;
(c) the sale of the Office Building; or
(d) upon a sooner material adverse event in the
proceedings including, the failure of the Interim Order to be
confirmed by the Court on a final basis within 30 days.
(2) The obligations of the Debtor to the DIP Lender under the
DIP Loan will:
(a) constitute an allowed administrative expense claim
which will have priority over all administrative expenses;
(b) at all times be senior to any rights arising under
the Bankruptcy Code; and
(c) at all times be secured by a perfected priority lien
and security interest on all assets of the Debtor, superior in
priority to all properly perfected liens, security interests,
including the lien and security interest of Peoples Bank.
(3) The administrative priority claim of the DIP Lender
resulting from the DIP Loan will be subordinate only to:
(a) the payment of quarterly fees to the Office of the
United States Trustee;
(b) the claims of Peoples Bank granted by the Court
pursuant to the approval of the Cash Collateral Order; and
(c) the fees and expenses of the Chapter 11 Trustee and
his professionals in the Budgeted Amounts.
A full-text copy of the Chapter 11 Trustee's Motion, dated December
30, 2016, is available at
http://bankrupt.com/misc/JointVenture2016_316bk30227_243.pdf
About Joint Venture Development
The Circuit Court Judge, on May 18, 2016, entered an order
appointing a special receiver in certain of Deenis Ray Johnson's
entities. A substitute special receiver, Zachary Burkons, was
ultimately appointed on August 15, 2016. The successor special
receiver filed Chapter 11 petitions for Appalachian Mining and
Reclamation, LLC, Green Coal, LLC, Joint Venture Development, LLC,
Producers Coal, Inc., Producers Land, LLC, and Redbud Dock, LLC.
Joint Venture Development, LLC's bankruptcy case is Case No.
16-30403 (Bankr. S.D. W.Va.).
Dennis Ray Johnson is a businessman with ownership interests in at
least 10 entities. He operates various rental real estate entities
and coal associated operations. Mr. Johnson is a member of each of
the following debtor companies -- Appalachian Mining and
Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and
Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC,
Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal,
Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine
Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf
Course, LLC -- and has filed a motion asking the Bankruptcy Court
to jointly administer the bankruptcy cases. Mr. Johnson is also a
guarantor of the debt for most of the companies.
KAG INC: Names Mark Manganelli as Accountant
--------------------------------------------
KAG, Inc. dba Steve's Roast Beef seeks authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Mark
M. Manganelli of LedgerPlus as accountant.
The Accountant recently provided some brief assistance to the
Debtor in timely filing its first Monthly Operating Report with the
office of the U.S. Trustee and expects to continue this activity
and assist in preparing other necessary financial reports and
records for the Debtor, if and when necessary.
The usual and customary hourly charge of Mark M. Manganelli is $150
per hour.
The Accountant will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Manganelli assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
The Accountant can be reached at:
Mark M. Manganelli
LEDGERPLUS
29 Cummings Park, Suite 400
Woburn, MA 01801
Tel: (781) 932-1909
E-mail: ledplus@aol.com
KAG, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass.
Case No. 16-14736) on December 14, 2016, disclosing under $1
million in both assets and liabilities.
The Debtor is represented by Jordan L. Shapiro, Esq.
KANE COMPANY: Files for Ch. 7 to Wind Down Business
---------------------------------------------------
The Kane Company, a family-owned moving company based in Elkridge,
Maryland, filed a Chapter 7 bankruptcy petition (Bankr. D. Md. Case
No. 16-26665) on Dec. 22, 2016.
Affiliated companies Office Movers, Office Shredders, Kane Office
Archives, Kane 3PL and Circle K-1 Realty also sought bankruptcy
protection.
Kane Co., listed nearly $15.8 million in assets and $8.8 million in
liabilities.
A chapter 7 trustee has been appointed to handle the cases. The
Chapter 7 trustee can be reached at:
Monique D. Almy
CROWELL & MORING
1001 Pennsylvania Avenue, N.W., 10th Fl
Washington, DC 20004-2595
Tel: (202) 508 8749
E-mail: malmytrustee@crowell.com
The Debtor is represented by:
Maria Ellena Chavez-Ruark
SAUL EWING LLP
500 East Pratt Street, Suite 900
Baltimore, MD 21202
Tel: 410-332-8797
Fax : 410-332-8074
E-mail: mruark@saul.com
The Sec. 341(a) meeting of creditors is scheduled for Jan. 23,
2017. Deadline for filing claims is March 27, 2017.
Founded in 1969, The Kane Company provided commercial relocation,
third-party logistics services, hospitality services and
information security in the Mid-Atlantic region. Office Movers
provided professional commercial relocation and storage services.
Kane 3PL provided delivery, inventory tracking, warehousing, order
fulfillment and supply chain and logistics management. Kane Office
Archives provided professional records and asset management and
storage. Office Shredders provided secure and confidential
document destruction and recycling.
In early December 2016, owner John Kane announced that the Kane
Company would shut down most of its operations and would be laying
off at least 900 workers.
According to a report by the Baltimore Sun, Kane and its affiliates
owe about $8.8 million to more than 700 entities, including nearly
$6.5 million in unsecured claims. About $233,400 of those
unsecured claims are tied to employees.
The firm also faces several pending lawsuits over contracts.
Separate Baltimore-area companies that are owned by John Kane's
siblings, including Kane Construction, Kane Real Estate and
International Limousine Service, are not affected by the Kane Co.
closure, according to The Baltimore Sun.
KEN'S CUSTOM: Hires Eileen Carrero as Accountant
------------------------------------------------
Ken's Custom Upholstery, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Eileen Carrero and Eileen Carrero Financial Services LLC as
accountant.
The Debtor requires the accounting firm to:
-- prepare all necessary income tax returns for the estate;
-- investigate the value of assets of the estate;
-- prepare financial projections and other documents in
connection with a plan and disclosure statement; and
-- advise the Debtor as necessary for the proper
administration of the estate.
The normal hourly fees of the accounting firm range from $45 per
hour for compiling business books to $200 per hour for preparation
of tax returns.
The accounting firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Eileen Carrero, managing member of the accounting firm, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
The accounting firm can be reached at:
Eileen Carrero
EILEEN CARRERO FINANCIAL SERVICES, LLC
4917 West 144th Place
Midlothian, IL 60445
Tel: (708) 489-1035
Ken's Custom Upholstery Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 16-35268) on November 4, 2016,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by David P. Lloyd, Esq.
KEN'S CUSTOM: Names David Lloyd as Counsel
------------------------------------------
Ken's Custom Upholstery, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
David P. Lloyd Ltd. as counsel.
The Debtor requires the assistance of counsel to represent it in
matters concerning negotiation with creditors, preparation of a
plan and disclosure statement, examining and resolving claims filed
against the estate, preparation and prosecution of adversary
matters, and otherwise to represent the Debtor in matters before
the Court.
The law firm will be paid at $400 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David P. Lloyd, principal of the law firm, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
The firm can be reached at:
David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
615B S. LaGrange Rd.
LaGrange, IL 60525
Tel: (708) 937-1264
Fax: (708) 937-1265
E-mail: courtdocs@davidlloydlaw.com
Ken's Custom Upholstery Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 16-35268) on November 4, 2016,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by David P. Lloyd, Esq.
KEN'S FISH: Hires Eric Hartley as Accountant
--------------------------------------------
Ken's Fish Inc. seeks authorization from the Hon. Joan N. Feeney of
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Eric Hartley of the firm Eric Hartley and Associates, Inc.
as accountant.
The Debtor requires Mr. Hartley to prepare various monthly sales
and payroll and yearly corporate tax returns.
The accounting firm will perform the services required by the
Debtor for a flat monthly fee of $475.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Hartley and the firm is a creditor of the Debtor in the amount
of $1,125.
Mr. Hartley assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
The firm can be reached at:
Eric Hartley
ERIC HARTLEY AND ASSOCIATES INC.
4 Star Avenue
Middleboro, MA 02346
Tel: (508) 947-2437
About Ken's Fish Inc.
Ken's Fish, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 16-14014) on October 20,
2016. The petition was signed by Kenneth A. Menard, president.
The case is assigned to Judge Joan N. Feeney.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
LAKEWOOD SHOPPER: Court Approves Disclosures, Confirms Ch. 11 Plan
------------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey granted final approval to the disclosure
statement explaining Lakewood Shopper, LLC's Chapter 11 plan, and
confirmed the Plan dated November 1, 2016, after determining that
the Plan complies with the applicable provisions of the Bankruptcy
Code.
Lakewood Shopper, LLC, filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 16-10191) on January 6, 2016, and is represented by Brian
W. Hofmeister, Esq., at Law Firm Of Brian W. Hofmeister.
LANDESK ACQUISITION: Moody's Assigns B3 CFR & B2 to 1st Lien Loans
------------------------------------------------------------------
Moody's Investors Service assigned first time corporate family and
probability of default ratings of B3 and B3-PD, respectively, to
LANDesk Acquisition Vehicle ("LANDesk Acquisition", the initial
borrower). Moody's also assigned B2 ratings to the first lien
credit facilities and a Caa2 rating to the second lien credit
facility. The rating outlook is stable.
Private equity firm Clearlake Capital ("Clearlake") proposes to
purchase LANDesk Group, Inc. ("LANDesk Group"), from private equity
firm "Thoma Bravo" and combine LANDesk Group with its portfolio
company HEAT Software Inc. ("Heat"). Upon consummation of the
merger, LANDesk Acquisition will be renamed LANDesk Software Group,
Inc. ("LANDesk Software"). Clearlake will finance the transaction
with i) a new $800 million first lien term loan, ii) new $225
million second lien term loan and iii) $545 million of new and
rolled equity from Clearlake and LANDesk Group's management, with
the proceeds used to i) acquire LANDesk Group for about $1.15
billion, ii) retire existing HEAT debt, iii) pay Clearlake and
LANDesk Group's management for contributed equity and iv) pay fees
and expenses. There will also be a new $75 million first lien
revolving credit facility, which is expected to be undrawn at
closing, and about $10 million of cash on the balance sheet at
closing.
The assigned ratings for LANDesk Acquisition are contingent upon
Clearlake acquiring LANDesk Group, at which point LANDesk Group's
(B2, negative outlook) and Landslide Holdings, Inc.'s ("LANDesk
Holdings") (the primary debt issuing subsidiary of LANDesk Group
and parent to the operating entities) existing debt ratings will be
withdrawn.
RATINGS RATIONALE
The B3 rating reflects LANDesk's high leverage, potential
integration risk with the Heat acquisition (on top of the recent
AppSense acquisition), relatively small size (compared to its
infrastructure & security software peers), modest organic growth
prospects and likely aggressive financial policies (given its
private equity ownership). The rating also considers the company's
i) strong niche position providing PC and mobile management and
endpoint security software solutions to enterprises and ii) a
relatively high proportion of recurring revenues (about 60% of pro
forma revenues). LANDesk's primary products face competition from
much larger companies including Microsoft, BMC and Symantec, as
well as numerous SaaS players. We expect revenues to grow at flat
to low single digit rates, slightly below the overall management
software tools market growth rate.
Closing leverage on a Moody's adjusted debt to EBITDA basis pro
forma for the acquisition of Heat and the associated new debt, as
of the LTM period ended September 30, 2016, is in the low 8x
(including adjustments for certain one-time costs) or about 7x on a
cash EBITDA basis. We consider this very high given LANDesk's
scale, acquisition pace, financial policies and the evolving nature
of the endpoint management market. Leverage, cash levels and cash
generating capabilities (free cash flow ("FCF") to debt of about 3%
pro forma for the new debt are expected to improve over the next
year, with leverage declining slightly to the high 7x and FCF to
debt improving to about 5% (subject to realizing anticipated
synergies and barring any further debt financed acquisitions or
dividends).
Liquidity is good based on expected FCF of $50 million plus
(including anticipated synergies) over the next year and a $75
million revolver. LANDesk will have about $10 million of cash at
pro forma LTM September 30, 2016, which we consider modest.
However, over the next year we anticipate this will grow to over
$50 million. The company has some seasonality due to timing of
annual maintenance payments with Q1 having the strongest FCF.
Moody's anticipates good cushion under the springing financial
covenants applicable to revolver. The first lien term loan has 1%
required amortization, with a bullet due at maturity in 2024. The
second lien term loan has no required annual amortization, with a
bullet due at maturity in 2025.
The stable outlook reflects our expectation of modest organic
growth and modest deleveraging over the next year.
Factors that could lead to an upgrade:
The ratings could be upgraded if the company improves leverage to
under 7x, has FCF to debt of at least 5% and demonstrates a
commitment to improving leverage while maintaining its competitive
position.
Factors that could lead to a downgrade:
Ratings could be downgraded if performance deteriorates or if
leverage is expected to remain over 8x or FCF to debt is negative
on other than a temporary basis.
The following ratings were assigned:
Issuer: LANDesk Acquisition Vehicle (*Note: This initial borrower
is to be renamed LANDesk Software Group, Inc., upon consummation
the merger above.)
Corporate Family Rating -- B3
Probability of Default -- B3-PD
Senior secured first lien revolving credit facility -- B2 (LGD3)
Senior secured first lien term loan -- B2 (LGD3)
Senior secured second lien term loan -- Caa2 (LGD6)
Outlook -- Stable
The following ratings will be withdrawn (upon closing the
transaction above):
Issuer: LANDesk Group, Inc.
Corporate family rating -- B2
Probability of Default Rating -- B2-PD
Outlook -- Negative
Issuer: Landslide Holdings, Inc.
Senior secured first lien revolving credit facility -- B1 (LGD3)
Senior secured first lien term loan -- B1 (LGD3)
Senior secured second lien term loan -- Caa1 (LGD5)
Outlook -- Negative
The principal methodology used in these ratings was Software
Industry published in December 2015.
LANDesk Software Group, Inc. is a provider of IT management tools
and endpoint security solutions, with LTM September 30, 2016
revenue of $451 million. The firm will be owned by private equity
firm Clearlake and is headquartered in South Jordan, Utah.
LOVE AND WAR: Rewards Network Wants to Prohibit Cash Use
--------------------------------------------------------
Secured Creditor Rewards Network Establishment Services Inc. asks
the U.S. Bankruptcy Court for the Eastern District of Texas to
prohibit Love and War in Texas, Inc. from using its cash
collateral.
Rewards Network further asks the Court to direct the Debtor to
segregate, sequester, and place all proceeds of the Collateral in a
separate interest bearing account, and to direct the Debtor to
identify and provide an accounting of its cash on hand as of the
Petition Date, accounts receivable, including payments due or
received from credit card processors or other parties, as of the
Petition Date, all proceeds of inventory held by the Debtor as of
the Petition Date, and all inventory in the possession of the
Debtor as of the Petition Date and to the extent such inventory has
been sold post-petition, all proceeds thereof.
Rewards Network asserts that it holds a first position valid and
perfected blanket lien and security interest on all of the Debtor's
personal property, including all assets and proceeds thereof, to
secure repayment of the Debtor's obligations to Rewards Network in
the amount of at least $57,321, as of the Petition Date.
As an initial matter, Rewards Network does not object to the
Debtor's reasonable use of cash collateral necessary for the
Debtor's continued restaurant operations as a going-concern,
however, despite filing its Bankruptcy Case over one month ago, the
Debtor has continued to operate and use cash collateral without
seeking prior consent from Rewards Network or obtaining an order of
the Court. In addition, the Debtor has also failed to file its
statements and schedules, and has requested multiple extensions
from the Court.
Despite this, Rewards Network contends that when it recently
learned of the Debtor's bankruptcy case, it reached out to the
Debtor to negotiate a reasonable cash collateral stipulation and
adequate protection. Rewards Network further contends that it
would have been willing to accept the $750 per week payments plus a
replacement lien in order to consent to the use of cash collateral.
However, the Debtor has refused to offer Rewards Network a
replacement lien.
Rewards Network asserts that without such replacement lien, its
collateral will be continuously diminished in the ordinary course,
as the Debtor is using cash and inventory, and generating accounts
receivables in connection with the ongoing operations of its
business as a going-concern which are not subject to Rewards
Network's prepetition lien. Rewards Network further asserts that it
would lose several categories of collateral that turn-over
post-petition, including inventory, accounts receivable, including
credit card receivables, general intangibles, and payment
intangibles.
Rewards Network Establishment Services Inc. is represented by:
Isaac M. Gabriel, Esq.
Quarles & Brady LLP
One Renaissance Square
Two North Central Avenue
Phoenix, Arizona 85004-2391
Phone: (602) 230-4622
Fax: (602) 420-5030
Email: Isaac.Gabriel@quarles.com
About Love and War in Texas
Love and War in Texas, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42136) on
November 23, 2016. The petition was signed by J. Tyler Phelps. At
the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
The Debtor is represented by Patrick J. Schurr, Esq. at Scheef &
Stone, LLP.
LOVE AND WAR: Wants to Use Rewards Establishment Cash
-----------------------------------------------------
Love and War in Texas, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Texas to use cash
collateral.
The cash collateral consists of certain cash held in depository
accounts and from collection of receivables.
The Debtor operates a restaurant and live music venue located at
601 East Plano Parkway, Plano, TX, employing forty-eight employees
ranging from servers, bussers, bartenders, hostesses, line cooks,
dishwashers and kitchen personnel.
The Debtor contends that it must provide utilities, maintenance,
multiple insurance policies, upkeep of Restaurant, employee wages,
taxes, food and liquor purchases, food supplies and other 21
essential operating expenses in the ordinary course of its
business, in order to run the Restaurant and the live music venue.
The Debtor further contends that it currently has obligations due
and payroll to continue the operation of its business, such that if
the Debtor is unable to fulfill these essential requirements, the
business will be forced to close, and the Debtor's income will
decline, resulting in less distribution to creditors.
The Debtor's proposed operating budget which projects total
expenses of $130,690 for January 2017 and February 2017.
Rewards Establishment Services, Inc. claims an interest in all of
the receivables, cash and other assets of the Debtor's business.
The Debtor contends, however, that as of the Petition Date, it was
unaware of the existence of Rewards' alleged lien in and to its
assets.
The Debtor is offering Rewards Establishment a continuing
replacement lien and security interest in those assets of the
Debtor subject to a valid security interest in favor of Rewards
Establishment to the same extent, validity and priority of Rewards
Establishment's prepetition liens on the Debtor's assets, if any.
The Debtor further agrees to:
(a) weekly payment to Rewards Establishment in the amount of
$750 to be drawn from the Debtor's debtor-in-possession account as
adequate protection payment;
(b) segregation of all other proceeds from sales or other
property claimed by Rewards Establishment as cash collateral; and
(c) provide limitations on all normal and necessary operating
expenses associated with operating and managing the business
including providing proper management, and insurance of the assets
of Debtor as set forth in the Budget.
The Debtor contends that the proposed cash collateral order
provides a line item in the Budget for the taxes to be held in
trust postpetition and for said funds to be segregated in a
separate Tax Account for the benefit of the Texas Comptroller of
Public Accounts. The Debtor further contends that the Texas
Comptroller will be adequately protected by the Debtor's use of
cash collateral.
A full-text copy of the Debtor's Motion, dated January 1, 2017, is
available at https://is.gd/BNuaVp
A full-text copy of the Debtor's proposed Budget, dated January 1,
2017, is available at https://is.gd/nqUi1Z
About Love and War in Texas
Love and War in Texas, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42136) on
November 23, 2016. The petition was signed by J. Tyler Phelps. At
the time of the filing, the Debtor estimated assets at $0 to
$50,000 and liabilities at $500,000 to $1 million.
The Debtor is represented by Patrick J. Schurr, Esq., at Scheef &
Stone, LLP.
No Trustee, examiner, or official committee of unsecured creditors
has been appointed to date.
LPATH INC: Closes Merger with Apollo; Initiates Trading on NASDAQ
-----------------------------------------------------------------
Apollo Endosurgery, Inc., has completed its merger transaction with
Lpath, Inc.
With the completion of the merger, Lpath was renamed Apollo
Endosurgery, Inc. and began trading on the NASDAQ Global Market
under the symbol 'APEN' on Dec. 30, 2016.
Following the closing of the merger and a 1-for-5.5 reverse stock
split, the combined company has approximately 10.7 million shares
of common stock outstanding. The stockholders of Apollo received
common stock representing approximately 95.9% of the outstanding
shares and the stockholders of Lpath retained approximately 4.1% of
the combined company. Concurrent with the closing of the merger,
certain stockholders of Apollo invested $29 million of new equity
in the combined company, which is included in the 95.9% ownership
of previous Apollo stockholders.
"Apollo has an exciting product and technology portfolio from which
to advance the interventional treatment of obesity through less
invasive procedures. We are grateful for the continued confidence
and support of Apollo's stockholders as we take this next step in
the development of our company," commented Todd Newton, chief
executive officer of Apollo.
Indemnity Agreements
On Dec. 29, 2016, the Board of Directors of Apollo Endosurgery,
Inc., formerly known as "Lpath, Inc.", approved a new indemnity
agreement to be entered into between the Company and its directors
and executive officers. The indemnity agreement requires that the
Company indemnify such persons to the fullest extent permitted by
applicable law against certain expenses and other amounts incurred
by any such person as a result of such person being, or threatened
to be, made a party to or participant in certain actions, suits and
proceedings by reason of the fact that such person is or was a
director or officer of the Company. The indemnity agreement also
requires that the Company indemnify such persons to the fullest
extent permitted by applicable law against certain expenses if such
person is, or is threatened to be made, a party to or participant
in a proceeding by or in the right of the Company to procure a
judgment in its favor. The rights of each person who is a party to
an indemnity agreement are not exclusive of any other rights to
which such person may be entitled under applicable law, the
Company's certificate of incorporation, the Company's bylaws, any
other agreement, a vote of the Company's stockholders, a resolution
adopted by the Company’s board of directors or otherwise.
On Dec. 29, 2016, immediately following the closing of the Merger,
the Company entered into indemnity agreements with each of its
directors and select executive officers: Todd Newton, Richard J.
Meelia, Rick Anderson, Matthew S. Crawford, John Creecy, William D.
McClellan, Jr., R. Kent McGaughy, Jr., Jack Nielsen, Bruce
Robertson, Ph.D., Dennis L. McWilliams, Stefanie Cavanaugh, Bret
Schwartzhoff, Charles Tribie and Chrissy Citzler-Carr.
Changes in Control
Pursuant to the Merger Agreement, all of the directors of the
Company prior to the Merger, resigned as directors immediately
prior to the effective time of the Merger. Prior to such
resignation, the directors of the Company prior to the Merger
appointed, effective as of the effective time of the Merger, nine
designees selected by Apollo, each to serve as members of the
Company's board of directors.
In accordance with the Merger Agreement, on Dec. 29, 2016,
immediately prior to the effective time of the Merger, Jeffrey
Ferrell, Daniel L. Kisner, M.D., Charles A. Matthews, Daniel
Petree, and Donald R. Swortwood resigned from the Company's board
of directors and any respective committees of the board of
directors to which they belonged. Also on Dec. 29, 2016, the Prior
Directors appointed Rick Anderson, Matthew S. Crawford, John
Creecy, William D. McClellan, Jr., R. Kent McGaughy, Jr., Richard
J. Meelia, Todd Newton, Jack B. Nielsen and Bruce Robertson, Ph.D.
as members of the Company's board of directors effective as of the
effective time of the Merger.
Also on Dec. 29, 2016, immediately prior to the effective time of
the Merger, Gary J. G. Atkinson, the Company's interim chief
executive officer and chief financial officer, resigned as an
officer of the Company.
A full-text copy of the Form 8-K filing is available at:
https://is.gd/5t4fLN
About LPath
San Diego, Calif.-based Lpath, Inc., is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
Lpath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.55 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, LPath had $4.04 million in total assets,
$1.35 million in total liabilities and $2.69 million in total
stockholders' equity.
Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses and
negative operating cash flows raise substantial doubt about the
Company's ability to continue as a going concern.
LUCAS ENERGY: To Acquire Leasehold Position in the Permian Basin
----------------------------------------------------------------
Lucas Energy, Inc., said it has entered into a Lease Acquisition
and Participation Agreement with a privately-held, Houston,
Texas-based oil and gas holding company to acquire a leasehold
position in the Permian Basin in Texas.
Under the Agreement, Lucas Energy will purchase the initial lease
comprised of 16,322 gross, 3,630 net, mineral acres, and the
parties have agreed to form an area of mutual interest on the
Central Basin Platform of the Permian Basin covering approximately
twenty thousand (20,000) net mineral acres.
This transaction represents the opening of a new core area where
the Company will operate the properties and own a 90% working
interest and the Partner will hold a 10% working interest in the
initial leases and all subsequently acquired leases. The initial
cash consideration paid by Lucas Energy is $1.43 million, in
exchange for access to the Partner's regional, technical database
and the Company's 90% interest in the initial leases. Over $1.1
million of this amount is being deferred until on or before
Jan. 31, 2017, pending title approval. As additional leases are
acquired under the AMI, the Company will pay the Partner its lease
acquisition costs and grant an incentive overriding royalty
interest. Upon meeting certain acreage acquisition goals based on
size and location of the properties, Lucas Energy will also issue
to the Partner 200,000 unregistered shares of its common stock and
pay the Partner an acreage fee based on the total leasehold and
brokerage costs.
The San Andres is found at relatively shallow depths and has
similar attributes to the Company's de-watering Hunton play in
Oklahoma. Lucas Energy believes it has certain advantages in
initiating a development program in the San Andres. Both the
Hunton and San Andres are highly water-saturated carbonates where
the production profile appears to be optimized by a de-watering
process which slowly de-pressurizes the formation allowing fuller
depletion of the reservoir. Lucas Energy will transfer its twenty
plus year technical evolution and knowledge of the Hunton to its
development and production of the San Andres. To date, the
horizontal development of the San Andres has been largely dominated
by private E&P companies, many of which are backed by leading
private equity firms.
Since the acquisition of the Segundo assets the Company has sought
an opportunity to expand its de-watering expertise to another
productive formation. For over nine months, the Company has
evaluated seismic, geologic, and other technical data provided by
the Texas Railroad Commission and other industry sources. Multiple
acreage targets in the AMI have already been mutually identified,
and the Company and the Partner plan to secure additional leases
over the term of the agreement. Drilling is expected to commence
upon the acquisition of additional acreage and is anticipated to
occur in the second half of 2017.
"We are pleased to announce another potentially transformational
transaction for our Company," said Anthony C. Schnur, chief
executive officer of Lucas Energy. "With this initial leasehold
position, we have established our entry into the prolific Permian
Basin. We believe the similarities of the San Andres to our
existing Hunton properties play well into our technical strengths
in drilling carbonates, as well as water and other infrastructure
management capabilities.
"We are confident in our ability to expand our leasehold position
beyond this initial commitment and look forward to increasing our
participation in the development of the Permian Basin," Mr. Schnur
continued. "The Company has now delivered on the next step
expanding beyond the platform our recent acquisition provided and
will continue to maintain an advantageous growth posture."
About Lucas Energy
Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) --
http://www.lucasenergy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to the Austin Chalk and Eagle Ford
formations in South Texas.
Lucas Energy reported a net loss of $25.4 million for the year
ended March 31, 2016, compared to a net loss of $5.12 million for
the year ended March 31, 2015.
As of Sept. 30, 2016, Lucas Energy had $71.32 million in total
assets, $53.58 million in total liabilities and $17.74 million in
total stockholders' equity.
Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2016, citing that the Company has incurred
significant losses from operations and had a working capital
deficit of $9.6 million at March 31, 2015. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
LUCY LOPEZ ROIG: Hires Jose Jimenez as Accountant
-------------------------------------------------
Lucy Lopez Roig E.A.P., Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Jose
Victor Jimenez of Jimenez Vazquez & Associates, PSC as accountant.
The Debtor requires Mr. Jimenez to:
-- assist the Debtor in gathering and compiling the necessary
information required to file the Chapter 11 petition and
court required information and schedules, provide
consulting services and assist the Debtor and her attorney
in documenting the reorganization plan to be filled in the
case;
-- prepare monthly operating reports, prepare financial
projections and other relevant information as required and
necessary, prepare all necessary tax returns to ascertain
the Debtor is in full compliance with her fiscal
responsibilities, assist the Debtor and her attorney in all
matters related to Court instructions, transactions, and or
information requests of an accounting or financial nature.
The Debtor will pay Mr. Jimenez $155 per hour.
Mr. Jimenez will also be reimbursed for reasonable out-of-pocket
expenses incurred.
A retainer in the amount of $4,000 was required and paid by the
Debtor.
Mr. Jimenez assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
The accountant can be reached at:
Jose Victor Jimenez
JIMENEZ VAZQUEZ & ASSOCIATES, PSC
P.O. Box 3774
Bayamon, PR 00958
Tel: (787) 447-0098
Fax: (831) 309-7425
Lucy Lopez Roig E.A.P., Inc., San Juan, P.R., filed a Chapter 11
petition (Bankr. D.P.R. Case No. 16-09790) on December 16, 2016.
The Hon. Mildred Caban Flores presides over the case. Carmen D
Conde Torres, Esq. serves as bankruptcy counsel.
In its petition, the Debtor indicated $82,830 in total assets and
$1.17 million in total liabilities. The petition was signed by
Marion A. Wennerholm, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb16-09790.pdf
MACBETH DESIGNS: Seeks to Hire Wetter & Convertini as Accountant
----------------------------------------------------------------
Macbeth Designs LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire an accountant.
The Debtor proposes to hire Wetter & Convertini P.C. to prepare its
tax returns and monthly operating reports, assist in the
preparation of cash flow projections required for its bankruptcy
plan, and provide other accounting services.
The Debtor has agreed to pay the firm a $1,000 retainer per month
Stephen Wetter, a certified public accountant, disclosed in a court
filing that he and his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stephen Wetter
Wetter & Convertini P.C.
One University Plaza Suite 205
Hackensack, NJ 07601
Phone: (201) 525-2280
About Macbeth Designs
Macbeth Designs LLC is a limited liability company incorporated in
the State of New Jersey which licenses designs as a part of the
Macbeth Collection brand. Macbeth Collection is a global lifestyle
brand known for its "on trend" bright colors and preppy bohemian
prints with a presence in over 6,000 department and specialty
stores ranging from big box retailers like Wal-Mart to high end
department stores like Saks Fifth Avenue.
Together with other related entities in which Margaret Josephs
holds an ownership interest, Macbeth Designs LLC is engaged in the
business of creating, designing and marketing products which
contain various designs that have been developed and maintained
since the inception of the Macbeth Collection brand in 2001.
Currently, Macbeth Designs licenses its trademarks and designs in
connection with, among other things, home accessories, various
storage products, consumer electronics, personal care products and
clothing.
Macbeth Designs, LLC, filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 16-30967) on Nov. 1, 2016. The Hon. Stacey L. Meisel is
the case judge. The petition was signed by Margaret Josephs,
managing member.
The Debtor tapped David Edelberg, Esq., at Cullen and Dykman LLP,
in Hackensack, New Jersey, as counsel.
The Debtor disclosed $72,000 in assets and $1.50 million in
liabilities as of the bankruptcy filing.
MACY'S INC: To Cut 6,200 Jobs & Close 68 Stores
-----------------------------------------------
After disappointing holiday sales, Macy's on Jan. 4, 2017, released
the locations of 68 of the 100 stores it plans to close and said
that its workforce will be cut by 6,200.
According to a statement by Macy's, these actions bolster the
company's strategy to further invest in omnichannel capabilities,
improve customer experience and create shareholder value. The
actions include:
* The closure of 68 stores and the reorganization of the field
structure that supports the remaining stores, reinforcing the
strategy of fewer stores with better customer experience. These
store closures are part of the approximately 100 closings announced
in August 2016.
* The significant restructuring of the Macy's, Inc. operations
to focus resources on strategic priorities, improve organizational
agility and reduce expense.
* The sale of properties consistent with the previously
announced real estate strategy.
The actions announced Jan. 4 are estimated to generate annual
expense savings of approximately $550 million, beginning in 2017,
enabling the company to invest an additional $250 million in
growing the digital business, store-related growth strategies,
Bluemercury, Macy's Backstage and China. These savings, combined
with savings from initiatives implemented in early 2016, exceed the
$500 million goal communicated in fall of 2015, one year earlier
than expected.
"Over the past year, we have been focused and disciplined about
making strategic decisions to position us to gain market share and
return to growth over time. While we are pleased with the strong
performance of our highly developed online business, as well as the
progress we have made on selling and visual presentation programs
and expense reduction initiatives in 2016, we continue to
experience declining traffic in our stores where the majority of
our business is still transacted. Given the overall trends
challenging us and the broader retail industry, and the time needed
to execute new strategies, we expect our 2017 change in comparable
sales to be relatively consistent with our November/December sales
trend," said Terry J. Lundgren, chairman and chief executive
officer of Macy's, Inc. "Our omnichannel strategies continue to
evolve based on the changes in our customers' shopping behaviors,
including a focus on buy online, pickup in store and mobile-enabled
shopping. In addition, we have invested in and enlarged our
customer data and analytics team, which will help drive our new
marketing strategies for 2017. Whether it is improving corporate
agility, enhancing our customer engagement strategies, or
continuing to capitalize on the potential value of our real estate
assets, we remain focused on the actions that will ultimately
improve our financial results and provide the greatest return for
our shareholders."
In conjunction with the Jan. 4 announcement, approximately $250
million of charges or 50 cents per share (of which approximately
$210 million is expected to be cash) are expected to be recorded in
the fourth quarter of 2016. These charges were not previously
included in earnings guidance provided by the company and are in
addition to the $249 million recorded in the second quarter as an
estimate of asset impairment and other charges primarily related to
2016 store closings.
Store Portfolio Restructure
The company announced 68 Macy's store closings (out of a current
total of 730 Macy's stores). Of the 68, three closed mid-year, 63
will be closed in early spring 2017 and two will be closed in
mid-2017. Three other locations were sold, or are to be sold, and
are being leased back. The company intends to opportunistically
close approximately 30 additional stores over the next few years as
leases or operating covenants expire or sale transactions are
completed.
As a result of closing 63 Macy's stores in early 2017, along with
the three closed mid-year 2016, the company's 2017 sales are
expected to be negatively impacted by approximately $575 million.
This reflects the company's ability to retain sales at nearby
stores and on macys.com through targeted marketing and
merchandising efforts.
Associates displaced by store closings may be offered positions in
nearby stores where possible. Eligible full-time and part-time
associates who are affected by the store closings will be offered
severance benefits. The company estimates that 3,900 associates
will be displaced as a result of these closures.
"As we've noted, it is essential that we maintain a healthy
portfolio of the right stores in the right places. Our plan to
close approximately 100 stores over the next few years is an
important part of our strategy to help us right-size our physical
footprint as we expand our digital reach. We are closing locations
that are unproductive or are no longer robust shopping destinations
due to changes in the local retail shopping landscape, as well as
monetizing locations with highly valued real estate," Lundgren
said. "These are never easy decisions, and we are committed to
treating associates affected by these closings with respect and
transparency."
Four new Macy's and Bloomingdale's stores are currently planned
and/or under construction, as previously announced. In addition,
new Macy's and Bloomingdale's stores are planned to open in Abu
Dhabi, and one Bloomingdale's store is planned to open in Kuwait,
all under license agreements with Al Tayer Group. The company also
plans to continue its expansion of Macy's Backstage (within Macy's
stores) and Bluemercury (freestanding and within Macy's stores).
Efficiency and Expense Reduction Initiatives
To address the need for greater efficiency and productivity,
Macy's, Inc. will implement the following changes in early 2017:
* Restructuring its central organization with a focus on
eliminating layers of management to reduce costs while improving
decision making and agility.
* Intensifying efforts to reduce non-payroll costs companywide
by achieving lower pricing and reducing consumption to deliver
sustainable savings.
* Making changes to the way stores are operated and reducing
field infrastructure given the reduced store sales and evolving
customer behavior.
The company estimates that these actions will result in a headcount
reduction of approximately 6,200.
Real Estate
The company continues to drive shareholder value through ongoing
real estate initiatives. As previously communicated, the three
prongs of the real estate strategy are: flagship assets, closure of
approximately 100 stores and creating value from the remaining real
estate portfolio. Since the end of the third quarter, Macy's, Inc.
has completed the following transactions that, in total, resulted
in the receipt of approximately $95 million of cash proceeds and
gain recognition of approximately $56 million:
* Sale of the Stonestown store in San Francisco, CA, to General
Growth Properties (GGP). Macy's, Inc. will lease this store back
from GGP as that company develops plans for this location.
* Sale of the downtown Portland, OR, store (announced in the
third quarter release).
In addition, the company has signed an agreement to sell the
downtown Minneapolis store to the 601W Companies, whose intention
is to redevelop the building into creative office space on the
upper floors and to pursue retail opportunities on the street and
skywalk levels. This transaction is expected to close by fiscal
year end.
Macy's Store Closings
Already Completed 2016 Closings:
* Laurel Plaza, North Hollywood, CA (475,000 square feet; opened
in 1995; 105 associates);
* Ala Moana Jewel Gallery, Honolulu, HI (2,000 square feet;
opened in 1986; 9 associates);
* Valley Fair, West Valley City, UT (106,000 square feet; opened
in 1970; 53 associates);
Already Announced Year-End 2016 Closings:
Final clearance sales at the following Macy's stores closing in
early 2017 will begin on Monday, January 9, and run for
approximately eight to 12 weeks (with the exception of Lancaster
Mall*, where final clearance sales are already in progress):
* Greenwood, Bowling Green, KY (124,000 square feet; opened in
1980; 63 associates);
* Carolina Place, Pineville, NC (151,000 square feet; opened in
1993; 69 associates);
* Douglaston, Douglaston, NY (158,000 square feet; opened in
1981; 144 associates);
* Downtown Portland, Portland, OR (246,000 square feet; opened
in 2007; 85 associates);
* Lancaster Mall, Salem, OR (67,000 square feet; opened in 1980;
53 associates);
* Oakwood Mall, Eau Claire, WI (104,000 square feet; opened in
1991; 55 associates)
Year-End Closings
* Mission Valley Apparel, San Diego, CA (385,000 square feet;
opened in 1961; 140 associates);
* Paseo Nuevo, Santa Barbara, CA (141,000 square feet; opened in
1990; 77 associates);
* Lakeland Square, Lakeland, FL (101,000 square feet; opened in
1995; 68 associates);
* Oviedo Marketplace, Oviedo, FL (195,000 square feet; opened in
2000; 83 associates);
* Sarasota Square, Sarasota, FL (143,000 square feet; opened in
1977; 86 associates);
* University Square, Tampa, FL (140,000 square feet; opened in
1974; 73 associates);
* CityPlace, West Palm Beach, FL (108,000 square feet; opened in
2000; 72 associates);
* Georgia Square, Athens, GA (121,000 square feet; opened in
1981; 69 associates);
* Nampa Gateway Center, Nampa, ID (104,000, square feet; opened
in 2009; 57 associates);
* Alton Square, Alton, IL (180,000 square feet; opened in 1978;
54 associates);
* Stratford Square, Bloomingdale, IL (149,000 square feet;
opened in 1981; 87 associates);
* Eastland, Bloomington, IL (154,000 square feet; opened in
1999; 55 associates);
* Jefferson, Louisville, KY (157,000 square feet; opened in
1979; 52 associates);
* Esplanade, Kenner, LA (188,000 square feet; opened in 2008;
101 associates);
* Bangor, Bangor, ME (143,000 square feet; opened in 1998; 65
associates);
* Westgate, Brockton, MA (144,000 square feet; opened in 2003;
79 associates);
* Silver City Galleria, Taunton, MA (152,000 square feet; opened
in 1992; 82 associates);
* Lakeview Square Mall, Battle Creek, MI (102,000 square feet:
opened 1983; 51 associates);
* Eastland Center, Harper Woods, MI (433,000 square feet; opened
in 1957; 121 associates);
* Lansing, Lansing, MI (103,000 square feet; opened in 1979; 57
associates);
* Westland, Westland, MI (334,000 square feet; opened in 1965;
106 associates);
* Minneapolis Downtown, Minneapolis, MN (1,276,000 square feet;
opened in 1902; 280 associates);
* Northgate, Durham, NC (187,000 square feet; opened in 1994; 72
associates);
* Columbia, Grand Forks, ND (99,000 square feet; opened in 1978;
53 associates);
* Moorestown, Moorestown, NJ (200,000 square feet; opened in
1999; 107 associates);
* Voorhees Town Center, Voorhees, NJ (224,000 square feet;
opened in 1970; 77 associates);
* Preakness, Wayne, NJ (81,000 square feet; opened in 1963; 72
associates);
* Cottonwood, Albuquerque, NM (173,000 square feet; opened in
1996; 56 associates);
* Las Vegas Boulevard, Las Vegas, NV (178,000 square feet;
opened in 1966; 84 associates);
* Great Northern, Clay, NY (88,000 square feet; opened in 1989;
55 associates);
* Oakdale Mall, Johnson City, NY (140,000 square feet; opened in
2000; 58 associates);
* The Marketplace, Rochester, NY (149,000 square feet; opened in
1982; 77 associates);
* Eastland, Columbus, OH (121,000 square feet; opened in 2006;
73 associates);
* Sandusky, Sandusky, OH (133,000 square feet; opened in 1979;
61 associates);
* Fort Steuben, Steubenville, OH (132,000 square feet; opened in
1974; 59 associates);
* Promenade, Tulsa, OK (180,000 square feet; opened in 1996; 58
associates);
* Neshaminy, Bensalem, PA (211,000 square feet; opened in 1968;
89 associates);
* Shenango Valley, Hermitage, PA (106,000 square feet; opened in
1976; 69 associates);
* Beaver Valley, Monaca, PA (203,000 square feet; opened in
1987; 78 associates);
* Lycoming, Muncy, PA (120,000 square feet; opened in 1995; 61
associates);
* Plymouth Meeting, Plymouth Meeting, PA (214,000 square feet;
opened in 1966; 74 associates);
* Washington Crown Center, Washington, PA (148,000 square feet;
opened in 1999; 67 associates);
* Parkdale, Beaumont, TX (171,000 square feet; opened in 2002;
67 associates);
* Southwest Center, Dallas, TX (148,000 square feet; opened in
1975; 68 associates);
* Sunland Park, El Paso, TX (105,000 square feet; opened in
2004; 71 associates);
* Greenspoint, Houston, TX (314,000 square feet; opened in 1976;
70 associates);
* West Oaks Mall, Houston, TX (244,000 square feet; opened in
1982; 135 associates);
* Pasadena Town Square, Pasadena, TX (209,000 square feet;
opened in 1962; 78 associates);
* Collin Creek, Plano, TX (199,000 square feet; opened in 1980;
103 associates);
* Broadway Square, Tyler, TX (100,000 square feet; opened in
1981; 65 associates);
* Layton Hills, Layton, UT (162,000 square feet; opened in 1980;
72 associates);
* Cottonwood, Salt Lake City, UT (200,000 square feet; opened in
1962; 88 associates);
* Landmark, Alexandria, VA (201,000 square feet; opened in 1965;
119 associates);
* River Ridge, Lynchburg, VA (144,000 square feet; opened in
1980; 60 associates);
* Everett, Everett, WA (133,000 square feet; opened in 1977; 109
associates);
* Three Rivers, Kelso, WA (51,000 square feet; opened in 1987;
57 associates);
* Valley View, La Crosse, WI (101,000 square feet; opened in
1980; 57 associates)
OTHER 2017 CLOSINGS:
* Simi Valley Town Center (men's/home/kids), Simi Valley, CA
(190,000 square feet; opened in 2006; 105 associates);
* Mall at Tuttle Crossing (furniture/home/kids/men's), Dublin,
OH (227,000 square feet; opened in 2003; 52 associates)
STORES SOLD (OR TO BE SOLD) AND LEASED BACK:
These stores have been or will be sold, and Macy's will continue to
operate them on leases from the owners:
* Stonestown Galleria, San Francisco, CA (280,000 square feet;
opened in 1952; 204 associates);
* Union Square Men's, San Francisco, CA (248,000 square feet;
opened in 1974; 256 associates; as previously announced);
* Tyson's Galleria, McLean, VA (265,000 square feet; opened in
1988; 122 associates; as previously announced)
(The number of associates given by store reflects the number of
positions eliminated. Many of these associates will be placed in
other positions.)
Store Openings
Four new Macy's and Bloomingdale's stores are currently planned
and/or under construction, as previously announced.
New Macy's stores will be opening in:
* Westfield Century City, Los Angeles, CA (a 155,000 square-foot
store to open in spring 2017; Macy's previously operated a 136,000
square-foot store in this location which closed in January 2016);
* Fashion Place, Murray, UT (160,000 square feet; to open in
spring 2017; approximately 150 associates)
New Bloomingdale's stores will be opening in:
* Westfield Valley Fair Shopping Center, San Jose, CA (150,000
square feet; to open in spring 2019; approximately 250
associates);
* The SoNo Collection, Norwalk, CT (150,000 square feet; to open
in fall 2019; approximately 200 associates)
In addition, in the next two years, the company plans to open
approximately 50 additional Macy's Backstage off-price locations
(all of which will be inside existing Macy's stores) and about 50
Bluemercury beauty specialty stores (freestanding and shops inside
existing Macy's stores).
Internationally, under license agreements with Al Tayer Group, a
new Bloomingdale's store is planned to open in 360 Mall in Al
Zahra, Kuwait in Spring 2017 and new Macy's and Bloomingdale's
stores are planned to open in Al Maryah Central in Abu Dhabi,
United Arab Emirates, in 2018.
About Macy's, Inc.
Macy's, Inc. (NYSE:M), with corporate offices in Cincinnati and New
York, is one of the nation's premier retailers, with fiscal 2015
sales of $27.079 billion. The company operates about 880 stores in
45 states, the District of Columbia, Guam and Puerto Rico under the
names of Macy's, Bloomingdale's, Bloomingdale's Outlet, Macy's
Backstage and Bluemercury, as well as the macys.com,
bloomingdales.com and bluemercury.com websites. Bloomingdale's in
Dubai is operated by Al Tayer Group LLC under a license agreement.
Macy's reported $21.274 billion in assets against $17.483 billion
in liabilities as of Oct. 29, 2016.
Macy's posted $139 million of net income on $17.263 billion of net
sales for the 39 weeks ended Oct. 29, 2016, compared with net
income of $528 million on $18.210 billion of net sales for the 39
weeks ended Oct. 31, 2015.
MACY'S INC: Weak Holiday Sales Prompt Lower Earnings Outlook
------------------------------------------------------------
Macy's, Inc. (NYSE:M) on Jan. 4, 2016, announced that its
comparable sales on an owned plus licensed basis declined by 2.1
percent in the months of November and December 2016 combined,
compared to the same period last year. On an owned basis,
comparable sales declined by 2.7 percent in the combined
November/December period.
"While our sales trend is consistent with the lower end of our
guidance, we had anticipated sales would be stronger. We believe
that our performance during the holiday season reflects the broader
challenges facing much of the retail industry. We are pleased with
the performance of our digital business, with double-digit gains at
both macys.com and bloomingdales.com; however, store sales
continued to be impacted by changing customer behavior. Our
apparel business, which includes women's, men's and children's,
performed well, with particular strength in active and cold-weather
merchandise. Sales were also strong in fine jewelry, as well as
furniture and bedding, reflecting the success of our initiatives in
those categories. However, ongoing weakness in handbags and
watches negatively impacted our results," said Terry J. Lundgren,
Macy's, Inc. chairman and chief executive officer.
2016 Guidance
Macy's, Inc. maintains its previously provided full-year sales
guidance of a 2.5 percent to 3.0 percent decrease in comparable
sales on an owned plus licensed basis, and expects to come in at
the lower end of that guidance, with comparable sales on an owned
basis to be approximately 50 basis points lower.
The company now expects full-year 2016 diluted earnings per share
(excluding asset impairment, restructuring, retirement settlement
and other charges) to be in a range of $2.95 to $3.10 (compared
with previous guidance of $3.15 to $3.40).
4th Quarter Earnings Announcement
Macy's, Inc. is scheduled to report fourth quarter sales and
earnings on February 21, 2017. Additional detail on financial
performance will be provided at that time. The company will webcast
a call with financial analysts and investors at 10 a.m. ET on
February 21, 2017. Macy's, Inc.'s webcast is accessible to the
media and general public via the company's website at
www.macysinc.com. Analysts and investors may call in on
888-599-8686, passcode 4375466. A replay of the conference call can
be accessed on the website or by calling 888-203-1112 about two
hours after the conclusion of the call.
Shares Plunge
According to Bloomberg News, after Macy's cut its earnings outlook
and announced plans to close 100 stores, and eliminate 6,200 jobs,
or about 4 percent of its workforce, Macy's shares fell as much as
9.2 percent to $32.55 in late trading on Jan. 4. That follows a
2.4 percent gain for the stock last year.
About Macy's, Inc.
Macy's, Inc. (NYSE:M), with corporate offices in Cincinnati and New
York, is one of the nation's premier retailers, with fiscal 2015
sales of $27.079 billion. The company operates about 880 stores in
45 states, the District of Columbia, Guam and Puerto Rico under the
names of Macy's, Bloomingdale's, Bloomingdale's Outlet, Macy's
Backstage and Bluemercury, as well as the macys.com,
bloomingdales.com and bluemercury.com websites. Bloomingdale's in
Dubai is operated by Al Tayer Group LLC under a license agreement.
Macy's reported $21.274 billion in assets against $17.483 billion
in liabilities as of Oct. 29, 2016.
Macy's posted $139 million of net income on $17.263 billion of net
sales for the 39 weeks ended Oct. 29, 2016, compared with net
income of $528 million on $18.210 billion of net sales for the 39
weeks ended Oct. 31, 2015.
MANAGEMENT FITNESS: Taps Garland & Mason as Special Counsel
-----------------------------------------------------------
Management Fitness Associates, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Garland &
Mason, LLC as its special counsel.
The firm will assist the Debtor in resolving certain pre-bankruptcy
claims or state court litigation in order to formulate a Chapter 11
plan of reorganization.
Gary Mason, Esq., at Garland & Mason, will be paid an hourly rate
of $395 for his services.
In a court filing, Mr. Mason disclosed that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Gary L. Mason, Esq.
195 Route 9 South, Suite 204
Manalapan, NJ 07726
Phone: (732) 358-2028
Fax: (732) 358-2029
About Management Fitness Associates
Management Fitness Associates, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-33395) on
December 8, 2016. The petition was signed by Mark Cowan, managing
member.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
MARATHON PETROLEUM: Moody's Affirms (P)Ba1 Preferred Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Marathon Petroleum Corporation's
(MPC) Baa2 senior unsecured rating and its P-2 short-term rating,
and changed the outlook to negative from stable. Moody's affirmed
MPLX LP's (MPLX) Baa3 senior unsecured rating and maintained stable
outlook. These rating actions followed MPC's announcement on
January 3 that it planned to accelerate the dropdown of assets
generating approximately $1.4 billion of EBITDA into MPLX, which
MPLX would finance with a combination of debt and limited
partnership (LP) units.
"In a continuation of its focus on enhancing shareholder value, MPC
has proposed a series of transactions between itself and MPLX
intended to fund a substantial, ongoing return of capital to MPC
shareholders, the result of which is leveraging on both a
consolidated and stand-alone basis at MPC," commented Andrew
Brooks, Moody's Vice President. "However, presuming a balanced mix
of debt and equity financing of the asset dropdowns at MPLX,
Moody's sees little change in MPLX's leverage profile, while its
EBITDA stream would approximately double and have less potential
volatility as a result of an improved alignment between natural gas
gathering and processing (G&P) and logistics cash flows."
Affirmations:
Issuer: Marathon Petroleum Corporation
Pref. Shelf, Affirmed (P)Ba1
Subordinate Shelf , Affirmed (P)Baa3
Senior Unsec. Shelf, Affirmed (P)Baa2
Senior Unsecured Commercial Paper, Affirmed P-2
Senior Unsecured Regular Bond/Debentures, Affirmed Baa2
Outlook Actions:
Issuer: Marathon Petroleum Corporation
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: MPLX LP
Senior Unsecured Regular Bond/Debentures, Affirmed Baa3
Outlook Actions:
Issuer: MPLX LP
Outlook, Remains Stable
RATINGS RATIONALE
MPC's negative outlook reflects the increase in its consolidated
and refining and marketing-only stand-alone leverage as a result of
the proposed steps being taken in its pursuit of enhanced
shareholder value. The outlook could be restored to stable
depending on the extent to which, if any, MPC dropdown proceeds are
used for debt reduction. MPC's ratings could be downgraded if
consolidated leverage is sustained above 3.0x, if refining and
marketing-only stand-alone leverage exceeds 2.25x or if retained
cash flow to debt falls below 15%. Additional transactions in
pursuit of shareholder value that reduce or negatively affect the
composition of MPC's cash flow stream could also result in a
downgrade. While unlikely in the near-term, MPC's ratings could be
upgraded presuming MPC continues to generate strong free cash flow
such that retained cash flow to debt remains in excess of 20%
during cyclical lows, with consolidated debt/EBITDA approaching
2.0x.
MPC's Baa2 senior unsecured rating is supported by the large scale,
strong process complexity and attractive geographic locations and
integrated network comprising its core refining assets. MPC
benefits from the earnings diversification achieved through its
midstream logistics businesses, including its investment in MPLX,
and its Speedway and Marathon branded retail distribution channels.
Ratings are further supported by the company's record of positive
free cash flow generation. MPC's proposed exchange of its general
partnership (GP) interest and incentive distribution rights (IDRs)
in MPLX is positive from the perspective of structural
simplification. However, the proposed asset dropdowns together with
a strategic review of the potential separation of Speedway would
weaken the quality of the cash flow supporting MPC's debt and
increases MPC's consolidated and stand-alone debt leverage while
increasing the extent of double leverage characterizing MPC's
balance sheet. Ratings are further constrained by the inherent
cyclicality and volatility of the refining sector, and MPC's
continued focus on enhancing shareholder returns through share
repurchases and dividend increases, as evidenced by these proposed
actions announced by MPC.
MPLX functions as the principal vehicle for the expansion of MPC's
midstream asset footprint, much of which is strategically located
in close proximity to the prolific Utica and Marcellus Shale
regions, and whose logistics asset base is highly integrated into
MPC's refining system. In December 2015, MPLX closed on its
acquisition of MarkWest Energy Partners, L.P. While the acquisition
provided MPLX with the substantial size and scale it was previously
lacking, it represented an aggressive step-out into natural gas
G&P, diluting the strong business risk profile MPLX initially had
as a tightly integrated owner/operator of logistics and storage
assets. The proposed MPC asset dropdowns will improve the balance
between G&P and logistics cash flows, significantly enlarging while
also enhancing the quality of MPLX's aggregate EBITDA. Financing
the dropdowns with a balance of debt and equity (LP units to be
issued to MPC) will leave MPLX's debt/EBITDA roughly unchanged at
around 4x with projected distribution coverage about 1.1x.
MPLX's stable outlook reflects the high degree of fee-based EBITDA
generated by its rapidly expanding asset base, comprised of largely
fee-based natural gas G&P and its highly integrated logistics and
storage relationship with MPC, which will be significantly enlarged
following the proposed acceleration of MPC asset dropdowns. An
upgrade of MPLX's rating could be considered should EBITDA approach
$1.75 billion, presuming no deterioration in business risk profile,
with sustained leverage under 4x. An upgrade of MPC's Baa2 rating
would likely not prompt an upgrade in MPLX's rating. MPLX's ratings
could be downgraded if debt/EBITDA exceeds and is sustained above
4.5x, should transaction execution or integration risk disrupt
operations or cash flow or should MPLX's significant move into
natural gas G&P increase volumetric or commodity price volatility
in its margins and cash flow. A downgrade in MPC's ratings to below
investment grade, while considered unlikely, could also prompt a
downgrade in MPLX's ratings.
The principal methodology used in rating Marathon Petroleum
Corporation was Refining and Marketing Industry published in
November 2016. The principal methodology used in rating MPLX LP was
Global Midstream Energy published in December 2010.
Marathon Petroleum Corporation is a large independent refining and
marketing company headquartered in Findlay, Ohio. MPLX LP is a
publicly traded midstream logistics master limited partnership
(MLP) also headquartered in Findlay, Ohio whose general partner is
Marathon Petroleum Corporation.
MARSH LAND: Wants Court Approval for Cash Collateral Use
--------------------------------------------------------
Marsh Land & Livestock, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Montana to use cash
collateral.
As of the Petition Date the Debtor owned 325 cows, 173 feeder
calves valued at $155,700. The Debtor also owned 68 replacement
heifers, 22 bulls, and six horses for a total livestock value of
$1,122,450. In addition, the Debtor owned grain, including barley,
barley screenings, 2016 hay, and 2015 hay with a total value of
$808,372.
The Debtor anticipates selling cows and feeder calves in December
and February with total proceeds of $116,250. The Debtor also
anticipates periodic sales of hay which are projected to generate
$27,500 before the end of February 2017. The Debtor proposes to
use the cash proceeds from the sale of livestock and hay, totaling
$143,750.
The Debtor's proposed six-month budget, projects operating costs
and expenses totaling $64,089, which will be used primarily, to
fund its cattle feeding operations through March 31, 2017. The
Debtor asserts that the use of cash collateral will maintain the
Debtor's livestock herd, which in turn will be used to fund, in
part, its Chapter 11 Plan.
As of the Petition Date, Rabo AgriFinance is owed $3,066,309,
secured by the Debtor's equipment, crops/feed inventory, livestock
and accounts receivable, valued at $4,606,907. Rabo AgriFinance is
also secured by a first mortgage lien on real estate owned by Marsh
Resources, LLC which is valued at $5,050,000. Rabo AgriFinance has
an equity cushion of $6,590,598 which is a cushion in excess of
20%.
Great Western Bank is owed $2,056,444, as of the date of petition.
The indebtedness is secured by a second position lien on all
inventory, equipment, crops, farm products, livestock, farm
equipment, consumer goods and fixtures. The Debtor relates that
Great Western Bank enjoys an equity cushion in excess of 100%
considering that $2,028,091 of the equity cushion is the value
represented by a loan receivable from the Debtor's related entity,
ProTank Products, Inc., such that if the ProTank loan receivable is
discounted in full, there remains an equity cushion of $550,724
which equates to a cushion of 27%.
The Debtor asserts that the equity cushions enjoyed by both Rabo
Agrifinance and Great Western Bank provide each with adequate
protection that their respective claim will remain fully secured if
the will be given authority to use cash collateral.
A full-text copy of the Debtor's Motion, dated December 29, 2016,
is available at https://is.gd/uSsKl2
A copy of the Debtor's Proposed Budget, dated December 29, 2016, is
available at https://is.gd/KJq7NQ
About Marsh Land and Livestock
Marsh Land and Livestock, Inc., filed a Chapter 11 petition (Bankr.
D. Mont. Case No.: 16-60999) on October 7, 2016. The petition was
signed by Todd Marsh, president. The Debtor disclosed $2.78
million in total assets and $5.29 million in total liabilities.
The Debtor is represented by James A. Patten, Esq. and Blake A.
Robertson, Esq. at Patten, Peterman, Bekkedahl & Green, PLLC. The
Debtor employs Jake Fladager and G.R. Nelson & Associates as
accountants.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/mtb16-60999.pdf
MCSGLOBAL INC: Court Approves Kellton APA
-----------------------------------------
Judge Brian F. Kenney of the United States Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, approved the
MCSGlobal Incorporated Trustee's Asset Purchase Agreement with
Kellton Tech Solutions, Ltd.
The Kellton APA provided for a $200,000 purchase price where the
Trustee would retain all claims and causes of action against Suresh
Doki. The Kellton APA also allows the bankruptcy estate to retain
all pre-closing cash, which the Trustee estimated to be
approximately $143,000.00. The Kellton APA further requires
Kellton to pay up to $136,746.37 in deferred salaries owed to the
employees. The Trustee testified that the APA also requires
Kellton to pay the last payroll for the MCSGlobal Incorporated
employees, which the Trustee estimated to be approximately
$70,000.00, if the sale closes by December 31, 2016.
The Kellton APA provides Kellton with a full and complete release
of claims. The Kellton APA also requires the Trustee to deliver a
Bar Order, prohibiting and enjoining creditors (most notably,
ProLink Services, LLC-Holding) from pursuing any litigation against
Kellton on account of "any claim or cause of action that is
property of the Seller."
ProLink, which had asserted State-law claims for breach of
fiduciary duty and fraudulent transfer against Kellton, had two
objections to the Trustee's sale:
(a) that the Trustee is selling too cheap, when one
considers a potential fraudulent transfer claim against
Kellton; and
(b) the Trustee's proposed Bar Order is unwarranted.
Judge Kenney held that the Trustee's business judgment was well
founded. The judge found that the purchase price represented by
all of the terms of the Kellton APA is fair and reasonable. Judge
Kenney found that the complexities and expense of any fraudulent
transfer litigation against Kellton, along with the uncertainty of
any litigation result, are far outweighed by the benefits to the
estate of the Kellton APA.
Judge Kenney noted that the breach of fiduciary duty claim is
common to all creditors and is not particular to ProLink. The
judge therefore found that the Trustee's release of Kellton will
bar ProLink's maintenance of the breach of fiduciary duty claim
against Kellton. The judge also found that ProLink's fraudulent
transfer claim will be barred by the Trustee's settlement with
Kellton.
Judge Kenney found approval of the Kellton APA to be in the best
interests of all of the creditors of the estate, including the
post-petition administrative creditors. Absent approval of the
settlement, the judge surmised that the Trustee will be forced to
shut down the business, thereby giving rise to even more unpaid
(and unpayable) administrative claims against the estate. There is
no party willing to pay anything more for the assets of the
debtor.
A full-text copy of Judge Kenney's January 4, 2017 opinion is
available at http://bankrupt.com/misc/vaeb15-11674-192.pdf
MCSGlobal Incorporated is represented by:
Dawn C. Stewart, Esq.
THE STEWART LAW FIRM, PLLC
1050 Connecticut Ave. N.W., Tenth Floor
Washington, DC 20036
Tel: (202)772-1080
Fax: (202)521-0616
The Chapter 11 Trustee is represented by:
Bradford F. Englander, Esq.
David William Gaffey, Esq.
WHITEFORD TAYLOR & PRESTON, LLP
3190 Fairview Park Drive, Suite 800
Falls Church, VA 22042
Tel: (703)280-9260
Fax: (703)280-9139
Email: benglander@wtplaw.com
dgaffey@wtplaw.com
Kellton Tech Solutions, Ltd. is represented by:
Stephanie N. Gilbert, Esq.
WILLCOX & SAVAGE, P.C.
440 Monticello Avenue, Suite 2200
Norfolk, VA 23510
Tel: (757)628-5500
Fax: (757)628-5566
Email: sgilbert@wilsav.com
ProLink Services LLC-Holding is represented by:
Genevieve Claire Bradley, Esq.
ROTH DONER JACKSON, PLC
8200 Greensboro Drive, Suite 820
McLean, VA 22102
Tel: (703)485-3535
Fax: (703)485-3525
Email: gbradley@rothdonerjackson.com
The U.S. Trustee is represented by:
Jack Frankel, Esq.
OFFICE OF THE U.S. TRUSTEE
115 South Union Street, Ste. 210
Alexandria, VA 22314
Tel: (703)557-7176
Fax: (703)557-7279
About MCSGlobal, Inc.
MCSGlobal, Inc., is a staffing provider specializing in information
technology services located in Sterling, Virginia. MCSGlobal
contracted to provide information technology staffing services to
at least thirteen clients in the mid-Atlantic region.
MCSGlobal sought Chapter 11 protection (Bankr. E.D. Va. Case No.
15-11674) on May 14, 2015. The petition was signed by Suresh Doki,
president. The Debtor estimated assets of $0 to $ 50,000 and
$500,001 to $1 million in debt. Dawn C. Stewart, Esq. at The
Stewart Law Firm, PLLC, serves as the Debtor's counsel.
MEDFORD TRUCKING: Taps Calwell Practice as Special Counsel
----------------------------------------------------------
Medford Trucking, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to hire Calwell Practice
L.C. as special counsel.
The firm will assist the Debtor in pursuing claims involving
product liability and breach of warranty against Caterpillar Inc.
and Cecil I. Walker Machinery Company.
Calwell will represent the Debtor on a contingency basis with a fee
arrangement of 40% of the proceeds from settlement or recovery of
the claim.
David Carriger, Esq., disclosed in a court filing that he and the
employees of his firm are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David H. Carriger, Esq.
Calwell Practice L.C.
500 Randolph Street
Charleston, West Virginia 25302
Tel: 304-343-4323
Fax: 304-344-3684
About Medford Trucking
Medford Trucking LLC was primarily in the business of hauling coal
for Alpha Natural Resources and its subsidiaries by truck and
trailer from mine sites to river docks or rail yards for further
shipment to Alpha's customers.
Medford Trucking LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. W.Va. Case No. 14-20354) on June 27,
2014. The case was assigned to Judge Ronald Pearson, and later
reassigned as a result of Judge Pearsons' retirement to Judge
Frank W. Volk.
* * *
The Debtor operated as a going concern under Chapter 11 from June
25, 2014, until June 26, 2015. On Nov. 16, 2015, the Bankruptcy
Court approved an order allowing the Debtor to sell real property
by public auction. The public auction was held by Ritchie Bros.
Auctioneers (America), Inc.
METABOLIX INC: Has Until June 26 to Regain Nasdaq Compliance
------------------------------------------------------------
Metabolix, Inc. received notice on Dec. 28, 2016, that The Nasdaq
Stock Market LLC has granted the Company an additional 180 days
(until June 26, 2017) to regain compliance with Nasdaq's $1.00 per
share minimum bid price requirement under Nasdaq Marketplace
Listing Rule 5810(c)(3)(A). Previously, on June 30, 2016, Nasdaq
notified the Company that it did not meet the minimum bid price
requirement required for continued listing on The Nasdaq Capital
Market, and the Company was given until Dec. 27, 2016, to achieve
compliance.
The Company may achieve compliance during this additional 180-day
period if the closing bid price of the Company's common stock is at
least $1.00 per share for a minimum of 10 consecutive business days
by June 26, 2017. If the Company fails to regain compliance on or
prior to June 26, 2017, the Company's stock will be subject to
delisting by Nasdaq. The Company is considering actions that it
may take in order to regain compliance with this continued listing
requirement.
About Metabolix
Metabolix, Inc., is implementing a strategic plan under which the
Company has wound down its legacy PHA biopolymer business and
Yield10 Bioscience will become its core business, with a focus on
developing disruptive technologies for step-change improvements in
crop yield. Yield10 is leveraging Metabolix's extensive track
record of innovation based around optimizing the flow of carbon
intermediates in living systems. Yield10 is working on new
approaches to improve fundamental elements of plant metabolism
through enhanced photosynthetic efficiency and directed carbon
utilization. Yield10 is advancing several yield traits in
development in crops such as camelina, canola, soybean and corn.
The Company is based in Woburn, Mass.
Metabolix reported a net loss of $23.68 million in 2015, a net loss
of $29.53 million in 2014 and a net loss of $30.50 million in
2013.
As of Sept. 30, 2016, Metabolix had $13.52 million in total assets,
$4.94 million in total liabilities and $8.57 million in total
stockholders' equity.
PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses from operations and has
insufficient capital resources, which raises substantial doubt
about its ability to continue as a going concern.
MICHAEL D. COHEN: Seeks May 10 Plan Filing Period Extension
-----------------------------------------------------------
Michael D. Cohen, M.D., P.A. asks the U.S. Bankruptcy Court for the
District of Maryland to extend its exclusive periods for filing and
obtaining acceptances of a chapter 11 plan, through May 10, 2017
and July 11, 2017, respectively.
The Debtor's exclusive filing period is currently set to expire on
January 10, 2017, and its exclusive solicitation period is set to
expire on March 13, 2017.
The Debtor contends that its Chapter 11 case is complex for two
reasons:
(1) It is intrinsically tied to the Chapter 11 case of the
individual co-Debtors, Michael and Shari Cohen, with which the
case is being jointly administered. The Debtor and the Individual
Debtors are substantially the same creditor claims and anticipate
that a resolution of their Chapter 11 cases can best be achieved
through a joint Chapter 11 plan of reorganization.
(2) A complaint was filed against the Debtor and the
Individual Debtors in the Circuit Court for Baltimore County, by a
former non-physician employee, Dawn Richardson, who claimed
ownership and lost profits in a company known a Skin, Inc. After a
jury trial, the Court entered a judgment agains the Debtor and the
Individual Debtors for $1,275,000. The Debtor and the Individual
Debtors filed a notice of appeal on September 9, 2016. Relief from
the automatic stay was granted by the Bankruptcy Court for the
limited purpose of permitting the prosecution of the Appeal to
proceed in the Maryland Court of Special Appeals. The outcome of
the Appeal may significantly impact the terms and structure of a
proposed Chapter 11 plan.
About Michael D. Cohen, M.D., P.A.
Based in Maryland, Michael D. Cohen, M.D., P.A. d/b/a Cosmetic
Surgery Center of Maryland d/b/a Belcara Health, d/b/a Belcara, is
a professional corporation engaged in the business of providing
various physician services to its patients, including but not
limited to services in the areas of plastic surgery, dermatology,
and podiatry. Michael D. Cohen, M.D., is the sole shareholder of
the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for
the business administration of the Debtor's medical practice.
Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a
joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug.
26, 2016.
The Company filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12,
2016. The Debtor estimated assets in the range of $100,000 to
$500,000 and liabilities in the range of $1 million to $10 million
as of the bankruptcy filing. The Debtors cases are jointly
administered under (Bankr. D. Md. Case No. 16-22231).
The Company is represented by Irving Edward Walker, Esq., at Cole
Schotz P.C.
The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin,
LLC.
MODULAR SPACE: Seeks Court Approval of RSA Assumption
-----------------------------------------------------
BankruptcyData.com reported that Modular Space Holdings filed with
the U.S. Bankruptcy Court a motion for an order authorizing the
Debtors' assumption of a restructuring support agreement (RSA),
dated December 20, 2016. The motion explains, "By this Motion, the
Debtors seek authority to assume (i) the RSA negotiated by the
Debtors, the ABL Lenders comprising holders of 100% in the
aggregate outstanding amount of the ABL Facility, certain of the
Debtors' Noteholders comprising holders of approximately 94% of the
outstanding Secured Notes (the 'Consenting Noteholders') and
certain investment funds owned or managed by Calera Capital
Advisors (including Calera Capital Partners II, Calera VI, Calera
XI, Calera Capital Offshore Partners II, Calera Capital Partners
III, and any other investment funds owned or managed by Calera
Capital Advisors that hold common stock of Holdings, 'Calera'), the
holder of approximately 91.9% of equity interests in Holdings
(collectively, the 'RSA Parties'), pursuant to which the RSA
Parties have agreed to support the Plan... Moreover, prompt
assumption of the RSA is essential for the preservation of the
consensual deal through which the Debtors intend to effectuate a
reorganization... If confirmed, the Plan will implement the agreed
restructuring of the Debtors' obligations to the Noteholders,
providing each Noteholder with a pro rata share of 9,122,999 shares
of equity of a reorganized entity, to be determined in accordance
with the Plan, which will own, directly or indirectly, 100% of the
equity interests in Modular Space Corporation as of the Effective
Date (the 'Reorganized Entity'), along with the ability to
participate in a rights offering of $90 million in the Reorganized
Entity (the 'Rights Offering') pursuant to which the Noteholders
may subscribe to purchase their pro rata share of an additional
18,317,500 shares of equity in the Reorganized Entity." The Court
scheduled a January 19, 2017 hearing to consider the motion, with
objections due by January 12, 2017.
About Modular Space
Modular Space Corporation (ModSpace), based in Berwyn, Pa. --
http://Blog.ModSpace.com/-- is the largest U.S.-owned provider of
office trailers, portable storage units and modular buildings for
temporary or permanent space needs. Building on nearly 50 years of
experience, ModSpace serves a diverse set of customers and markets
including commercial, construction, education, government,
healthcare, industrial, energy, disaster relief, franchise and
special events through an extensive branch network across the
United States and Canada.
On Dec. 21 2016, Modular Space Holdings, Inc., and six affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Case No. 16-12825 to
16-12831) to pursue a prepackaged plan of reorganization. The
cases are pending joint administration under Case No. 16-12825
before the Honorable Kevin J. Carey.
ModSpace estimated $1 billion to $10 billion in assets and
liabilities.
Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel for
the Company; Lazard Middle Market LLC and Lazard Freres & Co. LLC
are acting as the Company's investment bankers and Zolfo Cooper is
the Company's financial advisor. Kurtzman Carson Consultants is
the claims and noticing agent.
Dechert LLP is acting as legal counsel, and Moelis & Company LLC is
acting as financial advisor to the ad hoc group of noteholders.
* * *
Modular Space Corporation filed a Prepackaged Plan of
Reorganization that will eliminate approximately $400 million of
debt from the Company's balance sheet, provide $90 million of new
equity capital from the bondholders via a rights offering and
include a new $719 million credit facility to be provided by the
existing asset based lenders (the "Lenders").
General unsecured claims, to the extent not paid earlier by order
of the Court, would either be paid in full in cash or reinstated on
the Effective Date. However, under certain conditions, the Plan
affords the noteholders the right to direct the Debtors (subject to
certain consent rights) to pursue an "alternative transaction."
MODULAR SPACE: Wins Recognition of Canadian Proceeding
------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) issued an
initial recognition order and supplemental order under the
Companies' Creditors Arrangement Act recognizing the Chapter 11
proceedings of Modular Space Holdings Inc. and its
debtor-affiliates as a foreign main proceeding.
Modular Space Corporation has been selected by the Debtors as the
foreign representative of their estates. MSC is located at 1200
Swedesford Road, Berwyn, Pennsylvania.
Alvarez & Marsal Canada Inc. was named the information officer with
respect to the Debtors' CCAA proceedings.
Modular Space retained as counsel:
Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower,
22 Adelaide St. W
Toronto, ON M5H 4E3 Canada
Attention: Roger Jaipargas
Tel: 416-367-6266
Fax: 416-367-6749
Email: RJaipargas@blg.com
A&M can be reached at:
Alvarez & Marsal Canada Inc.
Royal Bank Plaza, South Tower
200 Bay Street, Suite 2900
PO Box 22
Toronto, ON M5J 2J1
Attention: Jenny Poulos
Tel: 416-847-5166
Fax: 416-847-5201
Email: jpoulos@alvarezandmarsal.com
A copy of the recognition order can be viewed at
http://www.alvarezandmarsal.com/modspace
About Modular Space
Modular Space Corporation (ModSpace), based in Berwyn, Pa. --
http://Blog.ModSpace.com/-- is the largest U.S.-owned provider of
office trailers, portable storage units and modular buildings for
temporary or permanent space needs. Building on nearly 50 years of
experience, ModSpace serves a diverse set of customers and markets
including commercial, construction, education, government,
healthcare, industrial, energy, disaster relief, franchise and
special events through an extensive branch network across the
United States and Canada.
On Dec. 21 2016, Modular Space Holdings, Inc., and six affiliates
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Case No. 16-12825 to
16-12831) to pursue a prepackaged plan of reorganization. The
cases are pending joint administration under Case No. 16-12825
before the Honorable Kevin J. Carey in the United States Bankruptcy
Court for the District of Delaware.
ModSpace estimated $1 billion to $10 billion in assets and
liabilities.
Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel for
the Company; Lazard Middle Market LLC and Lazard Freres & Co. LLC
are acting as the Company's investment bankers and Zolfo Cooper is
the Company's financial advisor. Kurtzman Carson Consultants is
the claims and noticing agent.
Dechert LLP is acting as legal counsel and Moelis & Company LLC is
acting as financial advisor to the ad hoc group of noteholders.
* * *
Modular Space Corporation filed a Prepackaged Plan of
Reorganization that will eliminate approximately $400 million of
debt from the Company's balance sheet, provide $90 million of new
equity capital from the bondholders via a rights offering and
include a new $719 million credit facility to be provided by the
existing asset based lenders (the "Lenders").
General unsecured claims, to the extent not paid earlier by order
of the Court, would either be paid in full in cash or reinstated on
the Effective Date. However, under certain conditions, the Plan
affords the noteholders the right to direct the Debtors (subject to
certain consent rights) to pursue an "alternative transaction."
MOUNTAIN DIVIDE: Seeks to Hire Anner-Hughes as Special Counsel
--------------------------------------------------------------
Mountain Divide, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Montana to hire Anner-Hughes Law Firm as
special counsel.
The firm will provide legal services to the Debtor in connection
with a lawsuit it filed against American Pipe & Supply Co. to
recover damages.
In September 2013, during routine fracking at the Olson Well, a
pipe coupling attached to the Debtor's frac string failed. The
failure of the pipe coupling, which was purchased from American
Pipe, caused the Debtor to suspend its fracture stimulation
operations.
The Debtor proposes these fee arrangements:
(a) 33 1/3% of total recovery by settlement prior to trial;
(b) 40% of the total recovery by settlement or verdict at
trial, if not appealed; or
(c) 50% of the total recovery where the trial judgment or
verdict is appealed.
Anner-Hughes Law Firm does not hold or represent any interest
adverse to the Debtor or its bankruptcy estate, according to court
filings.
The firm can be reached through:
Roberta Anner-Hughes, Esq.
Anner-Hughes Law Firm
2722 Third Ave. N., Suite 315
Billings, MT 59101
Phone: 888-885-7682
Fax: 866-550-0598
About Mountain Divide
Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016. The petition was signed by
Patrick M. Montalban, manager. The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C. The case
is assigned to Judge Ralph B. Kirscher. The Debtor estimated
assets at $1 million to $10 million and liabilities at $50 million
to $100 million at the time of the filing.
NASTY GAL: Needs to Use Cash Through Feb. 8 Sale Closing
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Nasty Gal Inc. seeks authorization from the U.S. Bankruptcy Court
for the Central District of California for further interim use of
the cash collateral of Hercules Capital, Inc. f/k/a Hercules
Technology Growth Capital, Inc., in its capacity as administrative
agent for itself and several banks and other financial entities,
through February 8, 2017.
The Debtor relates that the Court, pursuant to its Third Interim
Order, allowed the Debtor to use cash collateral on an interim
basis from December 20, 2016 through January 5, 2017. The Debtor
further relates that it needs to continue to utilize cash
collateral through the date of the Sale Hearing, in order to
operate its business in the ordinary course pending an auction of
its business assets and to ensure that the Auction will attract the
highest and best bid for its assets and business.
The Debtor contends that it has signed a stalking horse purchase
agreement with BooHoo F I, Ltd., which, if approved by the Court,
provides for the sale of substantially all of the Debtor's
intellectual property assets for $20 million dollars after the
opportunity for an auction and competitive bids. The Stalking Horse
APA contemplates an auction for the Debtor's assets on February 7,
2017 and a hearing to approve a sale to the winning bidder on
February 8, 2017.
The Debtor intends to use cash collateral on a final basis, based
upon the results of the Auction, from February 8, 2017 through the
closing of a sale and the payment in full of Hercules Capital. As
such, the Debtor has prepared a modified budget that covers the
period from January 5, 2017 through and including February 8, 2017,
projecting total operating disbursements of approximately $4,829.
Pursuant to the Prepetition Agreements, the Hercules Capital, in
its capacity as administrative agent for itself and several banks
and other financial entities, asserts that as of Petition Date, the
Debtor was indebted to the Hercules Capital in the aggregate amount
of not less than $15,288,855.
Hercules Capital asserts that the Debtor granted Hercules Capital a
valid, perfected, first priority, non-avoidable security interests
in all of the Debtor's right, title, and interest in and to
personal property of the Debtor, whether now owned or hereafter
acquired, which includes: receivables, equipment, fixtures, general
intangibles, inventory, investment property, deposit accounts,
cash, and all other tangible and intangible personal property.
The Debtor proposes to grant replacement liens to Hercules Capital
on all property and assets of the Debtor, and all proceeds, rents,
or profits thereof, that were subject to the Hercules Capital's
liens and security interests and, to the extent permissible under
existing contracts, on all of the Debtor's intellectual property,
to secure an amount of the Prepetition Indebtedness equal to the
aggregate diminution in the value of the Hercules Capital's
interests in the Prepetition Collateral occurring from and after
the Petition Date.
The Debtor further proposes to grant Hercules Capital with
superpriority claims to the extent of the net decrease resulting
from the use of Cash Collateral or other Prepetition Collateral
which reduces the value of the Adequate Protection Liens below the
outstanding balance of the Prepetition Indebtedness.
The Debtor contends that during the Fourth Interim Period, the
projected net cash flow during the period will be approximately
$952,000. The Debtor further contends that after accounting for
the accrual of professional fees for the Debtor and the Committee's
professionals of $400,000, there will be a net accretion to value
of approximately $552,000 from the operation of the business during
the Fourth Interim Period.
The Debtor says that the value of Hercules Capital's collateral
will increase during the Fourth Interim Period by approximately
$552,000 from the operation of the business, measured by the change
in cash and inventory, which will increase from $8.7 million to
$9.25 million.
The Debtor contends that the use of cash collateral will preserve
the value of the Debtor's business and Estate, which the Debtor has
previously estimated has a value in excess of $25 million, and even
if no further bids are received, the liquidated value of the Estate
pursuant to a Stalking Horse Sale will exceed $25 million given the
significant liquid assets held by the Estate in addition to the
Debtor's intellectual property.
A full-text copy of the Debtor's Motion, dated January 3, 2017, is
available at https://is.gd/mtoDQ3
About Nasty Gal Inc.
Nasty Gal Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 16-24862), on November 9, 2016. The petition was signed by Joe
Scirocco, president. The case is assigned to Judge Sheri Bluebond.
The Debtor is represented by Scott F. Gautier, Esq., at Robins
Kaplan LLP. At the time of filing, the Debtor estimated assets and
liabilities at $10 million to $50 million.
The Debtor hired Rust Consulting Omni Bankruptcy as claims,
noticing and balloting agent.
The Office of the U.S. Trustee on Nov. 18 appointed five creditors
of Nasty Gal Inc. to serve on the official committee of unsecured
creditors. The Creditors' Committee tapped B. Riley & Co. as
financial advisor.
NEIMAN MARCUS: Bank Debt Trades at 13.09% Off
---------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc.
is a borrower traded in the secondary market at 86.91
cents-on-the-dollar during the week ended Friday, December 30,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.16 percentage points from
the previous week. Neiman Marcus Group Inc. pays 300 basis points
above LIBOR to borrow under the $2.9 billion facility. The bank
loan matures on Oct. 16, 2020 and carries Moody's B2 rating and
Standard & Poor's B- rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended December
30.
NICKLAS LLC: Feb. 14 Disclosure Statement Hearing Set
-----------------------------------------------------
The hearing to consider approval of the second amended disclosure
statement explaining Nicklas, LLC's plan of reorganization will be
held on February 14, 2017, at 9:30 a.m.
February 2 is fixed for filing and serving written objections to
the amended disclosure statement.
The class 6 unsecured creditors will be paid in full over 84 months
after the Effective Date, in regular monthly or quarterly payments,
as the Debtor may determine is feasible. The first monthly or
quarterly payment will begin on or before six months after the
Effective Date. The payments will continue monthly or quarterly,
as the case may be.
The Debtor intends to continue to lease 100 Sunset to the existing
lessees. Further, the Debtor intends to find a new tenant for the
remaining portion of 100 Sunset consisting of approximately 4,500
square feet. The Debtor has a month-to-month lease with FYM, LLC
for 201 Sunset and 221 Sunset. The Debtor is seeking new tenants
for such space. In the meantime, while the rent is being paid by
FYM, LLC, there is sufficient funds to fund the Plan.
A full-text copy of the Second Amended Disclosure Statement dated
December 28, 2016, is available at:
http://bankrupt.com/misc/pamb15-02742-109.pdf
About Nicklas LLC
Nicklas LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02742) on June 26, 2015. The
Petition was signed by one of its member, Rebecca D. Nicklas.
The Debtor's counsel is Robert E. Chernicoff, Esq. at Cunningham,
Chernicoff & Warshawsky P.C. of 2320 North Second Street,
Harrisburg, PA.
At the time of filing, the Debtor had $500,000 to $1 million in
estimated assets and $500,000 to $1 million in estimated
liabilities.
ODYSSEY CONTRACTING: Ch.11 Plan to Be Funded by Litigation Proceeds
-------------------------------------------------------------------
Odyssey Contracting Corp. filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania a plan of reorganization and
accompanying disclosure statement dated December 29, 2016, a
full-text copy of which is available at:
http://bankrupt.com/misc/pawb15-22330-163.pdf
Ongoing business operations will not be the primary source of
funding for the Debtor's Plan. Rather, the primary source of
funding for the Debtor's Plan is the litigation in which the Debtor
is seeking damages in the approximate aggregate amount
$28,000,000.
The Debtor has interests in pending litigation as follows:
(a) The Debtor has claims against L&L Painting Co., Inc. and
Federal Insurance Company (L&L’s bonding company) in regards to
work which Debtor performed on the Queensboro Bridge in New York.
The Debtor believes it is entitled to damages in excess of
$12,000,000.
(b) The Debtor has claims against White, Shanska, Consigli JV in
regard to work which Debtor performed on the Longfellow Bridge in
Massachusetts. The Debtor believes it is entitled to damages of
approximately $10,000,000.
(c) The Debtor has claims against Walsh Construction in regard
to work which Debtor performed on the University Bridge in
Massachusetts. The Debtor believes it is entitled to damages of
approximately $1,000,000.
(d) The joint venture, of which the Debtor is a 50% owner, has
claims against the Washington State Department of Transportation in
regard to work performed on the Lewis & Clark Bridge in Washington
state. The joint venture believes it is entitled to damages in the
approximate amount of $10,000,000 (half of which would go to the
Debtor if said litigation is successful as the Debtor
anticipates).
Unsecured claims against the Debtor are:
-- Unsecured Class 10: This class includes the claim of PNC
Equipment Finance, LLC in the asserted amount of $223,777.38 which
claim is based upon a guaranty by the Debtor of money loaned to a
third party.
-- Unsecured Class 11: This class includes the claims of the
Defendants in the litigation being pursued by the Debtor which have
been raised as counterclaims in the litigation. The claims are in
the approximate aggregate amount of $29,000,000 and are wholly
disputed by the Debtor who will object to the claims.
-- Unsecured Class 12: This class includes the claims of the
general unsecured creditors, which assert claims in the approximate
aggregate amount of $2,750,000. The Debtor disputes some of the
claims asserted by the claimants in this class and will object
thereto.
January 31, 2017, is the last day for filing and serving Objections
to the Disclosure Statement, and to file a Request for Payment of
an Administrative Expense.
On February 7, 2017 at 1:30 P.M., the hearing to consider the
approval of the Disclosure Statement shall be held in Courtroom B,
54th Floor U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA
15219.
About Odyssey Contracting Corp.
Odyssey Contracting Corp., based in Houston, Pennyslvania, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-22330) on June 29,
2015. The petition was signed by Stavros Semanderes, president.
Hon. Carlota M. Bohm presides over the case. Robert O. Lampl, Esq.
at Robert O. Lampl, Attorney at Law, serves as the Debtor's
counsel. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.
OLIGARCH CAPITAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Oligarch Capital LLC
10153 1/2 Riverside Dr. #189
North Hollywood, CA 91602
Case No.: 17-10012
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: January 3, 2017
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Maureen Tighe
Debtor's Counsel: George J Paukert, Esq.
LAW OFFICES OF GEORGE J. PAUKERT
44376 Hazel Canyon Lane
Palm Desert, CA 92260
Tel: 310-850-0231
Fax: 323-937-4366
E-mail: paukburt@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Avis Copelin, managing partner.
The Debtor has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb17-10012.pdf
OLIVE BRANCH: Wants to Continue Using Cash Until March 31
---------------------------------------------------------
Olive Branch Real Estate Development LLC requests from the U.S.
Bankruptcy Court for the District of New Hampshire for
authorization to continue using cash collateral for the period
February 1, 2017 through March 31, 2017.
The Debtor asserts that it has no cash with which to operate its
business other than cash collateral, and thus, the Debtor needs the
use of the cash collateral to satisfy necessary mortgage payments,
utility, insurances, taxes and monthly expenses. Otherwise, absent
the use of cash collateral, the Debtor will be forced to cease
operations immediately, resulting in the forced liquidation of its
assets.
The Debtor believes that Sawin Capital, LLC or Norway Saving Bank
holds a first priority lien on the prepetition cash collateral.
Accordingly, the Debtor proposes granting Sawin/Norway, a
replacement lien on the estate's post-petition accounts receivable
and the cash proceeds thereof, which will have the same priority,
validity, and enforceability as such existing lien on the
Pre-Petition Cash Collateral.
The Debtor requests authority to utilize the cash generated by its
post-petition operations in order to fund its operations will
permit the Debtor to continue as a going concern, thereby
maximizing the value of its assets, a result which will inure to
the benefit of the Debtor, its estate, and its creditors and other
constituencies, including Sawin/Norway.
The Debtor's proposed 60 day operating budget sets forth, among
other things, the Debtor's estimated monthly disbursements to be
approximately $2,105, and projects that during the Budget Period it
will generate approximately $2,400 per month in from rent income.
The Debtor's request for continued use of cash collateral is
subject to amendment or change of the Court-approved sale of the
real estate located at 6 Gould Terrace, Plymouth, NH, which is to
take place before February 15, 2017. The Debtor anticipates filing
its Chapter 11 Plan of Reorganization and Disclosure Statement on
or before February 28, 2017 which will address any proposed changes
in cash collateral use.
A full-text copy of the Debtor's Motion, dated January 3, 2017, is
available at https://is.gd/nfh0en
A full-text copy of the Debtor's proposed Budget, dated January 3,
2017, is available at https://is.gd/JnqwBu
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.
PACIFIC DRILLING: Continuing Talks With Creditors on Restructuring
------------------------------------------------------------------
Pacific Drilling S.A. executed non-disclosure agreements in
November 2016 with certain unaffiliated beneficial holders of the
7.25% Senior Secured Notes due 2017 issued by Pacific Drilling V
Ltd, an indirect, wholly-owned subsidiary of the Company, the Term
Loan B maturing 2018 borrowed by the Company and the 5.375% Senior
Secured Notes due 2020 issued by the Company to facilitate
discussions with the Creditors concerning the restructuring of the
Companies' capital structure.
Pursuant to the NDAs, the Company agreed to disclose publicly after
a specified period, if certain conditions were met, that the
Company and the Creditors had engaged in discussions concerning the
Companies' capital structure, information regarding such
discussions and certain confidential information concerning the
Companies that the Companies had provided to the Creditors.
As of Jan. 2, 2017, the Creditors have not agreed to extend their
NDAs. According to the Company, while no agreement has been
reached, the Company is continuing discussions with its creditors
on the terms of a potential Restructuring.
In connection with discussions regarding the Restructuring, the
Company proposed a transaction in which the Creditors would extend
the maturity date of the Indebtedness to between the fourth quarter
of 2021 and the second quarter of 2022, in exchange for incremental
economics and newly issued shares of the Company. The Creditors
have rejected the Company's proposal, requesting instead the
issuance to them of a significant amount of the equity of the
Company. Currently there is no consensus as to the form or
structure of any Restructuring.
The Company filed with the Securities and Exchange Commission a
presentation, dated Jan. 2, 2017, titled: "Creditor Presentation,"
which is available for free at https://is.gd/hMMQjh
About Pacific Drilling
Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an
international offshore drilling contractor. The Company's primary
business is to contract its high-specification rigs, related
equipment and work crews, primarily on a day rate basis, to drill
wells for its clients. The Company's contract drillships operate
in the deepwater regions of the United States, Gulf of Mexico and
Nigeria.
As of Sept. 30, 2016, Pacific Drilling had $5.89 billion in total
assets, $3.19 billion in total liabilities and $2.70 billion in
total shareholders' equity.
Pacific Drilling reported net income of $126.2 million in 2015,
net income of $188.3 million in 2014 and net income of $25.50
million in 2013.
* * *
In October 2016, Moody's Investors Service downgraded Pacific
Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and
Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'.
"PacDrilling's ratings downgrade reflects our extremely negative
view of the offshore drilling sector with no near term signs of
improvement. Depressed prices for the offshore drillships offers
weak asset coverage for PacDrilling's overall debt. With no
material signs of improving contract coverage or utilization for
PacDrilling's drillships, cashflow through 2017 will be severely
impacted resulting in an unsustainable capital structure," said
Sreedhar Kona, Moody's senior analyst.
In November 2016, S&P Global Ratings lowered its corporate credit
rating on Pacific Drilling S.A. to 'CCC-' from 'CCC+'. "The
downgrade reflects our expectation of limited activity in deep-
water offshore drilling due to continued low oil prices, and the
negative impact on Pacific Drilling's expected cash flows to
support high debt levels and upcoming maturities," said S&P Global
Ratings credit analyst Michael Tsai.
PACIFIC WEBWORKS: Plan of Liquidation Declared Effective
--------------------------------------------------------
Pacific WebWorks' Chapter 11 Plan of Liquidation became effective,
and the Company emerged from Chapter 11 protection. The U.S.
Bankruptcy Court confirmed the Plan on Nov. 28, 2016.
BankruptcyData's Plan Summary notes, "General Unsecured Claims will
receive 80% of the amount of their Allowed General Unsecured
Claims, in cash, on the Initial Distribution Date; and subsequent
distribution(s) of a pro rata share of the Unsecured Distribution
Amount, for a 80% - 100% rate of recovery." In addition, "The
Liquidation Analysis estimates the Total Distributions of Proceeds
to be $331,408. The recovery rate to the Priority Unsecured Claims
is estimated to be 100% and the Nonpriority Unsecured Claims is
estimated to be 96%."
About Pacific WebWorks
Pacific WebWorks, Inc., previously known as Asphalt Associates, was
an application service provider and software development company.
Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case
No. 16-21223) on Feb. 23, 2016, to pursue an orderly liquidation of
its assets. It estimated assets and debt of $1 million to $10
million.
The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel.
The Debtor also engaged Rocky Mountain Advisory as an independent
contractor to provide management services, and appointed Gil Miller
as chief restructuring officer.
PAR TWO INVESTORS: Allowed to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle
District of Georgia authorized Par Two Investors, Inc. to use cash
collateral on an interim basis.
The Debtor's income is derived from rents collected from various
tenants of property owned by the Debtor, including:
(1) lot rental for mobile home lots located at Springlake
Mobile Home Park;
(2) rental of mobile homes located at Springlake Mobile Home
Park;
(3) lease income from commercial property located at 660
Highway 82, Leesburg, GA; and
(4) rental income from two residential property identified as
901 Lovers Lane and 159 Ragan Street.
Bank of Terrell has a first priority lien on the rental income
derived from 159 Ragan Street and from the mobile homes, excluding
the lot rentals, currently located at Lots 15 and 49 of Springlake
Mobile Home.
Synovus Bank has a first priority lien against the rental income
derived from the Properties, except the Bank of Terrell Secured
Property and not including the rental income derived from the
rentals of mobile homes or other property owned by Shane Brinson or
others.
The Debtor and Bank of Terrell had agreed that from the Terrell
Related Funds, the Debtor will pay Bank of Terrell $600 per month
as adequate protection payments. Bank of Terrell authorized the
Debtor to use any excess of the Terrell Related Funds in its
operations, to the extent that Terrell Related Funds are available,
or to the extent that other funds, not inclusive of the Synovus
Related Funds, are available.
Judge Carter did not authorize the Debtor to use Synovus Related
Funds to pay Bank of Terrell adequate protection, or to use Synovus
Related Funds in its operations except for these amounts and
corresponding services:
(a) Contract labor $1,299 per month
(b) Cleaning Services $ 433 per month
(c) Yard Services $ 150 per month
(d) Supplies, repairs
and maintenance $ 575 per month
(e) Legal fees related to
landlord tenant issues $ 500 per month
(f) CPA accounting services $ 500 per month
(g) Utilities for Springlake
Mobile Home Park amount billed
(h) Property taxes amount billed
(i) Insurance amount billed
(j) U.S. Trustee fees amount billed
(k) Synovus Bank $4,928.13 per month as adequate
protection, which will be remitted by the Debtor to Synovus Bank
beginning January 10, 2017.
The Debtor was authorized to pay real and personal property taxes
which became or may become due postpetition, and was required to
provide Synovus Bank and Bank of Terrell with copies of all
invoices for property taxes assessed against any property in which
they may have a lien.
The Debtor was directed to properly and regularly account for
Terrell Related Funds and Synovus Related Funds so as to allow for
the identification of what amounts of income and balances in the
DIP Account constitute Terrell Related Funds and Synovus Related
Funds and provide Bank of Terrell and Synovus Bank with a report
reflecting that information.
The Debtor was also directed to provide Synovus Bank and Bank of
Terrell copies of all invoices supporting any expense for which its
respective Related Funds. The Debtor was further directed to
request from Albany Bank & Trust Company to provide Synovus Bank
with a copy of the monthly bank statement for the DIP Account
Debtor as well as copies of its pre-petition bank statements from
May 16, 2016 through and including the petition date no later than
January 5, 2017.
A full-text copy of the Order, dated December 22, 2016, is
available at https://is.gd/88lOTJ
Synovus Bank is represented by:
Stephen G. Gunby, Esq.
PAGE SCRANTON SPROUSE TUCKER & FORD, P.C.
P.O. Box 1199
Columbus, GA 31902
Telephone: (706) 243-5630
Email: sgg@psstf.com
Bank of Terrell is represented by:
David W. Orlowski, Esq.
LEE DURHAM, LLC
P.O. Box 607
Albany, GA 31702-0607
Telephone: (229) 431-3036
Email: dorlowski@leedurham.com
About Par Two Investors
Par Two Investors, Inc., is in the business of property management
relating to numerous parcels of land as well as mobile homes that
it offers for rent in Lee County, Georgia.
Par Two Investors sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Ga. Case No. 16-11120) on Sept. 15,
2016. The petition was signed by George Shane Brinson, officer.
The Debtor is represented by Kenneth W. Revell, Esq. at Zalkin
Revell, PLLC.
At the time of the filing, the Debtor disclosed $1.01 million in
assets and $1.34 million in liabilities. A significant portion of
Par Two's real and personal property assets are subject to certain
promissory notes and commercial security interests executed by the
Debtor in favor of Synovus Bank, which asserts that the amount owed
to Synovus Bank as of the Petition Date is $1,232,085.
PARK GREEN: Sale of Pasadena Property to Palm for $5.25M Approved
-----------------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California approved Park Green, LLC's sale of
real property located at 1880 East Walnut Street, 175 North
Greenwood Avenue, and 1890 East Walnut Street Pasadena, California,
to Palm Tree Garden, LLC for $5,250,000.
A hearing and auction was held on Dec. 13, 2016 at 11:00 a.m.
The sale is free and clear of any and all encumbrances and other
liabilities and claims.
The sale of the Pasadena Property to Palm, excludes any right to
collect unpaid rent due and owing to the Debtor by any of its
tenants on the closing date of the sale, said rights are not being
sold and remain property of the estate and the Debtor.
The sale of the Pasadena Property is "as is, where is" without
warranties of any kind, express or implied. Palm represents and
warrants that it is purchasing the Pasadena Property as a result of
its own investigations and is not buying the Pasadena Property
pursuant to any representations made by any broker, agent,
accountant, attorney or employee acting at the direction, or on
behalf of the Debtor.
The closing of the sale of the Pasadena Property will occur within
120 days of the entry of the order.
The proceeds from the Debtor's sale of the Pasadena Property will
be distributed (and any escrow company involved will distribute the
sale proceeds) as follows:
a. All outstanding real property taxes will be paid in full at
the sale closing in the estimated amount of approximately
$400,000.
b. All title costs, escrow fees, and all other normal and
customary sale closing costs will be paid in full at the sale
closing, as agreed between the Debtor and Palm.
c. Secured tax debt owed to the State of California Franchise
Tax Board (in the estimated amount of approximately $5,821) will be
paid in full at the sale closing.
d. Secured debt owed to the Los Angeles County Fire Department
(in the estimated amount of approximately $3,129) will be paid in
full at the sale closing.
e. The trust deed debts owing to U.S. Bank National Association
(in the estimated amount of approximately $2,751,521) will be paid
in full at the sale closing.
f. The trust deed debt owing to Allstar Financial Services, Inc.
(in the estimated amount of approximately $1,200,000) will be paid
in full at the sale closing.
g. The balance of the sale proceeds will be deposited into the
State Bar of California client trust account maintained by the
Debtor's bankruptcy counsel, Pena & Soma, APC and will remain in
that trust account pending further order of the Court.
No real estate broker or agent commissions of any sort will be paid
out of the proceeds of the sale of the Pasadena Property.
If there is any dispute relating to any of the outstanding secured
debts that are to be paid out of the proceeds of the sale of the
Pasadena Property then only the undisputed portion of such secured
debt will be paid in full at the sale closing, with the disputed
portion to be paid only after entry of an order of the Court
approving such disputed portion or a written instruction jointly
signed by the Debtor and the secured creditor resolving any such
dispute. Prior to the sale closing, the Debtor will be required to
submit into escrow a certificate approving the amounts of these
asserted claims or indicating which portion, if any, is disputed.
In the event that Palm is unable to close on the Pasadena Property
in accordance with the terms of the Sale Agreement, the Debtor may
sell the Pasadena Property to the next highest bidder. The sale to
the Back-up Bidder will be in the exercise of the Debtor's business
judgment, without need for further Order of Court. he Back-up
Bidder will be required to close within 14 days of receiving Notice
from the Debtor of Palm's failure to close.
The Back-Up Bidder is deemed to be Shamrock Acquisitions, LLC or
its nominee with a bid of $5,175,000 with no contingencies of any
sort as to financing, physical possession or inspections and will
close on the Pasadena Property according to the same terms of the
Sale Agreement.
The validity of the sale approved hereby will not be affected by
the dismissal of the Debtor's case, or its conversion to another
chapter under title 11 of the United States Code.
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.
PC ACQUISITION: Gets Approval to Hire Brink Key as Accountant
-------------------------------------------------------------
PC Acquisition, LLC received approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Brink, Key &
Chludzinski, P.C.
Brink will serve as accountant in connection with the Chapter 11
cases of PC Acquisition and its affiliates. The services to be
provided by the firm include preparing tax returns and assisting
the Debtors in the preparation of a bankruptcy plan.
The hourly rates charged by the firm are:
Partner $265
Manager $175
Staff $130
Administrative $80
Christopher Schinker, a certified public accountant employed with
Brink, disclosed in a court filing that the firm does not hold or
represent any interest adverse to the Debtors or their bankruptcy
estates.
The firm can be reached through:
Christopher M. Schinker
Brink, Key & Chludzinski, P.C.
1300 West Centre Avenue, Suite 200
Portage, MI 49024
Phone: (269) 321-9200
Fax: (269) 321-9045
About PC Acquisition
PC Acquisition, LLC, owns 100 mobile homes that are located at
various mobile home parks. PC also owns a commercial building
located at 23540 Reynolds Court, Clinton Township, MI.
PC Acquisition filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 16-53191) on Sept. 25, 2016. The petition was signed by Mark
D. Krueger, member. The case is assigned to Judge Phillip J.
Shefferly.
The Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Related entities St. John/Battle Creek Owners, LLC, Battle Creek
Realty, LLC, Denmark Management Company and Denmark Services, LLC,
simultaneously sought Chapter 11 protection.
The Debtors tapped Ernest Hassan, Esq., at Stevenson & Bullock,
P.L.C., in Southfield, Michigan as counsel.
No trustee or examiner has been appointed in the cases and no
committee has been appointed or designated.
PEABODY ENERGY: Bank Debt Trades at 2.80% Off
---------------------------------------------
Participations in a syndicated loan under Peabody Energy Power
Corp. is a borrower traded in the secondary market at 97.20
cents-on-the-dollar during the week ended Friday, December 30,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 3.03 percentage points
from the previous week. Peabody Energy Power Corp. pays 325 basis
points above LIBOR to borrow under the $1.2 billion facility. The
bank loan matures on Sept. 20, 2020 and Moody's has withdrawn its
rating and Standard & Poor's did not give any rating. The loan is
one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended December 30.
PEABODY ENERGY: Discovery Has 8.6% Equity Stake as of Dec. 22
-------------------------------------------------------------
Discovery Capital Management, LLC disclosed in a Schedule 13D
filing with the Securities and Exchange Commission that it may be
deemed to beneficially own 1,595,140 shares or roughly 8.6% of the
common stock of Peabody Energy Corporation as of Dec. 22, 2016.
Discovery said it has acquired their Shares of the Company for
investment.
Discovery is a member of an ad hoc committee of holders of
Unsecured Senior Notes. As a member of such committee, Discovery
has been and will continue to be in contact with members of the
Company's management, its Board of Directors, other significant
shareholders and debt holders and others regarding the
reorganization of the Company.
Discovery, as part of such ad hoc committee, consented to a Joint
Plan of Reorganization filed with the United States Bankruptcy
Court by the Company and certain of its subsidiaries. Pursuant to
the Plan, upon the Company's emergence from bankruptcy Discovery
has the right to appoint a director to the Company's new
nine-member board of directors and the right to be a member of a
selection committee that will select four additional directors.
Discovery said it has not entered into any agreement or
understanding to act together with the other participants of such
committee for the purpose of acquiring, holding, voting or
disposing of equity securities of the Company; therefore, Discovery
disclaim membership in a group, for purposes of Section 13(d) under
the Securities Exchange Act of 1934, with the other participants of
the ad hoc committee. Furthermore, Discovery disclaims beneficial
ownership of any Shares held by any other members of the ad hoc
committee.
Except as set forth, Discovery says it has no plans or proposals as
of the date of this filing that would relate to or would result in:
(a) any extraordinary corporate transaction involving the Company;
(b) any change in the present board of directors or management of
the Company; (c) any material change in the present capitalization
or dividend policy of the Company; (d) any material change in the
operating policies or corporate structure of the Company; (e) any
change in the Company's charter or by-laws; (f) the Shares of the
Company ceasing to be delisted from a national securities exchange
or to ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
or (g) causing the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
In addition to the Shares reported, clients of Discovery own (i)
$186,220,000 notional value of 4.75% convertible junior
subordinated debentures due on December 15, 2041, (ii) $394,769,000
notional value of 6.00% senior notes issued in November 2011 and
due November 2018; (iii) $101,032,000 notional value of 6.50%
senior notes issued in August 2010 and due in September 2020; (iv)
$124,425,760 notional value of 6.25% senior notes issued in
November 2011 and due in November 2021; and (v) $31,935,000
notional value of 7.875% senior notes issued in October 2006 and
due in November 2026. Discovery is deemed to have beneficial
ownership over all such securities.
Discovery is a party to (i) the Plan Support Agreement, (ii) the
Private Placement Agreement, and (iii) the Rights Offering and
Backstop Commitment Agreement.
Discovery may be reached at:
Adam Schreck
Discovery Capital Management, LLC
Marshall Street, Suite 310
South Norwalk, CT 06854
Telephone: (203) 956-7953
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia. In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
(Bankr. E.D. Mo. Case No. 16-42529).
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors. The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.
PRECISE CORPORATE: Wants to Use WSB, JPMorgan Cash Collateral
-------------------------------------------------------------
Precise Corporate Staging, LLC, Dedicated Staging, LLC and DavMar
Investments, LLC seek authorization from the U.S. Bankruptcy Court
for the District of Arizona to use the cash collateral of Western
State Bank and JPMorgan Chase Bank, N.A.
Precise Staging and Dedicated Staging's primary business is the
coordination and leasing of lighting, audio, and video equipment
for concerts, corporate and similar events. DavMar Investments
owns the real property on which Debtors' business is located.
Western State Bank asserts a secured interest in substantially all
of the assets of both Precise Staging and Dedicated Staging, which
secures payment of three separate loans it has with Precise Staging
and Dedicated Staging, each of which contains cross-default and
cross-collateralization provisions.
JPMorgan Chase Bank, N.A. asserts a secured interest in
substantially all of the assets of DavMar, to secure payment of a
purchase money financing which JPMorgan provided for DavMar's
acquisition of certain real property from which the Debtors operate
their business.
The Debtors relate that they need immediate use of the cash
collateral to fund their day-to-day operations and ultimately
achieve a successful reorganization. The Debtors contend that
without the use of cash Collateral, they will be forced to
terminate their employees and close their business.
The Debtors say that they currently have no present alternative
borrowing source from which they can secure additional funding to
operate their business.
The Debtors relate that in the 2016 financial year, they have
earned a combined $1,276,629 in gross profit, and a net income of
$51,042. Precise Corporate Staging's monthly budget provides total
expenses in the aggregate amount of $6,093, while Dedicated
Staging's monthly budget reflects expenses in the total amount of
$102.
The Debtors tell the Court that they did not have sufficient time
to determine the validity and extent of Western State Bank's lien
and JPMorgan's lien. The Debtors further tell the Court that they
assume any alleged lien of Western State Bank and JPMorgan are
valid and enforceable and all revenue constitutes Cash Collateral.
The Debtors assert that Western State Bank and JPMorgan are
adequately protected by the Debtors' proposed use of Cash
Collateral to maintain the operation of their business by paying
for maintenance, insurance, taxes, and other operating expenses.
The Debtors further assert that by allowing them to use cash
collateral to continue and to increase the business, Western State
Bank and JPMorgan are more likely to recover on their claims since
the Debtors are in the best position to operate their business.
The Debtors endeavor to grant both Western State Bank and JPMorgan
a security interest in property, including accounts, acquired after
the commencement of the case.
A full-text copy of the Order, dated December 22, 2016, is
available at https://is.gd/jzG8wh
Western State Bank is represented by:
James L. Ugalde, Esq.
Elizabeth Fella, Esq.
Quarles & Brady LLP
Renaissance One
Two N. Central Avenue
Phoenix, AZ 85004
Email: James.Ugalde@quarles.com
Elizabeth.Fella@quarles.com
About Precise Corporate Staging LLC
Precise Corporate Staging LLC, Dedicated Staging, LLC, and DavMar
Investments, LLC filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-14281,
16-14283, and 16-14284) on December 20, 2016.
The Debtors filed Motions to Authorize and Direct Joint
Administration, Transfer of Assignment of Cases to One Judge, and
Use of a Consolidated Caption before Judge Paul Sala, which was
granted on December 21, 2016.
Precise Corporate Staging LLC's Petition was signed by its managing
member, Marla Stern. The Debtor is represented by John C. Smith,
Esq., at Gerald & Smith Law Offices, PLLC. At the time of filing,
the Debtor had $50,000 to $100,000 in estimated assets and $1
million to $10 million in estimated liabilities.
No request has been made for the appointment of a trustee or an
examiner and none has been appointed in this case. No official
committee of unsecured creditors has been appointed in this case.
PRICEVILLE PARTNERS: FSS Seeks Approval to Serve as Accountant
--------------------------------------------------------------
Forensic Strategic Solutions, LLC has filed an application seeking
court approval to be employed as Priceville Partners, LLC's
accountant.
In its application, the firm asked the U.S. Bankruptcy Court for
the Northern District of Alabama to authorize its employment nunc
pro tunc to the date the Debtor's bankruptcy petition was filed.
"FSS' work benefited the Debtor and increased the value of the
Debtor's assets that benefited all creditors," said the firm's
attorney Bryan Hale, Esq., at Goforth Hale LLC.
FSS filed the application after the court denied its request for
payment for post-petition work, and after the Debtor withdrew its
own application to hire the firm at the May 16 hearing.
Mr. Hale maintains an office at:
Bryan G. Hale, Esq.
Goforth Hale LLC
2700 Highway 280 South, Suite 320W
Birmingham, AL 35223
Phone: (205) 403-5896
Fax: (205) 383-2807
About Priceville Partners
Decatur, Alabama-based Priceville Partners, LLC, also known as
Performance Auto Sales, is engaged in the sale of automobiles.
Priceville Partners sought Chapter 11 protection (Bankr. N.D. Ala.
Case No. 16-80675) on March 4, 2016. The case is assigned to
Judge Clifton R. Jessup Jr.
Lee R. Benton and Samuel C. Stephens, Esq., at Benton & Centeno,
LLP, are the Debtor's bankruptcy attorneys. Andrew P. Campbell,
Esq., and Todd Campbell, Esq., at the Law Firm of Campbell Guin,
LLC, have been tapped as special counsel.
The Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in debt.
RELIANCE INTERMEDIATE: Moody's Affirms Ba2 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Reliance Intermediate Holdings
LP's Ba2 corporate family rating (CFR), Ba2-PD probability of
default rating, and B1 senior secured notes rating, and revised the
company's ratings outlook to stable from negative.
"The outlook change reflects elimination of refinancing concerns as
Reliance has put in place a new C$250 million secured term loan,
which together with availability under its revolver, will be used
to fund C$375 million of secured notes that mature in March 2017,"
says Peter Adu, Moody's AVP.
The following rating actions were taken:
Ratings Affirmed:
Corporate Family Rating, Ba2
Probability of Default Rating, Ba2-PD
US$375M Senior Secured Notes due 2023, B1(LGD5)
Outlook Action:
Changed to Stable from Negative
RATINGS RATIONALE
Reliance's Ba2 CFR is primarily influenced by its strong position
in the Ontario (Canada) duopolistic residential water heater rental
market, with high entry barriers and a stable business model with
good revenue visibility, solid margins and predictable operating
cash flows. However, Reliance has weak key credit metrics (LTM
Q3/2016 adjusted Debt/EBITDA of 5.1x, EBITA/Interest of 2.8x and
RCF/Net Debt of 8%), small scale and concentration risk. The rating
anticipates that Reliance will sustain its leverage around 5x as
demonstrated historically given that dividends to its private
equity owner fluctuate to achieve this leverage result. The rating
considers that the company will maintain adequate liquidity over
the next 4 quarters.
Moody's considers Reliance's liquidity to be adequate. The company
has a C$375 million debt maturity in March 2017, which will be
largely funded by a new C$250 million term loan that matures in
2020, and by a C$125 million draw on its C$350 million revolver,
also due in 2020, leaving $120 million of committed unused revolver
availability. Reliance had $4 million of cash at Q3/2016 and
Moody's expects free cash flow to be about breakeven for the next
four quarters. Reliance is subject to leverage and coverage
covenants under its revolver and Moody's expects cushion to exceed
30% through the next 12 to 18 months. Reliance has limited ability
to generate liquidity from asset sales as its assets are
encumbered.
The outlook is stable because Reliance has eliminated its near term
refinancing risk and Moody's expects the company to sustain
leverage around 5x over time.
The rating could be upgraded to Ba1 if Reliance is expected to
sustain adjusted Debt/EBITDA below 4.5x (5.1x currently) and
EBITA/Interest above 3.5x (2.8x currently). The rating could be
downgraded to Ba3 if adjusted Debt/EBITDA is expected to be
sustained towards 6x and EBITA/Interest below 2.5x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Reliance is the leader in residential water heater rentals in
Ontario, Canada with about 1.5 million rental units deployed. The
company also provides heating, ventilation, and air-conditioning
services. Revenue for the twelve months ended September 30, 2016
was about C$600 million. Reliance is headquartered in Toronto and
is owned by Alinda Capital Partners LLC.
RHINO GEAR: Seeks to Hire Forbes Law as Legal Counsel
-----------------------------------------------------
Rhino Gear Manufacturing Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Forbes Law, LLC to give legal advice
regarding its duties under the Bankruptcy Code, assist in the
preparation of a bankruptcy plan, and provide other legal
services.
Glenn Forbes, Esq., at Forbes Law, will be paid an hourly rate of
$275 for his services. Paralegals will be paid $115 per hour.
Mr. Forbes disclosed in a court filing that he and his firm do not
hold or represent any interest adverse to the Debtor's bankruptcy
estate.
The firm can be reached through:
Glenn E. Forbes, Esq.
Forbes Law, LLC
Main Street Law Building
166 Main Street
Painesville, OH 44077
Phone: 440-357-6211
Email: gforbes@geflaw.net
Email: bankruptcy@geflaw.net
About Rhino Gear Manufacturing
Rhino Gear Manufacturing Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 16-16968) on
December 22, 2016. The petition was signed by Richard Reinholz,
president.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.
RIDGEVILLE PLAZA: Wants to Use SF IV Bridge IV Cash Collateral
--------------------------------------------------------------
Ridgeville Plaza, Inc. seeks interim authorization from the U.S.
Bankruptcy Court for the District of Maryland to use SF IV Bridge
IV, LP's cash collateral through January 31, 2017.
SF IV Bridge asserts a perfected first priority liens in and to the
prepetition collateral, which includes rents and fixture generated
from the Debtor's Ridgeville Plaza Property as well as real
property owned by BAIA, LLC, to secure payment of the Debtor and
BAIA, LLC's prepetition indebtedness to SF IV Bridge.
As of the Petition Date, SF IV Bridge asserts a secured claim
against the Debtor and BAIA, LLC in the amount of approximately
$15,051,233, in relation various loan documents, including a
promissory note and loan agreement in the original principal amount
of $12,800,000.
The Debtor asserts that its rents, accounts and right to receive
payments from its tenants is property of its estate and constitutes
cash collateral. The Debtor further asserts that in order for the
Debtor to operate its business, meet its obligations and preserve
its property, and in order to avoid irreparable harm to the
bankruptcy estate, it is necessary for the Debtor to use its rents
and accounts to pay its ordinary and necessary expenses as set
forth in its proposed budget.
The Debtor's proposed preliminary budget reflects total master CAM
expense of $9,578 per month for the period from January through
February 2017, and total building expenses of $6,540 for the month
of January 2017 and $3,605 for the month of February 2017.
The Debtor proposes to grant SF IV Bridge with adequate protection,
retroactive to the Petition Date, of its interest in the
Prepetition Collateral, including the cash collateral in an amount
equal to the aggregate diminution in value, if any, of such
interests arising from the Debtor's use of cash collateral. The
Debtor also proposes to grant SF IV Bridge a replacement lien on
the same assets and in the same priority of its Prepetition Liens.
The Debtor further proposes to provide monthly operating reports
required by the Office of the U.S. Trustee, as well as such other
periodic financial information that SF IV Bridge may reasonably
request of the Debtor.
A full-text copy of the Debtor's Motion, dated January 1, 2017, is
available at https://is.gd/AnySQa
A full-text copy of the Debtor's Preliminary Budget, dated January
1, 2017. is available at https://is.gd/TZzye2
About Ridgeville Plaza, Inc.
Ridgeville Plaza, Inc. is a corporation formed in 1998 with
principal place of business located in Carroll County, MD. The
Debtor owns, leases and manages commercial real property located
206, 208 and 210 E. Ridgeville Boulevard, Mt. Airy, MD 21771.
Ridgeville Plaza, Inc. filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-26944), on December 30, 2016. The Petition was signed
by Frank Illiano, president. The case is assigned to Judge David
E. Rice. The Debtor is represented by James Greenan, Esq. at
McNamee, Hosea, et al. At the time of filing, the Debtor estimated
assets at $0 to $50,000 and liabilities at $10 million to $50
million.
RUE21 INC: Bank Debt Trades at 61.58% Off
-----------------------------------------
Participations in a syndicated loan under rue21 Inc. is a borrower
traded in the secondary market at 38.42 cents-on-the-dollar during
the week ended Friday, December 30, 2016, according to data
compiled by LSTA/Thomson Reuters MTM Pricing. This represents a
decrease of 0.17 percentage points from the previous week. Rue21
Inc. pays 475 basis points above LIBOR to borrow under the $544
million facility. The bank loan matures on Sept. 30, 2020 and
carries Moody's B3 rating and Standard & Poor's CCC rating. The
loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended December 30.
SAMSON RESOURCES: Unsecureds To Recoup Up to 30.9% Under Plan
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Samson Resources
Corporation, et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a specific disclosure statement dated Dec. 28,
2016, for the second amended joint Chapter 11 plan for the
Debtors.
Holders of Class 5 General Unsecured Claims estimated at $2.4
billion are expected to recover between 4.6% and 30.9%.
On the Distribution Date, or as soon thereafter as is reasonably
practicable, each holder of an Allowed General Unsecured Claim will
receive a cash payment in an amount equal to its pro rata share of
cash from the proceeds of any unencumbered assets that are then
available for distribution as determined by a plan administrator;
provided, that if the acceptance event occurs, each holder of an
Allowed General Unsecured Claim will receive its pro rata share of
the general unsecured consensual treatment.
If the Acceptance Event occurs, the following will occur on the
Effective Date, in full satisfaction of all First Lien Secured
Claims, and in full settlement of all claims, defenses, offsets,
and reductions against such Claims (the 'First Lien Consensual
Treatment'): a) the First Lien Secured Claims shall be Allowed in
the aggregate amount of $945,145,541.74 million, not subject to any
counterclaim, defense, offset, or reduction of any kind….The
Second Lien Secured Claims shall be Allowed in the aggregate amount
of $1,011,527,778, not subject to any counterclaim, defense,
offset, or reduction of any kind, all of which shall be waived and
released. Each holder of an Allowed General Unsecured Claim
(provided, that, at the election of the Committee, all Sponsor
Management Fee Claims shall either be (i) waived and released, or
(ii) allowed as Class 5 General Unsecured Claims and assigned to
the Settlement Trust for the benefit of all other Allowed General
Unsecured Claims) shall receive its Pro Rata Share of $168.5
million in Cash from the Settlement Trust, provided, that if (and
only if) (i) the Effective Date occurs prior to April 30, 2017, and
(ii) as of the Effective Date, the proceeds from the sale of
Non-Cash Assets that are Unencumbered Assets (excluding the Bidding
Procedures Assets) is less than $15 million, then in that event (A)
the Cash available for distribution on the Effective Date shall be
reduced by the amount of such shortfall, (B) a letter of credit in
the amount of such shortfall shall be issued for the benefit of the
Settlement Trust under the Exit Facility, and (iii) on April 30,
2017, unless the full amount of such shortfall otherwise has been
paid to the Settlement Trust, any remaining shortfall shall be
drawn on the letter of credit.
Cash will be used to fund distributions to holders of Allowed
Administrative Expenses, Allowed Priority Tax Claims, Allowed
Secured Claims, and Allowed Other Priority Claims in accordance
with the terms of the Committee's Plan, provided, that the Debtors'
estates' right to surcharge collateral pursuant to Section 506(c)
of the U.S. Bankruptcy Code will be enforced, to the extent
permissible, against encumbered cash and will be an additional
source of funding distributions under the Committee's Plan as
determined by the Bankruptcy Court.
The First Lien Secured Parties have not consented to any surcharges
against their collateral. Other than with respect to the Debtors'
fourth quarter 2016 performance award program, the Second Lien
Secured Parties have not consented to any surcharges against their
collateral. Therefore, this issue may need to be adjudicated at
the plan confirmation hearing.
Asset sale proceeds will be used to fund distributions on the
Effective Date, or as soon thereafter as is reasonably practicable,
to holders of Allowed Administrative Expenses, Allowed Priority Tax
Claims, Allowed Secured Claims, Allowed Other Priority Claims, and
Allowed General Unsecured Claims in accordance with the terms of
the Committee's Plan; provided, that the Surcharge Right will be
enforced, to the extent permissible, against encumbered cash and
will be an additional source of funding distributions under the
Committee's Plan as determined by the Court.
After the Effective Date, the Plan Administrator will use
encumbered cash to make distributions to (i) holders of Allowed
First Lien Secured Claims, and (ii) after the payment in full of
Allowed First Lien Secured Claims as provided in the Committee's
Plan, holders of Allowed Second Lien Secured Claims.
Unencumbered Assets will be used to fund distributions to holders
of Allowed General Unsecured Claims.
On the Effective Date, the Debtors' existing commodity hedging
agreements with the Hedge Banks will be monetized and, to the
extent agreements are collateral, placed in the Encumbered cash
account.
On and after the Effective Date, the Plan Administrator will
commence any causes of action, including avoidance actions, in its
sole discretion. The proceeds of causes of action, whether by
settlement or litigation, that are not collateral will be
distributed to holders of Allowed General Unsecured Claims.
If the acceptance event occurs, then the First Lien Consensual
Treatment, the Second Lien Consensual Treatment, and the General
Unsecured Consensual Treatment, respectively, each of which is a
compromise and settlement under Bankruptcy Rule 9019, will provide
for distributions to holders of allowed claims.
The Disclosure Statement is available at:
http://bankrupt.com/misc/deb15-11934-1813.pdf
As reported by the Troubled Company Reporter on Dec. 23, 2016, the
Committee filed with the Court a joint disclosure statement for the
Debtors' third amended joint Chapter 11 plan of reorganization,
which stated that Class 5 General Unsecured Claims are impaired
under the Plan. The holders were expected to recover 4.7% to
5.3%.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook, the executive vice president and CFO,
signed the petition. The Debtors estimated assets and liabilities
Of more than $1 billion.
Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment
banker. Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their chapter 11 plan. Samson sought an extension
of its exclusivity period by another six months through March
2017.
The Debtors have filed a plan of reorganization. The Creditors'
Committee has filed a competing plan of liquidation.
SEARS HOLDINGS: Affiliates of Ed Lampert's ESL Extends $500M Loan
-----------------------------------------------------------------
Sears Holdings Corporation on Wednesday said that certain of its
subsidiaries as Borrowers have entered into a $500 million
committed secured loan facility maturing in July 2020. Sears said
$321 million was funded under the Loan Facility today and up to an
additional $179 million may be drawn by the Borrowers in the
future.
The borrowing entities are Sears, Roebuck and Co., Kmart Stores of
Illinois LLC, Kmart of Washington LLC and Kmart Corporation, which
are wholly-owned and controlled, directly or indirectly by the
Company.
The lenders are JPP, LLC and JPP II, LLC. Edward S. Lampert,
Sears' Chief Executive Officer and Chairman, is the sole
stockholder, chief executive officer and director of ESL
Investments, Inc., which controls JPP, LLC and JPP II, LLC.
A copy of the Loan Agreement is available at https://is.gd/UJrZfo
The terms of the Loan Facility were approved by the Related Party
Transactions Subcommittee of the Board of Directors of the Company,
with advice from Centerview Partners and Weil Gotshal & Manges, the
Subcommittee's outside financial and legal advisors.
Sears said $321 million was funded under the Loan Facility on
January 3, 2017, and, subject to the satisfaction of certain
conditions, including pledging additional properties as collateral,
up to an additional $179 million may be drawn by the Company prior
to July 3, 2017. The Loan Facility matures on July 20, 2020.
The Loan Facility will have an annual base interest rate of 8%,
with accrued interest payable monthly during the term of the Loan
Facility. The Borrowers paid an upfront commitment fee equal to
1.0% of the full principal amount of the Loan Facility and also are
required to pay a funding fee equal to 1.0% of the amounts drawn
under the Loan Facility at the time such amounts are drawn.
The Loan Facility is guaranteed by the Company, is currently
secured by a first priority lien on 46 real properties owned by the
Borrowers, and is required to be secured by additional real
properties if the remaining $179 million loan commitment is drawn.
In certain circumstances, the Lenders and the Borrowers may elect
to substitute one or more properties as collateral. To the extent
permitted under other debt of the Company or its affiliates, the
Loan Facility may be prepaid at any time in whole or in part,
without penalty or premium. The Borrowers are required to apply the
net proceeds of the sale of any real property collateral for the
Loan Facility to repay the loan.
The Loan Facility is intended to provide the Company with
additional liquidity to fund its operations while it initiates a
process to market and sell a portfolio of its real estate assets,
the proceeds of which would primarily be used to repay outstanding
indebtedness.
The Loan Facility includes certain representations and warranties,
indemnities and covenants, including with respect to the condition
and maintenance of the real property collateral. The Loan Facility
has certain events of default, including (subject to certain
materiality thresholds and grace periods) payment default, failure
to comply with covenants, material inaccuracy of representation or
warranty, and bankruptcy or insolvency proceedings. If there is an
event of default, the Lenders may declare all or any portion of the
outstanding indebtedness to be immediately due and payable,
exercise any rights they might have under any of the Loan Facility
documents (including against the collateral), and require the
Borrowers to pay a default interest rate equal to the greater of
(i) 2.5% in excess of the base interest rate and (ii) the prime
rate plus 1%.
"This Loan Facility will provide Sears Holdings with additional
financial flexibility and support our operations as we meet all of
our financial obligations," said Jason M. Hollar, Sears Holdings'
chief financial officer.
This new financing is on top of a standby letter of credit facility
announced on Dec. 29. As reported by the Troubled Company
Reporter, Sears said it has obtained a secured standby letter of
credit facility which provides the Company with additional
liquidity to fund its operations. The LC Facility will allow the
Company to request standby letters of credit in an initial amount
of up to $200 million and may be expanded at the request of the
Company and with the consent of the lenders under the facility by
up to an additional $300 million. The LC Facility is being
provided by JPP, LLC and JPP II, LLC, which are affiliates of ESL
Investments, Inc., with Citibank, N.A. serving as administrative
agent and issuing bank.
In a Schedule 13D filing with the Securities and Exchange
Commission on Jan. 3, ESL Partners, L.P. reported that the firm and
its affiliates may be deemed to beneficially own 64,374,025 shares
or roughly 57.6% of Sears' common stock.
ESL is represented by:
Janice V. Sharry, Esq.
Haynes and Boone, LLP
Victory Avenue, Suite 700
Dallas, TX 75219
Tel: (214) 651-5000
About Sears
Hoffman Estates, Illinois-based Sears Holdings Corporation (NASDAQ:
SHLD) is the parent company of Kmart Holding Corporation and Sears,
Roebuck and Co. Holdings was formed as a Delaware corporation in
2004 in connection with the merger of Kmart and Sears on March 24,
2005.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
As of Oct. 29, 2016, Holdings had $10.86 billion in total assets,
$14.24 billion in total liabilities and a total deficit of $3.37
billion.
For the fiscal quarter ended Oct. 29, 2016, Sears said in a
regulatory filing that it had 1,503 full-line and specialty retail
stores in the United States, operating through Kmart and Sears. On
Jan. 5, 2017, Sears announced plans to close 150 non-profitable
stores, comprised of 108 Kmart and 42 Sears stores, to stem
losses.
* * *
In September 2016, Moody's Investors Service downgraded Sears
Holdings' Speculative Grade Liquidity rating to 'SGL-3' from
'SGL-2' and retained other ratings, including the company's 'Caa1'
Corporate Family rating.
"The SGL-3 rating reflects our view that Sears will continue to
rely on external financing and the monetization of its alternative
assets to fund its operating losses" stated Moody's Vice
President, Christina Boni. "We recognize the risks associated
with
relying on these sources and continued shareholder support to
finance its negative operating cash flow which is estimated by
Moody's to be approximately $1.5 billion this year."
In March 2016, Fitch Ratings said it will retain Sears' long term
issuer default rating at 'CC'.
The TCR reported on Dec. 19, 2016, that S&P Global Ratings
affirmed
its ratings, including the 'CCC+' corporate credit rating, on
Sears
Holdings Corp. "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded
borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
SEARS HOLDINGS: Stanley Black & Decker Buys Craftsman for $900M
---------------------------------------------------------------
Stanley Black & Decker (NYSE: SWK), an S&P 500 global diversified
industrial company based in New Britain, Connecticut, and Sears
Holdings Corporation (NASDAQ: SHLD), on Thursday said they have
entered into a definitive agreement under which Stanley Black &
Decker will purchase the Craftsman brand from Sears Holdings.
The transaction provides Stanley Black & Decker with the rights to
develop, manufacture and sell Craftsman-branded products in
non-Sears Holdings retail, industrial and online sales channels
across the U.S. and in other countries.
As part of the agreement, Sears Holdings will continue to offer
Craftsman-branded products, sourced from existing suppliers,
through its current retail channels via a perpetual license from
Stanley Black& Decker, which will be royalty-free for the first 15
years after closing and royalty-bearing thereafter.
As of Jan. 5, only approximately 10% of Craftsman-branded products
are sold outside of Sears Holdings and the agreement will enable
Stanley Black & Decker to significantly increase Craftsman sales in
these untapped channels.
"Craftsman is a legendary, American brand with tremendous consumer
awareness built on a legacy of producing quality products at a
great value," said Stanley Black& Decker President and CEO James M.
Loree. "This agreement represents a significant opportunity to grow
the market by increasing the availability of Craftsman products to
consumers in previously underpenetrated channels. We intend to
invest in the brand and rapidly increase sales through these new
channels, including retail, industrial, mobile and online. To
accommodate the future growth of Craftsman, we intend to expand our
manufacturing footprint in the U.S. This will add jobs in the
U.S., where we have increased our manufacturing headcount by 40% in
the past three years.
"As we continue our growth trajectory as a diversified industrial
company, we continue to look at opportunities to build upon our
world-class portfolio of franchises and brands to create
shareholder value. This transaction, which aligns squarely with
this strategy, also reflects an effective allocation of capital
particularly when viewed in the context of the recently announced
Mechanical Security sale. We've essentially freed up capital
trapped in a low-growth business to invest in organic growth and
EPS accretion," added Loree.
Sears Holdings' Chairman and Chief Executive Officer Edward S.
Lampert stated, "We are pleased to reach this agreement, after
determining that externalizing the Craftsman brand would accomplish
our goals of driving value for Sears Holdings and positioning
Craftsman for future growth. This transaction represents a
significant step in our ongoing transformation to a membership
focused business model. Craftsman has a storied history as an
iconic American brand and in Stanley Black& Decker we have found a
great owner that is committed to expanding Craftsman and helping it
to reach its potential outside of its current channels. It's
important for our members to know that we will continue to sell
Craftsman in-store and online at Kmart and Sears, and Sears
Hometown, and the structure of the transaction will provide Sears
Holdings with a significant upfront payment, another payment in
three years and an opportunity to participate in the growth of the
Craftsman brand in both our stores and at other retailers selected
and managed by Stanley Black& Decker. Looking ahead, we will
continue to take actions to adjust our capital structure, meet our
financial obligations and manage our business to better position
Sears Holdings to create long-term value by focusing on our best
members, our best stores and our best categories."
Transaction Terms
Stanley Black & Decker will pay Sears Holdings $525 million at
closing, $250 million at end of year three, and annual payments on
new Stanley Black& Decker Craftsman sales through year 15 (2.5%
through 2020, 3% through January 2023, and 3.5% thereafter). The
net present value of all these cash payments is approximately $900
million. The license granted to Sears Holdings will be
royalty-free for 15 years, then 3% thereafter.
Existing sales of Craftsman products outside the Sears Holdings and
Sears Hometown distribution channels, which will be assumed
immediately upon closing by Stanley Black& Decker, were
approximately $200 million over the last 12 months. The company
expects the sale of Craftsman branded products to contribute
approximately $100 million of average annual revenue growth for
approximately the next ten years. The transaction is expected to
be accretive to earnings by approximately $0.10-$0.15 per share in
year one, increasing to approximately $0.35-$0.45 by year five and
to approximately $0.70-$0.80 by year ten, excluding approximately
$20 million of deal-related costs.
The transaction, which was approved by the Boards of Directors of
both companies, is expected to close during 2017, subject to
customary closing conditions and regulatory approvals.
Stanley Black& Decker, an S&P 500 company, is a diversified global
provider of hand tools, power tools and related accessories,
mechanical access solutions and electronic security solutions,
healthcare solutions, engineered fastening systems, and more. On
the Web: http://www.stanleyblackanddecker.com/
Stanley Black & Decker Contacts:
Investor Contacts:
Greg Waybright
Vice President, Investor Relations
E-mail: greg.waybright@sbdinc.com
Tel: (860) 827-3833
Michelle Hards
Director, Investor Relations
E-mail: michelle.hards@sbdinc.com
Tel: (860) 827-3913
Media Contacts:
Shannon Lapierre
Vice President, Communications/Public Relations
E-mail: shannon.lapierre@sbdinc.com
Tel: (860) 827-3575
Tim Perra
Vice President, Communications
E-mail: tim.perra@sbdinc.com
Tel: (860) 826-3260
Sears Holdings Contact:
Howard Riefs
Director, Corporate Communications
Tel: (847) 286-8371
About Sears
Hoffman Estates, Illinois-based Sears Holdings Corporation (NASDAQ:
SHLD) is the parent company of Kmart Holding Corporation and Sears,
Roebuck and Co. Holdings was formed as a Delaware corporation in
2004 in connection with the merger of Kmart and Sears on March 24,
2005.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
As of Oct. 29, 2016, Holdings had $10.86 billion in total assets,
$14.24 billion in total liabilities and a total deficit of $3.37
billion.
For the fiscal quarter ended Oct. 29, 2016, Sears said in a
regulatory filing that it had 1,503 full-line and specialty retail
stores in the United States, operating through Kmart and Sears. On
Jan. 5, 2017, Sears announced plans to close 150 non-profitable
stores, comprised of 108 Kmart and 42 Sears stores, to stem
losses.
* * *
In September 2016, Moody's Investors Service downgraded Sears
Holdings' Speculative Grade Liquidity rating to 'SGL-3' from
'SGL-2' and retained other ratings, including the company's 'Caa1'
Corporate Family rating.
"The SGL-3 rating reflects our view that Sears will continue to
rely on external financing and the monetization of its alternative
assets to fund its operating losses" stated Moody's Vice
President, Christina Boni. "We recognize the risks associated
with
relying on these sources and continued shareholder support to
finance its negative operating cash flow which is estimated by
Moody's to be approximately $1.5 billion this year."
In March 2016, Fitch Ratings said it will retain Sears' long term
issuer default rating at 'CC'.
The TCR reported on Dec. 19, 2016, that S&P Global Ratings
affirmed
its ratings, including the 'CCC+' corporate credit rating, on
Sears
Holdings Corp. "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded
borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
SEARS HOLDINGS: To Close 108 Kmart and 42 Sears Stores
------------------------------------------------------
Sears Holdings Corporation on Thursday announced a series of
additional strategic actions to increase its financial flexibility
and improve long-term operating performance. These actions will
facilitate the transformation of Sears from a store-based,
asset-intensive business model into a membership-focused,
asset-light business model.
As such, the Board of Directors has determined to:
-- Close an additional 150 non-profitable stores, comprised of
108 Kmart and 42 Sears stores, to stem losses;
-- Enter into an agreement to sell the Craftsman business for
a cumulative $775 million, together with use of a perpetual license
for the Craftsman brand, royalty free for 15 years, and a 15-year
royalty stream on all third-party Craftsman sales to new
customers;
-- Generate up to $1 billion in liquidity through both a newly
entered $500 million real estate backed loan, secured by real
estate properties valued at over $800 million; and a previously
announced standby letter of credit facility of up to $500 million
from certain affiliates of ESL Investments, Inc., issued by
Citibank, N.A., each subject to the terms thereof;
-- Market certain properties within the company's real estate
portfolio to further unlock value and increase liquidity.
"We are taking strong, decisive actions today to stabilize the
company and improve our financial flexibility in what remains a
challenging retail environment," said Edward S. Lampert, Chairman &
CEO of Sears Holdings. "We are committed to improving short-term
operating performance in order to achieve our long-term
transformation."
"Going forward, Sears will be more focused on our Shop Your Way
membership platform, a network with tens of millions of active
members, and our Integrated Retail strategy in order to be a more
nimble, innovative and relevant retailer that is better able to
provide value and convenience to our customers. We are confident
that concentrating on these key initiatives will lay the foundation
for growth over the long-term," Mr. Lampert continued.
STORE CLOSURES
Over the last two weeks Sears has announced the closing of
non-profitable stores, comprising 108 Kmart and 42 Sears stores.
The list of store locations impacted can be viewed at
http://searsholdings.com/docs/010417_store_closing_list.pdf.
While these stores collectively generated about $1.2 billion in
sales over the past 12 months, they generated an Adjusted EBITDA
loss of approximately $60 million over that same period. Sears
expects to generate a significant amount of cash from the
liquidation of the inventory and related assets of these stores.
"The decision to close stores is a difficult but necessary step as
we take actions to strengthen the Company's operations and fund its
transformation. Many of these stores have struggled with their
financial performance for years and we have kept them open to
maintain local jobs and in the hope that they would turn around.
But in order to meet our objective of returning to profitability,
we have to make tough decisions and will continue to do so, which
will give our better performing stores a chance at success," Mr.
Lampert said.
For the fiscal quarter ended Oct. 29, 2016, Sears said in a
regulatory filing that it had 1,503 full-line and specialty retail
stores in the United States, operating through Kmart and Sears.
CRAFTSMAN TRANSACTION
The company has entered into an agreement to sell its Craftsman
business for $525 million at closing, $250 million in three years,
together with use of a perpetual license for the Craftsman brand,
royalty free for 15 years, and a 15-year royalty stream on all
third-party Craftsman sales to new customers that could yield
several hundred million dollars more over time.
"We are pleased to announce our agreement to restructure the
ownership of our Craftsman brand, which will allow us to both
realize value and participate in the expansion of its distribution
and service offerings," Mr. Lampert said.
INCREASED LIQUIDITY
As announced on December 29, 2016, Sears Holdings has obtained a
secured standby letter of credit facility from certain affiliates
of ESL Investments, Inc., issued by Citibank, N.A., of up to $500
million. In addition, Sears has entered a $500 million real estate
backed loan, secured by real estate properties valued at over $800
million, against which an initial draw of approximately $320
million has been made. These actions will provide additional
liquidity and flexibility as Sears works to close the asset sales
previously referenced.
Further, the Company's Board of Directors has established a Special
Committee to market certain real estate properties with the goal of
raising over $1 billion. Sears has already identified diverse
transaction opportunities to further unlock value and increase
liquidity and expect the Special Committee will engage external
advisors to help us market these properties over the next several
months. Sears has executed several different forms of real estate
monetization in the past and expect these structures could be among
the options evaluated by the Special Committee in connection with
this initiative.
Q4 BUSINESS UPDATE
Sales have continued to be challenging during the quarter to date.
Same store sales at Sears and Kmart for the first two months of Q4
have declined in the range of 12-13%. Sears has continued to
manage inventory and costs closely and our current quarter to date
Adjusted EBITDA performance is largely in line with last year,
despite the sales declines.
Sears' Home Services business continues to improve and the Company
believes it is positioned to be a pillar of growth going forward.
Sears says it is continuing to explore ways to maximize the value
of its Home Services and Sears Auto Centers businesses as well as
its Kenmore and Die Hard brands through partnerships or other means
of externalization.
* * *
Lauren Coleman-Lochner and Rick Clough, writing for Bloomberg News,
reported that Christina Boni, an analyst at Moody's Investors
Service, has estimated that Sears needs to raise a total of roughly
$1.5 billion to make it through 2017 comfortably.
They also reported that Matt McGinley, an analyst at Evercore ISI,
said Sears could use the proceeds from the Craftsman divestiture to
help defray its pension obligation, which is underfunded by about
$2 billion. Mr. McGinley noted that in the long run, the cash
isn't likely to change the company's course.
"I don't think there is any viable path to any sort of
profitability," McGinley said, according to the report.
About Sears
Hoffman Estates, Illinois-based Sears Holdings Corporation (NASDAQ:
SHLD) is the parent company of Kmart Holding Corporation and Sears,
Roebuck and Co. Holdings was formed as a Delaware corporation in
2004 in connection with the merger of Kmart and Sears on March 24,
2005.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
As of Oct. 29, 2016, Holdings had $10.86 billion in total assets,
$14.24 billion in total liabilities and a total deficit of $3.37
billion.
For the fiscal quarter ended Oct. 29, 2016, Sears said in a
regulatory filing that it had 1,503 full-line and specialty retail
stores in the United States, operating through Kmart and Sears. On
Jan. 5, 2017, Sears announced plans to close 150 non-profitable
stores, comprised of 108 Kmart and 42 Sears stores, to stem
losses.
* * *
In September 2016, Moody's Investors Service downgraded Sears
Holdings' Speculative Grade Liquidity rating to 'SGL-3' from
'SGL-2' and retained other ratings, including the company's 'Caa1'
Corporate Family rating.
"The SGL-3 rating reflects our view that Sears will continue to
rely on external financing and the monetization of its alternative
assets to fund its operating losses" stated Moody's Vice
President, Christina Boni. "We recognize the risks associated
with
relying on these sources and continued shareholder support to
finance its negative operating cash flow which is estimated by
Moody's to be approximately $1.5 billion this year."
In March 2016, Fitch Ratings said it will retain Sears' long term
issuer default rating at 'CC'.
The TCR reported on Dec. 19, 2016, that S&P Global Ratings
affirmed
its ratings, including the 'CCC+' corporate credit rating, on
Sears
Holdings Corp. "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded
borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
SESAC HOLDCO II: Blackstone Sale No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said SESAC Holdco II LLC's B3 Corporate
Family Rating (CFR), existing debt ratings and stable outlook are
not impacted by today's announcement that the company will be
acquired by Blackstone from Rizvi Traverse Management.
SESAC Holdco II LLC is a full-service Performing Rights
Organization (PRO) that represents over 30,000 songwriters, music
publishers and other creators of music.
SFL PROPERTY: Seeks to Hire Mancuso Law as Legal Counsel
--------------------------------------------------------
SFL Property Holding LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Mancuso Law P.A. to give legal advice
regarding its duties under the Bankruptcy Code, negotiate with
creditors in the preparation of a bankruptcy plan, and provide
other legal services.
Nathan Mancuso, Esq., disclosed in a court filing that he and his
firm do not hold or represent any interest adverse to Debtor's
bankruptcy estate.
The firm can be reached through:
Nathan G. Mancuso, Esq.
Mancuso Law P.A.
Boca Raton Corporate Centre
7777 Glades Road, Suite 100
Boca Raton, FL 33434
Phone: 561-245-4705
About SFL Property Holding
SFL Property Holding LLC filed a voluntary petition for relief
under Chapter 7 of the Bankruptcy Code on November 9, 2016. The
case was converted to a Chapter 11 case (Bankr. S.D. Fla. Case No.
16-25092) on December 16, 2016.
SILVER CREEK: Seeks Authority to Use Bank of DeSoto Cash Collateral
-------------------------------------------------------------------
Silver Creek Investments, LLC requests authority from the U.S.
Bankruptcy Court for the Northern District of Texas to use Bank of
DeSoto's cash collateral.
The Debtor proposes to use Cash Collateral to pay expenses incurred
in its reorganization and restructuring efforts, as well as in its
operations for the preservation of the value of its prepetition
collateral and unencumbered assets, and expenses of case
administration, including, without limitation, labor and benefits,
rent, utilities, taxes and other ordinary course operating
expenses, and fees and expenses incurred by professionals employed
by Debtor, and all statutory fees assessed by or payable to the
U.S. Trustee or the Court.
The Debtor's proposed monthly Budget projects the Debtor's cash
receipts at $32,000 and expenditures at $28,694, and lists
reasonable and necessary business expenses, including a mortgage
payment of $20,250 due to Bank of DeSoto.
The Debtor operates a retail shopping center in Dallas, Texas
commonly known as Glendale Shopping Center. Bank of DeSoto holds a
security interest in the Property and any proceeds, and the Debtor
believes that as of the Petition Date, the unpaid secured claims
owed to Bank of DeSoto totaled approximately $45,000.
Accordingly, the Debtor proposes to provide the Bank of DeSoto
these forms of adequate protection:
A. Reporting: During the Usage Period and until a
Termination Event, the Debtor will provide Monthly Operating
Reports to the Bank of DeSoto, which provides a statement of
monthly income and expenses.
B. Segregation: The Debtor will segregate Cash Collateral
from all other unencumbered funds, if any, and ensure that all
post-petition collections generated from the Prepetition Collateral
likewise be segregated as Cash Collateral for use in Debtor's
operations pursuant to the Interim Budget; and
C. Maintenance: The Debtor will maintain adequate insurance
coverage in relation to the Prepetition Collateral and timely pay
all post-petition taxes assessed due in relation to the Prepetition
Collateral in the ordinary course of Debtor's business, keeping the
properties free of liens and therefore ready to be assigned.
The Debtor asserts that the value of the Prepetition collateral
far exceeds the amount owed to Bank of DeSoto according to a recent
appraisal update obtained by Debtor. The Debtor further asserts
that the current fair market value of the property is approximately
$2.6 million, while the amount owed to Bank of DeSoto is $1.8
million, which provides an equity cushion of approximately
$600,000.
The Debtor stipulates that its authority to use Cash Collateral
will terminate upon the earliest of the following:
(a) the end of the Usage Period;
(b) the Court's entry of an order finding a violation of, or
a default under, the Court's order authorizing use of Cash
Collateral or other related orders;
(c) the Court's entry of an order converting the Bankruptcy
Case to proceedings under Chapter 7 of the Bankruptcy Code; or
(d) the Court's entry of an order dismissing the Bankruptcy
Case.
A full-text copy of the Debtor's Motion, dated December 22, 2016,
is available at https://is.gd/lVh0oe
About Silver Creek Investments
Silver Creek Investments, LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 16-34633), on December 3, 2016. The Petition
was signed by Alfred Herron, managing member. The case is assigned
to Judge Barbara J. Houser. The Debtor is represented by Marilyn
D. Garner, Esq. at the Law Office of Marilyn D. Garner, PLLC. At
the time of filing, the Debtor had both assets and liabilities
estimated at $1 million to $10 million each.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb16-34633.pdf
SKYPEOPLE FRUIT: Request to Remain Listed on Nasdaq Granted
-----------------------------------------------------------
SkyPeople Fruit Juice, Inc., a producer of fruit juice
concentrates, fruit juice beverages and other fruit-related
products, on Jan. 3, 2016, disclosed that the Nasdaq Hearings Panel
(the "Panel") has granted SkyPeople's request to remain listed on
The Nasdaq Stock Market subject to certain conditions.
These conditions are that on or before Jan. 30, 2017, the Company
shall inform the Panel that it is current in its periodic filings
with the Securities and Exchange Commission (the "SEC"). Further,
the Company must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq Stock Market. In
the event the Company is unable to do so, its securities may be
delisted from The Nasdaq Stock Market. The Company is also
required during the current exception period up until January 30,
2017 to provide prompt notification of any significant event which
includes, but is not limited to, any event that may call into
question the Company's historical financial information or that may
impact the Company's ability to maintain compliance with any Nasdaq
listing requirement or exception deadline.
On December 15, 2016, the Company had a hearing before the Panel to
appeal the delisting determination from the Staff of the Listing
Qualifications Department of Nasdaq (the "Nasdaq Staff"). The
hearing was a result of delisting determination letters from Nasdaq
Staff notifying the Company that it had not filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2015 and its
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2016, June 30, 2016 and September 30, 2016, and so its securities
were subject to delisting.
The Company has now filed both its Annual Report on Form 10-K for
the fiscal year ended December 31, 2015 and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2016 with the SEC.
The Company believes that it will be able to file its Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2016 and
September 30, 2016, respectively, by January 30, 2017, the date by
which the Panel has indicated that the Company must be current in
its periodic filings with the SEC.
"We are pleased with the decision of the hearing panel and are
confident that we will be able to file our quarterly reports with
the SEC by the time indicated by the Panel," said Mr. Hongke Xue,
Chief Executive Officer of SkyPeople. "We remain focused on our
operations and strategic growth plans and are appreciative of the
support that our shareholders have shown us as we become current
with our filings."
About SkyPeople Fruit Juice, Inc.
SkyPeople Fruit Juice, Inc. (NASDAQ: SPU) --
http://www.skypeoplefruitjuice.com/-- a Florida company, through
its wholly-owned subsidiary Pacific Industry Holding Group Co.,
Ltd. ("Pacific"), a Vanuatu company, and SkyPeople Juice
International Holding (HK) Ltd., a company organized under the laws
of Hong Kong Special Administrative Region of the People's Republic
of China and a wholly owned subsidiary of Pacific, holds 73.42%
ownership interest in SkyPeople Juice Group Co., Ltd. ("SkyPeople
(China)") and 100% ownership interest in SkyPeople Foods (China)
Co., Ltd. ("SkyPeople Foods China"). SkyPeople (China) and
("SkyPeople Foods China"), together with their operating
subsidiaries in China, are engaged in the production and sales of
fruit juice concentrates, fruit beverages, and other fruit related
products in the PRC and overseas markets. The Company's fruit
juice concentrates are sold to domestic customers and exported
directly or via distributors. Fruit juice concentrates are used as
a basic ingredient component in the food industry. Its brands,
"Hedetang" and "SkyPeople," which are registered trademarks in the
PRC, are positioned as high quality, healthy and nutritious end-use
juice beverages.
SOUTHCROSS ENERGY: Obtains Default Waivers from Wells Fargo, et al.
-------------------------------------------------------------------
Southcross Energy Partners, L.P., entered into a limited waiver
agreement and fifth amendment to the Third Amended and Restated
Revolving Credit Agreement with Wells Fargo Bank, N.A., UBS
Securities LLC and Barclays Bank PLC and a syndicate of lenders.
Pursuant to the Amendment, the Company received a full waiver for
all defaults or events of default arising out of its failure to
comply with the financial covenant to maintain a Consolidated Total
Leverage Ratio less than 5.00 to 1.00 for the quarter ended Sept.
30, 2016.
Under the Amendment, among other things, total aggregate
commitments under the Third A&R Revolving Credit Agreement were
reduced from $200 million to $145 million and the sublimit for
letters of credit was also reduced from $75 million to $50 million.
Total aggregate commitments will be further reduced to $140
million on Sept. 30, 2017, $135 million on Dec. 31, 2017, $125
million on March 31, 2018, $120 million on June 30, 2018, and $115
million on Dec. 31, 2018, and will also be reduced in an amount
equal to the net proceeds of any Permitted Note Indebtedness (as
defined in the Amendment) the Company may incur in the future.
Borrowings under the Third A&R Revolving Credit Agreement will bear
interest at the London Interbank Offered Rate or a base rate plus
an Applicable Margin (as defined in the Amendment) that
cumulatively increases pursuant to the Amendment by (i) 125 basis
points if the Company's Consolidated Total Leverage Ratio is
greater than or equal to 5.00 to 1.00, plus (ii) 100 basis points
if the Company's Consolidated Total Leverage Ratio is greater than
or equal to 6.00 to 1.00, plus (iii) 100 basis points if the
Company's Consolidated Total Leverage Ratio is greater than or
equal to 7.00 to 1.00, plus (iv) 100 basis points if the Company's
Consolidated Total Leverage Ratio is greater than or equal to 8.00
to 1.00. At the Company's election, the 100 basis point increase
to the Applicable Margin upon its Consolidated Total Leverage Ratio
being greater than or equal to 8.00 to 1.00 may be replaced with a
150 basis point increase that is payable in kind.
The Amendment suspends the Consolidated Total Leverage Ratio (as
defined in the Amendment) and Consolidated Senior Secured Leverage
Ratio (as defined in the Amendment) financial covenants and reduces
the Consolidated Interest Coverage Ratio (as defined in the
Amendment) financial covenant requirement from 2.50 to 1.00 to 1.50
to 1.00 for all periods ending on or prior to Dec. 31, 2018. Prior
to the ratio compliance date, the Company will also be subject to
the following covenants and restrictions:
* the Company will be required to generate Consolidated EBITDA
(as defined in the Amendment) in certain minimum amounts
beginning with the quarter ending Dec. 31, 2016, and rolling
forward thereafter through the quarter ending Dec. 31, 2018;
* the Company will be required to maintain at least $3 million
of Liquidity (as defined in the Amendment) as of the last
business day of each calendar week; and
* the Company's capital expenditures for growth and maintenance
will be restricted and may not exceed certain amounts per
fiscal year.
Beginning with the fiscal quarter ending March 31, 2019, the
Company's Consolidated Total Leverage Ratio cannot exceed 5.00 to
1.00 and its Consolidated Senior Secured Leverage Ratio cannot
exceed 3.50 to 1.00.
Until such time as the Company's Consolidated Total Leverage Ratio
is less than 5.00 to 1.00, the Company will also be restricted from
making cash distributions to its unitholders and from entering into
acquisition or merger agreements with third-party businesses
involving a purchase price greater than $10 million, unless such
acquisition is funded entirely using the proceeds from the issuance
of equity. In addition, until such time as the Company's
Consolidated Total Leverage Ratio is less than or equal to 5.00 to
1.00, the Company will be required to repay any outstanding
borrowings under the Third A&R Revolving Credit Agreement in an
amount equal to 50% of the Company's Excess Cash Flow (as defined
in the Amendment).
Investment Agreement
On Dec. 29, 2016, in connection with the execution of the
Amendment, the Partnership entered into (a) an Investment Agreement
with Southcross Holdings LP, the owner of the Company's general
partner, and Wells Fargo Bank, N.A., (b) a Backstop Commitment
Letter with Holdings, Wells Fargo Bank, N.A. and the affiliated
entities of EIG Global Energy Partners, LLC and Tailwater Capital
LLC party thereto and (c) a First Amendment to Equity Cure
Contribution Agreement with Southcross Holdings. Pursuant to the
Equity Cure Contribution Amendment, on Dec. 29, 2016, Holdings
contributed $17 million to the Partnership in exchange for
approximately 11.5 million common units representing limited
partner interests in the Partnership. The proceeds of the $17
million contribution will be used to pay down the outstanding
balance under the Third A&R Revolving Credit Agreement and for
general corporate purposes.
In addition, pursuant to entering into the Investment Agreement,
the previous Equity Cure Contribution Agreement with Holdings
terminated and Holdings has agreed to contribute up to an
additional $15 million in the aggregate to the Partnership upon the
earlier to occur of Dec. 31, 2017, and notification from the
Partnership of an event of default under the Third A&R Revolving
Credit Agreement. In exchange for the amounts contributed pursuant
to the Investment Agreement upon a Partial Investment Trigger or
the Full Investment Trigger, the Partnership will issue to
Holdings, at Holdings' election, either (a) a number of Common
Units at an issue price equal to either (i) if the Common Units are
listed on a national stock exchange, 93% of the volume weighted
average price of such Common Units for the twenty day period
immediately preceding the date of the contribution or (ii) if the
Common Units are not listed on a national stock exchange, the fair
market value of such Common Units as reasonably agreed by the
Partnership and Holdings or (b) a senior unsecured note of the
Partnership in an initial face amount equal to the amount of the
contribution by Holdings. If Holdings elects to receive an
Investment Note in exchange for a contribution pursuant to the
Investment Agreement, such Investment Note will mature on or after
Nov. 5, 2019, and bear interest at a rate of 12.5% per annum
payable in-kind prior to Dec. 31, 2018, and in cash on or after
Dec. 31, 2018. The Investment Notes, if any, will be the unsecured
obligation of the Partnership subordinate in right of payment to
any of the Partnership's secured obligations under the Third A&R
Revolving Credit Agreement and will contain covenants and events of
default no more restrictive than those currently provided in the
Third A&R Revolving Credit Agreement.
Pursuant to the Backstop Agreement, if Holdings is unable to
satisfy its obligations under the Investment Agreement with cash on
hand upon the occurrence of a Partial Investment Trigger or a Full
Investment Trigger, the Sponsors have agreed to fund Holdings'
shortfall in providing the Committed Amount by contributing each
Sponsor's respective pro-rata portion of the shortfall to Holdings
or, at the election of each Sponsor, directly to the Company. As
consideration for any amounts contributed directly to the Company
by a Sponsor pursuant to the Backstop Agreement, the Company will
issue to such Sponsor the Common Units or Investment Note that
would have otherwise been issued to Holdings under the Investment
Agreement with respect to the amount contributed by the Sponsor.
About Southcross Energy Partners
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Southcross Energy reported a net loss attributable to partners of
$51.4 million on $698 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to partners of
$36.7 million on $849 million of total revenues for the year ended
Dec. 31, 2014.
As of Sept. 30, 2016, Southcross Energy had $1.19 billion in total
assets, $613.11 million in total liabilities and $583.94 million in
total partners' capital.
* * *
As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy's Corporate Family Rating to 'Caa1'
from 'B2'. "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.
SPARTAN SPECIALTY: Fund Recovery Seeks to Prohibit Cash Use
-----------------------------------------------------------
Fund Recovery Services, LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to prohibit Spartan Specialty Finance
I SPV, LLC from using property belonging to Fund Recovery or, in
the alternative, prohibit the Debtor's continued unauthorized use
of cash collateral and terminating the automatic stay.
Fund Recovery Services relates that pursuant to a certain Master
Consumer Loan Purchase Agreement, Argon X LLC agreed to purchase
consumer loans originated by Argon X's parent company, Argon Credit
LLC and Argon Credit's subsidiary entities, thereby acquiring the
exclusive right to all payments made on account of consumer loans
it acquired from Argon Credit or the Argon Credit Subsidiaries.
Fund Recovery Services further relates that Fintech Financial LLC
and Argon X had entered into a Loan and Security Agreement,
pursuant to which Fintech established a revolving credit facility
for Argon X in the original principal amount of up to $20 million,
and to secure repayment of the Revolving Loan Note, Argon X granted
Fintech a security interest in, and lien upon, all of Argon's
personal and real property. As of December 16, 2016 the balance
due from Argon to under the Revolving Loan Note is at least
$37,291,194.
Fund Recovery Services also relates that Fintech sold, transferred
and assigned to Princeton Alternative Income Fund LP all of its
right, title and interest in and to the Argon Loans, together with
and including all of Fintech's rights and remedies under the loan
documents and its interest in the Collateral, including the
Receivables and Collections of loans originated by Argon Credit and
the Argon Credit Subsidiaries.
Subsequently, Princeton assigned all of its right, title and
interest in any and all agreements between Princeton and Argon X,
including all right, title and interest in the loan documents and
the Collateral to Fund Recovery Services on December 7, 2016.
In order to secure Argon X's obligations under the loan documents,
all right, title and interest in the loans originated by Argon
Credit and the Argon Credit Subsidiaries, the Receivables, and the
Collections were previously pledged as collateral to Fund Recovery
Services.
Fund Recovery Services believes that the Debtor was formed for the
purpose of acquiring and servicing a portfolio of loans made by
third party marketplace lenders, and beginning in or about the
third quarter of 2015, the Debtor began purchasing loans from Argon
Credit, which loans comprise all or substantially all of the
Debtor's Portfolio. The Portfolio contains not less than 1,158
loans that had been financed by the Fund Recovery Services and in
which Fund Recovery Services holds a first priority security
interest.
Fund Recovery Services believes that the Debtor financed the
purchase of loans for the Portfolio, including loans originated by
Argon Credit and the Argon Credit Subsidiaries, by, among other
things, borrowing from Hamilton Funding I, L.P., and to secure its
indebtedness to Hamilton, the Debtor pledged the loans that it had
acquired from Argon Credit as collateral for the Hamilton
financing.
Fund Recovery Services asserts that Argon Credit and the Argon
Credit Subsidiaries had no authority to sell the loans to the
Debtor because the loans had already been pledged to Fund Recovery
Services, as it has a duly-perfected, first priority security
interest in and to the Receivables and Collections from the loans
originated by Argon Credit and the Argon Credit Subsidiaries.
Accordingly, any Collections from the Argon Credit loans that were
pledged to Fund Recovery Services are not property of the Debtor's
estate, since Fund Recovery Services has a duly-perfected first
priority security interest in the loans and the Collections.
Fund Recovery Services avers that the Debtor is not replacing the
cash collateral dollar for dollar, but is instead depleting the
cash collateral to its detriment, specifically, the Debtor has been
in bankruptcy for approximately six months and has continued to
collect the Receivables during that time. However, the Debtor has
failed to turn over those collected loan proceeds or otherwise make
any payment to Fund Recovery Services, notwithstanding Fund
Recovery Services's first priority interest in the Receivables and
Collections.
Accordingly, Fund Recovery Services's interests and rights are
being irreparably impaired as the loan proceeds will continue to be
used and eroded by Debtor, since it has failed to provide Fund
Recovery Services with adequate protection for the continued
post-petition use of the loan proceeds.
Fund Recovery Services, LLC is represented by:
Valerie A. Hamilton, Esq.
SILLS CUMMIS & GROSS, P.C.
600 College Road East
Princeton, NJ 17110
Telephone: (609) 227-4600
Email: vhamilton@sillscummis.com
About Spartan Specialty
Spartan Specialty Finance I SPV, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
16-22881) on June 29, 2016. The petition was signed by Barry
Kostiner, member. The case is assigned to Judge Robert D. Drain.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
The Debtor is represented by A. Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck P.C.
SPECTRUM HEALTHCARE: Can Continue Using Cash Collateral
-------------------------------------------------------
Judge James J. Tandredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Spectrum Healthcare, LLC and its
affiliated Debtors to use cash collateral.
The Secured Parties which have an interest in the cash collateral
are:
(a) MidCap Funding IV LLC, as assignee of MidCap Financial,
LLC. As of the Petition Date, the amount owing to MidCap Funding
was $4,073,230 for Spectrum Healthcare, Spectrum Hartford and
Spectrum Torrington and $2,211,198 for Spectrum Manchester, secured
by substantially all of the Spectrum Borrowers' assets, including
all accounts receivable, proceeds thereof and deposit accounts,
while Spectrum Derby was indebted to MidCap Financial in the
aggregate amount of $1,244,879, as of the Petition Date, secured by
substantially all assets of Spectrum Derby.
(b) CCP Finance I, LLC, as assignee of Nationwide Health
Properties, LLC, as Lender under the Nationwide Health Properties
Loan, CCP Park Place, 7541 LLC and CCP Torrington 7542 LLC, as
assignees of Nationwide Health Properties with respect to the
Nationwide Health Properties Lease. As of Petition Date, the
Debtors owed CCP Finance the sum of approximately $825,000, secured
by substantially all of the Spectrum Tenants' assets including all
products and proceeds thereof.
(c) Love Funding Corporation made loans and/or extensions of
credit to or for the benefit of Spectrum Derby Realty, LLC, which
are secured by a mortgage, and a security interest in certain
collateral that includes collateral which is the subject of the
security interest granted to MidCap Financial by Spectrum Derby.
Love Funding thereafter assigned its secured position to Midland
States Bank. The Secretary of Housing and Urban Development has
been identified as additional secured party with Love Funding.
State of Connecticut Department of Revenue Services asserts a
statutory right to setoff Debtors' unpaid pre-petition provider
taxes against the Debtors' pre-petition Medicaid Receivables.
The Debtors were authorized to pay only their current expenses in
the aggregate total amount of $3,451,615 as reflected in the
approved Budget, which covers the period from December 25, 2016
through January 14, 2017.
The Secured Parties were granted replacement liens on the
Collection Accounts and the DIP accounts of the Debtors to the same
extent and with the same validity, enforceability and priority as
the MidCap Prepetition Liens, the NHP Prepetition Liens, the CCP
Landlords’ Prepetition Liens and the Midland Prepetition Liens,
along with HUD's lien as additional secured party, had against the
Debtors' deposit accounts and other assets prior to the Petition
Date, subject to the Exclusion and Carve-Out.
The Secured Parties were also granted an additional replacement
lien in Cash Collateral Accounts including, without limitation,
health-care insurance receivables and governmental healthcare
receivables and all proceeds thereof.
Excluded from any replacement lien granted to the Secured Parties
will be any lien on the Debtors' claims, causes of claim or
proceeds from avoidance actions, and a carve-out for payment of the
Debtors' professional fees in the amount of $70,000 and for payment
of the professionals of any Committee appointed in the Bankruptcy
Cases in the amount of $40,000.
The Debtor was directed to make weekly payments of $10,000 to
MidCap through the duration of the Interim Order, and to remit to
MidCap of that certain workers' compensation insurance refund due
in February 2017, with respect to which the related workers'
compensation insurance premium was paid using an overadvance from
MidCap. Such payments made to MidCap will be applied to the
principal of the MidCap Prepetition Obligations.
A further hearing on the Debtor's continued use of cash collateral
will be held on January 13, 2017 at 10:00 a.m.
A full-text copy of the Sixth Interim Order, dated December 27,
2016, is available at https://is.gd/FxhRmU
About Spectrum Healthcare
Spectrum Healthcare, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on October 6, 2016. The petitions were signed
by Sean Murphy, chief financial officer.
The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC. Blum, Shapiro & Co., P.C. serves as their accountant and
financial advisor. The Debtors employ Michalik Bauer Silvia &
Ciccarillo, LLP as special collections counsel and Shipman,
Shaiken & Schwefel LLC as special counsel; Murtha Cullina, LLP as
special health care regulatory counsel; and Timothy Coburn as chief
restructuring officer.
At the time of filing, the Debtors listed these assets and
liabilities:
Total Estimated
Assets Liabilities
---------- ----------
Spectrum Healthcare $282,369 $500K-$1M
Spectrum Healthcare Derby $2,068,467 $1M-$10M
Spectrum Healthcare Hartford $4,188,568 N/A
Spectrum Healthcare Manchester, LLC $2,729,410 N/A
Spectrum Healthcare Torrington, LLC $3,321,626 N/A
Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.
An official committee of unsecured creditors was appointed in these
Bankruptcy Cases on October 21, 2016. The official committee of
unsecured creditors hires Zeisler & Zeisler, P.C. as local counsel;
and Klestadt Winters Jureller Southard & Stevens, LLP as legal
counsel.
William K. Harrington, the United States Trustee for the District
of Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare
Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum
Healthcare Torrington, LLC.
ST. PAUL MISSIONARY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Greater St. Paul Missionary Baptist Church
aka Greater St. Paul Baptist Church
1827 Martin Luther King Jr Way
Oakland, CA 94612
Case No.: 17-20042
Chapter 11 Petition Date: January 4, 2017
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Hon. Christopher M. Klein
Debtor's Counsel: Linnea N. Willis, Esq.
LAW OFFICE OF LINNEA N. WILLIS
9391 Lombardy Way
Elk Grove, CA 95758
Tel: 510-589-0207
E-mail: lwillis@lineawillislaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: Not Indicated
The petition was signed by Joseph E. Simons, CEO/ Pastor.
The Debtor did not include a list of its 20 largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/caeb17-20042.pdf
STONE ENERGY: Files 2nd Amended Joint Reorganization Plan
---------------------------------------------------------
BankruptcyData.com reported that Stone Energy filed with the U.S.
Bankruptcy Court a Second Amended Joint Prepackaged Plan of
Reorganization. According to the Amended Plan, "Holders of Class 3
- Prepetition Notes Claims shall receive their respective Pro Rata
share of (i) the Prepetition Notes Cash, (ii) the New Secured Notes
and (iii) the number of shares of New Common Stock constituting
ninety-five percent (95%) of the shares of New Common Stock to be
issued and outstanding pursuant to the Plan on the Effective Date,
prior to dilution for the Management Equity Incentive Program and
the New Warrants.; provided, that in the event the Bankruptcy Court
enters an order prior to the Effective Date appointing any official
committee of equity security holders pursuant to 11 U.S.C. section
1102, the New Common Stock distributed pursuant to this Article
III.C.3.(c) shall be increased to ninety-six percent (96%) of the
shares of New Common Stock….Holders of Class 5 - Stone Equity
Interests shall be canceled and shall be of no further force and
effect, whether surrendered for cancellation or otherwise. Each
Holder of Stone Equity Interests that (x) submits a valid Release
Opt-Out by the Equity Voting and Release Opt-Out Deadline and/or
(y) objects to, delays, impedes, or takes any other action to
interfere with the consummation of the Plan (any such action, an
'Opposing Action') shall receive no distribution on account of such
Stone Equity Interests held by such Holder, and all shares of New
Common Stock and New Warrants that would have been otherwise
distributed to such Holders of Stone Equity Interests shall be
distributed, Pro Rata, to those Holders of Stone Equity Interests
that did not submit a valid Release Opt-Out and did not take any
Opposing Action.
About Stone Energy
Stone Energy Corp. 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. Stone Energy had 247 employees
as of the bankruptcy filing.
Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.
The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing,
solicitation and balloting agent.
STYLE XPRESS: Wants to Continue Using Cash Collateral
-----------------------------------------------------
Style Xpress Stores, Company seeks authorization from the US
Bankruptcy Court for the Middle District of Florida to continue
using cash collateral.
The Debtor's principal business consists of the operation of a
retail clothing and accessories store in a shopping mall in
Orlando, Florida. The Debtor expects its projected expenses to be
at least $40,468 which is similar to the expenses reflected on its
expense sheet from September 1, 2016 through December 5, 2016.
The Debtor is requesting authorization to use Cash Collateral to
pay for expenses it anticipates to incur in the ordinary course of
its business and in connection with the administration of its
Chapter 11 case. The Debtor contends that its use of cash is
critical to its business since all of its business transactions are
completed through the use of cash and money orders.
The Debtor relates that it does not have and does not utilize bank
accounts for the purpose of its business, and as such, it will lose
employees, who are critical to the store during the holiday season
if the Debtor is not authorized to use cash to operate its
business.
The Debtor believes that there are no secured parties as the Debtor
does not owe any creditor a secured debt. While the Debtor asserts
that its cash is free and clear of any liens, however, the Debtor
seeks for the Court's authorization to use cash collateral out of
an abundance of caution.
A full-text copy of the Debtor's Motion, dated December 29, 2016,
is available at https://is.gd/utbqS2
Style Xpress Stores, Company is represented by:
Robert D, Eckard, B.C.S.
Fauzia Makar, Esq.
Kristina E. Feher, Esq.
LAW OFFICE OF ROBERT ECKARD & ASSOCIATES, P.A.
3110 Alternate U.S. 19 North
Palm Harbor, FL 34683
Telephone: (727) 772-1941
Facsimile: (727) 771-7940
Email: robert@roberteckardlaw.com
fauzia@roberteckardlaw.com
kristina@roberteckardlaw.com
About Style Xpress Stores, Company
Style Xpress Stores, Company dba Glamour is a retail store
operating in Florida Mall in Orlando, Florida. An eviction action
was instituted against the Debtor leading to the filing of this
Chapter 11 case, styled as Florida Mall Associates Ltd. v. Style
Xpress Stores, Co. dba Glamour, Case No. 16-CC-007962-O.
Style Xpress Stores, Company dba Glamour filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-10365), on December 5, 2016.
The Petition was signed by its owner, Andreh Papouyan. The Debtor
is represented by Kristina E. Feher, Esq. at the Law Firm of Robert
Eckard and Associates, PA. At the time of filing, the Debtor had
$100,000 to $500,000 in estimated assets and $50,000 to $100,000 in
estimated liabilities.
TAR HEEL: Authorization to Use Cash Terminated on Dec. 13
---------------------------------------------------------
Judge Benjamin A. Kahn of the United States Bankruptcy Court for
the Middle District of North Carolina terminated Tar Heel Oil II,
Inc. and Gambill Oil, LLC's authority to use cash collateral
effective December 13, 2016.
Judge Kahn held that any checks signed by the Trustee on or before
December 13, 2016, but not yet cleared, will be permitted to clear.
He further held that the Debtors, through their Trustee, are
expressly permitted to use funds generated under the Amendment and
Modification of Supply Agreement between the Debtors and Cary Oil
Company.
The Court had previously entered an Interim Order, and subsequent
interim orders authorizing the use of cash collateral, with the
most recent being the entry of the Sixth Interim Order Authorizing
Use of Cash Collateral, the Granting of Adequate Protection, and
Prescribing Notice and Time for Further Hearing on December 2,
2016.
As a result of changes to the Debtors' business model, the cash
generated by the Debtors' operations is not derived from accounts
or inventory of the Debtor and therefore does not constitute cash
collateral of such collateral assets. To the extent, however, that
such funds do constitute cash collateral, all parties asserting a
lien therein had consented to the use of such cash by the Debtor.
Judge Kahn held that the Debtors are not precluded from using cash
collateral if each entity that asserts an interest in such cash
collateral consents to its use.
A full-text copy of the Final Order, dated December 29, 2016, is
available at https://is.gd/sXczoV
About Tar Heel Oil
Tar Heel Oil II, Inc. and Gambill Oil, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos.
16-50216 and 16-50217) on March 4, 2016. The petitions were signed
by Arthur H. Lankford, president. The case is assigned to Judge
Benjamin A. Kahn. Tar Heel Oil disclosed assets of $3.18 million
and debts of $6.03 million. Gambill Oil disclosed assets of
$986,674 and debts of $3.28 million.
The Court entered an Order on March 15, 2016 granting Motion for
Joint Administration, naming the lead case of Tar Heel Oil II, Inc.
(Bankr. M.D.N.C. Case No. 16-50216).
The Debtors are represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Siegmund, LLP.
William Miller, U. S. bankruptcy administrator, disclosed in a
filing with the U.S. Bankruptcy Court for the Middle District of
North Carolina that no official committee of unsecured creditors
has been appointed in the Chapter 11 case of Tar Heel Oil II, Inc.
On November 4, 2016, the Court appointed John Paul Cournoyer as
Chapter 11 trustee for the Debtors. The Chapter 11 trustee hired
John A. Northen, Esq. and Vicki L. Parrott, Esq. as his legal
counsel in connection with the companies' Chapter 11 cases.
TOWERSTREAM CORP: Amends Terms of Series D Conv. Preferred Stock
----------------------------------------------------------------
Towerstream Corporation amended the terms of its Series D Preferred
Stock and cancelled 50% of its Series D Preferred stock remaining
outstanding pursuant to an exchange agreement. The Amendment
eliminates a 200% liquidation preference of the Series D Preferred
Stock under which the holder would have been entitled to 200% of
the invested amount upon a merger, sale, asset sale, liquidation or
similar event. Following the Amendment, holders of Series D
Preferred Stock will continue to be entitled to receive 100%
(versus 200%) of the amount invested upon the occurrence of a
Fundamental Transaction (as defined in the Series D Preferred Stock
Certificate of Designations). In addition, the holders of Series D
Preferred Stock entered into an exchange agreement under which
1,233 shares of Series D Preferred Stock of the total of 2,466
shares of Series D Preferred Stock then outstanding were cancelled
in exchange for 1,233 shares of the Company's newly designated
Series F Preferred Stock, with the effect of reducing the
conversion discount on conversions of Series F Preferred Stock to
90% of the VWAP of the common stock during the five trading days
prior to conversion with a conversion floor of $0.20 per common
share. Prior to the Amendment the Series D Preferred Stock had
provided for a conversion price equal to 75% of the closing price
on the day immediately preceding conversion. The terms of the
Exchange Agreement and Series F Preferred Stock were determined by
arms-length negotiation between the parties. Other than as
described herein, the terms of the Series D Preferred Stock were
not amended. No commission or other payment was received by the
Company in connection with the Exchange Agreement. Such exchange
was conducted pursuant to the exemption provided by Section 3(a)(9)
of the Securities Act of 1933, as amended, and Series F Preferred
Stock issuable pursuant to the Exchange Agreement and the shares of
common stock issuable upon conversion of the Series F Preferred
Stock will be issued in reliance on the exemption from registration
contained in Section 3(a)(9) of the Securities Act.
Series F Preferred Stock
On Dec. 30, 2016 the Company filed with the Secretary of State of
the State of Delaware a Certificate of Designations of Preferences,
Rights and Limitations of Series F Convertible Preferred Stock.
Shares of Series F Preferred Stock are convertible into common
stock based on a conversion calculation per share equal to the
quotient of the stated value of such Series F Preferred Stock, plus
all accrued and unpaid dividends, if any, divided by the conversion
price. The stated value of each share of Series F Preferred Stock
is equal to $1,000 and the initial conversion price is equal to 90%
of the VWAP of the common stock during the five trading days prior
to conversion, subject to adjustment for stock splits, stock
dividends, recapitalizations, combinations, subdivisions or other
similar events, but not less than $0.20 per share. So long as the
common stock is not listed on a national exchange in the event the
Company issues securities at a price per share of common stock less
than the then conversion price of the Series F Preferred Stock the
conversion price of the outstanding shares of Series F Preferred
Stock will be reduced to such lower price.
In the event of a Liquidation Event, each share of Series F
Preferred Stock will be entitled to a per share preferential
payment equal to 100% of the stated value of such Series F
Preferred Stock, plus all accrued and unpaid dividends, if any. All
subsequent issuances and junior preferred issuances of the
Company's capital stock will be junior in rank to Series F
Preferred Stock with respect to the preferences as to dividends,
distributions and payments upon the liquidation, dissolution and
winding-up of the Company. The holders of Series F Preferred Stock
will be entitled to receive dividends if and when declared by our
board of directors. The Series F Preferred Stock shall participate
on an "as converted" basis, with all dividends declared on our
common stock. In addition, if the Company grants, issue or sell
any rights to purchase its securities pro rata to all its record
holders of its common stock, each holder will be entitled to
acquire such securities applicable to the granted purchase rights
as if the holder had held the number of shares of common stock
acquirable upon complete conversion of all Series F Preferred Stock
then held.
The Company is prohibited from effecting a conversion of the Series
F Preferred Stock to the extent that, as a result of such
conversion, the holder would beneficially own more than 9.99% of
the number of shares of common stock outstanding immediately after
giving effect to the issuance of shares of common stock upon
conversion of the Series F Preferred Stock, which beneficial
ownership limitation may be decreased by the holder at its option.
Each holder is entitled to vote on all matters submitted to
stockholders of the Company, and shall have the number of votes
equal to the number of shares of common stock issuable upon
conversion of such holder's Series F Preferred Stock, but not in
excess of the beneficial ownership limitations.
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.
UCI INTERNATIONAL: Seeks Feb. 27 Plan Filing Period Extension
-------------------------------------------------------------
UCI International, 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 to the plan, through February 27, 2017 and April 28,
2017, respectively.
Absent an extension, the Debtors' exclusive plan filing period
would have expired on December 29, 2016. The Debtors' exclusive
solicitation period is set to expire on February 27, 2017.
The Debtors contend that they have:
(a) negotiated, and obtained entry of an Order approving,
settlement agreements with (i) the Rank Group, the Committee, and
the Ad Hoc Group of Noteholders, and (ii) the Pension Benefit
Guaranty Corporation, which provided for the transfer of the
Debtors’ pension plans, avoided costly litigation between the
parties, and enhanced recoveries for the Debtors’ stakeholders;
(b) negotiated the terms of a replacement lease agreement for
the Debtors’ corporate headquarters and obtained Court approval
of the same, resulting in significant cost savings to the Debtors
and their estates and facilitating the Debtors’ efforts to
separate from the Rank Group;
(c) prepared and obtained Court approval of various motions
authorizing the Debtors to assume certain executory contracts and
unexpired leases;
(d) worked with various claimants to consensually resolve
motions requesting the allowance and payment of claims;
(e) prepared and filed a motion to enforce the stay and
seeking damages against Group Xpress Exports, LLC, d/b/a, GXE, LLC,
f/k/a, Parts-Zone, S.A. de C.V., f/k/a Filtros Carossi, S.A. de
C.V. and Filtros Y Partes, S.A. de C.V.; and
(f) commenced the claims reconciliation process, and, in
connection therewith, filed two omnibus claim objections.
The Court had entered its Confirmation Order, which confirmed the
Debtors' Joint Plan of Reorganization. The Debtors relate that the
Effective Date has not yet occurred, as certain conditions
precedent to the occurrence of the Effective Date have not yet been
met.
The Debtors tell the Court that despite the progress made in their
chapter 11 cases thus far, the Effective Date of the Plan has not
yet occurred. The Debtors further tell the Court that to protect
their rights in the unlikely event that the Plan does not become
effective, the Debtors request entry of the Proposed Order granting
an extension of the Exclusive Periods for a period of 60 days.
The Debtors' Motion is scheduled for hearing on February 21, 2017
at 3:00 p.m. The deadline for the filing of objections to the
Debtors' Motion is January 12, 2017.
About UCI International, LLC.
UCI International, LLC, headquartered in Lake Forest, IL, designs,
manufactures, and distributes vehicle replacement parts, including
a broad range of filtration, fuel delivery systems, and cooling
systems products in the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicles markets.
UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 16-11355) on June 1, 2016. The Debtors are
represented by Jessica C.K. Boelter, Esq., Larry J. Nyhan, Esq.,
Kerriann S. Mills, Esq., and Jackson T. Garvey, Esq., at Sidley
Austin LLP. Alvarez & Marsal provides the company with financial
advice and Moelis & Company LLC is the Debtors' investment banker.
Garden City Group serves as the Debtors' Claims Agent. Wilmington
Trust is the Indenture Trustee for a $400-million issue of 8.625%
Senior Notes Due 2019.
The Debtors estimated assets at $100 million to $500 billion and
debt at $500 million to $1 billion at the time of the filing.
The United States Trustee appointed an Official Committee of
Unsecured Creditors, which has retained Morrison & Foerster LLP as
proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo
Cooper LLC has been retained as bankruptcy consultant and financial
advisor for the Committee.
Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP
represent an ad hoc group of unaffiliated noteholders of the 8.625%
senior unsecured notes issued by UCI International.
US CONCRETE: Moody's Affirms B2 Rating on $600MM Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service affirms the B2 rating to U.S. Concrete,
Inc.'s $600 million senior unsecured notes due 2024, which includes
the proposed $200 million add-on to the company's existing 2024
notes. At the same time, Moody's Investors Service affirmed the
Corporate Family Rating ("CFR") of U.S. Concrete at B1, the
Probability of Default Rating at B1-PD. The Speculative Grade
Liquidity rating was affirmed at SGL-2. The rating outlook is
stable.
The following rating actions were taken:
Corporate Family Rating, affirmed at B1;
Probability of Default Rating, affirmed at B1-PD;
$600 million (including $200 million add-on) senior unsecured
notes due 2024, affirmed at B2, LGD4;
Speculative Grade Liquidity rating, affirmed at SGL-2;
The rating outlook is stable.
RATINGS RATIONALE
The proceeds of U.S. Concrete's proposed $200 million senior
unsecured notes add-on will be used for opportunistic acquisitions.
Pro forma for the additional debt, the company's adjusted
debt-to-EBITDA is 5.0x for the trailing twelve months ending
September 30, 2016. Accounting for full benefit of 2016
acquisitions, adjusted debt-to-EBITDA is estimated to be
approximately 4.1x following the $200 million add-on of unsecured
notes. Assuming that U.S. Concrete successfully executes its growth
strategy in 2017, Moody's projects adjusted debt-to-EBITDA to be
below 3.5x by year-end 2017.
The outlook remains stable because end market fundamentals are
strong and are expected to remain solid through 2017, which at this
time counterbalances the risk associated with the execution of the
company's acquisition plan. If end market fundamentals reverse
and/or the company is unable to profitably invest the debt proceeds
as expected, the B1 CFR would face downward rating pressure. Going
forward, we expect U.S. Concrete to maintain adjusted
debt-to-EBITDA below 3.5x even as the company executes its growth
strategy.
The stable outlook also reflects Moody's expectation that key
credit metrics, including U.S. Concrete's operating margin and
earnings, will continue to improve as prices, sales volume and
private construction market activity expand. For the trailing
twelve months ended September 30, 2016, adjusted operating margin
was 8.0%. Adjusted operating margin is expected to be approximately
11.0% by year-end 2017. The stable outlook also reflects our
expectation that the company's adjusted debt-to-EBITDA will be
below 3.5x by year-end 2017.
The B1 CFR is supported by U.S. Concrete's growing revenue base,
strong market position within its served regions, long standing
customer relationships, improving operating margin, strong
EBIT-to-average assets, moderate adjusted debt-to-EBITDA, and free
cash flow generation. Currently, fundamentals are solid in the
private non-residential commercial segment, which represents
approximately 57% of total 2015 revenue, as well as the private
residential market segment, which represents approximately 28% of
total 2015 revenue. The ratings reflect the company's exposure to
volatile construction end markets, high adjusted debt-to-book
capitalization and acquisitive nature. The ratings also reflect the
company's limited product diversity, where the ready-mixed concrete
segment represents approximately 91% of revenue for the trailing
twelve months ended September 30, 2016, as well as regional
concentrations where Texas, New York/New Jersey, and northern
California account for approximately 37%, 34% and 24% of revenue,
respectively. Additionally, the ratings incorporate the company's
growth in aggregates, the competitive nature of the building
materials industry, exposure to input cost inflation, and high
fragmentation of the industry.
U.S. Concrete's ratings could be upgraded if adjusted
debt-to-EBITDA is maintained closer to 2.5x even as the company
executes its growth strategy, adjusted EBIT to interest coverage is
sustained above 3.0x, and adjusted operating margin is above 12%.
In addition, revenue would need to grow beyond $2 billion, and the
company would need to achieve wider geographic reach as well as
greater product diversification. Factors that would also support an
upgrade include very strong liquidity and the expectation private
construction end markets remain, at a minimum, stable.
Alternatively, Moody's stated that ratings could be downgraded
should adjusted operating margin decline below 7.0%, adjusted
EBIT-to-interest fall below 2.5x, or adjusted debt-to-EBITDA exceed
3.5x for an extended period. This could result from decreased
construction spending, economic weakness or an aggressive
acquisition strategy. Ratings could also be downgraded if liquidity
deteriorates or the company engages in a material increase in
shareholder friendly activities.
The principal methodology used in these ratings was Building
Materials Industry published in September 2014.
U.S. Concrete Inc. [NASDAQ: USCR], headquartered in Euless Texas,
operates with two primary segments: ready-mixed concrete and
aggregate products. The company is one of the leading producers of
ready-mixed concrete in north and west Texas, northern California,
New Jersey, New York, Washington DC, Oklahoma and, recently, the
U.S. Virgin Islands. The company has 154 standard ready-mixed
concrete plants, 16 volumetric ready-mixed concrete facilities, and
15 producing aggregates facilities. For the trailing twelve months
ended September 30, 2016, the company generated approximately $1.1
billion in revenue.
V&L TOOL LLC: Can Use Cash Collateral on Interim Basis
------------------------------------------------------
Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern
District of Wisconsin approved the Third Amendment to the
Stipulation between V&L Tool, LLC and GE Healthcare, a division of
General Electric Company, regarding interim use of Cash
Collateral.
A full-text copy of the Order, dated December 27, 2016, is
available at https://is.gd/k7fEAL
About V&L Tool, LLC
V&L Tool, LLC filed a Chapter 11 petition (Bankr. E.D. Wis. Case
No. 16-24208), on April 27, 2016. The Petition was signed by Greg
Ahsmann, manager. The Debtor is represented by Jonathan D.
Golding, Esq. and Richard N. Golding, Esq. at the Golding Law
Offices, P.C. of Chicago, IL. At the time of filing, the Debtor
had $5.46 million in total assets and $5.16 million in total
liabilities.
VALUEPART INC: Committee Taps Lain Faulkner as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of ValuePart,
Incorporated seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire a financial advisor.
The committee proposes to hire Lain Faulkner & Co., P.C. to provide
these services in connection with the Debtor's Chapter 11 case:
(a) analysis of the Debtor's historical, current, and
projected financial and operational performance;
(b) analysis of the Debtor's assets and liabilities;
(c) analysis regarding the Debtor's use of cash collateral
and any debtor-in-possession financing arrangements and
related budgets;
(d) analysis of the Debtor's potential for reorganization and
its feasibility;
(e) analysis of the Debtor's efforts to refinance or raise
capital and the financial ramifications of any such
proposals;
(f) analysis of Debtor's expenditures and distributions;
(g) development and effectuation of periodic monitoring
report to provide committee members with a synopsis of
the Debtor's post-petition performance and operating
activities;
(h) assist committee counsel with matters related to court
motions, applications, and pleading-related matters and
negotiations;
(i) assist committee counsel's analysis of potential claims
and causes of action;
(j) assist in the claims management process; and
(k) attend committee meetings, court hearings, and other
events when required.
The hourly rates charged by the firm are:
Shareholder $375 - $450
CPAs/Accounting Professionals $240 - $350
IT Professionals $250
Staff Accountants $150 - $225
Clerical/Bookkeepers $80 - $95
Dennis Faulkner, a certified public accountant employed with Lain
Faulkner, disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached through:
Dennis S. Faulkner
Lain Faulkner & Co., P.C.
400 N. St. Paul, Suite 600
Dallas, TX 75201
Phone: 214-720-1929
Fax 214-720-1450
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 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-34169), on Oct. 27, 2016. The petition was signed by Isa
Passini, vice president. The case is assigned to Judge Harlin
DeWayne Hale. At the time of filing, the Debtor estimated both
assets and liabilities at $10 million to $50 million.
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.
The Office of the U.S. Trustee appointed the following creditors to
serve on the Official Committee of Unsecured Creditors: Federal
Mogul, Kunshan Taiheiya Precision Machinery, Pukdoo Industrial Co.,
Ltd, and Modena Parts S.R.L.
VALUEPART INC: Court Approves Payments to Insiders
---------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized ValuePart, Incorporated to
continue to make payments, on a final basis and in the ordinary
course of business, to insiders for services provided pursuant to
their Technical Services Contract.
The Debtor was also authorized to continue to make payments in the
ordinary course of business to insiders for director fees, expense
reimbursements, and apartment lease payments for services provided
post-petition to the Debtor that may become due and payable.
The Troubled Company Reporter had earlier reported that Passini
Holdings S.r.l. -- which is owned 100% by the Passini Family, which
in turn owns the parent company of the company that owns the Debtor
-- provides certain essential technical services to the Debtor
which include:
(a) design and computerized prototyping for design, research,
and laboratory testing of replacement parts to be distributed by
the Debtor;
(b) quality control related to the parts to be distributed by
the Debtor;
(c) purchasing of the parts to be distributed by the Debtor;
and
(d) maintenance of a website for inventory that includes
technical information, part numbers, new material, etc.
In exchange for the Technical Services, the Debtor pays Passini
Holdings an annual total of $400,000, which is paid in monthly
payments of $33,333.
Judge Hale held that any payments authorized to be made will be
made only to the extent authorized under the cash collateral budget
approved by the Court in effect as of the time such payment is to
be made.
A full-text copy of the Order Approving Contractual Insider
Payments for Technical Services, dated December 27, 2016, is
available at https://is.gd/bw1YC0
A full-text copy of the Order Approving Insider Payments and
Related Benefits, dated December 27, 2016, is available at
https://is.gd/fiapG6
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 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-34169), on Oct. 27, 2016. The petition was signed by Isa
Passini, vice president. The case is assigned to Judge Harlin
DeWayne Hale. At the time of filing, the Debtor estimated both
assets and liabilities at $10 million to $50 million.
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.
The Office of the U.S. Trustee appointed the following creditors to
serve on the Official Committee of Unsecured Creditors: Federal
Mogul, Kunshan Taiheiya Precision Machinery, Pukdoo Industrial Co.,
Ltd, and Modena Parts S.R.L.
VESCO CONSULTING: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------
VESCO Consulting Services, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Colorado to use cash
collateral from January 1, 2017 to July 1, 2017.
The Debtor contends that majority of its revenues and available
cash are daily sales of construction aggregates, and without the
use of cash collateral, the Debtor will have insufficient funding
for business operations, including paying employees, vendors, and
other costs, which is necessary to avoid irreparable harm to the
estate.
Points West Community Bank asserts a security interest in all of
the Debtor's equipment together with three specific items of
personal property. Points West further asserts that the Debtor
owes it no less than $1,149,823, as of the Petition Date.
The Debtor believes that Colorado Department of Revenue, or CDOR,
is currently owed at least $19,323 for collected but unremitted
sales and employment withholding taxes, which involve state trust
funds.
The Debtor proposes to provide Points West following adequate
protection:
(a) Replacement lien on all post-petition accounts and
inventory only to the extent that the use of the cash collateral
results in a decrease in the value of the collateral;
(b) The Debtor will maintain adequate insurance coverage on
all personal property and real property assets and adequately
insure against any potential loss and pay all post-petition taxes;
(c) The Debtor will provide to Points West all periodic
reports and information filed with the Bankruptcy Court;
(d) The Debtor will retain in good repair all collateral in
which Points West has an interest; and
(e) The Debtor will re-commence monthly payments under the
various loans as they become due commencing in February 2017, as
follows:
Loan Number 100092301: $ 1,426
Loan Number 100092801: $ 417
Loan Number 100096801: $ 1,040
Loan Number 160008701: $17,310
Loan Number 10092802: $ 940
In order to provide adequate protection for the Debtor's use of
cash collateral to CDOR, the Debtor and CDOR agree that:
(a) The Debtor will transmit two equal adequate protection
payments in the amount of $5,552 each, with one payment due by
January 31, 2017 and one payment due by February 28, 2017.
(b) The Debtor will pay sales taxes in the amount of $6,919
and wage withholding taxes in the amount of $1,299 on or before
January 6, 2017 For the post-petition period November, 2016; and
(c) The Debtor will timely file and pay all post-petition tax
returns as they come due post-petition.
A full-text copy of the Debtor's Motion, dated December 29, 2016,
is available at https://is.gd/vkxGd6
Points West Community Bank is represented by:
Robert D. Lantz, Esq.
COAN, PAYTON & PAYNE, LLC
999 18th Street, Suite 1500 S
Denver, CO 80202
Tel: (303) 861-8888
E-mail: rlantz@cp2law.com
Colorado Department of Revenue is represented by:
Ross A. Hoogerhyde, Esq.
COLORADO DEPARTMENT OF LAW
Assistant Attorney General
Ralph L. Carr Colorado Judicial Center
1300 Broadway, 8th Floor
Denver, CO 80203
Tel: (720) 508-6405
E-mail: ross.hoogerhyde@coag.gov
About VESCO Consulting Services
VESCO Consulting Services, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-21351) on
November 19, 2016. The petition was signed by Michael Miller,
president. The case is assigned to Judge Elizabeth E. Brown. At
the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
The Debtor is represented by Kevin S. Neiman, Esq. at the Law
Offices of Kevin S. Neiman, PC.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of VESCO Consulting Services, LLC
as of Dec. 21, according to a court docket.
VIOLIN MEMORY: Seeks Court Approval of Key Employee Incentive Plan
------------------------------------------------------------------
BankruptcyData.com reported that Violin Memory filed with the U.S.
Bankruptcy Court a motion for approval of a key employee incentive
plan (KEIP) and payment of a bonus. The motion explains, "The
Debtor seeks to implement the KEIP for three (3) noninsider
employees (the 'KEIP Participants') to pursue sales and marketing
of the Debtor's products and services. The KEIP Participants have
unique and specialized knowledge and experience regarding the
Debtor's assets and industry, and the Debtor believes their
services are critical for a value-maximizing sale process.
Providing these employees with reasonable and appropriate
incentives designed to maximize and preserve the value of the
Debtor's estate is a reasonable and appropriate exercise of the
Debtor's business judgment. The Debtor also seeks authority to pay
the Bonus which is a prepetition-earned bonus by a former
non-insider (the 'Bonus Recipient'), in exchange for entry into a
sixty (60) day consulting services agreement (the 'Consulting
Agreement') pursuant to which the Bonus Recipient shall be
available to the Debtor on an as-needed basis, including with
respect to due diligence inquiries by potential purchasers of the
Debtor's assets. The satisfaction of the Bonus and related entry
into the Consulting Agreement is necessary to maximize value for
the Debtor's estate as this will aid in the Debtor's effort to
ensure a successful sales process for the benefit of the Debtor's
estate. The Bonus Recipient's highly specialized and unique
knowledge regarding the Debtor's assets is essential for a
value-maximizing sale process." The Debtors also petitioned the
Court to file certain KEIP exhibits under seal. The Court
scheduled a January 17, 2017 hearing to consider both motions, with
objections due by January 10, 2017.
About Violin Memory
Violin Memory, Inc., develops and supplies memory-based storage
systems for high-speed applications, servers and networks in the
Americas, Europe and the Asia Pacific. Founded in 2005, the
Company is headquartered in Santa Clara, California.
Violin Memory sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14,
2016. The petition was signed by Cory J. Sindelar, chief financial
officer.
At the time of the filing, the Debtor disclosed $38.93 million in
assets and $145.4 million in liabilities.
Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal
counsel while Bayard, P.A., serves as co-counsel. The Debtor has
hired Houlihan Lokey Capital, Inc. as financial advisor and
investment banker.
The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve
on the official committee of unsecured creditors -- Wilmington
Trust, N.A., Clinton Group, Inc., and Forty Niners SC Stadium
Company LC.
VIRGINIA HIGH TECH: Has Until March 2 to File Reorganization Plan
-----------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia extended West Virginia High
Technology Consortium Foundation and HT Foundation Holdings, Inc.'s
exclusive periods for filing a plan of reorganization and
soliciting acceptances to the plan through March 2, 2017 and May 1,
2017, respectively.
The Debtors previously sought the extension of their exclusive
periods, relating that since the Petition Date, they had spent much
of the first few months attempting to stabilize their operations
and negotiating in good faith with Huntington National Bank in an
attempt to reach a mutually agreeable resolution to Huntington's
secured claim, and potential restructuring options. The Debtors
further related that notwithstanding such negotiations, they were
unable to reach a resolution with Huntington, partially due to the
parties' dispute over the value of the Real Property.
The Debtors contended that once the negotiations with Huntington
broke down in late September 2016, the Debtors immediately
considered their reorganization options and formulated a Plan of
Reorganization, which the Debtors believed was in the best interest
of creditors. The Debtors had decided to list the Real Property on
the market in an attempt to sell it and satisfy the claims of the
Debtors' creditors, including Huntington's secured claim.
Since the Court entered its Orders, on October 25, 2016,
authorizing the Debtors to engage the Broker to market and sell the
Real Property and the appraiser to value the Real Property, the
Debtors had obtained appraisals and a market listing for the Real
Property. The Debtors continued their good faith efforts to market
the Real Property for sale, and had formulated a Plan of
Reorganization that proposes fair treatment of creditors.
About West Virginia High
Technology Consortium Foundation
West Virginia Hight Technology Consortium Foundation and HT
Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D.
W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The
petitions were signed by James L. Estep, president and CEO. The
Hon. Patrick M. Flatley presides over the case. In its petition,
the Debtors estimated $10 million to $50 million in both assets and
liabilities.
David B. Salzman, Esq., at Campbell & Levine, LLC serves as
bankruptcy counsel. The Debtor employs Rolston & Company as real
estate appraiser; Easter Valley, LLC as real estate broker; and
Arnett Carbis Toothman, LLP as accountants.
WHITE WING: Files Revised Application to Hire OLG as Legal Counsel
------------------------------------------------------------------
White Wing Weaponry, LLC and WWW Retail, LLC have filed a revised
application to employ legal counsel in connection with their
Chapter 11 cases.
The Debtors on Dec. 16 filed their initial application to hire
Orenstein Law Group, P.C. to represent both of them in their
bankruptcy cases. The cases are not yet jointly administered.
Since filing the Dec. 16 application, the Debtors have determined
that it is in the "best interest" of both bankruptcy estates to
have separate legal representation. On Dec. 21, WWW Retail sought
court approval to employ Eric A. Liepens, P.C. as its bankruptcy
counsel.
The revised application filed with the U.S. Bankruptcy Court for
the Eastern District of Texas requests for approval to employ OLG
as counsel for White Wing and to transfer $3,000 of the balance of
the retainer that OLG received to Liepens.
OLG can be reached through:
Rosa R. Orenstein, Esq.
Nathan M. Nichols, Esq.
1910 Pacific Ave., Suite 8040
Dallas, TX 75201
Email: 214-757-9101
Fax: 972-764-8110
About White Wing Weaponry
White Wing Weaponry, LLC, filed a Chapter 11 petition (Bankr. E.D.
Tex. Case Nos. 16-42144) on Nov. 28, 2016. WWW Retail, LLC filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-42145) on Nov.
29, 2016.
Jeremy Hubnik (85%) and James O'Leary (15%) jointly own both
Debtors. The Debtors are seeking the joint administration of their
cases.
The Debtors are Texas limited liability companies and operate
retail firearms stores, including providing repair and servicing of
firearms.
The Debtors' business assets consist generally of inventory of new
and used firearms held for retail sale, some of which are also on
consignment for sale, equipment, parts and materials to repair
firearms, receivables from these operations generated in the
ordinary course of businesses together with cash payments, office
equipment, furniture and software to track its sales and inventory.
The Debtors lease the real property where they operate their
businesses.
WHITESBURG REALTY: Wants to Use Cash Through Jan. 19
----------------------------------------------------
Whitesburg Realty, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Kentucky for continued use of
cash collateral through the later of January 19, 2017 or the date
of confirmation under the terms of the existing and previous cash
collateral orders.
The Debtor's proposed Budget provides for total operating expenses
of $33,467 for the month of January 2017.
The Debtor has filed its Chapter 11 Plan of Reorganization and
corresponding Disclosure Statement on July 12, 2016 and an Amended
Plan and amended Disclosure Statement on September 8, 2016. A
hearing on confirmation is currently scheduled for January 19,
2017.
The Court has previously sustained and entered final cash
collateral order, and subsequent orders further extending the
Debtor's use of cash collateral -- the term of the current Order
had expired on December 31, 2016. There has been, and the Debtor
believes that there will continue to be, no material net
deterioration of the Cash Collateral Creditor's interest in the
Cash Collateral.
The Debtor proposes to make adequate protection payments of $15,000
to the Cash Collateral Creditor on or before the last day of the
month each month during the approved term of Cash Collateral use.
The Debtor asserts that it would be in the best interest of the
Debtor, its Estate, its creditors and other parties in interest if
the Debtor continue its operations in the ordinary course. The
Debtor further asserts that without the continued use of the Cash
Collateral, the Debtor will be unable to continue to operate its
business for more than a short period of time, which will
irreparably harm the value of the Debtor's assets, to the detriment
of its Estate, its creditors and other parties in interest.
A full-text copy of the Debtor's Motion, dated January 3, 2017, is
available at https://is.gd/BOBTsb
A full-text copy of the Debtor's Budget, dated January 3, 2017, is
available at https://is.gd/xGVP74
About Whitesburg Realty, LLC.
Whitesburg Realty, LLC, a Kentucky limited liability company, was
established on Feb. 10, 2004. The sole member of Whitesburg Realty
is Jeffrey C. Ruttenberg. Whitesburg Realty is a landlord to the
various shops and businesses operated at the Whitesburg Plaza.
Whitesburg Realty has several tenants, most notably, Walmart, and
several smaller businesses including a nail salon, fashion retail
store and pizza restaurant. Whitesburg Realty began to experience
cash flow problems after it lost a grocery store tenant.
Facing cash flow problems after losing a grocery store tenant,
Whitesburg Realty filed a chapter 11 petition (Bankr. E.D. Ky. Case
No. 16-50721) on April 13, 2016. The petition was signed by
Jeffrey C. Ruttenberg, member. The Debtor is represented by Jamie
L. Harris, Esq., at Delcotto Law Group PLLC. The Debtor estimated
assets and debt of $1 million to $10 million.
The Debtor listed Wyatt, Tarrant & Combs, LLP, as its largest
unsecured creditor holding a claim of $10,000. No trustee or
examiner has been appointed in the Chapter 11 case, and no
creditors' committee or other official committee has been
appointed.
* * *
The Debtor filed its Chapter 11 Plan of Reorganization and
corresponding Disclosure Statement on July 12, 2016, an Amended
Plan and Amended Disclosure Statement on Sept. 8, 2016, and a
Second Amended Disclosure Statement on Sept. 28, 2016. Plan
confirmation hearing is scheduled for Nov. 10, 2016.
[*] Dennis Jenkins Joins MOFO's Restructuring & Insolvency Group
----------------------------------------------------------------
Morrison & Foerster, a global law firm, on Jan. 4 disclosed that
Dennis Jenkins, a financial restructuring lawyer with 20 years of
experience, has joined the firm as a partner in its New
York–headquartered Business Restructuring & Insolvency Group.
Mr. Jenkins comes to the firm from WilmerHale. Mr. Jenkins is the
fourth new business restructuring and insolvency partner to join
Morrison & Foerster over the last year, following the arrival of
Jonathan Levine in New York, and Peter Declercq and Sonya Van de
Graaff in London.
"I am pleased to welcome Dennis to our growing global restructuring
team," said Brett Miller managing partner of the New York office
and a partner in the Business Restructuring & Insolvency Group.
"Dennis is a well-respected bankruptcy and reorganization lawyer
with an exceptional reputation. His understanding of complex
issues will be invaluable to our clients, particularly at a time of
continued global economic uncertainty."
"The outstanding expertise and diverse experience that Dennis has
with bondholders and indenture trustees deepens our already strong
business restructuring and insolvency bench, and is an ideal
complement to our existing platform," said James Peck, global
co-chair of the Business Restructuring & Insolvency Group and a
former bankruptcy judge who presided over the Lehman Brothers
bankruptcy. "We are confident that Dennis will be instrumental in
further enhancing our practice's footprint globally."
During his career, Mr. Jenkins has represented ad hoc committees,
creditors' committees, indenture trustees, debtors, and other
interested parties in highly contested U.S. and international
corporate and debt restructurings, distressed mergers and
acquisitions, and bankruptcy cases. Mr. Jenkins has also
represented lenders, borrowers, and lessors in connection with some
of the most complex and innovative debt-financing facilities and
transactions. Additionally, he has extensive experience advising
technology companies in connection with counterparty risk affecting
intellectual property. Mr. Jenkins received his B.A. from Brigham
Young University and his J.D. from Boston College Law School.
"Morrison & Foerster's global platform and highly respected
restructuring group will be of great benefit to my clients," said
Mr. Jenkins. "I've seen the firm's restructuring practice
significantly grow over recent years. I look forward to
collaborating with my new colleagues to build on that momentum."
Morrison & Foerster's Business Restructuring & Insolvency Group has
one of the strongest practices in the industry and has advised on
many of the most complex matters in recent years, including:
-- The creditors' committee in the chapter 11 cases of Energy
Future Holdings Corp., Peabody Energy, Inc., Patriot Coal
Corporation, Walter Energy Inc., and UCI International, LLC;
-- Residential Capital, LLC, as the debtor in its chapter 11
case;
-- The chapter 11 trustee for MF Global Holdings Ltd.; and
-- The winding-up board of LBI (formerly Landsbanki) through its
cross-border restructuring and composition.
Mr. Jenkins can be reached at:
DENNIS L. JENKINS
Partner
Morrison & Foerster, LLP
Boston
Tel: (857) 327-6179
E-mail: djenkins@mofo.com
About MOFO
Morrison & Foerster is a global firm. Its clients include some of
the largest financial institutions, investment banks, Fortune 100,
and technology and life sciences companies. The Financial Times
has named the firm to its lists of most innovative law firms in
Northern America and Asia every year that it has published its
Innovative Lawyers Reports in those regions. In the past few
years, Chambers USA has honored MoFo's Bankruptcy and IP teams with
Firm of the Year awards, the Corporate/M&A team with a client
service award, and the firm as a whole as Global USA Firm of the
Year.
[*] John Mills Joins Seyfarth Shaw's Atlanta Office as Partner
--------------------------------------------------------------
Seyfarth Shaw LLP on Jan. 4, 2016, disclosed that John W. Mills III
has joined the firm's Litigation department as a partner in
Seyfarth's Atlanta office. Mr. Mills comes from Barnes & Thornburg
LLP where he served as partner in the Finance, Insolvency and
Restructuring department and Lending and Structured Finance group
in Atlanta and Los Angeles.
For over 25 years, Mr. Mills has focused his practice on
restructuring, bankruptcy, debtor/creditor rights, bankruptcy
acquisitions and insolvency related litigation, including
receivership and foreclosures. In addition, he has counseled
clients in commercial litigation including matters relating to real
estate lending and structured financings.
A frequent author and speaker on a wide range of bankruptcy topics,
Mr. Mills is on the Board of Directors and Immediate Past Chair of
the Bankruptcy Section of the Atlanta Bar Association. He is also
a member of the Los Angeles County Bar Association and the
Commercial Law Section of the State Bar of California. Notably,
Mr. Mills was the recipient of the Atlanta Bar Association's
inaugural Pro Bono Award for his creation of a program to provide
counseling to pro se debtors in connection with reaffirmation
agreements in bankruptcy cases.
"John is an exceptional litigator and a trusted advisor for clients
navigating the most intricate bankruptcy matters," said Kate
Perrelli, chair of Seyfarth's Litigation department. "He is a
great talent and is well positioned to collaborate with our
multifaceted teams in Atlanta, California and nationally."
Mr. Mills received his J.D. from the Emory University School of
Law, where he served as Editor-in-Chief of the Emory Bankruptcy
Developments Journal. He earned a B.A. from Wofford College.
"John's bankruptcy practice is a seamless complement to our large
real estate and public finance platforms in both Atlanta and Los
Angeles," said Steve Kennedy, managing partner of Seyfarth's
Atlanta office. "He is a valuable addition to the firm, joining
with an innate collegiality and a keen understanding of the
business environment."
Mr. Mills' arrival follows the recent addition of corporate partner
Andrew Hough in Atlanta. Founded in 1996, Seyfarth's Atlanta
office has grown to over 85 attorneys who practice in the areas of
labor & employment law, commercial real estate law, corporate law,
employee benefits and ERISA litigation, and commercial litigation.
Mr. Mills can be reached at:
JOHN W. MILLS, III
Partner
Seyfarth Shaw LLP
Phone: (404) 885-6687
Web site: http://www.seyfarth.com/JohnMills
E-mail: jmills@seyfarth.com
About Seyfarth Shaw LLP
Seyfarth Shaw -- http://www.seyfarth.com/-- has more than 850
attorneys and provides a broad range of legal services in the areas
of labor and employment, employee benefits, litigation, corporate
and real estate. With offices in Atlanta, Boston, Chicago,
Houston, London, Los Angeles, Melbourne, New York, Sacramento, San
Francisco, Shanghai, Sydney and Washington, D.C., Seyfarth's
clients include over 300 of the Fortune 500 companies and reflect
virtually every industry and segment of the economy.
[*] Willkie Farr & Gallagher Announces Attorney Promotions
----------------------------------------------------------
Willkie Farr & Gallagher LLP announced the following attorney
promotions, effective January 1, 2017.
Partners
Elliot Gluck
Jennifer Hardy
Carly Glover Saviano
Counsel
Weston Eguchi
Amir Ghavi
Jacob Kleinman
Andrew Spital
Special European Counsel
Nicolas Dominic Wolski
Willkie -- http://www.willkie.com/-- is an international law firm
of approximately 650 lawyers located in nine offices in six
countries. For more than 125 years, it has represented companies
across a wide spectrum of businesses and industries, most notably
financial services. Its core practice areas of expertise, include
antitrust and competition, asset management, business
reorganization and restructuring, corporate and financial services,
among others.
[^] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today at http://is.gd/hl7cni
Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.
Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978. The tables had turned an Americans were
worried. Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.
Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets; relative technological position; balance of
payments and economic policy in the U.S.?
To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market. He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.
Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy
at just the right time.
Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
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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
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than a balance sheet solvency test.
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Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
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Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
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 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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