/raid1/www/Hosts/bankrupt/TCR_Public/170330.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, March 30, 2017, Vol. 21, No. 88
Headlines
ACCESS CIG: Loan Add-Ons No Impact on Moody's B3 CFR
ADVANCED PAIN: Wants to Use SunTrust Cash Collateral Until April 17
ADVANCEPIERRE FOODS: S&P Assigns 'B+' CCR; Outlook Stable
AFTOKINITO RALLY: K. Dolan Joins Bid for Ch. 11 Trustee Appointment
ALABAMA AIRCRAFT: Court Sanctions Boeing in Air Force Pact Spat
ALVIN WASHINGTON: Taps B. Weldon Ponder as Legal Counsel
AMERICAN HOUSING: Unpaid Dividends Raise Going Concern Doubt
AMERIFLEX ENGINEERING: Hires Farleigh Wada as Attorney
AMERIFLEX ENGINEERING: Taps Farleigh Wada as Legal Counsel
ANDROS DEVELOPMENT: Case Summary & Unsecured Creditor
AP&E PROPERTIES: Disclosure Statement Hearing Set for May 11
BARIA AND SONS: Can Use Chemical Bank Cash Collateral Thru April 27
BARSTOW MANAGEMENT: Asks Court to Approve Lindauer Employment
BARSTOW MANAGEMENT: Needs Approval to Use Cash Collateral
BBEAUTIFUL LLC: Plan Confirmation Hearing Set for June 7
BERNARD L. MADOFF: Trustee Wants Clawback Ruling Appeal in 2nd Cir.
BONANZA CREEK: Plan Confirmation Hearing Set for April 3
BOSTWICK LABORATORIES: Taps Leerink Partners as Investment Banker
CARRIERWEB LLC: U.S. Trustee Forms 3-Member Committee
CHAPARRAL ENERGY: Inks 9th Restated Credit Agreement With JPMorgan
CHAPARRAL ENERGY: New Board of Directors Announced
CHAPARRAL ENERGY: Post-Effective Date Agreements Disclosed
CHEDDAR'S RESTAURANT: S&P Puts 'B' CCR on CreditWatch Positive
CHINA FISHERY: Wants Exclusivity Extended for Another 9 Months
COBALT INTERNATIONAL: Ernst & Young LLP Casts Going Concern Doubt
CPI HOLDCO: Change in Debt Mix No Impact on Moody's B3 CFR
CROWNROCK LP: S&P Retains 'B+' Rating on Sr. Unsecured Debt
CRYSTAL ENTERPRISES: Taps Claxton & Company as Accountant
CURTIS JAMES JACKSON: Wants R. Byron Hord & Curtis Scoon Sanctioned
DELTAVILLE BOATYARD: Taps Dunton Simmons as Special Counsel
DELTAVILLE BOATYARD: Taps Guy C. Crowgey as Special Counsel
DIAMOND MIDCO: S&P Assigns 'B+' Rating on Proposed $50MM Revolver
DISTRICT OF COLUMBIA: Moody's Corrects Rating on 2011B Bonds to Ba2
DN REAL ESTATE: Case Summary & 10 Unsecured Creditors
EAST VILLAGE: Voluntary Chapter 11 Case Summary
EVERETT'S AUTOMOTIVE: Wants to Use Liberty Bank Cash Collateral
FLORIDA EAST: S&P Puts 'B-' CCR on CreditWatch Positive
G.F.M. OPERATIONS: Former Landlords Seek Ch. 11 Trustee Appointment
GABEL LEASE: Disclosure Statement Hearing Set for May 11
GENERAL WIRELESS: Russell R. Johnson III Represents Utilities
GYMBOREE CORP: Debt Obligations Raise Going Concern Doubt
HHGREGG INC: Landlords Object to Amended Proposed Bid Procedures
HHGREGG INC: US Transport Steps Down from Creditors Committee
III EXPLORATION: Taps Fuller Real Estate as Real Estate Broker
ILIANA NEUROSPINE: Taps Rieck and Crotty as Special Counsel
J. COPELLO INTERNATIONAL: Has Authorization to Use Cash Collateral
JACK ROSS: Has Exclusivity to File Plan Through April 24
JOE D'S LOUNGE: U.S. Trustee Unable to Appoint Committee
JONESBORO HOSPITALITY: Seeks Approval to Use Ciena Cash Collateral
K & J FARMS: Case Summary & 20 Largest Unsecured Creditors
KENEDY EXTENDED: Case Summary & 3 Unsecured Creditors
KRATOS DEFENSE: Moody's Raises CFR to Caa1; Outlook Stable
LAND O' LAKES: Fitch Rates Add'l. $250MM Preferred Stock 'BB'
LAND O'LAKES: S&P Rates New Series A Preferred Stock 'BB'
LIFE IMPROVEMENT: Taps Michael King as Legal Counsel
M.O.R. PRINTING: Has Interim Authorization to Use Cash Collateral
MALIBU LIGHTING: Committee Taps Strasburger as Local Counsel
MIDWEST FARM: Case Summary & 3 Unsecured Creditors
MONEY CENTERS: Court Confirms Chapter 11 Plan
MONGOLIAN MINING: U.S. Recognition of Cayman Proceeding Sought
MOTHERSHIP VENTURES: Voluntary Chapter 11 Case Summary
MPV S.A.S.: Case Summary & 4 Unsecured Creditors
NBG ACQUISITION: Moody's Assigns B2 Corporate Family Rating
NJOY INC: Must Not Leave E-Cig Inventory, Jacobson Warehouse Says
NORTHWEST TERRITORIAL: Hanson, Normandy Resign as Committee Member
NOVATION COMPANIES: Wants More Time to Confirm Plan Thru July 17
OCEAN RIG UDW: Liquidators Seek US Recognition of Cayman Proceeding
OCERA THERAPEUTICS: Ernst & Young LLP Casts Going Concern Doubt
ONCOBIOLOGICS INC: Incurs $19.1 Million Net Loss in Dec. 31 Qtr.
PANOCHE ENERGY: S&P Lowers Rating on $321MM Sr. Sec. Bonds to 'BB'
PARAGON OFFSHORE: Court Tosses Bid to Appoint Equity Panel
PASS BUSINESS: Disclosure Statement Hearing Moved to May 4
PHOTOMEDEX INC: Paradigm Capital Ceases as Shareholder
PHOTOMEDEX INC: Renaissance Holds 5.61% Stake as of Dec. 14
PIONEER CARRIERS: Transport Dry Taps Baker & Associates as Counsel
PITTSFIELD DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
PLATFORM SPECIALTY: Proposed Reprice No Impact on Moody's B2 CFR
PUBLE N.V.: Case Summary & 16 Unsecured Creditors
QUANTUMSPHERE INC: Delays Quarterly Filing as It Undergoes Review
QUEBECOR MEDIA: Moody's Hikes CFR to Ba2, Outlook Stable
QUEEN ELIZABETH: SMS Financial's Bid to File Late Claim Granted
QUOTIENT LIMITED: Christopher Lindop Appointed CFO
QUOTIENT LIMITED: Cormorant Owns 9.9% of Shares as of Dec. 31
QUOTIENT LIMITED: Perceptive Reports 9.67% Stake as of Dec. 31
QUOTIENT LIMITED: Sio Capital Discloses 7.58% Stake as of Dec. 31
REDBOX WORKSHOP: Wants Authorization on Cash Collateral Use
RENAISSANCE DEVELOPMENT: Hearing on DIP Financing Set for April 4
ROBINSON OUTDOOR: Case Summary & 20 Largest Unsecured Creditors
RXI PHARMACEUTICALS: Alexey Wolfson Holds 5.7% Equity Stake
RXI PHARMACEUTICALS: Timothy J Barberich Has 6% Stake as of Jan. 6
S DIAMOND STEEL: Disclosure Statement Hearing Set for May 3
SEALED AIR: S&P Puts 'BB' CCR on CreditWatch Positive
SERVICEMASTER CO: Loan Repricing No Impact on Moody's Ba3 CFR
SEVENTY SEVEN: April 20 Stockholders Meeting on Merger Deal
SHAFFER & ASSOCIATES: U.S. Trustee Unable to Appoint Committee
SMITH HEALTH CARE: U.S. Trustee Seeks to Terminate PCO Appointment
SOUTHWEST CUTTERS: Has Interim Nod to Use TGF Cash Collateral
SUNGEVITY INC: Taps AlixPartners as Restructuring Advisor
SUNGEVITY INC: Taps Ducera Securities as Investment Banker
SUNGEVITY INC: Taps Greentech Capital as Special Banker
SUNGEVITY INC: Taps Kurtzman Carson as Administrative Advisor
SUNGEVITY INC: Wants to Obtain $20M Financing From LSHC Solar
SUPERIOR LINEN: May Use Up To $350K of Financing; March 29 Hearing
THAT FURNITURE: Wants Interim Use of Cash Collateral Until May 30
TRI STATE STONE: Disclosure Statement Hearing Set for May 4
TRIANGLE USA: Third Amended Plan Declared Effective
TWIN PONDS: Case Summary & 14 Unsecured Creditors
UNIQUE VENTURES: M. Colette Gibbons Named as Ch. 11 Trustee
UOS LLC: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
VAALCO ENERGY: Deloitte & Touche LLP Raises Going Concern Doubt
VANGUARD NATURAL: Committee Taps Akin Gump as Legal Counsel
VANGUARD NATURAL: Committee Taps FTI as Financial Advisor
VANGUARD NATURAL: Newfield Asks Court for Stay Relief
WEIGHT WATCHERS: Moody's Affirms B3 CFR & Alters Outlook to Pos.
WESTINGHOUSE ELECTRIC: Case Summary & 30 Top Unsecured Creditors
WESTINGHOUSE ELECTRIC: EMEA Operations Won't Be Impacted by Filing
WESTINGHOUSE ELECTRIC: Has $800-Mil. Financing from Apollo, Citi
WESTINGHOUSE ELECTRIC: SCANA's VC Summer Project to Go On
YOGI CARPET: Plan Outline Okayed, Plan Hearing Set for May 9
[*] Bridgepoint Consulting Named 2017 Global M&A Awards Finalist
[*] Fox Rothschild Avoids Philadelphia Bankruptcy Filing Claims
[*] Garden City Bags Two Prestigious M&A Advisor Turnaround Awards
[*] Lorenzo Mendizabal Joins BMC as Executive Vice President
[*] Rudy Cerone Named to ABI's Consumer Bankruptcy Commission
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
ACCESS CIG: Loan Add-Ons No Impact on Moody's B3 CFR
----------------------------------------------------
Moody's Investors Service said Access CIG, LLC's first and second
lien term loan add-on's are credit negative, but do not impact the
company's credit ratings, including the B3 Corporate Family Rating
(CFR), the B2 rating on the first lien senior secured credit
facilities, and the Caa2 rating on the second lien senior secured
term loan. The rating outlook is stable.
Moody's views these add-on's as credit negative because the
transaction will increase the amount of term debt and leverage, and
indicates that the company's aggressive acquisitions strategy will
continue to slow the pace of de-leveraging. Terming out the
revolver enhances the company's liquidity, but Access will likely
continue to utilize revolver draws and cash for acquisitions and
integration spending.
Moody's maintains the following ratings on Access CIG, LLC:
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$55 Million Senior Secured First Lien Revolving
Credit Facility due 2019, B2 (LGD3)
$520.9 Million (Including $40 Million Add-On)
Senior Secured First Lien Term Loan due 2021,
B2 (LGD3)
$252 Million (Including $20 Million Add-On)
Senior Secured Second Lien Term Loan due 2022,
Caa2 (LGD5)
Outlook, Stable
Headquartered in Livermore, CA, Access CIG, LLC provides records
and information services primarily to small and medium enterprises
in the U.S.
ADVANCED PAIN: Wants to Use SunTrust Cash Collateral Until April 17
-------------------------------------------------------------------
Advanced Pain Management Services, LLC asks the U.S. Bankruptcy
Court for the Western District of Kentucky for authorization to use
cash collateral on an interim basis through April 17, 2017.
Pursuant to its Budget, the Debtor seeks to meet its ordinary and
necessary post-petition expenditures through use of approximately
$477,078 of cash collateral.
The Debtor tells the Court that it is imperative to use cash
collateral to ensure its continued operations and to maximize
creditors' recovery as it will preserve the value of Debtor's
assets. The Debtor adds that without such use of the cash
collateral, the value of its assets will immediately and
substantially diminish, such that, there would be no reasonable
prospect that the Debtor would be able to reorganize successfully
in this Chapter 11 case.
SunTrust Bank made a loan to the Debtor and its affiliates
Advanced Pain Surgery Center, LLC, American Spine Center, LLC,
Advanced Anesthesiology Associates, LLC, Seneca Meadows Surgery
Center, LLC, and American Spine Surgery Center, LLC in the original
amount of $1,000,000. SunTrust Bank also made a second Loan to the
Debtor and its affiliates in the original amount of $1,000,000 as a
Non-Revolving Master Borrowing Loan.
In addition, SunTrust Bank made a third and fourth loan to the
Debtor and its affiliates in the original principal amount of
$700,000 and 1,000,000.00, respectively. In order to more fully
secure repayment of these loan obligations, SunTrust Bank has been
granted a blanket lien in all of the Debtor's and its affiliates'
business assets.
As such, the Debtor will grant SunTrust Bank, replacement liens on
all collateral of the same type and priority as it held as valid
and properly perfected liens prior to the petition date, but only
to the extent of the diminution in the value thereof.
A full-text copy of the Debtor's Motion, dated March 17, 2017, is
available at https://is.gd/Xp8sGn
A copy of the Debtor's Budget is available at https://is.gd/Gyqwcc
About Advanced Pain Management Services, LLC
Advanced Pain Management Services, LLC --
http://www.americanspinemd.com-- is a small business debtor as
defined in 11 U.S.C. Section 101(51D) engaged in the health care
business. The Debtor's aggregate noncontingent liquidated debts
(excluding debts owed to insiders or affiliates) are less than
$2,566,050 (amount subject to adjustment on 4/01/19 and every 3
years after that). The Company collected gross revenue for $9.97
million in 2016 and gross revenue of $10.65 million in 2015.
Advanced Pain Management filed a Chapter 11 petition (Bankr. W.D.
Ky. Case No. 17-30863), on March 16, 2017. The petition was signed
by Khalid Kahloon, CEO and general counsel. The case is assigned to
Judge Thomas H. Fulton. The Debtor is represented by James Edwin
McGhee, III, Esq. at Kaplan & Partners LLP. At the time of filing,
the Debtor had $1.84 million in total assets and $2.50 million in
total liabilities.
No trustee, examiner or statutory creditors’ committee has been
appointed in the Debtor's Chapter 11 case.
ADVANCEPIERRE FOODS: S&P Assigns 'B+' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned a 'B+' corporate credit rating to
AdvancePierre Foods Holdings Inc. The outlook is stable.
S&P's 'B-' issue-level rating on the company's senior unsecured
notes is unchanged. The recovery rating remains '6', indicating
S&P's expectation for negligible recovery (0%-10%; rounded
estimate: 0%) in the event of a payment default. S&P's issue-level
rating of 'B+' on the first-lien term issued by AdvancePierre Foods
Inc. also is unchanged. The recovery rating remains '3',
indicating S&P's expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of payment default.
"The rating reflects our expectation that the company will continue
to deleverage post IPO and maintain debt to EBITDA well below 5x,"
said S&P Global Ratings credit analyst Jessica Paige. "In addition,
we believe there will be continued EBITDA margin improvement and
fairly low capital expenditure requirements of about $40 million
annually."
AdvancePierre is narrowly concentrated in the value-added protein
segment of the highly competitive packaged food industry,
especially within the cyclical foodservice distributor channel,
which is subject to consumer discretionary spending. Better
pricing discipline, improved operating efficiencies, and product
mix have helped the company improve its profitability and cash
flows by reducing its exposure to volatile commodity costs,
primarily those of beef. The company's pricing is now done on a
forward basis, as opposed to a lagging index, and therefore should
better protect future gross margins and mitigate rapid input cost
movements. AdvancePierre also has limited international diversity;
S&P estimates more than 90% of its sales are in the U.S., the
balance primarily in Canada.
The outlook is stable, reflecting the expectation that leverage
will decline to near 3.5x by fiscal year-end 2017 as a result of
improved operating margins from better pricing, cost cuts, and
muted meat commodity costs. In addition, S&P believes cash flows
will be used primarily for dividend and possible future
investments, and to a lesser extent for debt repayment.
S&P could downgrade the company if operating performance
deteriorates, possibly because of the loss of a key customer, the
inability to pass along price increases, or commodity meat
inflation resulting in leverage well above 5x. Debt to EBITDA
could also exceed 5x if the company adopts more aggressive
financial policies, possibly including large dividend payouts or
large debt-financed acquisitions.
S&P could upgrade AdvancePierre if the company reduces its
financial sponsor ownership to below 40% and commits to sustaining
debt to EBITDA below 4x. S&P believes this is not likely without a
future secondary equity offering further reducing Oaktree Capital
Group LLC's ownership. In addition, S&P believes the company would
have to sustain its EBITDA margin near 15% and apply a portion of
its anticipated discretionary cash flow to debt repayment to
sustain debt to EBITDA below 4x.
AFTOKINITO RALLY: K. Dolan Joins Bid for Ch. 11 Trustee Appointment
-------------------------------------------------------------------
Kathleen Dolan, a Creditor of Aftokinito Rally, Inc., joins the
U.S. Trustee's Motion to Appoint a Chapter 11 Trustee for the
Debtor filed before the U.S. Bankruptcy Court for the District of
New Hampshire.
The Creditor states that the Debtor and Stephan Condodemetreky
conduct business by deceit, misrepresentation, and dishonesty.
According to the Joinder, the Debtor, by its own admission in the
motion to use cash collateral and in the objection to the Trustee's
motion to appoint a trustee admits to having spent $200,000.00
within the last 12 months alone in legal fees fighting law suits
that all contain the same general complaint, that the debtor took
advantage of the people, misrepresented facts and was dishonest in
the interactions with the people complaining.
Further, the Debtor would like the court to believe that Mr.
Condodemetraky is the only person capable of understanding the
nature of the business and therefore should operate it. However, as
mentioned in the Joinder, it is clear that he cannot operate a
healthy business and grossly mismanaged it. A look at the schedules
indicates that he spends too much and the business model does not
work with the expenses that he proposes. Therefore, it indicates
that a trustee should be appointed.
The petitioning Creditor is represented by:
James D. Kelly, Esq.
Kelly Law PLLC
16 Broad Street
Nashua, NH 03064
Tel: (603) 809-4230
Fax: (603) 386-6669
About Aftokinito Rally
Based in Nashua, New Hampshire, Aftokinito Rally, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.H.
Case No. 17-10184) on Feb. 16, 2017. The petition was signed by
Stephan Condodemetraky, president.
At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $1 million.
ALABAMA AIRCRAFT: Court Sanctions Boeing in Air Force Pact Spat
---------------------------------------------------------------
Chuck Stanley, writing for Bankruptcy Law360, reports that U.S.
District Judge R. David Proctor has granted a sanctions bid against
Boeing Co., finding that the company intentionally destroyed
documents related to its long-running dispute with defunct Alabama
Aircraft Industries over a $1.2 billion U.S. Air Force contract.
Neither the court nor Alabama Aircraft Industries can know why
Boeing workers destroyed information related to the two companies'
collapsed accord to bid on an Air Force tanker fleet maintenance,
Law360 relates, citing Judge Proctor.
About Alabama Aircraft
Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance
and modification services for the U.S. government and military
customers. Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.
Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).
The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations. The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.
Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors. Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.
The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.
The Chapter 11 case was later converted to liquidation under
Chapter 7.
ALVIN WASHINGTON: Taps B. Weldon Ponder as Legal Counsel
--------------------------------------------------------
Alvin Washington Trucking, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire B. Weldon Ponder, Jr., Esq., to prepare
a plan of reorganization, represent the Debtor in the negotiation
of any borrowing, sale or refinancing of its property, and provide
other legal services.
Mr. Ponder and his contract attorney Catherine Lenox, Esq., charge
$350 per hour and $250 per hour, respectively.
In a court filing, Mr. Ponder disclosed that he does not represent
or hold any interest adverse to the Debtor's bankruptcy estate.
Mr. Ponder maintains an office at:
B. Weldon Ponder, Jr., Esq.
4408 Spicewood Springs Road
Austin, TX 78759
Tel: 512-342-8222
Fax: 512-342-8444
Email: welpon@austin.rr.com
About Alvin Washington
Headquartered in Del Valle, Texas, Alvin Washington Trucking, Inc.,
is engaged in the business of dirt hauling and the manufacture and
wholesale of mulch. It owns a large wood grinder, three large
Peterbilt tractors, two large trailers, three front loaders and
various smaller pieces of equipment. Historically, it has had
annual gross revenues of almost $500,000. Its two primary and
longstanding customers are Asplundh Tree Expert Company, which has
the City of Austin contract for tree trimming for utility lines,
and Austin Wood.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 17-10224) on Feb. 24, 2017, estimating its assets and
liabilities at between $100,001 and $500,000 each. B. Weldon
Ponder, Jr., Esq., serves as the Debtor's bankruptcy counsel.
AMERICAN HOUSING: Unpaid Dividends Raise Going Concern Doubt
------------------------------------------------------------
American Housing Income Trust, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $1.55 million on $175,695 of total revenue
for the three-months ended September 30, 2016, compared to a net
loss of $1.12 million on $133,444 of total revenue for the same
period in 2015.
For the nine months ended September 30, 2016, the Company recorded
a net loss of $4.29 million on $503,210 of total revenue, compared
to a net loss of $2.29 million on $327,190 of total revenue for the
same period last year.
The Company's balance sheet at September 30, 2016, showed $12.05
million in total assets, $6.01 million in total liabilities and
total stockholders' equity of $6.04 million.
The Company has never paid any dividends and is unlikely to pay
dividends in the immediate or foreseeable future. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity financing to continue operations, and
the attainment of profitable operations. During the nine months
ended September 30, 2016, the Company incurred a net loss of
$4,290,611, and as at September 30, 2016, the Company has
accumulated losses of $12,285,258 since inception. These factors
raise substantial doubt regarding the Company's ability to continue
as a going concern.
A full-text copy of the Company's Form 10-Q is available at:
https://is.gd/14vvXl
American Housing Income Trust, Inc., is currently in the business
of acquiring, renovating, rehabilitating and, in turn, renting
single family residence. The Company operates through
related-party/affiliate entities in holding title to those single
family residences in its portfolio – American Realty, ARP
Borrower, ARP Borrower II and AHIT Valfre, LLP, a limited liability
partnership commonly referred to as an UPREIT, or operating
umbrella partnership.
AMERIFLEX ENGINEERING: Hires Farleigh Wada as Attorney
------------------------------------------------------
Ameriflex Engineering, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to employ the Farleigh
Wada Witt as attorneys to the Debtor.
Ameriflex Engineering requires Farleigh Wada to:
(a) consult with the Debtor concerning the administration of
the case;
(b) advise the Debtor of its rights, powers and duties as
Debtor-in-Possession under Chapter 11 of the Bankruptcy
Code;
(c) take all actions necessary to protect and preserve
Debtor's estate, including the prosecution of actions on
Debtor's behalf, the defense of any action commenced
against the Debtor, negotiations concerning all litigation
in which the Debtor is involved, objections to claims
filed against the Debtor in this bankruptcy case, and the
compromise of settlement of claims;
(d) represent the Debtor in connection with the sale of any
business assets;
(e) prepare on the Debtor's behalf all necessary applications,
motions, answers, orders, reports and other papers
necessary to the administration of the estate;
(f) prepare and confirm plan of reorganization and disclosure
statement; and
(g) provide such other legal advice or services as may be
required in connection with the Chapter 11 case.
Farleigh Wada will be paid at these hourly rates:
Tara J. Schleicher $345
Margot D. Seitz $260
Paralegal $135-$140
Law Clerks $125-$140
Farleigh Wada received a retainer from the Debtor in the amount of
$52,500 on February 24, 2017 and March 15, 2017. On March 22, 2017,
prior to the filing of the petition, Farleigh Wada was paid $22,040
and costs of $1,745.17, leaving a balance in Farleigh Wada's Client
Trust Account of $27,265.83.
Farleigh Wada will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tara J. Schleicher, partner of Farleigh Wada Witt, 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 estates.
Farleigh Wada can be reached at:
Tara J. Schleicher, Esq.
Margot D. Seitz, Esq.
FARLEIGH WADA WITT
121 SW Morrison Street, Suite 600
Portland, OR 97204-3136
Tel: (503) 228-6044
E-mail: TSchleicher@fwwlaw.com
MSeitz@fwwlaw.com
About Ameriflex Engineering, LLC
Ameriflex Engineering LLC, based in White City, OR, filed a Chapter
11 petition (Bankr. D. Or. Case No. 17-60837) on March 22, 2017.
The Hon. Thomas M Renn presides over the case. Tara J. Schleicher,
Esq., at Farleigh Wada Witt, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Pacific
Diamond & Precious Metals, Inc., member.
AMERIFLEX ENGINEERING: Taps Farleigh Wada as Legal Counsel
----------------------------------------------------------
Ameriflex Engineering LLC seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Farleigh Wada Witt to give legal advice
regarding its duties under the Bankruptcy Code, prepare a plan of
reorganization, represent the Debtor in any potential sale of its
assets, and provide other legal services.
The hourly rates charged by the firm for its attorneys range from
$195 to $420. Paralegals charge between $135 and $140 per hour
while law clerks charge between $125 and $140 per hour.
Tara Schleicher, Esq., disclosed in a court filing that the firm
does not hold any interest adverse to the Debtor's bankruptcy
estate or creditors.
The firm can be reached through:
Tara J. Schleicher, Esq.
Margot D. Seitz, Esq.
Farleigh Wada Witt
121 SW Morrison Street, Suite 600
Portland, OR 97204-3136
Tel: (503) 228-6044
Email: TSchleicher@fwwlaw.com
Email: MSeitz@fwwlaw.com
About Ameriflex Engineering
Ameriflex Engineering LLC is engaged in the design, development and
manufacturing of boats. The Debtor was created in 2008 with the
acquisition of the assets of then struggling River Hawk Boats, Inc.
Cajon, Inc. and Pacific Diamond & Precious Metals each owns 50%
membership interest in the Debtor.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 17-60837) on March 22, 2017. The
case is assigned to Judge Thomas M. Renn.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
ANDROS DEVELOPMENT: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Andros Development Corporation, a Florida Corporation
3850 Bird Rd., Penthouse 1
Coral Gables, FL 33146
Case No.: 17-13760
About the Debtor: Andros Development is a Florida Corporation
that owns a vacant lot located at 3560
Grand Ave Miami, Florida, valued at $818,750.
Each of Julio C. Marrero and Orlando Benitez,
Jr. own a 45% equity stake in the Company. The
other 10% is held by Phillip Muskat. Andros
Development is an affiliate of Grand Abbaco
Development of Village West Corp and Nassau
Development of Village West, Corp., each of
which filed for bankruptcy protection on
March 27, 2016, and Oct. 2, 2015, respectively.
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Laurel M Isicoff
Debtor's Counsel: Michael Marcer, Esq.
MARRERO, CHAMIZO, MARCER LAW, LP
3850 Bird Road, Penthouse I
Coral Gables, FL 33146
Tel: 786-431-2770
Fax: 786-735-0825
E-mail: Bankruptcy@marrerolawfirm.com
Total Assets: $1.64 million
Total Liabilities: $5.53 million
The petition was signed by Phillip Muskat, officer/shareholder.
The Debtor listed the City of Miami as unsecured creditor holding
an undetermined amount of claim.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb17-13760.pdf
AP&E PROPERTIES: Disclosure Statement Hearing Set for May 11
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia is set to hold a hearing on May 11, at 1:30 p.m., to
consider approval of the disclosure statement, which explains the
Chapter 11 plan of reorganization of AP&E Properties LLC.
The hearing will take place at Robert C. Byrd U.S. Courthouse,
Magistrate Courtroom, 110 North Heber Street, Beckley, West
Virginia. Objections are due by April 27.
About AP&E Properties LLC
AP&E Properties, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.W. Va. Case No. 16-50282) on Nov. 15,
2016. The petition was signed by James Phillip Wills. The Debtor
is represented by George L. Lemon, Esq., at Lemon Law Office.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.
An official committee of unsecured creditors has not yet been
appointed.
On March 10, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
BARIA AND SONS: Can Use Chemical Bank Cash Collateral Thru April 27
-------------------------------------------------------------------
Judge James W. Boyd of the U.S. Bankruptcy Court for the Western
District of Michigan authorized Baria and Sons, LLC to use cash
collateral on an interim basis until April 27, 2017.
The Debtor represented that the cash collateral may be subject to a
perfected first priority lien and security interest in favor of
Chemical Bank, and may be subject to an unperfected security
interest belonging to LQD Business Finance, LLC.
The Debtor was authorized to use cash collateral for the purpose of
purchasing necessary goods and services to continue its business,
to pay payroll (including all tax obligations), to pay personal
property taxes which are presently due, to pay sales tax, and to
pay adequate protection to Chemical Bank as set forth on the
Budget. The approved Budget until April 30, 2017 provides
total operating expenses of approximately $50,599.
As adequate protection for the use of cash collateral:
(a) Chemical Bank will retain its two Mortgages on Debtor’s
real estate located at 14785 Cleveland Street, Spring Lake, MI
49456 PPN 70-03-13-400-054.
(b) Chemical Bank will retain its liens on all assets of the
Debtor and proceeds thereof, as well as its assignment of liquor
license, in the nature and priority in which they were the day
before filing.
(c) The Debtor will maintain its deposit accounts with
Chemical Bank, and all new accounts opened as Debtor-In-Possession
will be opened at Chemical Bank.
(d) The promissory notes owed to Chemical Bank will be paid
the regular monthly payments: (i) $3,309 per month for the first
mortgage; and (ii) $1,200 per month for the second mortgage.
(e) Chemical Bank will receive replacement liens of an equal
priority and perfection status to those in existence on the date of
filing.
(f) LQD Business will receive no adequate protection, and its
security interests are unaffected by the order.
The final hearing on the Debtor's use of cash collateral will take
place on April 27, 2017 at 11:00 a.m.
A full-text copy of the Order, dated March 17, 2017, is available
at https://is.gd/UDhgYJ
About Baria and Sons, LLC
Baria and Sons, LLC filed a Chapter 11 petition (Bankr. W.D. Mich.
Case No. 17-00970), on March 6, 2017. The Petition was signed by
Gurinder Baria, General Manager. The case is assigned to Judge
James W. Boyd. The Debtor is represented by James R. Oppenhuizen,
Esq. at Oppenhuizen Law Firm, PLC. At the time of filing, the
Debtor had estimated both assets and liabilities to be between
$500,000 to $1 million each.
No Trustee or Examiner has been appointed in the Debtor's Chapter
11 case and no Committees have been appointed designated.
BARSTOW MANAGEMENT: Asks Court to Approve Lindauer Employment
-------------------------------------------------------------
Barstow Management, LLC asked the U.S. Bankruptcy Court for the
Northern District of Texas to approve Joyce W. Lindauer Attorney,
PLLC's employment from the petition date to March 17, 2017.
The Debtor had earlier filed an application to hire the firm as its
legal counsel. However, the Office of the U.S. Trustee requested
that it use another counsel since Lindauer is also representing
Michael Robinson, the Debtor's principal, in his individual case.
The agency expressed concern about possible appearance of a
conflict between the Debtor's interests and those of Mr. Robinson.
Prior to March 17, Lindauer prepared bankruptcy schedules,
communicated with the U.S. Trustee regarding insurance matters,
attended both the initial debtor interview and 341 meeting of
creditors.
If approved by the court, the firm would receive compensation it
earned for the period February 3 to March 17, 2017.
The billing rate for Joyce Lindauer, Esq., is $350 per hour; Sarah
Cox and Jamie Kirk, $195 per hour; and Jeffery Veteto, $185 per
hour. Meanwhile, paralegals and legal assistants charge an hourly
rate ranging from $85 to $105, according to court filings.
About Barstow Management LLC
Barstow Management LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-30401) on Feb. 3,
2017. The petition was signed by Michael Robinson, president.
The case is assigned to Judge Stacey G. Jernigan. Gregory W.
Mitchell, Esq., at The Mitchell Law Firm, L.P., represents the
Debtor as bankruptcy counsel.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
BARSTOW MANAGEMENT: Needs Approval to Use Cash Collateral
---------------------------------------------------------
Barstow Management LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to use the cash collateral
of American Life Savings and Compass Bank.
The Debtor intends to rearrange its affairs and needs to continue
to operate in order to pay its ongoing expenses, generate
additional income and to propose a plan in this case, but it has no
outside sources of funding available to it, and as such it must
rely on the use of cash collateral to continue its operations.
The Debtor's proposed one‐month Budget reflecting total
operating expenses in the approximate amount of $25,398 will
permit the payment of ongoing operating expenses of the Debtor in
order to allow the Debtor to maintain its operations in Chapter 11.
The Debtor believes that American Life Savings and Compass Bank are
claiming liens on its real property and personal property,
including rents. Accordingly, the Debtor proposes to provide
American Life Savings and Compass Bank with post-petition liens,
priority claims in the Chapter 11 bankruptcy case, and cash flow
payments.
A full-text copy of the Debtor's Motion, dated March 20, 2017, is
available at https://is.gd/nymdS1
A copy of the Debtor's Budget is available at https://is.gd/PKddbs
About Barstow Management LLC
Barstow Management LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Texas Case No. 17-30401) on February
3, 2017. The petition was signed by Michael Robinson, president.
The case is assigned to Judge Stacey G. Jernigan. At the time of
the filing, the Debtor estimated both its assets and liabilities at
$1 million to $10 million.
The Debtor is represented by Joyce W. Lindauer, Esq., Sarah M. Cox,
Esq., Jamie N. Kirk, Esq., and Jeffery M. Veteto, Esq. at Joyce W.
Lindauer Attorney, PLLC.
No request has been made for the appointment of a trustee or
examiner and no official committee has yet been appointed in the
Debtor's case.
BBEAUTIFUL LLC: Plan Confirmation Hearing Set for June 7
--------------------------------------------------------
BBeautiful LLC is now a step closer to emerging from Chapter 11
protection after a bankruptcy judge approved the outline of its
plan of reorganization.
Judge Ernest Robles of the U.S. Bankruptcy Court for the Central
District of California on March 21 gave the thumbs-up to the
company's second amended disclosure statement after finding that it
contains "adequate information."
The order set a May 24 deadline for creditors to file their
objections and an April 26 deadline to cast their votes accepting
or rejecting the plan.
A court hearing to consider confirmation of the plan is scheduled
for June 7, at 10:00 a.m.
About BBeautiful LLC
BBeautiful LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 16-10799) on Jan. 22, 2016. The
petition was signed by Helga Arminak, operating manager. The
Debtor is represented by the Law Offices of Michael Jay Berger.
The case is assigned to Judge Ernest M. Robles. The Debtor
estimated assets of $1 million to $10 million and debts of less
than $500,000.
BERNARD L. MADOFF: Trustee Wants Clawback Ruling Appeal in 2nd Cir.
-------------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that Irving
Picard, the court-appointed trustee for the liquidation of Bernard
L. Madoff Investment Securities LLC, wants the Second Circuit to
determine if he can claw back $22 million in Ponzi scheme proceeds
that he alleges was fraudulently transferred from foreign Madoff
feeder funds to the Royal Bank of Scotland.
Mr. Picard, Law36 relates, asked U.S. Bankruptcy Judge Stuart M.
Bernstein to certify directly to the Second Circuit a dismissal of
the Mr. Picard's complaint against RBS. Certification is needed
because the cases involve questions of law subject to conflicting
district court decisions, the report says, citing Mr. Picard.
Law360 recalls that Judge Bernstein previously found that Mr.
Picard cannot pursue claw backs to recover Ponzi scheme proceeds
transferred from foreign Madoff feeder funds to other foreign
investment funds mostly owned by European banks.
According to Law360, Mr. Picard said that the lawsuit against RBS
is one of 87 similar cases that he aims to appeal, and that the
bank is the only defendant among the group with dismissed claims
that has not agreed to jointly certify the final judgments for
direct appeal. The appeal in the RBS adversary proceeding should
be heard together with the 86 other cases in the Second Circuit to
avoid "unnecessary litigation before the district court," the
report states, citing Mr. Picard.
Law360 reports that a group of investors who lost money through the
Ponzi scheme argued on March 10 at the Second Circuit that a $655
million class action settlement against the hedge funds they
invested with should be reallocated because it unfairly favored
certain investors over others.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the customers
of BLMIS are in need of the protection afforded by the Securities
Investor Protection Act of 1970. The District Court's Protective
Order (i) appointed Irving H. Picard, Esq., as trustee for the
liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his
counsel, and (iii) removed the SIPA Liquidation proceeding to the
Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland,
J.). Mr. Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved
the consolidation of the Madoff SIPA proceedings and the
bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Dec. 14,
2016, the SIPA Trustee has recovered more than $11.486 billion
and, following the eight interim distribution in January 2017,
will raise total distributions to approximately $9.72 billion,
which includes more than $839.6 million in advances committed by
SIPC.
BONANZA CREEK: Plan Confirmation Hearing Set for April 3
--------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that the
Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has moved to April the hearing on the confirmation of
Bonanza Creek Energy, Inc.'s plan of reorganization.
Magnoliareporter.com relates that the Debtor is now scheduled to
have a confirmation hearing on the Plan and the associated
Disclosure Statement on April 3, 2017, and expects to emerge from
Chapter 11 during the first half of 2017.
According to Law360, Judge Carey said that his docket did not have
an opening for the three-day proceeding until then. Law360 adds
that Judge said the delay did not come as a result of a recent
request from equity holders to postpone the hearing.
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 U.S. 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.
On Jan. 4, 2017, Bonanza Creek Energy, Inc., and six affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No.
17-10015). The cases are pending before the Hon. Kevin J. Carey,
and the Debtors have requested joint administration of the cases.
Bonanza Creek Energy on Dec. 23, 2016, filed a Joint Prepackaged
Plan of Reorganization and Disclosure Statement after reaching a
deal with (i) certain holders that own or manage with the authority
to act on behalf of the beneficial owners of 51.1% in aggregate
principal amount of Bonanza Creek's approximately $800 million in
aggregate principal amount of outstanding 5.75% Senior Notes and
6.75% Senior Notes; and (ii) NGL Energy Partners LP and NGL Crude
Logistics, LLC, the counterparties to one of the Debtors' crude oil
purchase and sale agreements.
Davis, Polk & Wardwell LLP is acting as legal counsel to the
Debtors, 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
senior noteholders.
BOSTWICK LABORATORIES: Taps Leerink Partners as Investment Banker
-----------------------------------------------------------------
Bostwick Laboratories, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire an investment banker.
Bostwick proposes to hire Leerink Partners LLC to provide these
services in connection with the Chapter 11 cases of the company and
Bostwick Laboratories Holdings:
(a) assist in analyzing and evaluating the Debtors' business,
operations and financial position;
(b) prepare descriptive materials for distribution and
presentation to potential purchasers;
(c) assist in the preparation and implementation of a
marketing plan;
(d) screen potential purchasers and assist the Debtors in
coordinating the potential purchasers' due
diligence investigations;
(e) evaluate proposals received from potential purchasers;
(f) assist the Debtors in structuring and negotiating a
transaction; and
(g) meet with the Debtors' Board of Directors (or equivalent
governing body) to discuss a proposed transaction and its
financial implications.
The firm will be paid $50,000 per month for two months (i.e. March
15 to April 14, 2017 and April 15 to May 14, 2017), plus a
transaction fee equal to 3% of the aggregate consideration received
by the Debtors.
Jeff Danesis, a director at Leerink, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Jeff Danesis
Leerink Partners LLC
299 Park Avenue, 21st Floor
New York, NY 10171
Phone: (212) 277-6000
About Bostwick Laboratories
Founded in 1999, Bostwick Laboratories, Inc., and Bostwick
Laboratories Holdings, Inc. -- http://www.bostwicklaboratories.com
-- operate an independent, full-service anatomic pathology
laboratory and are a specialty provider of diagnostic testing
services for urologists and gynecologists in the U.S. The Debtors
operate a reference laboratory offering a comprehensive suite of
anatomic pathology and molecular testing services to independent
physicians nationally.
BLI is a wholly owned subsidiary of BLHI. BLHI has no business
operations of its own.
BLI provides laboratory services to the approximately $1.3 billion
urology market, with over 15 years of experience in the field of
diagnostic and prognostic testing for the approximately 7,500
non-hospital based urologists practicing in the United States. BLI
also has testing capabilities to serve other select subspecialty
markets outside of urology, including women's health / OBGYN,
gastroenterology, nephrology, and dermatology.
BLI has 193 employees, with 125 employees located at the laboratory
facility in Uniondale, New York. The employees perform a variety of
critical functions relating to the business, including billing and
registration, sales and marketing, and laboratory operations.
As of the bankruptcy filing, the Debtors estimated assets in the
range of $1 million to $10 million and liabilities of up to $100
million.
In August 2014, BLI entered into a settlement agreement with the
Department of Justice, under which BLI agreed to pay the DOJ
$7,000,000. The agreement resulted in a $3,200,000 unsecured
installment note, payable in seventeen quarterly installments,
beginning June 2016 with interest at 2.25%. The note matures in
June 2020. As of the Petition Date, the amount owed to the DOJ is
$2,702,020.
Bostwick Laboratories, Inc. and Bostwick Laboratories Holdings,
Inc. (Case No. 17-10572), based in Uniondale, NY, filed a Chapter
11 petition (Bankr. D. Del. Case No. 17-10570) on March 15, 2017.
Judge Brendan Linehan Shannon presides over the case. David B.
Stratton, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II,
Esq., at Pepper Hamilton LLP, serve as bankruptcy counsel while
Donlin Recano & Company serves as claims and noticing agent.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $50 million to $100 million in liabilities. The
petition was signed by Tommy Hunt, CFO.
On March 23, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
CARRIERWEB LLC: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, on March 27
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of CarrierWeb, LLC.
The committee members are:
(1) Performance Food Group, Inc.
245 N. Castle Heights Avenue
Lebanon, TN 37087
Email: brad.boe@pfgc.com
Phone: (303) 898-8137
(2) Trena J. Wade
8008 Vaden Drive
Brentwood, TN 37027
Email: twade96@comcast.net
Phone: (615) 948-2405
(3) Nehemiah Holdings, LLC
d/b/a/ Cable Quest
105 Heather Court
Ballground, GA 30107
Email: clint.emerson@cablequest.biz
Phone: (770) 720-8230
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About CarrierWeb LLC
Headquartered in Smyrna, GA, CarrierWeb, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D.GA Case No.
17-54087) on March 6, 2017. The petition was signed by R.
Fenton-May, manager. At the time of the filing, the Debtor
disclosed $1 million to $10 million in estimated assets and $10
million to $50 million in estimated liabilities. The Debtor is
represented by G. Frank Nason, IV, Esq. of Lamberth, Cifelli, Ellis
& Nason, P.A.
CHAPARRAL ENERGY: Inks 9th Restated Credit Agreement With JPMorgan
------------------------------------------------------------------
Chaparral Energy, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that on March 21, 2017, pursuant
to the terms of the Debtors' confirmed Chapter 11 Plan, the Company
entered into a Ninth Restated Credit Agreement with JPMorgan Chase
Bank, N.A., as administrative agent, the lenders party thereto and
the Prepetition Borrowers party thereto, which amended and replaced
Chaparral's existing Eighth Restated Credit Agreement. The Credit
Agreement has a scheduled maturity date of March 21, 2021.
Pursuant to the Credit Agreement, the Lenders have provided term
loan financing in an aggregate principal amount of $150,000,000
(the "Term Loans"). Interest on the Term Loans is calculated using
the London Interbank Offering Rate ("LIBOR") or the base rate, at
the election of Chaparral, plus, an applicable margin of 7.750% per
annum in the case of LIBOR loans and 6.750% per annum in the case
of base rate loans.
Chaparral is required to repay the Term Loans in specified amounts
on the last day of each March, June, September and December,
commencing March 31, 2017. Under certain circumstances, Chaparral
is required to prepay the Term Loans in connection with
dispositions of its oil and gas properties, casualty events, the
termination or other liquidation of any commodity swap agreements
and the incurrence of permitted senior unsecured debt.
The Credit Agreement also provides for a $400,000,000 reserve-based
revolving credit facility. Chaparral's initial borrowing base under
the Credit Agreement has been set at $225,000,000 with available
borrowings thereunder of up to $225,000,000 until the first
borrowing base redetermination in May 2018. Interest on the
revolving loans under the Credit Agreement is calculated using
LIBOR or the base rate, at the election of Chaparral, plus, in each
case, an applicable margin. The applicable margin for the Revolving
Loans is determined based on borrowing base utilization and ranges
from 3.00% to 4.00% per annum for LIBOR loans and 2.00% to 3.00%
per annum for base rate loans. The borrowing base under the Credit
Agreement is redetermined semi-annually, in May and November, by
the lenders, in accordance with the lenders' customary practices
for oil and gas loans, with the first borrowing base
redetermination to occur in May 2018.
The Credit Agreement is secured by a lien on substantially all of
Chaparral's and its subsidiaries' tangible and intangible assets,
including its oil and gas properties. The Loans are guaranteed by
Chaparral's direct and indirect subsidiaries.
The Credit Agreement contains customary representations,
warranties, covenants and events of default, including a change of
control event of default and limitations on incurrence of liens,
new lines of business, mergers, transactions with affiliates and
restrictive agreements. The Credit Agreement also requires
maintenance of certain financial covenants, including (a) a ratio
of Total Debt to EBITDA (each as defined in the Credit Agreement)
of not more than 3.50 to 1.00, (b) a ratio of consolidated current
assets to consolidated current liabilities of not less than 1.00 to
1.00, (c) an Asset Coverage Ratio (as defined in the Credit
Agreement) of not less than 1.35 to 1.00 and (d) a requirement to
maintain minimum Liquidity (as defined in the Credit Agreement) of
at least $25,000,000. During the continuance of an event of
default, the Lenders may take a number of actions, including
declaring the entire amount then outstanding under the Credit
Agreement due and payable.
Term Loan
Applicable Principal
Term Loan Amount as of
Term Loan Lender Percentage Effective Date
---------------- ---------- --------------
JPMorgan Chase Bank, N.A. 11.70% $17,550,000
Capital One, NA 8.00% $12,000,000
Credit Agricole Corporate
And Investment Bank 8.00% $12,000,000
Royal Bank of Canada 8.00% $12,000,000
Societe Generale 8.00% $12,000,000
UBS AG, Stamford Branch 8.00% $12,000,000
Wells Fargo Bank, NA 8.00% $12,000,000
The Bank of Nova Scotia 5.70% $8,550,000
Comerica Bank 5.70% $8,550,000
Natixis, New York Branch 5.70% $8,550,000
Goldman Sachs Bank USA 5.70% $8,550,000
Bank of America, N.A. 3.50% $5,250,000
Compass Bank 3.50% $5,250,000
Credit Suisse AG,
Cayman Islands Branch 3.50% $5,250,000
KeyBank National Association 3.50% $5,250,000
U.S. Bank National Association 3.50% $5,250,000
---------- ------------
TOTAL 100.00% $150,000,000
Applicable
Revolving Maximum
Name of Revolving Credit Revolving
Credit Lender Percentage Credit Amount
----------------- ---------- --------------
JPMorgan Chase Bank, N.A. 11.70% $46,800,000
Capital One, NA 8.00% $32,000,000
Credit Agricole Corporate
And Investment Bank 8.00% $32,000,000
Royal Bank of Canada 8.00% $32,000,000
Societe Generale 8.00% $32,000,000
UBS AG, Stamford Branch 8.00% $32,000,000
Wells Fargo Bank, NA 8.00% $32,000,000
The Bank of Nova Scotia 5.70% $22,800,000
Comerica Bank 5.70% $22,800,000
Natixis, New York Branch 5.70% $22,800,000
Goldman Sachs Bank USA 5.70% $22,800,000
Bank of America, N.A. 3.50% $14,000,000
Compass Bank 3.50% $14,000,000
Credit Suisse AG,
Cayman Islands Branch 3.50% $14,000,000
KeyBank National Association 3.50% $14,000,000
U.S. Bank National Association 3.50% $14,000,000
---------- ------------
TOTAL 100.00% $400,000,000
A copy of the Credit Agreement is available at
https://is.gd/BeMFS6
About Chaparral Energy Inc.
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total
stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016. The petitions were signed by Mark
Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been requested in the
Chapter 11 cases.
The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in
the
cases.
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior
Notes
due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes
due 2022 issued by the Debtors.
* * *
On March 7, 2017, the Debtors filed with the Bankruptcy Court the
proposed First Amended Joint Plan of Reorganization. On March 10,
the Bankruptcy Court entered an order confirming the Plan, as
modified by the Confirmation Order. On March 21, the Plan became
effective in accordance with its terms, and the Company and its
subsidiaries emerged from the Chapter 11 Cases.
Under the confirmed plan, Chaparral's unsecured bondholders and
general unsecured creditors will own 100% of the company's
ownership interest, subject to some dilution.
CHAPARRAL ENERGY: New Board of Directors Announced
--------------------------------------------------
Chaparral Energy, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that pursuant to the terms of
the Debtors' confirmed Plan, the new board of directors of the
Company as of the Effective Date consists of:
K. Earl Reynolds,
Douglas Brooks,
Matt Cabell,
Robert Heinemann,
Sam Langford,
Ken Moore and
Gysle Shellum.
On the Effective Date, the following members of the Company's
existing board of directors were deemed to have resigned as
directors of the Company:
Charles A. Fischer, Jr.,
Christopher Behrens and
Will Jaudes.
None of the resignations resulted from any disagreement with the
Company regarding any matter related to the Company's operations,
policies, or practices.
K. Earl Reynolds
Mr. Reynolds joined the Company in February 2011 as an Executive
Vice President and the Chief Operating Officer before being named
President in 2014 and Chief Executive Officer in 2017. From 2000 to
2010, Mr. Reynolds led the international business unit and was
actively involved in strategic planning for Devon Energy, most
recently serving as Senior Vice President of Strategic Development,
where he was responsible for strategic planning, budgeting,
coordination of acquisitions and divestitures, and oversight of the
company's assessment of oil and gas reserves. Prior to Devon
Energy, Mr. Reynolds' career included several key leadership roles
in domestic and international operations with companies such as
Burlington Resources and Mobil Oil. Mr. Reynolds has served on the
board of directors for several non-profit organizations in Houston
and Oklahoma City. He currently sits on the Board of Directors for
the Oklahoma Independent Petroleum Association and serves as the
Chairman of its Regulatory Committee. He also sits on the Board of
Directors for the Oklahoma City YMCA. Mr. Reynolds holds a Master
of Science degree in Petroleum Engineering from the University of
Houston and a Bachelor of Science degree in Petroleum Engineering
from Mississippi State University. In 2013, he was named as a
Distinguished Fellow of the Mississippi State University Bagley
College of Engineering. Mr. Reynolds is the second board designee
of the holders of our class B common stock.
Douglas Brooks
Prior to joining the board, Mr. Brooks served as the President and
Chief Executive Officer for Yates Petroleum, a privately owned
exploration and production company focused on the Delaware and
Powder River basins. Before that time, he served as Chief Executive
Officer of Aurora Oil & Gas Limited and a Senior Vice President at
Forest Oil Corporation. In addition, he spent 24 years with
Marathon Oil Company in roles of increasing responsibility, lastly
as the Director of Upstream Mergers and Acquisitions and Business
Development for the Americas. Mr. Brooks has also built two private
equity-sponsored firms focused on unconventional resource projects
in the western U.S. and served as a board member for Aurora Oil &
Gas Limited, Magdalena Energy Company, Yates Petroleum and the
Houston Producers' Forum. He is currently an advisor for Hart
Energy's A&D Watch, a global energy research publication. Mr.
Brooks holds a Bachelor of Science degree in Business Management
from the University of Wyoming -- Casper and a Masters of Business
Administration, Finance from Our Lady of the Lake University in
Texas.
Matt Cabell
Mr. Cabell retired from Seneca Resources in 2016, where he had
served as its President since 2006. Prior to that time, he was as
an Executive Vice President and General Manager at Marubeni Oil &
Gas, USA, and held various roles in the exploration and production
segments of Texaco and Amerada Hess Corporation. Mr. Cabell
currently serves as an advisor to KKR. He has also previously
served as a member of the board for the American Exploration and
Production Council and America's Natural Gas Alliance. Mr. Cabell
earned a Bachelor of Science degree in Geology from the University
of Michigan and his Masters of Business Administrations from
Cornell University's Johnson Graduate School of Management.
Robert Heinemann
From 2002 to 2013, Mr. Heinemann worked for Berry Petroleum
Company, serving as a director and then as the President and Chief
Executive Officer for the last nine years of his tenure. Prior to
that time, he was employed at Halliburton Company and Mobil
Exploration and Producing, as well as various other Mobil entities,
in positions of increasing responsibility. Mr. Heinemann currently
serves on the board for several other energy companies, including
Crescent Point Energy Corporation, Crestone Peak Resources, L.L.C.
and Great Western Oil and Gas Company, L.L.C., where he was the
chairman from 2014 to 2016. He has also previously served on the
board for Yates Petroleum Corporation until its merger in late 2016
and as chairman of the board for C12 Energy, L.L.C. Mr. Heinemann
holds Bachelor of Engineering and PhD degrees in Chemical
Engineering from Vanderbilt University.
Sam Langford
Mr. Langford continues to serve as the principal for Langford
Upstream Advisory, L.L.C., a position he has held since 2013.
Prior to Langford, he spent eight years working in positions of
growing responsibility at Newfield Exploration, including roles as
the company's Vice President of Corporate Development, General
Manager for its Mid-Continent Business Unit and Senior Corporate
Advisor. Before joining Newfield, Mr. Langford spent time at
Cockrell Oil Corporation, British Gas E&P, Tenneco Inc., Tenneco
Oil Co. and Exxon USA. Mr. Langford is currently also a member of
the board of directors for Basic Energy Services. He received his
Bachelor of Science degree in Mechanical Engineering from Auburn
University.
Ken Moore
From 2004 to 2015, Mr. Moore served as a Managing Director at First
Reserve Corporation, a global private equity firm, which invests
exclusively in the energy industry. Prior to that time, he served
as a Vice President at Morgan Stanley New York and as a director
for Enstar Group Limited, Chart Industries, Inc. and Dresser-Rand
Group Inc. Mr. Moore is currently a member of the board of
directors for Cobalt International. He has also previously served
on several other boards, including those for Enstar Group, Dresser
Rand and Chart Industries. Mr. Moore graduated from Tufts
University with a Bachelor of Arts degree in English and received
his Master of Business Administration from Cornell University.
Gysle Shellum
Mr. Shellum previously served as the Chief Financial Officer of PDC
Energy, Inc. from 2008 until his retirement in 2016. Prior to that
time, he was the Vice President of Finance at Cross Energy, L.P.
(now EnLink Midstream, L.L.C.). Mr. Shellum is currently an
at-large director for the Independent Petroleum Association of
America and serves on the University of Colorado Global Energy
Management Graduate Program's Advisory Council. He received his
Bachelor of Arts in Accounting from the University of Texas.
Executive Officers
As of the Effective Date, by operation of the Plan, the executive
officers of the Company consisted of the following existing
executive officers: K. Earl Reynolds, Chief Executive Officer;
Joseph O. Evans, Chief Financial Officer and Executive Vice
President; James M. Miller, Senior Vice President - Operations.
Joseph O. Evans
Mr. Evans joined the Company in 2005 as Chief Financial Officer and
Executive Vice President. From 1998 to 2005, Mr. Evans was a
consultant and practiced public accounting with the firm of Evans
Gaither & Assoc. Prior to that time, he served as Senior Vice
President and Financial Advisor for First National Bank of Commerce
in New Orleans. From 1976 to 1997, Mr. Evans worked in the
Oklahoma practice of Deloitte & Touche, where he became an audit
partner. While at Deloitte he was a member of the energy industry
group and was responsible for services on numerous commission
filings for clients. Mr. Evans has instructed numerous continuing
professional education courses focused on compliance with the
Sarbanes Oxley Act. He is a Certified Public Accountant and an
Accredited Petroleum Accountant. Mr. Evans is a graduate of the
University of Central Oklahoma with a Bachelor of Science degree in
Accounting.
James M. Miller
Mr. Miller joined the Company in 1996 as its Operations Engineer.
Since joining the Company, Mr. Miller has been promoted to
positions of increasing responsibility and currently oversees the
Company's production and completion operations as Senior Vice
President of Operations. During this time, he has gained
particular expertise in the area of operating secondary and
tertiary recovery units. Prior to joining the Company, Mr. Miller
worked for KEPCO Operating Inc. as a Petroleum Engineer. From 1987
to 1995, he was employed by Robert A. Mason Production Co. as a
Petroleum Engineer and later as Vice President of Production. He
is a member of the Society of Petroleum Engineers and the American
Petroleum Institute. Mr. Miller attended the University of
Oklahoma and received a Bachelor of Science degree in Petroleum
Engineering.
Indemnification of Directors
As of the Effective Date, the Company entered into indemnification
agreements with each of its directors and executive officers. The
indemnification agreements require the Company to (i) indemnify
these individuals to the fullest extent permitted under Delaware
law against liabilities that may arise by reason of their service
to the Company, and (ii) advance expenses reasonably incurred as a
result of any proceeding against them as to which they could be
indemnified. The Company may enter into indemnification agreements
with any future directors or executive officers.
On the Effective Date, pursuant to the terms of the Plan, the
Company filed the Third Amended and Restated Certificate of
Incorporation of Chaparral Energy, Inc. (the "Certificate of
Incorporation") with the office of the Secretary of State of
Delaware. Also on the Effective Date, and pursuant to the terms of
the Plan, the Company adopted the Amended and Restated Bylaws of
Chaparral Energy, Inc.
About Chaparral Energy Inc.
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total
stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016. The petitions were signed by Mark
Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been requested in the
Chapter 11 cases.
The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in
the
cases.
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior
Notes
due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes
due 2022 issued by the Debtors.
* * *
On March 7, 2017, the Debtors filed with the Bankruptcy Court the
proposed First Amended Joint Plan of Reorganization. On March 10,
the Bankruptcy Court entered an order confirming the Plan, as
modified by the Confirmation Order. On March 21, the Plan became
effective in accordance with its terms, and the Company and its
subsidiaries emerged from the Chapter 11 Cases.
Under the confirmed plan, Chaparral's unsecured bondholders and
general unsecured creditors will own 100% of the company's
ownership interest, subject to some dilution.
CHAPARRAL ENERGY: Post-Effective Date Agreements Disclosed
----------------------------------------------------------
Chaparral Energy, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that on March 21, 2017, the
Company entered into a registration rights agreement with certain
holders of shares of the Company's Class A common stock, par value
$0.01 per share and certain holders of shares of the Company's
Class B common stock, par value $0.01 per share named therein. The
Registration Rights Agreement provides resale registration rights
for the Holders' Registrable Securities.
Pursuant to the Registration Rights Agreement, the Holders have
customary underwritten offering and piggyback registration rights,
subject to the limitations set forth therein. Under their
underwritten offering registration rights, one or more Holders
holding, collectively, at least 20% of the aggregate number of
Registrable Securities have the right to demand that the Company
file a registration statement with the SEC, and further have the
right to demand that the Company effectuate the distribution of any
or all of such Holders' Registrable Securities by means of an
underwritten offering pursuant to an effective registration
statement, subject to certain limitations described in the
Registration Rights Agreement. The Holders' piggyback registration
rights provide that, if at any time the Company proposes to
undertake a registered offering of Common Stock, whether or not for
its own account, the Company must give at least 20 business days'
notice to all Holders of Registrable Securities to allow them to
include a specified number of their shares in the offering.
These registration rights are subject to certain conditions and
limitations, including the Company's right to delay or withdraw a
registration statement under certain circumstances. The Company
will generally pay all registration expenses in connection with its
obligations under the Registration Rights Agreement, regardless of
whether any Registrable Securities are sold pursuant to a
registration statement. The registration rights granted in the
Registration Rights Agreement are subject to customary
indemnification and contribution provisions, as well as customary
restrictions such as blackout periods and, if an underwritten
offering is contemplated, limitations on the number of shares to be
included in the underwritten offering that may be imposed by the
managing underwriter.
Warrant Agreement
On the Effective Date, the Company entered into a warrant agreement
with Computershare, Inc., as warrant agent. On the Effective Date,
pursuant to the terms of the Plan, the Company issued Warrants (the
"Warrants") to purchase up to 140,203 shares of the Company's Class
A common stock, par value $0.01 per share to Mark A. Fischer.
The Warrants are exercisable from the date of the Warrant Agreement
until 5:00 p.m., New York City time, on June 30, 2018. The
Warrants are initially exercisable for one share of Class A common
stock per Warrant at an initial exercise price of $36.78 per share.
All unexercised Warrants will expire, and the rights of the
Warrant Holder to purchase shares of Common Stock will terminate at
5:00 p.m., New York City time on the Expiration Date.
Pursuant to the Warrant Agreement, the Warrant Holder will not, by
virtue of holding or having a beneficial interest in a Warrant,
have the right to vote, to receive dividends, to consent, to
receive notice as a stockholder of the Company in respect of any
meeting of stockholders of the Company, or to exercise any rights
whatsoever as a stockholder of the Company unless, until and only
to the extent the Warrant Holder becomes a holder of record of
shares of Common Stock issued upon exercise of the Warrants.
The number of shares of Common Stock for which a Warrant is
exercisable and the exercise price per share of such Warrant are
subject to adjustment from time to time upon the occurrence of
certain events, including: (i) the increase or decrease by
combination (by reverse stock split or reclassification) or
subdivision (by any stock split or reclassification) of Class A
Common Stock or any distribution by the Company with respect to the
Class A Common Stock in the form of additional Class A Common
Stock; and (ii) the issuance as a dividend or distribution to all
holders of shares of Common Stock of securities, evidences of
indebtedness, assets, cash, rights or warrants.
Upon the occurrence of certain events constituting a
recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's equity
securities or assets or other transaction, in each case that is
effected in such a way that the holders of Common Stock are
entitled to receive (either directly or upon subsequent
liquidation) cash, stock, securities or other assets or property
with respect to or in exchange for Common Stock, other than a
transaction which triggers an adjustment (as described above), the
Warrant Holder will have the right to receive, upon exercise of a
Warrant, the kind and amount of consideration that a holder of one
share of Common Stock would have owned or been entitled to receive
in connection with such event.
The Warrant Holder may elect to exercise the Warrant on a cashless
basis, such that no payment of cash will be required in connection
with such exercise. If cashless exercise is elected, the Company
shall deliver, without any cash payment therefor, the number of
shares of Common Stock equal to the number of Warrant Exercise
Shares (as defined in the Warrant Agreement) multiplied by the
exercise price and divided by the Current Sale Price (as defined in
the Warrant Agreement) of shares of Common Stock on the date of
such cashless exercise.
Stockholders Agreement
On the Effective Date, the Company entered into a Stockholders
Agreement with the holders of its Common Stock named therein to
provide for certain general rights and restrictions for holders of
common stock. These include:
* restrictions on the authority of the board to take certain
actions, including but not limited to entering into (i) a merger,
consolidation, or sale of all or substantially all of the Company's
assets; (ii) an acquisition outside the ordinary course of business
or exceeding $125,000,000; (iii) an amendment, waiver or
modification of the charter documents of the Company; (iv) an
incurrence of new indebtedness that would result in the aggregate
indebtedness of the Company exceeding $650,000,000; and (v) with
certain exceptions, an initial public offering on or prior to
December 15, 2018, in each case without the approval of holders of
at least two-thirds of the Company's outstanding common stock;
* restrictions on the authority of the board to enter into or
terminate affiliate transactions without the approval of a majority
of disinterested members of the board;
* pre-emptive rights granted to holders of at least 0.5% of
the Company's outstanding common stock, allowing those holders to
purchase their pro rata share of any issuances or distributions of
new securities by the Company;
* informational rights;
* registration rights as described in the Registration Rights
Agreement; and
* drag along and tag along rights.
The rights and preferences of each stockholder under the
Stockholders Agreement will generally terminate on the earliest of
(i) the termination of the agreement by the unanimous written
consent of all stockholder of the Company; (ii) the dissolution,
liquidation or winding up of the Company; or (iii) the listing of
the Company's common stock on a U.S. national securities exchange
registered with the Securities and Exchange Commission.
Cancellation of Old Common Stock
On the Effective Date, by operation of the Plan, all agreements,
instruments, and other documents evidencing, relating to or
connected with any equity interests of the Company, including the
outstanding shares of the Company's common stock, par value $0.01
per share, issued and outstanding immediately prior to the
Effective Date, and any rights of any holder in respect thereof,
were deemed cancelled, discharged, and of no force or effect.
Cancellation of Indebtedness
On the Effective Date, by operation of the Plan, all outstanding
obligations under the following notes issued by the Company were
cancelled and the indentures governing such obligations were
cancelled:
* 9.875% Senior Notes due 2020, issued by the Company pursuant
to that certain Indenture, dated as of September 16, 2010, in an
original aggregate principal amount of $300,000,000;
* 8.250% Senior Notes due 2021, issued by the Company pursuant
to that certain Indenture, dated as of February 22, 2011, in an
original aggregate principal amount of $400,000,000; and
* 7.625% Senior Notes due 2022, issued by the Company pursuant
to that certain Indenture, dated as of May 2, 2012, in an original
aggregate principal amount of $550,000,000.
On the Effective Date, as provided by the Plan, the following
credit agreement was amended and restated as the Credit Agreement,
and the obligations owing to the lenders under the Prepetition
Credit Agreement were converted to obligations under the Credit
Agreement:
* Eighth Restated Credit Agreement, dated as of April 12,
2010, by and among the Company, its subsidiaries party thereto, the
Prepetition Credit Agreement Agent (as defined in the Plan), and
the lenders party thereto, as amended, supplemented, or modified
from time to time prior to the Petition Date.
Unregistered Sale of Equity Securities
On the Effective Date, all existing shares of common stock of the
Company were cancelled pursuant to the Plan, and the Company issued
(i) 37,125,000 shares of Class A common stock, (ii) 7,875,000
shares Class B common stock, and (iii) 140,023 warrants to purchase
Class A common stock. The Plan provides for the following
distributions of Common Stock on the Effective Date:
* the issuance of 100% of the Class A common stock and Class B
common stock, subject to dilution as set forth in the Plan Term
Sheet (including the Noteholders Rights Offering) attached as
Exhibit G to the Plan, to the holders of Unsecured Notes claims and
allowed general unsecured claims (including allowed royalty payment
litigation claims); including;
* the issuance of approximately 4,200,000 shares of Class A
common stock to Rights Offering Purchasers (as defined below); and
* the issuance of approximately 367,000 shares of Class A
common stock to Backstop Parties.
On the Effective Date, the Company completed a rights offering
backstopped by certain holders of the Company's noteholders which
generated approximately $50,000,000 of gross proceeds and resulted
in the issuance of shares of Common Stock representing
approximately nine percent of outstanding shares of Common Stock to
holders of claims arising under certain of the Company's notes,
certain general unsecured claims and to the Backstop Parties. The
Confirmation Order and Plan provide for the exemption of the offer
and sale of the shares of Common Stock of the Company issued
pursuant to the bullet points above, except for 154,620 shares
issued to the Backstop Parties, and the Warrants (including shares
of Common Stock issuable upon the exercise thereof) from the
registration requirements of the Securities Act of 1933 (the
"Securities Act") pursuant to Section 1145(a)(1) of the Bankruptcy
Code. Section 1145(a)(1) of the Bankruptcy Code exempts the offer
and sale of securities under the Plan from registration under
Section 5 of the Securities Act and state laws if certain
requirements are satisfied. The resale of the shares of Common
Stock issued pursuant to the bullet points above, except for
154,620 shares issued to the Backstop Parties, is also exempt from
registration under Section 5 of the Securities Act pursuant to
Section 1145(a)(1) of the Bankruptcy Code.
The 154,620 shares of Common Stock issued to the Backstop Parties
were issued and sold pursuant to an exemption from the registration
requirements of the Securities Act under Section 4(a)(2)
thereunder. These shares of Common Stock issued to the Backstop
Parties have not been registered under the Securities Act or
applicable state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.
On the Effective Date, all previously issued and outstanding shares
of the Company's common stock were cancelled and the Company issued
shares of Common Stock to certain of its creditors pursuant to the
Plan.
About Chaparral Energy Inc.
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total
stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016. The petitions were signed by Mark
Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been requested in the
Chapter 11 cases.
The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in
the
cases.
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior
Notes
due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes
due 2022 issued by the Debtors.
* * *
On March 7, 2017, the Debtors filed with the Bankruptcy Court the
proposed First Amended Joint Plan of Reorganization. On March 10,
the Bankruptcy Court entered an order confirming the Plan, as
modified by the Confirmation Order. On March 21, the Plan became
effective in accordance with its terms, and the Company and its
subsidiaries emerged from the Chapter 11 Cases.
Under the confirmed plan, Chaparral's unsecured bondholders and
general unsecured creditors will own 100% of the company's
ownership interest, subject to some dilution.
CHEDDAR'S RESTAURANT: S&P Puts 'B' CCR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings placed its ratings on the casual restaurant
operator Cheddar's Restaurant Holdings Corp. including its 'B'
corporate credit rating on CreditWatch with positive implications
following its announcement that U.S.-based Darden Restaurants Inc.
(BBB/Stable/--), a multi-brand restaurant operator, is acquiring
the company.
"The CreditWatch placement follows Cheddar's announcement that it
has signed a definitive agreement to be acquired in a $780 million
transaction by the multi-brand restaurant operator Darden," said
S&P Global Ratings credit analyst Olya Naumova. The transaction is
aimed at further diversifying Darden's portfolio of restaurant
brands that include Olive Garden, LongHorn Steakhouse, Yard House,
and others. Before the acquisition, S&P expected Cheddar's
leverage to moderately decline to the mid- to high-5x range in 2017
from the high-5x area in 2016. S&P expects the transaction to
close in the next three months.
S&P will likely resolve the CreditWatch placement within the next
three months following the completion of the transaction. Assuming
the transaction closes and all debt at Cheddar's is repaid, S&P
will likely withdraw all its ratings. If the transaction does not
close, S&P would likely affirm the current 'B' rating on Cheddars.
CHINA FISHERY: Wants Exclusivity Extended for Another 9 Months
--------------------------------------------------------------
China Fishery Group Limited (Cayman), et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York a third
motion seeking extension of their exclusive periods.
The Debtors are seeking an extension of their exclusive periods to
file a Chapter 11 plan and solicit acceptances of that plan through
and including December 30, 2017, and February 28, 2018,
respectively.
According to the Debtors, the Chapter 11 Trustee has advised them
that he believes a nine-month extension of the Exclusive Periods is
necessary to achieve the best possible value for creditors of CFG
Peru Investments Pte. Limited (Singapore) ("CFG Peru Singapore").
The Detbors reiterate that the Peruvian Fishmeal Operating
Companies are their most significant asset and will be the
cornerstone of any potential restructuring. The Debtors and Chapter
11 Trustee have agreed to work together on sharing information and
keeping open lines of communication.
Moreover, on January 4, 2017 -- at the hearing on the Debtors' last
request to extend exclusivity -- the Chapter 11 Trustee indicated
that he would issue a report on the finances and operations of the
Peruvian Fishmeal Operating Companies. The Chapter 11 Trustee's
report will be valuable to all parties, including the Debtors, in
evaluating the best path for the Peruvian Fishmeal Operating
Companies and, as a result, the rest of the Debtors.
The Debtors assert that although they have made progress in the
prosecution of their Chapter 11 Cases, it is clear that additional
time is necessary to resolve a number of remaining contingencies,
including: (a) the Chapter 11 Trustee's efforts to normalize the
operations of the Peruvian Fishmeal Operating Companies and analyze
the value thereof; (b) the issuance of the Chapter 11 Trustee's
report; (c) issuance of a report by RSM Corporate Advisory (Hong
Kong) Limited, the forensic accountant conducting an investigation
on behalf of the independent review committees of the Pacific Andes
International Holdings Limited (Bermuda) (or "PAIH") and Pacific
Andes Resources Development Limited (Bermuda) (or "PARD") boards of
directors; (d) analyzing intercompany claims; (e) analyzing filed
claims; and (f) formulating, negotiating, and implementing a
restructuring plan with the collaboration of the Chapter 11 Trustee
and key economic stakeholders.
The Debtors currently have exclusivity to file a plan until March
31, absent an extension.
A hearing for April 12 has been set to consider the Debtors'
request.
About China Fishery Group
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; and RSR
Consulting LLC as restructuring consultant.
On November 10, 2016, William Brandt, Jr. was appointed as Chapter
11 trustee for CFG Peru Investments Pte. Limited (Singapore), one
of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP serves
as special litigation counsel.
COBALT INTERNATIONAL: Ernst & Young LLP Casts Going Concern Doubt
-----------------------------------------------------------------
Cobalt International Energy, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
a net loss of $2.34 billion on $16.80 million of revenues for the
fiscal year ended December 31, 2016, compared to a net loss of
$694.43 million on $nil of revenues for the fiscal year ended
December 31, 2015.
Ernst & Young LLP issued a going concern qualification on the
consolidated financial statements for the year ended December 31,
2016, stating that the Company has near–term liquidity
constraints that raises substantial doubt about its ability to
continue as a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $2.23 billion, total liabilities of $3.07 billion, and a
stockholders' equity of -$841.33 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/prZpXR
About Cobalt International
Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico. In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field. The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development. The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.
CPI HOLDCO: Change in Debt Mix No Impact on Moody's B3 CFR
----------------------------------------------------------
Moody's Investors Service says that the $25 million change in debt
mix between the first lien senior secured term loan and the second
lien senior secured term loan of CPI Holdco, LLC, the holding
parent of Cole-Parmer Instrument Company, LLC (interchangeably
called "Cole-Parmer") has no immediate impact on the ratings of the
company. The first lien senior secured term loan's size has
increased to $435 million from the proposed level of $410 million
and the second lien senior secured term loan's size has decreased
to $155 million from the proposed level of $180 million. All
ratings, including the B3 Corporate Family Rating and the stable
outlook, are unchanged.
"The change in debt mix does not materially impact Cole-Parmer's
credit metrics or liquidity," said Prateek Reddy, Moody's lead
analyst.
The following ratings are unchanged:
Issuer: CPI Holdco, LLC
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$40 Million Senior Secured First Lien Revolving Credit Facility due
2022, B2 (LGD3)
$435 Million Senior Secured First Lien Term Loan due 2024, B2
(LGD3)
$155 Million Senior Secured Second Lien Term Loan due 2025, Caa2
(LGD5)
Outlook, Stable
Cole-Parmer is a global distributor and manufacturer of specialty
products that control, measure, transfer and test fluids, solids
and gases. The company's revenue for 2016 is estimated to be about
$343 million. Following the recent leveraged buyout, Golden Gate
Capital owns Cole-Parmer.
CROWNROCK LP: S&P Retains 'B+' Rating on Sr. Unsecured Debt
-----------------------------------------------------------
S&P Global Ratings said that it revised its recovery rating on
Midland, Texas-based oil and gas exploration and production (E&P)
company CrownRock L.P. to '3' from '4'. The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.
The 'B+' issue-level rating on the company's senior unsecured debt
is unchanged. The corporate credit rating remains 'B+'. The
outlook remains stable.
The revised recovery rating incorporates an updated estimate of
proved reserve value. S&P based its valuation on a
company-provided, year-end-2016 PV10 report using our recovery
price deck assumptions of $50 per barrel for West Texas
Intermediate crude oil and $3.00 per million Btu for Henry Hub
natural gas.
RATINGS LIST
CrownRock L.P.
Corporate credit rating B+/Stable/--
Issue-Level Rating Affirmed; Recovery Rating Revised
To From
CrownRock L.P.
CrownRock Finance Inc.
Senior Unsecured B+ B+
Recovery Rating 3(55%) 4(45%)
CRYSTAL ENTERPRISES: Taps Claxton & Company as Accountant
---------------------------------------------------------
Crystal Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire an accountant.
The Debtor proposes to hire Claxton & Company P.C. to prepare its
tax returns, provide expert testimony, assist in the preparation of
income projections and analysis for its bankruptcy plan, and
provide other services.
Mac Claxton, a certified public accountant employed with the firm,
will provide initial services, which include preparing the Debtor's
balance sheets and income statements for the period 2015 to 2017.
The cost for the work will be at the discounted rate of $150 per
hour for an estimated total of 40 hours.
Mr. Claxton disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
Claxton & Company can be reached through:
Mac N. Claxton, CPA
Claxton & Company P.C.
7500 Greenway Center Drive, Suite 1100
Greenbelt, MD 20770
Phone: (301)313-0777
Email: info@claxtoncpa.com
About Crystal Enterprises
Crystal Enterprises, Inc. is in the business of operating a food
service company and is located in Glenn Dale, Maryland.
Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-22565), on Sept. 19, 2016. The petition was signed by
Sandra Thurman Custis, president. The case is assigned to Judge
Wendelin I. Lipp. At the time of filing, the Debtor disclosed
total assets of $114,844 and total liabilities of $3.36 million.
The Debtor is represented by Rowena Nicole Nelson, Esq., at the
Law Office of Rowena N. Nelson, LLC.
No trustee or examiner has been appointed in this case and no
official committees have yet been appointed.
On February 20, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.
Under the plan, general unsecured creditors are expected to recover
13% of their claims.
CURTIS JAMES JACKSON: Wants R. Byron Hord & Curtis Scoon Sanctioned
-------------------------------------------------------------------
Kevin Penton, writing for Bankruptcy Law360, reports that rapper
Curtis James Jackson III aka 50 Cent asked a Connecticut federal
court to sanction two television writers who accused him of
stealing their pilot script for what purportedly became the Starz
show "Power," as they sued him after the June 23, 2016 deadline
passed for filing claims against him in a bankruptcy case.
According to a September 2016 report by Victoria Bekiempis at the
New York Daily News, writers R. Byron Hord and Curtis Scoon claimed
they wrote a pilot script for a TV show called "Dangerous" in late
2009.
Curtis James Jackson, III, aka 50 Cent, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on
July 13, 2015.
In July 2016, U.S. bankruptcy court judge approved a Chapter 11
reorganization plan for 50 Cent. Melissa Daniels, writing for
Bankruptcy Law360, reported that the bankruptcy plan requires
Jackson to pay $18 million to Sleek Audio to settle a judgment, $6
million to a woman who won a jury award against him in a sex tape
scandal and about $4 million to settle a guarantee claim with Sun
Trust Bank, among paying off other creditors over a five-year
period.
As reported by the Troubled Company Reporter on Feb. 8, 2017, The
American Bankruptcy Institute, citing The Associated Press,
reported that U.S. Bankruptcy Judge Ann Nevins discharged Mr.
Jackson's bankruptcy case.
DELTAVILLE BOATYARD: Taps Dunton Simmons as Special Counsel
-----------------------------------------------------------
Deltaville Boatyard, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Dunton, Simmons
& Dunton, LLP as its special counsel.
Dunton will provide legal services to Deltaville and its affiliates
regarding litigation, corporate and transactional matters.
E. Stanley Murphy, Esq., the attorney expected to represent the
Debtors, will charge an hourly rate of $350. His legal assistant
Kelley Hargove will charge $75 per hour.
Dunton is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
E. Stanley Murphy, Esq.
Dunton, Simmons & Dunton, LLP
678 Rappahannock Drive, P.O. Box 5
White Stone, VA 22578
Tel: 804-435-5069
Email: esmurphy@dsdlaw.com
About Deltaville Boatyard LLC
Boatyard Rentals, LLC, Deltaville Marina, LLC, and Deltaville
Boatyard, LLC filed chapter 11 petitions (Bankr. Case Nos.
16-35389, 16-35390, and 16-35974, respectively) on November 2,
2016. The petitions were signed by Kieth Ruse, manager. The
Debtors are represented by Paula S. Beran, Esq. at Tavenner &
Beran, PLC.
Boatyard Rentals, LLC's case is assigned to Judge Keith L.
Phillips. Deltaville Marina, LLC's case is assigned to Judge Kevin
R. Huennekens. Deltaville Boatyard, LLC's case is assigned to Judge
Keith L. Phillips.
Boatyard Rentals, LLC estimated assets of less than $1 million
and liabilities of $1 million to $10 million. Deltaville Marina,
LLC estimated both assets and liabilities of $1 million to $10
million at the time of the filing. Deltaville Boatyard, LLC
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.
DELTAVILLE BOATYARD: Taps Guy C. Crowgey as Special Counsel
-----------------------------------------------------------
Deltaville Boatyard, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Guy C. Crowgey,
P.C. as its special counsel.
Crowgey will provide legal services to Deltaville and its
affiliates regarding matters related to tax obligations and
reporting. These services include the monitoring and placement of
installment agreement that has previously been negotiated by IRS
appeals.
Guy Crowgey, Esq. and Robert Vaughn, III, Esq., the attorneys
expected to represent the Debtors, will charge $425 per hour and
$195 per hour, respectively.
Crowgey is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Guy C. Crowgey
Guy C. Crowgey, P.C.
dba Crowgey & Associates
1108 E. Main St., Suite 600
Richmond, VA 23219
Phone: (804) 788-1700
Fax: (804) 788-1337
About Deltaville Boatyard LLC
Boatyard Rentals, LLC, Deltaville Marina, LLC, and Deltaville
Boatyard, LLC filed chapter 11 petitions (Bankr. Case Nos.
16-35389, 16-35390, and 16-35974, respectively) on November 2,
2016. The petitions were signed by Kieth Ruse, manager. The
Debtors are represented by Paula S. Beran, Esq. at Tavenner &
Beran, PLC.
Boatyard Rentals, LLC's case is assigned to Judge Keith L.
Phillips. Deltaville Marina, LLC's case is assigned to Judge Kevin
R. Huennekens. Deltaville Boatyard, LLC's case is assigned to Judge
Keith L. Phillips.
Boatyard Rentals, LLC estimated assets of less than $1 million
and liabilities of $1 million to $10 million. Deltaville Marina,
LLC estimated both assets and liabilities of $1 million to $10
million at the time of the filing. Deltaville Boatyard, LLC
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.
DIAMOND MIDCO: S&P Assigns 'B+' Rating on Proposed $50MM Revolver
-----------------------------------------------------------------
S&P Global Ratings assigned a 'B+' issue-level rating and '2'
recovery rating to U.K.-based capital markets workflow solutions
and data analytics provider Diamond Midco Ltd.'s (B/Stable/--)
proposed $50 million revolver due April 2022 and $328.3 million
term loan B due April 2024. The '2' recovery rating indicates
S&P's expectation of substantial (70% to 90%; rounded estimate:
70%) recovery in the event of a default. The revolver will be
undrawn at transaction close.
Diamond Midco intends to use the proceeds to repay the existing
term loan B due in 2021. Upon repayment, S&P would withdraw the
ratings.
RATINGS LIST
Diamond Midco Ltd.
Corporate Credit Rating B/Stable/--
New Rating
Diamond Midco Ltd.
$50 mil. revolver due 2022
Senior Secured B+
Recovery Rating 2 (70%)
$328.3 mil. term loan B due 2024
Senior Secured B+
Recovery Rating 2 (70%)
DISTRICT OF COLUMBIA: Moody's Corrects Rating on 2011B Bonds to Ba2
-------------------------------------------------------------------
Moody's Investors Service is correcting the rating on the District
of Columbia, Revenue Bonds (The Howard University Issue), Series
2011B (Taxable), CUSIP 25483VEC4 to Ba2 from Ba1 to reflect that
this CUSIP relates to the District of Columbia, Revenue Bonds (The
Howard University Issue), Series 2011B (Taxable) sale (rated Ba2).
Due to an internal administrative error, this CUSIP was previously
linked to the Howard University (DC), Taxable Bonds, Series 2016
(Bank Bonds) sale (rated Ba1).
DN REAL ESTATE: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: DN Real Estate Services & Acquisitions, LLC
2020 Howell Mill Rd
Suite D - 199
Atlanta, GA 30318
Case No.: 17-55587
Business Description: Newmans REI Group is an established
residential real estate re-development
company. Newmans specializes in residential
1-4 unit investment properties in all urban
and suburban neighborhoods. The Company's
vision is to improve the overall quality of
living and to increase the value of real
estate in its target markets. The Company
builds value by rehabilitating properties in
significant need of repairs as well as taken
upon new constructions projects as well.
Newmans Real Estate and Investment group is
continually growing by increasing the number
of projects in its primary areas of business
and extending its geographic reach
throughout the Southeast. The Company was
founded by Cortney Newmans.
Web site: http://www.newmansreigroup.com/
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Howard P. Slomka, Esq.
SLOMKA LAW FIRM
2nd Floor
1069 Spring Street, NW
Atlanta, GA 30309
Tel: 678-732-0001
Fax: 888-259-6137
E-mail: shawn@slomkalawfirm.com
Total Assets: $937,964
Total Liabilities: $1.12 million
The petition was signed by Cortney Newmans, member.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at:
http://bankrupt.com/misc/ganb17-55587.pdf
EAST VILLAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
East Village Properties LLC 17-22453
777 Third Avenue, 17th Floor
New York, NY 10017
223 East 5th Street LLC 17-22454
223 East 5th Street
New York, NY 10003
229 East 5th Street LLC 17-22455
229 East 5th Street
New York, NY 10003
231 East 5th Street LLC 17-22456
233 East 5th Street LLC 17-22457
235 East 5th Street LLC 17-22458
228 East 6th Street LLC 17-22459
66 East 7th Street LLC 17-22460
27 St Marks Place LLC 17-22461
334 East 9th Street LLC 17-22462
253 East 10th Street LLC 17-22463
325 East 12th Street LLC 17-22464
327 East 12th Street LLC 17-22465
329 East 12th Street LLC 17-22467
510 East 12th Street LLC 17-22468
514 East 12th Street LLC 17-22469
Type of Business: Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)
The Debtors own properties with these addresses:
Property Owner Property Address
-------------- ----------------
223 East 5th Street LLC 223 East 5th Street, NY
229 East 5th Street LLC 229 East 5th Street, NY
231 East 5th Street LLC 231 East 5th Street, NY
233 East 5th Street LLC 233 East 5th Street, NY
235 East 5th Street LLC 235 East 5th Street, NY
228 East 6th Street LLC 228 East 6th Street, NY
66 East 7th Street LLC 66 East 7th Street, NY
27 St Marks Place LLC 27 St Mark Place, NY
334 East 9th Street LLC 334 East 9th Street, NY
253 East 10th Street LLC 253 East 10th Street, NY
325 East 12th Street LLC 325 East 12th Street, NY
327 East 12th Street LLC 327 East 12th Street, NY
510 East 12th Street LLC 510 East 12th Street, NY
514 East 12th Street LLC 514 East 12th Street, NY
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtors' Counsel: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK, P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Fax: (212) 956-2164
E-mail: amg@robinsonbrog.com
Estimated Estimated
Assets Liabilities
---------- -----------
East Village Properties LLC $0-$50K $0-$50K
223 East 5th Street LLC $0-$50K $100M-$500M
229 East 5th Street LLC $0-$50K $100M-$500M
The petitions were signed by David Goldwasser, authorized signatory
of GC Realty Advisors LLC, manager.
The Debtors did not include a list of their largest unsecured
creditors when they filed the petitions.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/nysb17-22453.pdf
http://bankrupt.com/misc/nysb17-22454.pdf
http://bankrupt.com/misc/nysb17-22455.pdf
The Debtors are affiliates of these entities which have earlier
sought bankruptcy protection in New York (Bankr. S.D.N.Y.):
Entity Petition Date Case No.
------ ------------- --------
AC I Inv Manahawkin LLC 6/04/14 14-22793
AC I Toms River LLC 1/08/16 16-22023
BCH Capital LLC 3/15/17 17-22384
Cypress Way LLC 3/15/17 17-22383
Romad Realty Inc. 9/28/15 15-20007
West 41 Property LLC 3/25/16 16-22393
EVERETT'S AUTOMOTIVE: Wants to Use Liberty Bank Cash Collateral
---------------------------------------------------------------
Everett's Automotive, LLC requests the U.S. Bankruptcy Court for
the Northern District of Illinois to use cash collateral.
The Debtor has obtained extensions of credit and other financial
accommodations from Liberty Bank and Trust, as successor in
interest to Covenant Bank, in the approximate amount of $255,347,
as of the Petition Date. The payment of the indebtedness is secured
by, among other things, cash, accounts receivable, inventory,
equipment and proceeds generated by the use, lease or sale of the
foregoing assets.
Accordingly, the Debtor proposes to grant Liberty Bank a
replacement lien on post-petition cash, accounts receivable and
accounts not to exceed the secured value of Liberty Bank's claim as
it existed on the date of filing of the petition.
In addition to the replacement lien, the Debtor proposes to pay
Liberty Bank approximately $4,042 per month as additional adequate
protection commencing April 1,2017, and continuing each month
thereafter until further order of the Court.
A full-text copy of the Debtor's Motion, dated March 20, 2017, is
available at https://is.gd/eQgdOG
The Debtor is represented by:
Joel A. Schechter, Esq.
Law Offices of Joel A. Schechter
53 W. Jackson Blvd., Suite 1522
Chicago, IL 60604
Phone: (312) 332-0267
About Everett's Automotive, LLC
Everett's Automotive, LLC is a limited liability company engaged in
the business of providing automotive services to the general public
as Midas Auto Service franchisee located at 656 West Lincoln
Highway, Chicago Heights, IL 60411.
Everett's Automotive, LLC filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-07795), on March 13, 2017. The Petition was signed
by Andrea Brown, Member. The case is assigned to Judge LaShonda A.
Hunt. The Debtor is represented by Joel A. Schechter, Esq. at the
Law Offices of Joel A. Schechter. At the time of filing, the Debtor
had less than $50,000 in estimated assets and $500,000 to $1
million in estimated liabilities.
No trustee or committee of unsecured creditors has been appointed
by the U.S. Trustee.
FLORIDA EAST: S&P Puts 'B-' CCR on CreditWatch Positive
-------------------------------------------------------
S&P Global Ratings said that it has placed all of its ratings on
Florida East Coast Holdings Corp., including S&P's 'B-' corporate
credit rating, on CreditWatch with positive implications.
"The CreditWatch positive placement follows higher-rated Grupo
Mexico S.A.B. de C.V.'s announcement that it has agreed to buy
Florida East Coast Holdings for $2.1 billion," said S&P Global
credit analyst Tatiana Kleiman. "The transaction is subject to
customary regulatory approvals."
S&P plans to resolve the CreditWatch positive placement after the
transaction closes. At that point, S&P will likely withdraw all of
its ratings on Florida East Coast if the company's rated debt is
repaid.
G.F.M. OPERATIONS: Former Landlords Seek Ch. 11 Trustee Appointment
-------------------------------------------------------------------
The former landlords, Bodwin, Ltd., and Seabase Florida Corp., ask
the U.S. Bankruptcy Court for the Southern District of Florida to
enter an order directing the appointment of a Chapter 11 Trustee
for G.F.M. Operations, Inc.
Bodwin is the owner of a certain real property referred to as the
"Flea Market." Seabase is the owner of a certain real property
referred as the "Parking Annex." The Debtor and the former
landlords agreed to numerous extensions and amendments of the Flea
Market Lease and Parking Annex Lease, extending the terms of each
and amending the amount of rent due, through the end of 2016.
Accordingly, the Flea Market Lease and Parking Annex Lease expired
by their own terms on December 31, 2016, and the Debtor has failed
and refused to peaceably vacate the properties. The Debtor is
currently in unlawful possession of the real property and has
accumulated past due rent of over $1.5 million to the former
landlords that continues to accrue due to the Debtor's continued
unlawful possession of the Real Proeprty.
According to the Landlords, the appointment of a Chapter 11 Trustee
is appropriate based on the level of bad faith, inconsistency and
incompetence exhibited by the Debtor prepetition and during the
early stages of the Chapter 11 proceedings. Absent the immediate
appointment of a Chapter 11 Trustee, the former landlords will be
at great risk that the Debtor's insiders will abscond with the
former landlords' remaining cash collateral or otherwise dissipate
assets of the bankruptcy estate. Thus, it is absolutely in the
best interests of creditors to appoint a Chapter 11 Trustee.
The former landlords are represented by:
Eyal Berger, Esq.
AKERMAN LLP
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, FL 33301-2229
Phone: (954) 463-2700
Fax: (954) 463-2224
Email: eyal.berger@akerman.com
G.F.M. Operations, Inc. filed the Chapter 11 petition (Bankr. S.D.
Fla. Case No. 17-13067) on March 15, 2017, and is represented by
Ben R. Hetfeld, Esq.
GABEL LEASE: Disclosure Statement Hearing Set for May 11
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas is set to hold
a hearing on May 11, at 10:30 a.m., to consider approval of the
disclosure statement, which explains the Chapter 11 plan of Gabel
Lease Service, Inc.
The hearing will take place at the U.S. Courthouse, 401 North
Market Room 150, Wichita, Kansas. Objections are due by May 4.
The Plan provides that Class 4 consists of the general unsecured
claims -- totaling $1,335,791.33. The Debtor plans to pay all
allowed unsecured claims in full over the next five years. Based
on GLS's analysis, unsecured creditors would receive approximately
$558,469.10 if GLS's assets were liquidated in a Chapter 7 case.
Initially, Brian L. Gabel proposes to re-purchase his equity
interest in GLS with the cash contribution of $250,000.00. After
the administrative claims are paid in full, the unsecured
creditors
will receive their Pro Rata share of Brian's cash contribution;
unless the Court determines that GLS has an executory contract
with
Larson. If the Court rules in GLS's favor, GLS intends to use the
capital contribution to provide Larson Engineering, Inc., with
adequate assurance of performance. This would eliminate Larson's
large unsecured claim and allow the other remaining unsecured
creditors to be paid in full from GLS's disposable income over the
next five years.
Classes 1 and 2 consist of the secured claims of First State Bank
and JDF. GLS seeks to re-amortize these secured claims over a
period of years and make monthly payments to these creditors until
the debt is satisfied.
Class 3 consists of the priority claim of the IRS. GLS intends to
pay the IRS's claim within 120 days from the Effective Date of the
Plan from available cash flow.
Class 5 consists of general, unsecured claims of statutory
insiders; specifically, SPMC, Barracuda, Piranha, G.A.B.S., Alex
Gabel Family Trust, the Alex Gabel Jr. Testamentary Trust #1, and
Carolyn Gabel. GLS does not propose to distribute any funds under
the Plan to these statutory insiders.
Finally, Class 6 consists of the Interest Holders in GLS. Brian is
the sole Interests Holder of GLS. Brian proposes to retain his
interest in GLS by making a cash contribution of $250,000.00.
Other
than his regular, ongoing wages, Brian will not receive a
distribution under the Plan, but will retain his interest in GLS.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ksb16-11948-163.pdf
About Gabel Lease Service
Gabel Lease Service, Inc. operates as a roustabout company in and
around Ness City, Kansas. GLS also sells pumping units to
customers. Due to the current economic climate, GLS's business
suffered a significant decrease in cash flow. The drop in
oil-and-gas prices has decreased the frequency in which GLS
provides roustabout services to customers and decreased the number
of customers willing to purchase pumping units from GLS.
Early 2016, Larson Engineering, Inc., d/b/a Larson Operating Co.,
filed suit against GLS in Ness County District Court, alleging that
it purchased 28 Gabel pumping units in 2008 and 2009 from GLS and
took delivery of only 5 pumping unit over a 5-year period.
Eventually, on Dec. 7, 2015, Larson claims it demanded the delivery
of the remaining units and filed suit when GLS failed to do so.
Facing the Larson Suit and other cash-flow problems, Gabel Lease
Service filed a Chapter 11 petition (Bankr. D. Kan. 16-11948) on
Oct. 5, 2016. The petition was signed by Brian Gabel, president.
At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million in estimated
liabilities.
The case is assigned to Judge Robert E. Nugent. The Debtor is
represented by Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC.
The Debtor hired Keenan Law Firm, P.A. as special counsel; and
Adams, Brown, Beran & Ball, Chtd. as its accountant.
On November 21, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired Tom
R. Barnes II, Esq., at Stumbo Hanson, LLP as its legal counsel.
GENERAL WIRELESS: Russell R. Johnson III Represents Utilities
-------------------------------------------------------------
Russell R. Johnson III, Esq., of the Law Firm of Russell R. Johnson
III, PLC, filed with the U.S. Bankruptcy Court for the District of
Delaware a verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure, disclosing its multiple
representations in the General Wireless Operations Inc., et al.
Chapter 11 cases of utility companies that provided prepetition
utility goods/services to the Debtors, and continue to provide
postpetition utility goods/services to the Debtors.
The Utilities include:
A. American Electric Power
Attn: Gregory Holland
40 Franklin Road
P.O. Box 2021
Roanoke, VA 24022-2121
B. Commonwealth Edison Company
PECO Energy Company
Attn: Merrick Friel
Exelon Corporation
2301 Market Street, 823-1
Philadelphia, PA 19103
C. Consolidated Edison Company of New York, Inc.
Attn: Leon Z. Mener, Esq.
4 Irving Place - Room 18758
New York, NY 10003
D. Georgia Power Company
Attn: Jim Maynard
2500 Patrick Henry Parkway
McDonough, GA 30253
E. New York State Electric and Gas Corporation
Attn: Kelly Potter
James A. Carrigg Center
Bankruptcy Department
18 Link Drive
Binghamton, NY 13904
F. The Connecticut Light and Power Company
NStar Electric & Gas Corporation
Public Service Company of New Hampshire
Western Massachusetts Electric Company
Yankee Gas Services Company
Attn: Honor 8. Heath, Esq.
Eversource Energy
107 Selden Street
Berlin, CT 06037
G. Public Service Electric and Gas Company
Attn: Suzanne Klar, Esq.
80 Park Plaza, TSD
Newark, NJ 07102-0570
H. Rochester Gas and Electric Corporation
Attn: Patricia Cotton
89 East Avenue
Rochester, NY 14649 A
I. Salt River Project
Attn: Diana Greer/ISB 231
2727 E. Washington Street
Phoenix, AZ 85034-1403
J. San Diego Gas & Electric Company
Attn: A.J. Moreno
Bankruptcy Specialist
8326 Century Park Court
San Diego, CA 92123
K. Virginia Electric and Power Company dba
Dominion Virginia Power
Attn: Sherry Ward
701 East Cary St.
One James River Plaza, 19ulfloor
Richmond, VA 23219
L. The Cleveland Electric Illuminating Company
Jersey Central Power & Light Company
Metropolitan Edison Company
Monongahela Power Company
Ohio Edison Company
Pennsylvania Electric Company
Pennsylvania Power Company
Potomac Edison Company
West Penn Power Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main Street, A-GO-l5
Akron, OH 44308
M. Boston Gas Company
KeySpan Gas East Corporation
Massachusetts Electric Company
Narragansett Electric Company
Niagara Mohawk Power Corporation
Attn: Christopher S. Aronson
Senior Counsel
National Grid
40 Sylvan Road
Waltham, MA 20451
N. The East Ohio Gas Company dba Dominion East Ohio
Attn: Lessie M. Jones, Esq.
1201 East 55th Street
Cleveland, OH 44103
The nature and the amount of claims (interests) of the Utilities,
and the times of acquisition thereof are:
(a) The Connecticut Light and Power Company, Consolidated
Edison Company of New York, Inc., NStar Electric & Gas
Corporation, Public Service Company of New Hampshire,
Public Service Electric and Gas Company, Western
Massachusetts Electric Company, Yankee 1 Gas Services
Company, The Cleveland Electric Illuminating Company,
Jersey Central Power & Light Company, Potomac Edison
Company, The East Ohio Gas Company dba Dominion East
Ohio Boston Gas Company, KeySpan Gas East Corporation,
Massachusetts Electric Company, Narragansett Electric
Company have unsecured claims against the above-referenced
Debtors arising from prepetition utility usage.
(b) American Electric Power, Commonwealth Edison Company,
Georgia Power Company, New York State Electric and Gas
Corporation, PECO Energy Company, Salt River Project,
Virginia Electric and Power Company dba Dominion Virginia
Power, Rochester Gas and Electric Corporation,
Metropolitan Edison Company, Monongahela Power Company,
Ohio Edison Company, Pennsylvania Electric Company,
Pennsylvania Power Company, West Penn Power Company and
Niagara Mohawk Power Corporation held prepetition deposits
which secured all prepetition debt.
The Firm was retained to represent the foregoing Utilities in March
2017. The circumstances and terms and conditions of employment of
the Firm by the Utilities is protected by the attorney-client
privilege and attorney work product doctrine.
The Firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin Sabot, VA 23103
Tel: (804)-749-8861
About General Wireless Operations
Based in Fort Worth, Texas, General Wireless Operations Inc., doing
business as RadioShack -- http://www.RadioShack.com-- operates a
chain of electronics stores. Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores. In March 2015, Standard General
affiliate General Wireless won court approval to purchase
RadioShack Corp.'s assets, gaining ownership of around 1,700
RadioShack locations. Two years later, General Wireless commenced
its own bankruptcy case, announcing plans to close 200 of 1,300
remaining stores.
General Wireless Operations Inc., and its affiliates based in Ft.
Worth, TX, filed a Chapter 11 petition (Bankr. D. Del. Lead Case
No. 17-10506) on March 8, 2017. Pepper Hamilton LLP, as counsel,
Jones Day as co-counsel, Prime Clerk, LLC as claims and noticing
agent, Loughlin Management Partners & Company, Inc.
In its petition, the Debtor estimated $100 million to $500 million
in both assets and liabilities. The petition was signed by
Bradford Tobin, SVP, general counsel.
GYMBOREE CORP: Debt Obligations Raise Going Concern Doubt
---------------------------------------------------------
The Gymboree Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $324.93 million on $356.83 million of total net sales
for the 13 weeks ended January 28, 2017, compared to a net income
of $48.76 million on $381.40 million of total net sales for the 13
weeks ended January 30, 2016.
The Company's balance sheet at January 28, 2017, showed total
assets of $755.50 million, total liabilities of $1.36 billion,
resulting in a stockholders' deficit of $609.15 million.
The Company had a loss from continuing operations of $324.9 million
and $335.8 million during the 13 weeks and 26 weeks ended January
28, 2017, respectively. Accumulated deficit increased to $1.1
billion as of January 28, 2017. The Company's net cash used in
operating activities was $23.1 million during the 26 weeks ended
January 28, 2017. As of January 28, 2017, cash and cash
equivalents was $22.1 million and restricted cash was $73.0
million.
Cash and cash equivalents and forecasted cash flows from operations
are not sufficient to meet such obligations that will mature over
the next 12 months from March 14, 2017. In addition, future
borrowings may not be available or may not be sufficient to enable
the Company to pay its indebtedness or to fund its working capital
needs over the next 12 months.
The Company must refinance all or a portion of its indebtedness in
order to sustain its liquidity requirements. If the Company is
unable to refinance its indebtedness, or obtain funds necessary to
meet required repayments of its indebtedness, or if it otherwise
fails to comply with the various covenants in the instruments
governing its indebtedness, the Company would be in default under
the terms of the agreements governing such indebtedness. In
addition, if the Company's independent registered public accounting
firm includes a qualification or exception regarding the Company's
ability to continue as a going concern in its audit report and
opinion regarding the Company's annual consolidated financial
statements, an event of default would be triggered.
As a result, the Company is in discussions with a number of lenders
and bondholders to attempt to comprehensively restructure or
refinance our outstanding debt obligations. While the Company has
retained advisors to assist it with this process, no agreements
with lenders and bondholders have been made and such discussions
may not lead to a transaction.
There is significant uncertainty regarding the Company's ability to
repay its debt obligations that are due in December 2017 and
February 2018. Such conditions raise substantial doubt as to the
Company's ability to continue as a going concern.
A full-text copy of the Company's Form 10-Q is available at:
https://is.gd/8jRMoy
About The Gymboree Corporation
San Francisco-based The Gymboree Corporation's specialty retail
brands offer unique, high-quality products delivered with
personalized customer service. As of Oct. 29, 2016, the Company
operated a total of 1,300 retail stores: 591 Gymboree stores (541
in the United States, 49 in Canada and 1 in Puerto Rico), 174
Gymboree Outlet stores (173 in the United States and 1 in Puerto
Rico), 150 Janie and Jack shops (149 in the United States and 1 in
Puerto Rico), and 385 Crazy 8 stores in the United States. The
Company also operates online stores at http://www.gymboree.com/,
http://www.janieandjack.com/and http://www.crazy8.com/
HHGREGG INC: Landlords Object to Amended Proposed Bid Procedures
----------------------------------------------------------------
hhgregg, Inc. and its debtor-affiliates on March 9, 2017, filed the
Motion for Orders (A)(I) Scheduling a Bid Procedure Hearing; (II)
Authorizing and Approving Bid Procedures; (III) Approving Notice
Procedures; (IV) Scheduling a Sale Hearing; and (V) Approving
Procedures for Assumption and Assignment and Determining Cure
Amounts and (B)(I) Authorizing the Sale of Substantially All of the
Debtors’ Assets Free and Clear of All Claims, Liens, Rights,
Interests, and Encumbrances; (II) Approving the Successful Bidder
Purchase Agreement; and (III) Authorizing the Debtors to Assume and
Assign Certain Executory Contracts and Unexpired Leases. The Sale
Motion seeks, among other relief, an order approving procedures
regarding the assumption and assignment of unexpired leases in
connection with a sale of the Debtors’ assets. The procedures
included dates for the Debtors to provide notice regarding, and for
landlords to object to, cure amounts and adequate assurance of
future performance of the leases.
On March 21, 2017, the Debtors filed the Notice of Submission of
Amended Proposed Bid Procedures Order, Bid Procedures, and Related
Notices. The Amended Procedures significantly compressed the
timeline for landlords to object to proposed cure amounts and
adequate assurance of future performance. The Proposed Amended
Order provides landlords with only one business day to object to
proposed adequate assurance of a currently unknown buyer.
A group of landlords comprised of Brixmor Property Group, Inc. GGP
Limited Partnership, HCP III Golden Gate LLC, Acadia Realty Limited
Partnership, ARC ASANDSC001, LLC, ARC CLORLFL001, LLC, ARC
JCLOUKY001, LLC, PGIM and Starwood Retail Partners, LLC, noted that
the Debtors have proposed this auction and sale schedule:
March 23, 2017 Bid Procedures Hearing
April 21, 2017 Bid Deadline
April 21, 2017 Objections due to Sale Order,
Assumption and Assignment of
Leases and Cure Amounts
April 23, 2017
(Sunday) Notification to Qualified Bidders
and Provide Bid Materials
April 24, 2017 Auction
TBD Notice of Successful Bidders and
Serve Adequate Assurance
Information
April 24, 2017 Objections Due to Assumption/
Assignment to Successful Bidder
and Adequate Assurance
April 25, 2017 Sale Hearing
Another landlord, Madison Waldorf LLC, noted that the Debtors
propose to serve adequate assurance packages to the landlords so as
to be received on April 8, 2017 (a Saturday) with objections due on
April 11, 2017 (a Tuesday).
Brixmor Property Group, Inc. GGP Limited Partnership, HCP III
Golden Gate LLC, Acadia Realty Limited Partnership, ARC ASANDSC001,
LLC, ARC CLORLFL001, LLC, ARC JCLOUKY001, LLC, PGIM and Starwood
Retail Partners, LLC, argued that the sale timeline and proposed
Bid Procedures should be modified to reflect a meaningful process
aimed at maximizing value for the estate. The Landlords request
that the Court modify the proposed dates such that Objecting
Landlords receive Adequate Assurance Information from proposed
bidders, including any Stalking Horse Bidder, and have time to
review and file a meaningful objection prior to any hearing on the
assumption and assignment of the Lease.
Brixmor et al. are represented by:
David L. Pollack, Esq.
BALLARD SPAHR LLP
51st Fl - Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103
Telephone: (215) 864-8325
Facsimile: (215) 864-9473
E-mail: pollack@ballardspahr.com
- and -
Dustin P. Branch, Esq.
BALLARD SPAHR LLP
2029 Century Park East, Suite 800
Los Angeles, CA 90067
Telephone: (424) 204-4354
Facsimile: (424) 204-4350
E-mail: branchd@ballardspahr.com
Madison Waldorf -- the landlord of real property located at 3000
Festival Way, Waldorf, Maryland 20601 -- said the new timeline is
insufficient for landlords to evaluate and, if necessary, object to
protect their rights under the Amended Procedures.
Counsel for Madison Waldorf LLC:
Curtis S. Miller, Esq.
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19899
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: cmiller@mnat.com
Hart TC-I-III, LLC is the owner of nonresidential real property in
Knoxville, Tennessee known as Colonial Promenade Turkey Creek.
hhgregg leases approximately 30,098 rentable square feet at
Colonial Promenade Turkey Creek from the Landlord pursuant to a
Shopping Center Lease dated as of February 1, 2006. Hart does not
object to a fair sale process for the Debtors' assets. It submits,
however, that the process must protect adequately the rights of
Landlord by providing landlords with sufficient time to assess and
object to any proposed assumption and assignment of the Lease,
including sufficient time to review any proposed cure amount, to
review any information regarding adequate assurance of future
performance, and to evaluate its rights under 11 U.S.C. Section
365(l).
Attorneys for Hart TC I-III, LLC:
J. David Folds, Esq.
Baker Donelson Bearman Caldwell & Berkowitz PC
901 K Street NW
Washington, D.C. 20001
Telephone: (202) 508-3400
Facsimile: (202) 220-2241
E-mail: dfolds@bakerdonelson.com
Other objectors include Cole HH Chesterfield MO, LLC; Cole MT
Daytona Beach FL, LLC; Cole HH Joliet IL, LLC; Cole HH Merrillville
IN, LLC; Cole HH North Charleston SC, LLC; and and Cole HH North
Fayette PA, LLC, which argued that any objection deadline with
respect to the proposed sale and adequate assurance matters should
be set at least one full calendar week after the prevailing bidder
has been determined, the terms of such prevailing bid have been
disclosed and the Landlords have received prevailing bidder's
adequate assurance information. Moreover, to the extent a stalking
horse bidder is selected prior to the bid deadline, such stalking
horse bidder's Adequate Assurance Package should be served on the
Landlords via e-mail and overnight delivery within 24 hours after
Debtors' selection of the stalking horse bidder.
Counsel to Cole HH Chesterfield MO, LLC, Cole MT Daytona Beach FL,
LLC, Cole HH Joliet IL, LLC, Cole HH Merrillville IN, LLC, Cole HH
North Charleston SC, LLC, and Cole HH North Fayette PA, LLC are:
Lisa M. Peters, Esq.
Kutak Rock LLP
1650 Farnam Street
Omaha, Nebraska 68102
Telephone: (402) 346-6000
Facsimile: (402) 346-1148
E-mail: lisa.peters@kutakrock.com
* * *
The New York Stock Exchange has removed the entire class of Common
Stock of hhgregg, Inc., from listing and registration on the
Exchange, effective at the opening of business on March 27, 2017.
In a March 15 filing with the Securities and Exchange Commission,
the NYSE disclosed that, in the opinion of the Exchange, the Common
Stock is no longer suitable for continued listing and trading on
the Exchange.
The NYSE said, "The Exchange is taking this action because the
Company fell below the continued listing standard requiring a
listed company to maintain an average global market capitalization
over a consecutive 30 trading day period of at least $15 million.
1. Section 802.01B of the NYSE Listed Company Manual states, in
part, that the Exchange will promptly delist a security of either a
domestic or non-U.S. issuer when the issuer's average global market
capitalization over a consecutive 30 trading-day period falls below
$15 million regardless of the original standard under which the
issuer listed. 2. The Exchange, on February 27, 2017, determined
that the Common Stock should be suspended from trading and directed
the preparation and filing with the Commission of this application
for the removal of the Common Stock from listing and registration
on the Exchange. The Company was notified by phone and letter on
February 27, 2017. 3. Pursuant to the above authorization, a press
release was issued and an announcement was made on the 'ticker' of
the Exchange at the close of the trading session on February 27,
2017. Similar information was included on the Exchange's website.
Trading in the Common Stock was suspended at the close of trading
on February 27, 2017. 4. The Company had a right to appeal to a
Committee of the Board of Directors of the Exchange (the
"Committee") the determination to delist the Common Stock, provided
that it filed a written request for such a review with the
Secretary of the Exchange within ten business days of receiving
notice of the delisting determination. The Company did not file
such request within the specified time period. Consequently, all
conditions precedent under SEC Rule 12d2-2(b) to the filing of this
application have been satisfied."
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was
signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.
The Debtors have retained Morgan, Lewis & Bockius LLP and Ice
Miller LLP as counsel; Berkeley Research Group, LLC as financial
advisor; Stifel and Miller Buckfire & Co. as investment banker and
Donlin, Recano & Company, Inc. as claims and noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors. Lawyers at Bingham Greenebaum
Doll LLP serve as local counsel to the Committee.
HHGREGG INC: US Transport Steps Down from Creditors Committee
-------------------------------------------------------------
Nancy J. Gargula, United States Trustee, by Laura A. DuVall, Trial
Attorney, notified the Bankruptcy Court for the Southern District
of Indiana that a member of the Official Unsecured Creditors'
Committee in the Chapter 11 case of Gregg Appliances Inc., has
resigned from the Committee:
Ken Proctor
U.S. Transport Corporation
103 N. Main Street, Suite 300
Greenville SC 29601
Tel: (248) 605-1460
E-mail: kproctor@uste3.com
A replacement was not named.
As reported by the Troubled Company Reporter, the Office of the
U.S. Trustee on March 10 appointed eight creditors to serve on the
official committee of unsecured creditors.
The Justice Department's bankruptcy watchdog appointed Renee
Weiss,
Esq., as chairperson of the committee. The committee members
selected Jeff Keim as vice-chairperson.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
The U.S. Trustee may be reached through:
Nancy J. Gargula
UNITED STATES TRUSTEE
Laura A. DuVall
Office of the United States Trustee
101 W. Ohio Street, Suite 1000
Indianapolis, IN 46204
Tel: (317) 226-6101
Fax: (317) 226-6356
E-mail: Laura.DuVall@usdoj.gov
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was
signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.
The Debtors have retained Morgan, Lewis & Bockius LLP and Ice
Miller LLP as counsel; Berkeley Research Group, LLC as financial
advisor; Stifel and Miller Buckfire & Co. as investment banker and
Donlin, Recano & Company, Inc. as claims and noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors. Local Counsel to the Committee
of Unsecured Creditors are:
Whitney L. Mosby, Esq.
Thomas C. Scherer, Esq.
Bingham Greenebaum Doll LLP
10 West Market Street, #2700
Indianapolis, IN 46204
Tel: (317) 968-5469
Fax: (317) 236-9907
- and -
James R. Irving, Esq.
Bingham Greenebaum Doll LLP
3500 National City Tower
101 South Fifth Street
Louisville, KY 40202
Tel: (502) 587-3606
Fax: (502) 540-2215
III EXPLORATION: Taps Fuller Real Estate as Real Estate Broker
--------------------------------------------------------------
III Exploration II LP seeks approval from the U.S. Bankruptcy Court
for the District of Utah to hire a real estate broker.
The Debtor proposes to hire Fuller Real Estate, LLC in connection
with the sale of a small parcel of land located in the County of
Huerfano, Colorado. The firm will receive a commission of 10% of
the sale price.
Paul Machmuller, a real estate agent employed with Fuller Real
Estate, disclosed in a court filing that his firm does not hold or
represent any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached through:
Paul Machmuller
Fuller Real Estate, LLC
5300 DTC Parkway #100
Greenwood Village, CO 80111
About III Exploration II LP
III Exploration II LP and its general partner, Petroglyph Energy,
Inc., are headquartered in Boise, Idaho. III Exploration II is
engaged in the exploration and production of oil and natural gas
deposits, primarily in the Uinta Basin in Utah. III Exploration
also has an interest in approximately 42,100 undeveloped acres in
the Raton Basin located in Colorado, and participates in joint
ventures with respect to properties in the Williston Basin in
North Dakota.
III Exploration filed a chapter 11 petition (Bankr. D. Utah Case
No. 16-26471) on July 26, 2016. The petition was signed by Paul
R. Powell, president. The Debtor estimated assets at $50 million
to $100 million and debt at $100 million to $500 million.
The case is assigned to Judge R. Kimball Mosier.
The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq.,
and Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its
general counsel; and A. John Davis, Esq., at Holland & Hart LLP to
serve as special counsel. Tudor Pickering Holt & Co. is the
Debtor's investment banker. Donlin Recano & Company Inc. acts as
claims and noticing agent.
ILIANA NEUROSPINE: Taps Rieck and Crotty as Special Counsel
-----------------------------------------------------------
Iliana Neurospine Institute, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to hire Rieck
and Crotty, P.C. as special counsel.
Rieck and Crotty will represent the Debtor in lawsuits and
collection activities related to its accounts receivable.
Bernard Henry, Esq., the attorney designated to represent the
Debtor, will charge an hourly rate of $250. The hourly rates of
other professionals from Rieck and Crotty range from $275 to $400.
The firm does not hold or represent any adverse interest, and has
no connection with the Debtor or its creditors, according to court
filings.
Rieck and Crotty can be reached through:
Bernard A. Henry, Esq.
Rieck and Crotty, P.C.
55 West Monroe Street
Chicago, IL 60603
About Iliana Neurospine LLC
Iliana Neurospine Institute, LLC dba Illinois Neurospine Institute
fdba successor by merger to Illinois Neurospine Institute, LLC
filed a chapter 11 petition (Bankr. N.D. Ind. Case No. 16-23444) on
Dec. 8, 2016. The petition was signed by Ronald Michael, M.D.,
managing member. The Debtor is represented by Gordon E. Gouveia,
Esq., at Gordon E. Gouveia, LLC. The case is assigned to Judge
Philip J. Klingeberger. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
Illinois Neurospine Institute, P.C., was an Illinois professional
corporation. On or about July 22, 2014, the assets of Illinois
Neurospine Institute were merged into Iliana Neurospine Institute,
LLC, which is the surviving entity.
Prior to the merger, Ronald Michael, M.D. Was the president and
employee of Illinois Neurospine Institute, and owned 100% of its
outstanding shares. The Debtor owns 100% of the membership
interest of Iliana Neurospine Institute.
The Debtor is the entity through which Dr. Michael provides
healthcare services, resulting in the creation of accounts
receivable that funds its business operations. It is also the
primary source of the Debtor's income.
Dr. Michael is a board certified specialist in neurological
surgery. He earned A.B. and S.M. degrees from the University of
Chicago in Biological Sciences and Biochemistry, respectively in
1981 and 1984. Dr. Michael graduated from the University of
Illinois, Chicago College of Medicine in 1986 and completed
residency in neurological surgery at Northwestern University in
1993. Dr. Michael has been practicing medicine for approximately
30 years including seven years of residency training. The bulk of
Dr. Michael's work invovles spine surgery. He treats patients
suffering from a variety of debilitating ailments, including
degenerative and traumatic disc disease. Dr. Michael helps his
patients manage their pain and improve their overall life.
J. COPELLO INTERNATIONAL: Has Authorization to Use Cash Collateral
------------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California authorized J. Copello International
Corporation to use cash collateral pursuant to the terms set forth
in its Motion during the pendency of its case or until further
order of the Court.
A full-text copy of the Order, dated March 20, 2017, is available
at https://is.gd/RDgNve
About J. Copello International Corporation
J Copello International Corporation is a California corporation
that operates as an electrical contractor from leased premises in
South San Francisco.
J Copello International Corporation, based in Millbrae, CA, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-31345) on Dec.
16, 2016. The petition was signed by Jack Copello, president. The
Hon. Dennis Montali presides over the case. Stephen D. Finestone,
Esq., at Finestone Hayes LLP, to serve as bankruptcy counsel. The
Debtor hires Richard N. Hill, Esq. at Littler Mendelson, PC as
special counsel. In its petition, the Debtor estimated $744,622 in
assets and $2.90 million in liabilities.
JACK ROSS: Has Exclusivity to File Plan Through April 24
--------------------------------------------------------
The Honorable Bruce T. Beesley has extended Jack Ross Industries,
LLC, d/b/a Big Shot Indoor Range and Jack Ross Ammunition's
exclusive period to file a plan April 24, 2017 and exclusive period
to obtain confirmation of that plan through June 23, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
said it requires further time to prepare adequate information and
formulate a plan of reorganization.
About Jack Ross Industries
Jack Ross Industries, LLC, based in Reno, NV, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 16-51053) on Aug. 24, 2016. The
petition was signed by Christopher Parker, managing member. The
Debtor is represented by Alan R. Smith, Esq., at the Law Offices of
Alan R. Smith. The case is assigned to Judge Bruce T. Beesley.
The Debtor disclosed $168,100 in assets an $1.06 million in
liabilities.
No official committee of unsecured creditors has been appointed in
the case.
JOE D'S LOUNGE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a March 27 court filing
that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Joe D's Lounge, Inc.
Joe D's Lounge is represented by:
Sam Thomas, III, Esq.
1510 East 191st Street
Euclid, OH 44117
Tel: (216) 357-3300
Fax: 216-357-3700
Email: ajones@st3attorney.com
Email: sam@st3attorney.com
About Joe D's Lounge
Based in Cleveland, Ohio, Joe D's Lounge, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
17-11136) on March 6, 2017. The petition was signed by James
Clopton, owner. The case is assigned to Judge Arthur I. Harris.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
JONESBORO HOSPITALITY: Seeks Approval to Use Ciena Cash Collateral
------------------------------------------------------------------
Jonesboro Hospitality, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to use the cash collateral
of Ciena Capital, LLC.
The Debtor intends to rearrange its affairs and needs to continue
to operate in order to pay its ongoing expenses, generate
additional income and to propose a plan in this case. However, the
Debtor contends that it has no outside sources of funding available
to it and must rely on the use of cash collateral to continue its
operations. As such, the Debtor intends to use cash collateral in
order to continue its ongoing operations.
The Debtor owns and operates a hotel located at 3006 S. Caraway
Road, Jonesboro, AR.
The Debtor's proposed one-month budget reflects total operating
expenses in the approximate amount of $56,573. The budget permits
the payment of ongoing operating expenses of the Debtor in order to
allow the Debtor to maintain its operations in Chapter 11.
The Debtor believes that Ciena Capital, LLC may be claiming liens
on the Debtor's personal property including rents. As such, the
Debtor proposes to provide Ciena Capital with post-petition liens,
a priority claim in the Chapter 11 bankruptcy case, and cash flow
payments.
A full-text copy of the Debtor's Motion, dated March 20, 2017, is
available at https://is.gd/PaBfz0
About Jonesboro Hospitality
Jonesboro Hospitality, LLC dba FairBridge Inn & Suites sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Texas Case No. 17-40311) on February 15, 2017. The petition was
signed by Payal Nanda, principal. The case is assigned to Judge
Brenda T. Rhoades. At the time of the filing, the Debtor estimated
its assets and liabilities at $1 million to $10 million.
The Debtor is represented by Joyce W. Lindauer, Esq., Sarah M. Cox,
Esq., Jamie N. Kirk, Esq. and Jeffery M. Veteto, Esq. at Joyce W.
Lindauer Attorney, PLLC.
No request has been made for the appointment of a trustee or
examiner and no official committee has yet been appointed.
The Debtor has previously filed a prior Chapter 11 case in the
Northern District of Texas, Dallas Division, Case No. 13-34324. The
Debtor confirmed a plan of reorganization in its prior case on May
30, 2014.
K & J FARMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: K & J Farms, LLC
PO Box 337
Robersonville, NC 27871-0337
Case No.: 17-01480
Business Description: K & J Farms, LLC is a privately held company
in Robersonville, NC and is a Single
Location business engaged in sweet potato,
corn and tobacco farming. For the year
ended Dec. 31, 2016, the Company had gross
revenue of $2.06 million compared to gross
revenue of $2.15 million for the year ended
Dec. 31, 2015.
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Greenville Division)
Judge: Hon. Joseph N. Callaway
Debtor's Counsel: David F. Mills, Esq.
DAVID F. MILLS, P.A.
1559-B Booker Dairy Road
Smithfield, NC 27577
Tel: 919-934-7235
Fax: 919 989-1529
E-mail: david@mills-law.com
Total Assets: $2.23 million
Total Liabilities: $5.13 million
The petition was signed by Josh B. Roberson, manager.
A list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/nceb17-01480.pdf
KENEDY EXTENDED: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Kenedy Extended Stay, LLC
2303 Willow Ct
Nederland, TX 77627-5558
Case No.: 17-50671
About the Debtor: The Debtor is single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: March 26, 2017
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtor's Counsel: Troy D, Refuge, Esq.
TROY D. REFUGE, ATTORNEY AT LAW, PLLC
86 Cooper Lake Rd SE
Mableton, GA 30126
Tel: 832-264-3490
Fax: 713-490-0763
E-mail: trefuge@yahoo.com
swilliams@wrmlawfirm.com
- and -
Sylvester Williams, Esq.
TROY D. REFUGE, ATTORNEY AT LAW, PLLC
5802 Val Verde St Ste 150
Houston, TX 77058-5676
E-mail: swilliams@wrmlawfirm.com
Total Assets: $1.34 million
Total Liabilities: $2.79 million
The petition was signed by Muljibhai Chaudhari, managing member.
A copy of the Debtor's list of three unsecured creditors is
available for free at:
http://bankrupt.com/misc/txwb17-50671.pdf
KRATOS DEFENSE: Moody's Raises CFR to Caa1; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has upgraded ratings of Kratos Defense &
Security Solutions, Inc., including the corporate family rating to
Caa1 from Caa2. The rating outlook is stable.
RATINGS RATIONALE
The upgrade reflects Kratos' steady backlog over the past year,
expectation of debt reduction from the public stock offering of
early March, and sufficient near-term liquidity to sustain both
core operations and the company's unmanned aerial system
development initiatives. Since November 2016, Kratos' has had two
equity offerings and combined proceeds contributed nearly $160
million cash into the business.
The approximately $81 million in offering proceeds in March, net of
fees/expenses, are primarily earmarked for redemption/repurchase of
Kratos' 7% senior secured notes due May 2019. Moody's understand
that Kratos has noted that approximately 80% of the net proceeds
from the March offering would be utilized to pay down debt. Moody's
understands that the company plans to repurchase the notes
opportunistically (on the open market, through private
transactions, or call provision) across the next two years. The
stock proceeds represent about 19% of the outstanding note balance
at the recent, par trading price. The December 25, 2016 cash
balance pro forma for the offering totaled approximately $150
million.
The Caa1 CFR considers high financial leverage pro forma for the
note redemption, against an improving US defense budgetary setting,
and improving backlog prospects for Kratos. Pro forma for the
transaction, debt to EBITDA on a Moody's adjusted basis would have
been 12x for 2016. The backlog prospect benefits from potential for
US defense outlay growth over the next two to three years, and the
wide range of missile, radar, aerial target, and satellite
communications platforms and programs that Kratos' products
support-- categories where funding will likely be prioritized.
The rating also acknowledges the company's pursuit of four unmanned
combat system development contract opportunities. While the work
may not ultimately result in a production award for Kratos, the US
military's growing interest in low-cost jet powered tactical
aircraft that can perform a variety of limited missions aligns
reasonably well with Kratos' expertise with aerial target drones.
Kratos has applied much independent R&D and other capital
investments to the area over the past three years. Further, the
underlying military operational concepts suggest that, should a
production award be placed, the order volume would probably be
rather significant versus Kratos' existing revenue base.
The rating outlook is stable because the company's core business
should be free cash flow generative within a rising US defense
budgetary environment. The company's adequate liquidity profile, as
denoted by the SGL-3, also supports the stable rating outlook. The
rating outlook incorporates a continuation of negative cash flow
for the near term due. A free cash flow deficit of around $30
million should continue across 2017 with planned unmanned combat
system development activity including production work for mid-2018
flight demonstration under the US Air Force Research Lab's Low-Cost
Attritable Strike Unmanned Aerial System contract. Under this $40.8
million single-award contract Kratos, in a cost-sharing arrangement
with the Air Force, will develop, deliver and demonstrate a
long-range, low-cost, unmanned combat aerial system. Likelihood of
revolver borrowing seems low over the next 12-18 months as the cash
balance will likely support operating, investment and financing
needs.
Upward rating momentum would depend on backlog growth, expectation
of sustained liquidity profile adequacy, and debt/EBITDA below 6x.
Downward rating pressure would follow backlog erosion or a
weakening liquidity profile. As the May 2019 notes become a current
obligation, the rating could be downgraded if the core business has
not by then improved.
The following summarizes rating action:
Upgrades:
Issuer: Kratos Defense & Security Solutions, Inc.
-- Probability of Default Rating, Upgraded to Caa1-PD from Caa2-
PD
-- Corporate Family Rating, Upgraded to Caa1 from Caa2
-- Senior Secured Regular Bond/Debenture, Upgraded to Caa1 (LGD
4) from Caa2 (LGD 4)
Outlook Actions:
Issuer: Kratos Defense & Security Solutions, Inc.
-- Outlook, Remains Stable
Affirmations:
Issuer: Kratos Defense & Security Solutions, Inc.
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in three sectors: Government Solutions (70% of 2016
revenues), Public Safety and Security (19%) and Unmanned Systems
(11%). Revenues in 2016 were $669 million and Kratos estimates that
2017 revenues will be between $700 million and $720 million.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
LAND O' LAKES: Fitch Rates Add'l. $250MM Preferred Stock 'BB'
-------------------------------------------------------------
Fitch Ratings rates Land O' Lakes, Inc.'s (LOL) offering of an
additional $250 million of perpetual preferred stock 'BB'. The new
offering increases LOL's outstanding preferred stock to $565
million. The Rating Outlook is Stable.
Net proceeds from the offering may be used to pay down outstanding
balances under LOL's revolving credit facility, receivables
securitization facility and for working capital and general
corporate purposes.
The preferred stock ranks junior to the senior debt and capital
securities. Fitch grants 50% equity credit to LOL's preferred
shares after considering the junior ranking, perpetuity, the option
to defer dividends, and the cumulative coupon deferral. On or after
April 4, 2027, the preferred stock will be redeemable at the option
of the company. Proceeds from the offering will be used to
refinance certain existing debt, to provide general working
capital, or for other general corporate purposes.
KEY RATING DRIVERS
Significant Scale, Strong Brands
LOL's ratings reflect the significant scale as the second largest
U.S. agricultural cooperative (co-op) and leading market shares
within respective categories. LOL, with sales of approximately $13
billion, has expanded both organically and through mergers,
acquisitions and joint ventures. The co-op's lengthy history since
1921, long-term relationships with its grower/owners, as well as
strong brands including Land O' Lakes, Purina Animal Nutrition and
WinField Solutions, support the ratings. Dairy members supply LOL's
Dairy segment with milk, cream, cheese and butter. Ag members
purchase agricultural products, primarily feed, seed and crop
protection products.
Diversified Operations
LOL's operations are more diversified versus its agricultural
peers. In 2015, LOL acquired United Suppliers Inc. (United) in a
two-step merger process that has increased LOL's scale and exposure
to the more profitable Crop Inputs segment. After merging United's
seed and crop protection business in October 2015, the second phase
merges United's remaining crop nutrient operations and is expected
to complete in October 2017. For 2016, Dairy Foods, Feed, and Crop
Inputs accounted for 27%, 27% and 45% of EBITDA respectively. Fitch
expects once United's crop nutrients business is merged, the Crop
Inputs segment should generate close to 50% of LOL's overall EBITDA
for 2018.
Low Margins
LOL's competitive market positioning is balanced against its
exposure to volatile commodity products with low single digit
EBITDA margins. EBITDA margins were 4.3% in 2016 compared to 3.8%
in 2015 driven by margin increases in the Dairy and Feed segments.
Fitch's forecast has margins increasing modestly in 2017 from
improved mix and cost initiatives. LOL generated in excess of $50
million in synergy benefits from the United Suppliers merger with
the majority of the savings reinvested back into the business. LOL
expects to realize an additional $50 million in synergy cost
savings phased in over the next two years related to supply chain
and back office initiatives.
Retained Earnings, Board Policies Provide Flexibility
Co-ops generally distribute the majority of their earnings back to
members which can constrain financial flexibility resulting in low
free cash flow (FCF) generation. LOL's board has a current cash
target for distribution of 60% of prior year's net earnings with
the remainder retained by the company as either permanent or member
equity. LOL retains permanent equity through both its non-member
business earnings and LOL's by-laws that allow the company to
retain up to 25% of earnings from its member business. The current
holdback percentage for the dairy and the agriculture business is
both 10%. The holdback percentage and cash target for distribution
is subject to annual board review.
Consequently, Fitch believes these sources of permanent retained
earnings and the current 60% cash distribution of prior year's
earnings provide sufficient flexibility to maintain adequate
capital to finance its business. Fitch treats the cash patronage
pay-outs as dividends and Fitch forecast expects the cash patronage
pay-outs will continue at 60% of prior year's net income.
LOL has three plans from which the company pays cash patronage and
revolve equity to members. The equity target program for LOL's
Dairy Foods operation and the Ag Service member equity program for
the Feed and Crop Input pools provide the means to determine pool
capital requirements for their respective program. LOL plans to
increase the equity target investment rate for the dairy operations
to $3.75 per hundred pounds of milk in 2018 from $2.75 to increase
equity for future dairy investment initiatives. As part of LOL's
merger with United Suppliers, LOL transitioned from its current
Agriculture member equity program to a new three-tiered base
capital plan to better align the Ag Services cash patronage
payments between the two co-ops.
Credit Enhancements
LOL's debt agreements contain credit enhancing restrictions that
subordinate the majority of patronage payments to debt payments
with an allowed 20% cash patronage distribution to preserve the
co-op's tax status. LOL's effective income tax rate is
substantially lower than the statutory federal and state income tax
rates as a result of the tax deductibility of qualified patronage
distributions made from net income.
Credit Metrics Stable
For 2016, LOL's leverage (total debt to EBITDA) was 2.5x, total
adjusted debt to EBITDAR was 3.4x and operating EBITDA/gross
interest expense was 8.1x. Fitch expects total debt/EBITDA will
increase modestly in 2017. LOL's rent expense is significant,
approximately $125 million annually, but more than 40% is comprised
of inventory storage fees for its dairy and crop inputs business
that are very short-term and cancellable at any time. Fitch expects
LOL will continue to explore value-added bolt-on M&A opportunities.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer over
the 2017 to 2018 timeframe include:
-- Revenue growth in mid-single digit range in 2017, increasing
to the low double-digit teen range in 2018 due to the United
Suppliers acquisition closing in late 2017 and volume growth
across core categories;
-- EBITDA increasing over the forecast period in 2017 to the $625
million range and the low $700 million range in 2018 supported
my mix and margin improvements;
-- Capital spending in the mid $300 million range;
-- FCF moderately negative in 2017 before turning modestly
positive in 2018;
-- Total cash payments to members is expected to be in excess of
$200 million for revolvement, cash patronage and estates and
age retirements in 2017, declining materially in 2018;
-- Total debt/EBITDA to be relatively stable over forecast period
in the mid 2x range.
RATING SENSITIVITIES
Negative: Future developments that may, individually or
collectively, lead to a negative action include:
-- Sustained weakness or operating profit decline in at least one
of LOL's key business segments;
-- Leverage (total debt to EBITDA) sustained in excess of 3x;
-- FCF (cash flow from operations less capex and dividends) after
patronage dividends remains negative for multiple years;
-- A Board commitment to a higher cash patronage payout that
creates a sustained FCF deficit.
Positive: Fitch does not expect a positive rating action in the
near term due to the low growth and low margin structure of its
business segments. However, future developments that may,
individually or collectively, lead to a positive action include:
-- LOL diversifies its portfolio towards higher growth and higher
margin categories;
-- Leverage is sustained below 2x;
-- LOL consistently generates positive FCF.
LIQUIDITY
LOL's liquidity is sufficient at approximately $975 million as of
Dec. 31, 2016. Liquidity includes $101 million cash and cash
equivalents, which varies seasonally, $549 million available on its
$575 million senior unsecured revolver and $325 million available
on its $700 million receivables facility. Seasonal working capital
needs are highest during the first and third quarters and trough to
peak liquidity varies by approximately $900 million. Fitch
forecasts FCF deficit moderately negative for 2017 driven in part
by working capital usage from inventories. Total cash payments to
members is expected to be in excess of $200 million for
revolvement, cash patronage and estates and age retirements. FCF
can be volatlile given the commodity-oriented nature of its
business.
LOL's capital structure consists of a $575 million unsecured credit
facility due March 2020, $150 million senior unsecured term loan
due August 2021, $170 million in senior unsecured private placement
notes due 2018 through 2021, $300 million unsecured notes due
August 2022, $200 million term loan due 2027 and a $700 million
receivables securitization facility due March 2020. There are also
$200 million junior subordinated capital securities due in March
2028 at Land O' Lakes Capital Trust I and $565 million of preferred
stock (including the newly issued $250 million) at LOL.
In October 2015, LOL requested and was granted a release of
security of substantially all of the material assets of LOL and its
wholly owned domestic subsidiaries for the revolving credit
facility, term loans and private placement notes. The release of
security is conditional based on maintaining investment grade
ratings from two nationally recognized rating agencies.
FULL LIST OF RATING ACTIONS
Fitch's current corporate ratings for LOL are:
LOL
-- Long-term Issuer Default Rating (IDR) 'BBB-';
-- Senior unsecured credit facility 'BBB-';
-- Senior unsecured term loan 'BBB-';
-- Senior unsecured private placement notes 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Preferred stock 'BB'.
Land O' Lakes Capital Trust I
-- Junior subordinated capital securities 'BB+'.
LAND O'LAKES: S&P Rates New Series A Preferred Stock 'BB'
---------------------------------------------------------
S&P Global Ratings assigned a 'BB' rating to Arden Hills,
Minn.-based Land O'Lakes Inc.'s proposed series A cumulative
redeemable preferred stock shares (final amount to be determined
upon close). The preferred stock will rank senior to the company's
common stock, and will be given 50% equity treatment when
calculating financial ratios, given the security's subordination to
other debt instruments and the fixed nature of its dividend. The
company will use proceeds of the share issuance to pay down
existing balances under the company's receivables securitization
facility, and for general corporate purposes, including
acquisitions and strategic investments.
Although Land O'Lakes participates in the low-margin crop inputs
wholesaling and dairy processing industries, it benefits from a
diverse portfolio of businesses, good brand awareness, a strong
cooperative membership base, and leading market positions, which
S&P believes help offset some of the earnings volatility inherent
to the company's agricultural commodity businesses (particularly
dairy). S&P expects the company to continue to grow earnings, in
part through acquisitions, and maintain debt to EBITDA in the
2.0x-2.5x range and funds from operations to debt of 45% to 50%
over the next two years. S&P also recognizes that these ratios
will spike significantly at the end of its first and third fiscal
quarters because of working capital borrowings, which the company
consistently pays down by year end once it sells built up
inventories.
RATINGS LIST
Land O'Lakes Inc.
Corporate Credit Rating BBB-/Positive/--
New Rating
Land O'Lakes Inc.
Preferred Stock
Series A Cumulative Redeemable BB
LIFE IMPROVEMENT: Taps Michael King as Legal Counsel
----------------------------------------------------
Life Improvement, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Michael King, Esq., to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, give advice in connection
with any further investigation of its financial condition, and
provide other legal services.
Mr. King will charge an hourly rate of $250 for his services.
In a court filing, Mr. King disclosed that he does not hold any
interest adverse to the Debtor's bankruptcy estate or creditors,
and that he is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
Mr. King maintains an office at:
Michael A. King, Esq.
41 Schermerhorn Street, PMB 228
Brooklyn, NY 11201
Phone: 646-284-6746
Email: romeo1860@aol.com
About Life Improvement LLC
Life Improvement, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40649) on February 15,
2017. The petition was signed by Galina Braiman, managing member.
The case is assigned to Judge Nancy Hershey Lord.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.
M.O.R. PRINTING: Has Interim Authorization to Use Cash Collateral
-----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida authorized M.O.R. Printing, Inc. on an interim
basis.
Judge Olson acknowledged the necessity of the Debtor's use of cash
collateral for an effective reorganization and to avoid harm to the
Debtors' bankruptcy estate since the Debtor needs to be able to pay
its regular business operating expenses and administrative expenses
and other ordinary expenses as they become due.
As such, the Debtor was authorized to use its cash collateral in
the regular course of its business affairs pursuant to the Budget
until further Order of the Court. The approved Budget for the
months of March 2017 through August 2017 reflects total
re-occurring expenses of approximately $101,678 per month.
People's Capital & Leasing Corporation claims an indebtedness as of
the Petition Date in the amount in excess of $1,000,000 and a
security interest in all of the Debtor's assets, including but not
limited to cash collateral, accounts, receivables, proceeds and all
personal property including a KBA Rapida Six Color Sheetfed Offset
Press, a Heidelberg Stitchmaster Saddle Stitcher, and other related
equipment.
The Debtor was directed to make voluntary adequate protection
payments of $17,500 per month to People's Capital with the first
payment due on March 1, 2017. At the end of the three month period,
if the Debtor requires the further use of the cash collateral, the
parties will either reach agreement as to appropriate adequate
protection or ask the Court to determine same.
In addition, People's Capital was granted a replacement lien to the
same extent as any prepetition lien, on and in all property set
forth in the security agreements and related lien documents of
People's Capital on the specific collateral listed in the security
documents, including proceeds derived from the creditor's
collateral generated post-petition by the Debtor.
A final hearing on the Debtor's further use of cash collateral has
been scheduled for June 27, 2017 at 10:30 a.m.
A full-text copy of the Order, dated March 20, 2017, is available
at https://is.gd/uC6yLl
About M.O.R. Printing
M.O.R. Printing, Inc., based in Fort Lauderdale, Florida, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-11570) on Feb. 8,
2017. The Hon. John K Olson presides over the case. In its
petition, the Debtor estimated $0 to $50,000 in assets and $1
million to $10 million in liabilities. The petition was signed by
Owen Luttinger, president. Chad T. Van Horn, Esq., at Van Horn Law
Group, P.A., serves as counsel to the Debtor.
MALIBU LIGHTING: Committee Taps Strasburger as Local Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Malibu Lighting
Corp. seeks approval from the U.S. Bankruptcy Court in Delaware to
hire Strasburger & Price LLP as local counsel.
Strasburger & Price, a Dallas-based law firm, will assist the
committee in reviewing documents related to a real estate located
in Collin County, Texas.
The committee needs the services of the firm in connection with its
ongoing negotiations with Malibu to reach a global settlement of
issues and a plan of liquidation, according to court filings.
Barbara Kennedy, Esq., the attorney designated to represent the
Debtor, will charge an hourly rate of $550.
Ms. Kennedy disclosed in a court filing that her firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Barbara Kennedy, Esq.
Strasburger & Price LLP
901 Main Street, Suite 6000
Dallas, Texas 75202
Tel: 214-651-4300
Fax: 214-651-4330
About Malibu Lighting Corporation
Malibu Lighting Corp., Outdoor Direct Corp., National Consumer
Outdoors Corp., Beam Corp., Smoke 'N Pit Corp., Treasure Sensor
Corporation and Stubbs Collections Inc. filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12080) on Oct. 8, 2015.
The petition was signed by David M. Baker as chief restructuring
officer. Judge Kevin Gross is assigned to the case.
MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.
ODC was a manufacturer and supplier of a variety of consumer goods,
including (a) outdoor cooking products, such as outdoor gas grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, like flashlights and spotlights, (c) landscape lighting
products, and (d) parts and accessories associated with the
foregoing products.
MLC and ODC are winding down operations as a result of the
termination of a business relationship with principal customer,
Home Depot.
NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products. NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats. In addition, NCOC markets
and sells boat covers manufactured primarily from Chinese
suppliers. Malibu estimated assets and liabilities of
$10 million to $50 million in its bankruptcy petition.
The Debtors have engaged Michael Seidl, Esq., Jeffrey N. Pomerantz,
Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones
LLP as counsel, Piper Jaffray Co. as investment banker, and
Kurtzman Carson Consultants as claims and noticing agent.
On Oct. 20, 2015, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Lowenstein Sandler LLP as its counsel, Blank Rome LLP as its
Delaware co-counsel and BDO USA, LLP, as its financial advisor. In
March 2017, the Committee tapped Strasburger & Price LLP as local
counsel.
No request has been made for the appointment of a trustee or an
examiner in these cases.
MIDWEST FARM: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Midwest Farm, L.L.C.
21531 480th Avenue
Aurora, SD 57002-7203
Case No.: 17-40091
About the Debtor: Midwest Farm, L.L.C. is engaged in the
business of grain farming and custom
farming. Each of Douglas Stein and Dana
Stein owns a 50% membership interest in the
Debtor.
A meeting of creditors pursuant to 341(a) of
the Bankruptcy Code has been set for
April 25, 2017, at 2:00 p.m. at Suite 300,
314 S Main Ave, Sioux Falls. Proofs of
claim are due by June 26, 2017.
Chapter 11 Petition Date: March 24, 2017
Court: United States Bankruptcy Court
District of South Dakota (Southern (Sioux Falls))
Judge: Hon. Charles L. Nail, Jr.
Debtor's Counsel: Laura L. Kulm Ask, Esq.
GERRY & KULM ASK, PROF. LLC
P.O. Box 966
Sioux Falls, SD 57101-0966
Tel: 605-336-6400
Fax: 605-336-6842
E-mail: ask@sgsllc.com
Total Assets: $9.69 million as of March 24, 2017
Total Liabilities: $6.66 million as of March 24, 2017
A copy of the Debtor's list of three unsecured creditors is
available for free at:
http://bankrupt.com/misc/sdb17-40091.pdf
MONEY CENTERS: Court Confirms Chapter 11 Plan
---------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reports that the
Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has confirmed the Chapter 11 plan for Money
Centers of America Inc.
According to Law360, the Plan ensures unsecured creditor recoveries
by subordinating professional fees.
About Money Centers
Headquartered in King of Prussia, Pa., Money Centers of America
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry. The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos. The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain their own cash access services, including the addition
of merchant card processing.
Money Centers filed a Chapter 11 petition (Bankr. D. Del. Case No.
14-10603) on March 21, 2014, in Trenton, New Jersey. Kevin Scott
Mann, Esq., at Cross & Simon, LLC, in Wilmington, in Delaware,
serves as counsel to the Debtor. The Debtor estimated up to $1
million to $10 million in both assets and liabilities. The
petition was signed by Christopher Wolfington, Chairman & CEO.
MONGOLIAN MINING: U.S. Recognition of Cayman Proceeding Sought
--------------------------------------------------------------
Mongolian Mining Corporation, part of a group of companies
primarily engaged in the mining, processing, transportation and
sale of coal, is seeking recognition in the United States of a
provisional liquidation proceeding pending before the Grand Court
of the Cayman Islands under Financial Services Division Cause No.
99 of 2016. Simon Conway and Christopher So Man Chun, as joint
provisional liquidators, filed a Chapter 15 petition in the U.S.
Bankruptcy Court for the Southern District of New York in order to
facilitate an orderly restructuring of the Debtor.
The Debtor, acting by its Board of Directors, commenced the Cayman
Proceeding by presenting a winding up petition to the Cayman Court
on July 7, 2016, pursuant to sections 92(d) and 94(1)(a) of the
Cayman Companies Law on the basis that it was unable to pay its
debts. The Cayman Court made an order on July 19, 2016, appointing
the JPLs as joint provisional liquidators of the Debtor, which
provides them with the authority to restructure the Debtor's
indebtedness. In addition, the Appointment Order provides the JPLs
with the power to, among other things, monitor, oversee and
supervise the Board in its management of the Debtor with a view to
developing and proposing any compromise or arrangement with the
Debtor's creditors.
"I seek recognition of the Cayman Proceeding in aid of our efforts
to reorganize the Debtor and restructure its liabilities in
accordance with Cayman Islands law," said Mr. Conway in an
affidavit filed with the Court. "[C]hapter 15 recognition and
enforcement of the Cayman Scheme will allow the JPLs to ensure that
the release of Scheme Claims provided for by the Cayman Scheme in
respect of the Senior Notes will be effective and that the Debtor's
assets will be protected from the claims of individual dissident
creditors seeking to circumvent the effectiveness of the Cayman
Scheme and the Restructuring by potential U.S. litigation."
The Debtor is a holding company with one direct subsidiary,
Mongolian Coal Corporation Limited, which directly and indirectly
owns intermediate holding companies in Luxembourg, including
Mongolian Coal Corporation S.a r.l, and operating entities in
Mongolia, including Energy Resources LLC. The business of the
Debtor is to hold shares in its direct subsidiary and to raise
financing and provide guaranties on behalf of the Group.
As of June 30, 2016, the Debtor had approximately US$140.5 million
of current assets on a consolidated basis. As of June 30, 2016,
the Debtor had outstanding debts consisting of (i) US$600 million
in face value outstanding of 8.875% senior secured notes due March
29, 2017; (ii) a coal pre-export loan facility made available by
BNP Paribas Singapore Branch and Industrial and Commercial Bank of
China Ltd the Debtor with approximately US$97 million outstanding
secured by share pledges (the "Shared Security"); (iii) two
promissory notes issued by the Debtor to QGX Holdings Ltd., with
approximately US$73.7 million outstanding.
Mr. Conway disclosed that Debtor had been experiencing severe
financial difficulties due to the downturn in the international
coking coal market. Both revenue and sales volume of the Group has
dropped significantly in in FY15 and FY16. In 2015, sales in China
(which is the Group's principal sales market) experienced its first
fall in respect of hard coking coal since 1981, which had a
consequential effect of Chinese coking coal imports falling to 47.8
million tonnes, representing a 23.3% year-on-year decline compared
to 62.4 million tonnes imported in 2014.
In order to mitigate decreasing profit margins, the Group made
efforts to penetrate the inland China market through new sales
terms from 2014 onwards which in FY15 started to produce positive
profit margins. Nevertheless, Mr. Conway said, the downturn in the
international coking coal market has meant that revenue and sales
volume for the Group decreased significantly in recent years. The
financial difficulties culminated in the Debtor being in breach of
a variety of financial and non-financial covenants.
Restructuring Negotiations
The Debtor first communicated its financial difficulties to the
Bank Lenders in October 2015 and requested a waiver in respect of
its compliance with the original principal and interest repayment
scheduled under the BNP/ICBC Loan, which waiver was granted in
addition to certain other default waivers which were negotiated
with and granted by the Bank Lenders.
In January 2016, the Debtor appointed of J.P. Morgan Securities
(Asia Pacific) and SC Lowy Financial (HK) Limited as its financial
restructuring advisors for the purpose of providing advice with
respect to the potential restructuring of its indebtedness. A
steering committee was formed to represent certain Noteholders.
The Debtor defaulted under the BNP/ICBC Loan on March 22, 2016, as
it had neither made the required payments to the Bank Lenders nor
been able to secure any additional waiver or forbearance from the
Bank Lenders. This default triggered a cross default with regard
to the Debtor's other indebtedness, including the Senior Notes.
On March 29, 2016, when interest fell due on the Senior Notes, the
Debtor failed to make the interest payment or secure any waiver or
forbearance from the Noteholders. Under the indenture governing
the Senior Notes, failure to pay the coupon payment for a period of
30 consecutive days constituted an event of default.
The Debtor received an acceleration notice on April 26, 2016, from
the agent under the intercreditor agreement in place to regulate
the intercreditor position between the Senior Notes, the BNP/ICBC
Loan and the Shared Security, together with a demand in respect of
the BNP/ICBC Loan for immediate payment of all amounts outstanding
under the BNP/ICBC Loan in the amount of US$95,433,944. The Debtor
also received an enforcement notice from the security agent in
respect of the Shared Security which resulted in the appointment of
receivers and delegates of the Shared Security Agent over the
shares of MCCL and MCC SARL, respectively, by that Shared Security
Agent as instructed by the security agent in respect of the
BNP/ICBC Loan.
On April 29, 2016, the Debtor failed to pay the interest payment
due under the Senior Notes and did not secure any waiver or
forbearance from the Noteholders. This led to an event of default
under the Senior Notes, as the failure to pay the interest payment
under the Senior Notes continued for a period of 30 consecutive
calendar days.
Terms of Restructuring
Since their appointment, the JPLs assumed conduct of the
negotiations regarding the restructuring on behalf of the Debtor
and entered into discussions with multiple creditors in order to
negotiate the terms of a restructuring and achieve a better return
for creditors than would be likely from a winding up of the Debtor.
The JPLs presented a proposal to the principal parties on Oct. 8,
2016. Since then, the JPLs have continued to participate in
negotiations with the Debtor's major creditors regarding a
financial restructuring of the Debtor. Throughout this process,
the Steering Committee and the Bank Lenders have been advised by
both international and Cayman Islands legal counsel.
On Nov. 3, 2016, the Debtor, acting by the JPLs, reached agreement
with the Steering Committee, the Bank Lenders and QGX with regard
to the terms of a financial restructuring of the Debtor, which were
recorded in an agreed term sheet.
The key abbreviated terms of the Restructuring are as follows:
* the Bank Lenders will receive debt under a new secured loan
facility, in the principal amount of $30 million plus an
additional principal amount being equal to the interest
deemed to have accrued on such amount on April 1, 2017,
as if that facility commenced on Oct. 1, 2016. The New Bank
Facility will be borrowed by ER LLC. The New Bank Facility
will mature on Sept. 30, 2019, and will be secured by certain
security interests which will secure only the New Bank
Facility and certain security interests which will secure
both the New Bank Facility and the New Notes;
* the Bank Lenders and the Noteholders will receive new
guaranteed and secured senior notes in the principal amount
of $395 million plus an additional amount equal to the
interest (rounded down to the nearest US$1.00) deemed
to have accrued on such amount on April 1, 2017, as if those
notes were issued on Oct. 1, 2016, allocated in certain
proportions among Noteholders and Bank Lenders. The New
Notes will be issued by ER LLC and will mature on Sept. 30,
2022. The New Notes will share security with the New Bank
Facility. Additionally, if any cash remains in the Debt
Service Reserve Account (DSRA) after the New Bank Facility is
repaid, then up to $75 million will be paid from the DSRA to
the holders of the New Notes as premium;
* the Bank Lenders, the Noteholders and QGX will receive new
equity-accounted perpetual notes, in the notional amounts of
$150 million to be allocated in certain proportions between
the Bank Lenders and the Noteholders and $45 million to be
allocated exclusively to QGX. The New Perpetual Notes will
be issued by the Debtor. Subject to certain restrictions,
the Debtor may purchase the New Perpetual Notes at any time
on the open market and may redeem the New Perpetual Notes in
whole or in part semiannually, but may not make dividends
or distributions to common equity until the New Perpetual
Notes are fully redeemed;
* the Bank Lenders and the Noteholders will share in certain
proportions in new common stock being issued by the Debtor in
a sufficient amount to constitute 10% of the total issued
common stock of the Debtor following such issuance;
* the New Bank Facility and the New Notes will both share
security interests over the shares of a number of direct and
indirect subsidiaries of the Debtor and the new DSRA held
outside Mongolia for excess cash, from which disbursements
will be allowed only for operating expenditures, limited
capital expenditures, coupon payments and certain other
payments; and
* the New Bank Facility will also benefit from additional
security interests over certain coal stocks and related
offtakes and collections that will not also secure the New
Notes.
After substantial negotiations with the Steering Committee, the
Bank Lenders and QGX, the JPLs, the Debtor and certain direct and
indirect subsidiaries of the Debtor entered into restructuring
support agreements with the Bank Lenders, the members of the
Steering Committee and QGX on or about Dec. 21, 2016. The Cayman
Court sanctioned the JPLs' entry into the RSAs on Dec. 21, 2016.
The Restructuring will be implemented by way of consensual
bi-lateral agreement with the Bank Lenders and QGX and by way of a
Cayman Islands scheme of arrangement and a Hong Kong scheme of
arrangement in respect of the Senior Notes. The purpose and effect
of the Schemes will be to release the certain claims under and in
respect of the Senior Notes owed to the creditors who hold the
ultimate beneficial interests in the Senior Notes in consideration
to which Scheme Creditors will be entitled to receive certain
proportions of the New Notes, the New Perpetual Notes and the New
Shares. As of March 17, 2017, holders of 96.95% of the
principal amount of the Senior Notes had acceded to the Noteholder
RSA.
On Feb. 17, 2017, the Debtor, acting by the JPLs, filed a petition
and related summons with the Cayman Court and a summons with the
High Court of Hong Kong seeking the sanction of the Cayman Scheme
and the Hong Kong Scheme respectively and seeking permission for
the Debtor to convene meetings of the Scheme Creditors for the
purpose of considering and, if thought fit, approving the Cayman
Scheme and the Hong Kong Scheme.
Pursuant to the convening orders entered on March 13, 2017, and
and March 14, 2017, the Debtor will convene a meeting of Scheme
Creditors to consider and approve the Cayman Scheme in the Cayman
Islands on April 10, 2017 (Cayman Islands time), with any
adjournments and a meeting of Scheme Creditors to consider and
approve the Hong Kong Scheme in Hong Kong on April 11, 2017 (Hong
Kong time), with any adjournments as may be appropriate.
Notwithstanding the different times and dates, the time difference
between the Cayman Islands and Hong Kong means that the Cayman
Scheme Meeting and the Hong Kong Scheme Meeting will take place
simultaneously. Both Scheme Meetings will be linked by
videoconferencing facilities.
About Mongolian Mining
Mongolian Mining Corporation is a Cayman Islands exempted company
with limited liability that was incorporated on May 18, 2010. The
shares of the Debtor's common stock are publicly traded and listed
on the Stock Exchange of Hong Kong Limited.
The Group owns and operates two open-pit coking coal mines -- Ukhaa
Khudag and Baruun Naran -- both of which are located in the
Southern Gobi province of Mongolia. These deposits are located
approximately 250 km from the Sino-Mongolian border and
approximately 600 km from Baotou, China, an important railway hub
providing access from Mongolia to the largest steel-producing
provinces in China, including Inner Mongolia, Hebei, Shandong and
Jiangsu. The Group sells most of its coking coal into China
pursuant to long-term agreements with iron and steel mills and coke
and chemical plants. The Group had 1,474 employees as of March 15,
2017.
The mining activities of Ukhaa Khudag and Baruun Naran are carried
out by two of the Debtor's subsidiaries incorporated in Mongolia.
However, mining activity at the Baruun Naran mine has been
suspended to save costs since the fiscal year ending Dec. 31, 2014.
MOTHERSHIP VENTURES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Mothership Ventures, LLC
2522 Yale Street
Houston, TX 77008
Case No.: 17-31776
About the Debtor: Mothership Ventures is a limited liability
company based in Houston, Texas that operates
several Treadsack restaurants. The
restaurants include Down House, D&T Drive Inn,
Hunky Dory, Bernadine’s
and Foreign Correspondents.
Chapter 11 Petition Date: March 26, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Reese W Baker, Esq.
BAKER & ASSOCIATES LLP
5151 Katy Freeway Ste 200
Houston, TX 77007
Tel: 713-869-9200
Fax: 713-869-9100
E-mail: courtdocs@bakerassociates.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Treadway, president.
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/txsb17-31776.pdf
MPV S.A.S.: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: MPV S.A.S.
10275 Collins Avenue, Unit 1508
Bal Harbour, FL 33154
Case No.: 17-13757
About the Debtor: MPV S.A.S. is a corporation headquartered in
Bal Harbour, Florida.
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Robert A Mark
Debtor's Counsel: Richard R Robles, Esq.
LAW OFFICES OF RICHARD R. ROBLES, P.A.
905 Brickell Bay Dr #228
Miami, FL 33131
Tel: (305) 755-9200
E-mail: rrobles@roblespa.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carolina Vallejo Iregui, legal
representative.
A copy of the Debtor's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb17-13757.pdf
NBG ACQUISITION: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default rating to NBG Acquisition
Inc. At the same time Moody's assigned a B1 rating to NBG
Acquisition Inc.'s proposed $265 million senior secured first lien
term loan. NBG Acquisition Inc. will merge into KNB Holdings
Corporation immediately following the acquisition. KNB Holdings
Corporation will be the surviving entity. KNB Holdings Corporation
is the indirect parent of Nielsen & Bainbridge LLC. The rating
outlook is stable.
Private equity firm Sycamore Partners will use proceeds from the
$265 million first lien term loan, proceeds from an unrated $70
million second lien term loan, and cash to fund the acquisition of
Nielsen & Bainbridge and related subsidiaries. Existing debt at
Nielsen & Bainbridge LLC (subsidiary of KNB Holdings Corporation)
will be repaid at closing. Moody's will withdraw its ratings at N&B
Industries and Nielsen & Bainbridge when the transaction closes.
Ratings Assigned
NBG Acquisition Inc. (to merge with KNB Holdings Corporation
immediately after acquisition)
- Corporate Family Rating at B2
- Probability of Default Rating at B2-PD
- Senior Secured First Lien Term Loan due 2024 at B1 (LGD 3)
- Outlook is stable
Ratings Unchanged
N&B Industries, Inc.
- Corporate Family Rating at B2 (to be withdrawn at closing)
- Probability of Default Rating at B2-PD (to be withdrawn at
closing)
Nielsen & Bainbridge LLC
- Sr. Sec. Revolving Credit Facility at B1 (LGD 3) (to be
withdrawn at closing)
- Sr. Sec. First Lien Term Loan at B1 (LGD 3) (to be withdrawn at
closing)
- Sr. Sec. Second Lien Term Loan at Caa1 (LGD 5) (to be withdrawn
at closing)
The ratings outlook is stable.
RATINGS RATIONALE
The B2 Corporate Family Rating reflects the company's modest scale,
high leverage and niche product categories that are subject to
changes in consumer tastes and discretionary spending. Moody's
expects pro forma debt to EBITDA of 5.4 times to decline slowly.
This is based on the rating agency's expectation of low organic
earnings growth and debt repayment as required by scheduled
amortizations and an excess cash flow sweep requirements. The
rating also reflects the company's diverse distribution channels --
spanning mass, discount, specialty and home improvement stores -
with longstanding relationships with large retailers such as
Wal-Mart, Target, and Michael's.
The senior secured term loan rating of B1 (LGD 3) reflects its
senior position to a substantial amount of lower priority
obligations. The term loan will be secured by a first priority lien
on non-current assets of the borrower and its domestic
subsidiaries. It will also be secured by a second priority lien on
current assets serving as collateral for the company's $75 million
ABL revolving credit facility.
The rating outlook is stable and reflects Moody's expectation of
low-single-digit earnings growth, high financial leverage, and good
liquidity.
Ratings could be upgraded if the company gains greater scale while
maintaining profitability. Moody's would also need to see would KNB
exhibit a more conservative financial policy that includes debt to
EBITDA below 5.0 times.
Ratings could be downgraded if operating performances deteriorates,
liquidity weakens, or debt to EBITDA exceeds 6.0 times.
NBG Acquisition Inc. will merge with KNB Holdings Corporation
immediately after the acquisition closes. KNB Holdings Corporation
is the indirect parent of Nielsen & Bainbridge, LLC, based in
Austin, Texas. The company is a designer and manufacturer of
picture framing and presentation products, portable and hardwired
lighting products, wall decor (framed art, mirrors, clocks, etc.),
and other home goods. Nielsen & Bainbridge's products are sold
primarily in North America and to a lesser extent in Europe.
Following the merger, KNB Holdings Corporation will be owned by
private equity firm Sycamore Partners. Pro forma revenue is about
$560 million.
The principal methodology used in these ratings was Consumer
Durables Industry published in September 2014.
NJOY INC: Must Not Leave E-Cig Inventory, Jacobson Warehouse Says
-----------------------------------------------------------------
Jacobson Warehouse Company, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware an objection to NJOY Inc.'s
notice of abandonment of remaining inventory.
Jacobson claims that the Remaining Inventory contains lithium
batteries, which in the volume of the Remaining Inventory are
dangerous and hazardous substances. Furthermore, lithium batteries
must be disposed of in accordance with applicable state and federal
laws and regulations governing their disposal and transportation to
protect the public health and welfare.
Jacobson is a party to a warehouse agreement with the Debtor signed
by the Debtor on March 14, 2013, pursuant to which Jacobson stores
inventory and performs certain related services for the Debtor from
a Jacobson warehouse in Plainfield, Indiana.
On the petition date, significant amounts of the Debtors'
electronic cigarette inventory containing contain lithium
batteries, were stored in the Warehouse. Upon information and
belief, a portion of such inventory is damaged or obsolete.
After the petition date, the Debtors shipped additional electronic
cigarette inventory containing lithium batteries to the Warehouse,
a portion of which remain in the Warehouse and are included in the
inventory the Debtor seeks to abandon. After the petition date,
the Debtors repeatedly represented to Jacobson that that they were
addressing the disposition of the Obsolete Inventory. On Oct. 26,
2016, the Debtors identified the Warehouse Agreement as a contract
potentially to be assumed and assigned in connection with the
proposed Section 363 sale.
Since the petition date, the Debtors have removed the certain
electronic cigarette inventory from the Warehouse. Upon
information and belief, the Removed Inventory is the inventory the
Debtors and proposed purchaser deemed most valuable. Approximately
3400 pallets of electronic cigarette inventory, most of which
contains lithium batteries, remain in the Warehouse.
As a result of the special environmental issues and risk of
explosion associated with the disposal of the lithium batteries in
the Remaining Inventory, Jacobson says that the Court should impose
an affirmative duty on the Debtor to dispose of the Remaining
Inventory and prohibit abandonment.
The Objection is available at:
http://bankrupt.com/misc/deb16-12076-417.pdf
Jacobson is represented by:
Rachel B. Mersky, Esq.
MONZACK MERSKY McLAUGHLIN AND BROWDER, P.A.
1201 N. Orange Street, Suite 400
Wilmington, DE 19801
Tel: (302) 656-8162
Fax: (302) 656-2769
E-mail: rmersky@monlaw.com
About NJoy Inc.
Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and
vaping products to wholesalers, distributors and retailers. NJOY
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The case is
assigned to the Hon. Christopher S. Sontchi. The petition was
signed by Jeffrey Weiss, general counsel and interim president.
The Company was the first major ENDS company to offer products
across all form factors: disposable and rechargeable cigalikes,
open system e-liquids and vaping devices, and advanced closed
system e-liquids. The Debtor has no in-house manufacturing
capabilities. Its hardware is sourced from two major suppliers in
China. The Debtor sources e-liquids from facilities based in the
United States. As of Sept. 9, 2016, the Debtor had a total of 15
employees.
NJOY has hired Gellert Scali Busenkell & Brown, LLC, as counsel,
Sierraconstellation Partners, LLC as financial advisor, Cohnreznick
Capital Markets Securities Investment LLC as investment banker.
An official committee of unsecured creditors has tapped Fox
Rothschild LLP as counsel.
NORTHWEST TERRITORIAL: Hanson, Normandy Resign as Committee Member
------------------------------------------------------------------
Gail Brehm Geiger, acting U.S. trustee for Region 18, on March 27
disclosed in a court filing that Young de Normandy and William
Hanson have resigned as members of Northwest Territorial Mint LLC's
official committee of unsecured creditors.
The remaining members of the committee are David James, Thomas
Seip, Richard and Paula Pehl, Larry Chiappellone, and Donald
Wright.
About Northwest Territorial
Northwest Territorial Mint LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on
April 1, 2016. The petition was signed by Ross B. Hansen, member.
The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.
The case is assigned to Judge Christopher M. Alston. The Debtor is
represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC.
On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee
for the Debtor.
On April 15, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and
Lorraine Barrick LLC as financial advisor.
NOVATION COMPANIES: Wants More Time to Confirm Plan Thru July 17
----------------------------------------------------------------
Novation Companies, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Maryland to extend their exclusive right to solicit
acceptances for their Chapter 11 plan through July 17, 2017.
Prior to the expiration of the February 14 exclusive plan filing
deadline, the Debtors filed a Joint Plan of Reorganization and
Disclosure Statement. A hearing to approve the Disclosure Statement
is scheduled for April 6, 2017.
As described in the Disclosure Statement, the Plan provides for the
Plan Debtors' emergence from the Chapter 11 Cases. The Plan
provides for the authorization of the transactions contemplated by
that certain Stock Purchase Agreement by and among Novation
Holdings, Inc., a wholly-owned subsidiary of the Novation (NHI) and
Butler America, LLC, the owner of Healthcare Staffing, Inc. (HCS),
which owns and operates a healthcare staffing solutions business,
(Butler or Seller and, together with HCS, the Seller Parties) (the
HCS Transaction). Under the Plan, all creditors' claims are to be
paid in full from proceeds from the HCS cash flow as well as cash
flow from the Plan Debtors' residual and over-collaterization bond
holdings, estimated to be approximately $50 million. The Disclosure
Statement contains projections of future cash flows and establishes
the Plan's feasibility.
The Debtors aver that they only seek an extension of the Exclusive
Solicitation Period in order to allow a full and fair confirmation
process.
About Novation Companies
Novation Companies, Inc. and certain of its subsidiaries filed
voluntary petitions for chapter 11 business reorganization in
Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July
20, 2016. The cases are assigned to Judge David E. Rice.
In its petition, NCI lists assets of $33 million and liabilities of
$91 million. As of the petition date, NCI and its subsidiaries
have in excess of $32 million in cash, marketable securities and
other current assets.
Headquartered in Kansas City, Missouri, Novation Companies (otcqb:
NOVC) -- http://www.novationcompanies.com/-- is in the process
of implementing its strategy to acquire operating businesses or
making other investments that generate taxable earnings.
Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities. At the height of its business, debtor NMI
claims to have originated more than $11 billion annually in
mortgage loans. After the Debtors ceased their lending operations
and completed a sale of its servicing portfolio amidst the housing
collapse in 2007, the Company has been engaged in the business of
acquiring various businesses. The Debtors have five full-time
employees and one part-time employee.
The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as co-counsel. The Debtors also
hired Orrick, Herrington & Sutcliffe LLP as special litigation
counsel; Holland & Knight LLP as Investment Company Act compliance
counsel; and Deloitte Tax LLP as tax service provider.
On August 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
OCEAN RIG UDW: Liquidators Seek US Recognition of Cayman Proceeding
-------------------------------------------------------------------
Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their
capacities as the joint provisional liquidators and authorized
foreign representatives of Cyprus-based Ocean Rig UDW Inc., Drill
Rigs Holdings Inc., Drillships Financing Holding Inc. and
Drillships Ocean Ventures Inc., filed for Chapter 15 protection
with the U.S. Bankruptcy Court for the Southern District of New
York, lead case 17-10736.
The JPLs seek to obtain immediate stays and protections for the
Debtors in the United States in order to effectuate a financial
restructuring. The JPLs also seek recognition in the United States
of a provisional liquidation proceedings under Part V of the Cayman
Islands Companies Law (2016 Revision) pending before the Grand
Court of the Cayman Islands, Financial Services Division, as
foreign main proceedings or, in the alternative, as foreign nonmain
proceedings under Section 1517 of the Bankruptcy Code.
The Group, an internal provider of deepwater drilling services for
the offshore oil and gas industry, has entered into a restructuring
support agreement with creditors representing over 73% of Group's
outstanding consolidated indebtedness. The RSA contemplates that
the restructuring of the Group will be implemented through four
separate Cayman Schemes, one for each Debtor. The Cayman Schemes
are all interrelated, but only the UDW scheme, the DOV scheme and
the DFH scheme are inter-conditional.
The Cayman Schemes contemplate the exchange of approximately $3.7
billion of existing financial indebtedness of the Group for new
equity in UDW, cash payments of about $288 million and new secured
debt of $450 million. The JPLs believe that if the contemplated
restructuring is achieved, the Group will be well placed to
continue to operate as the market recovers and to effectively
compete as an industry leader.
On March 24, 2017, the Debtors filed winding up petitions with the
Cayman Court and issued summonses for the appointment of joint
provisional liquidators for the purpose of the Restructuring. By
orders of the Cayman Court dated March 27, 2017, Simon Appell and
Eleanor Fisher were appointed as the JPLs and duly authorized
foreign representatives, and the Cayman Provisional Liquidation
Proceedings were commenced.
"The oil and gas drilling industry is currently in a down-cycle, as
crude oil prices have fallen during the past several years,"
according to Evan C. Hollander, Esq. at Orrick, Herrington &
Sutcliffe LLP, one of the JPLs' attorneys. "The significant
decrease in oil prices is expected to continue to reduce customer
demand in the industry during 2017. In fact, a number of the
Group's customers have revised their budgets to decrease projected
expenditures for offshore drilling on multiple occasions. Declines
in capital spending levels, coupled with an oversupply of
newbuilding, have and are likely to continue to put significant
pressure on "day rates" and utilization."
As a consequence of the filing of winding up petitions and the
commencement of the Cayman Provisional Liquidation Proceedings, the
Debtors have triggered defaults and cross-defaults under their
financial indebtedness and have exposed themselves to any number of
adverse actions in the United States. The JPLs said that if
provisional relief in the form of a stay is not granted, there is
substantial risk that certain creditors may place the company in
imminent peril in an effort to jeopardize the restructuring.
According to the JPLs, the Debtors are already the target of
aggressive litigation tactics initiated by certain creditors.
The Group does not expect that its inactive rigs will begin work
under new contracts until Jan. 1, 2020, at the earliest. According
to an energy industry expert report commissioned by the Group,
deepwater rig demand is currently at utilization rates of only
approximately 45% of available rigs and is not expected to begin to
improve until 2019 . Even by the first quarter of 2020, utilization
rates are expected to remain below 60% of rig availability.
The Group expects to continue to face significant challenges in the
near and mid-term. Of the Group's five operational units, two are
under contracts that will expire during the second half of 2017,
and two are under contracts that will expire during 2018. Only one
unit, the Ocean Rig Skyros, is under a long term contract (expiring
Sept. 30, 2021).
Scheme Indebtedness
Each Debtor has incurred financing as follows:
a. UDW has issued $500 million of 7.25% Senior Unsecured Notes
due 2019 pursuant to that certain Indenture, dated as of
March 26, 2014. Deutsche Bank Trust Company Americas
is the Indenture Trustee under the SUN Indenture. The SUNs
are not guaranteed by any member of the Group.
Approximately $131 million of SUNs remain outstanding under
the SUN Indenture.
b. DRH has issued $800 million of 6.50% Senior Secured Notes
due 2017 pursuant to that certain Indenture, dated as of
Sept. 20, 2012 (as amended by a supplemental indenture dated
Jan. 23, 2013). U.S. Bank National Association is the
Indenture Trustee under the DRH Indenture and Deutsche Bank
Trust Company Americas is the collateral trustee. The
SSNs are guaranteed by UDW and certain of DRH's direct and
indirect subsidiaries. UDW has pledged the shares of DRH to
secure the DRH Indenture Guaranty, and DRH and its
subsidiary guarantors have pledged their assets (including
shares of their subsidiaries) to secure their obligations in
respect of the DRH Indenture. All pledged shares are held
by the collateral trustee in the United States.
Approximately $460 million remains outstanding under the DRH
Indenture.
c. DFH is a borrower under a $1.9 billion Credit Agreement
dated as of July 12, 2013 (as amended and restated from time
to time, including on Feb. 7, 2014) between, among others,
DFH and Drillships Projects Inc., as borrowers, and Deutsche
Bank AG New York Branch, as administrative and collateral
agent. The DFH Credit Agreement has been guaranteed by UDW
and certain of DFH's direct and indirect subsidiaries. UDW
has pledged the shares of DFH to secure the DFH Credit
Agreement Guaranty, and DFH and its subsidiary guarantors
have pledged their assets (including the shares of their
subsidiaries) to secure their obligations in respect of the
DFH Credit Agreement. All pledged shares are held by the
collateral agent in the United States. Approximately $1.83
billion remains outstanding under the DFH Credit Agreement.
d. DOV is a borrower under a $1.3 billion Credit Agreement,
dated as of July 25, 2014, between, among others, DOV and
Drillships Ventures Projects Inc., as borrowers, and
Deutsche Bank AG New York Branch, as administrative and
collateral agent. The DOV Credit Agreement has been
guaranteed by UDW and certain of DOV's direct and indirect
subsidiaries. UDW has pledged the shares of DOV
to secure the DOV Credit Agreement Guaranty, and DOV and its
subsidiary guarantors have pledged their assets (including
the shares of their subsidiaries) to secure their
obligations in respect of the DOV Credit Agreement. All
pledged shares are held by the collateral agent in the
United States. Approximately $1.27 billion remains
outstanding under the DOV Credit Agreement.
According to the JPLs, the Debtors were facing significant
challenges with respect to their Scheme Indebtedness prior to
commencing the Cayman Provisional Liquidation Proceedings. DRH and
UDW both have obligations to make sizeable payments on April 3,
2017. DRH has an interest payment of $14.9 million due in respect
of the SSNs. DRH had to consider that if it made this payment its
projected cash balances would be depleted to approximately $4
million by the end of June 2017. UDW has an interest payment of
$4.7 million due in respect of the SUNs. UDW does not have
sufficient cash to make this payment without borrowing funds that
it will be unable to repay. Both entities are insolvent. The
failure to pay these obligations beyond thirty days after the
scheduled payment dates would trigger cross-defaults under the
Credit Agreements.
The Debtors also had to consider that, even if they made the April
3, 2017, payments, the Group would face another critical inflection
point at the Oct. 1, 2017, maturity of the $460 million SSNs.
Neither DRH nor UDW, as guarantor, will have sufficient cash or
financeable assets to pay the SSNs at maturity. Failure to repay
the SSNs would trigger cross-defaults under the Credit Agreements
and the SUN Indenture. Such cross-defaults could cause an
acceleration of approximately $3.7 billion in debt, the loss of
critical customer contracts, and the destruction of a substantial
portion of the value of the Group. Further, beyond the SSN
maturity date, the Debtors are projected to breach the leverage
covenant in the Credit Agreements at the latest by Dec. 31, 2017.
For these reasons, the Group retained legal and financial advisors
in early 2016 to consider various restructuring alternatives. The
Group ultimately decided to engage primarily with an ad hoc group
of lenders under the DFH Credit Agreement and the DOV Credit
Agreement, as the units owned by those divisions are among the most
technologically advanced and valuable in the fleet, and because the
members of the Ad Hoc Group were willing to engage constructively
with the Group on a restructuring founded on realistic valuations
of the Group's assets, the benefits of a significant deleveraging
and the prognosis for the industry. The negotiations with the Ad
Hoc Group have culminated in the signing of the RSA.
Terms of Cayman Schemes
The terms of the contemplated Cayman Schemes are as
follows:
a. UDW Scheme: The SUNs and the UDW Guarantees will be
discharged in exchange for New Parent Equity. This New
Parent Equity will be valued at the asset value of UDW
immediately prior to the restructuring of DRH, DFH and
DOV. The New Parent Equity will be allocated among the
holders of the UDW Guarantees and the SUNs pro rata on the
basis of the notional amount of the claims of those holders.
b. DRH Scheme: The claims of the SSNs will be transferred to
UDW in exchange for (i) New Parent Equity and (ii) Cash
Consideration. The Cash Consideration will be shared pro
rata with the lenders under the Credit Agreements under the
DFH and the DOV schemes from a pool of available cash. The
value of the New Parent Equity received in exchange for the
transfer of the SSNs to UDW will equal the going concern
value of DRH, less the Cash Consideration received by
holders of the SSNs in the exchange.
c. DFH and DOV Schemes: In the DOV and DFH schemes, the lenders
under the Credit Agreements will transfer their loans to UDW
in exchange for (i) New Parent Equity, (ii) New Secured Debt
and (iii) Cash Consideration. The Cash Consideration will
be shared pro rata among the lenders under the Credit
Agreements and, if the DRH scheme is also sanctioned, the
holders of the SSNs. The New Secured Debt will be shared pro
rata
among the lenders under the Credit Agreements. The value of
the
New Parent Equity received in exchange for the transfer of
the
loans under the DOV Credit Agreement to UDW will equal the
going
concern value of DOV, less the Cash Consideration and New
Secured
Debt received by the lenders under the DOV Credit Agreement
in the
exchange. The value of the New Parent Equity received in
exchange
for the transfer of the loans under the DFH Credit Agreement
to
UDW will equal the going concern value of DFH, less the Cash
Consideration and New Secured Debt received by the lenders
under
the DFH Credit Agreement.
In accordance with the requirements of the RSA, the Group entered
into a global settlement agreement pursuant to which (i) it
canceled approximately $369 million of SUNs and approximately $340
million of SSNs held by certain subsidiaries of UDW, Alley Finance
Co., and Algarve Finance Limited, and (ii) all intragroup
liabilities among the members of the Group were released. The
effect of the GSA is that the scheme consideration to be received
by UDW, DOV and DRH scheme creditors will be of a greater value in
any event than if the GSA had not been entered into. DFH creditors
will receive slightly less, but, as of the Petition Date, 84.25% of
the DFH lenders support the proposed RSA.
The JPLs beleive that if the Cayman Schemes are ultimately
sanctioned by the Cayman Court, the Group will achieve its much
needed deleveraging.
The Schemes will affect only the financial indebtedness of the
Scheme Companies and their guarantor affiliates. Operations of the
Scheme Companies will continue to be unaffected and trade
creditors/vendors of the Group will continue to be paid in the
ordinary course of business and will not be affected by the
Schemes.
The RSA became effective on March 23, 2017. It requires the Scheme
Companies to apply to the Grand Court before, or as soon as
practicable after, May 8, 2017, for permission to convene a meeting
of creditors to vote on the Schemes. Pursuant to the RSA, the
Company will not make any further payments of any kind on or
relating to its existing financial indebtedness.
If all four Schemes are sanctioned and become effective, the
holders of the SUNs and the beneficiaries of the Company
Guarantees will receive approximately 20.9% of the New Equity under
the Company Scheme, the holders of the SSNs will receive
approximately 2.9% of the New Equity under the DRH Scheme, the DFH
Lenders will receive approximately 40.2% of the New Equity under
the DFH Scheme, and the DOV Lenders will receive approximately 36%
of the New Equity under the DOV Scheme, in each case subject to
dilution in respect of New Equity of 9.5% to be reserved under a
new management equity plan. If the Schemes are sanctioned, the
existing shareholders of the Company will be diluted to an
insignificant amount of the post-restructuring equity of the
Company.
George Economou, Ocean Rig's chairman and chief executive officer,
commented: "Ocean Rig, similar to all rig operators, faces a deep
and prolonged industry downturn. Given these conditions, Ocean Rig
is taking the appropriate steps to allow us to emerge as a much
stronger company that can take advantage of opportunities as they
emerge. Our entire team at Ocean Rig is wholly committed to the
success of the company and looks forward to our emergence from this
financial restructuring that will ultimately enable us to better
service our customers in the long term."
About the Group
Nicosia, Cyprus-based Ocean Rig UDW Inc. is an operator of
semi-submersible oil rigs and UDW drillships based in Athens,
Greece. The company also maintains offices in Luanda, Angola,
Jersey, Rio de Janeiro, Brazil and Stavanger, Norway.
Ocean Rig UDW Inc is the holding company of the Ocean Rig Group and
the direct parent of the Subsidiary Debtors. The Group is composed
of four separate operating divisions. Each of the Subsidiary
Debtors is itself a holding company and the parent of one of three
of these operating divisions. The parent holding company of the
fourth operating division, Drillship Alonissos Shareholders Inc.,
is not a debtor herein or a part of the restructuring. Each of the
operating divisions has secured its own financing. The financing
obtained by each of the Subsidiary Debtors has been guaranteed by
UDW and UDW has pledged the shares of the applicable Subsidiary
Debtor to secure its respective guaranty obligations.
OCERA THERAPEUTICS: Ernst & Young LLP Casts Going Concern Doubt
---------------------------------------------------------------
Ocera Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $26.89 million on $609,000 of revenues for the fiscal
year ended December 31, 2016, compared to a net loss of $26.52
million on $133,000 of revenues for the fiscal year ended December
31, 2015.
Ernst & Young LLP notes that the Company's recurring losses from
operations and negative cash flows from operating activities raise
substantial doubt about its ability to continue as a going
concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $29.64 million, total liabilities of $13.90 million, and
a stockholders' equity of $15.74 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/M9XWOY
Headquartered in Palo Alto, Calif., Ocera Therapeutics, Inc., is a
clinical-stage biopharmaceutical company. The Company is focused
on acute and chronic orphan liver diseases. The Company is focused
on the development and commercialization of its clinical candidate,
OCR-002, for the treatment of hepatic encephalopathy (HE). OCR-002
is a molecule, ornithine phenylacetate, which functions as an
ammonia scavenger.
ONCOBIOLOGICS INC: Incurs $19.1 Million Net Loss in Dec. 31 Qtr.
----------------------------------------------------------------
Oncobiologics, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $19.09 million on $303,140
of collaboration revenues for the three months ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of
$17.80 million on $994,894 of collaboration revenues for the three
months ended Dec. 31, 2015.
As of Dec. 31, 2016, Oncobiologics had $20.44 million in total
assets, $42.27 million in total liabilities and a total
stockholders' deficit of $21.83 million.
The Company does not have any products approved for sale and it has
only generated revenue from its collaboration agreements. The
Company has incurred operating losses and negative operating cash
flows since inception and there is no assurance that it will ever
achieve profitable operations, and if achieved, that profitable
operations will be sustained. In addition, development activities,
clinical and preclinical testing and commercialization of its
product candidates will require significant additional financing.
"The Company has incurred substantial losses and negative cash
flows from operations since its inception and has an accumulated
deficit of $166.5 million as of December 31, 2016. The Company has
substantial indebtedness that includes $10.0 million of senior
secured notes due in December 2017 and $4.6 million in notes
payable to stockholders that are payable on demand. There can be
no assurance that the holders of the stockholder notes will not
exercise their right to demand repayment. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
"The Company anticipates incurring additional losses until such
time, if ever, that it can generate significant sales of its
products currently in development. Management believes that the
Company's existing cash as of December 31, 2016 and $1.65 million
in cash proceeds in January 2017 from the issuance of the notes and
warrants will be sufficient to fund its operations through February
2017. Substantial additional financing will be needed by the
Company to fund its operations and to commercially develop its
product candidates. Management is currently evaluating different
strategies to obtain the required funding for future operations.
These strategies may include, but are not limited to: private
placements of equity and/or debt, payments from potential strategic
research and development, licensing and/or marketing arrangements
with pharmaceutical companies, and public offerings of equity
and/or debt securities. There can be no assurance that these
future funding efforts will be successful.
"The Company's future operations are highly dependent on a
combination of factors, including (i) the timely and successful
completion of additional financing discussed above; (ii) the
Company's ability to complete revenue-generating partnerships with
pharmaceutical companies; (iii) the success of its research and
development; (iv) the development of competitive therapies by other
biotechnology and pharmaceutical companies, and, ultimately; (v)
regulatory approval and market acceptance of the Company’s
proposed future products," the Company said in the quarterly
report
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wq7dLK
About Oncobiologics
Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics. The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016 of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
PANOCHE ENERGY: S&P Lowers Rating on $321MM Sr. Sec. Bonds to 'BB'
------------------------------------------------------------------
S&P Global Ratings lowered its rating on Panoche Energy Center
LLC's (PEC) $321 million senior secured bonds due 2029 ($254.5
million outstanding as of January 2017) to 'BB' from
'BBB-'. With the downgrade to non-investment grade, S&P assigned a
recovery score of '2(75%)'. The outlook has been revised to stable
from negative.
The downgrade reflects S&P's conclusion that PEC is now fully
exposed to its carbon compliance obligations, starting in 2018,
under California's AB-32 (California Global Warming Solutions Act
of 2006), which mandates reductions in greenhouse gases. Following
years of litigation, PEC lost its arbitration with PG&E, and
although it is seeking relief through an amendment to its PPA or
through the regulatory process, S&P will not assume any relief in
its forecast unless it is granted. The carbon compliance
obligation adds around $40 million in expenses through 2028 in
S&P's base case financial forecast. Throughout the debt's term,
PEC's revenues will increase modestly and its debt service will
remain relatively flat. But S&P projects that carbon emission
costs will rise 6% annually, leading to coverage declines each
year.
The stable outlook reflects S&P's view that despite a two-notch
downgrade, S&P expects carbon costs will be the key risk facing the
project, which has nevertheless demonstrated a stable operational
profile over time. With the end of the California drought, S&P
expects that generation will revert to historical levels. S&P also
assumes that the price of carbon will follow the trend of actual
prices, in line with floor prices. There is also some DSC (debt
service coverage) cushion in S&P's forecast minimum DSC before a
downgrade would be warranted, providing a buffer for carbon prices
to increase above S&P's base case. S&P sees limited rating upside
under its assumption that carbon relief is unlikely.
PARAGON OFFSHORE: Court Tosses Bid to Appoint Equity Panel
----------------------------------------------------------
The Delaware Bankruptcy Court denied the request of an unofficial
equity committee of shareholders of Paragon Offshore plc for
appointment of an official equity committee for "reasons set forth
on the record at the [March 27] Hearing."
As reported by the Troubled Company Reporter, the request was met
with objections by various parties-in-interest.
Saying that shareholders have not provided any evidence beyond mere
speculation that equity is substantially likely to receive a
meaningful distribution in their chapter 11 cases, Paragon Offshore
and its affiliated debtors asked the Bankruptcy Court to deny the
request of the Unofficial Equity Committee for the appointment of
an official committee of equity security holders.
The Debtors contend that mere speculation is not enough to satisfy
the Shareholders' heavy burden to show that extraordinary
circumstances exist here to warrant appointment of an equity
committee. The Debtors insist they are insolvent, and there is a
$1.337 billion gap at the midpoint value before equity could begin
to realize a recovery. Equity has no likelihood of any recovery,
let alone a substantial likelihood of a meaningful recovery, they
assert.
The Shareholders argue that appointment is warranted because the
cases are complex due to the U.K. Administration and they lack
adequate representation. The Debtors tell the Court that the U.K.
Administration itself is irrelevant for purposes of determining
whether the Shareholders will receive a recovery in these chapter
11 cases; it is a mere implementation tool for effectuating the
treatment of Parent Equity Interests that is proposed under the
New
Plan.
The Debtors also note that the Shareholders are adequately
represented. Throughout these chapter 11 cases, the Debtors have
used their good faith efforts to provide the best recovery
possible
in these chapter 11 cases for the interests of all stakeholders,
including old equity as appropriate. Now, the Debtors can no
longer continue to risk the reorganization of the overall
enterprise to try to get a recovery to the Shareholders. Further,
the Shareholders have provided no compelling evidence or reason as
to why the Debtors should place their restructuring in such a
precarious position.
On January 30, 2017, Dr. Bijan Badihian, Stephan Anderson, Randall
D. Stilley, and Michael R. Hammersley sent a request, by and
through their counsel, of which they retained for the limited
engagement of requesting the appointment of an Equity Committee to
Ms. Natalie Cox, Esq. in the Office of the United States Trustee
for the District of Delaware.
On February 8, the Official Committee of Unsecured Creditors sent
a
reply to the request that the Official Unsecured Committee had no
objection to this request, and had some of the same concerns that
the Equity Holders had.
On February 9, the Debtors by and through their counsel, sent
their
reply objecting to the request of the Equity Holders. Also on
February 9, the Secured Lenders, by and through their counsel,
sent
a reply to the Equity Holders request, also objecting to the
formation of an Official Equity Committee.
On February 14, the Equity Holders sent a reply letter to the
United States Trustee countering the objections of the Debtors and
the Secured Lenders. On February 17, the counsel of the Equity
Holders sent along a letter from the Office of the United States
Trustee's decision to deny the appointment of an Official Equity
Committee. The United States Trustee did not state a reason for
this denial and reserved the right to change this decision at any
time.
On Mach 9, the Equity Holders filed their Request for Appointment
with the Bankruptcy Court. They informed the Court that, since
the
filing of the 8-K by Paragon on January 18, 2017, they have taken
upon themselves to prove that the clear path laid out by Judge
Christopher Sontchi in his ruling on Paragon's Second Plan was
accomplishable. They Unofficial Equity Committee solicited the
assistance of former Chief Executive Officer, Randall D. Stilley
to
put forth a cost cutting plan that will allow for the successful
emergence of the Debtor in these cases. Some of the elements of
this plan include:
(i) an efficiency implementation plan that will eliminate $45
million a year in frivolous spending;
(ii) the settlement of the claims against Petrobras for no
less
than $65 million;
(iii) a renegotiated Noble Settlement that includes a one-time
'make whole' cash payment from Noble Corp., plc., to the parties
under the SENIOR SECURED TERM LOAN AGREEMENT, dated as of July 18,
2014, in the principal amount of $650,000,000.00; as well as a
one-time cash payment from Noble Corp., plc., to the parties under
that certain SENIOR NOTES INDENTURE, dated as of July 18, 2014, in
the amount of $285,000,000.00;
(iv) a debt for equity swap with the Bondholders that allows
for Bondholders to receive 47% of the equity in the Reorganized
Debtor;
(v) Modify the SENIOR SECURED REVOLVING CREDIT AGREEMENT,
dated as of June 17, 2014 to include a $165 million cash pay down
with the balance of approximately $631 million, including
approximately $87 million of outstanding letters of credit,
converted to a term loan due in 2021 at an interest rate of LIBOR
plus 4.50% with a 1.00% LIBOR floor. The minimum liquidity
covenant
will be reduced from $110 million to $103 million and the holiday
on the maximum net leverage ratio and the minimum interest
coverage
ratio financial covenants will be extended to the first quarter of
2019 when they will be reintroduced with a cushion;
(vi) Existing shareholders to retain 53% of the equity in the
Reorganized Debtor.
The Shareholders have set up a Web site at
http://www.paragonoffshoreshareholders.com/
The Debtors and their Lenders lodged objections to the Request.
DC
Capital Advisors ltd. filed a Joinder to the Request.
JPMorgan Chase Bank, N.A., as Revolver Agent under the Revolver
Facility and as Collateral Agent; and Cortland Capital Market
Services LLC, as Successor Administrative Agent for the Term Loan
Lenders submit a joint objection to the Request. They contend
that
in light of the stark economic realities and based upon the
Court's
confirmation decision and the substantial evidentiary record
developed over the course of two plan confirmation trials in these
Chapter 11 Cases, the Equity Holders cannot establish that the
extraordinary relief of an offrcial equity committee is warranted
in these Chapter 11 Cases. They also point out that the Third
Joint Plan provides, among other things, for conversion of
significant portion of the claims of Revolver Lenders, Term
Lenders
and the Noteholders into equity of the reorganized Debtors and
provides for the extinguishment of Existing Equity Interests
through an administration proceeding in the U.K. While the
Noteholders do not support the Third Joint Plan, there can be no
dispute that there is no value for existing equity.
Meanwhile, the Official Committee of Unsecured Creditors told the
Bankruptcy Court that it agrees that there is an "odoriferous"
nature to the "sudden assertion" by the Debtors' secured lenders of
a brand new $617 million adequate protection claim, that the
Debtors are "generously compromising" for a $352 million cash
payment. The Official Committee views the Secured Lenders' alleged
adequate protection claim, and the Debtors' proposed settlement of
it, as unsupportable, both as a matter of fact and law.
The Creditors Committee also said the Request and Joinder raise
numerous legitimate concerns in respect of the Noble Settlement.
The Official Committee similarly questions the value of the
settlement in relation to the changed legal and factual
circumstances since the Court's denial of the confirmation of the
Second Plan of Reorganization. The Official Committee, as an
independent fiduciary, vigorously opposes the Noble Settlement.
Finally, as DC Capital points out, the Official Committee opposes
the Third Plan and has concerns about the divergent path these
cases have recently taken.
With all of that said, when earlier asked by the United States
Trustee for its views on the appointment of an Official Equity
Committee, the Official Committee relayed its similar concerns and
deferred to the judgment of the United States Trustee as to whether
appointment of an Official Equity Committee was warranted. That
judgment having been made, the Official Committee similarly defers
to the judgment of the Court as to whether the issues raised in the
Request and Joinder justify departing from the United States
Trustee's prior determination.
About Paragon Offshore
Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs. Paragon is a public limited company registered in
England and Wales.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP, as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.
No request has been made for the appointment of a trustee or an
examiner in the cases.
On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The
committee retained Ducera Partners LLC as financial advisor.
Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett
LLP.
Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.
Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.
Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.
Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.
* * *
Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a third joint Chapter 11 plan and
disclosure statement. Each holder of an allowed Class 5 General
Unsecured Claim will be entitled to receive cash in the amount
equal to the lesser of (a) 26% of the amount of the holder's
allowed claim and (b) its pro rata share of $5,000,000, or a
higher
amount as may be agreed between the Debtors and the requisite
lenders. This class is impaired by the Plan. Plan distributions
of cash will be funded from the Debtors' and the Reorganized
Debtors' cash collateral or unencumbered cash, as the case may be,
in accordance with the terms of the Plan.
A copy of the Third Joint Plan is available at:
http://bankrupt.com/misc/deb16-10386-1234.pdf
PASS BUSINESS: Disclosure Statement Hearing Moved to May 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
moved the hearing on Pass Business Terminal, LLC's disclosure
statement for its proposed Chapter 11 plan to May 4, at 1:30 p.m.
The hearing will take place at the Dan M. Russell, Jr. Courthouse,
Bankruptcy Courtroom, 7th Floor, 2012 15th Street, Gulfport,
Mississippi. Objections are due by April 24.
About Pass Business Terminal
Pass Business Terminal, LLC, filed a chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on October 11, 2016. The petition
was signed by Roger L. Caplinger, owner. At the time of filing,
the Debtor estimated assets of less than $1 million and liabilities
of less than $500,000.
The Debtor is represented by Matthew Louis Pepper, Esq., at Matthew
Perry, Attorney at Law. The Debtor hired Strick Trio Investments,
LLC as its accountant and bookkeeper.
PHOTOMEDEX INC: Paradigm Capital Ceases as Shareholder
------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Paradigm Capital Management, Inc. disclosed that as of
Dec. 31, 2016, it has ceased to beneficially own shares of common
stock of PhotoMedex, Inc. A full-text copy of the regulatory
filing is available for free at https://is.gd/ySbriY
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
Photomedex reported a net loss of $34.6 million on $75.9 million of
revenues for the year ended Dec. 31, 2015, compared with a net loss
of $121 million on $133 million of revenues for the year ended Dec.
31, 2014. As of Sept. 30, 2016, Photomedex had $18.88 million in
total assets, $20.27 million in total liabilities and a total
stockholders' deficit of $1.39 million.
PHOTOMEDEX INC: Renaissance Holds 5.61% Stake as of Dec. 14
-----------------------------------------------------------
Renaissance Technologies LLC and and Renaissance Technologies
Holdings Corporation disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 14, 2016, they
beneficially own 247,880 shares of common stock of PhotoMedex Inc.
representing 5.61 percent of the shares outstanding. A full-text
copy of the regulatory filing is available for free at:
https://is.gd/XZZXuD
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
Photomedex reported a net loss of $34.6 million on $75.9 million of
revenues for the year ended Dec. 31, 2015, compared with a net loss
of $121 million on $133 million of revenues for the year ended Dec.
31, 2014. As of Sept. 30, 2016, Photomedex had $18.88 million in
total assets, $20.27 million in total liabilities and a total
stockholders' deficit of $1.39 million.
PIONEER CARRIERS: Transport Dry Taps Baker & Associates as Counsel
------------------------------------------------------------------
An affiliate of Pioneer Carriers, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire legal
counsel.
Transport Dry Freight, LLC proposes to hire Baker & Associates to
give legal advice regarding its duties under the Bankruptcy Code,
assist in the preparation of a bankruptcy plan, and provide other
legal services.
Baker & Associates had earlier been approved by the court to
represent Pioneer in its Chapter 11 case, which is jointly
administered with Transport Dry's bankruptcy case.
The hourly rates charged by the law firm are:
Reese Baker $450
Ryan Lott $310
Karen Rose $300
George Rick Carter $350
Paralegals $125 - $150
Reese Baker, Esq., the attorney designated to represent the Debtor,
disclosed in a court filing that he is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
Baker & Associates can be reached through:
Reese W. Baker, Esq.
Baker & Associates
5151 Katy Freeway, Suite 200
Houston, TX 77002
Phone: (713) 869-9200
Fax: (713) 869-9100
Email: courtdocs@bakerassociates.net
About Pioneer Carriers
Pioneer Carriers, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Texas Case No. 16-36356) on December
12, 2016. The petition was signed by Pedro Lagos, president.
On February 1, 2017, Transport Dry Freight LLC, an affiliate, filed
Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30551). The case
is jointly administered with that of Pioneer under Case No.
16-36356.
The cases are assigned to Judge Jeff Bohm.
At the time of the filing, Pioneer estimated its assets and
liabilities at $1 million to $10 million. Transport Dry Freight
estimated assets of less than $50,000 and liabilities of less than
$500,000.
PITTSFIELD DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pittsfield Development, LLC
55 East Washington St., 3rd Floor
Chicago, IL 60602
Case No.: 17-09513
About the Debtor: Pittsfield Development is a single asset real
estate (as defined in 11 U.S.C. Section
101(51B)) based in Chicago, Illinois.
Chapter 11 Petition Date: March 26, 2017
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: William J Factor, Esq.
THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
1363 Shermer Road, Suite 224
Northbrook, IL 60062
Tel: 847-239-7248
Fax: 847-574-8233
E-mail: wfactor@wfactorlaw.com
Total Assets: $2.34 million
Total Liabilities: $8.76 million
The petition was signed by Robert Danial, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb17-09513.pdf
PLATFORM SPECIALTY: Proposed Reprice No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service says that Platform Specialty Products
Corporation's (B2 negative) proposed repricing transaction is a
modest credit positive, since it will lower annual interest
expense, but it does not result in any changes to the company's
existing B2 Corporate Family rating (CFR), B2 term loan ratings, or
negative outlook.
Headquartered in West Palm Beach, Florida, Platform Specialty
Products Corporation (Platform) is a publicly-traded company
founded by investors Martin Franklin and Nicolas Berggruen in 2013.
Platform's first acquisition in 2013 was MacDermid Holdings, LLC, a
global manufacturer of variety of chemicals and technical services
for a range of applications and markets including; metal and
plastic finishing, electronics, graphic arts, and offshore
drilling. Platform acquired Alent plc, OM Group businesses, Arysta
LifeScience Limited, Chemtura Corporation's AgroSolutions business,
and Belgium-based Group Agriphar Group agricultural chemical
business, in levered transactions valued at roughly $2.0 billion,
$365 million, $3.51 billion, $1 billion and $405 million,
respectively. Platform's sales were $3.6 billion for the twelve
months ended December 31, 2016.
PUBLE N.V.: Case Summary & 16 Unsecured Creditors
-------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Puble N.V. 17-10747
67 Irving Place
New York, NY 10003
Scotia Valley N.V. 17-10748
1737 H. Street N.W.
Washington, DC 20006
Type of Business: Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B))
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Michael E. Wiles
Debtors' Counsel: Frank A. Oswald, Esq.
TOGUT, SEGAL & SEGAL LLP
One Penn Plaza
New York, NY 10119
Tel: (212) 594-5000
E-mail: frankoswald@teamtogut.com
Estimated Estimated
Assets Liabilities
---------- -----------
Puble N.V. $10M-$50M $10M-$50M
Scotia Valley N.V. $1M-$10M $1M-$10M
The petitions were signed by Charis Lapas, president/treasurer.
Debtors' Consolidated List of 16 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Heritage Realty Services Brokerage $22,295
67 Irving Place Commission
New York, NY 10003
Tel: 212-674-2556
NYS Insurance Fund Workers $3,388
Compensation
United Metro Energy Services $3,096
32BJ Benefits Union $2,038
Briscoe Protective Systems, Inc. Services $1,675
NYC Dept of Finance-ECB Violation $1,080
Eastern Elevator Company Inc. Services $734
Con Edison Utilities $617
Verizon Utilities $442
Steel Systems LLC Trade $435
Safeway Systems, Inc. Exterminators Trade $108
Action Environmental Services Trade $86
American Express Services $12,734
Verizon Utilities $518
The Hartford Fire Insurance Insurance $4,553
All American Pest Control Services $160
QUANTUMSPHERE INC: Delays Quarterly Filing as It Undergoes Review
-----------------------------------------------------------------
QuantumSphere, Inc. filed a Form 12b-25 with the U.S. Securities
and Exchange Commission notifying its inability to file its
quarterly report on Form 10-Q for the period ended Dec. 31, 2016,
by the scheduled filing deadline because it is still completing the
final aspects of the review of its financial statements for the
period noted.
About QuantumSphere, Inc.
QuantumSphere, Inc., (QSI) has developed a process to manufacture
metallic nanopowders with end-use application focused on the
chemical sector. The Company's principal activities include
capital formation, research and development, and marketing of its
metallic nanopowder products. The Company manufactures various
metals, bi-metallic alloys and catalysts at the nanoscale,
including iron, silver, copper, nickel and manganese. It offers
custom dispersions and integrated catalytic solutions for the
energy storage and chemical sectors, including nanoscale gold,
palladium, aluminum and tin. The Company's products include
QSI-Nano Iron, QSI-Nano Silver, QSI-Nano Copper, QSI-Nano Nickel
and QSI-Nano Manganese.
QuantumSphere reported a net loss of $4.36 million on $46,669 of
net sales for the fiscal year ended June 30, 2016, compared with a
net loss of $5.31 million on $48,047 of net sales for the fiscal
year ended June 30, 2015.
As of Sept. 30, 2016, Quantumsphere had $1.11 million in total
assets, $4.52 million in total liabilities, and a total
stockholders' deficit of $3.41 million.
Squar Milner LLP issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
June 30, 2016, citing that the Company has recurring losses from
operations since inception and has limited working capital.
QUEBECOR MEDIA: Moody's Hikes CFR to Ba2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Quebecor Media Inc.'s (QMI)
corporate family rating (CFR) to Ba2 from Ba3 while also upgrading
the company's probability of default rating (PDR) to Ba2-PD from
Ba3-PD, QMI's senior secured term loan rating to Ba3 from B1 and
the company's unsecured notes to B1 from B2. As part of the same
action, Moody's affirmed the Ba2 rating for senior unsecured notes
for QMI's wholly-owned operating company, Videotron Ltee
(Videotron), affirmed QMI's SGL-2 speculative grade liquidity
rating (good), and maintained QMI's stable rating outlook.
"Quebecor Media was upgraded because Moody's expects steady growth,
positive free cash flow, mid-three times leverage and the
flexibility to manage a repurchase of the Caisse de Depot's
remaining stake without a materially adverse leverage impact" said
Bill Wolfe, Moody's senior vice president. Additionally, with an
out-of-province wireless expansion now being very unlikely, the
agency believes that cash flow can be augmented by spectrum sales.
Since Videotron represents about 97% of QMI's consolidated EBITDA
and the proportion keeps growing, Moody's expects that the
proportion of QMI's consolidated debts located at Videotron will
also continue to grow. In turn, since nearly 60% of QMI's
liabilities in Moody's loss given default model are represented by
Videotron's unsecured debts, their ratings are now aligned with
QMI's CFR at Ba2.
The following summarizes Moody's ratings and rating actions for
QMI.
Rating and outlook actions:
Issuer: Quebecor Media Inc.
-- Corporate Family Rating, upgraded to Ba2 from Ba3
-- Probability of Default Rating, upgraded to Ba2-PD from Ba3-PD
-- Speculative Grade Liquidity Rating, affirmed SGL-2
-- Outlook, maintained at Stable
-- Senior Secured Term Loan, upgraded to Ba3 (LGD5) from B1
(LGD5)
-- Senior Unsecured Regular Bond/Debenture, upgraded to B1 (LGD6)
from B2 (LGD5)
Issuer: Videotron Ltee
-- Senior Unsecured Regular Bond/Debenture, affirmed at
Ba2 (LGD3)
RATINGS RATIONALE
Quebecor Media's Ba2 CFR reflects Moody's expectation that QMI's
leverage of adjusted debt/EBITDA will normalize at about 3.5x
during 2018/2019 as modest growth of EBITDA continues, and
moderating capital expenditures and cash taxes allow either debt
repayment, or the accumulation of cash that can be applied towards
strategic alternatives, effectively precluding material re-levering
as the company addresses a key minority shareholder's exit. QMI's
rating is supported by the growth potential of its facilities-based
wireless offering, and the growth, sustainability, and
recession-resistance of its cable-based broadband communications'
cash flow. The rating is constrained by the cost of buying out the
Caisse de Depot, increasing IPTV competition, the potential of
additional spectrum spending in 2018/2019, and the company's
interest in buying an NHL hockey team for Quebec City.
Moody's assesses QMI's liquidity as good (SGL-2) based on positive
free cash flow of approximately $300 million (Moody's adjusted), a
small cash position ($21 at 31Dec2016), about $1.1 billion of
unused bank lines and an expected absence of covenant compliance
issues.
Rating Outlook
The stable outlook reflects expectations that QMI's leverage of
debt/EBITDA will moderate towards 3.5x during 2018 (3.7x at
Dec. 31, 2016 net of hedging); Moody's adjusted).
What Could Change the Rating - Up
If the company's business platform is stable, implying that growth
is to come primarily from organic sources, expectations of:
- Sustained debt/EBITDA leverage below ~3.25x (estimated 3.7x at
31Dec16 net of hedging); and
- Sustained FCF/TD above 7.5% (estimated at 2% at 31Dec16 net of
hedging).
What Could Change the Rating - Down
Expectations of:
- Sustained debt/EBITDA leverage above 3.75x (estimated 3.7x at
31Dec16 net of hedging); or
- Sustained FCF/TD below 5% (estimated at 2% at 31Dec16).
Corporate Profile
Headquartered in Montreal, Canada, Quebecor Media Inc. (QMI), is a
holding company whose primary operations involve fixed-line and
wireless telecommunications via Videotron Ltee (about 97% of QMI's
EBITDA)), with secondary operations involving newspaper publishing
(QMI), television broadcasting (TVA Group Inc. (TVA)), music
production and distribution, sports, and entertainment.
The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.
QUEEN ELIZABETH: SMS Financial's Bid to File Late Claim Granted
---------------------------------------------------------------
In the case captioned In re: QUEEN ELIZABETH REALTY CORP., Debtor,
Case No. 13-12335(SMB)(Bankr. S.D.N.Y.), Judge Stuart M. Bernstein
of the United States Bankruptcy Court for the Southern District of
New York granted SMS Financial G, LLC's motion to file a late
claim.
In June 2012, summary judgment was entered by the state court on
the issue of liability in favor of All Points Capital against the
defendants, which included the debtor, Queen Elizabeth Realty Corp.
On or about January 31, 2013, All Points and all but two of the
defendants entered into a stipulation in which the stipulating
defendants consented to the entry of judgment in the sum of $1.5
million. Nobody signed the stipulation on behalf of Queen
Elizabeth and the signature line was left blank. The state court
clerk entered a judgment against the stipulating defendants but not
against the debtor. The penultimate decretal paragraph in the
judgment provided that All Points "sever and continue the action
against the Defendant, Queen Elizabeth Realty Corp."
When Queen Elizabeth filed its chapter 11 case on July 17, 2013, it
did not schedule All Points as a creditor. The Court issued an
order establishing October 28, 2013 as the deadline for filing
prepetitions claims. Queen Elizabeth did not mail a copy of the
bar date to All Points. Furthermore, the bar date order did not
require publication notice.
On or about December 8, 2015, All Points' successor, Capital One
Equipment Finance Corp., assigned its rights to SMS. SMS claimed
it first learned about the debtor's bankruptcy at around this time.
The evidence presented also indicated that Capital One learned
about the debtor's bankruptcy only on December 2, 2015.
On April 5, 2016, SMS sought permission to file a late claim,
arguing that it should be granted the oppportunity to file a late
claim because the debtor did not serve the bar date notice on All
Points.
Queen Elizabeth opposed the motion, maintaining that SMS'
predecessor was an unknown creditor that was not entitled to actual
notice but even if it was known, it independently acquired
knowledge that the bar date had passed, failed to seek permission
to file a late claim until four months later, and that granting the
motion will severely prejudice the debtor and its estate.
Judge Bernstein held that the dispute as to whether All Points was
a known or unknown creditor is immaterial, the bottomline being
that the debtor did not provide notice consistent with due process.
Further, the judge held that the reason for the delay weighs
heavily in SMS' favor, without prejudice to the debtor's right to
file an objection to the SMS claim, if appropriate.
A full-text copy of Judge Bernstein's March 24, 2017 memorandum
decision and order is available at:
http://bankrupt.com/misc/nysb13-12335-374.pdf
SMS Financial G, LLC is represented by:
James M. Andriola, Esq.
ANDRIOLA LAW, PLLC
1385 Broadway, 22nd Floor
New York, NY 10018
Email: james@andriolalaw.com
Tel: (646)209-9863
Debtor is represented by:
Robert L. Rattet, Esq.
HERRICK, FEINSTEIN LLP
2 Park Avenue
New York, NY 10016
Tel: (212)592-1491
Fax: (212)545-2324
Email: rrattet@herrick.com
About Queen Elizabeth Realty Corp.
Queen Elizabeth Realty Corp. was formed in 1994 and owns a
commercial condominium unit consisting of the ground and basement
floors of the Royal Elizabeth Condominium located at 157 Hester
Street a/k/a 68-82 Elizabeth Street, New York, New York.
Queen Elizabeth filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013. Judge Stuart M.
Bernstein presides over the case.
The petition was signed by Jeffrey Wu, president of QERC and owner
of 1/3 of the Debtor's shares. Jeffrey Wu and Lewis Wu (brothers
of Phillip Wu, brothers-in-law of Margaret Wu), and Phillip Wu,
each own 1/3 of the shares of the Debtor.
The Debtor disclosed $20 million of total assets and $12 million of
total liabilities in its Schedules.
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as the Debtor's counsel.
On Aug. 8, 2013, Margaret Wu filed a motion to dismiss the case.
On Sept. 18, 2013, receiver Dean K. Fong, Esq., filed a motion to
dismiss the case or in the alternative, excuse the receiver from
turnover requirements. The Court denied the motions to dismiss
from the bench at a hearing on Oct. 31, 2013.
The Debtor has commenced an adversary proceeding, Adv. Pro. No.
13-01386, against the receiver and Margaret Wu, seeking, among
other things, declaratory judgment clarifying the ownership
interests of the Debtor, and turnover of the property from the
receiver.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
QUOTIENT LIMITED: Christopher Lindop Appointed CFO
--------------------------------------------------
Quotient Limited appointed Christopher J. Lindop, age 59, as the
Company's chief financial officer on Feb. 9, 2017. In connection
with the appointment of Mr. Lindop, the Company and Mr. Lindop
entered into a subscription agreement pursuant to which Mr. Lindop
subscribed for, and the Company agreed to issue, 50,000 ordinary
shares at a price of $6.41 per share (which was equal to the
closing price of the Company's ordinary shares as reported on the
Nasdaq Global Market on such date) for aggregate proceeds of
$320,500. The Subscription Agreement contains customary
representations, warranties and indemnification obligations of the
parties. The Subscription Shares were issued to Mr. Lindop on Feb.
14, 2017.
Prior to joining the Company, Mr. Lindop served as chief financial
officer from January 2007 until June 2016 and as executive vice
president of business development from August 2007 until May 2016
of Haemonetics Corporation (NYSE:HAE), a global leader in blood
processing technology. From September 2003 to December 2006, Mr.
Lindop served as chief financial officer of Inverness Medical
Innovations, Inc., a global developer, manufacturer and marketer of
medical diagnostic products. From June 2002 to September 2003, he
served as an audit partner with the Boston office of Ernst & Young
LLP, an accounting firm. From 1991 to 2002, he served as an audit
partner with the Boston office of Arthur Andersen LLP, an
accounting firm. In addition, Mr. Lindop has served as a director
of Parexel International Corporation (NASD: PRXL) since 2006, where
he currently acts as chairman of the audit and finance committee
and as a member of the nominating and governance committee. Mr.
Lindop holds a B.A. in Business from the University of Strathclyde
(Scotland).
Concurrently with the Company's appointment of Mr. Lindop as chief
financial officer, Roland Boyd stepped down as interim chief
financial officer. Mr. Boyd will continue to serve as the
Company's group financial controller & treasurer and principal
accounting officer.
In connection with such appointment, the Company entered into an
Employment Agreement with Mr. Lindo. The Employment Agreement has
no specific term and establishes an at-will employment
relationship. Mr. Lindop's current annual base salary for fiscal
year 2017 is $375,000, and he is eligible to receive customary
employee benefits. Mr. Lindop's base salary will be reviewed
annually starting as of June 1, 2018.
The Company has agreed to indemnify Mr. Lindop to the maximum
extent permitted by our organizational documents and applicable law
for any acts or decisions made in good faith while performing
services for the Company.
In addition to his salary, Mr. Lindop is also entitled to a
relocation allowance of $120,000 per annum for necessary, customary
and usual living expenses while his employment location is Eysins,
Switzerland, and the Company will reimburse Mr. Lindop for
reasonable initial relocation costs up to $50,000, excluding the
cost of flights. The Company will also reimburse Mr. Lindop for
certain air travel expenses of his family. Mr. Lindop is eligible
for an annual discretionary bonus equal to 65% of his base salary,
subject to achievement of corporate performance goals and
individual performance goals.
The Company has granted Mr. Lindop 175,000 restricted share units
and 125,000 share options to purchase ordinary shares at a price of
$6.41 per share (which was equal to the closing price of the
Company’s ordinary shares as reported on the Nasdaq Global Market
on the date of grant). The RSUs and the Share Options will vest in
three equal installments on the anniversary of the effective date
of the Employment Agreement. The Share Options have a term of ten
years. The Share Options will be forfeited if not exercised before
the expiration of their respective terms. In addition, in the
event Mr. Lindop's employment is terminated, any RSUs or Share
Options not vested will be forfeited upon termination. This grant
of RSUs and Share Options was entered into as an inducement
material for Mr. Lindop to enter into employment with the Company.
About Quotient Limited
Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets. With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms. The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.
QUOTIENT LIMITED: Cormorant Owns 9.9% of Shares as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of ordinary shares, nil par value, of Quotient Limited as of Dec.
31, 2016:
Shares Percentage
Beneficially of
Reporting Person Owned Shares
---------------- ------------- ----------
Cormorant Global Healthcare 2,445,840 8.3%
Master Fund, LP
Cormorant Global 2,445,840 8.3%
Healthcare GP, LLC
Cormorant Asset Management, LLC 2,940,000 9.96%
Bihua Chen 2,940,000 9.96%
The Percentages are based upon 29,503,784 issued and outstanding
stock as of Oct. 28, 2016, as reported in the Company's Form 10-Q
filed with the SEC on Nov. 1, 2016.
A full-text copy of the regulatory filing is available at:
https://is.gd/ktoikk
About Quotient Limited
Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets. With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms. The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.
QUOTIENT LIMITED: Perceptive Reports 9.67% Stake as of Dec. 31
--------------------------------------------------------------
Perceptive Advisors LLC and Joseph Edelman disclosed in a Schedule
13G filed with the Securities and Exchange Commission that as of
Dec. 31, 2016, they beneficially own 2,854,486 shares of common
stock of Quotient Limited representing 9.67 percent of the shares
outstanding. Perceptive Life Sciences Master Fund, Ltd. also
reported beneficial ownership of 2,612,254 common shares as of that
date. A full-text copy of the regulatory filing is available for
free at https://is.gd/kwyFbC
About Quotient Limited
Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets. With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms. The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.
QUOTIENT LIMITED: Sio Capital Discloses 7.58% Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Sio Capital Management, LLC disclosed that as of Dec.
31, 2016, it beneficially owns 2,237,771 ordinary shares, no par
value, of Quotient Limited representing 7.58 percent based on
29,503,784 shares of common stock outstanding as of Oct. 28, 2016,
as reported in the Issuer's Form 10-Q filed with the SEC on Nov. 1,
2016. A full-text copy of the regulatory filing is available for
free at https://is.gd/qkdTJ8
About Quotient Limited
Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets. With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms. The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.
REDBOX WORKSHOP: Wants Authorization on Cash Collateral Use
-----------------------------------------------------------
RedBox Workshop, Ltd. seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Illinois to use certain cash and
cash equivalents that allegedly serve as collateral for claims
asserted by Cornerstone National Bank & Trust.
Cornerstone National Bank asserts a first position liens and
security interests against the Debtor and its personal property to
secure an indebtedness in the current aggregate amount of
approximately $77,342.
In order for the Debtor to continue to operate its business and
manage its financial affairs in the ordinary course and effectuate
an effective reorganization, it is essential that the Debtor be
authorized to use cash collateral for, among other things, job
materials and expenses, insurance, utilities, employee
compensation, rent, marketing, and other miscellaneous items needed
in the ordinary course of business as set forth in the proposed
Budget.
The proposed Budget for the week beginning March 20, 2017 through
week beginning May 1, 2017 reflects total operating expenses in the
aggregate approximate amount of $354,207.
The Debtor proposes to provide Cornerstone National Bank these
forms of adequate protection:
(a) The Debtor will permit Cornerstone National Bank to
inspect, upon reasonable notice, within reasonable hours, the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance
to cover all of its assets from fire, theft and water damage;
(c) The Debtor will, upon reasonable request, make available
to Cornerstone National Bank evidence of that which purportedly
constitutes its collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) Cornerstone National Bank will be granted valid,
perfected, enforceable security interests in and to Debtor's
post-petition assets, including all proceeds and products which are
now or hereafter become property of this estate to the extent and
priority of its alleged pre-petition liens, but only to the extent
of any diminution in the value of such assets during the period
from the commencement of the Debtor's Chapter 11 case through the
next hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated March 20, 2017, is
available at https://is.gd/bEX88N
A copy of the Debtor's Budget is available at https://is.gd/PH36Yp
About RedBox Workshop, Ltd.
Based in Chicago, RedBox Workshop -- Redboxworkshop.com -- is a
full-service studio offering design, fabrication, project
management and printing services. The Company is equally owned by
Anthony C. LaBrosse and Pamela L. Parker. The Company's principal
office is located at 3121 N. Rockwell Street, Chicago, Illinois
60618.
RedBox Workshop, Ltd. filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-08627), on March 20, 2017. The Petition was signed by
Pamela L. Parker, President. The case is assigned to Judge Carol A.
Doyle. The Debtor is represented by Jeffrey C. Dan, Esq. at Crane,
Heyman, Simon, Welch & Clar. At the time of filing, the Debtor had
both assets and liabilities estimated to be between $1 million to
$10 million.
RENAISSANCE DEVELOPMENT: Hearing on DIP Financing Set for April 4
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
scheduled for April 4, 2017, at 10:00 a.m. the hearing to consider
Renaissance Development, LLC's request for authorization to obtain
unsecured credit allowable as an administrative expense.
Any responsive papers should be filed with the Court and served on
the Debtor's counsel no later than seven days prior to the return
date.
On March 13, 2017, the Debtor sought the Court's permission to
obtain unsecured credit on a property in Pompton Plains, New
Jersey, owned by another entity in which the Debtor's managing
member has an equity interest. The Pompton Plains property is
currently unencumbered and it is expected that the Debtor will be
able to obtain sufficient financing which, when added to the amount
that the Debtor's managing member will contribute to the Debtor,
will be sufficient to payoff Oritani Bank.
The Debtor's five-unit commercial property in Carlstadt, New
Jersey, is subject to a first mortgage lien in favor of Oritani
Bank, which had obtained a judgment of foreclosure and a sale of
the Property was scheduled for the Petition Date.
Since the Petition Date, the Debtor has been exploring various
means to obtain financing to allow the Debtor to pay Oritani Banki
in full.
The Debtor currently has insufficient cash on hand to make interest
only debt service payments to Oritani Bank. To have available
liquidity to make payments pending a close on the refinancing of
the Pompton Plains property, the Debtor's managing member has
offered to lend the Debtor up to $25,000, in monthly installments
equal to the interest only debt serivce payment, payable with
interest at 5% per annum on the one year anniversary of the date of
entry of an order approving the loan from the Debtor's managing
member to the Debtor.
The purpose of the Loan is to use the proceeds to make interest
only debt service payments to Oritani Bank pending a refinancing of
the Pompton Plains property. Upon approval of the Loan, the
Debtor's managing member will fund the interest only payments due
for April 2017 to Oritani Bank and thereafter, up to $25,000
aggregate amount of the Loan, fund monthly interest only payments
due to Oritani Bank on the first day of each month.
The Loan is necessary in order for the Debtor to have sufficient
cash to make interest only payments to Oritani and allow the Debtor
additional time to complete the refinancing of the Pompton Plains
property which will provide a source of funding to pay off Oritani
Bank.
A copy of the Debtor's request for permission to obtain financing
is available at http://bankrupt.com/misc/njb16-29215-32.pdf
Renaissance Development LLC owns a five-unit commercial property
located at 301 Hoboken Road, Carlstadt, New Jersey.
The Debtor sought Chapter 11 protection (Bankr. D.N.J. Case No.
16-29215) on Oct. 7, 2016, disclosing under $1 million in both
assets and liabilities. The Debtor is represented by John P. Di
Iorio, Esq., at Shapiro Croland Reiser Apfel & Di Iorio.
ROBINSON OUTDOOR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robinson Outdoor Products, LLC
110 North Park Drive
Cannon Falls, MN 55009
Case No.: 17-30904
Business Description: Based in Robinson Cannon Falls, Minnesota,
Outdoor Products, LLC
-- www.robinsonoutdoors.com -- designs and
produces hunting apparel for hunters.
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
District of Minnesota (St Paul)
Judge: Hon. William J Fisher
Debtor's Counsel: Yvonne R. Doose, Esq.
STEVEN B NOSEK, P.A.
2855 Anthony Ln S, Ste 201
St Anthony, MN 55418
Tel: 612-877-8041
Fax: 612-789-2109
Email: ydoose@dooselawfirm.com
- and -
Steven B Nosek, Esq.
STEVEN B NOSEK, P.A.
2855 Anthony Ln S, Ste 201
St Anthony, MN 55418
Tel: 612-335-9171
Email: snosek@noseklawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Shultz, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mnb17-30904.pdf
RXI PHARMACEUTICALS: Alexey Wolfson Holds 5.7% Equity Stake
-----------------------------------------------------------
Alexey Wolfson disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Jan. 6, 2017, he
beneficially owns 941,485 shares of common stock $0.0001 par value,
of RXi Pharmaceuticals Corporation representing 5.7 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/BedaQX
About RXi
RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology. The company develops therapies
based on siRNA technology and immunotherapy agents. Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma. The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring. Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma. The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.
RXi reported a net loss of $10.22 million in 2015 following a net
loss of $8.80 million in 2014. As of Sept. 30, 2016, RXi
Pharmaceuticals had $4.90 million in total assets, $1.86 million in
total liabilities and $3.03 million in total stockholders' equity.
"The Company has limited cash resources, has reported recurring
losses from operations since inception and has not yet received
revenues from sales of products. These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern, and the Company's current cash resources may not provide
sufficient capital to fund operations for at least the next twelve
months. Historically, the Company's primary source of financing
has been through the sale of its securities. The continuation of
the Company as a going concern depends upon the Company's ability
to raise additional capital through an equity offering, debt
offering or strategic opportunity to fund its operations. There
can be no assurance that the Company will be successful in
accomplishing these plans in order to continue as a going concern,"
the Company stated in its quarterly report for the period ended
Sept. 30, 2016.
RXI PHARMACEUTICALS: Timothy J Barberich Has 6% Stake as of Jan. 6
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Timothy J Barberich disclosed that as of Jan. 6, 2017,
he beneficially owns 1,001,331 shares of common stock of RXi
Pharmaceuticals Corporation representing 6 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/CbESgj
About RXi
RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology. The company develops therapies
based on siRNA technology and immunotherapy agents. Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma. The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring. Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma. The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.
RXi reported a net loss of $10.22 million in 2015 following a net
loss of $8.80 million in 2014. As of Sept. 30, 2016, RXi
Pharmaceuticals had $4.90 million in total assets, $1.86 million in
total liabilities and $3.03 million in total stockholders' equity.
"The Company has limited cash resources, has reported recurring
losses from operations since inception and has not yet received
revenues from sales of products. These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern, and the Company's current cash resources may not provide
sufficient capital to fund operations for at least the next twelve
months. Historically, the Company's primary source of financing
has been through the sale of its securities. The continuation of
the Company as a going concern depends upon the Company's ability
to raise additional capital through an equity offering, debt
offering or strategic opportunity to fund its operations. There
can be no assurance that the Company will be successful in
accomplishing these plans in order to continue as a going concern,"
the Company stated in its quarterly report for the period ended
Sept. 30, 2016.
S DIAMOND STEEL: Disclosure Statement Hearing Set for May 3
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona is set to
hold a hearing on May 3, at 11:00 a.m., to consider approval of the
disclosure statement, which explains the Chapter 11 plan of
reorganization of S Diamond Steel Inc.
The hearing will take place at Courtroom No. 701, 7th Floor, 230
North First Avenue, Phoenix, Arizona. Objections must be filed
five business days prior to the hearing.
The Troubled Company Reporter previously reported that the Debtor's
amended disclosure statement provides that Class 7 General
Unsecured Claims -- $1,535,584.77 as of filing date -- are impaired
by the Plan. Projected dividend is $1,140,407.23. All allowed and
approved claims under this class will be paid in full from all
funds available for distribution. Interest in this class will not
be paid unless required by law. Upon full adjudication of the
claim alleged by Class 8, if any amount is due in Class 8 it will
be paid pro rata with the creditors of Class 7 and the Plan will be
extended by the number of months necessary to provide full payment
of all claims provided for in this class. It is anticipated that
payments under this class will start between the seventh and ninth
month the Plan, after payment in full of all allowed administrative
expense and priority tax claims, at the rate of $50,000 per month,
disbursed on a pro rata basis.
The funds necessary for the satisfaction of all approved and
allowed claims will be derived from the Debtor's income from its
operations.
The Debtor's original Plan provides that Class 7 General Unsecured
Claims would be paid in full from all funds available for
distribution. It was anticipated that payments under this class
would start in the seventh month of the Plan. As of the filing
date, Class 7 claims total $1,532,696.01. As of Jan. 16, 2017, the
claims total $1,137,518.47. Projected dividend is $1,137,518.47,
which totals about 74% of the total allowed claim amount.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/azb16-07846-112.pdf
About S Diamond Steel
S Diamond Steel, Inc., based in Phoenix, AZ, filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 16-07846) on July 11, 2016. The
petition was signed by Matthew Miles Stevens, president. The case
is assigned to Judge Brenda K. Martin. Allan NewDelman, Esq., at
Allan D. NewDelman P.C. serves as the Debtor's legal counsel.
The Debtor disclosed $1.59 million in total assets and $5.58
million in total liabilities.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
On January 16, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement. The plan proposes to pay
Class 7 general unsecured claims in full.
SEALED AIR: S&P Puts 'BB' CCR on CreditWatch Positive
-----------------------------------------------------
S&P Global Ratings said that it has placed all of its ratings on
Sealed Air Corp., including S&P's 'BB' corporate credit rating, on
CreditWatch with positive implications.
Sealed Air announced that it has entered into a definitive
agreement to sell its Diversey Care division and the food hygiene
and cleaning business in its Food Care division (together "New
Diversey") to affiliates of Bain Capital for a total consideration
of approximately $3.2 billion.
"The CreditWatch positive placement reflects our belief that Sealed
Air's credit measures, which include an S&P Global adjusted
debt-to-EBITDA metric of 4x as of Dec. 31, 2016, will likely
improve if the transaction closes as announced," said S&P Global
credit analyst Steven Mcdonald.
S&P intends to resolve the CreditWatch positive placement when the
transaction closes and it has more clarity around the timing of
Sealed Air's planned debt repayment, how many shares it will
repurchase, and what kind of acquisition strategy it will pursue
going forward. S&P also intends to reassess Sealed Air's existing
competitive position relative to its peers.
SERVICEMASTER CO: Loan Repricing No Impact on Moody's Ba3 CFR
-------------------------------------------------------------
Moody's Investors Service said The ServiceMaster Company, LLC's (a
wholly-owned subsidiary of publicly-traded Servicemaster Global
Holdings, Inc.,) announced plan to lower pricing of its $1,650
million Term Loan B due 2023 is a modestly-positive credit and
liquidity development, but the Ba3 Corporate Family rating, Ba3-PD
Probability of Default rating, Ba2 senior secured, B1 senior
unsecured, and SGL-1 Speculative Grade Liquidity ratings, as well
as the stable rating outlook, are unchanged at this time.
ServiceMaster is a national provider of products and services
(termite and pest control, home service contracts, cleaning and
disaster restoration, house cleaning, furniture repair and home
inspection), through company-owned operations and franchise
licenses. Moody's expects revenues of over $2.8 billion in 2017.
SEVENTY SEVEN: April 20 Stockholders Meeting on Merger Deal
-----------------------------------------------------------
Seventy Seven Energy Inc. will hold a special meeting of its
stockholders in connection with the proposed merger with
Patterson-UTI Energy, Inc., on April 20, 2017, at 9:00 a.m. Central
Time, at SSE's offices at 777 N.W. 63rd Street, Oklahoma City,
Oklahoma 73116.
At the special meeting, SSE's stockholders will consider and vote
upon (i) the proposal to adopt the previously announced Agreement
and Plan of Merger dated as of Dec. 12, 2016, by and among SSE,
Patterson-UTI Energy, Inc., and Pyramid Merger Sub, Inc., (ii) the
proposal to approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to SSE's named
executive officers in connection with the merger contemplated by
the Merger Agreement and (iii) a proposal to approve the
adjournment of SSE's special meeting to a later date or dates, if
necessary or appropriate, to solicit additional proxies in the
event there are not sufficient votes at the time of the special
meeting to approve the Merger Agreement Adoption Proposal.
SSE's stockholders of record at the close of business on Feb. 22,
2017, will be entitled to receive notice of the special meeting and
to vote at the special meeting.
Patterson-UTI Energy, Inc. (NASDAQ: PTEN) also will hold a special
meeting of its stockholders in connection with the proposed merger
on April 20, 2017 at 9:00 a.m. Central Time, at Patterson-UTI's
offices at 10713 West Sam Houston Parkway North, Suite 800,
Houston, Texas 77064. Patterson-UTI's stockholders of record at
the close of business on February 22, 2017, will be entitled to
receive notice of the special meeting and to vote at the special
meeting.
In December 2016, SSE entered into an Agreement and Plan of Merger
with Patterson-UTI Energy, Inc., a Delaware corporation, and
Pyramid Merger Sub, Inc., a Delaware corporation and a direct,
wholly owned subsidiary of Patterson-UTI. Patterson-UTI will
acquire SSE in exchange for newly issued shares of Patterson-UTI
common stock, par value $0.01 per share. The Merger Agreement
provides that, upon the terms and subject to the conditions set
forth therein, Merger Sub will be merged with and into SSE, with
SSE continuing as the surviving entity and a wholly owned
subsidiary of Patterson-UTI. The merger is expected to close late
first quarter or early second quarter 2017.
A copy of the Joint Proxy Statement is available at
https://is.gd/bVaYiR
About Seventy Seven Energy Inc.
Headquartered in Oklahoma City, SSE provides a wide range of
wellsite services and equipment to U.S. land-based exploration and
production customers. SSE's services include drilling, hydraulic
fracturing and oilfield rentals and its operations are
geographically diversified across many of the most active oil and
natural gas plays in the onshore U.S., including the Anadarko and
Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara
and Utica shales. Seventy Seven Operating LLC (SSO) is the primary
operating subsidiary of Seventy Seven Energy Inc. (OTCPK:SVNT).
Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc.,
Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C.,
Seventy Seven Land Company LLC, Nomac Drilling, LLC, Performance
Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC,
Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand
Company, LLC, filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419,
respectively) on June 7, 2016. The Debtors disclosed total assets
of $1.77 billion and total liabilities of $1.72 billion.
The Debtors engaged Baker Botts LLP as general bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres
&
Co. LLC as investment banker; Alvarez & Marsal as restructuring
advisor; and Prime Clerk LLC as notice, claims and balloting
agent.
Judge Laurie Selber Silverstein handled the Chapter 11 cases.
Chapter 11 Emergence
The Delaware Bankruptcy Court on July 14, 2016, issued an order
confirming the Joint Pre-packaged Plan of Reorganization of the
Debtors. On Aug. 1, 2016, the Plan became effective pursuant to
its terms and the Debtors emerged from their Chapter 11 cases.
The Plan contemplated the payment in full in the ordinary course
of
all trade creditors and other general unsecured creditors; the
exchange of the full $650.0 million of the 2019 Notes into 96.75%
of new common stock issued in the reorganization; the exchange of
the full $450.0 million of the 2022 Notes for 3.25% of the New
Common Stock as well as warrants exercisable for 15% of the New
Common Stock at predetermined equity values; the issuance to
existing common stockholders of two series of warrants exercisable
for an aggregate of 20% of the New Common Stock at predetermined
equity values; the maintenance of the Company's $400.0 million
existing secured Term Loan while the lenders holding Term Loans
(i)
received (a) payment of an amount equal to 2% of the Term Loans;
and (b) as further security for the Term Loans, second-priority
liens and security interests in the collateral securing the
company's New ABL Credit Facility. The Plan effectuated, among
other things, a substantial reduction in the Company's debt,
including $1.1 billion in the aggregate of the face amount of the
2019 Notes and 2022 Notes.
In support of the Plan, the enterprise value of the Successor
Company was estimated and approved by the Bankruptcy Court to be
in
the range of $700 million to $900 million. The Company used the
high end of the Bankruptcy Court-approved enterprise value -- $900
million -- as estimated enterprise value.
* * *
In a November 2016 statement, Moody's Investors Service said it
has
assigned a Caa1 rating on Seventy Seven Operating LLC's senior
secured 1st lien term loan due 2020. SSO is the primary operating
subsidiary of SSE. SSO has a Corporate Family Rating of Caa1 from
Moody's.
S&P Global Ratings assigned a 'CCC+' corporate credit rating on
SSE
following the Company's Chapter 11 exit. S&P said in an August
2016 statement it views SSE's business risk as vulnerable. S&P
continues to assess SSE's financial risk profile as highly
leveraged, reflecting funds from operations (FFO) to debt of less
than 5% this year, although credit metrics have improved as a
result of the $1.1 billion reduction in debt. S&P views SSE's
liquidity as adequate.
SHAFFER & ASSOCIATES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Shaffer & Associates Limited as
of March 27, according to a court docket.
Shaffer & Associates Limited, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. W.Va. Case No. 17-00185) on February 26,
2017, disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Brian R. Blickenstaff, Esq., at Turner
& Johns, PLLC.
SMITH HEALTH CARE: U.S. Trustee Seeks to Terminate PCO Appointment
------------------------------------------------------------------
Andrew R. Vara, the acting United States Trustee, asks the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to enter
an order terminating the appointment of a patient care ombudsman
for Smith Health Care, Ltd..
Given that the Debtor's Plan has been confirmed and that the Debtor
continues to comply with the terms of the Plan and all of its
obligations post-petition, the United States Trustee suggests that
the services of the patient care ombudsman are no longer necessary
to protect patients.
About Smith Health Care
Smith Health Care, Ltd., aka Smith Nursing Home, fdba Smith Nursing
& Convalescent Home of Mountain Top, Inc. (Bankr. M.D. Pa., Case
No. 14-05092) filed a Chapter 11 Petition on October 31, 2014. The
case is assigned to Judge Robert N Opel II.
The Debtor's counsel is John H. Doran, Esq., and Lisa M. Doran,
Esq., at Doran & Doran, P.C., in Wilkes-Barre, Pennsylvania.
The Debtor has estimated assets ranging from $1 million to $10
million and estimated liabilities ranging from $1 million to $10
million. The petition was signed by Donna L. Strittmatter,
president.
SOUTHWEST CUTTERS: Has Interim Nod to Use TGF Cash Collateral
-------------------------------------------------------------
Judge Christopher Mott of the U.S. Bankruptcy Court for the Western
District of Texas entered an agreed order granting Southwest
Cutters, LLC authority to use cash collateral on an interim basis
until April 11, 2017.
The Debtor was authorized to use the cash collateral only in the
ordinary course of business for actual and reasonable expenses in
the categories shown in the Budget. The approved Budget covering
the period from February 17 through May 5, 2017 provides total
operating costs in the aggregate amount of $1,370,383.
Team Growth Fund, LLC, whom the Debtor has scheduled a debt of
$1,685,728, has a first-lien security interest in most assets of
the Debtor, including without limitation, all of the Debtor's cash
equivalents, including cash on hand at Wells Fargo Bank, N.A.
Judge Mott awarded Team Growth Fund a replacement lien, which will
have the same priority as its existing liens in the cash
collateral, to the same extent that they were effective and
perfected pre-petition. In addition, the Debtor was directed to
make adequate protection payments of $5,633 to Team Growth Fund.
With regard the tangible personal property portion of the
collateral, the Debtor was directed to keep the collateral insured
against fire and the usual hazards with Team Growth Fund shown on
the policies as loss co-payee, and in reasonably good condition and
will accommodate inspection requests by Team Growth Fund.
Furthermore, the Debtor was directed to make available on-line
Monthly Operating Reports, on their due dates, file all
post-petition tax reports and returns on a timely basis, and pay
all post-petition taxes on a timely basis.
Any parties in interest who wish to object to the Debtor's use of
cash collateral were directed to file their objections with the
Clerk of Court and appear to be heard on April 11, 2017 at 1:00
p.m.
A full-text copy of the Agreed Order, dated March 17, 2017, is
available at https://is.gd/c0zedk
Team Growth Fund, LLC is represented by:
Clyde A. Pine, Esq.
Mounce, Green, Myers, Safi, Paxson & Galatzan, PC
100 N. Stanton, Suite 1000
El Paso, TX 79901
Telephone: 915-532-2000
Facsimile: 915-541-1526
Email: pine@mgmsg.com
About Southwest Cutters, LLC
Southwest Cutters, LLC, is a Texas limited liability company that
operates a cut-make-and-trim business, manufacturing garments. It
acquires an inventory of fabric, trim, and accessories in the
course of its operations. It converts the inventory
into-work-in-process and finished goods, and finished goods once
shipped become accounts receivable and proceeds of accounts
receivable.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 17-3028) on February 13, 2017. The Petition was
signed by Donald A. Martinez, Sr., managing member. The case is
assigned to Judge Christopher H. Mott. The Debtor is represented by
E.P. Bud Kirk, Esq. At the time of filing, the Debtor had $482,480
in total assets and $3.02 million in total liabilities.
SUNGEVITY INC: Taps AlixPartners as Restructuring Advisor
---------------------------------------------------------
Sungevity Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire AlixPartners, LLC as restructuring
advisor.
The firm will provide these services in connection with the Chapter
11 cases of Sungevity and its affiliates:
(a) assist the Debtors with information and analyses required
pursuant to their post-petition and exit financing;
(b) assist the Debtors in responding to and tracking calls
received from suppliers and customers through the vendor
management team;
(c) prepare financial-related disclosures; and
(d) assist the Debtors in identifying executory contracts and
unexpired leases and in performing cost/benefit
evaluations with respect to the assumption or rejection
of those contracts; and
(e) provide assistance in the implementation of court orders.
The hourly rates charged by the firm are:
Managing Director $960 – $1,135
Director $745 - $910
Vice-President $550 - $660
Associate $380 - $520
Analyst $135 - $365
Paraprofessional $250 - $415
Stephen Spitzer, managing director of AlixPartners, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stephen Spitzer
AlixPartners, LLC
2000 Town Center, Suite 2400
Southfield, MI 48075
About Sungevity
Sungevity, Inc., Sungevity SD, LLC, Sungevity Development, LLC,
Sungevity International Holdings, LLC and their subsidiaries and
affiliates ("Sungevity"), provide sales, marketing, system design,
installation, maintenance, financing services, and
post-installation services for solar energy systems in the U.S.,
the U.K. and Europe.
Sungevity is a privately-held technology company that, until
relatively recently, was successfully pursuing growth strategies.
The principal place of business for the company is 66 Franklin
Street, Suite 310, Oakland, California.
Sungevity, Inc. and three of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10561) on March 13, 2017. The petitions were signed by Andrew
Birch, chief executive officer. The cases are assigned to Judge
Laurie Selber Silverstein.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
Morrison & Foerster LLP serves as the Debtors' bankruptcy counsel.
The Debtors hired Young Conaway Stargatt & Taylor, LLP as local
counsel, and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
SUNGEVITY INC: Taps Ducera Securities as Investment Banker
----------------------------------------------------------
Sungevity, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire an investment banker.
Sungevity proposes to hire Ducera Securities LLC to provide these
investment banking services in connection with the Chapter 11 cases
of the company and its affiliates:
(1) General Financial Advisory and Investment
Banking Services
(a) familiarizing itself with the business, operations,
properties, financial condition, prospects and capital
structure of the Debtors;
(b) assisting in the development of financial data and
presentations to the Debtors' board of directors,
creditors and other parties;
(c) analyzing the Debtors' financial liquidity and
evaluate alternatives to improve such liquidity in
connection with a transaction;
(d) assisting in the evaluation of the Debtors' valuation,
debt capacity and alternative capital structures in
light of their projected cash flow;
(e) participating in negotiations among the Debtors and
their creditors, suppliers, lessors and other
parties with respect to any reorganization or
restructuring;
(f) advising the Debtors and negotiating with lenders on
potential waivers or amendments of various credit
facilities; and
(g) providing other advisory services customarily provided
in connection with the analysis and negotiation of any
of the transactions contemplated.
(2) Restructuring Services
(a) providing strategic advice with regard to any
reorganization, recapitalization, rescheduling,
modification or restructuring of the Debtors' equity,
debt securities or other indebtedness, obligations or
liabilities;
(b) analyzing various restructuring scenarios and the
potential impact of these scenarios on the value of
the Debtors and the recoveries of those stakeholders
impacted by the restructuring;
(c) providing financial advice and assistance to the
Debtors in developing a restructuring;
(d) providing financial advice and assistance to the
Debtors in structuring any new securities to be issued
in connection with a restructuring; and
(e) assisting the Debtors or participating in negotiations
with entities or groups affected by any restructuring.
(3) Financing Services
(a) providing financial advice to the Debtors in
structuring and effecting a private issuance, sale or
placement of the equity, equity-linked or debt
securities instruments and obligations of the Debtors
or any loan, or a rights offering, identifying
potential investors and contacting those investors;
and
(b) assisting in the arranging of a financing, including
identifying potential sources of capital, assisting in
the due diligence process, and negotiating the terms
of any proposed financing.
(4) Sale Services
(a) providing financial advice to the Debtors in
structuring, evaluating and effecting a sale
transaction, identifying potential acquirers, and
contacting and soliciting potential acquirers; and
(b) assisting in the arranging and executing of a sale
transaction.
Ducera will be paid a nonrefundable monthly advisory cash fee of
$150,000, and a financing fee equal to 2% of (i) the face amount of
any senior secured debt raised; (ii) the face amount of any junior
secured or unsecured debt raised; and (iii) any equity capital,
convertible or hybrid capital raised.
The firm will also receive either a restructuring fee of $1.5
million payable upon consummation of a restructuring, or a sale fee
equal to the greater of (i) 1% of the transaction value, and (ii)
$1.5 million.
Joshua Scherer, a partner at Ducera, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Joshua S. Scherer
Ducera Securities LLC
499 Park Avenue, 16th Floor
New York, NY 10022
Tel: (212) 671-9700
Email: info@ducerapartners.com
About Sungevity
Sungevity, Inc., Sungevity SD, LLC, Sungevity Development, LLC,
Sungevity International Holdings, LLC and their subsidiaries and
affiliates ("Sungevity"), provide sales, marketing, system design,
installation, maintenance, financing services, and
post-installation services for solar energy systems in the U.S.,
the U.K. and Europe.
Sungevity is a privately-held technology company that, until
relatively recently, was successfully pursuing growth strategies.
The principal place of business for the company is 66 Franklin
Street, Suite 310, Oakland, California.
Sungevity, Inc. and three of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10561) on March 13, 2017. The petitions were signed by Andrew
Birch, chief executive officer. The cases are assigned to Judge
Laurie Selber Silverstein.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
Morrison & Foerster LLP serves as the Debtors' bankruptcy counsel.
The Debtors hired Young Conaway Stargatt & Taylor, LLP as local
counsel, and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
SUNGEVITY INC: Taps Greentech Capital as Special Banker
-------------------------------------------------------
Sungevity, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Greentech Capital Advisors
Securities, LLC as "special renewable energy banker."
The firm will provide these services in connection with the Chapter
11 cases of Sungevity and its affiliates:
(a) study and evaluate the ongoing business and the operating
and financial condition of the Debtors;
(b) assess, identify and profile potential transactions and,
if authorized by the Debtors, identify and pursue
potential acquirers, including (i) communicating value
creation potential; (ii) helping potential acquirers
create internal consensus; and (iii) working without
disrupting any parallel alternatives created by the
Debtors or its investment banker;
(c) assist the Debtors in further organizing and managing the
data room, and handle the due diligence process in
connection with any marketing or sale process;
(d) as directed by the Debtors, proactively prepare and
manage their interaction with potential acquirers that
want to explore a transaction, including (i) assessing
the ability and commitment of each potential acquirer to
effect a transaction; (ii) coordinating visits of
potential acquirers as part of their due diligence
efforts; and (iii) maximizing efficiency of the Debtors'
and their professionals’ interactions with potential
acquirers by prioritizing discussions;
(e) meet with the senior management and professionals to
evaluate bids that become available to the Debtors
throughout the sale process;
(f) provide independent advice throughout the marketing and
sale process on any financial matters requested by the
Debtors; and
(g) provide other customer assistance and financial advice
and analysis in connection with the marketing and sale
process.
Greentech will receive a financing fee equal to 2% of the face
amount of any senior secured debt raised; the face amount of any
junior secured or unsecured debt raised; and any equity capital,
convertible or hybrid capital raised.
The firm will also receive either a restructuring fee in the amount
of $1.5 million payable upon consummation of a restructuring; or a
sale fee equal to the greater of (i) 1% of the transaction value
and (ii) $1.5 million.
Michael Horwitz, a partner at Greentech, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Horwitz
Greentech Capital Advisors Securities, LLC
640 Fifth Avenue,
New York, NY 10019
Tel: +1 212-946-3360
About Sungevity
Sungevity, Inc., Sungevity SD, LLC, Sungevity Development, LLC,
Sungevity International Holdings, LLC and their subsidiaries and
affiliates ("Sungevity"), provide sales, marketing, system design,
installation, maintenance, financing services, and
post-installation services for solar energy systems in the U.S.,
the U.K. and Europe.
Sungevity is a privately-held technology company that, until
relatively recently, was successfully pursuing growth strategies.
The principal place of business for the company is 66 Franklin
Street, Suite 310, Oakland, California.
Sungevity, Inc. and three of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10561) on March 13, 2017. The petitions were signed by Andrew
Birch, chief executive officer. The cases are assigned to Judge
Laurie Selber Silverstein.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
Morrison & Foerster LLP serves as the Debtors' bankruptcy counsel.
The Debtors hired Young Conaway Stargatt & Taylor, LLP as local
counsel, and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
SUNGEVITY INC: Taps Kurtzman Carson as Administrative Advisor
-------------------------------------------------------------
Sungevity Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Kurtzman Carson Consultants LLC as
administrative advisor.
The firm will assist Sungevity Inc. and its affiliates in the
solicitation, balloting and tabulation of votes in furtherance of
confirmation of any reorganization plan; manage any distributions
to creditors; and provide other services.
The firm received a retainer in the amount of $20,000 for its
services.
Kurtzman does not hold any interest adverse to the Debtors'
bankruptcy estates, and is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Evan J. Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Ave.
El Segundo, CA 90245
Phone: 310-751-1803
Email: egershbein@kccllc.com
About Sungevity
Sungevity, Inc., Sungevity SD, LLC, Sungevity Development, LLC,
Sungevity International Holdings, LLC and their subsidiaries and
affiliates ("Sungevity"), provide sales, marketing, system design,
installation, maintenance, financing services, and
post-installation services for solar energy systems in the U.S.,
the U.K. and Europe.
Sungevity is a privately-held technology company that, until
relatively recently, was successfully pursuing growth strategies.
The principal place of business for the company is 66 Franklin
Street, Suite 310, Oakland, California.
Sungevity, Inc. and three of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10561) on March 13, 2017. The petitions were signed by Andrew
Birch, chief executive officer. The cases are assigned to Judge
Laurie Selber Silverstein.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
Morrison & Foerster LLP serves as the Debtors' bankruptcy counsel.
The Debtors hired Young Conaway Stargatt & Taylor, LLP as local
counsel, and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
SUNGEVITY INC: Wants to Obtain $20M Financing From LSHC Solar
-------------------------------------------------------------
Sungevity, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition financing from LSHC Solar Holdings LLC, consisting of
secured term loans in the aggregate principal amount of up to $20
million and use the cash collateral of Hercules, MMA Energy Capital
LLC, MHA Trust, LLC, and Wilmington Fund Society, FSB, as agent.
A copy of the Debtors' request for permission to obtain financing
is available at http://bankrupt.com/misc/deb17-10561-13.pdf
As of the Petition Date, the Debtors have outstanding obligations
under certain loan and security agreement -- consisting of a term
loan facility in an aggregate principal amount of $35.0 million and
a revolving loan facility in an aggregate principal amount of up to
$20 million -- dated as of March 31, 2015, by and between borrowers
Sungevity, Inc. and Sungevity Development, certain of Sungevity,
Inc.'s domestic subsidiaries as guarantors, and Hercules Capital,
Inc. as lender and agent.
The Debtor will use the loan from LSHC Solar to fund working
capital and other general corporate expenses of the Debtors,
including the payment of administrative expenses and other costs as
described in certain DIP Loan and Security Agreement by and among
the DIP Lender, as lender, Sungevity, Inc. and Sungevity
Development, LLC, as borrowers, and Sungevity SD, LLC and Sungevity
International Holdings LLC as guarantors and Wilmington Trust, N.A.
as the administrative agent for the DIP Lender, of which amount $10
million will be available on an interim basis with an initial draw
of $5 million at the closing.
The delayed draw term loans are $15 million, of which $10 million
will be available after the entry of the final court order, subject
to the terms of the DIP Loan Agreement.
Fixed rate is equal to 15% per annum, payable in kind. An
additional fixed rate of interest is equal to 4% per annum.
These fees must be paid:
a. facility charge of $500,000 to be paid on the closing
date;
b. $250,000 work fee to be paid on the closing date; and
c. commitment fee of 2.00% per annum for the undrawn portion
of the Delayed Draw Term Commitments, payable monthly in
cash in arrears.
The Debtors need to comply with these milestones:
(i) file the bankruptcy sale motion on the Petition Date;
(ii) obtain entry of the interim court order by the Court on or
before the date that is three business days after the
Petition Date;
(iii) obtain entry of the bidding procedures court order by the
Court on or before the date that is 15 days after the
Petition Date;
(iv) the final court order will have been entered by the Court
on or before the date that is 30 days after the Petition
Date;
(v) the bid deadline set forth in the Bidding Procedures Court
Order will occur on or before the date that is 10 days
after the Bidding Procedures Court Order Date;
(vi) if qualifying bids are received in accordance with the
Bidding Procedures Court Order, the Credit Parties will
hold an auction with respect to the Bankruptcy Sale on or
before the date that is 11 days after the Bidding
Procedures Court Order Date; and
(vii) the Credit Parties will obtain entry of court orders of
the Court authorizing the Bankruptcy Sale to the
successful bidder in accordance with the Bidding
Procedures Court Order, in each case in form and substance
reasonably acceptable to the required lenders on or before
the date that is 12 days after the Bidding Procedures
Court Order Date.
The DIP Lender and the Prepetition Secured Parties will have the
unqualified right to credit bid up to the full amount of the DIP
obligations and their claims, respectively, in any sale of the DIP
Collateral, without the need for further court order and regardless
of whether the sale is effectuated through Section 363 or 1129 of
the Bankruptcy Code, by a Chapter 7 trustee under Section 725 of
the U.S. Bankruptcy Code, or otherwise.
The termination date of the DIP Facility and cash collateral use is
The earliest to occur of (i) 30 days after the Petition Date unless
the final court order, acceptable to the DIP Lender, has been
entered, (ii) delivery of default notice of the occurrence of an
event of default, (iii) conversion of any of Case to Chapter 7
case, (iv) 45 days following the Petition Date, (v) the
consummation of a sale of all or substantially all of the Debtors'
assets pursuant to Section 363 of the Bankruptcy Code; (vi) the
effective date of a plan of reorganization or liquidation in the
cases; (vii) the date of filing or support by the DIP Borrower of a
plan of reorganization that does not provide for indefeasible
payment in full in cash of all obligations under the DIP Loan
Agreement, or (viii) the termination date of the term commitments
and the acceleration of any outstanding extensions of credit under
the DIP Loan Agreement.
The DIP Lender is granted valid, binding, enforceable non-avoidable
and automatically and properly perfected security interests in and
liens upon all of each DIP Borrowers' and each Subsidiary
Guarantors' right, title and interest in and to all of its personal
property, in each case.
All of the DIP Obligations constitute allowed superpriority
administrative expense claims with priority over any and all
administrative expenses of the Debtors, provided, that (i) the DIP
superpriority claims in respect of the DIP Facility will rank
equally in priority and share on a pro rata basis with respect to
all amounts payable in respect of the superpriority administrative
expense claims other than claims in respect of the carve-out and
the senior carve-out, and (ii) upon the entry of the final court
order, the DIP Superpriority Claims will attach to the proceeds of
the avoidance actions.
Cash Collateral Use
The Debtor will use cash collateral to finance the Debtors'
operations, administer and preserve value to the Debtors' estates
and complete sales process.
As adequate protection for the interest of the Prepetition Secured
Parties in the Prepetition Collateral on account of the granting of
the DIP Liens, the Prepetition Lenders will have additional
security interests and liens in the unencumbered collateral, which
will be junior only to the DIP Liens, the DIP Superpriority Claims,
the Senior Carve-Out, and the carve-out, and will, in each case, be
subject to the terms of the Prepetition Intercreditor Agreement.
In exchange for the subordination of their liens to the DIP Liens,
and only to the extent of a bid by the DIP Lender, the Senior
Prepetition Creditor will have additional and replacement security
interests and liens in the DIP Collateral, which will be junior
only to the DIP Liens, the DIP Superpriority Claims, the senior
carve-out, and the carve-out, and will, in each case, be subject to
the terms of the Prepetition Intercreditor
Agreement. Solely to the extent of the diminution of the value of
the prepetition collateral, and subject to the DIP Superpriority
Claims, the senior carve-out and the carve-out, the Prepetition
Lenders will have an allowed superpriority administrative expense
claim with priority over all administrative expense claims and
unsecured claims against the Debtors and their estates, now
existing or hereafter arising, of any kind or nature whatsoever.
The sale of any Prepetition Collateral pursuant to Section 363 of
the Bankruptcy Code will be sold free and clear of all liens;
provided, however, that the senior secured liens and junior secured
liens will be distributed and attach to the proceeds of any sale in
the order and priority as set forth in the interim court order, the
Prepetition Intercreditor Agreement and the
DIP Intercreditor Agreement.
About Sungevity
Sungevity, Inc, Sungevity SD, LLC, Sungevity Development, LLC,
Sungevity International Holdings, LLC and their subsidiaries and
affiliates -- http://www.sungevity.com/-- provide sales,
marketing, system design, installation, maintenance, financing
services, and post-installation services for solar energy systems
in the U.S., the U.K., and Europe. Sungevity is a privately-held
technology company that, until relatively recently, was
successfully pursuing growth strategies.
Sungevity Inc. and three of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del., Case No. 17-10561) on
March 13, 2017. The petitions were signed by Andrew Birch,
chief executive officer. The Debtors estimated $100 million to
$500 million in both assets and debts. Hon. Laurie Selber
Silverstein presides over the case.
The Debtors have tapped Morrison & Foerster LLP as general
counsel;
Young Conaway Stargatt & Taylor LLP as local counsel; AlixPartners
LLC as financial advisor; Ducera Securities LLC as investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, on March 22, 2017,
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Sungevity, Inc. and
its affiliates.
SUPERIOR LINEN: May Use Up To $350K of Financing; March 29 Hearing
------------------------------------------------------------------
The Hon. August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada has granted Superior Linen, LLC, permission to
obtain superpriority postpetition financing from RD VII
Investments, LLC, on an interim basis and up to the first tranche
of $350,000, as requested, pending a final hearing to be held on
March 29, 2017, at 9:30 a.m. with respect to the balance of
$525,000.
Debtor pledges and Lender is granted these rights in the
collateral: (i) a continuing security interest in all of the
Debtor's right, title and interest in the collateral and all other
assets previously secured by the Lender as of the date the Debtor
commenced its Chapter 11 case, together with all postpetition
accruals; and (ii) a super priority priming lien claim in the
Debtor's bankruptcy case in the amount of any outstanding
principal, interest and fees in respect of the Loan having priority
over all administrative expenses, subject only to these
professional fee carve-out: all allowed unpaid fees and expenses
payable under Sections 328, 330 and 331 of the U.S. Bankruptcy Code
to professional persons retained pursuant to orders of the Court by
the Debtor in its Chapter 11 case, not to exceed $125,000 to the
Debtor's general and special counsel, $100,000 to the Official
Committee of Unsecured Creditors (of which $55,000 is paid as of
the date hereof), and $150,000 to Province, Inc., as the Debtor's
financial advisors.
To the extent the security interest granted to the Lender pertains
to collateral as to which a prior security interest was granted by
the Debtor, and to the extent the security interest granted to the
Lender may prejudice any such prior existing security interest or
cause the breach of any prior existing security agreement or other
agreement, the Lender will be deemed to have a senior and priming
security interest, as approved by the Court, in the collateral with
respect to any such prior existing security interest.
A copy of the court order is available at:
http://bankrupt.com/misc/nvb16-15388-348.pdf
About Superior Linen
Superior Linen, LLC, doing business as Superior Linen and Laundry
Services, which operates as a commercial laundry and linen rental
company, filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-15388) on Sept. 30, 2016. The petition was signed by Robert E.
Smith, chief financial officer. The case is assigned to Judge Mike
N. Nakagawa. The Debtor estimated assets and debts at $10 million
to $50 million at the time of the filing.
The Debtor tapped Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC,
as bankruptcy counsel. Paras Barnett, Esq., at Barnett &
Associates is serving as special counsel. Province, Inc., serves
as financial and restructuring advisors.
The U.S. Trustee for Region 17 appointed three creditors of
Superior Linen, LLC, to serve on the Official Committee of
Unsecured Creditors: Baltic Linen Company, Inc., United Cleaners
Supply, Inc., and Regent Apparel. The Committee is represented by
Candace C. Carlyon, Esq., and Matthew R. Carlyon, Esq., at Morris,
Polich & Purdy, LLP.
THAT FURNITURE: Wants Interim Use of Cash Collateral Until May 30
-----------------------------------------------------------------
That Furniture Outlet, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Minnesota for interim use of
cash collateral through May 30, 2017, and a final order approving
the use of cash collateral through November 30, 2017.
The Debtor seeks to use cash collateral, specifically the proceeds
generated from the Debtor's retail operations, existing as of the
date of commencement of this case, in order to pay expenses in
accordance with the cash flow projections and budget. The proposed
six-months budget provides total expenses in the approximate amount
of $186,800 per month.
The Debtor intends to use the cash to continue its operation until
a plan of reorganization can be confirmed.
The creditors who may hold a security interest in the cash
collateral are:
(a) Midwest One Bank, which is owed approximately $175,340
(b) On Deck, which is owed approximately $233,426
(c) LG Funding, which is owed approximately $89,003
The Debtor proposes to grant its existing secured creditors a
replacement lien of the same validity, priority and effect as their
pre-petition lien. As further adequate protection, the Debtor will
pledge to operate its business in the ordinary course and in a
manner that will cash collateral to increase as provided in its
projections.
A final hearing on the Debtor's Motion will be held on April 12,
2017 at 10:30 a.m. Any response to the Motion for a final order
must be filed and delivered no later than April 7, 2017.
A full-text copy of the Debtor's Motion, dated March 20, 2017, is
available at https://is.gd/DAmmPc
About That Furniture Outlet, Inc.
That Furniture Outlet -- http://www.thatfurnitureoutlet.com-- is a
small organization in the furniture companies industry located in
Minneapolis, MN. The Debtor is a small business debtor as defined
in 11 U.S.C. Section 101(51D).
That Furniture Outlet, Inc. filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 17-40757), on March 19, 2017. The Petition was
signed by Andrew Johnson, President. The case is assigned to Judge
Kathleen H Sanberg. The Debtor is represented by Jeffrey H.
Butwinick, Esq. at Butwinick Law Office. At the time of filing, the
Debtor had $500,000 to $1 million in estimated assets and $1
million to $10 million in estimated liabilities.
TRI STATE STONE: Disclosure Statement Hearing Set for May 4
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona is set to
hold a hearing on May 4, at 1:30 p.m., to consider approval of the
disclosure statement, which explains the Chapter 11 plan of
reorganization of Tri State Stone, Inc.
The hearing will take place at the U.S. Bankruptcy Court, Courtroom
1, 98 West 1st Street, Yuma, Arizona. Objections are due by April
27.
On March 3, 2017, the Debtor filed a Chapter 11 plan of
reorganization, which proposes to pay $87,314.79 to unsecured
creditors over five years.
The Plan will be funded from Debtor's post-confirmation income.
Through hard work and by restructuring its debts, the Debtor is
confident that it can fulfill its obligations under the Plan.
A full-text copy of the Disclosure Statement dated March 3, 2017,
is available at:
http://bankrupt.com/misc/azb0-16-11275-34.pdf
About Tri State Stone
Tri State Stone, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-11275) on September
30, 2016. At the time of the filing, the Debtor estimated assets
of less than $100,000 and liabilities of less than $1 million.
No official committee of unsecured creditors has been appointed in
the case.
TRIANGLE USA: Third Amended Plan Declared Effective
---------------------------------------------------
The effective date of Triangle USA Petroleum Corporation, et al.'s
third amended joint Chapter 11 plan of reorganization occurred on
March 24, 2017.
All conditions precedent to consummation of the Plan have either
been satisfied or waived in accordance with the Plan and
confirmation court order. All requests for payment of an
administrative claim must be filed with the claims and solicitation
agent and served on counsel for the Debtors or the Reorganized
Debtors, as applicable, on or before April 24, 2017, the first
business day following the date that is 30 days after the Effective
Date. All final requests for payment of professional claims for
services rendered to the Debtors from the Petition Date through and
including the Effective Date will be filed with the Court on or
before May 8, 2017, the date that is 45 days after the Effective
Date.
On March 10, 2017, the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware confirmed the Debtors' third
amended joint Chapter 11 plan of reorganization dated March 8,
2017. A copy of the court order and the Plan is available at:
http://bankrupt.com/misc/deb16-11566-825.pdf
Class 5 TUSA General Unsecured Claims are impaired by the Plan. In
full and final satisfaction, settlement, release, and discharge of
and in exchange for each and every Allowed TUSA General Unsecured
Claim, each holder of an Allowed TUSA General Unsecured Claim will
receive its (A) pro rata share of the New TUSA HoldCo Common Stock,
subject to dilution in accordance with the New TUSA HoldCo Common
Stock Allocation, on the later of (1) the initial distribution
date, or (2) the first periodic distribution date occurring after
the later of (x) 30 days after the date when a TUSA General
Unsecured Claim becomes an Allowed TUSA General Unsecured Claim, or
(y) 30 days after the date when a TUSA General Unsecured Claim
becomes payable pursuant to any agreement between the Debtors (or
the Reorganized Debtors) and the holder of TUSA General Unsecured
Claim, and (B) solely if the holder is an eligible holder of an
Allowed TUSA General Unsecured Claim or a Disputed TUSA General
Unsecured Claim that has been provisionally allowed, subscription
rights for the purchase of rights offering securities on a ratable
basis in proportion to the allowed amount (or amount deemed
Provisionally Allowed) of the eligible holder's TUSA General
Unsecured Claims as of the rights offering record date.
Distributions under the Plan and the Debtors' post-effecitve date
operations will be fund from:
a. exit facility,
b. rights offering,
c. convenience claim excess balance, and
d. other plan funding.
About Triangle USA Petroleum Corporation
Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 16-11566) on June 29, 2016. The
cases are pending before Judge Mary F. Walrath.
At the time of the filing, TUSA estimated assets in the range of
$500 million to $1 billion and liabilities of up to $1 billion.
The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as
financial advisor, PJT Partners Inc. as investment banker and
Prime Clerk LLC as claims & noticing agent.
Andrew R. Vara, Acting U.S. Trustee, has informed the U.S.
Bankruptcy Court for the District of Delaware that a committee of
unsecured creditors has not been appointed in the Chapter 11 case
of Triangle USA Petroleum Corporation due to insufficient response
to the U.S. Trustee communication/contact for service on the
committee.
TWIN PONDS: Case Summary & 14 Unsecured Creditors
-------------------------------------------------
Debtor: Twin Ponds Duck Club, Inc.
dba Kayak Dock
dba Jet Dock
dba Quovis
300 Twin Ponds
Centreville, MD 21617
Case No.: 17-14275
About the Debtor: Twin Ponds Duck Club, Inc. is a small
business debtor as defined in 11 U.S.C.
Section 101(51D) engaged in the
manufacturing of Kayak Dock. Kayak Dock
comes with a standand rope system. High
grade marine aluminum handrails are an
option. Kayak Dock can be moored in a
variety of different angles to fit in
unconventional slips. Kayak dock can be
built around pilings when required. For
additional information, please visit
http://www.kayakdock.com/
Chapter 11 Petition Date: March 28, 2017
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. Thomas J. Catliota
Debtor's Counsel: Ronald J Drescher, Esq.
DRESCHER & ASSOCIATES
4 Reservoir Circle, Suite 107
Baltimore, MD 21208
Tel: (410) 484-9000
E-mail: ecfdrescherlaw@gmail.com
rondrescher@drescherlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Abram G. Hopper III, president.
A copy of the Debtor's list of 14 unsecured creditors is available
for free at:
http://bankrupt.com/misc/mnb17-14275.pdf
UNIQUE VENTURES: M. Colette Gibbons Named as Ch. 11 Trustee
-----------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania entered an Order approving the
appointment of M. Colette Gibbons, Esq., as Chapter 11 Trustee for
Unique Ventures Group, LLC.
The Order was made pursuant to the Application for Order Approving
the Appointment of Chapter 11 Trustee for the Debtor.
About Unique Ventures
Unique Ventures Group, LLC, based in Pittsburgh, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-20526) on February
13, 2017. Unique Ventures owns 28 Perkins Restaurant & Bakery
locations in Pennsylvania and Ohio. Unique may have an interest in
10 Burger Kings, all in Ohio, through a related entity, according
to a Pittsburgh Business Times report.
The Hon. Thomas P. Agresti presides over the Chapter 11 case. In
its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Eric E.
Bononi, receiver, CEO and CRO.
Unique Ventures has hired Leech Tishman Fuscaldo & Lampl, LLC and
RudovLaw as counsel. It has also hired Scott M. Hare, Attorney at
Law, to provide legal advice on litigation-related issues.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 2, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Unique Ventures
Group, LLC. The committee members are: (1) 3D Acquisitions, LP; (2)
Perkins & Marie Callenders, LLC; (3) Osterberg Refrigeration, Inc.;
(4) T & D Landscape & Lawn Care, Inc.; (5) Cintas Corporation; (6)
Access Point Inc.; and (7) Thomas Quality Cleaning. The Committee
has hired Whiteford Taylor & Preston, as counsel, Albert's Capital
Services, LLC as financial advisor. The Committee retained
Albert's Capital Services, LLC as financial advisor.
The Acting United States Trustee has sought appointment of M.
Colette Gibbons, Esq., as the Chapter 11 Trustee for Unique
Ventures Group.
UOS LLC: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to first time
issuer UOS, LLC (known as Utility One Source), a supplier of
specialty fleet equipment and services through sale and rental.
Concurrently, the company's $550 million senior secured credit
facility ($100 million 5 year revolver; $450 million 6 year term
loan) was rated B2 (LGD3). The rating outlook is stable.
Proceeds from the transaction will retire the company's current
rental fleet debt, and add cash to the balance sheet as well as pay
for related fees and expenses. UOS, which has been built through
the merger of more than half a dozen companies over the last couple
of years, is 72% owned by Blackstone.
Moody's has assigned the following ratings:
Corporate Family Rating, B2;
Probability of Default Rating, B2-PD;
Senior Secured Credit Facility, B2 (LGD 3).
The rating outlook is Stable.
RATINGS RATIONALE
The rating assignment of a B2 CFR reflects the company's limited
scale in absolute terms and relative to its rental peers, its short
operating track record in its current form, expected high rental
equipment capital expenditures, and its concentrated exposure to
the utility sector, currently in a relatively lull equipment demand
mode. The ratings also reflect low anticipated leverage for the
rating of under 4 times on Moody's adjusted basis, young equipment
fleet with significant hard (tangible) collateral value,
diversified fleet equipment, in house service capability, and
relatively long rental contract length. Moreover, free cash flow in
2017 should be positive as recent years elevated capital
expenditures to address the fleet's composition after merging a
number of companies is not anticipated to continue.
The company also has significant customer concentration and
additional acquisitions are anticipated. In 2016, earnings were
affected by the utility and oil and gas sector turndown. Although
Moody's considers the company's significant exposure to the utility
sector to be a short term negative, the eventual refurbishment of
the transmission and distribution facilities should provide an
opportunity.
The company's revenue mix is diversified with a rental fleet that
is the largest contributor to EBITDA and has significant revenues
from custom designed new and used equipment. Its vendors include
Freightliner, Peterbilt, Kenworth, Mack, Ford, and Dodge, amongst
others. The company also services and refurbishes equipment and
sells spare parts which Moody's believes supports performance in an
economic downturn. The rating benefits from long lived assets for
most of its fleet and the rollover of a significant equity stake by
the prior owners of the originally acquired companies. The large
equity contribution by the sponsor was also considered supportive
of the B2 CFR.
Liquidity is expected to be adequate over the next 12-18 months.
Management anticipates UOS to have $25 million of cash and cash
equivalents for 2017 in addition to full availability under its
$100 million revolving credit facility. Moody's expects the
facility to be drawn for intra-quarter borrowings. Free cash flow
is expected to be positive in 2017 as capital spending is decreased
from 2016 level. The senior credit facility has 75% excess cash
flow sweep with step downs. UOS has a covenant lite structure, with
only a springing leverage covenant on the revolving facility when
35% utilized. Moody's believes the company should have good
headroom under its bank covenants.
The stable rating outlook reflects the benefits from low leverage
and good interest coverage. Moody's also anticipates stable
margins.
The rating could be downgraded if leverage increases and is
sustained at over 4.75 times and is deemed to be increasing. A
reduction in margins for the company's rental business could result
in a ratings downgrade given the reliance on the EBITDA generated
by the rental business. A debt funded acquisition that resulted in
higher leverage could also pressure the rating or outlook.
The rating is unlikely to be upgraded near term given its small
scale, short operating history in its current form, and because it
remains in acquisition mode.
UOS was created in 2015 to build scale and gain market share in the
design, fabrication, parts service, sales, and rental of equipment
to various end markets of which utilities is the largest. The
company offers many types of bucket trucks, chip trucks, digger
derricks, cranes, and trailers serving multiple end markets. Annual
revenues are anticipated to exceed $500 million for 2017.
The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in December 2014.
VAALCO ENERGY: Deloitte & Touche LLP Raises Going Concern Doubt
---------------------------------------------------------------
VAALCO Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$26.55 million on $59.78 million of revenue for the fiscal year
ended December 31, 2016, compared to a net loss of $158.66 million
on $80.44 million of revenue for the fiscal year ended December 31,
2015.
Deloitte & Touche LLP in Houston, Texas, states that the Company's
recurring losses from operations and insufficient liquidity due to
depressed oil and gas prices, raise substantial doubt about its
ability to continue as a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $81.03 million, total liabilities of $81.39 million, and
a stockholders' deficit of $358,000.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/fk9IHE
VAALCO Energy, Inc., is a Houston-based energy company engaged in
the acquisition, exploration, development and production of crude
oil and natural gas. The Company has production operations in and
conducts exploration activities in Gabon and Angola, West Africa.
VANGUARD NATURAL: Committee Taps Akin Gump as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Vanguard Natural
Resources, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire legal counsel.
The committee proposes to hire Akin Gump Strauss Hauer & Feld LLP
to give legal advice in connection with the Chapter 11 cases of
Vanguard and its affiliates; analyze claims of creditors; assist in
negotiations with the Debtors concerning the formulation of a
bankruptcy plan; and provide other legal services.
The hourly rates charged by the firm range from $750 to $1,500 for
partners, $550 to $1,025 for counsel and senior counsel, $460 to
$825 for associates, and $170 to $415 for paraprofessionals.
The attorneys expected to represent the committee and their hourly
rates are:
Michael Stamer $1,375
Abid Qureshi $1,250
Meredith Lahaie $1,000
Kevin Zuzolo $875
Edan Lisovicz $675
Zach Lanier $500
Michael Stamer, Esq., disclosed in a court filing that his firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Stamer disclosed that his firm did not agree to any variations from
or alternatives to its customary billing arrangements in connection
with its employment.
Mr. Stamer also disclosed that Akin Gump did not represent any
member of the committee in the Debtors' cases prior to its
employment, and that the firm expects to develop a prospective
budget and staffing plan.
The firm can be reached through:
Michael S. Stamer, Esq.
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, TX 77002-5200
Tel: +1 713.220.5800
Fax: +1 713.236.0822
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.
The Debtors listed total assets of $1.54 billion and total debts of
$2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore Partners
is acting as financial advisor to Vanguard. Opportune LLP is the
Company's restructuring advisor. Prime Clerk LLC is serving as
claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Chapter 11 case of Vanguard
Natural Resources, LLC.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of September
30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and
Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP.
VANGUARD NATURAL: Committee Taps FTI as Financial Advisor
---------------------------------------------------------
The official committee of unsecured creditors of Vanguard Natural
Resources, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire a financial advisor.
The committee proposes to hire FTI Consulting, Inc. to provide
these services:
(a) review financial-related disclosures required by the
court;
(b) assist in the preparation of analyses required to assess
any proposed debtor-in-possession financing or use of
cash collateral;
(c) assist in the assessment and monitoring of short-term
cash flow, liquidity, and operating results of Vanguard
and its affiliates;
(d) review the Debtors' proposed key employee retention and
other employee benefit programs;
(e) review the Debtors' analysis of core business assets and
the potential disposition or liquidation of non-core
assets;
(f) review the Debtors' cost/benefit analysis with respect to
the affirmation or rejection of various executory
contracts and leases;
(g) review and monitor any asset sale process;
(h) review claims reconciliation and estimation process;
(i) review other financial information prepared by the
Debtors;
(j) attend meetings and assist in discussions;
(k) review or prepare information and analysis necessary for
the confirmation of a plan;
(l) assist in the evaluation and analysis of avoidance
actions;
(m) assist in the prosecution of committee responses or
objections to the Debtors' motions.
The hourly rates charged by the firm are:
Senior Managing Directors $840 - $1,050
Directors $630 - $835
Senior Directors $630 - $835
Managing Directors $630 - $835
Consultants $335 - $605
Senior Consultants $335 - $605
Administrative $135 - $265
Paraprofessionals $135 - $265
Michael Cordasco, FTI senior managing director, disclosed in a
court filing that his firm does not hold or represent any interest
adverse to the Debtors' bankruptcy estates.
The firm can be reached through:
Michael Cordasco
FTI Consulting, Inc.
Three Times Square, 9th Floor
New York, NY 10036
Tel: +1 212 247 1010
Fax: +1 212 841 9350
Email: samuel.star@fticonsulting.com
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.
The Debtors listed total assets of $1.54 billion and total debts of
$2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore Partners
is acting as financial advisor to Vanguard. Opportune LLP is the
Company's restructuring advisor. Prime Clerk LLC is serving as
claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Chapter 11 case of Vanguard
Natural Resources, LLC.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of September
30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and
Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP.
VANGUARD NATURAL: Newfield Asks Court for Stay Relief
-----------------------------------------------------
Newfield Exploration Mid-Continent Inc. asks the Bankruptcy Court
in Houston to lift the automatic stay in the Chapter 11 cases of
Vanguard Natural Resources, LLC -- to the extent that the automatic
stay applies -- to allow Vanguard and Newfield's pending proceeding
before the Oklahoma Corporation Commission to resume
notwithstanding the pendency of the bankruptcy cases.
In a consolidated proceeding before the Commission, each of
Newfield, Vanguard Operating, LLC, and BP America Production
Company -- as working interest owners in certain pooled oil and gas
acreage and drilling units -- are seeking relief principally
relating to the designation of the unit operator under certain
pooling orders previously entered by the Commission.
Vanguard, Newfield and BP each seek to be designated as the unit
operator in connection with any new wells drilled under the
applicable pooling orders.
The designation of an operator is entirely within the purview of
the Commission in its role as regulator of oil and gas rights in
Oklahoma, and the continuation of the Commission's proceeding is
necessary to address regulatory concerns and facilitate further
drilling, which would -- in turn -- enhance the value of the
underlying property for all interest owners, including Vanguard.
The primary responsibility of the Commission is to supervise,
regulate and enforce the laws governing the exploration and
production of oil and gas for the benefit of Oklahoma and its
citizens.
Newfield Exploration is represented by:
Tye C. Hancock, Esq.
Anthony F. Pirraglia, Esq.
THOMPSON & KNIGHT LLP
333 Clay Street, Suite 3300
Houston, TX 77002
Telephone: 713.654.8111
Facsimile: 713.654.1872
E-mail: Tye.Hancock@tklaw.com
E-mail: Anthony.Pirraglia@tklaw.com
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming,
and the Powder River Basin in Wyoming.
The Debtors listed total assets of $1.54 billion and total debts
of
$2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners
is acting as financial advisor to Vanguard. Opportune LLP is the
Company's restructuring advisor. Prime Clerk LLC is serving as
claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Chapter 11 case of Vanguard
Natural Resources, LLC.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of September
30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and
Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP.
WEIGHT WATCHERS: Moody's Affirms B3 CFR & Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service affirmed Weight Watchers International,
Inc.'s credit ratings. The Corporate Family rating ("CFR") was
affirmed at B3, the Probability of Default rating ("PDR") was
affirmed at B3-PD and the senior secured debt ratings were affirmed
at B3. The Speculative Grade Liquidity rating ("SGL") was upgraded
to SGL-2 from SGL-3. The rating outlook was revised to positive
from stable.
Issuer: Weight Watchers International, Inc.
Affirmations:
-- Corporate Family Rating, at B3
-- Probability of Default Rating, at B3-PD
-- Senior Secured Bank Credit Facilities, at B3 (LGD3)
Upgrades:
-- Speculative Grade Liquidity Rating, to SGL-2 from SGL-3
Outlook:
-- Outlook, Changed To Positive From Stable
RATINGS RATIONALE
"If Weight Watchers can maintain subscriber and revenue growth, its
credit metrics and liquidity would likely be consistent with higher
ratings, leading Moody's to revise the rating outlook to positive"
noted Edmond DeForest, Moody's Senior Credit Officer.
The B3 CFR reflects Moody's expectation for moderate subscriber and
revenue growth in 2017, with debt to EBITDA declining to about 6.5
times by year end through EBITDA growth and some modest debt
repayment. Moody's remains concerned that increased competition for
weight loss service customers could make further operating and
financial improvements difficult and slow to achieve. Moody's also
notes that Weight Watchers operations in Europe, which accounted
for about 30% of revenues in 2016, continue to weigh on overall
results. Moody's anticipates free cash flow to debt of about 6% and
EBITA to interest expense of about 2.5 times, driven by low
interest expense despite the high amount of debt; these metrics are
solid for the B3 rating. However, financial leverage remains high
for the category. Moody's expects Weight Watchers may use free cash
flow to purchase its debt in the market at a discount, helping
speed the pace of financial leverage reduction.
All financial metrics cited reflect Moody's standard adjustments.
In addition, Moody's expenses Weight Watchers capitalized software
costs.
The upgrade of the Speculative Grade Liquidity rating to SGL-2 from
SGL-3 reflects Weight Watchers cash balances of over $100 million
at December 31, 2016 and Moody's expectations for at least $100
million of free cash flow. The company has $21 million of required
annual term loan amortization. The $50 million revolver, which is
fully available, matures in 2018 and almost $2 billion of secured
term loans mature in 2020.
The positive ratings outlook reflects Moody's expectation that
solid subscriber growth in 2017 along with more modest growth in
2018 will lead to improving credit metrics and liquidity.
The ratings could be upgraded if Moody's expects sustained revenue
growth and debt reduction, leading to expectations for debt to
EBITDA to remain below 6 times and free cash flow to debt of over
5%. A ratings downgrade is possible if: (1) Moody's expects
declines in paid weeks, active subscribers, revenues, profits or
free cash flow; (2) there is a departure from the company's
commitment to repaying upcoming debt maturities using cash balances
and cash flow; (3) there is increasing uncertainty regarding the
company's ability to repay or refinance debt maturing in 2020; or
(4) liquidity becomes less than adequate.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Weight Watchers is a provider of weight management services.
Moody's expects revenue for 2017 of about $1.25 billion.
WESTINGHOUSE ELECTRIC: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separare Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Westinghouse Electric Company LLC 17-10751
1000 Westinghouse Drive
Cranberry Township, PA 16066
Toshiba Nuclear Energy Holdings (UK) Limited 17-10750
CE Nuclear Power International, Inc. 17-10752
Fauske and Associates LLC 17-10753
Field Services, LLC 17-10754
Nuclear Technology Solutions LLC 17-10755
PaR Nuclear Holding Co., Inc. 17-10756
PaR Nuclear, Inc. 17-10757
PCI Energy Services LLC 17-10758
Shaw Global Services, LLC 17-10759
Shaw Nuclear Services, Inc. 17-10760
Stone & Webster Asia Inc. 17-10761
Stone & Webster Construction Inc. 17-10762
Stone & Webster International Inc. 17-10763
Stone & Webster Services LLC 17-10764
TSB Nuclear Energy Services Inc. 17-10765
WEC Carolina Energy Solutions, Inc. 17-10766
WEC Carolina Energy Solutions, LLC 17-10767
WEC Engineering Services Inc. 17-10768
WEC Equipment & Machining Solutions, LLC 17-10769
WEC Specialty LLC 17-10770
WEC Welding and Machining, LLC 17-10771
WECTEC Contractors Inc. 17-10772
WECTEC Global Project Services Inc. 17-10773
WECTEC LLC 17-10774
WECTEC Staffing Services LLC 17-10775
Westinghouse Energy Systems LLC 17-10776
Westinghouse Industry Products International Company17-10777
Westinghouse International Technology LLC 17-10778
Westinghouse Technology Licensing Company LLC 17-10779
Type of Business: The Debtors and their non-debtor affiliates
operate a global business that provides its
products and services to customers worldwide.
Westinghouse provides design and engineering
services, decommissioning services, and a
variety of other critical operations to
both new plant construction as well as the
existing operating fleet of nuclear power
plants. Due to the world-class quality and
breadth of the nuclear products and services
Westinghouse provides, the Company serves more
than half of the nuclear power plants in the
world.
Web site: http://www.westinghousenuclear.com
Chapter 11 Petition Date: March 29, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Michael E. Wiles
Debtors' Counsel: Gary T. Holtzer, Esq.
Robert J. Lemons, Esq.
Garrett A. Fail, Esq.
David N. Griffiths, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
E-mail: gary.holtzer@weil.com
robert.lemons@weil.com
garrett.fail@weil.com
david.griffiths@weil.com
Toshiba Nuclear
Energy Holdings
(UK) Ltd.'s
Counsel: Albert Togut, Esq.
Brian F. Moore, Esq.
Kyle J. Ortiz, Esq.
TOGUT, SEGAL & SEGAL LLP
One Penn Plaza, Suite 3335
New York, New York 10119
Tel: (212) 594-5000
Fax: (212) 967-4258
E-mail: altogut@TeamTogut.com
bmoore@teamtogut.com
kortiz@teamtogut.com
Debtors'
Financial
Advisor: ALIXPARTNERS, LLP
909 Third Avenue
New York, New York 10022,
Debtors'
Investment
Banker: PJT PARTNERS INC.
280 Park Avenue
New York, New York 10017
Debtors'
Claims &
Noticing
Agent: KURTZMAN CARSON CONSULTANTS LLC
2335 Alaska Avenue
El Segundo, CA 90245
Tel: (877) 634-7177
Total Assets: $4.32 billion as of Feb. 28, 2017
Total Debt: $9.39 billion as of Feb. 28, 2017
The petitions were signed by Lisa J. Donahue, chief transition and
development officer.
Debtors' Consolidated List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Fluor Enterprises Inc (FEI) Trade Debts $193,891,735
100 Fluor Daniel Drive
Greenville, SC 29607
Name: Pat Selvaggio
Email: Pat.Selvaggio@Fluor.com
CB&I Deferred $145,000,000
One CB&I Plaza, 2103 Purchase Price
Research Forest Drive
The Woodlands, TX 77380
Name: Lee Pressley
Tel: (815) 342-3905
Email: lpresley@CBI.com
CB&I Laurens Inc. Trade Debts $32,806,489
366 Old Airport Rd
Laurens, SC 29360
Name: Rick Crow
Tel: 864-683-3962
Email: Rick.crow@cbi.com
Newport News Trade Debts $18,463,053
Industrial Corp.
182 Enterprise Dr
Newport News, VA 23603-1368
Name: Steve Napiecek
Tel: 757-870-2463
Email: Steve.Napiecek@hii-nns.com
Nuclear Fuel Services Inc. Trade Debts $10,086,210
1205 Banner Hill Rd
Erwin, TN 37650-9318
Name: Frank Masseth
Tel: 423-735-5661
Email: fxmasseth@nuclearfuelservices.com
Vigor Trade Debts $8,345,458
9460 SE Lawnfield Rd.
Clackamas, OR 97015
Name: Corey Yraguen
Tel: 503-314-0859
Email: Corey.Yraguen@vigor.net
Thompson Construction Group Inc. Trade Debts $8,027,241
100 North Main Street
Sumter, SC 29150
Name: William Gryant
Tel: 864-643-9592
Email: bbryant@thompsonind.com
RSCC Wire & Cable LLC Trade Debts $7,931,485
20 Bradley Park Rd
East Granby, CT 06026-9789
Name: Mark St. Onge
Tel: 203-645-2275
Email: Mark.stonge@r-scc.com
Curtiss Wright Trade Debts $7,782,122
13925 Ballantyne Corporate
Place, Suite 400
Charlotte, NC 28277
Name: David C. Adams
Tel: 704-869-4667
Email: dadams@CURTISSWRIGHT.com
SSM Industries Inc. Trade Debts $5,479,722
3401 Grand Ave
Pittsburgh, PA 15225-1507
Name: Matt Gorman
Tel: 412-777-2101, ext 320
Email: mgorman@ssmi.biz
Aecon Industrial Trade Debts $5,465,543
150 Sheldon Drive
Cambridge, UK N1R7K9
Name: Ian Turnbull
Tel: 519-240-5487
Email: iturnbull@aecon.com
Williams Specialty Trade Debts $5,153,942
Services LLC
100 Crescent Centre Parkway
Tucker, GA 30084
Name: Douglas Page
Tel: 770-595-7691
Email: dpage@wisgrp.com
GEXPRO Trade Debts $5,087,626
1000 Bridgeport Ave
Shelton, CT 06484
Name: Dan Collins
Tel: 412-877-0267
Email: Dan.Collins@gexpro.com
SMCI Trade Debts $5,012,335
4015 Drane Field Rd
Lakeland, FL 33811-1290
Name: Bob Marshall
Tel: 423-413-1582
Email: Bob.marshall@metaltek.com
Research Cottrell Trade Debts $4,386,505
Cooling Inc.
58 East Main Street
Somerville, NJ 08876
Name: John Urbaniak
Email: John.urbaniak@rc-cooling.com
Garney Companies Inc. Trade Debts $3,762,101
5895 Shiloh Road, Suite 114
Alpharetta, GA 30004
Name: Greg Harris
Tel: (770) 754-4141
Email: gharris@garney.com
Accenture LLP Trade Debts $3,494,139
K&L Gates Center
210 6th Ave. 25th Floor
Pittsburg, PA 15222-2614
Name: Mark Sobota
Tel: 724-787-9807
Email: mark.sobota@accenture.com
Owen Industries Inc. Trade Debts $3,410,946
501 Avenue H.
Carter Lake, IA 51510
Name: Tyler Owen
Tel: 402-290-1481
Email: towen@owenind.com
Dubose National Energy Service Trade Debts $3,358,718
900 Industrial Dr
Clinton, NC 28328-8068
Name: Richard Rogers
Tel: 910-590-2151
Email: Richard.rogers@dubosenes.com
Steelfab Inc. Trade Debts $3,151,617
8623 Old Dowd Rd.
Charlotte, NC 28214
Name: Glen Sherrill
Tel: 704-604-6603
Email: GSherrill@steelfab-inc.com
CSC Computer Sciences Corp Trade Debts $3,090,237
1775 Tysons Blvd
McLean, VA 22102-4284
Name: Rick Beroth
Tel: 336-399-9825
Email: rberoth@csc.com
Envirovac Holdings LLC Trade Debts $3,040,135
486 Old Louisville Road
Garden City, GA 31408
Name: Ann Brown
Tel: 912-964-0660
Email: ann@envirovac.us
American Equipment Co. Trade Debts $3,018,565
2106 Anderson Road
Greenville, SC 29611
Name: Dean Smith
Tel: 864.354.9520
Email: dean.smith@ameco.com
Vallen Trade Debts $2,948,212
900 Sunset Blvd
West Columbia, SC 29169-6860
Name: Cantey Haile
Email: Cantey.Haile@vallen.com
HERC Rentals Trade Debts $2,846,014
6230 S Loop E
Houston, TX 75265
Name: James Fiscus
Tel: 832-414-0236
Email: james.fiscus@hercrentals.com
Siemens Industry Inc. Trade Debts $2,824,817
4620 Forest Ave
Cincinnati, OH 45212-3306
Name: Scott Conner
Tel: 540-314-7009
Email: scott.conner@siemens.com
Calvert Company Incorporated Trade Debts $2,614,441
3100 West 7th Street, Suite 500
Fort Worth, TX 76107
Name: Douglas Calvert
Tel: (912) 293-2278
Email: sambarr@azz.com
Jones Lang Lasalle Trade Debts $2,582,841
Americas Inc.
200 E Randolph St Ste. 4300
Chicago, IL 60601-6519
Name: Matt Gonterman
Tel: 312 228 2142
Email: matt.gonterman@am.jll.com
Eaton Corp Trade Debts $2,475,281
8609 Six Forks Rd
Raleigh, NC 27615-2966
Name: Heath B. Monesmith
Tel: (440) 523-4488
Email: heathbmonesmith@eaton.com
Martin Marietta Materials Trade Debts $2,434,753
Dba Martin Marietta Aggregates
Columbia, SC 29033
Name: Roselyn R. Bar
Tel: (919) 783-4603
Email: roselyn.bar@martinmarietta.com
WESTINGHOUSE ELECTRIC: EMEA Operations Won't Be Impacted by Filing
------------------------------------------------------------------
Westinghouse Electric Company, LLC, a U.S. company, and certain of
its subsidiaries and affiliates, on March 29 filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code. The
Company is seeking to undertake a strategic restructuring as a
result of certain financial and construction challenges in its U.S.
AP1000 [(R)] power plant projects. Westinghouse has obtained $800
million in debtor-in-possession (DIP) financing from a third-party
lender to help fund and protect its core businesses during its
reorganization. The Chapter 11 filings took place in the U.S.
Bankruptcy Court for the Southern District of New York in New York
City.
"[Wednes]day, we have taken action to put Westinghouse on a path to
resolve our AP1000 financial challenges while protecting our core
businesses," said Interim President & CEO Jose Emeterio Gutierrez.
"We are focused on developing a plan of reorganization to emerge
from Chapter 11 as a stronger company while continuing to be a
global nuclear technology leader."
The DIP financing will fund Westinghouse's core businesses of
supporting operating plants, nuclear fuel and components
manufacturing and engineering as well as decommissioning,
decontamination, remediation and waste management as the company
works to reorganize around these strong business units. Existing
letters of credit have been cash collateralized in full and will
remain in place. The financing will also allow for new letters of
credit to be issued.
The Company has reached an agreement with each owner of the U.S.
AP1000 projects to continue these projects during an initial
assessment period. Westinghouse remains committed to its AP1000
technology as the industry's premier Gen III+ nuclear power plant
design, and will continue its existing projects in China as well as
pursuit of other potential projects in the future.
Westinghouse's operations in its Asia and Europe, the Middle East
and Africa (EMEA) Regions are not impacted by the Chapter 11
filings. Customers in those regions will continue to receive the
high-quality products and services they have come to expect in the
usual course as the regions will also be supported by the DIP
financing.
As part of [Wednes]day's Chapter 11 filings, Westinghouse also
filed several "first day" motions with the Court to ensure business
continuity through payment of employee salaries, wages and
benefits, as well as pay its suppliers for the delivery of
services. The motions are expected to be approved by the
Bankruptcy Court. Westinghouse is represented by Weil, Gotshal &
Manges LLP in its Chapter 11 cases.
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania. Westinghouse has 12,000
employees worldwide.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was
Building, on March 29, 2017, Westinghouse Electric Company LLC,
along with 29 affiliates, filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code. The cases
are pending joint administration under Case No. 17-10751 before the
Honorable Michael E. Wiles (Bankr. S.D.N.Y.).
About Toshiba
Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is a
Japan-based manufacturer involved in five business segments. The
Digital Products segment offers cellular phones, hard disc devices,
optical disc devices, liquid crystal televisions, camera systems,
digital versatile disc (DVD) players and recorders, personal
computers (PCs) and business phones, among others. The Electronic
Device segment provides general logic integrated circuits (ICs),
optical semiconductors, power devices, large-scale integrated (LSI)
circuits for image information systems and liquid crystal displays
(LCDs), among others. The Social Infrastructure segment offers
various generators, power
distribution systems, water and sewer systems, transportation
systems and station automation systems, among others. The Home
Appliance segment offers refrigerators, drying machines, washing
machines, cooking utensils, cleaners and lighting equipment. The
Others segment leases and sells real estate.
As reported in the Troubled Company Reporter-Asia Pacific on Dec.
30, 2016, Moody's Japan K.K. downgraded Toshiba Corporation's
corporate family rating (CFR) and senior unsecured rating to 'Caa1'
from 'B3'. Moody's has also downgraded Toshiba's subordinated debt
rating to 'Ca' from 'Caa3', and affirmed its commercial paper
rating of Not Prime. At the same time, Moody's has placed
Toshiba's 'Caa1' CFR and long-term senior unsecured bond rating, as
well as its 'Ca' subordinated debt rating under review for further
downgrade.
The TCR-AP reported on Jan. 26, 2017, that S&P Global Ratings said
it has lowered its long-term corporate credit rating on Toshiba
Corp. to 'CCC+' and its short-term corporate credit and commercial
paper program ratings on the company to 'C', all by one notch. All
of these ratings remain on CreditWatch with negative implications.
S&P also lowered its senior unsecured debt rating on Toshiba two
notches to 'B-' from 'B+' and kept the rating on CreditWatch
negative. On Dec. 28, 2016, S&P placed the long- and short-term
ratings on Toshiba on CreditWatch with negative implications at the
same time as lowering the long-term ratings, in response to
Toshiba's announcement that it might recognize several JPY100
billion in impairment losses related to goodwill arising from its
acquisition of a nuclear power business through U.S.-based
Westinghouse Electric Co. LLC, because the goodwill far exceeded
the company's initial estimates.
WESTINGHOUSE ELECTRIC: Has $800-Mil. Financing from Apollo, Citi
----------------------------------------------------------------
Following a competitive marketing process, Westinghouse Electric
Company LLC said it has secured a commitment from certain
affiliates of Apollo Global Management, LLC, to provide an $800
million postpetition secured financing facility agented by
Citibank, N.A., and inclusive of up to $225 million cash
collateralized letter of credit facility (the "DIP LC Facility")
issued by an affiliate of Citibank, that will allow the Debtors to
fund their operations, develop a restructuring plan, and emerge
from chapter 11, all while ensuring Westinghouse maintains its
position as the world's leading supplier of safe and innovative
nuclear technology.
"The Debtors are in the advantageous position of operating a number
of profitable, cash-flow positive business lines, and owning a
strong base of largely unencumbered assets. Accordingly, the
Debtors have been able to attract substantial postpetition
financing on favorable economic terms from a reputable lender that
is eager to partner with Westinghouse to achieve its restructuring
goals," Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP,
explains.
"Prior to selecting the Apollo and Citibank proposal, the Debtors
and their advisors engaged in a robust and competitive marketing
process that attracted tremendous interest from the capital
markets, including from a significant number of leading banks,
private equity firms, and hedge funds. Ultimately, following
lengthy negotiations with a select group of parties submitting the
most competitive bids, Apollo emerged as the leading contender to
finance the Debtors' restructuring efforts given the flexible and
competitive economic terms of their financing commitment."
By this Motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for entry of an interim order, as
well as a final order, granting, among other things the following
relief:
a) Entry into DIP Loan Documents -- authority for the Debtors to
execute and enter into the DIP Loan Documents and to perform all
such other and further acts as may be necessary or appropriate in
connection with the DIP Loan Documents to pay to the DIP Agent,
arrangers and DIP Lenders all fees, costs and expenses due pursuant
to the DIP Term Sheet, any related fee letters, or other DIP Loan
Documents;
b) Authority to Access DIP Loans and DIP LC Facility --
authority for WEC U.S. to (i) be the Borrower under the DIP
Facility, which provides for senior secured superpriority loans in
the aggregate amount of $800 million (the "DIP Loans"), and letters
of credit in an aggregate available amount of up to $225 million
under the DIP LC Facility, and (ii) draw funds under the DIP
Facility in the aggregate amount of up to $350 million (and request
the issuance of letters of credit in the aggregate available amount
of up to $100 million under the DIP LC Facility) upon entry of the
Interim Order to avoid immediate and irreparable harm to the
Debtors and their estates;
c) Issue Guarantees -- authority for the DIP Guarantors to
guarantee the obligations of WEC U.S. under the DIP Facility
(collectively with all obligations of WEC U.S. under the DIP LC
Facility, the "DIP Obligations");
d) DIP Liens and Superpriority Claims -- authority for the
Debtors to grant security interests, liens, and superpriority
claims to the DIP Lenders, the LC Issuer and DIP Agent to secure
the DIP Obligations;
e) Entry into EMEA Intercompany Facility -- authority for WEC
U.S. to advance amounts (including any proceeds of the DIP Loan) up
to $375 million (the "EMEA Intercompany Facility") to certain
non-debtor foreign affiliates of WEC U.S. listed on Schedule 2 of
the DIP Term Sheet (the "EMEA Intercompany Borrowers"), inclusive
of $75 million under the DIP LC Facility, to be (i) guaranteed by
each non-Debtor that receives (directly or indirectly) proceeds
from the EMEA Intercompany Facility (the "EMEA Intercompany
Beneficiaries"), and (ii) secured by the assets of the EMEA
Entities (to the extent required by certain applicable local
jurisdiction requirements);
f) Use of Proceeds -- authority for the Debtors to use the
proceeds of the DIP Loans in accordance with the Budget and the DIP
Loan Documents;
g) Waiver of Stay -- waiver of any applicable stay (including a
stay pursuant to Bankruptcy Rule 6004) with respect to the
effectiveness or enforceability of the Interim Order; and
h) Schedule Final Hearing -- the scheduling of a final hearing
pursuant to Bankruptcy Rule 4001 and Local Rule 4001-2 to consider
entry of the Final Order.
A hearing on the DIP financing and the other first day motions will
be held on March 30, 2017 at 11:00 a.m. ET before the Honorable
Michael E. Wiles, U.S. Bankruptcy Judge, U.S. Bankruptcy Court for
the Southern District of New York, One Bowling Green, Room 617, New
York.
The Debtors' marketing efforts for the DIP financing were led by
their proposed investment banker, PJT Partners ("PJT"), who
described the Debtors' process as one of the most competitive and
robust they have experienced.
Counsel to the lenders under the Debtors' proposed DIP Facility:
Jeffrey D. Saferstein, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019-6064
E-mail: jsaferstein@paulweiss.com
- and -
Claudia R. Tobler, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
2001 K Street, NW
Washington, DC 20006-1047
E-mail: ctobler@paulweiss.com
Counsel to the agents and letter of credit issuer under the
Debtors' proposed DIP Facility:
Fredric Sosnick, Esq.
Ned S. Schodek, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue, New York, NY 10022
E-mail: fsosnick@shearman.com
ned.schodek@shearman.com
Prepetition Financing
Unlike the majority of large multi-national companies entering
chapter 11, the Debtors are not party to any secured funded debt
arrangements, and the majority of the Debtors' assets are
unencumbered by liens. The only third party financial debt the
Debtors have is a bank credit facility, which has no drawn balance,
and includes the LC Facility.
In 2006, Toshiba and certain of its affiliates acquired a
controlling equity interest in Westinghouse, and since that time,
Westinghouse has relied on Toshiba as its primary source of capital
funding. Recent funding from Toshiba to Westinghouse includes (a)
$250 million provided to WEC U.S. pursuant to a $100 million
promissory note dated Feb. 6, 2017, and a $150 million promissory
notes dated Feb. 13, 2017 (collectively, the "Promissory Notes"),
and (b) $650 million provided to Westinghouse Electric UK Holdings
Limited ("WEC UK") pursuant to a Loan Agreement dated as of Feb. 6,
2017.
Beyond Toshiba, Westinghouse's only other significant source of
prepetition financing was a $625 million letter of credit facility
(the "LC Facility"), which certain Debtors and EMEA Entities access
pursuant to that certain Second Amended and Restated Credit
Agreement dated as of Oct. 7, 2009 (the "LC Agreement") among WEC
U.S. and WEC UK as co-applicants, BNP Paribas, as administrative
agent (the "LC Agent"), and a number of banks (the "LC Banks"), as
lenders.
In addition to WEC U.S., a number of the Debtors and EMEA Entities
utilize and rely heavily upon the LC Facility to post letters of
credit ("LCs") to support dozens of customer projects across
several business lines, as well as to provide financial assurance
to nuclear and environmental regulators with respect to potential
decommissioning or remediation liabilities. As of the date hereof,
the aggregate amount of LCs posted pursuant to the LC Facility is
approximately $494 million, which was cash collateralized by a $534
million cash deposit from a special purpose vehicle affiliated with
Toshiba on March 28, 2017. As co-applicants under the LC Facility,
WEC U.S. and WEC UK are jointly and severally liable for the
obligations thereunder. Further, the obligations under the LC
Facility are guaranteed by Toshiba pursuant to a Second Amended and
Restated Parent Guarantee dated as of Oct. 7, 2009 (the "LC
Guarantee").
Summary of DIP Facility
* Borrower: Westinghouse Electric Company LLC
* Guarantors: All of the Debtors that are direct and indirect
subsidiaries of the Borrower (the "US Guarantors") and Toshiba
Nuclear Energy Holdings (UK) Limited (together with the US
Guarantors, the "DIP Guarantors")
* DIP Lenders: Apollo Investment Corporation; AP WEC Debt
Holdings LLC; Midcap Financial Trust; Amundi Absolute Return Apollo
Fund PLC; Ivy Apollo Strategic Income Fund; an Ivy Apollo Multi
Asset Income Fund (collectively, the "Initial Lender" or "Apollo"
with any other banks, financial institutions or institutional
lenders identified by Apollo in consultation with the Borrower, on
a several and not joint basis.
* DIP Agent: Citibank, N.A. is the administrative and collateral
agent.
* Lead Arranger and Bookrunner: Citigroup Global Markets Inc.
shall act as sole lead arranger and bookrunner for the DIP
Facility.
* DIP Facility: The DIP Facility provides for senior secured
superpriority term loans in an aggregate principal amount of $800
million to be made available to the Borrower. The DIP Facility
includes a Letter of Credit sublimit up to $225 million that may be
used to provide cash for a cash collateralized letter of credit
facility (the "DIP LC Facility") issued by the LC Issuer
* Borrowing Limits: The DIP Term Sheet contemplates $350 million
of DIP Loans (including $100 million under the DIP LC Facility)
being made available upon entry of the Interim Order (and the
satisfaction of all other closing conditions) and an additional
$450 million (including the remaining $125 million under the DIP LC
Facility) upon entry of a Final Order (and the satisfaction of all
other closing conditions).
* Budget: WEC U.S. will provide the DIP Agent 13-week cash flow
forecasts on a rolling 13-week basis (updated every four weeks).
* Use of DIP Proceeds: The DIP Facility proceeds shall be used
(i) for working capital and general corporate purposes, (ii) to
make revolving loans under the EMEA Intercompany Facility; (iii) to
pay other costs incurred in connection with the chapter 11 cases;
and (iv) to fund cash collateral necessary for LCs.
* Interest Rates:
(1) DIP Loans – shall accrue interest at 5.25% per annum
plus the Base Rate for Base Rate loans, or 6.25% per annum plus the
LIBOR Rate for LIBOR Loans.
(2) Default Interest – additional 2% per annum.
* Expenses and Fees:
(1) Unused Commitment Fees: 0.50% per annum for undrawn DIP
Loans.
(2) OID: 2.50%.
(3) Early Exit Fees: 103% (first 6 months); 102% (following 6
months); par (at Scheduled Termination Date or thereafter).
(4) LC Facility Fees: Fronting fee of 0.125% payable to the LC
Issuer on outstanding face amount of each LC.
(5) Extension Fee: 3.00% (12 month extension).
(6) Expense Reimbursement Deposit: $750,000.
* Maturity Date: The "Scheduled Termination Date" is 12 months
after the Closing Date, subject to the Borrower's option to extend
the term by additional 12 months.
* Prepayments: The net cash proceeds (after any applicable
taxes) from any non-ordinary course asset sale by (a) the Borrower
or any of its subsidiaries, or (b) any EMEA Entity or any of its
subsidiaries (to the extent such assets secure the EMEA
Intercompany Facility), must be used to repay the DIP Loans.
* Collateral and Priority:
-- Collateral - all owned or hereafter acquired assets and
property of the Borrower and DIP Guarantors (including, without
limitation, inventory, accounts receivable, property, plant,
equipment, rights under leases and other contracts, patents,
copyrights, trademarks, tradenames and other intellectual property
and capital stock of subsidiaries), and the proceeds thereof (the
"Collateral").
-- Priority - the DIP Lender and DIP Agent shall be granted
the following on the Collateral:
a) Priming Liens - perfected first priority priming
security interest and lien; ("Priming Liens")
b) First Priority Liens - a perfected first priority
security interest and lien on the Collateral to the extent such
Collateral is not subject to valid, perfected and nonavoidable
liens ("First Priority Liens");
c) Junior Liens -junior perfected security interest and lien
on the Collateral of to the extent such Collateral is subject to
valid, perfected and unavoidable liens in favor of third parties
that were in existence immediately prior to the
Petition Date, or to valid and unavoidable liens in favor of third
parties that were in existence immediately prior to the Petition
Date that were perfected subsequent to the Petition Date ("Junior
Liens", collectively with the First Priority Liens and Priming
Liens, the "DIP Liens"); and
d) Superpriority Expense Claims - superpriority
administrative expense claims in the chapter 11 cases of the
Debtors.
e) LC Liens - the DIP LC Facility shall be secured solely by
the amounts on deposit in a letter of credit cash collateral
account as more fully described in the DIP Term Sheet.
* Material Conditions to Closing
-- Execution of DIP Term Sheet.
-- Occurrence of Petition Date and entry of "first day
orders", including a cash management order that is reasonably
satisfactory to the DIP Agent.
-- Entry of Interim Order authorizing DIP Loans no later than
three business days following Petition Date.
-- The payment of reasonable and documented costs , fees, and
expenses set forth in the DIP Loan Documents
-- The obligations of the Loan Parties under the DIP LC
Facility
will be secured and perfected pursuant to the Interim Order.
-- The DIP Agent shall have valid and perfected liens on the
security interest in the Collateral.
* Covenants
A. Negative Covenants - the DIP Loan Documents will contain
the following negative covenants:
-- Limitations on indebtedness.
-- Limitations on liens.
-- Limitations on sale and leaseback transactions.
-- Limitations on investments, loans and advances.
-- Limitations on mergers, consolidations, sales of assets and
acquisitions;
-- Limitations on dividends and distributions.
-- Limitations on transactions with affiliates.
-- Limitations on changes in business.
-- Limitations on the (i) payment and modification of
subordinated or other prepetition indebtedness, except in the case
of prepetition debt, pursuant to "first day" or other orders
entered by the Bankruptcy Court that are in form and substance
satisfactory to the DIP Agent, and (ii) modification of certificate
of incorporation, by-laws and certain other agreements, etc.
-- Limitations on (i) AP1000 Projects shut-down costs limited
to $125 million, and (ii) outstanding amounts under the
Intercompany Facility, in each case, in accordance with the
business plan.
-- Limitations on hedging agreements.
-- Limitations on other "designated senior debt".
-- Limitations on changes to fiscal year and accounting.
B. Financial Covenants - the DIP Facility will contain the
following financial covenants:
a) Minimum Liquidity. Minimum unrestricted cash and cash
equivalents of the Company and the US Guarantors, on a consolidated
basis, of $100 million, tested on a weekly basis.
b) Business Plan. Receipt of a Business Plan, in form and
substance reasonably acceptable to the Required Lenders,
within 120 days of the DIP Closing Date.
c) Minimum EBITDA. Initially tested as of the last day of
each fiscal month (commencing on the month ended Sept. 30, 2017)
with applicable testing periods commencing on Aug. 1, 2017 and
ending on the applicable month then ended. Commencing on the test
period ended March 31, 2018 and for each month ended thereafter,
LTM testing period (the "LTM Test"). No less than the greater of
(a) solely with respect to any LTM Test, $350 million and (b) the
corresponding amount set forth in the Business Plan plus a cushion
of 15%.
* Events of Default. Material events of default include:
-- Failure to file an acceptable Plan of Reorganization prior
to the earlier of (a) 18 months after the Petition Date, or (b) the
period in which the Debtors have the exclusive right to file a
chapter 11 plan under section 1121 of the Bankruptcy Code
-- The commencement of an insolvency proceeding by an EMEA
entity.
* Milestones: No milestones related to assets sales or a plan of
reorganization.
* Carve-Out: The DIP Liens and DIP Superpriority Claims shall be
subject and subordinate to a Carve-Out with respect to Collateral
(other than amounts on deposit in the LC Cash Collateral Account),
which shall be comprised of:
a) fees required to be paid to the Clerk of the Court and
U.S. Trustee;
b) reasonable and documented fees of a section 726(b)
trustee, not to exceed $250,000;
c) all accrued and unpaid reasonable fees, costs and expenses
incurred by person or firmed retained by the Debtors and the
Committee.
Following notice from the DIP Agents of written notice that an
Event of Default has occurred and has triggered the Carve-Out, the
payment of Professional Fees may not exceed $8 million in the
aggregate after the receipt of such notice; provided that the
Carve-Out shall not contain any cap on any "pipeline" expenses of
Debtor's professionals.
* Funding of Non- Debtor Affiliates: The Debtors will provide a
maximum of $375 million in intercompany advances to EMEA
Intercompany Borrowers for the benefit of the EMEA Entities.
Pursuant to the EMEA Intercompany Facility, WEC U.S. may advance
amounts (including any proceeds of the DIP Loans) up to $375
million (but only $300 million initially) to the EMEA Intercompany
Borrowers (inclusive of $75 million under the DIP LC Facility (but
only $50 million initially)), to be (i) guaranteed the EMEA
Entities, and (ii) secured by the assets of the EMEA Entities in
each case, to the extent required by the applicable local
jurisdiction requirements set forth on Schedule 1 to the DIP Term
Sheet. The intercompany advances shall be evidenced by a Liquidity
Facility Agreement.
* Liens on Avoidance Actions: Upon entry of the Final Order,
First Priority Liens shall attach to Avoidance Actions
* Waiver or Modification of the Automatic Stay: The automatic
stay is modified as necessary to (i) permit the granting of DIP
Liens and to incur all DIP Obligations under the Term Sheet and the
other DIP Loan Documents and (ii) authorize the DIP Agent to retain
and apply payments.
* Waiver or Modification of Applicability of Non- Bankruptcy Law
Relating to the Perfection or Enforcement of a Lien: The Interim
Order is sufficient and conclusive evidence of the validity,
perfection and priority of the DIP Liens without the necessity of
filing or recording any financing statement, deed of trust,
mortgage, or other instrument or document which may otherwise be
required under the law of any jurisdiction or the taking of any
other action to validate or perfect the DIP Liens or to entitle the
DIP Liens to the priorities granted in the Interim Order.
* Section 506(c) Waiver: No expenses of administration shall be
charged against or recovered from the Collateral pursuant to
section 506(c).
* Section 552(b) Waiver: None.
* Release, Waivers or Limitation on any Claim or Cause of
Action: None.
Westinghouse's Immediate Need for DIP Financing
"The Debtors require the financing available under the DIP Facility
to have sufficient liquidity to operate their business and
administer their estates during these chapter 11 cases. As a
result of the dramatic liquidity drain caused by Westinghouse's
obligations related to construction of the U.S. AP1000 Projects, as
of the Petition Date, the Debtors do not have sufficient liquidity
to support their ongoing operations. In addition to funding their
own operations, the Debtors need to access the DIP Facility to
provide funding to the EMEA Entities to maintain the solvency and
operations of such entities to avoid value destructive actions
taken by such entities' stakeholders. Absent authority to access
DIP Financing, even for a limited period of time, Westinghouse
(including the EMEA Entities) would not be able to operate its
businesses, deteriorating value and causing immediate and
irreparable harm to the Debtors' estates and creditors," the
Debtors' counsel, Garrett A. Fail, explains.
Immediate Need to Preserve Debtors' Operations
Mr. Fail further states, "Without new financing, the Debtors are
currently unable to pay their debts as they become due.
Accordingly, the orderly continuation of the Debtors' business
depends on their ability to access the DIP Facility. The DIP
Facility will allow the Debtors to, among other things, make
payroll and satisfy other working capital and general corporate
purposes of the Debtors, including making essential payments to
suppliers and regulatory agencies."
"Continuation of the Debtors' core operations are particularly
crucial at this time given (i) the uncertainty surrounding the
construction of the U.S. AP1000 Projects and their impact on the
Debtors' core businesses, and (ii) that the Debtors' Operating
Plant Business is currently in the midst of "outage season," a high
demand period where the Debtors' customers are dependent on the
Debtors to provide maintenance and safety inspections at nuclear
power plants. If the Debtors fail to meet this heightened demand
from their customers, the value of their business will
significantly deteriorate as customers will be forced to seek
services from other sources. In addition to such commercial
reasons, given the nature of Westinghouse's business, any
interruption of the Debtors' ability to pay vendors and operate
their businesses could potentially (i) cause environmental hazards
or pose significant risk to the environment, (ii) pose a threat to
health and public safety, or (iii) compromise the Debtors'
customers' ability to provide power to the United States electrical
grid."
"Access to the DIP Facility is essential for the Debtors to assure
their employees, customers, and vendors, as well as the applicable
regulatory and governmental bodies, that the Debtors have
sufficient capital to continue their operations in the ordinary
course of business during the pendency of these chapter 11 cases."
Immediate Need to Preserve Value of the EMEA Entities
"Equally crucial to the value of the Debtors' estates and their
reorganization efforts is preserving the value of the EMEA
Entities. The Debtors and its EMEA Entities depend heavily on one
another for business support relating to operations, intellectual
property, credit support and guarantees, and manage certain
business lines on a consolidated global basis, and as such, have
significant synergies that in effect create a globally integrated
and interdependent nuclear service provider. The various
Westinghouse entities across the globe rely on one another to share
professionals, licenses, equipment, and materials in providing
services their customers."
"Furthermore, the Debtors have historically relied on the EMEA
Entities as (i) a significant source of revenue through the
intercompany purchase of goods and services pursuant to a transfer
pricing program, and (ii) a cash-flow positive contributor of
liquidity to Westinghouse, and subsequently, to the Debtors. As a
result, the value of the Debtors' estates is dependent upon the
EMEA Entities maintaining their operations and going concern
value."
"Similarly, the value of the EMEA Entities coincides with the
Debtors' value -- the two organizational chains are co-dependent.
Until recently, WEC U.S. and WEK UK and certain of their
subsidiaries were party to a cash pooling arrangement (the "Global
Cash Pool") that allowed the parties to efficiently transfer cash
to where it was needed in the Westinghouse organization.
Withdrawals from the Global Cash Pool generated receivables to the
Global Cash Pool owed by withdrawing entities and deposits into the
Global Cash Pool generated payables owed to the depositing
entities. Certain of the EMEA Entities were dependent on the
Global Cash Pool as a source of liquidity. In recent months, as a
result of Westinghouse's deteriorating liquidity, the balance of
the Global Cash Pool diminished, causing liquidity issues for a
number of the EMEA Entities participants, and raising concerns
about their solvency going forward."
"The combination of dwindling liquidity in the Global Cash Pool and
the constraints on issuing LCs as a result of the defaults under
the LC Agreement, caused certain EMEA Entities to express
significant concern regarding their ability to continue to operate
as a going concern and/or satisfy certain financial assurance
requirements with respect to pension obligations and maintaining
nuclear regulatory licenses. Although the Debtors have been
working closely with the EMEA Entities to manage their liquidity
concerns and provide assurance to the relevant regulatory bodies, a
financing solution is required."
"Given the Debtors' current liquidity situation, access to the DIP
Facility to provide the EMEA Intercompany Facility is necessary to
ensure the orderly continuation of EMEA Entities' operations and
the preservation of the EMEA Entities' going concern value. The
EMEA Intercompany Facility will ensure the financial stability of
the EMEA Entities throughout the Debtors' chapter 11 cases, and
allow the Debtors to develop and implement a global restructuring
solution aimed at maximizing the value of the Westinghouse
enterprise for the benefit of the Debtors' estates."
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania. Westinghouse has 12,000
employees worldwide.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was Building, on
March 29, 2017, Westinghouse Electric Company LLC, along with 29
affiliates, filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code. The cases are pending joint
administration under Case No. 17-10751 before the Honorable Michael
E. Wiles (Bankr. S.D.N.Y.).
WESTINGHOUSE ELECTRIC: SCANA's VC Summer Project to Go On
---------------------------------------------------------
SCANA Corporation on March 29, 2017, provided an update with regard
to the impact of the Chapter 11 filing of Westinghouse Electric
Company, LLC (WEC) on the new nuclear project at the V.C. Summer
Nuclear Station. South Carolina Electric & Gas Company, principal
subsidiary of SCANA, and V.C. Summer Nuclear Station co-owner,
Santee Cooper, contracted with WEC to build two Westinghouse AP1000
reactors in Fairfield County, S.C.
SCANA and Santee Cooper have been working with WEC in anticipation
of the bankruptcy filing to reach an agreement, subject to
bankruptcy court approval, that allows for work on the project to
continue toward completion of the units. This agreement, which
will be filed today with the court as part of WEC's bankruptcy
filings, allows for a transition and evaluation period during which
SCANA and Santee Cooper will assess information provided by WEC and
determine the most prudent path forward for the project.
"This agreement with Westinghouse allows progress to continue to be
made on-site while we evaluate the most prudent path to take going
forward," said SCANA Chairman and CEO, Kevin Marsh. "Fluor will
continue as the construction manager during this period and they
continue to work towards completion of the units."
Lonnie Carter, Santee Cooper President and CEO, said, "This
agreement will provide SCE&G and Santee Cooper the time necessary
to perform due diligence related to cost and schedule. It gives us
critical direct access to resources and information that
Westinghouse had not provided us to date, which will be important
as we plan for the future of the project."
David Seaton, Fluor Chairman and CEO, said, "Fluor will continue to
support SCANA, Santee Cooper, and Westinghouse on the VC Summer
project as the parties work through the current situation. We
remain committed to the successful completion of this important
project."
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania. Westinghouse has 12,000
employees worldwide.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was
Building, on March 29, 2017, Westinghouse Electric Company LLC,
along with 29 affiliates, filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code. The cases
are pending joint administration under Case No. 17-10751 before the
Honorable Michael E. Wiles (Bankr. S.D.N.Y.).
YOGI CARPET: Plan Outline Okayed, Plan Hearing Set for May 9
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of Illinois will
consider approval of the Chapter 11 plan of reorganization of Trans
Coastal Supply Company, Inc. at a hearing on May 9.
The hearing will be held at 9:30 a.m., at the U.S. Courthouse, Room
232, 600 East Monroe, Springfield, Illinois.
The court had earlier approved Trans Coastal's first amended
disclosure statement filed on Feb. 6, allowing the company to start
soliciting votes from creditors.
The order set an April 28 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
About Yogi Carpet & Tile
Yogi Carpet & Tile, Inc. is a family-owned and operated flooring
business formed in June, 1995. The Debtor owns and operates a
22,000 square foot flooring showroom at: 7309 E. Colonial Drive,
Orlando, Florida 32807 and offers a wide selection of wood, tile
and laminate flooring and carpet.
Yogi Carpet & Tile Inc., d/b/a D'Best Carpet & Tile, d/b/a D'Best
Floorz & More, filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 16-07776) on Nov. 30, 2016. The petition was signed by Dario
Hernandez, president. At the time of filing, the Debtor estimated
assets and liabilities at $1 million to $10 million each.
The Debtor is represented by Daniel A. Velasquez, Esq. and Justin
M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP. Edwin
Rivera & Associates, PA serves as the Debtor's accountant.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
[*] Bridgepoint Consulting Named 2017 Global M&A Awards Finalist
----------------------------------------------------------------
Bridgepoint Consulting, a Texas-based finance, IT and management
consulting firm, on March 28 disclosed that the firm's Turnaround &
Restructuring practice has been named a 2017 finalist for
Turnaround Firm of the Year (Boutique category) by the Global M&A
Network Turnaround Atlas Awards.
Additionally, Bridgepoint Consulting's client Life Partners
Holdings Inc. has been recognized as the Chapter 11 Restructuring
of the Year (companies with assets $1 Billion - $2.5 Billion),
particularly for having the Best Value Creating Chapter 11 Plan.
The annual Turnaround Atlas Awards, presented by the Global M&A
Network, honor excellence in categories of best value-creating
transactions, outstanding firms, influential professionals and
leaders from the restructuring, bankruptcy, special situation deals
and turnaround communities, world-wide. Winning a Turnaround Atlas
Award equates to achieving the highest "Gold Standard of
Performance" seal of endorsement in the local, regional and global
markets; validating the team expertise and talents, as well as the
organization's competitive brand leadership position.
The Life Partners restructuring is likely the first time ever a
fraudulent scheme of this magnitude was converted to a legitimate
enterprise, according to Dawn Ragan, Managing Director of
Turnaround & Restructuring Services, whom led the transaction for
Bridgepoint. "We are delighted to receive this recognition from
the Global M&A Network for the great accomplishment achieved by our
Turnaround team, on behalf of thousands of investors in the Life
Partners portfolio," said Bill Patterson, Principal at Bridgepoint
Consulting. "We have an outstanding team of professionals who are
focused on delivering unique restructuring and business
transformation solutions, and I am very proud of their dedication
to and passion for serving our Texas clients."
Since 2008, Bridgepoint has helped more than 60 struggling
companies with everything from Turnaround, Dispute Resolution,
Chapter 11 Bankruptcy and CRO Services.
"Every day, we help our clients navigate some very complex
reorganizations or financial distress," said Ms. Ragan. "This is
truly a testament to our teams' hard work, restructuring capability
and ability to work across industries."
"Bridgepoint has and continues to be an excellent partner," said
David Bennett, Bankruptcy & Restructuring Practice Leader for
Thompson & Knight, Life Partners' Chapter 11 counsel. "We've been
very impressed by their personalized services, which rivals some of
the biggest firms out there thanks to its high-quality service
delivery model and the teams' restructuring capability."
Winners will be honored at the Global M&A Network's Turnaround
Atlas Awards Gala on Tuesday, April 4 in New York. The winners in
each category are selected independently based on identifiable
performance criteria, including restructuring style,
sustainability, number of creditors, sector challenges, timeliness
and jurisdictional intricacies.
About Bridgepoint Consulting
Bridgepoint Consulting -- http://www.BridgepointConsulting.com/--
is a Texas-based professional services firm that provides strategic
services and highly qualified professionals to solve complex
financial, management and technology challenges. The firm has
offices in Austin, Dallas and Houston.
[*] Fox Rothschild Avoids Philadelphia Bankruptcy Filing Claims
---------------------------------------------------------------
Matt Fair, writing for Bankruptcy Law360, reports that Fox
Rothschild LLP evaded accusations that an attorney filed a
bankruptcy petition to ward off a trial that a client was facing in
Pennsylvania state court over an aborted merger involving a
Philadelphia-area travel agency.
Counted among the 200 largest law firms in the nation, Fox
Rothschild LLP -- http://www.foxrothschild.com/-- is a full-
service firm with offices in Delaware, Florida, New Jersey, New
York, and Pennsylvania, providing a complete range of legal
services to public and private business entities, charitable,
medical and educational institution, and individuals.
[*] Garden City Bags Two Prestigious M&A Advisor Turnaround Awards
------------------------------------------------------------------
Garden City Group, LLC(SM) (GCG(R)), a wholly-owned subsidiary of
Crawford & Company(R) and a provider of legal administration and
technology solutions, on March 28 disclosed that it has received
two prestigious awards from The M&A Advisor for its outstanding
operational and technological achievements in the $2 billion
Chapter 11 restructuring of oil and gas company, Quicksilver
Resources.
Honored for its role as claims agent in the Quicksilver Chapter 11
restructuring, GCG's team was part of the larger multifaceted team
of restructuring professionals to win the Restructuring Deal of the
Year ($1B-5B) at The M&A Advisor's 11th annual Turnaround Awards.
GCG was also honored to receive an award for Turnaround
Product/Service of the Year - Information Management. The M&A
Advisor is the world's premier leadership organization for mergers,
acquisitions, restructuring and refinancing professionals.
GCG's award-winning work on the Quicksilver case was selected by an
independent committee of mergers, acquisition, restructuring and
refinancing industry experts from submissions by more than 300
companies. The M&A Advisor's Restructuring Deal of the Year is
judged on the deal's profile, challenges and benefits; the
Turnaround Product/Service of the Year is awarded on the basis of
the product or service's profile, benefits, unique attributes,
market share, growth trajectory and industry impact.
"GCG's state-of-the-art systems are changing the landscape of our
industry," said Angela Ferrante, senior vice president, operations
at GCG. "We are paving the way for what's possible when it comes
to employing technology in restructuring administrations."
In the Quicksilver matter, GCG oversaw the administration of the
complex Chapter 11 restructuring, successfully mitigating
unforeseen legal challenges, realizing measurable benefits for
Quicksilver's customers and vendors and, ultimately, providing
services that supported Quicksilver's ability to emerge from
bankruptcy through a successful reorganization. Throughout the
engagement, GCG's restructuring team served as a strategic
administration partner in the delivery of comprehensive,
end-to-end services related to claims, noticing, solicitation and
balloting.
Integral to the success of the Quicksilver matter were the
breakthrough and cost-efficient systems GCG developed and employed
throughout the administration. Leveraging cutting-edge technology
and proprietary software, GCG successfully developed a secure and
interactive online claim and balloting portal that enhanced the
submission process while achieving greater flexibility and
confidence for users.
The Turnaround Product/Service of the Year - Information Management
was awarded based on the technology's ability to streamline the
administration of the bankruptcy case, particularly the claims,
voting, and balloting processes.
About Garden City Group, LLC (GCG(R))
For more than three decades, GCG -- http://www.gardencitygroup.com
-- has been the premier provider for class action settlement
administrations, restructuring and bankruptcy matters, mass tort
settlement programs, regulatory settlements, and data breach
response programs. GCG provides industry leading reorganization
services including services relating to Chapter 7 liquidations,
Chapter 9 restructurings, Chapter 11 reorganizations, Chapter 15
cross-border proceedings, Creditors' Committee assistance, and
out-of-court restructurings and corporate events. Its team has
handled landmark bankruptcies involving billions of dollars of
liabilities, including notably Samson Resources, American Apparel,
Inc., American Airlines and Motors Liquidation Company (f/k/a
General Motors Corp.). GCG is a subsidiary of Crawford & Company.
About Crawford(R)
Based in Atlanta, Crawford & Company(R)
--http://www.crawfordandcompany.com-- is the world's largest
publicly listed independent provider of claims management solutions
to insurance companies and self-insured entities with an expansive
global network serving clients in more than 70 countries. The
Crawford Solution(TM) offers comprehensive, integrated claims
services, business process outsourcing and consulting services for
major product lines including property and casualty claims
management, workers compensation claims and medical management, and
legal settlement administration.
[*] Lorenzo Mendizabal Joins BMC as Executive Vice President
------------------------------------------------------------
BMC Group, a global provider of legal, financial and corporate
information solutions, on March 28, 2017, disclosed that Lorenzo
Mendizabal has joined the bankruptcy services team as Executive
Vice President. Mr. Mendizabal brings to this role more than 20
years of experience as a bankruptcy specialist. He previously
served in leadership roles at Epiq Systems as Executive Managing
Director of the Restructuring business from 2006 to 2015 and at
Trumbull Group where he served as President from 1999 to 2005.
"BMC is thrilled to have an industry leader with Lorenzo's
reputation, stature, and capability, join our executive team," said
Sean Allen, BMC Group CEO.
Mr. Mendizabal is excited about joining the BMC Group team and its
global platform. "There is a coherent mission here to transform
the restructuring market by providing cloud-based, secure,
integrated tool sets that will help eliminate waste in the
bankruptcy process," said Mr. Mendizabal. "There are few instances
in your career where you can make meaningful and far reaching
change to an industry."
"Lorenzo's appointment reflects our continuing commitment to the
bankruptcy services business," said Tinamarie Feil, President of
Client Services and Co-Founder. "His entrepreneurial spirit and
record of success leading other organizations will be tremendously
valuable."
Mr. Mendizabal earned his B.A. From Hartwick College and his JD
from Boston College Law School. Lorenzo is an active participant in
several industry organizations. He has served on several boards
including those of the American Bankruptcy Institute and the
Turnaround Management Association. He is a frequent writer and
speaker on bankruptcy and restructuring issues, including the role
of technology in claims administration.
About BMC Group
Founded in 1998, BMC Group -- http://www.bmcgroup.com/-- provides
leading corporate, legal and transactional professionals with
technology, tools and services to securely collect, manage and
exchange critical information. With an international network and
offices around the world, the firm delivers global and
around-the-clock resources. BMC Group clients include Fortune 1000
corporations, investment banks, private equity firms, hedge funds,
healthcare providers, government agencies and insurance carriers.
[*] Rudy Cerone Named to ABI's Consumer Bankruptcy Commission
-------------------------------------------------------------
McGlinchey Stafford PLLC on March 28, 2017, disclosed that Rudy J.
Cerone has been named by the American Bankruptcy Institute (ABI) to
its newly formed Commission on Consumer Bankruptcy.
Mr. Cerone, a Member resident in McGlinchey Stafford's New Orleans
office, is Co-Chair of the firm's Financial Restructuring,
Bankruptcy & Creditors' Rights team. He will serve as one of 15
members of the new Commission on Consumer Bankruptcy, which was
created "to examine the consumer bankruptcy system and recommend
improvements that can be added within its existing structure,"
according to ABI.
Mr. Cerone, who is Co-Chair of the ABI Caribbean Insolvency
Symposium, previously served in leadership roles within ABI,
including as a member of its Board of Directors from 2006-2015 and
as Secretary and Executive Committee Member from 2010-2015.
"I am honored to join nationally-recognized leaders in consumer
bankruptcy to work toward recommendations for the modernization of
the consumer bankruptcy system," said Mr. Cerone. "Together, we
will gather input from around the country to shape and improve this
system, which will benefit all those involved."
A 38-year veteran of the legal profession, Mr. Cerone is a Fellow
of the American College of Bankruptcy (2001) and is certified as a
specialist in Business Bankruptcy Law by the American Board of
Certification (1993) and by the Louisiana State Bar Association
Board of Legal Specialization (1996). Mr. Cerone has received
recognition from peers and clients for excellence in bankruptcy law
in publications such as Chambers USA and The Best Lawyers in
America(R). He received his J.D., cum laude, from Boston College
Law School in 1979.
Mr. Cerone will join the Commission for its first public field
hearing at the National Association of Consumer Bankruptcy
Attorneys (NACBA) Annual Meeting in Orlando, Fla., May 4-7.
Mr. Cerone can be reached at:
McGLINCHEY STAFFORD
Rudy J. Cerone
Tel: (504) 596-2786
Fax: (504) 910-9362
E-mail: rcerone@mcglinchey.com
About McGlinchey Stafford
McGlinchey Stafford -- http://www.mcglinchey.com/-- is a
full-service law firm providing innovative legal counsel to
business clients nationwide. Guiding clients wherever business and
law intersect, McGlinchey Stafford's 200 attorneys are based in 13
offices in Alabama, California, Florida, Louisiana, Mississippi,
New York, Ohio, Texas, and Washington, DC.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Romeo Curtis Brooks
Bankr. C.D. Cal. Case No. 17-13431
Chapter 11 Petition filed March 21, 2017
See http://bankrupt.com/misc/cacb17-13431.pdf
represented by: Renee E. Sanders, Esq.
LAW OFFICES OF RENEE ESTELLE SANDERS
E-mail: reneesandlaw@gmail.com
In re Manhattan Properties, LLC
Bankr. D. Colo. Case No. 17-12296
Chapter 11 Petition filed March 21, 2017
See http://bankrupt.com/misc/cob17-11296.pdf
represented by: Kevin S. Neiman, Esq.
LAW OFFICES OF KEVIN S. NEIMAN, P.C.
E-mail: kevin@ksnpc.com
In re Kenneth E. Brownlee and Janice J. Brownlee
Bankr. M.D. Ga. Case No. 17-70283
Chapter 11 Petition filed March 21, 2017
represented by: Christopher W. Terry, Esq.
STONE AND BAXTER, LLP
E-mail: cterry@stoneandbaxter.com
In re James P. Acosta
Bankr. D.N.J. Case No. 17-15537
Chapter 11 Petition filed March 21, 2017
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: morrlaw@aol.com
In re Anthony Diaz
Bankr. D. Nev. Case No. 17-11328
Chapter 11 Petition filed March 21, 2017
represented by: Matthew L. Johnson, Esq.
JOHNSON & GUBLER, P.C.
E-mail: annabelle@mjohnsonlaw.com
In re Loretta's Home Health Care, Inc.
Bankr. W.D. Okla. Case No. 17-10940
Chapter 11 Petition filed March 21, 2017
See http://bankrupt.com/misc/okwb17-10940.pdf
represented by: Mike J. Rose, Esq.
MICHAEL J. ROSE PC
E-mail: mrose@coxinet.net
In re Thomas P. Janidas and Darlene E. Janidas
Bankr. W.D. Pa. Case No. 17-21100
Chapter 11 Petition filed March 21, 2017
represented by: Gary William Short, Esq.
E-mail: garyshortlegal@gmail.com
In re Annie N.M. Nguyen and Ken K. Nguyen
Bankr. N.D. Tex. Case No. 17-31032
Chapter 11 Petition filed March 21, 2017
represented by: Charles R. Chesnutt, Sr., Esq.
CHARLES R. CHESNUTT, P.C.
E-mail: cc@chapter7-11.com
In re Maria G. DeGraaf
Bankr. N.D. Cal. Case No. 17-50678
Chapter 11 Petition filed March 22, 2017
represented by: Charles B. Greene, Esq.
LAW OFFICES OF CHARLES B. GREENE
E-mail: cbgattyecf@aol.com
In re MFR Rental Properties, LLC
Bankr. M.D. Fla. Case No. 17-02334
Chapter 11 Petition filed March 22, 2017
See http://bankrupt.com/misc/flmb17-02334.pdf
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re Belkis Arleth Bobadilla
Bankr. S.D. Fla. Case No. 17-13435
Chapter 11 Petition filed March 22, 2017
represented by: Elias Leonard Dsouza, Esq.
E-mail: dtdlaw@aol.com
In re Barbara H. Cattar
Bankr. W.D. La. Case No. 17-30432
Chapter 11 Petition filed March 22, 2017
represented by: Malcolm DeCelle, Jr., Esq.
E-mail: malcolm.decelle@yahoo.com
In re FTS Capital, LLC
Bankr. D. Mass. Case No. 17-40490
Chapter 11 Petition filed March 22, 2017
See http://bankrupt.com/misc/mab17-40490.pdf
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re S and S Holding Company LLC
Bankr. D. Mass. Case No. 17-40504
Chapter 11 Petition filed March 22, 2017
See http://bankrupt.com/misc/mab17-40504.pdf
Filed Pro Se
In re Efrain Casillas Torres and Roxana Beltran Gonzalez
Bankr. D.P.R. Case No. 17-01961
Chapter 11 Petition filed March 22, 2017
represented by: Juan A Santos Berrios, Esq.
SANTOS BERRIOS LAW OFFICES LLC
E-mail: santosberriosbk@gmail.com
In re Cold Spy on the Inside, LLC d/b/a Tune Up Plus
Bankr. E.D. Va. Case No. 17-71004
Chapter 11 Petition filed March 22, 2017
See http://bankrupt.com/misc/vaeb17-71004.pdf
represented by: Kelly Megan Barnhart, Esq.
ROUSSOS, GLANZER & BARNHART, PLC
E-mail: barnhart@rgblawfirm.com
In re Gwendolyn Marie Williams
Bankr. N.D. Cal. Case No. 17-40811
Chapter 11 Petition filed March 23, 2017
Filed Pro Se
In re Shahnaz Amir
Bankr. N.D. Cal. Case No. 17-50700
Chapter 11 Petition filed March 23, 2017
represented by: Jason Vogelpohl, Esq.
CENTRAL COAST BANKRUPTCY
E-mail: jason@centralcoastbankruptcy.com
In re OL FRESH, LLC
Bankr. D. Mass. Case No. 17-10994
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/mab17-10994.pdf
represented by: Timothy M. Mauser, Esq.
LAW OFFICE OF TIMOTHY MAUSER, ESQ.
E-mail: tmauser@mauserlaw.com
In re Lester Painting, LLC
Bankr. E.D. Mo. Case No. 17-41917
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/moeb17-41917.pdf
represented by: Dan J. Kazana, Esq.
KAZANAS LC
E-mail: dan.kazanas@global-lawfirm.com
In re LDJ Enterprise, LLC
Bankr. N.D. Miss. Case No. 17-11088
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/msnb17-11088.pdf
represented by: Dalton Middleton, Esq.
MIDDLETON LAW OFFICE, PLLC
E-mail: rb@MLawMS.com
In re True Authority Church International
Bankr. D. Nev. Case No. 17-11407
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/nvb17-11407.pdf
represented by: Thomas E. Crowe, Esq.
THOMAS E. CROWE PROFESSIONAL LAW CORPORATION
E-mail: tcrowe@thomascrowelaw.com
In re Luv-It Frozen Custard, Inc.
Bankr. D. Nev. Case No. 17-11417
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/nvb17-11417.pdf
represented by: Thomas E. Crowe, Esq.
THOMAS E. CROWE PROFESSIONAL LAW CORPORATION
E-mail: tcrowe@thomascrowelaw.com
In re VMF, Inc.
Bankr. M.D. Pa. Case No. 17-01128
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/pamb17-01128.pdf
represented by: Lisa M. Doran, Esq.
DORAN & DORAN, P.C.
E-mail: ldoran@doran-law.net
In re Nova Terra Inc.
Bankr. D.P.R. Case No. 17-01968
Chapter 11 Petition filed March 23, 2017
See http://bankrupt.com/misc/prb17-01968.pdf
represented by: Ruben Gonzalez Marrero, Esq.
E-mail: rgmattorney1@hotmail.com
In re Don William Cooper
Bankr. E.D. Tenn. Case No. 17-50472
Chapter 11 Petition filed March 23, 2017
Filed Pro Se
In re Francis N. Beebe and Michele A. Brigance
Bankr. D. Ariz. Case No. 17-02929
Chapter 11 Petition filed March 24, 2017
represented by: Grant L. Cartwright, Esq.
GERALD K SMITH AND JOHN C SMITH LAW OFCS
E-mail: grant@smithandsmithpllc.com
In re Sandhill Enterprises of Lakeland, LLC
Bankr. M.D. Fla. Case No. 17-02392
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/flmb17-02392.pdf
represented by: Pierce J Guard, Jr., Esq.
THE GUARD LAW GROUP, PLLC
E-mail: jguardjr@aol.com
In re Lake Naomi Real Estate, Inc.
Bankr. M.D. Fla. Case No. 17-02419
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/flmb17-02419.pdf
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re Diversified Computer Solutions, Inc.
Bankr. N.D. Ga. Case No. 17-55428
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/ganb17-55428.pdf
represented by: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
E-mail: cmccord@joneswalden.com
In re Michael Dean Dooley and Lou Ann Dooley
Bankr. D. Kan. Case No. 17-10430
Chapter 11 Petition filed March 24, 2017
represented by: Todd Allison, Esq.
LAW OFFICE OF TODD ALLISON, PA
E-mail: todd@toddallisonlaw.com
In re Michael Dean Moss and Rachel Celeste Moss
Bankr. W.D. Mo. Case No. 17-60305
Chapter 11 Petition filed March 24, 2017
represented by: Angela D. Acree, Esq.
ACREE LAW FIRM, LLC
E-mail: adacree@8nodebt.com
In re Ipek Properties LLC
Bankr. D.N.J. Case No. 17-15786
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/njb17-15786.pdf
represented by: Kevork Adanas, Esq.
KEVORK ADANAS, P.C.
E-mail: info@adanaslaw.com
In re Brad Philip Lindburg and Stacey Goff Lindburg
Bankr. D. Nev. Case No. 17-11451
Chapter 11 Petition filed March 24, 2017
represented by: David A. Stephens, Esq.
STEPHENS GOURLEY & BYWATER
E-mail: dstephens@sgblawfirm.com
In re Duncan Eliot Bastin
Bankr. D. Nev. Case No. 17-11467
Chapter 11 Petition filed March 24, 2017
represented by: SAMUEL A. SCHWARTZ, Esq.
E-mail: sam@nvfirm.com
In re Restaurant Saltimbanco Inc.
Bankr. S.D.N.Y. Case No. 17-10719
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/nysb17-10719.pdf
represented by: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
E-mail: amg@robinsonbrog.com
In re SALTIMBANCO, LLC
Bankr. S.D.N.Y. Case No. 17-10721
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/nysb17-10721.pdf
represented by: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
E-mail: amg@robinsonbrog.com
In re NYLC LLC
Bankr. S.D.N.Y. Case No. 17-10722
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/nysb17-10722.pdf
represented by: Arnold Mitchell Greene, Esq.
ROBINSON BROG LEINWAND GREENE
E-mail: amg@robinsonbrog.com
In re Latin American Music Co Inc.
Bankr. D.P.R. Case No. 17-02023
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/prb17-02023.pdf
represented by: Victor Gratacos Diaz, Esq.
GRATACOS LAW FIRM, PSC
E-mail: bankruptcy@gratacoslaw.com
In re Alpha Nursing & Therapy, LLC
Bankr. W.D. Tex. Case No. 17-50668
Chapter 11 Petition filed March 24, 2017
See http://bankrupt.com/misc/txwb17-50668.pdf
represented by: Johnny W. Thomas, Esq.
JOHNNY W. THOMAS, LAW OFFICE, P.C.
E-mail: jtlo0815@gmail.com
In re Donald Wayne Davis
Bankr. M.D. Tenn. Case No. 17-02101
Chapter 11 Petition filed March 25, 2017
See http://bankrupt.com/misc/tneb17-02101.pdf
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Craig William Cioffari
Bankr. S.D.N.Y. Case No. 17-22441
Chapter 11 Petition filed March 26, 2017
represented by: Lewis W. Siegel, Esq.
E-mail: lws@lwsesq.com
In re Harbor Bar Docks Incorporated
Bankr. W.D. Wis. Case No. 17-10989
Chapter 11 Petition filed March 26, 2017
See http://bankrupt.com/misc/wiwb17-10989.pdf
represented by: Joel Larimore, Esq.
LARIMORE LAW OFFICE
E-mail: joel.larimore@gmail.com
In re Harbor Bar, Inc.
Bankr. W.D. Wis. Case No. 17-10990
Chapter 11 Petition filed March 26, 2017
See http://bankrupt.com/misc/wiwb17-10990.pdf
represented by: Joel Larimore, Esq.
LARIMORE LAW OFFICE
E-mail: joel.larimore@gmail.com
In re Vincent J Walch and Alexis L Walch
Bankr. C.D. Ill. Case No. 17-70467
Chapter 11 Petition filed March 27, 2017
represented by: Douglas Antonik, Esq.
E-mail: antoniklaw@sbcglobal.net
In re John S. Neumeyer
Bankr. S.D. Miss. Case No. 17-50594
Chapter 11 Petition filed March 27, 2017
represented by: Patrick A. Sheehan, Esq.
E-mail: pat@sheehanlawfirm.com
In re Anthony Ottilio
Bankr. D.N.J. Case No. 17-15942
Chapter 11 Petition filed March 27, 2017
represented by: Kenneth J. Rosellini, Esq.
E-mail: kennethrosellini@gmail.com
In re VICTOR A. SORIANO
Bankr. D. Nev. Case No. 17-11472
Chapter 11 Petition filed March 27, 2017
represented by: THOMAS E. CROWE, Esq.
E-mail: tcrowe@thomascrowelaw.com
In re E. Waters & Associates, P.C.
Bankr. S.D.N.Y. Case No. 17-22446
Chapter 11 Petition filed March 27, 2017
See http://bankrupt.com/misc/nysb17-22446.pdf
represented by: Rashmi Attri, Esq.
E. WATERS &ASSOCIATES, P.C.
E-mail: rashmi@ewaterslaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***