/raid1/www/Hosts/bankrupt/TCR_Public/170421.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, April 21, 2017, Vol. 21, No. 110
Headlines
*[] Teneo Adds Several New Team Members to Restructuring Practice
14885 INWOOD: Seeks Interim Authorization to Use Cash Collateral
25 ALTA EVP: Voluntary Chapter 11 Case Summary
A & K ENERGY: Case Summary & 20 Largest Unsecured Creditors
ADEPTUS HEALTH: Case Summary & 40 Largest Unsecured Creditors
AEROSPACE HOLDINGS: Taps BMC Group as Administrative Agent
AEROSPACE HOLDINGS: Taps G2 Capital as Investment Banker
AFFATATO 1 SERVICES: Hires Ruben Toro as Accountant
AGENT PROVOCATEUR: Files for Ch. 11 Protection With Affiliate
AGENT PROVOCATEUR: Hires Thompson Hine as Counsel
ALABAMA AIRCRAFT: Boeing's Bid to Appeal Sanctions Order Denied
ALLIANT HOLDINGS: Moody's Keeps B3 CFR Over $200MM Additional Loan
ALLY FINANCIAL: Will Pay a Dividend of $0.08 per Share on May 15
AMERICAN POWER: Annual Meeting of Shareholders on May 24
ARCONIC INC: 'It is a Board Problem,' Elliott Says on CEO Departure
ARTESYN EMBEDDED: S&P Cuts CCR to B- on Weak Operating Performance
ASCEND LEARNING: New Sponsor Buyout No Impact Moody's B3 CFR
AVAYA INC: CRO Defends Incentive Plan Against US Trustee
AVAYA INC: Will Restore Business Model Expansion Post-Emergence
AYTU BIOSCIENCE: Continues to Register 328,123 Shares for Resale
AYTU BIOSCIENCE: Inks Employment Agreements with CEO & COO
AZIZ PETROLEUM: Seeks to Hire All Risk as Public Adjuster
AZIZ PETROLEUM: Seeks to Hire Richard R. Robles as Legal Counsel
BALMORAL RACING: Worldwide Wagering Wants RSUI to Cover It For Suit
BELLA LOGISTICS: Case Summary & 9 Unsecured Creditors
BENZIE LEASING: Court 4th Stipulation on Cash Use Extension
BETTER PLACE: Fights Former Directors' Bid to Stop Claims in Israel
BILL BARRETT: Will Host First Quarter Conference Call on May 3
BLUEHIPPO FUNDING: 2nd Cir. Affirms $13.4M Sanction Against Ex-CEO
BOSTWICK LABORATORIES: Centers for Medicare Wants Bigger Carveout
BREVARD EYE: Can Use SummitBridge Cash Collateral Until May 12
BRISTLECONE INC: Case Summary & 20 Largest Unsecured Creditors
CALIFORNIA PROTON: Ombudsman Hires Buchanan Ingersoll as Counsel
CARESTREAM HEALTH: Moody's Puts B2 CFR Under Review for Downgrade
CELERITAS CHEMICALS: Amends Provision on Treatment of JPMC Claim
CENTRAL GROCERS: Selling 22 Stores, Said to Be Mulling Bankruptcy
CENTURYLINK INC: Fitch Maintains 'BB+' IDR on Rating Watch Negative
CENTURYLINK INC: S&P Affirms 'BB' Corporate Credit Rating
CHIEFTAIN STEEL: Allowed Further Cash Collateral Use Thru May 31
CHINA FISHERY: Court Okays Weil Gotshal as Ch 11 Counsel
CHRISTIAN ELDERLY: Hires Conde & Associates as Attorney
CLAIRE'S STORES: Posts $53.9 Million Net Income for Fiscal 2016
CLARKE PROJECT: Can Continue Using Cash Collateral Until May 31
COATES INTERNATIONAL: Incurs $8.35 Million Net Loss in 2016
COMMUNITY CHOICE: S&P Affirms 'CCC' ICR; Outlook Still Negative
CONSUMERS' CHOICE: Files Lawsuit Against Federal Government
CORE EDUCATIONAL: Hires Thayer O'Neal as Appraiser
CORINTHIAN COLLEGES: Reaches Settlement With Directors
CT TECHNOLOGIES: Moody's Hikes First Lien Credit Facilities to B2
DAVID WINSTON: Seeks Permission to Use Wells Fargo Cash Collateral
DELUXE ENTERTAINMENT: New $200M Loan No Impact on Moody's B2 CFR
DIABETES ENDOCRINOLOGY: Hires Best Consulting as Accountant
DIDI REAL ESTATE: To Pay US Bank From Rental Income, Asset Sale
DIGNITY & MERCY: Seeks to Hire Myles CPA Firm as Accountant
DIOCESE OF DULUTH: Wins in Sexual Abuse Claims Coverage Dispute
DIVERSIFIED COMPUTER: Has Final Approval on Cash Collateral Use
EAGAN AVENATTI: Hires Baker & Hosteler as Counsel
EAGAN AVENATTI: US Trustee Wants Ch 11 Case Moved to California
EASTERN OUTFITTERS: Has Nod to Conduct Store Closing Sales
EMMAUS LIFE: CEO Niihara Resigns as Generex Chairman
ENCLAVE AT HILLSBORO: Taps Bloom & Freeling as Special Counsel
ENERGY FUTURE: NextEra in Talks to Revive $18.4M Deal for Oncor
EPICENTER PARTNERS: Emerald May Get 100% at 4% Under New Plan
ESPLANADE HL: Wants Exclusivity Period Extended Through June 14
ESSAR STEEL: Capital Partners Eyeing Iron Ore Mine, Mill Project
ESSEX CONSTRUCTION: Trustee Taps Protiviti as Financial Advisor
ETERNAL ENTERPRISE: Allowed to Continue Using Cash Until April 30
FANTASY JEWELRY: Sept. 13 Plan and Disclosure Statement Hearing
FARMERS GRAIN: Case Summary & 20 Largest Unsecured Creditors
FINJAN HOLDINGS: Posts Record Revenue of $25 Million for Q1
FIRST QUANTUM: S&P Affirms 'B-' CCR & Revises Outlook to Positive
FLABEG SOLAR US: Hires Case Sabatini as Accountant
FLOYD INDUSTRIES: Allowed Until May 31 to Use Cash Collateral
FPMI SOLUTIONS: Hires Larry Strauss as Accountant
FUSE MEDIA: S&P Lowers CCR to 'CCC+' on Higher Refinancing Risk
GANDER MOUNTAIN: Has Final Approval on $452-Mil DIP Loan, Cash Use
GENERAL ELECTRIC: To Receive $5M From Former USA Dry CEO
GOLDEN MARINA: Files Modified Plan; April 25 Exclusivity Hearing
GRANDPARENTS.COM INC: Wants to Obtain $1.6-Mil Financing, Use Cash
GREATER ST. PAUL: Hires Belvedere Legal as Counsel
GREYSTONE LOGISTICS: Posts $774K Net Income for Third Quarter
GULF PAVING: Court Conditionally Approves Disclosure Statement
H&H FARMS: Hires Mullin Hoard as Counsel
HALT MEDICAL: Has $4.16-Million of Financing From Lead Bidder
HARKEY OPERATING: Hires Sapientia Law as Attorney
HARLAND CLARKE: S&P Affirms 'B+' CCR, Off Watch Negative
HARRINGTON & KING: Cash Collateral Use Extended Through April 28
HELLER EHRMAN: 9th Cir. Reverses Decision on Paying Ex-Shareholder
HOSTESS BRANDS: Announces Pricing of Public Offering
HT INTERMEDIATE: S&P Revises Outlook to Pos. & Affirms 'B' CCR
HUSKY INC: Hires Conde & Associates as Attorney
ICAGEN INC: Michael Taglich Has 12.7% Equity Stake as of April 12
ICAGEN INC: Robert Taglich Holds 10.5% Equity Stake as of April 12
IHEARTCOMMUNICATIONS INC: Amends Private Offers to Noteholders
IHEARTCOMMUNICATIONS INC: Amends Private Term Loan Offers
IMH FINANCIAL: Incurs $12.2 Million Net Loss in 2016
IMMACULATA UNIVERSITY: S&P Cuts Bonds Rating to BB, On Watch Neg.
INTERPACE DIAGNOSTICS: Swaps Secured Note for Convertible Note
INTERTAPE POLYMER: S&P Affirms Then Withdraws 'BB-' CCR
IRACORE INTERNATIONAL: S&P Lowers CCR to 'SD' Then Withdraws Rating
ISLA BONITA: Court Extends Confirmation of Plan Period Until May 12
ISLAND SOUTH PROPERTIES: Hires McMahon as Attorney
J CREW GROUP: Confidentiality Pacts with Noteholders Expire
JET SERVICES INC: Seeks to Hire Galloway as Legal Counsel
JOHNS TRUCKING: Hires Hallows and Company as Accountant
KEN'S FISH: Taps Paul E. Saperstein as Appraiser
LEHMAN BROTHERS: $226M Payout to Hike Recovery to 39%
LENNAR CORP: Fitch Rates Sr. Unsecured Notes Offering Due 2024 BB+
LENNAR CORP: Moody's Rates Proposed $500MM Senior Unsec. Notes Ba1
LENNAR CORP: S&P Rates Proposed Sr. Unsecured Notes Due 2024 'BB'
LIVING WORD: Voluntary Chapter 11 Case Summary
LOST ACRES: Proposes Plan to Exit Chapter 11 Protection
M.B. UNLIMITED: Hires Martinez as Counsel
M/I HOMES: Fitch Affirms B+ IDR & Revises Outlook to Positive
MAXUS ENERGY: Lakeview Bluffs Objects to Disclosures Approval
MAXUS ENERGY: Passaic Valley Sewerage Tries to Block Disclosures OK
MAXUS ENERGY: Passaic Valley Sewerage Tries to Block Disclosures OK
MAXUS ENERGY: Repsol Tries to Block Disclosures Approval
MAXUS ENERGY: Unsecureds to Recoup 7.9%-100% Under Amended Plan
MAXUS ENERGY: Wisconsin Electric Objects to Disclosures Approval
MENA STEEL: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: Court Rules Against Co-Op's Bid for Suit Dismissal
MF GLOBAL: Settlement Dispute Belongs in Bermuda, Insurers Say
MONTCO OFFSHORE: Hires DLA Piper as Counsel
MOTHERSHIP VENTURES: Taps Amorcil as Business Bookkeeper
MTN INC: Has Interim Approval to Use Cash Collateral
MTN INC: Has Interim Approval to Use Cash Collateral
MTX LEASING: Taps Steven Nosek, Yvonne Doose as Legal Counsel
NOVATION COS: Panel Taps Alvarez & Marsal as Valuation Expert
NRAD MEDICAL: Plan Outline Okayed, Plan Hearing on May 23
NULOOK CAPITAL: Court Issues Show Cause Order on Use of GWG Cash
NULOOK CAPITAL: Proposes to Use GWG Cash Collateral Until May 30
ON-SITE TRANSPORT: Unsecureds to be Paid 5% Under Exit Plan
OPTIMA SPECIALTY: Private Sale of Buffalo, NY Assets Gets OK
P10 INDUSTRIES: Hires Pope Shamsie as Accountant
PACHECO BROTHERS: Wants to Continue Using Cash Through June 2017
PALMER PARK: Hearing on Disclosures Approval Set for May 22
PALMER PARK: Unsecured Creditors to be Paid 5% Under Exit Plan
PANDA TEMPLE: Proposes to $20M Financing From Existing Lenders
PARAGON SHIPPING: Ernst & Young Raises Going Concern Doubt
PARKLAND FUEL: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
PAWN AMERICA: Seeks to Hire Stinson Leonard as Legal Counsel
PAWN AMERICA: Taps BGA as Financial, Turnaround Consultant
PETSMART INC: Moody's Puts B1 CFR on Review for Downgrade
PETSMART INC: S&P Puts 'B+' CCR on Watch Neg. After Announced Plan
PIONEER ROOFING: Can Use B&H Bank Cash Collateral Until June 5
PLATINUM PARTNERS: Counsel Wants Gov't to Intervene in Fraud Case
QUANTUM CORP: Effects a 1-for-8 Reverse Stock Split
REBUILTCARS CORP: In Chapter 11, Seeks Access to Cash
REPUBLIC AIRWAYS: Creditor Fails to Block Plan to Consolidate
REPUBLIC AIRWAYS: Reorganization Plan Has Final Approval
RESOLUTE ENERGY: Hires Petrie and Barclays as Financial Advisors
RESTORE HEALTH: Plan Confirmation Hearing Set for May 18
RETAIL DESIGNS: Symetra Wants Adequate Protection for Cash Use
ROOT9B HOLDINGS: Grano Steps Down; Unit Chief Named New CEO
ROYAL FLUSH: Disclosure Statement Hearing Set for May 16
RUPARI HOLDING: Cash Collateral Budget Inadequate, US Trustee Says
SAM BASS: Artworks, Memorabilia Up for Auction on May 3
SANDERS ELITE: Has Interim Authorization to Use Cash Collateral
SANDRIDGE ENERGY: Bounces Back from Bankruptcy
SCOTT A. BERGER: Can Continue Using Cash Collateral Until May 3
SINDESMOS HELLINIKES: Wants Plan Filing Deadline Moved to May 12
SKG THE PARK: Hires Nitz Walton as Appeal Counsel
SKG THE PARK: Hires Sun Commercial as Real Estate Broker
SM ENERGY: Moody's Raises Corporate Family Rating to B1
SUNGEVITY INC: Has Final OK to Obtain Financing & Use Cash
TECHNIPLAS LLC: S&P Affirms 'B' CCR; Outlook Negative
TERESA GIUDICE: Ex-Counsel Insists on Stay of Order on Malpractice
TERRACE MANOR: D.C. Balks at Payouts to Bank, Wants Remediation
TERRACE MANOR: Hires Whiteford Taylor as Counsel
TJB AIR CONDITIONING: Unsecureds Monthly Payment Reduced to $3K
TLC HEALTH: Can Get DIP Financing and Use Cash Until May 15
TOISA LIMITED: Hires Scura Paley as Financial Advisor
TOUCHTUNES INTERACTIVE: S&P Affirms 'B' CCR; Outlook Negative
TRANSCARE CORP: Ch 7 Trustee Wants to Probe Records With Owner
TRIDENT BRANDS: Incurs $972,000 Net Loss in First Quarter
TRILOGY INTERNATIONAL: Fitch Assigns 'B-' Issuer Default Rating
U.S. EDGE: Seeks to Hire Stanton Park as Appraiser
UNILIFE CORP: Proposes $7.5M Financing From Existing Lender
UNILIFE CORPORATION: Hires Cozen O' Connor as Bankruptcy Counsel
UNILIFE CORPORATION: Taps Omni as Claims and Noticing Agent
UNITED ROAD: Court Okays Sale of Assets for $40 Million
USG CORP: Fitch Raises IDR to BB+; Outlook Stable
UTEX INDUSTRIES: S&P Affirms 'CCC+' CCR & Revises Outlook to Neg.
V&L TOOL LLC: Has Deal For Cash Access Until June 30
VINE OIL: S&P Affirms 'B' Corp. Credit Rating on New $150MM Debt
WEST LANE PROPERTIES: Disclosures Approved; May 30 Plan Hearing
WESTINGHOUSE ELECTRIC: Bankruptcy Worries Toshiba
YAKH LLC: Bank to Get 100%; $150K From Owner to Fund Plan
YELLOWSTONE MOUNTAIN: Michael Flynn Must Pay $200K to Opposing Atty
YOGA SMOGA: DIP Loan Hiked to $562,000, Has Final Approval
ZLOOP INC: Sues Phelps Dunbar for Malpractice
[*] March 2017 Bankruptcy Filings Down 4.7%
[*] Moody's B3-Negative and Lower Corp Ratings Decline in March
[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
*********
*[] Teneo Adds Several New Team Members to Restructuring Practice
-----------------------------------------------------------------
Teneo Holdings, the global CEO advisory firm, on April 18, 2017,
disclosed that its Capital division ("Teneo Capital") is expanding
its Restructuring practice through the addition of several new team
members. Teneo Restructuring advises debtors, creditors and key
stakeholders in financial restructurings, distressed mergers and
acquisitions, and other special situations, both in and out of
court.
Effective immediately, Christopher K. Wu has joined the firm as
President of Teneo Restructuring. In addition, Charles Boguslaski
has also joined as a Senior Managing Director. They are joined by
Parker Condie, Associate. Both Mr. Wu and Mr. Boguslaski have
decades of experience advising boards, management teams, private
equity groups, investors, and creditors on various aspects of
mergers and acquisitions, valuations, corporate finance,
reorganizations, insolvency, and strategic matters and have worked
together successfully for over a decade.
"We are pleased to welcome Chris, Charles, and Parker to our
growing team of investment banking professionals," said Michael
Madden, Chairman of Teneo Capital. "They bring incredible
expertise and experience to the firm, which will provide us with
new capabilities we can offer Teneo's global client base.
Restructuring advisory is an important service offering which is
complementary to Teneo's broad suite of skills."
Mr. Wu most recently served as Partner, Co-Manager of Investment
Banking, and Member of the Management Committee of Carl Marks
Advisors, where he worked for 14 years, growing its Investment
Banking practice into a recognized leader in restructuring. Mr. Wu
has over 20 years of experience in M&A and restructuring and has
advised on over 100 transactions. He was named Restructuring
Banker of the Year in both 2013 and 2014 in the boutique and middle
market categories and distressed M&A Banker of the Year in 2016 by
Turnaround Atlas Awards. Mr. Wu is consistently ranked as a Top 5
Bankruptcy Investment Banker by The Daily Deal. Prior to his tenure
at Carl Marks, Mr. Wu was a Vice President in the Global M&A Group
of J.P. Morgan Securities.
Mr. Boguslaski also joins from Carl Marks Advisors where he was
most recently a Partner and was instrumental in developing their
investment banking restructuring platform. He has more than 18
years of investment banking and financial restructuring experience
and has been recognized as a leader in the restructuring field. In
2016, he received the Turnaround Atlas Award for Cross Border
Distressed M&A Deal of the Year for his sale of Cal Dive
International. Prior to Carl Marks, he worked at Gordian Group, a
restructuring and M&A investment bank and served in the corporate
business development group for Bayer AG where he executed the sale
of the Bayer Biological Products division to Cerberus. Mr.
Boguslaski also previously held various positions at LECG, a
premier microeconomic consulting firm where he advised on a variety
of engagements including mergers, antitrust and competition
analyses, financial valuations, business and labor disputes and
bankruptcies.
Mr. Condie also joins from Carl Marks Advisors, where he was most
recently an Associate in their investment banking group. Mr. Wu,
Mr. Boguslaski, and Mr. Condie will be based in Teneo's New York
City office.
About Teneo Capital
Teneo Capital is a New York based independent investment bank
providing strategic and financial advice on mergers, acquisitions,
divestitures, capital raising, financial restructuring, valuation,
and capital markets transactions. Its clients include public and
private corporations, financial sponsors and portfolio companies,
family controlled businesses, and family offices. Teneo Capital's
principals average over 20 years of experience and have advised on
$525 billion in transactions involving companies in over 30
countries in their careers to date. Teneo Capital LLC is a
subsidiary of Teneo. All securities transactions are performed
through and under the supervision of Teneo Securities LLC, member
of FINRA and SIPC.
About Teneo
Teneo -- http://www.teneoholdings.com/-- is a global advisory firm
that works exclusively with the CEOs and leaders of the world's
largest and most complex companies providing strategic counsel
across their full panoply of key objectives and issues. Comprised
of the most senior talent, it works collaboratively to solve the
most complex issues. Its teams integrate the disciplines of
strategic communications, investment banking, management
consulting, business intelligence, talent development, digital
analytics, corporate governance, government affairs and financial
restructuring to solve for the most complex business and
reputational challenges and opportunities. The Firm was founded in
June 2011 by Declan Kelly, Doug Band and Paul Keary and now has
more than 570 employees located in 14 offices around the world.
14885 INWOOD: Seeks Interim Authorization to Use Cash Collateral
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14885 Inwood Road, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas for interim use
of cash collateral to satisfy its normal and necessary operating
expenses.
The proposed monthly budget reflects projected normal and necessary
costs in the aggregate sum of $13,252 for the months of April and
May 2017. The Debtor contends that absent such authorization to
use the amounts set forth in the budget, the Debtor will be unable
to operate and successfully reorganize.
The Debtor's primary assets are shopping centers located at 14835
and 14885 Inwood Road, Addison, Texas. Unfortunately one of the
Properties has been severely damaged by a fire that occurred on
Dec. 27, 2016. Since then, the Debtor has been working with its
insurance company on the insurance claim, but the insurance company
has not yet remitted funds needed to repair the damage, and at
least two spaces at the shopping center are unable to be released
until the damage is repaired.
The Debtor is indebted to U.S. Bank National Association, as
Indenture Trustee, as successor-in-interest to Bank of America,
N.A., as Indenture Trustee, as successor-by-merger to LaSalle
National Bank Association, as Indenture Trustee for the registered
holders of Hometown Commercial Trust 2007-1 Commercial
Mortgage-Backed Notes, Series 2007-1, acting through its servicer
Midland Loan Services, pursuant to a loan originally made to the
Debtor by Hometown Commercial Capital, LLC in the original
principal amount of $2,544,000, which is secured by various
instruments, including the deed of trust. The Properties and the
rents received from the operation of the Properties are the primary
collateral for the Loan.
The Debtor submits that U.S. Bank's interests are adequately
protected, as the value of the real property serving as collateral
significantly exceeds the amount of the indebtedness. Further, the
Properties are fully covered by commercial property and liability
insurance. However, the Debtor proposes to provide U.S. Bank with
a replacement lien on postpetition income in order to protect U.S.
Bank to the extent of any diminution in value of its collateral.
The Debtor relates that it has been in the process of refinancing
the Loan at the end of last year, but the Debtor has been unable to
refinance because the damage to the Properties from the fire have
not yet been repaired and the Loan has matured on January 1, 2017.
The Debtor's only source of funds with which to operate the
Properties is its revenue from the Properties, specifically, rental
and other operating income collected by and for the benefit of the
Debtor. As such, the Debtor tells the Court that its ability to
use cash collateral is vital to the confidence of its vendors and
suppliers of the goods and services, as well as to its tenants, and
to the preservation and maintenance of the going concern value of
the Debtor's estate.
A full-text copy of the Debtor's Motion, dated April 14, 2017, is
available at https://is.gd/imrSip
A copy of the Debtor's Budget is available at https://is.gd/BdvMMC
About 14885 Inwood Road, LLC
14885 Inwood Road, LLC, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-31260), on April 3, 2017. Sherry LaMaison,
president, signed the petition. The Hon. Stacey G. Jernigan is the
case judge. Melissa S. Hayward, Esq. at Franklin Hayward LLP, is
serving as counsel to the Debtor. At the time of filing, the
Debtor estimated assets and liabilities between $1 million to $10
million.
25 ALTA EVP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 25 Alta EVP LLC
140 Gregory Lane, Suite 290
Pleasant Hill, CA 94523
Case No.: 17-41061
Business Description: The Company owns a single family studio
located at 25 Alta Street, San Francisco, CA
94133.
Chapter 11 Petition Date: April 19, 2017
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Judge: Hon. Roger L. Efremsky
Debtor's Counsel: Leonardo D. Drubach, Esq.
LD LAW OFFICES
P.O. Box 8061
Foster City, CA 94404
Tel: (650) 873-4955
E-mail: zlaw578@yahoo.com
leo@ldlawo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Rowson, managing member.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb17-41061.pdf
A & K ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A & K Energy Conservation, Inc.
P.O. Box 1135
Dade City, FL 33526
Case No.: 17-03318
Business Description: A&K Energy Conservation offers a wide range
of customized lighting solutions and energy
management services, including energy
audits, lighting retrofits, rebate
processing, and more.
Web site: http://www.akenergy.com/
Chapter 11 Petition Date: April 19, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Hon. Catherine Peek McEwen
Debtor's Counsel: Amy Denton Harris, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E Madison Street, Suite 200
Tampa, FL 33602-4700
Tel: (813) 229-0144
Fax: (813) 229-1811
E-mail: aharris.ecf@srbp.com
- and -
Mark F Robens, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, PA
110 E. Madison Street
Tampa, FL 33602
Tel: 813-229-0144
Fax: 813-229-1811
E-mail: mrobens.ecf@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William Maloney, chief restructuring
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb17-03318.pdf
ADEPTUS HEALTH: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated debtors that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
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ADPT DFW Holdings LLC 17-31432
2941 Lake Vista Drive
Lewisville, TX 75067
Tel: 972-899-6666
Adeptus Health Inc. 17-31434
Adeptus Health LLC 17-31435
First Choice ER, LLC 17-31436
East Mesa Medical Center LLC 17-31437
League City Medical Center LLC 17-31438
East Pflugerville Medical Center LLC 17-31439
Antoine Medical Center LLC 17-31440
Legacy Trails Medical Center LLC 17-31441
East Riverside Medical Center LLC 17-31442
ECC Management, LLC 17-31443
Arizona General ER LLC 17-31444
Lewis Center Medical Center LLC 17-31445
Litchfield Park Medical Center LLC 17-31446
FCER Management, LLC 17-31447
Adeptus Health Colorado Holdings LLC 17-31448
Atascocita 1960 Medical Center LLC 17-31449
Louetta Medical Center LLC 17-31450
First Texas Hospital Cy-Fair LLC 17-31451
Rosenberg Medical Center LLC 17-31452
Marrero Medical Center LLC 17-31453
Austin Brodie Medical Center LLC 17-31454
Adeptus Health Management LLC 17-31455
Baytown Medical Center LLC 17-31456
Meadowbrook Heights Medical Center 17-31457
Medical Center of Crosby Lynchburg LLC 17-31458
Bella Terra Medical Center LLC 17-31459
Roy Richard Medical Center LLC 17-31460
Adeptus Health Phoenix Holdings LLC 17-31461
Medical Center of Spring Rayford Richards LLC 17-31462
San Antonio Nacogdoches Medical Center LLC 17-31463
Four Points Medical Center LLC 17-31464
Mesa Tierra Medical Center LLC 17-31465
Adeptus Health Ventures LLC 17-31466
San Tan Valley Medical Center LLC 17-31467
Bender's Landing Medical Center LLC 17-31468
Friendswood Medical Center LLC 17-31469
Midlothian Medical Center LLC 17-31470
ADPT Columbus Holdings LLC 17-31471
Seguin Foster Medical Center LLC 17-31472
Mountain Park Ranch Medical Center LLC 17-31473
FTH Houston Partners LLC 17-31474
Blacklick Woods Medical Center LLC 17-31475
Sienna Plantation Medical Center LLC 17-31476
Garland Centerville Medical Center LLC 17-31477
National Medical Professionals of Arizona LLC 17-31478
ADPT Houston Holdings LLC 17-31479
South Bend Medical Center LLC 17-31480
Gilbert Medical Center LLC 17-31481
Briar Forest-Eldridge Medical Center LLC 17-31482
National Medical Professionals of Ohio LLC 17-31483
South Carrier Medical Center LLC 17-31484
Gleannloch Farms Medical Center LLC 17-31485
ADPT New Orleans Holdings LLC 17-31486
South Green Oaks Medical Center LLC 17-31487
Broad Wagoner Medical Center LLC 17-31488
Glendale Medical Center LLC 17-31489
Goodyear Medical Center LLC 17-31490
Spanish Oaks Medical Center LLC 17-31491
Greenville Stacy Medical Center LLC 17-31492
ADPT New Orleans Management LLC 17-31493
Brushy Creek Medical Center LLC 17-31494
Spring 2920 Medical Center LLC 17-31495
Guadalupe River Medical Center LLC 17-31496
ADPT-AZ MPT Holdings LLC 17-31497
Camelback 83rd Medical Center LLC 17-31498
Hampden Tower Medical Center LLC 17-31499
Spring Green Medical Center LLC 17-31500
Helotes Medical Center LLC 17-31501
ADPT-AZ RE Holdings LLC 17-31502
SSH Medical Center LLC 17-31503
Hilliard Medical Center LLC 17-31504
Cedar Park Lakeline Medical Center LLC 17-31505
Sterling Ridge Medical Center II LLC 17-31506
Houston 9520 Jones Medical Center LLC 17-31507
ADPT-CO MPT Holdings LLC 17-31508
Centennial Medical Center LLC 17-31509
New Orleans East Medical Center LLC 17-31510
Houston FM 1960 Medical Center LLC 17-31511
ADPT-CO RE Holdings LLC 17-31512
Sterling Ridge Medical Center LLC 17-31513
Katy ER Center LLC 17-31514
Summerwood Medical Center LLC 17-31515
Center Street DP Medical Center LLC 17-31516
Keller Medical Center LLC 17-31517
Surprise Medical Center LLC 17-31518
ADPT-Columbus MPT Holdings LLC 17-31519
Kingwood Medical Center LLC 17-31520
Chandler Germann Medical Center LLC 17-31521
SW Chandler Medical Center LLC 17-31522
ADPT-Columbus RE Holdings LLC 17-31523
Kuykendahl Medical Center LLC 17-31524
Chandler Heights Medical Center LLC 17-31525
La Porte Medical Center LLC 17-31526
ADPT-DFW MPT Holdings LLC 17-31527
Sycamore School Medical Center LLC 17-31528
Cinco Ranch Medical Center LLC 17-31529
Lakewood Forest Medical Center LLC 17-31530
Tempe McClintock Baseline Medical Center LLC 17-31531
ADPT-DFW RE Holdings LLC 17-31532
ADPT-Houston MPT Holdings LLC 17-31533
Tempe Rural-Baseline Medical Center LLC 17-31534
Colonial Lakes Medical Center LLC 17-31535
ADPT-Houston RE Holdings LLC 17-31536
Texas Regional Hospital LLC 17-31537
Northwest Harris County Medical Center LLC 17-31538
Colorado General Hospital LLC 17-31539
Ohio General ER LLC 17-31540
Victory Lakes Medical Center LLC 17-31541
ADPT-LA MPT Holdings LLC 17-31542
Wadsworth-Belleview Medical Center LLC 17-31543
Conroe Medical Center LLC 17-31544
ADPT-LA RE Holdings LLC 17-31545
Waterside Medical Center LLC 17-31546
Ohio General Hospital LLC 17-31547
AJNH Medical Center LLC 17-31548
OpFree Licensing LP 17-31549
White Settlement Medical Center LLC 17-31550
Converse Medical Center LLC 17-31551
Wilderness-Hardy Oak Medical Center LLC 17-31552
Alamo Heights SA Medical Center LLC 17-31553
Copperwood Medical Center LLC 17-31554
William Cannon Medical Center LLC 17-31555
Algiers Medical Center LLC 17-31556
Creekside Forest Medical Center LLC 17-31557
OpFree RE Investments, Ltd. 17-31558
Culebra-Tezel Medical Center LLC 17-31559
De Zavala Medical Center LLC 17-31560
Alvin Medical Center LLC 17-31561
OpFree, LLC 17-31562
Dublin Medical Center LLC 17-31563
Anthem Medical Center LLC 17-31564
Eagles Nest Medical Center LLC 17-31565
Pearland 518 Medical Center LLC 17-31566
Pearland Parkway Medical Center LLC 17-31567
Pearland Sunrise Medical Center LLC 17-31568
Pflugerville Medical Center LLC 17-31569
Potranco Medical Center LLC 17-31570
Provinces Medical Center LLC 17-31571
Queen Creek Medical Center LLC 17-31572
Business Description: Adeptus Health LLC, through its
subsidiaries,
owns and operates hospitals and free
standing emergency rooms in partnership with
various healthcare providers.
Adeptus Health Inc. is a holding company
whose sole material asset is a controlling
equity interest in Adeptus Health LLC.
Web site: www.adpt.com
Chapter 11 Petition Date: April 19, 2017
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtors' Counsel: Elizabeth Nicolle Boydston, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201
Tel: (214) 855-8000
Fax: (214) 855-8200
E-mail: liz.boydston@nortonrosefulbright.com
Kristian W. Gluck, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Ave., Suite 3600
Dallas, TX 75201
Tel: 214-855-8210
Fax: 214-855-8200
E-mail: kristian.gluck@nortonrosefulbright.com
John N. Schwartz, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201
Tel: (214) 855-7173
Fax: (214) 855-8200
E-mail: john.schwartz@nortonrosefulbright.com
Timothy S. Springer, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Tel: (214) 855-8000
Fax: (214) 855-8200
E-mail: tim.springer@nortonrosefulbright.com
Louis R. Strubeck, Jr., Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Ave., Suite 3600
Dallas, TX 75201
Tel: (214) 855-8000
Fax: (214)855-8200
E-mail: louis.strubeck@nortonrosefulbright.com
Debtors'
Special
Counsel: DLA PIPER LLP (US)
Debtors'
Chief
Restructuring
Officer: FTI CONSULTING, INC.
Debtors'
Investment
Banker: HOULIHAN LOKEY, INC.
Debtors'
Claims And
Noticing
Agent: EPIQ SYSTEMS
Total Assets: $798.67 million as of Sept. 30, 2016
Total Debt: $453.48 million as of Sept. 30, 2016
The petitions were signed by Andrew Hinkelman, chief restructuring
officer.
Debtors' List of 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Chandler Signs Holdings LLC Trade Vendor $3,970,178
3201 Manor Way
Dallas, TX 75235
Contact: General Counsel
Tel: 214-902-2000
Email: hrchandler@chandlersigns.com
Ascencion Group Architects, LLP Trade Vendor $1,540,439
1250 East Copeland Road, Suite 500
Arlington, TX 7600-4911
Contact: General Counsel
Tel: 617-207-0395
Fax: 817-226-1919
Email: rbooze@ascensiongroup.biz
Workplace Solutions, Inc. Trade Vendor $1,039,923
2651 N. Harwood Ste 300
Dallas, TX 75201
Contact: General Counsel
Tel: 214-741-9667
Fax: 214-741-9669
Email: info@wpsolutions.com
American Express Trade Vendor $502,000
PO Box 650448
Dallas, TX 75265-0448
Contact: General Counsel
Tel: 469-917-7770
Fax: 623-748-5725
Email: jennifer.p.schmall@aexp.com
KPMG LLP Trade Vendor $457,500
1000 Walnut St
#1000
Kansas City, MO 64106
Contact: General Counsel
Tel: 816-802-5200
Fax: 816-817-1960
Email: lfrantz@KPMG.com
Kimley Horn and Associates, Inc. Trade Vendor $446,393
3001 Weston Parkway
Raleigh, NC 27513
Contact: General Counsel
Tel: 919-415-1000
Email: info@kimley-horn.com
Roshal Imaging Services Inc. Trade Vendor $433,822
c/o Cash Flow Experts Inc.
PO Box 732951
Dallas, TX 75373-2951
Contact: General Counsel
Tel: 832-437-5266
Fax: 281-310-8264
Email: john@roshalimaging.com
Medline Industries, Inc. Trade Vendor $346,321
One Medline Place
Mundelen, IL 60060
Contact: General Counsel
Tel: 800-633-5463
Fax: 847-837-2765
Email: finance@medline.com
ABM Building & Energy Trade Vendor $341,630
Solutions Inc.
2841 & 2839 Main St
Kansas City, MO 64108
Contact: General Counsel
Tel: 816-283-8408
Email: jason.cremer@abm.com
Henry Schein, Inc. Trade Vendor $271,174
Dept CH 10241
Palentine, IL 60055-0241
Contact: General Counsel
Tel: 888-422-8997
Fax: 800-329-9109
Email: medsls@henryschein.com
Lincoln Financial Life Insurance Trade Vendor $261,845
Company
8801 Indian Hills Drive
Omaha, NE 68114
Contact: General Counsel
Tel: 877-275-5462
Email: CustServSupportTeam@LFG.com
Medical Technologist Trade Vendor $226,514
Solutions LLC
Email: bwhile@medsmartinc.com
Amcol Systems Inc. Trade Vendor $220,465
Email: address@www.amcolsystems.com
GSR Andrade Architects, Inc. Trade Vendor $209,408
Email: jkrause@gsr-andrade.com
UCR Development Services, LLC Trade Vendor $208,693
Email: mstern@ucrdev.com
Delta Dental Insurance Co. Trade Vendor $205,859
Email: EDixon@ddic.delta.org
Active Imagination, Inc. Trade Vendor $197,158
Email: corey@aimagination.com
Dell Financial Services, LLC Trade Vendor $193,865
Email: Allison.Wright@Dell.com
Pricewaterhousecoopers LLP Trade Vendor $193,229
Email: bryan.k.melvin@us.pwc.com
Protiviti Inc. Trade Vendor $187,907
Email: ProBill@Protiviti.com
Terracon Consultants, Inc. Trade Vendor $169,374
Email: corporate@terracon.com
Trump Miami Resort Trade Vendor $166,001
Email: rrestrepo@trumphotels.com
CMBC Investments LLC Trade Vendor $163,870
Business Essentials
Email: service@beofficesupply.com
Mays & Company Real Estate Trade Vendor $162,062
Development LLC
4835 LBJ FRWY, Ste 470
Dallas, TX 75244
Email: General Counsel
Tel: 214-363-8400
Email: Erik@mayscompany.com
Admiral Linen & Uniform Trade Vendor $106,671
Email: barrykelley@medtegrity.us
McKesson Trade Vendor $150,000
Email: Stacey.Dixon@Mckesson.com
CDW Govenment, Inc. Trade Vendor $149,658
Email: carrgen@cdw.com
The North Highland Company Trade Vendor $143,150
Email: news@northhighland.com
Corin USA Ltd. Trade Vendor $142,161
Email: usa@coringroup.com
Maxim Healthcare Services Inc. Trade Vendor $131,762
Email: ccquestions@maxhealth.com
Rebecca Mabile Rebecca's Murals Trade Vendor $130,674
Email: rebeccasmurals@gmail.com
Simpson Thacher & Bartlett LLP Trade Vendor $122,328
Email: JKaufman@stblaw.com
GE HealthCare, Inc. Trade Vendor $121,440
Email: Jeffrey.Bogumil@med.ge.com
Conley Group, Inc. Trade Vendor $116,893
Email: dostrowsky@conleygroup.com
Colormark LC Trade Vendor $115,364
Email: ebarry@colormark-lc.com
Munsch Hardt & Harr, PC Trade Vendor $114,495
Email: daaron@munsch.com
Creekridge Capital LLC Trade Vendor $113,164
Email: CustomerService@creekridge
capital.com
The Richards Group, Inc. Trade Vendor $111,646
Email: diane_fannon@richards.com
Corepoint Health, Inc. Trade Vendor $105,977
Email: info@corepointhealth.com
Mindray DS USA, Inc. Trade Vendor $102,057
Email: B.DWYER@MINDRAY.COM
AEROSPACE HOLDINGS: Taps BMC Group as Administrative Agent
----------------------------------------------------------
Aerospace Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire an administrative
agent.
The company proposes to hire BMC Group, Inc. to provide these
services:
(a) assist in the preparation of the schedules of assets and
liabilities and statements of financial affairs of the
company and its affiliates and gather data in conjunction
therewith;
(b) create and maintain databases for maintenance and
formatting of schedules and statements data;
(c) coordinate collection of data from Debtors and their
advisors; and
(d) provide data entry and quality assurance assistance
regarding schedules and statements, including,
specifically, the creation of Schedule G.
The hourly rates charged by the firm are:
Administrative Support $25
Case Support Associates $65
Technology/Programming $85
Analysts $100
Consultants $135
Project Manager $150
Principal/Executive Charges waived
BMC President Tinamarie Feil disclosed in a court filing that the
firm is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Tinamarie Feil
BMC Group, Inc.
300 First Avenue, Suite 203
Seattle, WA 98104
About Aerospace Holdings
Aerospace Holdings, Inc., designs and manufactures a wide variety
of products, including machined parts, fabricated components, and
tooling for the commercial aerospace and defense markets. The
company encompasses a full spectrum of precision manufacturing
capabilities for any scale, from individual prototypes to large lot
production.
The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No.
17-10635) on March 27, 2017. The petition was signed by Matthew
Sedigh, chief restructuring officer. The Debtor estimated assets
in the range of $10 million to $50 million and $50 million to $100
million in debt.
The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell,
Esq., at Greenberg Traurig, LLP as counsel.
AEROSPACE HOLDINGS: Taps G2 Capital as Investment Banker
--------------------------------------------------------
Aerospace Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire an investment banker.
The company proposes to hire G2 Capital Advisors, LLC to provide
these services related to the Chapter 11 cases of the company and
its affiliates:
(a) provide assistance to the Debtors' management, financial
advisors and counsel to prepare them for an orderly and
efficient restructuring;
(b) provide in-court testimony regarding the pre-bankruptcy
marketing process, the valuation, the Debtors' liquidity,
forecasted cash flows and any other matters at the
Debtors' request;
(c) manage the 363-sale process by preparing updated
solicitation materials; maintaining and updating a data
room for conducting due diligence; fielding diligence
requests and questions; negotiating with interested
parties; and contacting all parties expressing an
interest in the Debtors prior to its bankruptcy filing.
G2 Capital will work through the conclusion and closing of the
auction process during the course of the cases on a fixed fee
basis. The firm will work from the commencement of the bankruptcy
through May 6 for a fixed monthly fee of $50,000.
If the cases and the auction process extend beyond May 6, G2
Capital will earn a weekly fee of $12,500 due every seven days.
The firm received from the Debtors a retainer in the amount of
$253,013.50 in the 90 days preceding their bankruptcy filing.
Thomas Thompson, managing director of G2 Capital, 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:
Thomas Thompson
G2 Capital Advisors, LLC
535 Boylston St., Suite 701
Boston, MA 02116
Phone: 617-918-7928
Email: info@g2cap.com
About Aerospace Holdings
Aerospace Holdings, Inc., designs and manufactures a wide variety
of products, including machined parts, fabricated components, and
tooling for the commercial aerospace and defense markets. The
company encompasses a full spectrum of precision manufacturing
capabilities for any scale, from individual prototypes to large lot
production.
The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No.
17-10635) on March 27, 2017. The petition was signed by Matthew
Sedigh, chief restructuring officer. The Debtor estimated assets
in the range of $10 million to $50 million and $50 million to $100
million in debt.
The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell,
Esq., at Greenberg Traurig, LLP as counsel.
AFFATATO 1 SERVICES: Hires Ruben Toro as Accountant
---------------------------------------------------
AFFATATO 1 Services, LLC seeks approval from the US Bankruptcy
Court for the Middle District of Florida, Orlando Division, to
employ Ruben Toro, CPA as accountant.
Accounting services to be rendered are:
a. to provide assistance with preparation of monthly operating
reports during the course of the bankruptcy proceeding;
b. to perform general accounting services, such as creating
and maintaining records of monthly/annual income and expenses;
c. to prepare federal and state tax returns; and
d. to provide accounting advice to the Debtor.
Mr. Toro attests that he has no connection with the Debtor, its
creditors, or other parties in interest in this case, does not hold
any interest adverse to the Debtor's estate; and believes he is a
disinterested person as defined within Sec. 101(14) of the
Bankruptcy Code.
Mr. Toro will perform Accounting Services at the rate of $65 per
hour. The fee for any testimony, whether at deposition or in court,
will be at a rate of $65 per hour.
The Accountant can be reached through:
Ruben D. Toro, CPA
RUBEN TORO PA
7901 Kingspointe Pkwy Suite 31
Orlando, FL 32819
Phone: (407) 370-6445
About Affatato 1 Services, LLC
Affatato 1 Services, LLC, based in Apopka, Florida, filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 17-01425) on March 6, 2017.
Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serve as
bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Francisco
Affatato, chief executive officer.
AGENT PROVOCATEUR: Files for Ch. 11 Protection With Affiliate
-------------------------------------------------------------
Agent Provocateur Inc. and Agent Provocateur LLC filed for Chapter
11 protection.
Alex Wolf, writing for Bankruptcy Law360, reports that the Company
sought bankruptcy protection after several landlords were closing
in, planning to decrease domestic operations and sell what remains
to an affiliate of Four Marketing Group.
Agent Provocateur, Inc. -- http://www.agentprovocateur.com-- owns
and operates a retail store selling lingerie, nightwear, and
swimwear products. It was incorporated in 2000 and is based in New
York, New York. Agent Provocateur operates as a subsidiary of
Agent Provocateur Limited.
Agent Provocateur, Inc. (Bankr. S.D.N.Y. Case No. 17-10987) and Las
Vegas, Nevada-based affiliate Agent Provocateur, LLC (Bankr.
S.D.N.Y. Case No. 17-10989) filed for Chapter 11 bankruptcy
protection on April 11, 2017. The petitions were signed by Amanda
Brooks, global retail director.
Judge Michael E. Wiles presides over the case.
William H. Schrag, Esq., at Thompson Hine LLP, serves as the
Debtor's bankruptcy counsel.
Applied Business Strategy, LLC, is the Debtors' restructuring
consultants.
Agent Provocateur, Inc., estimated its assets between $1 million
and $10 million and its liabilities between $10 million and $50
million. Agent Provocateur, LLC, estimated assets between $1
million and $10 million and its liabilities between $1 million and
$10 million.
AGENT PROVOCATEUR: Hires Thompson Hine as Counsel
-------------------------------------------------
Agent Provocateur, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Thompson Hine, LLP, as counsel to the Debtors.
Agent Provocateur requires Thompson Hine to:
a. assist the Debtors in the preparation of their first day
and other motions and filings required by the Bankruptcy
Code, the Bankruptcy Rules, the Local Rules, and any order
of the Bankruptcy Court;
b. assist the Debtors in consultations, negotiations, and all
other dealings with creditors, equity security holders, and
other parties-in-interest concerning case administration;
c. prepare pleadings, conduct investigations, and make court
appearances incidental to the administration of the
Debtors' estates;
d. advise the Debtors of their rights, duties, and obligations
under the Bankruptcy Code, the Bankruptcy Rules and Local
Rules, and Orders of the Court;
e. assist the Debtors in the sale of operating assets in
accordance with Bankruptcy Code section 363;
f. assist in the development and formulation of strategies to
maximize value to the estates, including the preparation of
a plan, disclosure statement, and any related documents for
submission to this Court and to the Debtors' creditors,
equity holders, and other parties in interest;
g. represent the Debtors in any contested matters or adversary
proceedings, whether commenced by or against them or the
estates;
h. assist the Debtors in claims reconciliation and
distribution, including negotiating, settling, and
liquidating claims and prosecuting claim objections;
i. represent the Debtors in the liquidation or other
disposition of remaining estate assets;
j. perform other legal services as the Debtors may request and
as may be necessary for their effective representation
during the pendency of the cases; and
k. take all necessary actions in the interest of the Debtors
and their estates incident to the proper representation of
Debtors in the bankruptcy cases.
Thompson Hine will be paid at these hourly rates:
William H. Schrag: $830.00
Alan R. Lepene: $830.00
Andrew L. Turscak, Jr. $460.00
James Henderson $370.00
Jonathan Hawkins $335.00
Douglas Walters $255.00
Thompson Hine received three prepetition payments from the Debtors,
the first two in the form of advance payments in the amounts of
$100,000 each, followed by a third as a retainer in the amount of
$350,000, for a total of $550,000. Of that amount, Thompson Hine
billed and applied against the advance payments and the retainer,
prior to the filing of the Debtors' chapter 11 petitions, fees and
costs in the amount of $302,809.46 for legal services rendered and
expenses incurred in contemplation of or in connection with this
bankruptcy filing.
Thompson Hine will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alan R. Lepene, partner of Thompson Hine, LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Thompson Hine can be reached at:
Alan R. Lepene, Esq.
THOMPSON HINE, LLP
335 Madison Avenue, 12th Floor
New York, NY 10017-4611
Tel: (212) 344-5680
Fax: (212) 344-6101
E-mail: William.Schrag@ThompsonHine.com
About Agent Provocateur, Inc.
Agent Provocateur, Inc., based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on April 11, 2017.
The Hon. Michael E. Wiles presides over the case. William H.
Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities.
ALABAMA AIRCRAFT: Boeing's Bid to Appeal Sanctions Order Denied
---------------------------------------------------------------
Natalie Olivo, writing for Bankruptcy Law360, reports that U.S.
District Judge R. David Proctor denied Boeing Co.'s bid to appeal a
sanctions order over its destruction of documents related to a
dispute with Alabama Aircraft Industries Inc. over a $1.2 billion
U.S. Air Force contract.
Boeing, Law360 recalls, asked Judge Proctor in March to certify for
interlocutory appeal his March 9 court order granting AAI's motion
to sanction Boeing. As reported by the Troubled Company Reporter
on March 30, 2017, Chuck Stanley, writing for Law360, reported that
Judge Proctor granted a sanctions bid against Boeing, finding that
the company intentionally destroyed the documents.
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.
ALLIANT HOLDINGS: Moody's Keeps B3 CFR Over $200MM Additional Loan
------------------------------------------------------------------
Moody's Investors Service is maintaining the B3 corporate family
rating and B3-PD probability of default rating of Alliant Holdings
Intermediate, LLC following the company's announcement of plans to
borrow an additional $200 million under its existing first-lien
term loan to help fund a $310 million dividend to shareholders.
Alliant Holdings Intermediate, LLC a subsidiary of Alliant Holdings
L.P. (together with its subsidiaries, Alliant) is a specialty
insurance broker providing P&C insurance and employee benefits
products to middle-market and larger clients across the US. Alliant
is owned mainly by Stone Point Capital and Alliant employees, with
a smaller portion held by KKR funds/entities. The company intends
to use proceeds from the term loan along with cash on hand to fund
the dividend and pay related fees and expenses.
The pending transaction is credit negative, but it does not change
Alliant's corporate family rating or existing debt ratings, which
include a B2 rating on its senior secured credit facilities and a
Caa2 rating on its senior unsecured notes (see list below). The
rating outlook for Alliant is stable.
RATINGS RATIONALE
While the issuance of debt to fund a large portion of the proposed
shareholder dividend will weaken Alliant's credit profile, the
company has a track record of reducing financial leverage through
earnings and free cash flow. Based on Moody's estimates (which
incorporate standard accounting adjustments), the pending
transaction will increase Alliant's pro forma debt-to-EBITDA ratio
to just above 8x, including Moody's accounting adjustments for
operating leases, deferred earnout obligations and run-rate
earnings from recent acquisitions and new broker teams. The rating
agency views such leverage as aggressive for the rating category
but expects it to decline below 8x over the next few quarters based
on EBITDA growth.
Alliant's ratings reflect its leading position in niche markets,
steady organic revenue growth and strong EBITDA margins. The
company's emphasis is on specialty programs offering distinct value
both to insurance buyers and carriers. These strengths are offset
by Alliant's aggressive financial leverage and moderate interest
coverage, along with its contingent/legal risk related to lateral
hires (seasoned producers, mostly with specialty books of business)
and acquisitions. The company faces potential liabilities from
errors and omissions, a risk inherent in professional services.
Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 8x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
ratio below 2%.
Moody's maintains the following ratings and loss given default
(LGD) assessments:
Corporate family rating at B3;
Probability of default rating at B3-PD;
$200 million senior secured revolving credit facility maturing in
August 2020 at B2 (LGD3);
$1.8 billion (including $200 million increase) senior secured term
loan maturing in August 2022 at B2 (LGD3);
$535 million backed senior unsecured notes maturing in August 2023
at Caa2 (LGD5); (Co-issuer: Alliant Holdings Co-Issuer, Inc.).
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in December 2015.
Alliant, based in Newport Beach, California, is a specialty
oriented insurance broker providing property & casualty and
employee benefits products and services to middle-market clients
across the US. In 2016, Alliant generated revenues of $968 million.
ALLY FINANCIAL: Will Pay a Dividend of $0.08 per Share on May 15
----------------------------------------------------------------
The board of directors of Ally Financial Inc. declared a quarterly
cash dividend of $0.08 per share of the Company's common stock,
payable on May 15, 2017, to shareholders of record on May 1, 2017.
About Ally Financial Inc.
Ally Financial Inc. (NYSE: ALLY) is a digital financial services
company and a top 25 U.S. financial holding company offering
financial products for consumers, businesses, automotive dealers
and corporate clients. Ally's legacy dates back to 1919, and the
company was redesigned in 2009 with a distinctive brand, innovative
approach and relentless focus on its customers. Ally has an
award-winning online bank (Ally Bank Member FDIC and Equal Housing
Lender), which offers deposit, mortgage and credit card products,
one of the largest full service auto finance operations in the
country, a complementary auto-focused insurance business, a growing
digital wealth management and online brokerage platform, and a
trusted corporate finance business offering capital for equity
sponsors and middle-market companies.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
As of Dec. 31, 2016, Ally and its units ("Ally Consolidated") had
$163.73 billion in total assets, $150.4 billion in total
liabilities, and $13.32 billion of stockholders' equity.
* * *
As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating. "The revised
outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.
As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed
Ally Financial's Long-Term Issuer Default Rating at 'BB+',
Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'. The
Rating Outlook is Stable. The rating actions have been taken as
part of Fitch's periodic peer review of U.S. consumer
lending-focused internet banks, which comprises four publicly rated
firms.
As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial and revised the outlook for the ratings
to positive from stable. Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.
AMERICAN POWER: Annual Meeting of Shareholders on May 24
--------------------------------------------------------
American Power Group Corporation (OTCQB: APGI) announced that its
Annual Shareholder's meeting will be held on Wednesday, May 24,
2017, at 1:00 p.m. in the Oak Room of the Spring Hill Suites/Mall
of America, 2870 Metro Drive, Bloomington, Minnesota for the
following purposes: (1) to elect four directors for the ensuing
year; (2) to approve an amendment to the Restated Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 350,000,000 to 700,000,000; (3) to approve an amendment
to the 2016 Stock Option Plan to increase the number of shares of
its Common Stock reserved for issuance from 21,000,000 to
50,000,000; (4) to hold an advisory vote on the compensation of the
Company's named executive officers and (5) to consider and act upon
a proposal to ratify the selection of the firm of Schechter,
Dokken, Kanter, Andrews & Selcer, Ltd. as the Company's independent
auditors for the fiscal year ending Sept. 30, 2017. In conjunction
with the mailing of the proxy statement for the Annual Meeting and
the Annual Report for the fiscal year ended Sept. 30, 2016, the
following letter to the shareholders of American Power Group
Corporation was included.
MESSAGE TO OUR SHAREHOLDERS
To Our Shareholders:
American Power Group continues to take the necessary steps to
move forward from the impact of the oil crisis and position the
company to emerge with a vision of being a high-horsepower natural
gas alternative fuel market leader capable of scalable
self-sustaining growth. U.S. sourced natural gas is an abundant,
clean-burning alternative transportation fuel that is projected to
have price stability for years to come unlike near and long term
expectations for oil, which is truly anyone's guess. For example,
Henry Hub natural gas prices for June 2027 (ten years from now)
closed last week at $2.964/MMBTU which is almost 4% below the
contract prices for April 2017. This is an extremely favorable
statistic for companies like APG that have designed their business
models around natural gas and renewable natural gas consumption.
Our diverse dual fuel product lines transcend economics and
directly address an increasing awareness of the growing negative
health impact of air pollution associated with diesel-related
emissions. Long-term studies by University of Southern California
researchers point to higher rates of asthma, respiratory illnesses,
autism, heart attacks, strokes, pre-term births and lung cancer for
adults and children living in high-smog areas or by busy roads and
highways. The U.S. Environmental Protection Agency reports that
40% or 129 million U.S. citizens live in poor ozone non-attainment
regions with children, outside workers, and the elderly being at
the greatest risk. APG's proven dual fuel solution significantly
reduces diesel-related emissions such as oxides of nitrogen and
soot/particulate matter which is the cornerstone of our efforts to
seek adoption of dual fuel for emission reduction programs at the
state, federal levels where hundreds of millions of dollars are
being invested. The following is a progress update on several
"Momentum Builders" we referenced last year:
A. California - A Land of Opportunity for APG’s Recently
Announced V6000/ETMS Low NOx Systems for Class 8 Trucks
California continues to face the worst air quality problems in the
U.S. consuming approximately 3.5 billion gallons of diesel fuel per
year. The search for technological solutions to reduce diesel
consumption and diesel-related emissions on high-horsepower (13L to
16L) engines continues. Currently, no effective low NOx solution
exists for this class of engine without compromising the power and
torque that diesel engines provide to pull the heavy loads thru the
hills and mountains of the state ... that is until now. In March
2017, we announced Board of Director approval to fund the
production development phase of a first of its kind patent-pending
Dual Fuel/Exhaust Thermal Management System ("V6000/ETMS").
Without compromising power and torque, the V6000/ETMS system added
to diesel engines with selective catalyst reduction ("SCR") exhaust
systems is expected to reduce harmful NOx levels by 60% to 75%
below today's regulatory standards which would qualify us for
California's Optional Low NOx program. We expect if the new system
performs as expected, it could significantly reduce diesel
emissions in California's non-attainment regions which will attract
strong bipartisan support.
We also believe the V6000/ETMS system may attract federal and
national attention as well with over one million legacy diesel/SCR
engines on the road and another 150,000 to 200,000 new diesel/SCR
powered Class 8 trucks being purchased every year. For us, this
could become a multi-billion dollar addressable market with a
perpetual supply of additional diesel/SCR engines coming into the
market every year.
B. Beefing Up The APG Team To Launch Our Governmental Affairs
Marketing Initiative For Federal and State Programs
In April 2017, we announced a multi-faceted strategic
communications and government relations initiative focused on the
significant alternative fuel and emission reduction programs being
generated at the federal and various state levels. We hired Dan
Goodwin as our Vice President of Technical Marketing and Government
Affairs. Dan came to us from another alternative fuel company as
their Vice President of Government Relations. In addition, we
recently retained Washington, D.C. based Ogilvy Government
Relations (www.ogilvygr.com) and the California lobbying firm of
Gonzalez, Quintana, Hunter, & Cruz, LLC. (www.gqhlobby.com). Both
firms will help educate key governmental and regulatory decision
makers on the practical application and immediate air quality
benefits that APG's proven natural gas dual fuel technology can
provide. Collectively, our goal is to ensure that federal and
state officials bring about whatever changes necessary to
acknowledge APG's dual fuel technology as the recognized standard
for high-horsepower alternative fuel engine efficiency.
C. Continued Expansion of Our Global Footprint
We have made noticeable progress in opening up international
markets in Latin America and Canada this past year. Mario Blanco
has joined us as Vice President of International Sales and
Marketing. Mario had previously held similar positions with a
large oil and gas service corporation with global business
development responsibilities in Latin America and around the
world.
We expect that Mexico will be the strongest International revenue
generator we have for the foreseeable future. Multiple APG dual
fuel evaluation tests have been successful this past year. In
January 2017, the Mexican government eliminated certain fuel
subsidies for diesel and gasoline resulting in a 15% - 20% increase
in diesel fuel prices. In addition, during 2016, the Mexican
Environmental Authority began announcing mandated cutbacks in daily
fleet deliveries to major cities, like Mexico City for fleets that
have not met the new reduced diesel-related emission requirements.
If a fleet does not comply with the mandated emission reductions,
their daily deliveries within certain populous areas could be cut
back by almost 20% unless legacy diesel engines have been upgraded
or replaced with a government approved diesel emission reduction
technology. In late December 2016, the Mexican Ministry of the
Environment officially announced that trucks with EPA approved or
CARB certified solutions, such as APG's dual fuel solution, will
allow the fleet to exempt themselves from the regulated delivery
cutback. With over 500 EPA approvals covering twenty years of six
different engine manufacturers, we have a significant market
advantage in growing the Mexican dual fuel markets where officials
report over one million Class 8 trucks are in operation.
In Canada, we are working with local natural gas companies and have
multiple APG dual fuel fleets operating in British Columbia and
Quebec with provincial approvals in Ontario and Alberta next in
line. Canadian fleets pull much heavier loads than U. S. fleets so
the same challenge of needing power and torque is a key requirement
that we believe makes our dual fuel solution the only viable
natural gas solution for them. The Province of Ontario is putting
together a clean diesel program that will award $100 million over
the next four years for alternative fueled heavy-duty trucks with
APG's dual fuel solution identified as one of the preferred
heavy-haul technologies to meet their logistic needs.
D. Other Dual Fuel Markets Of Interest
Oil and Gas Drill Rigs and Frac Trailer Diesel Engines: Baker
Hughes Rig Count Report shows the oil rig count has more than
doubled since its low in May 2016. In November 2016, APG was
selected as the preferred dual fuel supplier for a major drill rig
contractor for the launch of their new design. Stationary drill
rig and frac trailer conversions are also picking up in Canada.
Through the first six months of Fiscal 2017, oil and gas conversion
revenue is 6 times higher than all of Fiscal 2016 with our March
2017 fiscal quarter revenue being the highest in over two and a
half years.
APG's NGL Flare Capture Services: A change in the drilling market
dynamics in the Bakkens has made the deployment of our flare
capture and recovery equipment challenging over the past 15 months.
Cost cutting efforts by exploration and production companies has
resulted in the consolidation of multiple smaller wells into one
larger extraction point. These new activities are creating
"super-producing" wells that need, in some cases, flare capture and
recovery capacities that are 3 to 7 times larger than our existing
three systems. We continue our efforts to identify opportunities
that best fit our capabilities but are also exploring how we might
also address the new larger sites.
Mining -- Mine Haul Trucks: We have received multiple requests for
quotes in the past few months to design and bid dual fuel
conversions for the mining industry's larger mine haul trucks and
supporting diesel generators. We have visited several mines in
Latin America over the past several months and believe this could
be a $100 million addressable market.
Marine -- Coastal and Inland Waterways: We have been involved in
initial discussions with several groups regarding converting marine
engines in the United States to dual fuel as the safety regulations
for LNG storage on vessels in nearing completion. We see this as
another potential large and robust dual fuel market.
In summary, we greatly appreciate your support and will continue to
do our best to take actions we believe are necessary to ensure the
future viability and sustainability of American Power Group. We
invite you to join us on May 24, 2017 for our Annual Shareholder's
Meeting at which time you'll have an opportunity to meet our Senior
Management Team as well as our Board of Directors.
Sincerely,
Neil Braverman
Chairman
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides a cost-effective patented Turbocharged Natural Gas
conversion technology for vehicular, stationary and off-road mobile
diesel engines. American Power Group's dual fuel technology is a
unique non-invasive energy enhancement system that converts
existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.
American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015.
As of Dec. 31, 2016, American Power had $9.49 million in total
assets, $9.42 million in total liabilities and $68,990 in total
stockholders' equity.
Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.
ARCONIC INC: 'It is a Board Problem,' Elliott Says on CEO Departure
-------------------------------------------------------------------
Elliott Management Corporation, which manages funds that
collectively beneficially own a 13.2% economic interest in Arconic
Inc., released a statement in response to the resignation of Klaus
Kleinfeld as chairman and chief executive officer of Arconic Inc.
and expressing its concerns over the judgment of the current Board
of Arconic.
On April 17, Arconic announced that Mr. Kleinfeld has stepped down
as Chair and chief executive officer of the Company and as a Board
member.
"The Board is focused on hiring a world-class CEO to lead Arconic
into its next chapter. We are focused on ensuring a smooth
leadership transition for our customers, employees and many
stakeholders," said Patricia F. Russo, Arconic's current lead
director. "The Board is deeply grateful to Klaus Kleinfeld for his
dedication and service as Chair and CEO of Arconic, and previously
of Alcoa Inc., and appreciates his assistance with this transition.
Klaus led a complex and highly successful transformation of Alcoa
Inc. that culminated in the launch of two strong, standalone
companies -- Alcoa Corporation and Arconic. Today, Arconic is a
leading advanced manufacturer of highly engineered products with
strong market positions."
Mr. Kleinfeld said, "I have had the honor and the privilege of
working with so many talented and dedicated colleagues at Alcoa
Inc. and now at Arconic. Together we have accomplished a lot.
Today, Arconic is well positioned for the next phase. I am
committed to supporting David and the Board through this transition
phase."
Ms. Russo continued, "We are fortunate to have a proven leader of
David Hess's caliber to step into the CEO role on an interim basis
while the Board conducts its search process for a permanent CEO. We
are confident that David's abilities and experience will ensure a
smooth transition for the benefit of all of our stakeholders."
Mr. Hess said, "I look forward to working closely with the Board,
senior leadership team and our dedicated and hard-working
employees. Klaus and the Arconic team have built a great company
and over the coming months my focus will be on continuing to serve
our customers seamlessly, and deliver for our shareholders."
According to Arconic, Mr. Kleinfeld stepped down as Chair and CEO
by mutual agreement after the Board learned that, without
consultation with or authorization by the Board, he had sent a
letter directly to a senior officer of Elliott Management that the
Board determined showed poor judgment.
"Importantly, this decision was not made in response to the proxy
fight or Elliott Management's criticisms of the Company's strategy,
leadership or performance and is not in any way related to the
financials or records of the Company. The Board continues to
believe that under Mr. Kleinfeld's leadership, the Company
successfully executed a transformative vision and improved business
performance amid a complex market environment, and the Board
reaffirms the strategy developed under Mr. Kleinfeld's leadership
and shared with our investors, customers and employees," the
Company stated in the press release.
"Elliott Management's central objective -- a CEO change -- has been
realized at Arconic. With the completion of Arconic's
transformative separation transaction last November, the
substantial refreshment of its Board composition with seven of its
twelve directors having joined the Board since the beginning of
last year, and now the departure of Mr. Kleinfeld as CEO and Chair
of the Board, it is clear that the Company has recently undergone a
tremendous amount of change. It is Elliott Management's decision
whether to continue to burden Arconic and its shareholders with its
highly disruptive and distracting proxy fight, or to support
Arconic in facilitating an effective CEO search and a strong
transition."
David P. Hess, a current Board member, has been appointed as
Interim CEO of Arconic and will remain on the Board. Mr. Hess has
decades of experience in leading aerospace and industrial
businesses. Patricia F. Russo, Arconic's current lead director,
has been appointed as interim Chair of the Board. Ms. Russo has
served on the Board since 2008 and has been serving as Lead
Director since 2015.
Elliott Responds
In a regulatory filing with the Securities and Exchange Commission,
Elliott says:
"The long-overdue departure of Klaus Kleinfeld is a necessary first
step on the path to a new, stronger Arconic for shareholders and
employees. We are committed to ensuring that Arconic achieves its
full long-term potential. Unfortunately, the Arconic Board appears
determined to remain an obstacle to that worthy goal. The Board
continues to insist that shareholders trust its judgment and defer
to its wisdom in shaping the future of Arconic. But at this
critical juncture, Arconic shareholders simply cannot afford to
trust this Board's judgment in shaping the future of our Company.
"In its statement today, Arconic noted that Dr. Kleinfeld's
departure came as a result of a letter sent to an Elliott executive
that showed 'poor judgment.' To be clear, the letter read as a
threat to intimidate or extort a senior officer of Elliott
Management based on completely false insinuations, a threat that we
took seriously and about which we immediately and privately
informed the Board. This is highly inappropriate behavior by
anyone and certainly by the CEO of a regulated, publicly traded
company, in the midst of a proxy contest.
This letter cannot be viewed in isolation. It is simply the latest
debacle in a pattern of conduct in which the Board has repeatedly
excused, endorsed, and participated in Dr. Kleinfeld's poor
leadership and attempts to entrench himself and his allies on the
Board. When such conduct manifests itself in a pattern as it has
here, it is not a CEO problem. It is a Board problem.
"The Board now has the temerity to demand deference to its judgment
in an attempt to further entrench the legacy directors, first and
foremost Patricia Russo, whom the Board has appointed interim
chair. But far from showing that the Board has learned from its
profoundly mistaken support for Dr. Kleinfeld for so long, the
Board's role in his departure now continues a troubling pattern of
embracing change belatedly and reluctantly only at the point at
which it becomes inevitable, and for the apparent principal purpose
of promoting the Board's own entrenchment. The Company's release
today states:
"Importantly, this decision was not made in response to the
proxy fight or Elliott Management's criticisms of the
Company's strategy, leadership or performance ... The Board
continues to believe that under Mr. Kleinfeld's leadership,
the Company successfully executed a transformative vision
and improved business performance amid a complex market
environment, and the Board reaffirms the strategy developed
under Mr. Kleinfeld's leadership." (Emphasis added)
"This statement -- essentially a full-throated "in memoriam"
defense of Dr. Kleinfeld's strategy and leadership -- amounts to a
damning indictment of the Board's judgment and demonstrates that,
remarkably, the Board appears to have learned nothing from this
contest. This statement alone should be enough to prove that
Arconic's Board simply lacks the judgment to steward Arconic.
"For the past nine years, this Board, in particular its legacy
directors, have aided and abetted Klaus Kleinfeld in destroying
enormous shareholder value. They deceptively frustrated
shareholder attempts to de-stagger the Board, and they stubbornly
refused to change the Company's outmoded corporate governance
regime. They allowed Dr. Kleinfeld to trade Company assets for
votes (the Secret August Voting Lock-Up), and they enabled the
creation of a potential $500 million liability purely to entrench
themselves (the Hidden April Poison Put). Now the Board says it
simply wants to continue Dr. Kleinfeld's strategy.
"More recently, for the past two months, the Board has hammered a
consistent refrain: You can trust us, we trust Klaus, and there is
nothing (short of threatening a dissenting shareholder, apparently)
we won't excuse to protect him. How the Board can ask anyone to
trust them now is simply beyond our power to conceive.
"Since January 31, 2017, this Board has consistently supported the
now-disgraced Dr. Kleinfeld in a series of public statements in
which it vouched for not just his 'leadership skills' but also his
'personality:'
'All of the directors' experience and access to substantial
non-public information have given them an in-depth, nuanced
understanding of Arconic as well as Mr. Kleinfeld's
leadership skills, ability, dedication and personality.' --
March 2, 2017 Letter to Shareholders (Emphasis added)
"The statements in which the Board came out in full support of
Klaus Kleinfeld, from public letters and press releases, are listed
in an appendix below.
"Clearly, this Board is a poor judge of character and doesn't even
appear to understand how profoundly it has failed Arconic's
shareholders and employees. The Company's attempt at the end of
its press release to say that Elliott has achieved its objective of
a new CEO and therefore should stand down rather than 'burden' the
Company with a continued contest is a ridiculous attempt to try to
take its own failings and use them to tarnish Elliott's efforts.
"We intend to pursue our campaign for fundamental Board-level
change as vigorously as ever, and we encourage all Arconic
shareholders to vote the BLUE card for new leadership.
Appendix
"January 31, 2017 statement
* "The Arconic Board of Directors is unanimous in its support
of Mr. Kleinfeld as Chairman and Chief Executive Officer of
the Company."
* "Klaus and the management team are 100% focused on
continuing to improve operating results, expand margins,
improve return on net assets and deliver sustained
shareholder value," said Pat Russo, Arconic's lead director.
"The Board supports Klaus and the management team as they
execute on our stated strategy."
February 6, 2017 letter to shareholders
* "As the independent directors of Arconic, we are writing to
express our confidence in Arconic's strategic direction,
executive leadership and prospects and to affirm our
commitment to providing strong oversight on your behalf."
" We are confident that we have the right strategy and the
right team, and that the company is in the best position it
has enjoyed since the financial crisis."
* "After leading the turnaround of Alcoa Inc., working with
the Board to create two strong value engines, launch them as
independent companies, and deliver significant shareholder
value as a result, Mr. Kleinfeld and his leadership team
bring the experience and execution that Arconic needs."
* "We are proud of the Company, its many accomplishments and
the opportunities before us, and we unanimously support
Klaus Kleinfeld in his role as Chairman and Chief Executive
Officer and his management team."
March 2, 2017 letter to shareholders
* "the business judgment of its 12 independent directors -- who
have unanimously concluded that the best interests of
Arconic and all Arconic shareholders are served by the
continued leadership of Mr. Kleinfeld"
* "All of the directors' experience and access to substantial
non-public information have given them an in-depth, nuanced
understanding of Arconic as well as Mr. Kleinfeld's
leadership skills, ability, dedication and personality."
* "We remain convinced that Arconic has the right strategy and
that Klaus Kleinfeld is the CEO who will make it successful."
* Indeed, Elliott seriously underestimates the vision,
discipline and operational excellence that Mr. Kleinfeld
brings to Arconic as CEO."
* "Mr. Kleinfeld demonstrated adroit leadership skills,
strategic command and the ability to execute on a complex
series of transactions and initiatives."
* "We believe this proxy fight boils down to a simple question:
Do you trust the judgment of Elliott, a hedge fund without
the benefit of full information and with no fiduciary duty to
you or to any other Arconic shareholder, or do you trust 12
experienced business executives who have thoroughly reviewed
Elliott's assertions and unanimously support the continued
leadership of Mr. Kleinfeld."
March 24, 2017 letter to shareholders
* "The success of the separation and the value it has created
for shareholders show that Mr. Kleinfeld both understands
what it takes to create value and has the execution
capabilities to get the job done."
* Arconic's management team's execution record has earned the
confidence of the Board. We are convinced that we have the
right strategy and the right team to deliver shareholder
value both today and over the long term."
March 27, 2017 press release of investor presentation
* "The Board is unanimous in supporting Arconic's strategy and
leadership and will hold management accountable for
performance."
March 27, 2017 investor presentation
Page 13: "The Board unanimously concludes that Arconic has
the right ...
* Leadership team focused on execution and building long-term
partnerships with customers
* and will hold management accountable"
Page 16: "Board is unanimously supportive of Arconic's
current strategy and CEO"
About Arconic Inc.
Arconic Inc., formerly Alcoa Inc., is engaged in lightweight metals
engineering and manufacturing.
Arconic reported a net loss of $941 million for the year ended Dec.
31, 2016, following a net loss of $322 million for the year ended
Dec. 31, 2015. As of Dec. 31, 2016, Arconic had $20.03 billion in
total assets, $14.89 billion in total liabilities and $5.14 billion
in total equity.
"For the 2016 annual period, Arconic adopted changes issued by the
FASB related to the evaluation of an entity's ability to continue
as a going concern. Previously, under GAAP, continuation of a
reporting entity as a going concern was presumed as the basis for
preparing financial statements unless and until the entity's
liquidation becomes imminent. Even if an entity's liquidation was
not imminent, there may have been conditions or events that raised
substantial doubt about the entity's ability to continue as a going
concern," as disclosed in the Company's Form 10-K report for the
year ended Dec. 31, 2016.
ARTESYN EMBEDDED: S&P Cuts CCR to B- on Weak Operating Performance
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating to 'B-' from
'B' on Tempe, Ariz.-based Artesyn Embedded Technologies Inc. The
outlook is stable.
At the same time, S&P lowered its issue level rating to 'B-' from
'B' on Artesyn's senior secured notes. The recovery rating remains
'3' indicating S&P's expectation for meaningful (50% to 70%,
rounded estimate: 50%) recovery in a payment default.
"The downgrade reflects Artesyn's weak operating performance over
2016 and our expectations for only gradual operating performance
improvement in 2017, with modest to negative free cash flow," said
S&P Global Ratings credit analyst Adam Lynn. For 2017, S&P expects
generally flat revenue performance, declining EBITDA, and
continuing operational restructuring costs, resulting in weak to
negative free cash flow. S&P expects that Artesyn's leverage will
remain in the 4x area through 2018 as pricing pressure, substantial
restructuring costs, and technology hardware market softness
continues.
The stable outlook reflects S&P's expectation for gradually
improving operating performance in 2017, with flat to slightly
growing revenue performance, about breakeven free cash flow
generation, and adequate liquidity, despite declining EBITDA
margins.
While unlikely, S&P could lower the rating over the next 12 months
if the company experiences further operating weakness leading to
continuing negative free operating cash flow (FOCF) such that the
company's liquidity from internal and external sources deteriorates
below $30 million.
Equally unlikely, S&P could raise the rating if the company is able
to grow revenues and achieve margin expansion, leading to FOCF to
debt staying above 5%. This would most likely result from new
contract wins, improved working capital management, and improved
competitive positioning.
ASCEND LEARNING: New Sponsor Buyout No Impact Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said that the acquisition of Ascend
Learning, LLC by Blackstone and Canada Pension Plan Investment
Board has no immediate impact on the company's ratings, including
its B3 Corporate Family Rating (CFR), B3-PD Probability of Default
Rating (PDR), first lien and second lien credit facility ratings or
stable outlook.
For more information, please refer to the Issuer Comment posted on
Moodys.com.
Ascend provides technology-based learning solutions and educational
content for healthcare and other vocational fields. Ascend operates
four segments: Clinical Healthcare (mostly nursing test
preparation), Fitness & Wellness (certification for health and
wellness careers), Safety & Trades (certification and test
preparation for safety, insurance and other careers) and Academic &
Professional Publishing (mostly healthcare content). In 2016, the
company generated approximately $364 million in revenue.
AVAYA INC: CRO Defends Incentive Plan Against US Trustee
--------------------------------------------------------
Eric Koza, the chief restructuring officer of Avaya Inc., et al.,
filed with the U.S. Bankruptcy Court for the Southern District of
New York a supplemental declaration in support of the Debtors'
motion for approval of the key employee incentive plan.
A copy of the supplemental declaration is available at:
http://bankrupt.com/misc/nysb17-10089-381.pdf
As reported by the Troubled Company Reporter on April 18, 2017,
William K. Harrington, the U.S. Trustee for Region 2, objected to
the Debtors' motion for court approval of the 2Q 2017 key employee
incentive program. The Debtors are seek the Court's approval to
pay up to $3.7 million in bonuses to the 11 members of their
Executive Committee.
Rick Archer, writing for Bankruptcy Law360, reports that Mr. Koza
told the Court that reaching the target revenue numbers for the
bonuses has been a genuine challenge, and that the money was a
well-deserved performance bonus.
On March 3, 2017, the Court took under advisement the question of
whether the Debtors' (a) Corporate Secretary, (b) Corporate
Controller & Chief Accounting Officer, and (c) Corporate Treasurer
are each insiders and, therefore, ineligible for certain of the
relief sought by the Debtors' wages motion. The Debtors have
requested that, if the Court rules that one or more of the
individuals are insiders, the individuals be deemed KEIP
participants for purposes of the Debtors' proposed KEIP.
Mr. Koza said, "I believe the Debtors' request in this regard is
justified on the record here and should be approved. The Debtors'
proposed KEIP is equally incentivizing for both the original KEIP
Participants and the potential additional participants. As set
forth more fully in my declaration in support of the KEIP Motion,
based on my expertise and experience, and as further supplemented
herein, the Adjusted EBITDA metrics fixed by the proposed KEIP set
'stretch goals,' rather than easy-to-achieve milestones."
The Debtors' non-insider incentive programs also include a
performance-based quarterly bonus program tied to the achievement
of defined Adjusted EBITDA targets. Mr. Koza stated that the
performance goals with respect to non-insider performance are the
same Adjusted EBITDA Performance Goals proposed in connection with
the relief requested for the KEIP Motion. According to Mr. Koza,
the three individuals in question have, like the 'original' KEIP
Participants been working towards achievement of the same stretch
goals contemplated by the KEIP from the start. "As a result, I
further believe the Debtors' proposed KEIP and related Performance
Goals has had the effect of incentivizing the original KEIP
Participants and those individual whose 'insider' status remains
subject to ongoing review by the Court. Accordingly, I believe the
Debtors' proposed KEIP is equally incentivizing for the Debtors'
(a) Corporate Secretary, (b) Corporate Controller & Chief
Accounting Officer, and (c) Corporate Treasurer and, therefore,
that such awards are justified on the record here," Mr. Koza
stated.
About Avaya Inc.
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.
The Avaya Enterprise serves over 200,000 customers, consisting of
multinational enterprises, small- and medium-sized businesses, and
911 services as well as government organizations operating in a
diverse range of industries. It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.
Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer. Judge Stuart M. Bernstein
presides over the cases.
The Debtors disclosed $5.52 billion in assets and $6.35 billion in
liabilities as of September 30, 2016.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP as
financial services consultant.
On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.
AVAYA INC: Will Restore Business Model Expansion Post-Emergence
---------------------------------------------------------------
Avaya Inc. entered into separate confidentiality agreements
effective as of March 22, 2017, with members of an ad hoc group of
certain first and second lien creditors of the Company.
In connection with the Company's ongoing discussions with the Ad
Hoc Crossholder Group regarding potential restructurings and
strategic alternatives, the Company prepared and provided to the Ad
Hoc Crossholder Group and their professional advisors a
presentation related to the Company's 2017 business plan and
preliminary valuation analysis, a copy of which is available for
free at https://is.gd/fbaFIx
Fiscal year 2017 is expected to be challenging year for Avaya as it
navigates the Chapter 11 restructuring process. Post-emergence,
however, the Company is expected to recommence the business model
expansion achieved prior to the filing.
The Company is forecasting revenue of $3.175 billion and Adjusted
EBITDA of $777 million in fiscal year 2017.
Although the scope and timing of previously targeted cost reduction
initiatives has been impacted in FY2017, post-emergence from
Chapter 11 the Company is expected to continue its cost
optimization and recommence its business model expansion.
Despite near-term headwinds, ongoing cost initiatives and outer
years revenue stabilization are expected to result in ~$230 million
of average annual cash flow in FY17-21.
Avaya's pension and OPEB (Other Postemployment Benefits) cash
outflows, driven by required pension contributions in compliance
with IRS guidelines, are forecasted to peak in 2017 at ~190 million
and then fall to ~$70 million by 2025.
About Avaya Inc.
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.
The Avaya Enterprise serves over 200,000 customers, consisting of
multinational enterprises, small- and medium-sized businesses, and
911 services as well as government organizations operating in a
diverse range of industries. It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.
Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer. Judge Stuart M. Bernstein presides
over the cases.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP as
financial services consultant.
On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.
AYTU BIOSCIENCE: Continues to Register 328,123 Shares for Resale
----------------------------------------------------------------
Aytu Bioscience previously filed a registration statement on
Form S-1 with the U.S. Securities and Exchange Commission on
June 17, 2016, which was declared effective by the SEC on June 30,
2016. The Original Registration Statement registered for resale of
up to 633,682 shares of the Company's common stock by Pacific
Capital Management LLC, OEP Opportunities, L.P., New Life
Capital/NewBridge Securities Corporation, Chi Squared Capital,
Craig Nemiroff and Joshua R. Disbrow upon the exercise of warrants.
Of the initial 633,682 shares registered for resale, an aggregate
of 328,123 shares are being offered by the selling stockholders; an
aggregate of 305,559 are no longer offered pursuant to the Amended
Registration Statement due to the ability of the selling
stockholders to resell those shares under Rule 144.
The Company filed a Post-Effective Amendment No. 1 to the Original
Registration Statement to update the Original Registration
Statement to include information from the Company's Annual Report
on Form 10-K for the year ended June 30, 2016, filed on Sept. 1,
2016, and its Quarterly Report on Form 10-Q for the six months
ended Dec. 31, 2016, filed on Feb. 9, 2017.
The Company is not registering any additional securities under the
Amended Registration Statement. All filing fees payable in
connection with the registration of these securities were
previously paid by the Company in connection with the filing of the
Original Registration Statement on June 17, 2016.
A full-text copy of the amended prospectus is available for free at
https://is.gd/lysL2P
About Aytu Bioscience
Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions. Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.
Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended June 30, 2015. As of Dec. 31, 2016, Aytu Bioscience had
$21.50 million in total assets, $11.05 million in total liabilities
and $10.44 million in total stockholders' equity.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.
AYTU BIOSCIENCE: Inks Employment Agreements with CEO & COO
----------------------------------------------------------
Aytu Bioscience, Inc., entered into an employment agreement with
each of Joshua R. Disbrow and Jarrett T. Disbrow, each effective
April 16, 2017. The agreements are identical, except for the
positon that each executive is to occupy, and are identical to the
two-year employment agreements entered into effective April 16,
2015. Joshua Disbrow is currently the Company's chief executive
officer and Jarrett Disbrow is currently its chief operating
officer. Each will occupy the same position during the term of his
respective agreement, and Joshua Disbrow will also serve as the
Company's Chairman of the Board during the term of his agreement.
Each agreement is for a term of 24 months beginning on April 16,
2017, subject to termination by the Company with or without Cause
or as a result of the officer's disability, or by the officer with
or without Good Reason. Each officer is entitled to receive
$250,000 in annual salary, plus a discretionary performance bonus
with a target of 125% of his base salary, based on the officer's
individual achievements and company performance objectives
established by the board or the compensation committee in
consultation with the officer. Each officer is also eligible to
participate in the benefit plans maintained by the Company from
time to time, subject to the terms and conditions of those plans.
The Company agreed to issue each officer on or promptly after
Aug. 1, 2017, stock options to purchase shares of its common stock
in an amount agreed upon by the Company and the officer, but not
less than the highest amount of options issued to any other
employee of the Company during the term. The exercise price will
be the last sale price of the Company's common stock as reported
during the period immediately preceding the date of grant, and in
accordance with the Company's 2015 Stock Option and Incentive Plan,
and will vest as follows: 50% will vest on the date of grant; 25%
will vest 365 days after the date of grant; and 25% will vest 730
days after the date of grant. All such options will vest in full
upon a Change in Control, death, disability, or termination with or
without Cause or for Good Reason.
In the event either officer's employment is terminated without
Cause by the Company or either officer terminates his employment
with Good Reason, the Company will be obligated to pay him any
accrued compensation and a lump sum payment equal to two times his
base salary in effect at the date of termination, as well as
continued participation in the Company's health and welfare plans
for up to two years. All vested stock options will remain
exercisable from the date of termination until the expiration date
of the applicable award. So long as a Change in Control is not in
effect, then all options which are unvested at the date of
termination without Cause or for Good Reason will be accelerated as
of the date of termination such that the number of option shares
equal to 1/24th the number of option shares multiplied by the
number of full months of the officer's employment will be deemed
vested and immediately exercisable by the officer. Any unvested
options over and above the foregoing will be cancelled and of no
further force or effect, and will not be exercisable by the
officer.
About Aytu Bioscience
Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions. Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.
Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended June 30, 2015. As of Dec. 31, 2016, Aytu Bioscience had
$21.50 million in total assets, $11.05 million in total liabilities
and $10.44 million in total stockholders' equity.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.
AZIZ PETROLEUM: Seeks to Hire All Risk as Public Adjuster
---------------------------------------------------------
Aziz Petroleum, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire a public adjuster.
The Debtor proposes to hire All Risk Claims Consultants, Inc. to
negotiate its insurance claim related to a fire incident.
All Risk will get 8% of the amount recovered, excluding the initial
$50,000 recovered related to the claim. The firm has not received
an initial retainer from the Debtor.
Jimmy Farach, president of All Risk, disclosed in a court filing
that he and his firm do not represent any interest adverse to the
Debtor or its bankruptcy estate.
The firm can be reached through:
Jimmy Farach
All Risk Claims Consultants, Inc.
2050 Coral Way, Suite 208
Miami, FL 33145
About Aziz Petroleum
Headquartered in Homestead, Florida, Aziz Petroleum, Inc. is a
corporation formed in 2002, and has been in the business of owning
real estate on which a gas station and convenience store is
operated. The real estate is leased to an affiliated third party.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla., Case No. 15-30937) on Nov. 30, 2015. The Debtor, in its
petition, estimated its assets and liabilities at up to $50,000
each.
On May 31, 2016, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization. The disclosure
statement was approved by the court on November 17, 2016.
The Debtor was previously represented by Lenard H. Gorman, Esq.
AZIZ PETROLEUM: Seeks to Hire Richard R. Robles as Legal Counsel
----------------------------------------------------------------
Aziz Petroleum, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire the Law Offices of
Richard R. Robles P.A. as legal counsel.
Mohammed Khan, who became the sole shareholder of the Debtor
following a settlement of claims tied to its ownership, selected
the firm to finalize the bankruptcy process.
Robles will charge the Debtor an hourly rate for its services. The
firm has not received an initial retainer.
Nicholas Rossoletti, Esq., at Robles, disclosed in a court filing
that he and his firm are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Nicholas G. Rossoletti, Esq.
Law Offices of Richard R. Robles P.A.
905 Brickell Bay Drive
Four Ambassadors
Tower II, Mezzanine, Suite 228
Miami, FL 33131
Phone: (305) 755-9200
E-mail: info@roblespa.com
About Aziz Petroleum
Headquartered in Homestead, Florida, Aziz Petroleum, Inc. is a
corporation formed in 2002, and has been in the business of owning
real estate on which a gas station and convenience store is
operated. The real estate is leased to an affiliated third party.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla., Case No. 15-30937) on Nov. 30, 2015. The Debtor, in its
petition, estimated its assets and liabilities at up to $50,000
each.
On May 31, 2016, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization. The disclosure
statement was approved by the court on November 17, 2016.
The Debtor was previously represented by Lenard H. Gorman, Esq.
BALMORAL RACING: Worldwide Wagering Wants RSUI to Cover It For Suit
-------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Worldwide
Wagering Inc. asked an Illinois federal court to find that its
insurer, RSUI Indemnity Co., must cover it for a $21 million suit
alleging fraudulent money transfers, saying the lawsuit's
accusations go beyond the former Gov. Rod Blagojevich case.
Law360 recalls that Worldwide Wagering was sent into Chapter 11
after a jury found it had bribed former Gov. Blagojevich.
RSUI Indemnity, Law360 relates, sought a declaratory judgment
finding it was not required to cover or defend Worldwide Wagering
from the bankruptcy court lawsuit.
About Balmoral Racing Club
Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood
Park racetracks in Illinois under a license granted by the State of
Illinois pursuant to the Illinois Horse Racing Act of 1975.
Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and
Maywood Park Trotting Association (Bankr. N.D. Ill. Case No.
14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24,
2014, to continue operations into 2015 and protect themselves
against property seizure. Both cases were consolidated on
Dec. 31, 2014.
Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.
Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 cases.
BELLA LOGISTICS: Case Summary & 9 Unsecured Creditors
-----------------------------------------------------
Debtor: Bella Logistics LLC
920 S. Main St.
Boerne, TX 78006
Case No.: 17-50913
Business Description: Bella Logistics specializes in providing
frac sand and barite. Its frac sand is
produced in Wisconsin and Texas, and its
barite is produced in Mexico. The Company's
key areas of operations include Texas, New
Mexico, Oklahoma, Louisiana, and other
regions as required. The majority of Bella
Logistics LLC is owned by Bella Sands Ltd, a
subsidiary of Fireside Concepts, LLC, a
Texas company founded in 2007.
Web site: http://www.bellasands.com
Chapter 11 Petition Date: April 19, 2017
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
1100 NW Loop 410, Suite 700
San Antonio, TX 78213
Tel: (210) 225-4500
Fax: (210) 212-4649
E-mail: treywhite@villawhite.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Barry Holbert, manager.
A copy of the Debtor's list of nine unsecured creditors is
available for free at:
http://bankrupt.com/misc/txwb17-50913.pdf
BENZIE LEASING: Court 4th Stipulation on Cash Use Extension
-----------------------------------------------------------
Judge James W. Boyd of the U.S. Bankruptcy Court for the Western
District of Michigan signs a Fourth Stipulated Order extending
Benzie Leasing, LLC's authorization to use cash collateral under
the terms of the Stipulation for Extending the Continued Use of
Cash Collateral and Payment of Adequate Protection between the
Debtor, Honor Bank, and the U.S. Trustee.
The Debtor is authorized to use all cash collateral, income,
deposit accounts, inventory, accounts receivable, general
intangibles, chattel paper, documents, instruments, equipment, and
all other property and assets of the estate, and the proceeds and
products therefrom, in the ordinary course of its business.
A full-text copy of the Fourth Stipulated Order, dated April 14,
2017, is available at https://is.gd/NgQcnQ
About Benzie Leasing
Benzie Leasing, LLC -- d/b/a Xpress Lube of Benzonia, Bay Auto Wash
and Benzie Wash -- filed a chapter 11 petition (Bankr. W.D. Mich.
Case No. 16-00348) on Jan. 28, 2016. David A. Wolfe, sole member
and manager, signed the Chapter 11 petition. The Debtor disclosed
$817,220 in assets and $1.27 million in debt at the time of the
filing. The case is assigned to Judge James W. Boyd. Michael P.
Corcoran, Esq., at Corcoran Law Office, is serving as counsel to
the Debtor.
BETTER PLACE: Fights Former Directors' Bid to Stop Claims in Israel
-------------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reports that Shaul
Kotler and Sigal Rozen-Rechav, the court-appointed liquidators for
Better Place Inc., asked the U.S. Bankruptcy Court for the District
of Delaware to reject a request from former directors to stop
claims against them in Israel.
The Liquidators, Law360 relates, argued that the U.S. Court doesn't
have jurisdiction over the action.
Headquartered in Tel Aviv, Israel-based Better Place, Inc., is a
company that manufactures electric cars.
Shaul Kotler & Sigal Rozen-Rechav filed for Chapter 15 recognition
for the Debtor (Bankr. D. Del. Case No. 13-11814) on July 19,
2013.
Judge Peter J. Walsh presides over the case.
Michael Joseph Custer, Esq., at Pepper Hamilton, LLP, Shana E.
Elberg, Esq., at Meagher & Flom, LLP, and Robert Alan Weber, Esq.,
at Skadden Arps Slate Meagher & Flom, LLP, serve as the Debtor's
bankruptcy counsel.
The Debtor estimated its assets at between $1 million and $10
million and debts at between $10 million and $50 million.
BILL BARRETT: Will Host First Quarter Conference Call on May 3
--------------------------------------------------------------
Bill Barrett Corporation provided an update on certain first
quarter of 2017 items, including commodity price and derivatives
data and the weighted average basic and diluted shares outstanding.
The Company also disclosed that it will host conference call on
Wednesday, May 3, 2017, to discuss its first quarter of 2017
financial and operating results.
COMMODITY PRICE AND DERIVATIVES UPDATE
For the first quarter of 2017, West Texas Intermediate ("WTI") oil
prices averaged $51.92 per barrel, Northwest Pipeline ("NWPL")
natural gas prices averaged $2.99 per MMBtu and NYMEX natural gas
prices averaged $3.32 per MMBtu. The Company had derivative
commodity swaps in place for the first quarter of 2017 for 6,500
barrels of oil per day tied to WTI pricing at $58.20 per barrel,
10,000 MMBtu of natural gas per day tied to NWPL regional pricing
at $2.96 per MMBtu and no hedges in place for NGLs.
Based on preliminary unaudited results, the Company expects to
realize a cash commodity derivative gain of $3.6 million in the
first quarter due to positive derivative positions. The Company
expects its first quarter commodity price differentials to
benchmark pricing - before commodity derivative gains and in
relation to delivery location and quality adjustments - to
approximate: oil less $4.00 price per barrel versus WTI; and
natural gas less $0.33 per thousand cubic feet ("Mcf") compared to
NWPL. The Denver-Julesburg Basin oil price differential averaged
$2.78 per barrel as the Company benefits from having no long-term
oil marketing agreements. NGL prices averaged approximately 39% of
the WTI price per barrel.
A copy of a table that summarizes the Company's hedge position for
2017 and 2018 as of April 18, 2017, is available for free at:
https://is.gd/UL2q7L
WEIGHTED AVERAGE SHARES OUTSTANDING
The Company estimates that the weighted average common basic and
diluted shares for the first quarter will be approximately 74.5
million.
FIRST QUARTER 2017 EARNINGS CONFERENCE CALL
The Company plans to issue its first quarter 2017 financial and
operating results press release after the market close on Tuesday,
May 2, 2017. The Company will host a conference call on Wednesday,
May 3, 2017, to discuss the results. The call is scheduled at
10:00 a.m. Eastern time (8:00 a.m. Mountain time).
Please join the webcast conference call live at
www.billbarrettcorp.com, accessible from the Investor Relations
page. To join by telephone, call 855-760-8152 (631-485-4979
international callers) with passcode 10337349. A replay of the
call will be available through May 10, 2017, at 855-859-2056
(404-537-3406 international) with passcode 10337349.
About Bill Barrett
Denver-based Bill Barrett Corporation is an independent energy
company that develops, acquires and explores for oil and natural
gas resources. All of the Company's assets and operations are
located in the Rocky Mountain region of the United States.
Bill Barrett reported a net loss of $170.4 million on $178.8
million of total operating revenues for the year ended Dec. 31,
2016, compared to a net loss of $487.8 million on $207.9 million of
total operating revenues for the year ended Dec. 31, 2015.
The Company's balance sheet at Dec. 31, 2016, showed $1.38 billion
in total assets, $813.79 million in total liabilities and $571.54
million in total stockholders' equity.
* * *
In June 2016, Moody's Investors Service affirmed Bill Barrett
Corporation's 'Caa2' Corporate Family Rating and revised the
Probability of Default Rating to 'Caa2-PD/LD' from 'Caa2-PD.' "Bill
Barrett's debt for equity exchange achieved some reduction in its
overall debt burden, but the company's cash flow and leverage
metrics continue to remain challenged as its hedges roll off in
2017," commented Amol Joshi, Moody's vice president.
In June 2016, S&P Global Ratings raised the corporate credit rating
on Bill Barrett to 'B-' from 'SD'. The rating outlook is negative.
"The upgrade reflects our reassessment of the company's corporate
credit rating following the debt-for-equity exchange of its 7.625%
senior unsecured notes due 2019, and also reflects our expectation
that there will be no further distressed exchanges over the next 12
months," said S&P Global Ratings credit analyst Kevin Kwok.
BLUEHIPPO FUNDING: 2nd Cir. Affirms $13.4M Sanction Against Ex-CEO
------------------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that the Second
Circuit has affirmed a ruling against former BlueHippo Funding LLC
CEO Joseph Rensin, who was ordered to pay $13.4 million in
contempt sanctions imposed by U.S. District Judge Paul A. Crotty in
2016 in the Federal Trade Commission's lawsuit.
Mr. Rensin had attempted to lessen the blow of a $13.4 million
contempt finding, Law360 relates.
As reported by the Troubled Company Reporter on April 18, 2017,
Joyce Hanson at Law360 reported that Judge Crotty granted in part
the Federal Trade Commission's motion to hold Mr. Rensin in
contempt of court and ordered him to pay $13.4 million. According
to Law360, Judge Crotty said that Mr. Rensin ignored an earlier
order to give the funds to the FTC to settle a consumer fraud case
even though he has plenty of personal assets.
About Bluehippo
BlueHippo sells computers and plasma TVs nationwide to people
without access to traditional credit. Consumers pay through
electronic debits to their bank accounts over one year. They
were promised the merchandise after completing three months'
payments worth hundreds of dollars. But early on, consumers
complain, the company reneged on the promise.
In March 2006, two Californians filed a class suit against
Maryland-based BlueHippo Funding LLC alleging they didn't get
their computers and weren't able to get refunds.
As reported by the Troubled Company Reporter on Feb. 23, 2017, Ryan
Boysen, writing for Bankruptcy Law360, reported that Joseph
Rensin, former CEO of BlueHippo Funding, LLC, filed for personal
Chapter 7 bankruptcy in Florida on Feb. 15, 2017, listing roughly
$1 million in total assets, claims exemptions of about $240,000,
and liabilities consisting mainly of the $13.4 million owed to the
Federal Trade Commission.
BOSTWICK LABORATORIES: Centers for Medicare Wants Bigger Carveout
-----------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reports that
Centers for Medicare & Medicaid Services insisted on a larger than
expected carveout for its claims to remaining funds of Bostwick
Laboratories Inc.
Law360 relates that the federal health insurer objections
sidetracked the Debtor's bid for a $5.1 million financing final
court approval.
The dispute threatened the Debtor with a "significant liquidity
issue" as it pushes toward a sale to stalking horse bidder Poplar
Healthcare Management PLLC or another buyer, Law360 shares, citing
David B. Stratton, Esq., the attorney for the Debtor.
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,
starting 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., based in Uniondale, NY, filed separate Chapter 11 petitions
(Bankr. D. Del. Case Nos. 17-10570 and 17-10572) on March 15, 2017.
The Hon. 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. The
Debtors hired Donlin Recano & Company 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.
Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed on
March 23, 2017, three creditors to serve on the official committee
of unsecured creditors.
BREVARD EYE: Can Use SummitBridge Cash Collateral Until May 12
--------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida has authorized Brevard Eye Center, Inc. and its
affiliated debtors to use cash collateral on an interim basis,
through and including May 12, 2017.
The Debtors are authorized to use the cash collateral, solely to
fund general corporate and working capital requirements and capital
expenditures of the Debtors in each case in accordance with the
Budget. The approved Budget shows total cash outflows from
operations in the aggregate amount of $3,123,279 during the period
from April 14, 2017 through July 14, 2017.
However, the Debtors are not authorized to pay any affiliate
employee salaries, including to Dr. Rafael Trespalacios, before
paying the operating expenses in the ordinary course.
During the Interim Period, the Debtors will provide these forms of
adequate protection to SummitBridge National Investments V LLC:
(a) SummitBridge asserts liens and security interests in all
assets and property of the Debtors and all proceeds and rights to
payment with respect thereto, as security for the payment and
performance of all the Debtors' obligations and liabilities under
the loan documents with SummitBridge and its predecessor in
interest, Bank of America, N.A. As such, SummitBridge is granted
replacement security interests in and liens and mortgages upon any
and all presently owned and hereafter acquired personal property,
real property and all other assets of the Debtors and their
estates;
(b) The Debtors will escrow one-twelfth of all real estate taxes
each month on a going forward basis, which escrow will be available
to pay post-petition real estate taxes when due;
(c) The Debtors will maintain comprehensive insurance coverage
on all their real property located in Melbourne, Merritt Island,
and Orlando, and standard business risk liability coverages on all
property;
(d) The Debtors will maintain all medical malpractice insurance
coverage;
(e) The Debtors will maintain all licenses and permits necessary
and appropriate to continue medical services;
(f) The Debtors will abide by the Budget -- for each month of
the Interim Period, the aggregate actual disbursements by the
Debtors during such month will be no greater than 110% of the
aggregate amount of projected disbursements for such period as set
forth in the Budget;
(g) SummitBridge may review the Debtors' books and records;
(h) The Debtors will provide SummitBridge with:
(1) a report showing a comparison of the Budget to the
Debtors' actual performance on a line item basis for both the
preceding week and on a cumulative basis commencing with the week
ending April 14, 2017, which will also include ending account
receivable balances for each period;
(2) a report of weekly sales by each type of service
provided by the Debtors, including without limitation surgery,
capitation, retail, and primary care;
(3) a report of total weekly patient encounters by
category, broken down by M.D. Clinic, M.D. Surgery, O.D., and
technician testing; and
(4) a report of the number of employees of the Debtors at
the end of the preceding week;.
(i) SummitBridge may inspect the business operations of the
Debtors.
Any creditor with a security interest in cash collateral, including
SummitBridge will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non-bankruptcy law.
The Court will conduct a continued hearing on the use of cash
collateral with respect to SummitBridge on May 12, 2017 at 10:00
a.m.
A full-text copy of the Interim Order, dated April 17, 2017, is
available at https://is.gd/rxDqU2
About Brevard Eye Center, et al.
Brevard Eye Center Inc., Brevard Surgery Center Inc., Medical City
Eye Center, P.A. and THMIH, Inc., own and operate four retail
optometry centers and clinics and a surgical center. The optometry
centers/clinics are located in Melbourne, Merritt Island, Palm Bay,
and Orlando, Florida. The surgical center and the corporate
offices are located in Melbourne, Florida.
Brevard Eye Center operates three of the four optometry centers,
Medical City Eye Center operates only the Orlando optometry center,
and Brevard Surgery Center operates the surgical center. THMIH owns
the real estate leased to the surgical center/corporate offices
located at 665 S. Apollo Blvd., Melbourne, FL. THMIH also owns the
real estate leased to the optometry centers at 250 N. Courtenay
Pkwy., Merritt Island, FL and 214 E. Marks St., Orlando, FL.
Medical City Eye Center has been serving East Central Florida as
The Brevard Eye Center for over 28 years and serving Downtown
Orlando as Yager Eye Institute for over 50 years. Dr. Rafael
Trespalacios, an ophthalmologic surgeon, is the 100% owner of
Brevard Eye Center, et al.
Brevard Eye Center, et al., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-01828 to
17-01831) on March 21, 2017. The petitions were signed by Dr.
Trespalacios, as president. At the time of the filing, each debtor
estimated its assets at $1 million to $10 million and liabilities
at $10 million to $50 million.
The Debtors are represented by Geoffrey S Aaronson, Esq., and
Tamara D. McKeown, Esq., at Aaronson Schantz Beiley P.A.
BRISTLECONE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Affiliated Debtors that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Bristlecone, Inc. 17-50472
dba Bristolecone Holdings
PO Box 7296
Reno, NV 89510
Boonfi LLC 17-50473
PO Box 7296
Reno, NV 89510
Bristlecone Lending, LLC 17-50474
Bristolecone SPV I, LLC 17-50475
I Do Lending, LLC 17-50476
Medly, LLC 17-50478
One Road Lending, LLC 17-50479
Wags Lending, LLC 17-50480
Business Description: Bristlecone, Inc. --
http://bristleconeholdings.com/-- develops
financial technologies to help businesses
evaluate consumer creditworthiness. The
Company uses the software to look at leading
indicators, such as bank accounts, social
data, and public records to develop
algorithms to make decisions before lending
money. It develops software to lend
directly to consumers and small businesses.
Bristlecone, Inc. was founded in 2013 and is
headquartered in Reno, Nevada.
Chapter 11 Petition Date: April 18, 2017
Court: United States Bankruptcy Court
District of Nevada (Reno)
Judge: Hon. Bruce T. Beesley
Debtors' Counsel: Stephen R Harris, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside DR, Ste 2100
Reno, NV 89511
Tel: (775) 786-7600
Fax: (775) 786-7764
E-mail: steve@harrislawreno.com
Estimated Estimated
Assets Liabilities
---------- -----------
Bristlecone, Inc. $10M-$50M $10M-$50M
Boonfi LLC $100K-$500K $0-$50K
The petitions were signed by Brandon Kyle Ferguson, president/CEO.
Bristlecone, Inc.'s List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
American Express Credit Card $9,094
Purchases
ATP Partners LLC Goods/Service $2,638
Brett Coleman Family Trust Money Loaned $42,773
Capital One Bank N.A. Credit Card $26,079
Purchases
Cision US Inc. Goods/Service $7,257
Eyerys Ltd. Goods/Service $6,843
Fetch, LLC Money Loaned $119,483
Five9 Goods/Service $3,625
Holland & Hart Goods/Service $6,494
Holley Driggs Walch, et al. Goods/Service $15,000
Intacct Corporation Goods/Service $4,830
IPFS Corporation Goods/Service $5,445
Lexisnexis Risk Solutions Bureau Goods/Service $28,037
Metropolitan Equity Goods/Service $7,500
Partners Management
Paul Hastings, LLC Goods/Service $5,076
Rackspace Goods/Service $4,626
Raymond & Deedra Ferguson Money Loaned $5,000
Tanner LLC Goods/Service $50,847
Warren J Thompson Goods/Service $3,000
Worldwide Express Goods/Service $5,352
Boonfi LLC's List of 10 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Brian G. Davis Pending Litigation $0
Clayton Lamb Goods/Service $269
Griffin, Robert Goods/Service $809
Missouri Department of Revenue Taxes $3,859
Taxation Division
My Hearing Center Goods/Service $2,415
Nexhill Financing, LLC Pending Litigation $0
Nextep Funding, LLC Pending Litigation $0
Samuel L. Paul Pending Litigation $0
Westminster National Guaranty of Money $0
Capital Co. Loaned
Wyoming Secretary of State $50
CALIFORNIA PROTON: Ombudsman Hires Buchanan Ingersoll as Counsel
----------------------------------------------------------------
Melanie L. Cyganowski, the Patient Care Ombudsman appointed in the
chapter 11 case of California Proton Treatment Center, LLC, seeks
approval from the US Bankruptcy Court for the District of Delaware
to employ Buchanan Ingersoll & Rooney PC as Delaware Counsel to the
Ombudsman effective April 1, 2017.
The Ombudsman expects Buchanan to:
a. represent the Ombudsman, with Otterbourg, in any proceeding
or hearing before the Court, and any action in other courts where
the rights of the patients may be litigated or affected as a result
of the Case;
b. assist Otterbourg in advising the Ombudsman concerning the
requirements of the Bankruptcy Code, Bankruptcy Rules, local rules
and the requirements of the Office of the United States Trustee
relating to the discharge of her duties under Section 333 of the
Bankruptcy Code;
c. prepare and file applications to retain any other
professionals on behalf of the Ombudsman and any related monthly,
interim or final fee applications;
d. perform other legal services as may be required under the
circumstances of this Case in accordance with the Ombudsman's
powers and duties as set forth in the Bankruptcy Code.
The current hourly rates of the attorneys and paraprofessionals
are:
Mary F. Calloway (Shareholder) $650
Kathleen A. Murphy (Associate) $415
Annette Dye (Legal Assistant) $100
Mary F. Calloway attests that Buchanan Ingersoll is a
"disinterested person" as defined in Bankruptcy Code section
101(14).
The Firm can be reached through:
Mary F. Calloway, Esq.
Kathleen A. Murphy, Esq.
Buchanan Ingersoll & Rooney PC
919 North Market Street, Suite 1500
Wilmington, DE 19801
Tel: (302) 522-4200
Fax: (302) 522-4295
Email: mary.caloway@bipc.com
kathleen.murphy@bipc.com
About California Proton Treatment Center
California Proton Treatment Center filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10477) on March 1, 2017,
estimating its assets and debt at $100 million to $500 million. The
petition was signed by Jette Campbell, chief restructuring officer.
Judge Selber Silverstein presides over the case.
Locke Lord LLP serves as the Debtor's general counsel. The Debtor
hired Polsinelli PC as co-counsel with Locke Lord; Cain Brothers &
Company, LLC as investment banker; and Carl Marks Advisory Group
LLC as financial advisor.
On March 16, 2017, the Office of the U.S. Trustee appointed Melanie
L. Cyganowski as patient care ombudsman.
CARESTREAM HEALTH: Moody's Puts B2 CFR Under Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed Carestream Health, Inc.'s ratings,
including its B2 Corporate Family Rating and B2-PD Probability of
Default Rating, under review for downgrade. This follows
Carestream's announcement that it has agreed to divest its dental
digital business to funds managed by Clayton, Dubilier & Rice
(CD&R), a private investment firm. The dental digital business is
among Carestream's most profitable and high growth segments,
accounting for about 20% of sales in 2016.
Moody's rating review will consider: (1) use of proceeds including
debt repayment; (2) growth prospects for the remaining segments;
(3) cash flow and deleveraging capabilities following the
divestiture; and (4) the likelihood for additional divestitures.
The following ratings were placed under review for downgrade:
Carestream Health, Inc.:
Corporate Family Rating, B2
Probability of Default Rating, B2-PD
Senior secured revolving credit facility, B1 (LGD 3)
Senior secured first lien term loan, B1 (LGD 3)
Senior secured second lien term loan, Caa1 (LGD5)
RATINGS RATIONALE
Carestream's B2 CFR (on review for downgrade) reflects its
considerable financial leverage. The ratings are also constrained
by secular challenges in the company's traditional film business as
customers in developed markets continue to transition away from
film and instead adopt digital imaging solutions. Film will account
for over half of Carestream's revenues following this planned
divestiture. Further, in the medical digital imaging and healthcare
IT businesses, Carestream competes with substantially larger and
better capitalized players. The ratings are also constrained by
earnings and cash flow volatility created by the company's
sensitivity to commodity prices and foreign exchange, and
Carestream's history of making dividends to its financial sponsor.
The ratings are supported by Carestream's leading market position
in film based products, its large revenue base and diversified
global operations. The company should benefit from growth in
emerging markets, where demand for film-based medical products
continues to grow.
Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to medical and dental providers
as well as broader markets. The company is owned by Toronto-based
Onex Corporation ("Onex") and Onex Partners II LP. For the twelve
months ended December 31, 2016, Carestream generated revenues of
approximately $2 billion.
CELERITAS CHEMICALS: Amends Provision on Treatment of JPMC Claim
----------------------------------------------------------------
Celeritas Chemicals, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a revised Chapter 11 plan of
reorganization and disclosure statement.
The Debtor's First Amended Plan contains revisions to the proposed
treatment of Class 1 secured claims of JPMorgan Chase Bank, N.A.
Under the Amended Plan, the bank will retain its liens in its
collateral until its allowed claim is paid in full in the amount of
$879,862, plus any postpetition accrued interest and fees estimated
to be approximately $45,000.
The original Plan had proposed to pay $905,548 to JPMorgan.
Within 30 days of the recovery of funds from its collateral,
JPMorgan will be paid up to the allowed amount if its claim from
such recovery on account of its liens. Any unsecured deficiency
claim of the bank will be treated as a Class 3 unsecured claim
entitled to payment on a pro rata basis.
Meanwhile, Celeritas reduced the face amount of Class 2 property
tax claims from $104,955.13 to $102,185. The company also proposed
in the latest plan to pay the claims pro rata from the so-called
"claims payment fund" with 12% annual interest, according to its
amended disclosure statement filed on April 11.
A copy of the Amended Disclosure Statement in support of the Plan
dated April 11, 2017, is available for free at
https://is.gd/YVCO99
About Celeritas Chemicals
Celeritas Chemicals, LLC, was organized as a Limited Liability
Company in Texas in 2005 and is in the business of importing guar
gum that is used in various industrial applications but primarily
for the extraction of natural gas.
Celeritas sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Texas Case No. 16-42136) on June 2, 2016. The
petition was signed by Percy Pinto, managing member. The case is
assigned to Judge Mark X. Mullin. At the time of the filing, the
Debtor estimated its assets and liabilities at $1 million to $10
million.
The Debtor hired Quilling, Selander, Lownds, Winslett & Moser,
P.C., as its legal counsel; Anderson Tobin, PLLC, and Stanton Law
Firm, PC, as special counsel; and Sheldon E. Levy, CPA as
accountant.
CENTRAL GROCERS: Selling 22 Stores, Said to Be Mulling Bankruptcy
-----------------------------------------------------------------
Central Grocers Inc., which is in the process of selling a majority
of its Strack & Van Til grocery stores, is considering a bankruptcy
filing as one possible option, according to a report.
Reuters, citing three sources it did not identify, said that
Central Grocers is working with law firm Weil Gotshal & Manges LLP,
investment bank Peter J. Solomon Co, and consultants from Conway
MacKenzie Inc on reviewing strategic alternatives, including a debt
restructuring.
Jessica DiNapoli, writing for Reuters, reports that the
preparations for a potential bankruptcy indicate that Central
Grocers is making contingencies in case the sale process it
recently announced is not successful.
Sale and Store Closures
Strack & Van Til, a supermarket chain owned by Central Grocers, in
mid-April announced that it is selling 22 of its grocery stores to
an unnamed buyer. As part of the sale process, the Company said it
is closing 9 "underperforming" Ultra Foods discount supermarkets,
two of them in Indiana and seven in Illinois.
Based in Highland, Indiana-Strack & Van Til currently operates 32
stores in Indiana and Illinois operating under the banner names of
Strack & Van Til, Ultra Foods, and Town & Country Market. The
company closed five stores in March.
"Central Grocers Inc. is working with legal and financial advisors
toward implementing a sale of a majority of the Strack & Van Til
stores as going concerns," Strack & Van Till President and CEO Jeff
Strack said.
"We appreciate the great impact a store closure has on associates,
customers, vendors, and the community, and our team is committed to
minimizing that impact in every way we can," Mr. Strack added.
Central Grocers is also exploring selling its warehouse, according
to Reuters' sources.
International Brotherhood of Teamsters Union Local 703, which
represents 300 warehouse workers in Joliet, has filed a federal
lawsuit seeking to block the sale of Strack & Van Til stores,
saying that a sale could violate its collective bargaining
agreement and that it wasn't consulted about the deal.
Trade publication Supermarket News speculates that potential buyers
could include Jewel owner Albertsons, Supervalu, SpartanNash or
Associated Wholesale Grocers.
Reuters says that already operating with razor-thin margins,
supermarkets have been under more pressure due to falling food
prices and growing competition from big box stores including
Wal-Mart Stores Inc and online options such as Amazon.com Inc.
About Central Grocers
Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent
grocery stores in the Midwestern United States. Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.
Central Grocers is the 7th largest grocery cooperative in the
United States. Central Grocers supplies over 400 stores in the
Chicago area with groceries, produce, fresh meat, service deli
items, frozen foods, ice cream and exclusively the Centrella Brand
distributor. Sales have grown to $2.0 billion per year over the
past 94 years.
CENTURYLINK INC: Fitch Maintains 'BB+' IDR on Rating Watch Negative
-------------------------------------------------------------------
Fitch Ratings has maintained the 'BB+' Issuer Default Ratings
(IDRs) assigned to CenturyLink, Inc. (NYSE: CTL) and its
subsidiaries on Rating Watch Negative. Fitch has also assigned a
'BBB-/RR2' rating to Qwest Corp.'s (QC) offering of senior
unsecured notes due 2057.
QC is an indirect wholly owned subsidiary of CenturyLink. Net
proceeds, together with cash on hand or additional intercompany
borrowings, are expected to be used to redeem QC's $500 million of
6.5% senior notes due 2017 and $289 million of 7.5% senior notes
due 2051. A complete list of rating actions follows at the end of
this release.
In October 2016, CenturyLink and Level 3 Communications, Inc.
(LVLT) entered into a definitive agreement whereby CenturyLink will
acquire LVLT in a cash and stock transaction. LVLT's existing debt
will remain outstanding. To fund the transaction, CenturyLink has
$10.2 billion in secured financing commitments, including a $2
billion revolver. The remaining $8.2 billion of other secured
facilities includes $850 million of financing for debt maturing at
CenturyLink prior to the expected close of the transaction and $300
million of financing for LVLT senior notes due 2018. Subject to
regulatory approval, the secured financing is expected to be
guaranteed by existing CenturyLink subsidiaries (including EQ),
except for QC, and by HoldCo. The stock of LVLT and QC are expected
to be pledged as collateral for the facilities. Fitch expects the
transaction to close by the end of the third quarter of 2017,
following customary regulatory approvals. CTL and LVLT received
shareholder approvals in March 2017.
The Negative Watch for CenturyLink's IDR reflects the increase in
leverage pro forma for the transaction. Fitch estimates that at the
end of 2018, the first full year following the expected close of
the transaction, gross leverage will approximate 3.9x. As currently
proposed, the transaction would potentially lead to a one-notch
downgrade for CenturyLink to 'BB' and a Stable Rating Outlook.
Based on a potential one-notch downgrade of Centurylink's IDR to
'BB', Fitch would likely take the following rating actions:
-- A one notch downgrade of CenturyLink's and Qwest Capital
Funding's senior unsecured debt to 'BB'/'RR4'. The one-notch
downgrade is consistent with Fitch's notching treatment of issue
ratings with 'RR4' recoveries, reflecting a rating at the same
level as the IDR.
-- A one notch downgrade of QC's senior unsecured debt to
'BB+'/'RR2'. The one-notch downgrade is consistent with Fitch's
recovery rating criteria that limit unsecured issue ratings to one
notch above the IDR.
-- A two-notch downgrade of Embarq Corp. (EQ)'s senior unsecured
debt to 'BB'/'RR4'. Due to EQ's proposed guarantee of CenturyLink's
secured credit facility, the priority of the EQ senior notes will
rank pari passu with the credit facility. The downgrade reflects
the reduced amount of residual value available to EQ bondholders
because of the incremental secured credit facility debt.
-- Maintain the 'BBB-'/'RR1' issue rating at Embarq Florida,
Inc.
These actions are not final and depend on a review of the final
capital structure and final terms of the transaction financing.
Resolution of the Rating Watch depends on an evaluation of a number
of factors, including Fitch's further analysis of CenturyLink's
final, post-acquisition capital structure, an assessment of
CenturyLink's financial policies, the execution risks associated
with the integration of LVLT, and the effect of conditions placed
on the transaction by the regulatory approval process.
The affirmation of LVLT's 'BB' IDR in October 2016 reflects the
proposed structure of the transaction. A new holding company
(HoldCo) will be formed and become LVLT's parent. The Holdco is
expected to guarantee the acquisition financing at CenturyLink and
the stock of LVLT is expected to also secure the new financing at
CenturyLink. The existing LVLT capital structure will remain in
place and LVLT will not provide a guarantee to the HoldCo or to the
acquisition debt.
KEY RATING DRIVERS
Fitch views CenturyLink's acquisition of LVLT positively from a
strategic perspective. The combination of both these companies will
create the second largest enterprise service provider in the U.S.
and should benefit from the enhanced scale and operating synergies
over time. Post-acquisition, CenturyLink will also have an
extensive international network.
Parent-Subsidiary Relationship
Following the close of the transaction, Fitch anticipates linking
the IDRs of CenturyLink and LVLT based on the strong operational
and strategic ties.
Deleveraging Expected
Following the close of the transaction, Fitch expects CenturyLink
to delever at a moderate pace through EBITDA growth and debt
repayment. However, Fitch does not expect the company to approach
its 3.0x net leverage target in the three year period following the
close of the transaction.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for CenturyLink
include:
-- Revenue and EBITDA loss from the data centers reflecting the
sale as of May 1, 2017.
-- Although the LVLT acquisition is expected to close around
Sept. 30, 2017, the forecast assumes it closes towards the end
of fiscal 2017. LVLT's operations are fully incorporated
starting in fiscal 2018.
-- CTL revenues decline 2% or less in 2017 and 2018, before
stabilizing in 2019.
-- Fitch's forecast cost synergies slightly below synergies
expected by CenturyLink and integration expenses in line with
CenturyLink's expectations.
-- The company benefits from $9 billion of unused NOLs from LVLT
starting in 2018.
-- Additional one-time cash taxes related to the data center sale
are paid in 2017.
-- Share repurchases are suspended while the company deleverages
back to its net leverage target.
For LVLT, Fitch's key assumptions within the agency's rating case
include:
-- The base case assumes a continuation of a rational pricing
environment and stable macro-economic conditions.
-- LVLT is largely successful in capitalizing on operating
leverage to expand growth in gross margin and EBITDA margin
during the forecast period.
-- CNS revenue growth ranging between 2% and 3% driven by
continued strong growth within the company's North American
Enterprise segment.
-- LVLT's network access margin (gross margin) growing to over
67% by year-end 2017.
-- Capital expenditures will approximate 15% of consolidated
revenues.
-- Free cash flow (FCF) generation exceeding 13.5% of revenues
during 2017.
-- Debt levels are expected to remain relatively consistent.
RATING SENSITIVITIES
What Could Lead to a Positive Rating Action:
Should CenturyLink's IDR be downgraded one notch to 'BB', Fitch
does not anticipate a positive action within a 12- to 18-month
rating horizon. To return to the 'BB+' IDR, Fitch would expect
CenturyLink to maintain leverage at 3.0x or lower while
consistently generating positive FCF in the mid-single digits.
Additionally, the company will need to demonstrate consistent
revenue growth, stable or improving margins, and no extensive
delays in reaching expected cost synergies.
What Could Lead to a Negative Rating Action:
Negative rating actions could result from a weakening of
CenturyLink's operating results, including deteriorating margins
and revenue erosion brought on by difficult economic conditions or
competitive pressure. Additionally, should CenturyLink's IDR be
downgraded one-notch to 'BB', negative rating actions could result
from discretionary management decisions including, but not limited
to, execution of merger and acquisition activity that increases
leverage beyond 4.5x in the absence of a credible deleveraging
plan.
LIQUIDITY
CenturyLink's total debt was $20 billion at Dec. 31, 2016, and
readily available cash totalled $178 million (cash excludes $44
million in foreign bank accounts). Financial flexibility is
provided through a $2 billion revolving credit facility that
matures in December 2019. As of Dec. 31, 2016, approximately $1.6
billion of capacity was available under the revolving facility.
Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. Pro forma
for the aforementioned issuance and related refinancings,
maturities amount to approximately $944 million and $196 million in
2017 and 2018, respectively. Maturities in 2019 total $1.1 billion,
including $370 million of borrowings drawn on the revolving
facility as of Dec. 31, 2016.
The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement) to
no less than 1.5x. QC has a maintenance covenant of 2.85x and an
incurrence covenant of 2.35x. The facility is guaranteed by certain
material subsidiaries of CenturyLink.
FULL LIST OF RATING ACTIONS
Fitch has maintained the following ratings on Rating Watch
Negative:
CenturyLink
-- Long-Term IDR 'BB+';
-- Senior unsecured $2 billion RCF 'BB+'/'RR4';
-- Senior unsecured debt 'BB+'/'RR4'.
Embarq Corp.
-- Long-Term IDR 'BB+';
-- Senior unsecured notes 'BBB-'/'RR2'.
Embarq Florida, Inc. (EFL)
-- Long-Term IDR 'BB+';
-- First mortgage bonds 'BBB-'/'RR1'.
Qwest Communications International, Inc. (QCII)
-- Long-Term IDR 'BB+'.
Qwest Corporation (QC)
-- Long-Term IDR 'BB+';
-- Senior unsecured notes 'BBB-'/'RR2'.
Qwest Services Corporation (QSC)
-- Long-Term IDR 'BB+'.
Qwest Capital Funding (QCF)
-- Senior unsecured notes 'BB+'/'RR4'.
Fitch has assigned a 'BBB-'/'RR2' issue rating to QC's senior note
offering on placed the senior notes on Rating Watch Negative.
CENTURYLINK INC: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue level and '1' recovery
rating to Monroe, La.-based diversified telecommunications provider
CenturyLink Inc. subsidiary Qwest Corp.'s proposed senior unsecured
notes (amount to be determined) due 2057. The '1' recovery rating
indicates S&P's expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
S&P expects the company will use net proceeds, along with cash, to
redeem the $500 million of senior notes that mature in June 2017
and about $288.5 million of notes due 2051. S&P assumes that the
company will use any incremental proceeds from the debt issuance to
refinance existing debt at Qwest Corp. Since the transaction does
not affect the financial metrics of Qwest Corp.'s parent
CenturyLink Inc., the 'BB' corporate credit rating and stable
outlook on CenturyLink remain unchanged. S&P expects that adjusted
debt to EBITDA, pro forma for the acquisition of Level 3
Communications Inc., will be in the mid-4x area over the next
couple of years. Still, S&P believes that discretionary cash flow
will be pressured during that time period until the company is able
to achieve its projected operating synergies of about
$850 million and near-term integration expenses wind down.
S&P's 'BB' issue ratings on CenturyLink's senior unsecured debt
remain on CreditWatch negative based on S&P's expectation that
CenturyLink will issue secured debt at that entity to partially
fund the acquisition of Level 3, which would dilute recovery
prospects for unsecured creditors in a hypothetical default
scenario. The negative CreditWatch for our rating on unsecured
debt at Qwest Capital Funding Inc. (QCF) is based on S&P's view
that, subject to regulatory approval, there will be a pledge of
Qwest Corp. stock to the proposed secured credit facilities as well
as a guarantee by Qwest Services Corp. that would reduce recovery
prospects for unsecured creditors at QCF.
RATINGS LIST
CenturyLink Inc.
Corporate Credit Rating BB/Stable/B
New Rating
Qwest Corp.
Senior Unsecured Notes due 2057 BBB-
Recovery Rating 1 (95%)
CHIEFTAIN STEEL: Allowed Further Cash Collateral Use Thru May 31
----------------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky has issued a Fourth Amended Final Agreed
Order, authorizing Chieftain Steel, LLC, with the agreement of
United Cumberland Bank, to use the cash collateral during the
period of April 14, 2017 through May 31, 2017.
The Debtor is authorized to utilize cash collateral solely to pay
normal trade payables, payroll, insurance premiums, taxes and
utilities that are necessary to preserve and maintain its assets
and business operations.
The Debtor has borrowed money and received other financial
accommodations from United Cumberland, and has granted United
Cumberland security interests and liens on, among other things, all
of the Debtor's accounts receivable, inventory, equipment, chattel
paper, general intangibles and real estate.
As of the Petition Date, the Debtor's outstanding indebtedness to
United Cumberland Bank is:
Loan #75110 $2,390,281
Loan #75441 $ 753,551
Loan #755803 $ 548,346
The Debtor will maintain at United Cumberland all of its
debtor-in-possession bank accounts and deposit into the DIP Bank
Accounts all proceeds of the United Cumberland Pre-Petition
Collateral and the post-petition collateral.
The Debtor is required to maintain a collateral base consisting of
the cash collateral in an amount not less than $750,000. Borrowing
Base will mean the sum of (a) 75% of the Debtor's Eligible Accounts
Receivable; (b) 50% of the Debtor's Eligible Inventory of finished
goods valued at the lower of cost or market value.
The Debtor is directed to make interest only payments to United
Cumberland under Loan # 75110 and Loan # 75441, in the total amount
of $9,250 per month. The Debtor is further directed to make
interest and principal payments to United Cumberland under loan
#755803 in the total amount of $3,500 per month.
United Cumberland is granted first priority postpetition
replacement security interests and liens upon all of the
post-petition property of the Debtor that is similar to the
property on which it held its prepetition liens, including, without
limitation, all postpetition property of the types constituting the
collateral of their prepetition liens, all proceeds and products
thereof to secure the amount of the cash collateral used by the
Debtor.
In the event that the adequate protection granted to United
Cumberland fails to adequately protect its interests in the cash
collateral, the prepetition collateral and/or the post-petition
collateral, United Cumberland will also be granted an
administrative expense claim which will have priority over any and
all administrative expenses.
The Debtor is directed to maintain adequate insurance on its assets
including, general liability coverage naming United Cumberland as a
lender's loss payee and to provide proof of such insurance. The
Debtor is also directed to permit United Cumberland, and the
Committee to visit and inspect any of the properties of the Debtor,
to review the Debtor's financial and accounting records, and to
make copies and take extracts therefrom, to discuss the Debtor's
affairs, finances and business with the Debtor's officers,
consultants and accountants, as well as to perform appraisals or
other valuation analyses of any property of the Debtor.
In addition, the Debtor is directed to promptly provide United
Cumberland, the Committee and their designated representatives any
information or data reasonably requested to monitor the Debtor's
compliance with the covenants and the other provisions of the
Fourth Amended Agreed Order, the Loan Documents, and the Budget.
A full-text copy of the Fourth Amended Final Agreed Order, dated
April 13, 2017, is available at http://tinyurl.com/kulcw5n
About Chieftain Steel, LLC
Chieftain Steel, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016.
It tapped Constance G. Grayson, Esq., at Gullette & Grayson, PSC,
and Dinsmore & Shohl LLP, as bankruptcy attorneys.
The Official Committee of Unsecured Creditors formed in Chieftain's
Chapter 11 case retained Fox Rothschild LLP as its legal counsel,
Bingham Greenebaum Doll LLP as its local counsel, and Phoenix
Management Services, LLC as its financial advisor.
Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky.
Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis
Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky. At
the time of filing, Floyd Industries had estimated assets and
liabilities of $1 million to $10 million.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Floyd Industries, an affiliate
of Chieftain Steel, as of Nov. 25, 2016, according to the court
docket.
The Chapter 11 cases of Chieftain Steel and Floyd Industries are
jointly administered under Lead Case No. 16-10407.
The Debtors employed Kerbaugh & Rodes, CPAs as accountant and
advisor.
CHINA FISHERY: Court Okays Weil Gotshal as Ch 11 Counsel
--------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the Hon.
James L. Garrity Jr. of the U.S. Bankruptcy Court for the Southern
District of New York authorized China Fishery Group Ltd. to retain
Weil Gotshal & Manges LLP as Chapter 11 counsel over limited
objections raised by Bank of America NA and other lenders who
questioned the source of the Debtor's legal funds.
As reported by the Troubled Company Reporter on March 27, 2017, the
Debtor sought approval from the Court to hire the Firm as lead
bankruptcy counsel for the Debtor and its affiliates other than CFG
Peru Investments Pte. Limited (Singapore).
About China Fishery Group Limited (Cayman)
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 Nov. 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.
CHRISTIAN ELDERLY: Hires Conde & Associates as Attorney
-------------------------------------------------------
Christian Elderly Home, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ the Law
Offices of C. Conde & Associates, as attorney to the Debtor.
Christian Elderly requires Conde & Associates to:
a. advise the Debtor with respect to its duties, powers and
responsibilities in the bankruptcy case under the laws of
the U.S. and Puerto Rico in which the Debtor in possession
conducts its operations, do business, or is involved in
litigation;
b. advise the Debtor in connection with a determination
whether a reorganization is feasible and, if not, helping
the Debtor in the orderly liquidation of its assets;
c. assist the Debtor with respect to negotiations with
creditors for the purpose of arranging the orderly
liquidation of assets and for proposing a viable plan of
reorganization;
d. prepare on behalf of the Debtor the necessary complaints,
answers, orders, reports, memoranda of law and any other
legal papers or documents;
e. appear before the Bankruptcy Court, or any court in which
the Debtor assert a claim interest or defense directly or
indirectly related to the bankruptcy case; and
f. perform such other services for the Debtor as may be
required in the proceedings or in connection with operation
and involvement with the Debtor's business, including but
not limited to notarial services.
Conde & Associates will be paid at these hourly rates:
Carmen D. Conde $300
Associates $275
Junior Attorney $250
Paralegal $150
Conde & Associates was paid a retainer in the amount of $10,000, by
the Debtor's president, Mr. Edgardo Garcia Rosario.
Conde & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Carmen D. Conde Torres, partner of the Law Offices of C. Conde &
Associates, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Conde & Associates can be reached at:
Carmen D. Conde Torres, Esq.
LAW OFFICES OF C. CONDE & ASSOCIATES
254 San Jose Street, 5th Floor
Old San Juan, PR 00901
Tel: (787) 729-2900
Fax: (787) 729-2203
E-mail: condecarmen@condelaw.com
About Christian Elderly Home, Inc.
Christian Elderly Home, Inc., based in Gurabo, PR, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 17-02561) on April 12, 2017.
Carmen D. Conde Torres, Esq., at the Law Offices of C. Conde &
Associates, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1.04 million in assets and
$7.50 million in liabilities. The petition was signed by Edgardo
Garcia Rosario, president.
CLAIRE'S STORES: Posts $53.9 Million Net Income for Fiscal 2016
---------------------------------------------------------------
Claire's Stores, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$53.89 million on $1.31 billion of net sales for the fiscal year
ended Jan. 28, 2017, compared to a net loss of $236.43 million on
$1.40 billion of net sales for the fiscal year ended Jan. 30,
2016.
As of Jan. 28, 2017, Claire's Stores had $2 billion in total
assets, $2.51 billion in total liabilities and a stockholders'
deficit of $517.32 million.
"We are highly leveraged, with significant debt service
obligations. As of January 28, 2017, we reported net debt (total
debt less cash and cash equivalents) of approximately $2.1 billion
with maturities ranging from 2017 through 2021," the Company stated
in the filing.
"We completed the Exchange Offer and the related refinancing of the
former U.S. Credit Facility ... to reduce our outstanding
indebtedness and improve liquidity through the reduction of cash
interest expense. The Company's outstanding debt was reduced by
approximately $396 million, certain debt maturities were extended,
and the Company estimates it will realize annual cash interest
savings of approximately $24 million. Subsequent to the Exchange
Offer, we refinanced our $50 million Europe Credit Facility with a
new $50.0 million Europe Credit Facility maturing in 2019. In
March 2017, we discharged our remaining obligations with respect to
our 10.50% Senior Subordinated Notes due 2017, with the result that
our current debt maturities range from 2019 to 2021.
"We currently anticipate that cash on hand and cash generated from
operations will be sufficient to allow us to satisfy payments of
interest on our indebtedness, to fund new store expenditures, and
meet working capital requirements over the near-term. However,
this will depend, to a large degree, on our operating performance,
which may be adversely affected by general economic, political and
financial conditions, foreign currency exchange exposures, and
other factors beyond our control...
"We expect that repayment of our debt as it matures will require
refinancing, and we cannot make assurances that we will have the
financial resources required to obtain, or that the conditions of
the capital markets will support, any future refinancing,
replacement or restructuring of our indebtedness."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/EAN3jO
About Claire's Stores
Hoffman Estates, Ill.-based Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35. The Company operates through its stores
under two brand names: Claire's and Icing. As of July 30, 2016,
Claire's Stores, Inc. operated 2,801 stores in 17 countries
throughout North America and Europe, excluding 806 concession
locations. The Company franchised 596 stores in 29 countries
primarily located in the Middle East, Central and Southeast Asia,
Central and South America, Southern Africa and Eastern Europe.
* * *
In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments. The outlook remains
negative. "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.
In October 2016, S&P Global Ratings raised its corporate credit
rating on Claire's Stores to 'CC' from 'SD'. "The rating action
follows our review of Claire's capital structure, its liquidity
position following the recent debt exchange, and our expectations
for future restructuring actions. The company issued approximately
$179 million of new term loans that were used to cancel roughly
$575 million of notes and extend the debt maturities," said credit
analyst Samantha Stone. "The transaction is estimated to save the
company $24 million in annual cash interest savings."
CLARKE PROJECT: Can Continue Using Cash Collateral Until May 31
---------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California has authorized Clarke Project
Solutions, Inc., f/k/a Cumming Clarke, to use cash collateral
through May 31, 2017, in the amounts set forth in the Second
Amended Cash Budget.
Cumming Construction Management, Inc., is granted with a
replacement lien, as adequate protection, to the same validity,
priority and extent as existed in its favor on the Petition Date.
The Debtor is also authorized to deposit in a segregated
debtor-in-possession bank account $10,000 per month each month
beginning in March 2017 which will be included in the cash
collateral that is subject to the replacement lien in favor of
Cumming Construction. However, no payments are to be made to
Cumming Construction until its claims are allowed by the Court and
the Court enters an order authorizing distribution of the funds.
Judge Albert has required the the Debtor and Cumming Construction
to come back at or before May 31, 2017 with an additional
stipulation or new motion regarding continued use of cash
collateral.
A full-text copy of the Order, dated April 17, 2017, is available
at https://is.gd/AXZAqy
About Clarke Project Solutions
Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in
Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-10402) on Feb. 2, 2017. Chris Clarke, the
president, signed the petition. The Debtor estimated assets at $1
million to $10 million and liabilities at $500,000 to $1 million at
the time of the filing.
The Debtor is represented by Pamela Jan Zylstra, Esq., at Pamela
Jan Zylstra: A Professional Corporation.
The case is assigned to Judge Theodor Albert.
The Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law
Corporation as special litigation counsel. The Debtor has also
hired George Shewchuk of Raimond Pettit Group as accountant.
COATES INTERNATIONAL: Incurs $8.35 Million Net Loss in 2016
-----------------------------------------------------------
Coates International, Ltd., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.35 million on $29,200 of total revenues for the year ended
Dec. 31, 2016, compared to a net loss of $10.20 million on $94,200
of total revenues for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Coates had $2.36 million in total assets,
$7.55 million in total liabilities and a total stockholders'
deficiency of $5.19 million.
MSPC, in Cranford, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency. These conditions raise
substantial doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/0b0L1f
About Coates
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on Aug. 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines. This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.
The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve. It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.
COMMUNITY CHOICE: S&P Affirms 'CCC' ICR; Outlook Still Negative
---------------------------------------------------------------
S&P Global Ratings said it affirmed its issuer credit rating on
Community Choice Financial Inc. (CCFI) at 'CCC'. The outlook
remains negative.
At the same time, S&P raised the issue ratings on CCFI's 10.75%
senior secured notes due May 2019 to 'CCC' from 'D'. S&P's
recovery rating on these notes remains '4', reflecting its
expectation for an average recovery (35%-40%) in a simulated
default scenario.
"We are raising our debt rating on CCFI's senior secured notes to
'CCC' from 'D' because we do not expect the firm to repurchase its
debt in the secondary market at a discount in the near term" said
Gaurav A Parikh S&P Global Ratings credit analyst. In the first
half of 2016, CCFI repurchased $103.9 million of its senior secured
notes at about 37% of par. The notes are currently trading at
85%-90% of par. Although S&P do not expect near-term repurchases,
it do believe CCFI and its financial sponsors may undertake further
restructurings via distressed debt repurchases if the price on the
notes erodes, or may seek to restructure its obligations under
terms S&P would deem disadvantageous to debtholders. If this were
to occur, S&P would likely lower the rating on the senior secured
notes to 'D' and the issuer credit rating to 'SD' (selective
default).
S&P's issuer credit rating reflects the precarious capital
structure and business model of the subprime payday lender. Dublin,
Ohio- based CCFI provides alternative financial services to
unbanked and underbanked customers. As of December 2016, CCFI
operated 518 retail locations across 12 states and was licensed to
deliver similar financial services over the internet in 32 states.
The negative outlook reflects S&P Global Ratings' expectation that
over the next 12 months, CCFI's credit profile will continue to
weaken and remain vulnerable to impending federal and state
regulatory developments. S&P expects leverage to remain above 6.0x
over the next 12 months and EBITDA coverage staying below 1.5x.
S&P could lower the rating over the next 12 months if it expects
EBITDA coverage to decline below 1.0x or if the company returns to
repurchasing its debt through open market transactions, which S&P
could view as tantamount to default. S&P would also lower the
rating if the company engages in any form of debt restructuring,
such as extending the tenure on existing notes or exchanging the
existing notes below par for new issuance.
An upgrade is unlikely over the next 12 months. However, S&P could
revise the outlook to stable if there is reduced refinancing risk,
the pending CFPB regulations are less stringent than expected, and
the company is able to improve its operational performance.
CONSUMERS' CHOICE: Files Lawsuit Against Federal Government
-----------------------------------------------------------
Dani Kass, writing for Bankruptcy Law360, reports that Consumers'
Choice Health Insurance Co., has sued the federal government for
allegedly trying to get first dibs on loan repayments before
policyholders.
South Carolina Department of Insurance Director Raymond Farmer, who
is liquidating Consumers' Choice, said that under South Carolina
law policyholders must be paid back before the feds, Law360
shares.
According to Law360, Mr. Farmer said that the government owes the
Company almost $37 million from risk mitigation programs.
Consumers' Choice Health Insurance Co. is a failed co-op insurer in
South Carolina formed under the Affordable Care Act.
CORE EDUCATIONAL: Hires Thayer O'Neal as Appraiser
--------------------------------------------------
Core Educational and Consulting Solutions, Inc., seeks authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Thayer O'Neal Company, LLC, as appraiser to the Debtor.
Core Educational requires Thayer O'Neal to provide an independent
estimate of value of the Debtor's business, as of March 31, 2017,
using "fair market value" as the standard of value.
Thayer O'Neal will be paid at these hourly rates:
Senior Partner $350
Partner $250
Manager $225
Senior $175
Staff $125
Thayer O'Neal will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas M. O'Neal, managing partner of Thayer O'Neal Company, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Thayer O'Neal can be reached at:
Thomas M. O'Neal
THAYER O'NEAL COMPANY, LLC
101 Parklane Boulevard, Suite 201
Sugar Land, TX 77478
Tel: (281) 552-8297
About Core Educational and
Consulting Solutions, Inc.
Core Education & Consulting Solutions Inc, based in Princeton, NJ,
filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-14992) on
March 15, 2017. The Hon. Michael B. Kaplan presides over the case.
Timothy P. Neumann, Esq., at Broege Neumann Fischer & Shaver, LLC,
serves as bankruptcy counsel.
In its petition, the Debtor estimated $0 assets and $2.95 million
in liabilities. The petition was signed by Nikhil C. Morsawala,
director.
CORINTHIAN COLLEGES: Reaches Settlement With Directors
------------------------------------------------------
Craig R. Jalbert, the Distribution Trustee for the Corinthian
Distribution Trust established under Corinthian Colleges, Inc.'s
third amended and modified combined disclosure statement and
Chapter 11 plan of liquidation, filed with the U.S. Bankruptcy
Court for the District of Delaware a motion for approval of
settlement by and among the Distribution Trust and former outside
directors Hank Adler, John M. Dionisio, Terry O. Hartshorn, Alice
T. Kane, Robert Lee, Marc H. Morial, Sharon Robinson, Linda Arey
Skladany, Paul St. Pierre, and Timothy J. Sullivan.
A copy of the motion is available at:
http://bankrupt.com/misc/deb15-10952-1344.pdf
The Trustee prepared a draft complaint against the Outside
Directors, the former outside, non-management members of
Corinthian's Board of Directors, among others. The draft complaint
asserts claims for breach of fiduciary duty and corporate waste
against the Outside Directors for their alleged wrongful conduct
that caused damages to Corinthian. The Trustee sent the draft
complaint to counsel for the Outside Directors, among others. The
Trustee and the Outside Directors subsequently participated in a
formal two-day mediation that ultimately resulted in the Settlement
for which the Trustee seeks approval pursuant to the Motion. The
Settlement is fair and reasonable and in the best of creditors and
should be approved in that, among other benefits, it resolves
potential claims against the Outside Directors and allows for the
recovery of $1 million for creditors that might otherwise be
unavailable while avoiding the time, expense and uncertainty
involved in litigating such claims against the Outside Directors.
The key terms of the Settlement include:
-- the resolution of the Trustee's potential claims against
the Outside Directors in the amount of $1 million.
-- the Trustee releases all claims that were or could have
been alleged in the Trustee's draft complaint against the
Outside Directors. The Outside Directors release all
claims potentially arising from the Trustee's assertion of
claims in connection with the Trustee's draft complaint
against Outside Directors.
-- all claims against the Outside Directors arising out of
the Trustee's claims against another person shall be
barred; provided that the Trustee agrees to reduce his
claims against that other person by the greater of (i) the
Outside Directors' percentage of fault or (ii) $1 million.
Any claims by the Outside Directors against any other
person arising out of the Trustee's claims against the
Outside Directors will be barred.
-- counsel for the Outside Directors agrees to recommend that
the Outside Directors provide cooperation to the Trustee,
including agreeing to be interviewed, appearing without
subpoena for deposition and at trial, and producing
without subpoena documents reasonably requested by the
Trustee. The Trustee agrees to pay for counsel fees that
the Outside Directors incur in connection with interviews
or testimony; provided that only one attorney appear for
each Outside Director at any interview or testimony
provided in cooperation pursuant to the Settlement.
A hearing on the Motion is set for April 24, 2017, at 1:30 p.m.
(ET).
About Corinthian Colleges
Corinthian Colleges, Inc., et al., were founded in February 1995
and through acquisitions became one of the largest for-profit
post-secondary education companies in the U.S. and Canada. In
January 2010, Corinthian purchased Heald Capital LLC, which
operated Heald College, a 150 year-old regionally-accredited
institution with 12 campuses.
Corinthian Colleges, Pegasus Education, Inc., and 23 affiliated
entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 15-10952) on May 4, 2015, to complete an orderly wind
down of operations. The cases are jointly administered under Case
No. 15-10952. Judge Kevin J. Carey presides over the case.
Corinthian Colleges, Inc., disclosed $721,596,789 in assets and
$2,929,448,278 in liabilities as of the Chapter 11 filing.
The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
FTI Consulting, Inc., as restructuring advisors;
PricewaterhouseCoopers, LLC, as tax advisors; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.
The U.S. Trustee for Region 3 formed an Official Committee of
Unsecured Creditors and an Official Committee of Student
Creditors. The Creditors Committee retained Brown Rudnick LLP and
Rosner Law Group as attorneys. The Student Committee tapped
Robins Kaplan LLP and Poslinelli PC as attorneys.
* * *
The Debtors closed each of their campus locations effective as of
April 27, 2015, and immediately began the process of liquidating
their assets and winding down operations.
The effective date of the Debtors' Third Amended and Modified
Combined Disclosure Statement and Chapter 11 Plan of Liquidation
was Sept. 21, 2015.
CT TECHNOLOGIES: Moody's Hikes First Lien Credit Facilities to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded CT Technologies Intermediate
Holdings, Inc.'s first lien senior secured credit facilities'
ratings to B2 from B3. Concurrently, Moody's affirmed the company's
B3 Corporate Family Rating (CFR) and the B3-PD Probability of
Default Rating (PDR). The rating outlook remains stable.
The upgrade of the first lien senior secured credit facilities to
B2 is driven by the proposed change in debt capital structure
involving the issuance of a new $100 million second lien senior
secured term loan to partially fund the acquisition of ArroHealth,
a provider of record retrieval services similar to CIOX Health as
well as coding and analytical services for commercial insurance
health plans. The inclusion of a second lien term loan provides
loss absorption cushion, resulting in a rating uplift to the
company's existing first lien senior secured revolver and the term
loan.
CIOX Health announced the acquisition of ArroHealth. Concurrently,
the company plans to repay all of the $27.8 million of borrowings
outstanding under the first lien revolving credit facility and
increase cash balances. The acquisition and the repayment of
revolver borrowings will be funded by the proceeds (net of all
transaction related fees and expenses) from a new $100 million
second lien secured term loan issuance and a $75 million
convertible preferred equity issuance. The preferred equity will be
primarily held by the financial sponsor of CIOX Health, New
Mountain Capital, LLC, and can convert to common equity under
specific conditions.
The affirmation of CIOX Health's B3 CFR incorporates the benefits
of the acquisition like modest increase in revenue scale, better
business diversification, and access to a broader group of
customers. However, these benefits are largely offset by the likely
delay in a material improvement of weak credit metrics and the
history of integration risks associated with such acquisitions made
by the company.
The reduction of revolver borrowings and the increase in cash
balances as part of these transactions enhance CIOX Health's
liquidity. The company is likely to maintain adequate liquidity
supported by cash, almost full availability of the first lien
revolver, anticipated generation of positive free cash flow and the
significantly diminished covenant violation risk.
Rating Actions:
Corporate Family Rating, Affirmed at B3
Probability of Default Rating, Affirmed at B3-PD
$35 Million Senior Secured First Lien Revolving Credit Facility due
2019, Upgraded to B2 (LGD3) from B3 (LGD3)
$597 Million ($580.5 Million Outstanding) Senior Secured First Lien
Term Loan due 2021, Upgraded to B2 (LGD3) from B3 (LGD3)
Outlook, Maintained at Stable
RATINGS RATIONALE
CIOX Health's B3 CFR reflects its high leverage, weak margins
relative to peers, relatively modest revenue size, and narrow
business focus providing medical information exchange management
and retrieval services to US healthcare providers and insurance
carriers. Legal risks associated with the release of protected
health information and potential changes within the regulatory
environment also present risks to profitability. The company's high
leverage and weak margins will not improve materially in 2017 but
will remain at levels suitable for the B3 CFR. The rating is also
supported by CIOX Health's strong position in an industry with
favorable growth characteristics like multi-year contracts and high
contract renewal rates that lend visibility and predictability to
revenues.
The stable outlook incorporates Moody's expectation that revenue
growth and cash flow generation will improve modestly but credit
metrics will not strengthen materially in 2017 as the company
completes the integration of ArroHealth. The outlook does not
incorporate another sizable debt funded acquisition or dividend
payments.
Ratings could be downgraded if debt/EBITDA rises and sustains above
7x or free cash flow/debt sustains below 2%. Deterioration in
liquidity including a less than certain ability to meet the
financial covenant could result in the ratings being downgraded.
Ratings could be upgraded if debt reduces and EBITDA grows
resulting in the sustenance of debt/EBITDA below 6.0x and free cash
flow/debt above 5%. Maintenance of at least adequate liquidity with
sufficient headroom under the covenant will also be required for
ratings to be upgraded.
CIOX Health, headquartered in Alpharetta, GA, is a large provider
of healthcare information services and technology solutions to
hospitals, health systems, physician practices and authorized
recipients of protected health records in the United States. The
company offers three main service lines: Provider Solutions, which
offers services to healthcare providers for release of health
records (70% of total estimated revenue); Retrieval Solutions,
which provides services to payers and other volume requestors of
health records (22% of total estimated revenue); and Health
Information Management (HIM) solutions (8% of total estimated
revenue). Provider Solutions services involve managing the
fulfillment of requests for medical records in an accurate,
regulatory-compliant and timely manner. Retrieval Solutions
services include full chart retrieval services for some of the
nation's largest insurance carriers and other requestors under
contract rates. HIM services include coding services, audit
management, denial management, and document management. The
affiliates of New Mountain Capital, LLC own and control CIOX
Health. Pro forma for the ArroHealth acquisition, the company's
revenue is estimated to be about $620 million in 2016.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
DAVID WINSTON: Seeks Permission to Use Wells Fargo Cash Collateral
------------------------------------------------------------------
The David Winston Early Cabell Family Limited Partnership, Ltd.,
asks permission from the U.S. Bankruptcy Court for the Eastern
District of Texas to use cash collateral in order to preserve its
real property in Beaumont, Texas.
The Debtor owns a commercial office building located at 304 Pearl
Street, Beaumont, Texas. Additionally, the Debtor owns cash and
interests in marketable securities held in a brokerage account at
Wells Fargo Bank and holds equity interests in a non-debtor
subsidiary.
The proposed Budget during the period from February through April
2017 reflects an estimated operating expenses in the aggregate sum
of 36,514.
The Debtor has previously sought and obtained from its secured
lender, Wells Fargo Bank, National Association, permission to use
cash collateral during January 2017 pursuant to an agreed budget.
However, on Jan. 30, 2017, Wells Fargo Bank filed its Reservation
of Rights regarding Adequate Protection, outlining the terms,
pursuant to which Wells Fargo Bank agreed to, the Debtor's limited
use of Cash Collateral during January 2017, which permission
terminated as of January 31, 2017.
Pursuant to the several Loan Documents, the Debtor is indebted to
Wells Fargo Bank in the aggregate in the original principal amount
of $6,800,000. Accordingly, Wells Fargo Bank holds a valid,
perfected, first-priority secured claim against the Debtor in
connection with the prepetition financial accommodations extended
to the Debtor. Such Pre-Petition Claim of Wells Fargo Bank is
secured by, among other things and without limitation, the Real
Property, the financial assets, and certain of the Debtor's
personal property and all proceeds therefrom, including, but not
limited to, the revenues, cash and cash collateral, and the
Property, as specifically set forth in the Loan Documents.
Wells Fargo Bank has consented to the Debtor's use of cash
collateral subject to the terms and conditions of the proposed
Agreed Order and the Budget, including the provision of partial
adequate protection to Wells Fargo Bank.
A full-text copy of the Debtor's Motion, dated April 14, 2017, is
available at https://is.gd/zC8mYo
Wells Fargo Bank, National Association can be reached through:
Sean B. Davis
Winstead PC
1100 JPMorgan Chase Tower
600 Travis Street
Houston, TX 77002
About David Winston
The David Winston Early Cabell Family Limited Partnership, Ltd.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Tex. Case No. 16-10569) on Nov. 22, 2016. David W.E. Cabell,
manager, signed the petition. At the time of the filing, the
Debtor estimated assets and debt at $1 million to $10 million.
Judge Bill Parker is the case judge. Brian A. Kilmer, Esq., at
Kilmer Crosby & Walker PLLC, is serving as counsel to the Debtor.
DELUXE ENTERTAINMENT: New $200M Loan No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said Deluxe Entertainment Services Group,
Inc.'s B2 Corporate Family Rating (CFR) and existing first-lien
term loan rating (B2 LGD-4) are not impacted by the proposed $200
million senior secured incremental term loan it intends to raise.
Headquartered in Burbank, CA, Deluxe Entertainment Services Group,
Inc. is a leading global provider of end-to-end media supply chain
solutions with a focus on digital content creation (post-set
production and post-production), media/distribution (for various
file formats and across multiple platforms) and asset management to
motion-picture studios, television/cable-TV networks, online video
providers, advertising agencies and enterprise customers through
its Entertainment Services and Creative Services businesses. Deluxe
is an indirect wholly-owned subsidiary of MacAndrews & Forbes
Holdings Inc.
DIABETES ENDOCRINOLOGY: Hires Best Consulting as Accountant
-----------------------------------------------------------
Diabetes Endocrinology & Metabolism Associates, P.A., seeks
authority from the U.S. Bankruptcy Court for the Western District
of North Carolina to employ Best Consulting, Inc., as accountant to
the Debtor.
Diabetes Endocrinology requires Best Consulting to:
(a) provide accounting service and advice with respect to the
Debtor's compliance with its duties as debtor in
possession in the continued operation of its business and
management of its property;
(b) assist the Debtor in preparing, reviewing and analyzing
financial and business information, disclosures and
financial reports necessary to present a plan of
reorganization for confirmation by the court;
(c) approve of a disclosure statement, and all related
reorganization agreements and documents;
(d) prepare on behalf of the Debtor necessary financial
reports required of the Debtor in the bankruptcy case;
(e) represent the Debtor in all adversary proceedings and
contested matters related to the case; and
(f) perform such other financial, and accounting services that
may be necessary and appropriate in this case.
Best Consulting will be paid at the hourly rate of $100.
Best Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jamie Best, president of Best Consulting, Inc., 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.
Best Consulting can be reached at:
Jamie Best
BEST CONSULTING, INC.
6600 Bells Mill Drive
Charlotte, NC 28269
Tel: (704) 622-5732
E-mail: jmebest63@gmail.com
About Diabetes Endocrinology
& Metabolism Associates, P.A.
Diabetes Endocrinology & Metabolism Associates, PA, filed a Chapter
11 bankruptcy petition (Bankr. W.D.N.C Case No. 17-30204) on
February 6, 2017, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Dennis O'Dea, Esq., at
SFS Law Group.
DIDI REAL ESTATE: To Pay US Bank From Rental Income, Asset Sale
---------------------------------------------------------------
Didi Real Estate, LLC, will pay its secured creditor from the
rental income and sale of its real property in Boynton Beach,
Florida, according to its proposed Chapter 11 plan of
reorganization.
Under the plan, Class 1 secured claim of U.S. Bank National
Association in the allowed amount of $518,000 is impaired. The
claim is secured by Didi's real property located at 9247 Equus
Circle, Boynton Beach, Florida.
Didi and U.S. Bank are seeking a resolution for the purchase of the
claim by the company.
Meanwhile, Class 2 consists of equity interest of the company, 100%
of which is held by Yedida Siani. On the effective date of the
plan, Ms. Siani will be the 100% owner of the reorganized company
and will act as the managing member.
The plan will be funded from rental income of the real property.
Didi is confident that the income generated will be sufficient to
fund the plan. Moreover, the company intends to sell the property
to pay U.S. Bank's secured claim, according to its disclosure
statement filed on April 11 with the U.S. Bankruptcy Court for the
Southern District of Florida.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/DidiReal_DS041117.pdf
Didi is represented by:
Adam I. Skolnik, Esq.
Law Office of Adam I. Skolnik, PA
1761 West Hillsboro Boulevard, Suite 201
Deerfield Beach, FL 33442
Phone: 561-265-1120
Fax: (561) 265-1828
E-mail: askolnik@skolniklawpa.com
About Didi Real Estate LLC
Didi Real Estate, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-13737) on March 16,
2016. The petition was signed by Yedida Siani, authorized member.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
No official committee of unsecured creditors has been appointed in
the case.
DIGNITY & MERCY: Seeks to Hire Myles CPA Firm as Accountant
-----------------------------------------------------------
Dignity & Mercy, Adult Day Services LLC seeks approval from the
U.S. Bankruptcy Court for the Northern District of Mississippi to
hire an accountant.
The Debtor proposes to hire The Myles CPA Firm, PLLC and pay the
firm a monthly fee of $350 for accounting services, which include
the filing of bankruptcy reports and payroll services.
The Debtor also requests to pay the firm a total of $1,200 for the
preparation of 2012 to 2015 federal and state business tax returns,
940 and 941 returns.
Myles CPA Firm does not hold any interest adverse to the Debtor,
its bankruptcy estate or creditors.
The firm can be reached through:
Wayne E. Myles
The Myles CPA Firm, PLLC
2604 W. Main St., Suite A
Tupelo, MS 38801
About Dignity & Mercy
Dignity & Mercy, Adult Day Services, LLC filed a Chapter 11
petition (Bankr. N.D. Miss. Case No. 16-13975) on November 8, 2016,
and is represented by Kevin F. O'Brien, Esq., in Southaven,
Mississippi. The petition was signed by Tamekia R. Jackson,
member.
At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
A list of the Debtor's 17 unsecured creditors is available for free
at http://bankrupt.com/misc/msnb16-13975.pdf
DIOCESE OF DULUTH: Wins in Sexual Abuse Claims Coverage Dispute
---------------------------------------------------------------
Jeff Sistrunk, writing for Bankruptcy Law360, reports that U.S.
Bankruptcy Judge Robert J. Kressel has ruled in favor of the
Diocese of Duluth in its dispute over coverage for sexual abuse
claims against local clergy, finding that each series of abusive
acts that a priest inflicted on one victim in a given year is a
separate "occurrence" for insurance coverage purposes.
According to Law360, Judge Kressel granted partial summary judgment
to the Diocese, establishing a standard by which to determine the
number of occurrences at issue in the coverage case.
About Diocese of Duluth
The Diocese of Duluth is headquartered in Duluth, Minnesota. It
covers northern Minnesota parishes and 10 counties with Cass to
the west, Koochiching to the north, Cook to the east and Pine to
the south.
The Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7,
2015. The case is assigned to Judge Robert J Kressel.
The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD., in Zandpoint, Idaho. The Debtor's local counsel
is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., in St Cloud, Minnesota. Brad Wadsten of Edina Realty
(Wadsten) was tapped as real estate broker.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Rev.
James Bissonette, vicar general.
DIVERSIFIED COMPUTER: Has Final Approval on Cash Collateral Use
---------------------------------------------------------------
Judge Paul Baisier of the U.S. Bankruptcy Court for the Northern
District of Georgia has authorized Diversified Computer Solutions,
Inc., to use cash collateral generated from its business on a final
basis.
The Debtor is authorized to use cash collateral in accordance with
the Budget for March 2017 through February 2018, which provides
estimated operating expenses in the aggregate sum of $1,133,611.
The Debtor is allowed to use cash to pay the actual amount owed or
deposit required to any utility, taxing authority for post-petition
taxes, the U.S. Trustee or insurance company as actually due and
needed, in accordance with the Budget.
The Debtor agrees to make monthly payments to Wells Fargo
Commercial Distribution Finance, LLC, successor in interest to GE
Commercial Distribution Finance Corporation in the amount of $3,500
and to Branch Banking and Trust Company in the amount of $4,000
beginning April 20, 2017. By Aug. 20, 2017, the monthly payments
will be increased to $3,786 for Wells Fargo and $4,020 for Branch
Banking.
Wells Fargo, Branch Banking, Synnex Corporation, and Micro
Technology Consultants, Inc. are each granted a security interest
in, and lien upon all of the post-petition collateral to the same
extent, validity, amount, and priority as their respective
pre-petition security interests and lien upon such collateral to
secure against any diminution in value of any prepetition
collateral.
Wells Fargo, Branch Banking, Synnex Corporation, and Micro
Technology will also have the right to monitor the Debtor's
compliance with the terms of the Final Order or to inspect such
records in order to verify the amount or condition of, or any other
matter relating to the Debtor's financial condition.
In addition, the Debtor is directed, among other things, to:
A. Provide Wells Fargo, Branch Banking, Synnex Corporation,
and Micro Technology with:
(a) a copy of its monthly operating report;
(b) a detailed accounting income received during the
previous calendar month;
(c) a comparison of actual expenditures during the
previous calendar month compared to the Budget; and
(d) such other reports as Wells Fargo, Branch Banking,
Synnex Corporation, and Micro Technology may reasonably request.
B. Maintain all necessary insurance, including, without
limitation, life, fire, hazard, comprehensive, public liability,
and workmen's compensation as may be currently in effect, and
obtain such additional insurance in an amount as is appropriate for
the business in which the Debtor is engaged.
The authorization of the Debtor to use Cash Collateral will
terminate until the earlier of:
(a) on November 1, 2017;
(b) the Final Order being stayed, reversed, vacated, amended,
or otherwise modified in any material respect;
(c) conversion of Debtor's case to one under Chapter 7 of the
Bankruptcy Code,
(d) the appointment of a trustee or examiner in the Debtor's
case;
(e) dismissal of the Debtor's case;
(f) the date the Debtor fails to discharge any duty or other
obligation imposed upon it in the Final Order; or
(g) the date the Debtor violates any requirement or condition
to use of cash collateral provided in the Final Order.
A full-text copy of the Final Order, dated April 17, 2017, is
available at https://is.gd/5md3C2
Wells Fargo Commercial Distribution Finance, LLC is represented
by:
Todd Sprinkle, Esq.
PARKER POE
1180 Peachtree Street N.E.
Suite 1800
Atlanta, GA 30309
Branch Banking and Trust Company is represented by:
Valerie K. Richmond
STITES & HARBISON, PLLC
303 Peachtree Street, NE, Suite 2800
Atlanta, GA 30308
Telephone: (404) 739-8814
Facsimile: (404) 739-8870
Email: vrichmond@stites.com
About Diversified Computer Solutions
Diversified Computer Solutions, Inc., is a Georgia Corporation and
as its business is a full-service network and IT integrator
providing consulting, integration, implementation, management, and
maintenance services to Small and Medium Size Businesses,
Enterprise Projects and K-12 School Districts. The Debtor's
corporate offices are located in Marietta, Georgia.
Diversified Computer Solutions filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 17-55428), on Petition Date. The petition was
signed by Peter D. Minetos, CEO and President. At the time of
filing, the Debtor estimated less than $50,000 in assets and
$500,000 to $1 million in liabilities.
Jones & Walden, LLC, is serving as counsel to the Debtor, with the
engagement led by Cameron M. McCord, Esq.
EAGAN AVENATTI: Hires Baker & Hosteler as Counsel
-------------------------------------------------
Eagan Avenatti, LLP seeks approval from the US Bankruptcy Court for
the Middle District of Florida, Orlando Division, to employ Baker &
Hosteler LLP as its counsel.
Legal services to be rendered are:
a. advising as to EA's rights and duties in this case;
b. preparing pleadings related to this case, including a
disclosure statement and a plan of reorganization;
c. negotiating with creditors in this case with respect to
treatment under the Plan of Reorganization;
d. soliciting acceptances for the Disclosure Statement and a
Plan of Reorganization; and
e. taking any and all other necessary action incident to the
proper preservation and administration of this estate.
The parties have agreed that the firm's services will be billed at
the standard hourly rates of the respective attorneys and
paralegals of B&H.
B&H attests that it represents no interest adverse to EA or to its
estate in matters upon which it is to be engaged and employment of
B&H would be in the best interest of the estate.
The Firm can be reached through:
Elizabeth A. Green, Esq.
Baker & Hosteler LLP
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, FL 32801-3432
T +1.407.649.4000
F +1.407.841.0168
Email: egreen@bakerlaw.com
An involuntary Chapter 11 petition was commenced against Eagan
Avenatti LLP of Newport Beach,CA, by Gerald Tobin in the US
Bankruptcy Court for the Middle District of Florida, Orlando
Division, on March 1, 2017 (Bankr. M.D. Fla. Case No. 17-01329).
On March 10, an Order for Relief was entered by the Bankruptcy
Court. The Hon. Karen S. Jennemann presides over the case.
Eagan Avenatti is a California class action law firm. Gerald
Tobin, who claims to be owed roughly $28,000, filed the involuntary
petition.
EAGAN AVENATTI: US Trustee Wants Ch 11 Case Moved to California
---------------------------------------------------------------
Carolina Bolado, writing for Bankruptcy Law360, reports that Acting
U.S. Trustee Guy Gebhardt asked the U.S. Bankruptcy Court for the
Middle District of Florida to transfer Eagan Avenatti LLP's
involuntary Chapter 11 case to the Central District of California.
The Firm, its owners and creditors are based in California.
Gerald Tobin filed an involuntary Chapter 11 petition against New
Port Beach, California-based class-action law firm Eagan Avenatti
LLP (Bankr. M.D. Fla. Case No. 17-01329) on March 1, 2017, for lack
of payment of $28,700.
Judge Karen S. Jennemann presides over the case.
EASTERN OUTFITTERS: Has Nod to Conduct Store Closing Sales
----------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware has authorized Eastern Outfitters, LLC, et
al., to conduct store closing or similar themed sales.
The Debtors are authorized to enter into an agreement with a
contractual joint venture comprised of Hilco Merchant Resources,
LLC, and Gordon Brothers Retail Partners, LLC.
A copy of the court order is available at:
http://bankrupt.com/misc/deb17-10243-408.pdf
Vince Sullivan, writing for Bankruptcy Law360, reports that the
Debtors are allowed to liquidate up to 48 of its stores ahead of a
private sale of its assets to SportsDirect.com. The counsel for
the Debtors told the Court its buyer had identified 48 of the 86
retail locations for closure due to poor performance and burdensome
lease obligations, Law360 relates.
About Eastern Outfitters
Headquartered in Meriden, Connecticut, Eastern Outfitters, LLC,
is the holding company of outdoor sports apparel and equipment
retailers Bob's Stores and Eastern Mountain Sports.
Eastern Outfitters, LLC, aka Subortis Retail Group, LLC, along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 17-10243) on Feb. 5, 2017. The
petitions were signed by Mark Walsh, chief executive officer.
Judge Laurie Selber Silverstein presides over the cases.
Eastern Outfitters, Subortis IP Holdings, and Eastern Mountain
Sports each estimated its assets and liabilities at between $100
million and $500 million each.
Robert G Burns, Esq., Jennifer Feldsher, Esq., and David M Riley,
Esq., and Mark E. Dendinger, Esq., at Bracewell LLP serve as the
Debtors' restructuring counsel.
Norman L. Pernick, Esq., Marion M Quirk, Esq., and Katharina
Earle, Esq., at Cole Schotz P.C. serve as the Debtors' Delaware
counsel.
Alixpartners, LLP, is the Debtors' turnaround advisor. Lincoln
Partners Advisors LLC is the Debtors' financial advisor. Kurtzman
Carson Consultants is the Debtors' claims and noticing agent.
EMMAUS LIFE: CEO Niihara Resigns as Generex Chairman
----------------------------------------------------
Dr. Yutaka Niihara, chief executive officer and chairman of the
Board of Directors of Emmaus Life Sciences, Inc., submitted a
letter of resignation as a director and the chairman of the board
of directors of Generex Biotechnology Corporation. The resignation
was tendered at the request of the board of directors of the
Company in connection with the Company's entering into detailed
negotiations with Generex of a definitive agreement under the
Letter of Intent dated Jan. 16, 2017, as amended, that was
previously entered into between the Company and Generex.
About Emmaus Life
Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies
primarily for rare and orphan diseases. This biopharmaceutical
company's headquarters is in Torrance, California.
Emmaus reported a net loss of $21.17 million on $461,591 of net
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $13.50 million on $590,114 of net revenues for the year ended
Dec. 31, 2015. As of Dec. 31, 2016, Emmaus Life had $12.99 million
in total assets, $30.55 million in total liabilities, and a total
stockholders' deficit of $17.56 million.
SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets and it has an accumulated stockholders' deficit. This
raises substantial doubt about the Company's ability to continue as
a going concern.
ENCLAVE AT HILLSBORO: Taps Bloom & Freeling as Special Counsel
--------------------------------------------------------------
Enclave at Hillsboro, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Bloom & Freeling
as its special counsel.
The firm will provide legal services in connection with the
judicial settlement of Moecker Realty Auctions' claim for payment
of a commission that it believes was due as a result of the sales
of the Debtor's real properties in Hillsboro Beach.
The Debtor had previously disputed Moecker's entitlement to a
commission.
The hourly rates charged by the firm for its attorneys range from
$350 to $450. Paralegals will charge $95 per hour.
Jonathan Bloom, Esq., at Bloom & Freeling, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtor's bankruptcy estate and creditors.
The firm can be reached through:
Jonathan Bloom, Esq.
Bloom & Freeling
2295 Northwest Corporate Blvd., Suite 117
Boca Raton, FL 33431
Tel: (561) 864-0000
Fax: (561) 864-0001
About Enclave at Hillsboro
Enclave at Hillsboro LLC, Hillsboro Mile Properties LLC,
Antipodean Properties LLC, Remi Hillsboro LLC, Kerekes Land Trust
Properties LLC, Estates of Boynton Waters Properties LLC, Enclave
at Boynton Waters Properties LLC and Lake Placid Waterfront
Properties LLC own real properties, which on a consolidated basis,
are valued at $125,050,000 based on offers received and $66,781,178
based on the property tax assessed value.
The properties owned by the Debtors constitute the collateral of
secured lender, BI Boca Boynton Portfolio, LLC.
The Debtors filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla.
Case Nos. 15-26141, 15-26143, 15-26148, 15-26152, 15-26155,
15-26156, 15-26162 and 15-26165) on Sept. 8, 2015. The petitions
were signed by John B. Kennelly as manager. Erik P. Kimball is
assigned to the first-filed case (15-26141).
On Oct. 7, 2015, the court ordered the joint administration of the
Debtors' cases under Lead Case No. 15-26155. The Debtors are
represented by Bernice C. Lee, Esq., at Shraiberg, Ferrara &
Landau, P.A.
On August 3, 2016, the court confirmed the Debtors' Chapter 11 plan
of reorganization. The Debtors were substantively consolidated on
a limited basis through the confirmation order.
ENERGY FUTURE: NextEra in Talks to Revive $18.4M Deal for Oncor
---------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy,
reported that NextEra Energy Inc. is in talks aimed at saving its
acquisition of Oncor, one of the country's largest electricity
transmissions businesses, after Texas regulators rejected the deal,
lawyers told a bankruptcy judge.
According to the report, Texas' Public Utility Commission blocked
NextEra's proposed takeover as a transaction not in the public
interest. The "no" from regulators upset not only NextEra's $18.4
billion transaction but also the drive to wrap up one of the
largest bankruptcy proceedings on record, the $42 billion
bankruptcy of Energy Future Holdings Corp., which owns most of
Oncor, the report related.
A bankruptcy-exit plan confirmed earlier this year for Energy
Future is built around the sale of Oncor to NextEra, the report
further related. Now NextEra is "exploring every alternative and
action to try to resuscitate the deal," Howard Seife, Esq., lawyer
for NextEra, said at a bankruptcy-court hearing, the report said.
Chad Husnick, Esq., a lawyer for Energy Future, said at the hearing
that NextEra is attempting to negotiate a settlement with critics
that had urged Texas regulators to kill the deal. A settlement is
one of several options being considered as Energy Future grapples
with the implications of a failure of the deal it was counting on
to bail it out of financial trouble, the report added.
Lawyers for both Energy Future and NextEra said at a
bankruptcy-court hearing they were surprised and disappointed by
the ruling from the Texas PUC but remain committed to finding a way
to close the deal "if at all possible," the report said.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
Agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as
legal advisor, and Centerview Partners, as financial advisor. The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
The second-lien noteholders owed about $1.6 billion, is
represented
by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq. An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only Energy
Future Competitive Holdings Company LLC; EFCH's direct subsidiary,
Texas Competitive Electric Holdings Company LLC; and EFH Corporate
Services Company, and of no other debtors. The Committee has
selected Morrison & Foerster LLP and Polsinelli PC for
representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq.,
Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.
* * *
In December 2015, the Bankruptcy Court confirmed the Debtors'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors. But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."
The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended. The new Chapter 11 plan features
alternative
options for dealing with the Company's stake in electricity
transmission unit Oncor.
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3,
2016.
On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., Pursuant
to
Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors
and EFIH Debtors.
EPICENTER PARTNERS: Emerald May Get 100% at 4% Under New Plan
-------------------------------------------------------------
Sonoran Desert Land Investors LLC, East of Epicenter LLC, and Gray
Phoenix Desert Ridge II LLC filed an amended disclosure statement
in support of their accompanying chapter 11 plan of reorganization,
dated April 2017.
The latest restructuring plan asserts that the Debtors anticipate
Effective Date payments of approximately $1,000,000 for
administrative claims of approximately $650,000, tax claims of
approximately $84,000, the Desert Ridge Community Association of
approximately $5,000, and unsecured payments of approximately
$250,000. Additionally, on or before July 7, 2017, the Debtors will
pay $691,589.85 on the GPD Property located near the northwest
corner of 56th Street and Loop 101 in Phoenix, Arizona.
The first payment to CPF Vaseo Associates, LLC, could be as much as
$514,305.56. This payment could be increased based on a
determination of CPF's secured claim, this payment could be reduced
based on sales of property and proceeds received by CPF or if real
property is transferred to CPF for which the Debtors receive a
credit.
In the event that the Court finds that the Debtors cannot
adequately protect CPF by either granting release prices on the
real property of the July Debtors or allowing the Debtors to
transfer certain real property to CPF in exchange for partial or
full satisfaction of the CPF liens against the Debtors’ property,
the Effective Date payments will be made by the Debtors entering
into a joint venture, exit financing, or contributions from the
current equity holders Bruce and Barbara Gray.
Class 6 under the amended plan consists of a litigation claim
between Emerald Equities and Sonoran and non-debtor parties Gray
Blue Sky Scottsdale Residential Phase 1, LLC and Scottsdale
Renaissance, LLC, the Class 6 claim shall be treated as follows:
The bankruptcy stay will be lifted on the Effective Date, and the
claims between Emerald Equities, LLC on the one hand, and Debtor
Sonoran Desert Land Investors, LLC and its wholly-owned affiliate
Gray Blue Sky Residential Phase I, LLC), currently pending in
Maricopa County Superior Court may proceed to trial in that court.
Sonoran will be bound by the result of that proceeding, and, if the
state court orders in that proceeding, and if necessary cause Gray
Blue Sky to do the same. Should the state court award Emerald
Equities any damages, attorneys' fees or costs against Sonoran,
those damages, fees and/or costs shall be an allowed claim, and
Emerald Equities shall receive payment of 100% of its allowed claim
3 years from the time its claim is allowed, paid quarterly with
interest accrued on unpaid amounts at the rate of 4% per annum,
simple interest. The source of payment of the Class 6 Claim will be
in accordance with and have the same priority as the payment of
Class 5A General Unsecured Claims under the Debtors' Plan.
As reported by the Troubled Company Reporter on April 5, 2017,
Class 5A General Unsecured Claims -- estimated at $2,686,830 –
will receive 100% of their allowed claims over three years, paid
quarterly with interest accrued on unpaid amounts at the rate of 4%
per annum, simple interest. The source of payment of the Class 5A
Claims will be the sale or disposition of the Reorganized Debtors'
real property in excess of release prices set by the Court or as
agreed to by the parties, exit financing, a joint venture, or an
equity contribution. Class 5A is impaired by the Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/azb2-16-05493-491.pdf
About Epicenter Partners
Epicenter Partners LLC was formed in 2004 to acquire, manage, sell
or hold land for investment. Gray Meyer Fannin LLC came into
existence in 2001 and was originally formed to provide development
services for affiliates. Both are fully owned by Gray/Western
Development Company and managed, pursuant to that entity, by Bruce
Gray.
The companies sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016.
Epicenter disclosed $143,212,665 in assets and $66,913,279 in
liabilities.
ESPLANADE HL: Wants Exclusivity Period Extended Through June 14
---------------------------------------------------------------
Esplanade HL, LLC, and its debtor-affiliates, in their second
motion, request the U.S. Bankruptcy Court for the Northern District
of Illinois to extend the exclusive period during which the Debtors
may file a chapter 11 plan of reorganization and solicit
acceptances of such plan, to and including June 14, 2017, and
August 15, 2017, respectively.
The Debtors contend that the requested extensions are realistic and
necessary given the multiple tasks to be completed and issues to be
resolved before a confirmable Plan can be proposed.
The Debtors believe that ample cause exists to support the
requested extensions. The complexity of a debtor's case alone may
constitute cause for extending a debtor’s Exclusive Periods.
While the operations of the Debtors are not overly complex,
accomplishing a broader restructuring of each entity is complex in
light of the fact that each or some of the Properties must be sold
or refinanced prior to the Debtors being able to pay off creditors,
and, necessarily prior to confirming a plan of reorganization or
liquidation (as the case may be).
Further, the extension of the Plan Deadline and Exclusive Periods
will afford the Debtors and all other parties in interest an
opportunity to fully develop the grounds upon which further
negotiations toward a plan of reorganization can be based.
Terminating the Exclusive Periods before this process is complete
would defeat the very purpose of section 1121 of the Bankruptcy
Code – to afford the Debtors a meaningful and reasonable
opportunity to negotiate with creditors and propose and confirm a
consensual plan of reorganization.
The Debtors believe that the two-month extension of the Plan
Deadline and the Exclusive Periods will allow them the necessary
time to focus on continuing on-going negotiations and proceeding
toward a viable plan that will enable the reorganization of the
Debtors.
About Esplanade HL
Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each
filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on
October 17, 2016. The petitions were signed by William Vander
Velde III, sole member and manager.
The Debtors are represented by Harold D. Israel, Esq. and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's
case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's
case is assigned to Judge Donald R Cassling. 9501 W. 144th
Place's
case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere
Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock
Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors
have requested the joint administration of their cases.
Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000. All the other Debtors
estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000. All the other Debtors
estimated assets and liabilities at $1 million to $10 million.
ESSAR STEEL: Capital Partners Eyeing Iron Ore Mine, Mill Project
----------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reports that
Capital Partners LLC filed a nonbinding expression of interest to
compete with SPL Advisors LLC to be the stalking horse bidder for
the almost $2 billion Essar Steel Minnesota LLC iron ore mine and
mill project.
About Essar Steel Minnesota
Essar Steel Minnesota LLC, now known as Mesabi Metallics Company
LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July
8, 2016. The bankruptcy petition was signed by Madhu Vuppuluri,
president and chief executive officer.
The Debtors are represented by Craig H. Averich, Esq., at White &
Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at
Fox Rothschild LLP. Epic Bankruptcy Solutions, LLC, serves as
claims and noticing agent.
The cases are assigned to Judge Brendan Linehan Shannon.
ESML Holdings Inc. estimated assets at $1 billion to $10 billion
and debts at $500 million to $1 billion. Essar Steel Minnesota LLC
estimated assets and debts at $1 billion to $10 billion.
Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016,
appointed the official committee of unsecured creditors of ESML
Holdings, Inc., and its affiliates. The Committee hired Andrew K.
Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel.
David MacGreevey, at Zolfo Cooper, LLC, to serve as financial
advisor. Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware
counsel.
ESSEX CONSTRUCTION: Trustee Taps Protiviti as Financial Advisor
---------------------------------------------------------------
Bradford F. Englander, the Chapter 11 Trustee of Essex
Construction, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Maryland to employ Protiviti Inc., as financial
advisor to the Trustee.
The Trustee requires Protiviti to:
a. assist the Trustee in preparing and maintaining 13-week
cash flow models and budget-to-actual variance reports;
b. assist the Trustee in preparing Monthly Operating Reports;
c. assist the Trustee in accounting, administrative, data
gathering and compliance tasks associated with the Chapter
11 process;
d. assist the Trustee in analyzing, and if appropriate,
object to the claims of the Debtor's creditors and in
negotiating with such creditors;
e. assist the Trustee with monetizing any assets;
f. assist the Trustee with analyzing existing and prospective
construction contracts;
g. assist the Trustee with analyzing its business model and
operations;
h. assist the Trustee on recommended settlements;
i. assist the Trustee with analyzing fraudulent conveyances;
j. prepare tax returns; and
k. perform such other accounting, financial, and consulting
services as requested and as may be required and are deemed
to be in the interest of the Trustee.
Protiviti will be paid at these hourly rates:
Managing Directors $675-$725
Directors and Associate Directors $430-$550
Senior Managers and Managers $310-$410
Senior Consultants & Consultants $210-$300
Protiviti will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Charles R. Goldstein, managing director of Protiviti Inc., 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.
Protiviti can be reached at:
Charles R. Goldstein
PROTIVITI INC.
1 East Pratt Street, Suite 800
Baltimore, MD 21202
Tel: (410) 454-6800
Fax: (410) 649-1111
About Essex Construction, LLC
Essex Construction, LLC, filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-24661) on Nov. 4, 2016. The petition was signed by
Roger R. Blunt, president and chief executive officer. The case is
assigned to Judge Thomas J. Catliota. At the time of filing, the
Debtor estimated assets to be less than $50,000 and liabilities at
$1 million to $10 million.
The Debtor hired Kim Y. Johnson, Esq., at the Law Offices of Kim Y.
Johnson, and N. William Jarvis, Esq., as legal counsel.
The Debtor has Robert Wrightson as executive vice president; Marc
Hunter as executive assistant to the President and CEO; Mr. Curtis
Bowers as marketing director; and BradyRenner and Company, LLC as
accountant.
The Office of the U.S. Trustee appointed Bradford F. Englander,
Esq., as Chapter 11 trustee on March 17, 2017. The court confirmed
the appointment on March 21, 2017. The Chapter 11 trustee is
represented by Bradford F. Englander, Esq. at Whiteford, Taylor &
Preston, LLP. The Trustee hires Protiviti Inc., as financial
advisor.
ETERNAL ENTERPRISE: Allowed to Continue Using Cash Until April 30
-----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut has authorized Eternal Enterprise, Inc., to use cash
collateral through and including April 30, 2017.
The Debtor is authorized to use cash collateral for maintaining its
properties and U.S. Trustee's statutory fees.
The Debtor has claimed that use of cash collateral is necessary to
continue its operations for the benefit of the estate.
Hartford Holdings, LLC, successor in interest to Astoria Federal
Mortgage Corporation, has a duly perfected non-avoidable security
interest in the Debtor's rents.
The Debtor is authorized to use up to $119,497 of cash collateral
and make a reduced adequate protection payment of $503 to Hartford
Holdings, LLC. Accordingly, the Debtor will pay make up payments
in the sum of $35,000 for this period upon receipt of payment for
lost income from the Debtor's insurance policy.
Hartford Holdings is granted replacement liens in all
after-acquired property of the Debtor from the property, and such
liens will be of equal extent and priority to that which the
Astoria enjoyed with regard to the said property at the time the
Debtor filed its Chapter 11 petition.
To the extent that the adequate protection turns out to be
inadequate, Hartford Holdings, will be entitled to a super-priority
administrative expense claim pursuant to the provisions of 11
U.S.C. Sec. 507(b).
In addition, the Debtor is directed to make a direct monthly
payment to the City of Hartford, the sum of $29,219, to be applied
to the real estate tax obligations for the Debtor's several
properties located in the City of Hartford (excluding 360 Laurel
Street) on a pro rata basis.
A continued hearing on use of cash collateral will be held on May
3, 2017 at 1:00 p.m.
A full-text copy of the Order, dated April 14, 2017, is available
at https://is.gd/b8JKsi
March Payments
The Court on April 14, 2017, also entered an order approving
Eternal Enterprise's cash use for March 1 through 30. The Debtor
is authorized to use up to $119,647 of cash collateral and make a
reduced adequate protection payment of $353 to Hartford.
Accordingly, the Debtor will pay make up payments in the sum of
$34,647 for this period upon receipt of payment for lost income
from the Debtor's insurance policy. A full-text copy of the Order,
dated April 14, 2017, is available at https://is.gd/EJkAln
About Eternal Enterprise
Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--
was initially started in 1997 for the purpose of managing and
owning low income apartment buildings in Hartford, Connecticut.
Since its inception, Eternal has been a family business primarily
operated by spouses, Vera Mladen and Dusan Mladen, and their son,
Goran Mladen.
Eternal Enterprises, which owns and manages eight properties
located in Hartford, Connecticut, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014.
Vera Mladen, president, signed the petition.
Judge Ann M. Nevins presides over the case.
Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the
Debtor, while Greene Law, PC, acts as special counsel. Lakeshore
Realty has been tapped as broker to the Debtor.
The Debtor estimated assets at $50,000 to $100,000 and debt at $1
million to $10 million at the time of the Chapter 11 filing.
* * *
On Feb. 8, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization. The Plan proposes
to pay general unsecured creditors in full in cash.
FANTASY JEWELRY: Sept. 13 Plan and Disclosure Statement Hearing
---------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico conditionally approved Fantasy Jewelry
Trading Inc.’s disclosure statement in connection with its plan
of reorganization filed on April 6, 2017.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.
Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan shall be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on Sept. 13, 2017 at 9:00 a.m. at the U.S. Bankruptcy Court, Jose
V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur
Street, Courtroom 3, Third Floor, San Juan, Puerto Rico.
About Fantasy Jewelry
Fantasy Jewelry Trading Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 15-09021) on November 13, 2015.
Paul James Hammer, Esq., at Estrella, LLC as bankruptcy counsel.
FARMERS GRAIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Farmers Grain, LLC
Post Office Box, 1567
Nyssa, OR 97913
Case No.: 17-00450
Business Description: Farmers Grain LLC was founded in 2011. The
Company's line of business includes buying
and marketing grain, dry, soya, and inedible
beans. The Debtor holds a fee simple
interest in a real property located in
Nyssa, Oregon (110, 114, & 255 King Ave),
including all structures and other fixtures
value at $4.13 million.
Chapter 11 Petition Date: April 18, 2017
Court: United States Bankruptcy Court
District of Idaho (Boise)
Judge: Hon. Terry L Myers
Debtor's Counsel: Matthew Todd Christensen, Esq.
ANGSTMAN JOHNSON, PLLC
3649 N. Lakeharbor Lane
Boise, ID 83703
Tel: 208-384-8588
Fax: 208-853-0117
E-mail: mtc@angstman.com
info@angstman.com
Total Assets: $14.10 million
Total Debts: $15.55 million
The petition was signed by Galen Jantz, manager.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bruce Cruickshank COGS $137,398
Connell Grain Growers Services Rendered $32,064
Connell Grain Growers Services Rendered $2,804,178
3132 Road O NE
Moses Lake, WA 98837
DC Land-Mark Combs COGS $680,883
Mark Combs
29863 Farmway Road
Caldwell, ID 83607
DC Land-Mark Combs COGS $413,963
Mark Combs
29863 Farmway Road
Caldwell, ID 83607
Deseret Farms COGS $206,448
Doug Stipe COGS $57,204
Frahm Farm COGS $65,777
Rod Farm
Gavilon COGS $185,340
Harlen Garner COGS $15,965
Hartley Farms & Feedlot COGS $292,512
552 Enterprise Avenue
Nyssa, OR 97913
Jensen Farms, LLC COGS $176,430
Jim Belnap COGS $37,413
JLJ Farms, LLC COGS $149,728
Lansing Trade Group COGS $220,514
Lansing Trade Group COGS $134,878
Lansing Trade Group COGS $41,176
MUA Insurance $12,022
Scott Cruickshank COGS $26,242
WBH Farms COGS $464,670
743 Beet Dump Road
Nyssa, OR 97913
FINJAN HOLDINGS: Posts Record Revenue of $25 Million for Q1
-----------------------------------------------------------
Finjan Holdings, Inc. disclosed it has achieved its strongest
quarter in its public company history with $25 million in revenues
for the first quarter of 2017. Additionally, as of April 10, 2017,
the Company has retired its entire $10.2 million Series A Preferred
Stock financing led by Halcyon Long Duration Recoveries Investments
I LLC.
"Our $25 million in revenues during the first quarter of 2017,
surpassed the $18.3 million in revenues for the full year in 2016.
Our strong financial performance in 2016 and the first quarter of
2017 has enabled us to pay off our Series A Preferred financing in
less than one year. This financial success is a testament to
several years of implementing a focused IP licensing and
enforcement strategy by our experienced team," said Michael Noonan,
Finjan Holding's CFO. "Looking ahead, we are on track to achieve
full year profitability in 2017. With near-term litigation
catalysts, a strong licensing pipeline, and recurring revenue
through our Finjan Mobile subsidiary, we are well positioned for
continued growth and positive cash flow. We look forward to
providing shareholders with a more in-depth update after we file
our 10Q for the period ending March 31, 2017."
About Finjan
Finjan Holdings, Inc., formerly known as Converted Organics --
http://www.finjan.com/-- is a leading online security and
technology company which owns a portfolio of patents, related to
software that proactively detects malicious code and thereby
protects end-users from identity and data theft, spyware, malware,
phishing, trojans and other online threats. Founded in 1997,
Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.
For the year ended Dec. 31, 2016, Finjan reported net income of
$350,000 compared to a net loss of $12.60 million for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Finjan had $18.30
million in total assets, $3.93 million in total liabilities, $13.48
million in redeemable preferred stock and $886,000 in total
stockholders' equity.
FIRST QUANTUM: S&P Affirms 'B-' CCR & Revises Outlook to Positive
-----------------------------------------------------------------
S&P Global Ratings said that it had revised its outlook on
Canada-based copper miner First Quantum Minerals Ltd. (FQM) to
positive from stable. At the same time, S&P affirmed its 'B-'
long-term corporate credit rating on the company as well as S&P's
'B-' issue rating on the company's senior unsecured debt.
The outlook revision follows a significant pick-up in copper spot
prices in 2017, and an upward revision in S&P's price assumptions
for the metal last week. Under S&P's new price assumptions, there
is a greater likelihood that FQM will meet S&P's 5x leverage (debt
to EBITDA) target for a possible upgrade to 'B'. Liquidity has
also strengthened with the issuance of $2.2 billion six- and
eight-year bonds last month and the use of proceeds toward
repayment of shorter tenor bonds and bank loans. The company made
good progress on cost reduction last year, and continue to make
positive strides on its Sentinel project in Zambia and Cobre Panama
project in Panama.
S&P's assessment of FQM's business risk as fair is supported by its
low cost position and high operating margins. This is offset by
risks associated with sizable expansion projects and operating in
Zambia, where royalty, tax, and electricity costs are subject to
considerable uncertainty. Concentration risk on Zambia is also a
factor weighing on the rating, although this is likely to change
from 2019 with the expected commissioning of Cobre Panama.
S&P classifies FQM's financial risk profile as highly leveraged
given the company's adjusted net debt to EBITDA of 5.4x in 2016 and
deeply negative free operation cash flow (FOCF), owing to heavy
expansionary capital expenditures (capex). S&P expects, however,
that FQM will reduce adjusted leverage to below 5.0x over the
coming one to two years, despite its high capex, thanks to
incremental volumes from the ramp-up of Sentinel.
The positive outlook reflects the possibility that FQM will achieve
adjusted leverage of about 5x over the coming one to two years,
which S&P sees as commensurate with a 'B' rating. S&P expects the
company to generate significant negative FOCF in 2017 and 2018
owing to large growth capex. However, S&P sees earnings growing
faster than debt from 2018, thanks to higher production and copper
prices (FQM has largely hedged its copper price for 2017).
Comfortable headroom under debt covenants would also be a
prerequisite for an upgrade.
S&P might revise the outlook to stable in the event of a pronounced
drop in copper, nickel, or gold prices; or operational setbacks or
adverse country risk developments in Zambia along with renewed bank
loan covenant pressure.
FLABEG SOLAR US: Hires Case Sabatini as Accountant
--------------------------------------------------
Flabeg Solar US Corporation seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Case Sabatini as accountant to the Debtor.
Flabeg Solar requires Case Sabatini to prepare, review ad file tax
returns on behalf of the Debtor as well as to provide general
accounting services.
Case Sabatini will be paid at the rate of $350 per hour.
Case Sabatini will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Debra S. Pitschman, member of Case Sabatini, 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.
Case Sabatini can be reached at:
Debra S. Pitschman
CASE SABATINI
Whitehall Towers
470 Street Run Road
Pittsburg, PA 15236-2023
Tel: (412) 881-4411
Fax: (412) 881-4421
About Flabeg Solar US Corporation
FLABEG Solar US Corporation, based in Clinton, PA, filed a Chapter
11 petition (Bankr. W.D. Pa. Case No. 13-23353) on August 9, 2013.
The Hon. Carlota M. Bohm presides over the case. Robert O. Lampl,
Esq. serves as bankruptcy counsel.
In its petition, the Debtor estimated up to $50,000 in assets and
$50,000,001 to $100,000,000 in liabilities. The petition was signed
by William Otto, president.
FLOYD INDUSTRIES: Allowed Until May 31 to Use Cash Collateral
-------------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky has issued a Fourth Amended Final Agreed Order
authorizing Floyd Industries, LLC, with the agreement of the United
Cumberland Bank and Amur Equipment Finance, Inc. f/k/a Axis
Capital, Inc., to use the cash collateral during the period of
December 31, 2016 through May 31, 2017.
The Debtor has borrowed money and received other financial
accommodations from United Cumberland, and has granted United
Cumberland security interests and liens on, among other things, all
of the Debtor's accounts receivable, inventory, equipment, chattel
paper, general intangibles and real estate.
As of the Petition Date, the Debtor's outstanding indebtedness to
United Cumberland Bank is:
Loan #75110 $2,390,281
Loan #75441 $ 753,551
Loan #755803 $ 548,346
The Debtor will maintain at United Cumberland all of its
debtor-in-possession bank accounts and deposit into the DIP Bank
Accounts all proceeds of the United Cumberland Pre-Petition
Collateral and the post-petition collateral.
The Debtor is required to maintain a collateral base consisting of
the cash collateral in an amount not less than $750,000. Borrowing
Base will mean the sum of (a) 75% of the Debtor's Eligible Accounts
Receivable; (b) 50% of the Debtor's Eligible Inventory of finished
goods valued at the lower of cost or market value.
The Debtor has asserted that Axis Capital, Inc. is not entitled to
adequate protection with regard to the Debtor's use of Cash
Collateral, however, Axis Capital has not waived its right to
challenge the Debtor's assertion and/or to move for adequate
protection with regard to the use of cash Collateral or any of the
Debtor's other assets.
The Debtor is directed to make interest only payments to United
Cumberland under Loan # 75110 and Loan # 75441, in the total amount
of $9,250 per month. The Debtor is further directed to make
interest and principal payments to United Cumberland under loan
#755803 in the total amount of $3,500 per month.
United Cumberland is granted first priority postpetition
replacement security interests and liens upon all of the
post-petition property of the Debtor that is similar to the
property on which it held its pre-petition liens, including,
without limitation, all post-petition property of the types
constituting the collateral of their pre-petition liens, all
proceeds and products thereof to secure the amount of the cash
collateral used by the Debtor.
In the event that the adequate protection granted to United
Cumberland fails to adequately protect its interests in the cash
collateral, the pre-petition collateral and/or the post-petition
collateral, United Cumberland will also be granted an
administrative expense claim which will have priority over any and
all administrative expenses.
The Debtor is directed to maintain adequate insurance on its assets
including, general liability coverage naming United Cumberland as a
lender's loss payee and to provide proof of such insurance. The
Debtor is also directed to permit United Cumberland, and the
Committee to visit and inspect any of the properties of the Debtor,
to review the Debtor's financial and accounting records, and to
make copies and take extracts therefrom, to discuss the Debtor's
affairs, finances and business with the Debtor's officers,
consultants and accountants, as well as to perform appraisals or
other valuation analyses of any property of the Debtor.
In addition, the Debtor is directed to promptly provide United
Cumberland, the Committee and their designated representatives any
information or data reasonably requested to monitor the Debtor's
compliance with the covenants and the other provisions of the
Fourth Amended Agreed Order, the Loan Documents, and the Budget.
A full-text copy of the Fourth Amended Final Agreed Order, dated
April 13, 2017, is available at http://tinyurl.com/k2u6ogd
About Chieftain Steel, LLC
Chieftain Steel, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016.
It tapped Constance G. Grayson, Esq., at Gullette & Grayson, PSC,
and Dinsmore & Shohl LLP, as bankruptcy attorneys.
The Official Committee of Unsecured Creditors formed in Chieftain's
Chapter 11 case retained Fox Rothschild LLP as its legal counsel,
Bingham Greenebaum Doll LLP as its local counsel, and Phoenix
Management Services, LLC as its financial advisor.
Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky.
Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis
Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky. At
the time of filing, Floyd Industries had estimated assets and
liabilities of $1 million to $10 million.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Floyd Industries, an affiliate
of Chieftain Steel, as of Nov. 25, 2016, according to the court
docket.
The Chapter 11 cases of Chieftain Steel and Floyd Industries are
jointly administered under Lead Case No. 16-10407.
The Debtors employed Kerbaugh & Rodes, CPAs as accountant and
advisor.
FPMI SOLUTIONS: Hires Larry Strauss as Accountant
-------------------------------------------------
FPMI Solutions, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Larry Strauss,
Esq., CPA & Associates, Inc., as accountant to the Debtor.
FPMI Solutions requires Larry Strauss to:
a. assist the Debtor in the preparation and filing of the
estate's income tax returns and to provide other tax
advice; and
b. provide general accounting services as may be necessary or
appropriate to assist the Debtor in fulfilling its duties
as a debtor in possession.
Larry Strauss will be paid at these hourly rates:
Partners $375
Managers $295
Supervisors $255
Seniors $210
Staff $125
Larry Strauss will be paid a retainer in the amount of $20,000.
Larry Strauss will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Larry Strauss, principal of Larry Strauss, Esq., CPA & Associates,
Inc., 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.
Larry Strauss can be reached at:
Larry Strauss
LARRY STRAUSS, ESQ., CPA & ASSOCIATES, INC.
2310 Smith Avenue
Baltimore, MD 21209
Tel: (410) 484-2142
Fax: (443) 352-3282
About FPMI Solutions, Inc.
Headquartered in Alexandria, Virginia, FPMI Solutions, Inc., is a
government contractor that operates as a business partner to
organizations. The company's federal solutions include human
capital management, human capital outsourcing, and learning
services. Its global/commercial solutions include strategic HR
consulting solutions, recruitment process outsourcing and executive
search, temporary service providers, shared services, and learning
services.
FPMI Solutions, Inc., sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 16-12142) on June 20, 2016. The petition was signed by R.
Mark McLindon, chief executive officer. The Debtor estimated assets
and liabilities in the range of $1,000,000 to $10,000,000.
The Debtor is represented by Paul Sweeney, Esq., at Ymkas, Vidmar,
Sweeney & Mulrenin, LLC. Judge Robert G. Mayer presides over the
case.
FUSE MEDIA: S&P Lowers CCR to 'CCC+' on Higher Refinancing Risk
---------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Glendale, Calif.-based Fuse Media Inc. to 'CCC+' from 'B-'. The
outlook is negative.
At the same time, S&P lowered its issue-level rating on Fuse
Media's senior secured notes due 2019 to 'CCC+' from 'B-'. The '3'
recovery rating is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 50%) of principal
in the event of a payment default.
"The downgrade reflects our view of the heightened refinancing risk
associated with the company's $240 million senior secured notes due
July 1, 2019 given the high adjusted leverage, which was 8.5x as of
Dec. 31, 2016, and negligible to negative cash flow generation in
the foreseeable future," said S&P Global Ratings credit analyst
Dylan Singh.
Fuse Media's business has been pressured by secular decline in
cable subscriptions, especially in the company's target
demographic, and the company's spending on original content has
failed to generate meaningful audience growth or spur advertising
revenues. Furthermore, Fuse Media generates almost 70% of its
revenues from affiliate fees; however, the company's inability to
gain viewership could pose obstacles to renewing carriage
agreements with multichannel video programming distributors (MVPDs)
when they come due in 2020 and 2021. Affiliate fees are revenues
Fuse Media generates from agreements with MVPDs for carriage on a
per-subscriber basis.
S&P's negative outlook reflects its view of Fuse Media's
unsustainable capital structure because of its negative cash flows,
high leverage, and inability to grow its audience ratings and, in
turn, meaningfully grow EBITDA. Although S&P don't expect the
company to face a near-term payment crisis, S&P believes that the
company will face significant refinancing risk when its senior
notes come due in July 1, 2019.
S&P could lower the rating if the company's free operating cash
flow deteriorates faster than the negative $1 million to negative
$2 million that S&P expects annually. This could occur if audience
ratings decline materially, resulting in a decline in advertising
revenues and, in turn, EBITDA. This would lead S&P to revise its
timeframe for a possible default to under 12 months. S&P could
also lower the rating if the company pursues debt restructuring
strategies.
S&P could raise the rating if Fuse is able to demonstrate
significant operational improvement, including finding success in
growing audience ratings through its original content strategy
while generating positive free operating cash flows.
GANDER MOUNTAIN: Has Final Approval on $452-Mil DIP Loan, Cash Use
------------------------------------------------------------------
Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the
District of Minnesota has signed a Final Order authorizing Gander
Mountain Company and Overton's, Inc., to obtain secured,
superpriority postpetition loans, advances and other financial
accommodations from Wells Fargo Bank, National Association, as
administrative agent and collateral agent and the Lenders from time
to time party under the DIP Loan Document.
The Debtors are authorized to request extensions of credit under
the DIP Facility up to an aggregate principal amount of
$452,000,000 at any one time outstanding until the Termination
Date.
Wells Fargo Bank, for the benefit of the DIP Credit Parties, is
granted perfected security interests in and liens on all of the DIP
Collateral, including, without limitation, all property
constituting cash collateral. All obligations owing under the DIP
Credit Agreement and the other DIP Loan Documents are also granted
an allowed superpriority administrative expense claim status.
The Debtors are also authorized to use advances of credit under the
DIP Facility only for the repayment in full in cash of all
remaining Prepetition ABL Obligations upon the entry of the Final
Order and solely for:
(a) postpetition capital expenditures, operating expenses and
other working capital;
(b) certain transaction fees and expenses;
(c) permitted payment of costs of administration of the Cases,
including professional fees;
(d) adequate protection payments to the Prepetition Secured
Creditors; and
(e) expenses permitted under the DIP Loan Documents.
As of the Petition Date, the Debtors had an outstanding secured
debt of not less than $389,570,718 to Wells Fargo Bank, National
Association, as administrative agent and collateral agent, and
various lenders pursuant to that certain Prepetition ABL Credit
Agreement.
The Debtors also had outstanding secured debt not less than
$35,000,000, as of the Petition Date, to Pathlight Capital LLC, as
administrative agent and collateral agent and various lenders
pursuant to that certain Term Loan Credit Agreement.
Wells Fargo Bank and Pathlight Capital are each granted, among
other things, valid and perfected replacement and additional
security interests in, and liens on all of the Debtors' right,
title and interest in, to and under all DIP Collateral. In
addition, Wells Fargo Bank and Pathlight Capital are each granted
an allowed administrative claim against the Debtors' estates to the
extent that the adequate protection liens do not adequately protect
against any diminution in value of their respective interests in
the prepetition collateral.
As additional adequate protection for the Secured Creditors:
(A) on behalf of the Prepetition ABL Creditors, Wells Fargo
Bank will receive:
(a) the current payment of the reasonable and documented
out-of-pocket fees and expenses of the financial advisors and
attorneys of the Prepetition ABL Creditors,
(b) upon the entry of the Final Order, the payment in full
of any remaining Prepetition ABL Obligations, and
(c) upon the earliest to occur of: (i) closing of a sale
of all or substantially all of the Debtors' assets, (ii) May 15,
2017, and (iii) commencement of a Challenge, payment of $250,000
into a non-interest bearing account maintained at Wells Fargo Bank,
National Association to secure contingent indemnification,
reimbursement or similar continuing obligations arising under or
related to the Prepetition ABL Credit Documents.
(B) on behalf of the Prepetition Term Loan Creditors, Pathlight
Capital will receive:
(a) the current payment of the reasonable and documented
out-of-pocket fees and expenses of the financial advisors and
attorneys of the Prepetition Term Loan Creditors,
(b) until repayment in full of the Prepetition Term
Obligations, as well as payment of all accrued and unpaid interest
at the Default Rate as provided in the Prepetition Term Loan
Agreement,
(c) upon the payment in full in cash of all DIP
Obligations and Prepetition ABL Obligations, payment of $500,000
into a non-interest bearing account maintained at First Republic
Bank to secure contingent indemnification, reimbursement or similar
continuing obligations arising under or related to the Prepetition
Term Loan Documents, and
(d) a Consent Fee in the amount of $350,000.
A full-text copy of the Final Order, dated April 14, 2017, is
available at https://is.gd/x58rvL
About Gander Mountain
Gander Mountain Company operates outdoor specialty stores dedicated
for shooting sports, hunting, fishing, camping, marine, apparel,
footwear, and outdoor lifestyle products. Its subsidiary
Overton's, Inc. is a catalog and internet retailer of products for
the recreational boater and other water sports enthusiasts at
http://www.Overtons.com/
Gander Mountain and Overton's Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and
17-30675) on March 10, 2017. The petitions were signed by Timothy
Becker, Executive VP of Lighthouse Management Group, Inc., as CRO.
The cases are assigned to Judge Michael E. Ridgway.
At the time of the filing, the Debtor estimated its assets and
debts at $500 million to $1 billion.
The Debtors' advisors in the restructuring are Fredrikson & Byron,
PA, which serves as legal counsel; Lighthouse Management Group,
chief restructuring officer; Hilco Real Estate LLC, real estate
advisor; and Faegre Baker Daniels LLP, special corporate counsel.
Donlin, Recano & Company Inc. is the Debtors' claims, noticing and
balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors'
Investment Banker.
On March 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee members
are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson
Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor
Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe
and Security Products, Inc.; and (9) DDR Corp.
The Committee hired Jeffrey Cohen, Esq. at Lowenstein Sandler LLP
as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and
Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel.
GENERAL ELECTRIC: To Receive $5M From Former USA Dry CEO
--------------------------------------------------------
Jody Godoy, writing for Bankruptcy Law360, reports that the Fifth
Circuit has ordered former USA Dry Van Logistics CEO Sergio Lagos
to pay about $5 million in legal fees General Electric Capital
Corp. incurred in the bankruptcy resulting from the CEO's fraud.
Law360 recalls Mr. Lagos and other executives pled guilty to
falsifying their company's books to obtain a $38 million loan from
GE Capital in 2013 and were sentenced in 2016.
General Electric Capital is a wholly owned subsidiary of General
Electric and a provider of a select range of financial services
and products to businesses of all sizes around the globe. GE
Capital's five operating segments provide commercial loans and
leases, credit cards, home and personal loans, and aircraft
leasing, among other services.
GOLDEN MARINA: Files Modified Plan; April 25 Exclusivity Hearing
----------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinios will convene a hearing on April 25,
2017, at 10:00 a.m. at 219 South Dearborn, Courtroom 619, Chicago,
to consider the Motion to Extend Exclusive Periods for Filing Plan,
and Obtaining Acceptances of Plan filed by Jeffrey K. Paulsen,
Esq., on behalf of Golden Marina Causeway, LLC.
The Court will also continue the case status hearing on that date.
Mr. Paulsen is with The Law Office of William J. Factor, Ltd.,
counsel to the Debtor.
On April 17, the Debtor delivered to the Court a Modified Chapter
11 Plan of Reorganization that provides for "pro rata percentage"
to be paid to unsecured creditors.
About Golden Marina Causeway, LLC
Golden Marina Causeway LLC owns two parcels of real estate,
located
at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin.
The
parcel at 311 E. Greenfield consists of 47 acres and the smaller
parcel at 302 E. Greenfield is approximately 1 acre.
Golden Marina Causeway, LLC, based in Downers Grove, Illinois,
filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-03587) on
February 5, 2016. The petition was signed by Lawrence D.
Fromelius, manager. The Debtor is represented by Jeffrey K.
Paulsen, Esq., at The Law Office of William J. Factor, Ltd. The
Debtor also hired Nijman Franzetti LLP as special counsel.
Golden Marina's case was assigned to Judge Carol A. Doyle, and
later transferred to the chambers of Judge Donald R. Cassling.
Golden Marina estimated assets and liabilities at $1 million to $10
million at the time of the filing.
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D.
Ill.
Case No. 15-22373) on June 29, 2015. On July 2, 2015, L.
Fromelius
Investment Properties LLC filed a petition for relief under
Chapter
11 of the Bankruptcy Code under Case No. 15-22943.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sole member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC.
GRANDPARENTS.COM INC: Wants to Obtain $1.6-Mil Financing, Use Cash
------------------------------------------------------------------
Granparents.com, Inc. and Grand Cards LLC seek authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
obtain secured postpetition financing not to exceed $1,575,000 from
VB Funding, LLC and to use cash collateral.
On an interim basis, the Debtors seek approval of a total amount of
$225,650 in accordance with the approved Budget, enabling the
Debtors to pay employees and operating expenses during the next 30
days. The Debtors' payroll is bi-weekly in the amount of $38,658,
with the exception of Steve Leber, who is typically paid $10,000 on
a monthly basis.
The proposed budget shows total cash out in the amount of
$1,116,993 for the period from April 21, 2017 through July 28,
2017.
The Debtors propose that the DIP Loan will have the highest
administrative priority and will have priority over all other costs
and expenses of administration of any kind, which will at all times
be senior to the rights of the Debtors, any successor trustees or
estate representatives in these Chapter 11 Cases or any successor
cases.
The Debtors also propose that VB Funding will be granted a senior
priming lien ranking prior to all other claims and liens of the
Debtors, which lien will be senior in priority to all security
interests and liens securing the indebtedness and other obligations
owing under any of the Debtors' prepetition loan and security
agreements.
In addition, the following are the essential terms of the proposed
post-petition financing:
(a) The Debtors will provide VB Funding with bi-weekly reports
which reflect their actual receipts and expenditures for the prior
2 week term, and the percentage variance per line item to the
Approved Budget.
(b) In accordance with the Debtors' motion for a sale of
substantially all of its assets, which has been filed
contemporaneously with the DIP Motion, and as a condition of the
DIP Loan, the Debtors will adhere to the following timeline:
- Proposed hearing on Bid Procedures April 21, 2017
- Advertisements to begin April 28, 2017
- Notice of Executory contracts May 1, 2017
- Bid Deadline May 31, 2017
- File Notice of Qualified Bidders June 1, 2017
- Assignment/Cure Objection Deadline May 31, 2017
- Deadline to Object to sale and Designation of
Qualification May 31, 2017
- Proposed Auction and Sale Hearing June 2, 2017 (at
least 30 days after approval of Bid Procedures)
- Notice of Accepted Service Contracts June 1, 2017 (five
days prior to Closing)
- Closing June 8, 2017 (or 3rd day after resolution of
conditions precedent)
- Proration Notification June 7, 2017
- Date by which closing must occur June 8, 2017
- Deadline for 30 day closing ext. June 7, 2017
(c) The DIP Loan will become due and payable in full on the
earlier of (i) closing of a sale of substantially all of the
Debtors' assets; (ii) failure to adhere to the Approved Budget;
(iii) failure to timely provide any of the Reconciliation Reports,
when due; (iv) failure to adhere to the Sale Timeline, or (v) June
15, 2017.
(d) The Debtors and VB Funding will continue to cooperate to
develop an agreement for a sale of the Debtors' assets free and
clear of liens and claims (under which VB Funding would provide the
stalking horse purchase transaction and be entitled to credit bid
the balance of its prepetition loan plus the DIP Loan).
(e) Carve-Out from DIP Loan not to exceed $130,603,
exclusively for compensation for the COO for 6 months payable at
$21,767 per month, payable upon the earliest of: thirty days
following the closing of a sale of all, or substantially all, of
the assets of the Debtors; or confirmation of a chapter 11 plan of
reorganization or liquidation of the Debtors.
A full-text copy of the Debtors' Motion, dated April 14, 2017, is
available at https://is.gd/VTkxWy
A copy of the Budget is available at https://is.gd/yP5YdS
Granparents.com, Inc. and Grand Cards LLC are represented by:
Steven R. Wirth, Esq.
AKERMAN LLP
401 E. Jackson St., Suite 1700
Tampa, FL 33602
Telephone: (813) 223-7333
Facsimile: (813) 223-2837
E-mail: steven.wirth@akerman.com
-- and --
Eyal Berger, Esq.
AKERMAN LLP
350 East Las Olas Blvd., Suite 1600
Ft. Lauderdale, FL 33301
Telephone: (954) 712- 6071
Facsimile: (954) 847-5374
E-mail: eyal.berger@akerman.com
About Grandparents.com, Inc.
New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market. The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.
Granparents.com, Inc. and Grand Cards LLC filed separate Chapter 11
petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704,
respectively) on April 14, 2017.
The Debtors are represented by Steven R. Wirth, Esq. and Eyal
Berger, Esq., at Akerman LLP.
GREATER ST. PAUL: Hires Belvedere Legal as Counsel
--------------------------------------------------
Greater St. Paul Missionary Baptist Church seeks authority from the
U.S. Bankruptcy Court for the Northern District of California to
employ Belvedere Legal, a Professional Corporation, as counsel to
the Debtor.
Greater St. Paul requires Belvedere Legal to:
a. advise and represent the Debtor to all matters and
proceedings within the Chapter 11 case, other than those
particular areas that may be assigned to special counsel;
b. assist, advise and represent the Debtor in any manner
relevant to a review of its debts, obligations,
maximization of its assets and where appropriate,
disposition thereof;
c. assist, advise and represent the Debtor in the operation
and liquidation of its business, if appropriate;
d. assist, advise and represent the Debtor in the performance
of all of its duties and powers under the Bankruptcy Code
and Bankruptcy Rules, and in the performance of such other
services as are in the interests of the estate;
e. assist, advise and represent the Debtor in dealing with its
creditors and other constituencies, analyzing the claims in
the bankruptcy case and formulating and seeking approval of
a Plan of Reorganization.
Belvedere Legal will be paid at the hourly rate of $495.
Belvedere Legal will be paid a retainer in the amount of $20,000.
Belvedere Legal will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Matthew D. Metzger, principal of Belvedere Legal, a Professional
Corporation, 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.
Belvedere Legal can be reached at:
Matthew D. Metzger, Esq.
BELVEDERE LEGAL, A PROFESSIONAL CORPORATION
777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: (415) 513-5980
Fax: (415) 513-5985
About Greater St. Paul
Missionary Baptist Church
Greater St. Paul Missionary Baptist Church, aka Greater St. Paul
Baptist Church, based in Oakland, CA, filed a Chapter 11 petition
(Bankr. E.D. Cal. Case No. 17-20042) on January 4, 2017. The Hon.
Christopher M. Klein presides over the case. Linnea N. Willis,
Esq., at the Law Office of Linnea N. Willis, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets. The petition was signed by Joseph E. Simons, CEO/Pastor.
GREYSTONE LOGISTICS: Posts $774K Net Income for Third Quarter
-------------------------------------------------------------
Greystone Logistics, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to common stockholders of $773,667 on $8.69 million of
sales for the three months ended Feb. 28, 2017, compared to a net
loss attributable to common stockholders of $200,528 on $5.28
million of sales for the three months ended Feb. 29, 2016.
For the nine months ended Feb. 28, 2017, the Company recorded net
income attributable to common stockholders of $697,337 on $25.75
million of sales compared to a net loss attributable to common
stockholders of $314,263 on $15.27 million of sales for the nine
months ended Feb. 29, 2016.
As of Feb. 28, 2017, Greystone had $25.55 million in total assets,
$25.38 million in total liabilities and $167,847 in total equity.
Greystone had a working capital deficit of $(2,897,949) at Feb. 28,
2017. To provide for the funding to meet Greystone's operating
activities and contractual obligations as of Feb. 28, 2017,
Greystone will have to continue to produce positive operating
results or explore various options including additional long-term
debt and equity financing. However, there is no guarantee that
Greystone will continue to create positive operating results or be
able to raise sufficient capital to meet these obligations.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/tUbXlk
About Greystone Logistics
Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC. Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.
Greystone reported net income attributable to common stockholders
of $271,726 on $26.34 million of sales for the year ended May 31,
2016, compared to net income attributable to common stockholders of
$57,565 on $22.3 million of sales for the year ended May 31, 2015.
GULF PAVING: Court Conditionally Approves Disclosure Statement
--------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida conditionally approved the disclosure statement
filed by Gulf Paving Company, Inc.
Any written objections to the disclosure statement shall be filed
and served no later than seven days prior to the date of the
hearing on confirmation.
The Court will conduct a hearing on confirmation of the Plan on May
25, 2017, at 1:30 p.m. in Tampa, FL Courtroom 9A, Sam M. Gibbons
United States Courthouse, 801 N. Florida Avenue.
Parties in interest shall submit their written ballot accepting or
rejecting the Plan no later than eight days before the date of the
confirmation hearing.
Objections to confirmation shall be filed and served no later than
seven days before the date of the confirmation hearing.
About Gulf Paving Company
Gulf Paving Company, Inc. sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08113) on Sept. 20,
2016. The petition was signed by Timothy B. Lause, president.
At the time of the filing, the Debtor disclosed $2.82 million in
assets and $3.03 million in liabilities.
Richard A Johnston, Jr., Esq., at Johnston Law, PLLC, serves as
the
Debtor's bankruptcy counsel.
The Debtor hired Robert Richardson of Wiltshire, Whitley,
Richardson & English, P.A. as accountant; Michael Kayusa, Esq., as
special counsel; and Maxwell Hendry Simmons Real Estate Appraisers
& Consultants as appraiser.
H&H FARMS: Hires Mullin Hoard as Counsel
----------------------------------------
H&H Farms seeks authority from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Mullin Hoard & Brown, L.L.P.,
as counsel to the Debtor.
H&H Farms requires Mullin Hoard to:
a. prepare all motions, notices, orders and legal papers
necessary to comply with the requisites of the U.S.
Bankruptcy Code and Bankruptcy Rules;
b. counsel the Debtor regarding preparation of Operating
Reports, Motions for Use of Cash Collateral, Motions to
Sell, and development of a Chapter 11 Plan; and
c. provide all other legal services ordinarily associated with
a bankruptcy case.
Mullin Hoard will be paid at these hourly rates:
Partners $150-$450
Paralegals $80-$125
Mullin Hoard was initially hired to work on a matter related to a
dispute with Happy State Bank and was paid a retainer of $7,500 for
the initial services.
Once a decision was made to file bankruptcy, Mullin Hoard received
an additional retainer in the sum of $75,000.
Mullin Hoard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David R. Langston, member of Mullin Hoard & Brown, L.L.P., 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.
Mullin Hoard can be reached at:
David R. Langston, Esq.
MULLIN HOARD & BROWN, L.L.P.
P.O. Box 2585
Lubbock, TX 79408
Tel: 806-765-7491
Fax: 806-765-0553
E-mail: drl@mhba.com
About H&H Farms
H&H Farms, doing business as Hartwell Harvest, sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-20106) on March 31, 2017.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million. The petition was signed by John L.
Hartwell, partner.
Judge Robert L. Jones is assigned to the case.
The Debtor tapped David R. Langston, Esq., at Mullin, Hoard &
Brown, L.L.P., as counsel.
HALT MEDICAL: Has $4.16-Million of Financing From Lead Bidder
-------------------------------------------------------------
Halt Medical, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a motion to obtain senior secured postpetition
financing and use cash collateral pursuant to a
Debtor-in-Possession Credit and Security Agreement with Acessa
DipCo LLC, an affiliate of the stalking horse bidder.
After launching a marketing and bidding process prepetition, the
Debtor on April 11, 2017, executed an asset purchase agreement with
Acessa AssetCo LLC. Acessa AssetCo has committed to acquire
substantially all of the Debtor's assets in a sale (the "Sale")
pursuant to Section 363 of the Bankruptcy Code. The transaction is
conditioned upon approval by this Court, and is subject to higher
or otherwise better competing offers.
In conjunction with the Debtor's prepetition marketing and sale
process, the Debtor and the DIP Lender entered into the DIP
Facility, pursuant to which, among other things, the DIP Lender has
agreed to provide the Debtor with much-needed liquidity in the form
of a senior secured term loan.
During the prepetition marketing process, the Debtor and its
advisors solicited several lenders that regularly provide
third-party DIP financing to explore the prospect of providing a
postpetition facility to the Debtor. None of these parties offered
terms that were equal to or better than those set forth in the DIP
Facility, nor did they provide offer to acquire substantially all
of the Debtor's assets as a going concern.
The Debtor has an urgent and immediate need to obtain postpetition
financing. Under the Debtor's prepetition credit facility, the
Debtor does not have sufficient funds on hand or generated from its
business to fund operations. Without the postpetition financing and
the use of cash collateral, the Debtor would not be able to
maintain operations pending the outcome of an orderly sale process
that will maximize value for all constituents.
The salient terms of the DIP Credit Agreement are:
* Borrower: Halt Medical, Inc.
* Agent and DIP Lender: Acessa DIPCo LLC, an affiliate of Acessa
AssetCo LLC.
* Amount of DIP Facility: The DIP Credit Facility will consist
of a $4.16 million senior secured superpriority term loan credit
facility.
* Maturity Date: Unless extended by the DIP Lender in writing,
borrowings will be repaid in full, and the commitment under the DIP
Facility will terminate, on the earlier of: (a) 120 days after the
Petition Date, (b) the date the Lender accelerates the Obligations
following an Event of Default, (c) the effective date of any
Reorganization Plan which does not meet the requirements of an
Acceptable Plan, (d) the date of closing of any sale of all or a
substantial part of the Collateral, or (f) the date on which the
Lender is granted relief from the automatic stay.
* Priming DIP Lien: The DIP Agent is granted first-priority
priming liens in the Collateral subordinate only to (i) the
Carve-Out, and (ii) Permitted Liens. In addition, the DIP Agent is
granted a superpriority administrative expense claim which is
subordinate to (i) the Carve-Out, and (ii) Permitted Liens.
* Interest Rate: Interest on the DIP Facility will accrue at
Prime (as shown in the Wall Street Journal) + 10% (annualized),
shall be paid-in-kind on a monthly basis, and will be due and
payable on the Maturity Date. Default interest will accrue at
Prime + 15% (annualized) and will be payable in cash on a monthly
basis.
* Fees: Upfront fee of $160,000 and Exit Fee of $160,000
* Conditions Precedent to Initial Loan: The obligation to make
the interim financing available is subject to certain conditions
precedent, including the implementation of a cash management system
reasonably satisfactory to the DIP Lender.
* Superpriority Claim: All DIP Obligations shall be an allowed
superpriority administrative expense claim with priority under
sections 364(c)(1), 503(b) and 507(b) of the Bankruptcy Code and
otherwise over all administrative expense claims and unsecured
claims against the Debtor and its estate.
* Budget and Financial Covenants: The Debtor will comply with
the Budget, subject to a variance from the approved Budget of 15%
of total disbursements (the "Permitted Variances").
* Limitations on Use of Proceeds: No portion of the DIP Facility
or the collateral therefor may be used to commence or prosecute any
action or objection against the DIP Lender with respect to the
claims, liens, or security interests of the DIP Lender.
* Carve-Out: "Carve Out" will mean the following: (i) (a) the
allowed and unpaid professional fees and disbursements for any
professionals retained pursuant to Sections 327, 1102 or 1103(a) of
the Bankruptcy Code by Borrower and the creditor's committee in the
Chapter 11 Case (the "Case Professionals") incurred after the
delivery of a notice of an Event of Default in an aggregate amount
not in excess of $250,000 (in addition to such prepetition
retainers or deposits held by a Case Professional), plus (b) all
professional fees and disbursements of such Case Professionals
incurred prior to the delivery of a notice of an Event of Default
to the extent allowed or later allowed and payable by order of the
Court (which order has not been vacated or stayed, unless the stay
has been vacated) under Sections 328, 330, 331 or 363 of the
Bankruptcy Code and any interim compensation procedures order, but
solely to the extent that the same are set forth in the Budget or
secured by prepetition retainers or deposits held by a Case
Professional; and (ii) (ii) claims for the unpaid fees of the
United States Trustee or the Clerk of the Court payable pursuant to
28 U.S.C. Sec. 1930(a).
* Milestones: The DIP Credit Agreement requires the Debtor to,
among other things:
(i) obtain entry of the Final Order within 30 days of entry
into the DIP Credit Agreement;
(ii) obtain entry of an order approving bidding procedures no
later than 30 days from the Petition
Date;
(iii) conduct a hearing and obtain entry of an order approving
the sale of the Debtor's assets no later than 66 days from the
Petition Date; and
(iv) consummate the Sale no later than 20 days after entry of
an order approving the Sale.
* Events of Default: Usual and customary in transactions of this
type, including, without limitation, conversion of a Debtor's
chapter 11 case to a case under Chapter 7, appointment of a
trustee, examiner with expanded powers or similar insolvency
official or administrator, modification or reversal of any interim
or final orders with respect to the DIP Credit Facility without the
consent of the DIP Lender, failure to comply with sale milestones
and other events.
Prepetition Secured Debt
On March 17, 2014, pursuant to a Note Purchase and Exchange
Agreement, the Debtor obtained debt financing through the issuance
of a series of notes (the "Senior Secured Promissory Notes") in the
original aggregate principal amount of $63,335,341.95, with
additional notes (the "Additional Notes") issued to its majority
shareholder, American Capital. Ltd. ("American Capital"), and a
minority shareholder, John Lewis, IV, in the following amounts: (i)
$3.8 million pursuant to a funding request delivered on April 15,
2014, (ii) $3.8 million pursuant to a funding request delivered on
July 15, 2014, and (iii) $1.9 million pursuant to a funding request
delivered on Oct. 15, 2014. Over a period of approximately three
years thereafter, the Debtor obtained additional loan advances
pursuant to six additional issuances of promissory notes, mainly to
American Capital, in the following amounts: (i) $2 million on Dec.
31, 2014 (the "December Notes"), (ii) $2 million on Feb. 3, 2015
(the "February 2015 Notes"), (iii) $3.75 million pursuant to a
funding request delivered on April 15, 2015 (the "April 2015
Notes"), (iv) $3.75 million pursuant to a funding request delivered
on July 15, 2015 (the "July Notes"), (v) $13 million pursuant to a
funding request delivered on or about Feb. 3, 2016 (the "February
2016 Notes"), and (vi) $690,000 on April 7, 2017 (the "April 2017
Notes"). The Notes bear interest at the rate of 22% per annum, and
their maturity date has been extended to April 30, 2017. The Notes
are secured by a first priority lien on all of the Debtor's assets
(the "Prepetition Liens"). As of the Petition Date, the
outstanding principal and accrued interest under the Notes was not
less than $155,680,599.
As a condition of, and in consideration for, the agreement of the
holders of the prepetition Notes not to object to (i) the priming
of the Prepetition Liens by the DIP Lender or (ii) a sale of the
collateral under Section 363(f) of the Bankruptcy Code free and
clear of the Prepetition Liens, the Debtor executed a general
release of all claims against such holders, subject to such holders
providing a release to the Debtor in connection with a tender offer
being made for such prepetition Notes by an affiliate of the DIP
Lender.
The Pre-Petition Noteholders will receive this adequate protection:
(a) replacement liens and security interests on the Collateral
(subject only to the Carve Out and the DIP Liens), only to the
extent of any diminution in the value of the Collateral; and
(b) an adequate protection super-priority administrative claim
under Section 507(b) of the Bankruptcy Code (subject to the
Carve Out and the DIP Superpriority Claim), only to the extent of
any diminution in the value of the prepetition collateral.
Counsel to the Prepetition Agent:
ARNOLD & PORTER KAYE SCHOLER LLP
601 Massachusetts Avenue, N.W.
Washington DC
Attn: Michael L. Bernstein
E-mail: michael.bernstein@apks.com
Counsel for the Stalking Horse Purchaser:
SMITH, GAMBRELL & RUSSELL, LLP
Suite 3100, Promenade
1230 Peachtree Street, N.E.
Atlanta, Georgia
Attn: Brian P. Hall, Esq.
E-mail: bhall@sgrlaw.com
- and -
WALLER LANSDEN DORTCH & DAVIS, LLP
100 Congress Avenue, Suite 1800
Austin, TX
Attn: Morris D. Weiss, Esq.
E-mail: moriss.weiss@wallerlaw.com
- and -
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, DE
Attn: Adam G. Landis, Esq.
E-mail: landis@lrclaw.com
Copies of the Motion, the Budget and the Credit Agreement are
available at:
http://bankrupt.com/misc/deb17-10810_16_DIP_M_Halt_M.pdf
http://bankrupt.com/misc/deb17-10810_16_DIP_Budget_Halt_M.pdf
http://bankrupt.com/misc/deb17-10810_16_DIP_Agreement_Halt_M.pdf
About Halt Medical
Founded in 2004 and headquartered in Brentwood, California, Halt
Medical, Inc. is a medical device company focused on establishing a
superior standard of care for women with symptomatic uterine
fibroids. Its proprietary and patented product, Acessa, uses radio
frequency ablation to destroy uterine fibroids. Halt Medical also
manufactures the Acessa System which consists of the Acessa
Generator, Guidance System and hand held disposable Handpiece, used
(i) in percutaneous, laparoscopic coagulation and ablation of soft
tissue, including the treatment of symptomatic uterine fibroids
under laparoscopic ultrasound guidance while (ii) enhancing the
ultrasonic image of the Acessa Handpiece to predict its path to
deliver radio frequency ablation to the center of the identified
fibroid.
Halt Medical sought Chapter 11 protection (Bankr. D. Del. Case No.
17-10810) on April 12, 2017.
Drinker Biddle & Reath LLP is serving as lead counsel to the
Debtor, with the engagement led by Steven K. Kortanek, Esq.,
Patrick A. Jackson, Esq., and Joseph N. Argentina, Jr., Esq.
Cooley LLP is the special corporate counsel of the Debtor.
HARKEY OPERATING: Hires Sapientia Law as Attorney
-------------------------------------------------
Harkey Operating Trust seeks authority from the U.S. Bankruptcy
Court for the District of Minnesota to employ Sapientia Law Group,
as attorney to the Debtor.
Harkey Operating requires Sapientia Law to:
a. represent the Debtor in all legal matters arising during
the control of the Debtor's assets, the determination of
claims, negotiations with creditors and third parties;
b. prepare and form of a plan to be presented to the
creditors; and
c. perform such other services as are necessary for the
exercise of any and all rights available to the Debtor.
Sapientia Law will be paid at the hourly rate of $450.
Sapientia Law will be paid a retainer in the amount of $25,000.
Sapientia Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kenneth Edstrom, member of Sapientia Law Group, 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.
Sapientia Law can be reached at:
Kenneth Edstrom, Esq.
SAPIENTIA LAW GROUP
120 South Sixth Street, Suite 100
Minneapolis, MN 55402
Tel: (612) 756-7100
About Harkey Operating Trust
Harkey Operating Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-40660) on March 9,
2017. The petition was signed by Michael E. Harkey, co-trustee.
The case is assigned to Judge Kathleen H. Sanberg. The Debtor hired
Wendy Alison Nora, Esq., at Access Legal Services, as bankruptcy
counsel, and the Law Office of Wayne M. Pressel, Chtd. as special
counsel.
At the time of the filing, the Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.
HARLAND CLARKE: S&P Affirms 'B+' CCR, Off Watch Negative
--------------------------------------------------------
S&P Global Ratings said that it affirmed all of its ratings,
including its 'B+' corporate credit rating, on U.S.-based media
delivery, payment solution, and marketing services provider Harland
Clarke Holdings Corp. (HCHC). At the same time, S&P removed the
ratings from CreditWatch, where it had placed them with negative
implications on April 12, 2017, following the company's announced
acquisition of U.S.-based online coupon site RetailMeNot Inc. The
outlook is negative.
"The negative outlook reflects our view that HCHC's leverage could
remain above about 5x, our threshold for the current rating, over
the next 12 months," said S&P Global Ratings' credit analyst Khaled
Lahlo. "Pro forma for the transaction, we expect adjusted leverage
to be about 5.2x, including our standard adjustments to debt and
EBITDA and RetailMeNot EBITDA."
S&P could lower the corporate credit rating if HCHC's leverage
remains above 5x on a sustained basis. This could result, for
example, from the integration and execution risk associated with
bringing the new segments together while being able to maintain
historical margins. A downgrade could also occur if the company
experiences intensified structural pressures that cause significant
volume declines in check and coupon printing or if the company is
unable to grow EBITDA in its Valassis segment. Any debt-financed
dividends or acquisitions, which would contribute to leverage
remaining above 5x, could also prompt S&P to lower the rating.
S&P could consider revising the outlook back to stable if adjusted
leverage decreases below 5x over the next 12 months. This would
require either EBITDA growth, the company using most of its
discretionary cash flow to repay debt, or a combination of the
two.
HARRINGTON & KING: Cash Collateral Use Extended Through April 28
----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended and continued The
Harrington & King Perforating Co.'s authority to use cash
collateral through April 28, 2017.
The hearing on the Debtor's motion to use cash collateral is
continued to April 27, 2017 at 10:00 a.m.
A full-text copy of the Order, entered on April 14, 2017, is
available at
https://is.gd/u960oR
About The Harrington & King Perforating
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing. Most of the work
is done to customer specifications and consists of high value-added
jobs, not typical of most metal punching. The products are used in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7,
2016. The petitions were signed by Greg McCallister, chief
restructuring officer and chief operating officer. The cases are
jointly administered under Case No. 16-15650. The cases are
assigned to Judge Deborah L. Thorne. The Debtors estimated assets
and liabilities in the range of $1 million to $10 million.
The Debtors are represented by William J. Factor, Esq., at The Law
Office of William J. Factor, Ltd. The Debtors tapped Patricia A.
Shlonsky, Esq., and Ulmer & Berne LLP as Special Counsel; Miles P.
Cahill, Esq. at Spiegel & Cahill, P.C. as Special Workers'
Compensation Counsel; Vito Mitria and the Beacon Management
Advisors LLC as Financial Advisor; Larry Goldwasser and Cushman &
Wakefield of Illinois, Inc. as real estate broker.
The Official Committee of Unsecured Creditors of The Harrington &
King Perforating Co., Inc. and Harrington & King South Inc. retains
Thomas R. Fawkes, Esq. and Brian J. Jackiw, Esq. of Goldstein &
McClintock LLLP as its legal counsel. The Committee tapped John B.
Pidcock and Conway MacKenzie, Inc. as its financial advisor.
HELLER EHRMAN: 9th Cir. Reverses Decision on Paying Ex-Shareholder
------------------------------------------------------------------
Bonnie Eslinger, writing for Bankruptcy Law360, reports that Ninth
Circuit reversed a California bankruptcy court decision ordering
Heller Ehrman LLP to pay a former shareholder almost $1.2 million.
According to Law360, the Ninth Circuit found that the Bankruptcy
Court erred in determining the attorney was not a shareholder at
the time of dissolution.
About Heller Ehrman
Headquartered in San Francisco, California, Heller Ehrman, LLP --
http://www.hewm.com/-- was an international law firm of more than
730 attorneys in 15 offices in the United States, Europe, and Asia.
Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's
dissolution committee led by Peter J. Benvenutti approved a plan
dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis
Montali presides over the case. Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort. The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing. On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.
HOSTESS BRANDS: Announces Pricing of Public Offering
----------------------------------------------------
Hostess Brands, Inc., announced the pricing of a public offering of
approximately 20.1 million shares of its Class A common stock held
by certain of its stockholders at $15.25 per share. The selling
stockholders consist of funds managed by affiliates of Apollo
Global Management, LLC, selling approximately 18.7 million shares;
Gores Sponsor LLC, selling approximately 0.9 million shares; and an
entity controlled by C. Dean Metropoulos, selling approximately 0.5
million shares. The underwriters will have a 30-day option to
purchase up to an additional approximately 3.0 million shares from
the selling stockholders on a pro rata basis. The Company will not
issue shares in the offering and will not receive any proceeds from
the sale of the shares by the selling stockholders in this
offering. Settlement is scheduled for April 18, 2017, subject to
customary closing conditions.
Credit Suisse and Morgan Stanley are acting as joint book-running
managers for the offering and as representatives of the
underwriters. Barclays, Deutsche Bank Securities, RBC Capital
Markets and UBS Investment Bank are also acting as joint
book-running managers for the offering.
This offering will be made only by means of a prospectus and
related prospectus supplement forming a part of the registration
statement initially filed by the Company with the U.S. Securities
and Exchange Commission on Nov. 14, 2016, which has been declared
effective by the SEC.
About Hostess Brands
Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.
Hostess filed for Chapter 11 bankruptcy protection early morning on
Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056)
in White Plains, New York. Hostess Brands disclosed assets of $982
million and liabilities of $1.43 billion as of the Chapter 11
filing.
The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).
In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.
Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.
Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq., at
Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A.
Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.
The official committee of unsecured creditors selected New York law
firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer
and Ken Eckstein head the legal team for the committee.
Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike. The Debtor failed to reach an agreement with
BCTGM on contract changes.
Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million. Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.
The bankruptcy estate has changed its name to Old HB Inc.
HT INTERMEDIATE: S&P Revises Outlook to Pos. & Affirms 'B' CCR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on California-based apparel
retailer HT Intermediate Holdings Corp. to positive from stable. At
the same time, S&P affirmed all ratings, including the 'B'
corporate credit rating.
S&P also affirmed the 'B' issue-level rating on the secured notes.
The recovery rating of '3' indicates moderate (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default. S&P
also affirmed its 'CCC+' issue-level rating on the senior unsecured
notes. The '6' recovery rating indicates negligible (0% to 10%;
rounded estimate: 0%) recovery.
"The outlook revision reflects our view that the combination of the
recent proposed debt repayment, along with relatively good and
stable operating performance, has increased the likelihood that we
could raise the ratings in the next year if the company
demonstrates a track record of less aggressive financial policies,"
said credit analyst Andrew Bove. "We believe good operating
performance will be sustained over the next 12 months as the
company continues to execute on merchandise and positions itself
well to take advantage of pop-culture trends. However, we
recognize that the possibility of a re-leveraging event still
exists, and we would like to see the company establish a longer
track record operating with sustained lower leverage before we
would consider raising the rating."
The positive outlook on HT Intermediate Holdings Corp. indicates an
at least one-in-three chance that S&P could raise the ratings in
the next year. The ratings incorporate S&P's expectation that the
company's financial sponsor will keep leverage comfortably below 5x
on a sustained basis. Pro-forma leverage following the repayment
of the $110 million Holdco PIK notes will be around 3.5x assuming
that the redemption is funded with new equity from the sponsor, and
S&P expects that leverage will remain in the mid-3.0x to mid-4.0x
over the next 12 to 24 months, supported by continued positive
operating performance trends over that time period. The high-end
of S&P's forecasted leverage range accounts for the possibility of
a moderate debt issuance over the next 12 to 24 months to fund a
dividend to the sponsor.
S&P could raise the rating in the next year if it expects the
company to maintain debt to EBITDA at or below 4x and FFO to debt
to be in the high-teens range on a sustained basis. This would be
supported by S&P's view that the likelihood of a significant
re-leveraging event has greatly diminished. Given the sponsor
ownership, S&P would expect a longer track record demonstrating
less aggressive policy before raising the rating and would also
expect continued positive operating trends to support an upgrade.
At this time, S&P's upgrade threshold would indicate about
$100 million of debt capacity for a dividend.
S&P could revise the outlook back to stable if operating
performance is meaningfully below S&P's expectations, driven by
weak consumer spending or merchandising issues that result in
significant margin pressure. This would cause gross margin to
contract around 200 basis points (bps), and sales to grow in the
low-single-digit range (compared with S&P's base-case forecast of
high-single-digit revenue increase) assuming no meaningful change
in debt. Under this scenario, total adjusted debt to EBITDA would
be in the mid-4.0x area. S&P could also lower the rating as a
result of additional debt-financed dividend payments that cause
credit protection measures to materially weaken and leverage to
exceed this threshold.
HUSKY INC: Hires Conde & Associates as Attorney
-----------------------------------------------
Husky, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Puerto Rico to employ the Law Offices of C. Conde &
Associates, as attorney to the Debtor.
Husky, Inc. requires Conde & Associates to:
a. advise the Debtor with respect to its duties, powers and
responsibilities in the bankruptcy case under the laws of
the U.S. and Puerto Rico in which the Debtor in possession
conducts its operations, do business, or is involved in
litigation;
b. advise the Debtor in connection with a determination
whether a reorganization is feasible and, if not, helping
the Debtor in the orderly liquidation of its assets;
c. assist the Debtor with respect to negotiations with
creditors for the purpose of arranging the orderly
liquidation of assets and for proposing a viable plan of
reorganization;
d. prepare on behalf of the Debtor the necessary complaints,
answers, orders, reports, memoranda of law and any other
legal papers or documents;
e. appear before the Bankruptcy Court, or any court in which
the Debtor assert a claim interest or defense directly or
indirectly related to the bankruptcy case; and
f. perform such other services for the Debtor as may be
required in the proceedings or in connection with operation
and involvement with the Debtor's business, including but
not limited to notarial services.
Conde & Associates will be paid at these hourly rates:
Carmen D. Conde $300
Associates $275
Junior Attorney $250
Paralegal $150
Conde & Associates was paid a retainer in the amount of $15,000, by
the Debtor's president, Mr. Edgardo Garcia Rosario.
Conde & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Carmen D. Conde Torres, partner of the Law Offices of C. Conde &
Associates, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Conde & Associates can be reached at:
Carmen D. Conde Torres, Esq.
LAW OFFICES OF C. CONDE & ASSOCIATES
254 San Jose Street, 5th Floor
Old San Juan, PR 00901
Tel: (787) 729-2900
Fax: (787) 729-2203
E-mail: condecarmen@condelaw.com
About Husky, Inc.
Husky, Inc., based in Gurabo, PR, filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 17-02559) on April 12, 2017. Carmen D.
Conde Torres, Esq., at the Law Offices of C. Conde & Associates,
serves as bankruptcy counsel.
In its petition, the Debtor estimated $1.32 million in assets and
$7.63 million in liabilities. The petition was signed by Edgardo
Garcia Rosario, president.
ICAGEN INC: Michael Taglich Has 12.7% Equity Stake as of April 12
-----------------------------------------------------------------
Michael N. Taglich disclosed in a regulatory filing with the
Securities and Exchange Commission that as of April 12, 2017, he
beneficially owns 864,588 shares of Common Stock, $0.001 par value,
of Icagen, Inc. representing 12.7 percent based on 6,393,107 shares
of Common Stock outstanding as of April 12, 2017.
Mr. Taglich is the co-founder, president and chairman of Taglich
Brothers, Inc., an investment banking firm he co-founded in 1991,
and his principal business is investment banking,
Between April 12, 2017, and April 13, 2017, Icagen sold in a
private placement offering to three investors, including Mr.
Taglich, pursuant to a securities purchase agreement entered into
with each investor, 150 units at a price of $10,000 per unit
consisting of (a) a note (the "April 2017 Note") in the principal
amount of $10,000, and (b) a five year warrant (the "April 2017
Investor Warrants") to acquire 1,500 shares of the Common Stock, at
an exercise price of $3.50 per share. The aggregate cash proceeds
to the Issuer from the sale of the 150 April 2017 Units was
$1,500,000.
The April 2017 Notes bear interest at a rate of 8% per annum and
mature on the earlier of (a) the date that is 30 days after the
date of issuance or (b) the closing of the Issuer's next debt
financing. Pursuant to a Security and Pledge Agreement the Notes
are secured by a lien on all of the current assets of Icagen
(excluding the equity of and assets of the Issuer's wholly owned
subsidiary, Icagen-T, Inc.). Amounts overdue bear interest at a
rate of 1% per month.
The April 2017 Investor Warrants have an initial exercise price of
$3.50 per share and are exercisable for a period of five years from
the date of issuance. Each April 2017 Warrant is exercisable for
one share of Common Stock, which resulted in the issuance of
warrants exercisable to purchase an aggregate of 225,000 shares of
Common Stock, of which 75,000 were issued to Mr. Taglich. The
April 2017 Investor Warrants are subject to adjustment in the event
of stock splits and other similar transactions. In addition, Mr.
Taglich has the right to exchange the April 2017 Investor Warrants
for a like number of warrants to be issued to the lender in the
Issuer's next debt financing.
In addition, the Issuer retained Taglich Brothers, Inc. as the
exclusive placement agent in connection with the April 2017
Offering. As compensation for the Placement Agent's services, the
Issuer (a) agreed to pay the Placement Agent a 6% cash commission
on the gross proceeds raised in the 2017 April Offering (excluding
amounts invested by the Issuer's Chairman of the Board, Timothy
Taglich) for a total commission of $60,000, and (b) issued the
Placement Agent the same warrant that the investors received in the
April 2017 Offering exercisable for an aggregate amount of 25,000
shares of Common Stock at an exercise price of $3.50 per share
(2,500 shares of Common Stock for each $100,000 in principal amount
of notes sold, excluding notes sold to the Chairman of the Board).
Mr. Taglich received 7,500 of these April 2017 Placement Agent
Warrants as the designee of the Placement Agent. Mr. Taglich has
the right to exchange the 7,500 April 2017 Placement Agent
Warrants, which were assigned to him by the Placement Agent, for a
like number of warrants to be issued to the lender in the Issuer's
next debt financing
Mr. Taglich participated in the April 2017 Offering by acquiring:
(a) 50 April 2017 Units using $500,000 of his personal funds, (b)
75,000 April 2017 Investor Warrants, and (c) 7,500 April 2017
Placement Agent Warrants.
On March 15, 2017, Mr. Taglich was awarded options exercisable for
10,000 shares of Common Stock at an exercise price of $3.50 per
share for his services as a director, of which are currently vested
or will vest within 60 days of the date of April 18, 2017.
A full-text copy of the Schedule 13D/A is available for free at:
https://is.gd/Lo9q8t
About Icagen
Icagen, Inc., formerly known as XRpro Sciences, Inc., is a
biopharmaceutical company, focuses on the discovery, development,
and commercialization of orally-administered small molecule drugs
that modulate ion channel targets. Its drug candidates include
ICA-105665, a small molecule compound that targets specific KCNQ
ion channels for the treatment of epilepsy and pain, which is in
Phase II clinical trial stage; and a compound that targets the
sodium channel Nav1.7 for the treatment of pain, which is in Phase
I clinical trial stage.
Icagen reported a net loss of $5.50 million in 2016 following a net
loss of $8.67 million in 2015. As of Dec. 31, 2016, Icagen had
$17.16 million in total assets, $20.69 million in total labilities
and a $3.53 million total stockholders' deficit.
RBSM LLP, in New York, issued a "going concern" opinion on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred recurring operating losses,
which has resulted in an accumulated deficit of approximately $27.6
million at Dec. 31, 2016. These conditions among others raise
substantial doubt about the Company's ability to continue as a
going concern.
ICAGEN INC: Robert Taglich Holds 10.5% Equity Stake as of April 12
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Robert F. Taglich disclosed that as of April 12, 2017,
he beneficially owned 707,440 shares of common stock of Icagen
representing 10.5 percent of the shares outstanding. Mr. Taglich
is the co-founder and Managing Director of Taglich Brothers, Inc.,
an investment banking firm he co-founded in 1991, and his principal
business is investment banking.
On April 12, 2017, Icagen sold in a private placement offering (the
"April 2017 Offering") to three investors, including Mr. Taglich,
pursuant to a securities purchase agreement entered into with each
investor, 150 units at a price of $10,000 per unit (the "April 2017
Units") consisting of (a) a note (the "April 2017 Note") in the
principal amount of $10,000, and (b) a five year warrant (the
"April 2017 Investor Warrants") to acquire 1,500 shares of the
Common Stock, at an exercise price of $3.50 per share. The
aggregate cash proceeds to the Issuer from the sale of the 150
April 2017 Units was $1,500,000.
The April 2017 Notes bear interest at a rate of 8% per annum and
mature on the earlier of (a) the date that is 30 days after the
date of issuance or (b) the closing of the Issuer's next debt
financing. Pursuant to a Security and Pledge Agreement the Notes
are secured by a lien on all of the current assets of the Issuer
(excluding the equity of and assets of the Issuer's wholly owned
subsidiary, Icagen-T, Inc. Amounts overdue bear interest at a rate
of 1% per month.
The April 2017 Investor Warrants have an initial exercise price of
$3.50 per share and are exercisable for a period of five years from
the date of issuance. Each April 2017 Warrant is exercisable for
one share of Common Stock, which resulted in the issuance of
warrants exercisable to purchase an aggregate of 225,000 shares of
Common Stock, of which 75,000 were issued to Mr. Taglich. The
April 2017 Investor Warrants are subject to adjustment in the event
of stock splits and other similar transactions. In addition, Mr.
Taglich has the right to exchange the April 2017 Investor Warrants
for a like number of warrants to be issued to the lender in the
Issuer's next debt financing.
In addition, the Issuer retained Taglich Brothers, Inc. as the
exclusive placement agent in connection with the April 2017
Offering. As compensation for the Placement Agent's services, the
Issuer (a) agreed to pay the Placement Agent a 6% cash commission
on the gross proceeds raised in the 2017 April Offering (excluding
amounts invested by the Issuer's Chairman of the Board, Timothy
Tyson) for a total commission of $60,000, and (b) issued the
Placement Agent the same warrant that the investors received in the
April 2017 Offering exercisable for an aggregate amount of 25,000
shares of Common Stock at an exercise price of $3.50 per share
(2,500 shares of Common Stock for each $100,000 in principal amount
of notes sold, excluding notes sold to the Chairman of the Board).
Mr. Taglich received 7,500 of these April 2017 Placement Agent
Warrants as the designee of the Placement Agent. Mr. Taglich has
the right to exchange the 7,500 April 2017 Placement Agent
Warrants, which were assigned to him by the Placement Agent, for a
like number of warrants to be issued to the lender in the Issuer's
next debt financing.
Mr. Taglich participated in the April 2017 Offering by acquiring:
(a) 50 April 2017 Units using $500,000 of his personal funds, (b)
75,000 April 2017 Investor Warrants, and (iii) 7,500 April 2017
Placement Agent Warrants.
A full-text copy of the Schedule 13D/A is available for free at:
https://is.gd/pv9iC3
About Icagen
Icagen, Inc., formerly known as XRpro Sciences, Inc., is a
biopharmaceutical company, focuses on the discovery, development,
and commercialization of orally-administered small molecule drugs
that modulate ion channel targets. Its drug candidates include
ICA-105665, a small molecule compound that targets specific KCNQ
ion channels for the treatment of epilepsy and pain, which is in
Phase II clinical trial stage; and a compound that targets the
sodium channel Nav1.7 for the treatment of pain, which is in Phase
I clinical trial stage.
Icagen reported a net loss of $5.50 million in 2016 following a net
loss of $8.67 million in 2015. As of Dec. 31, 2016, Icagen had
$17.16 million in total assets, $20.69 million in total labilities
and a $3.53 million total stockholders' deficit.
RBSM LLP, in New York, issued a "going concern" opinion on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred recurring operating losses,
which has resulted in an accumulated deficit of approximately $27.6
million at Dec. 31, 2016. These conditions among others raise
substantial doubt about the Company's ability to continue as a
going concern.
IHEARTCOMMUNICATIONS INC: Amends Private Offers to Noteholders
--------------------------------------------------------------
iHeartCommunications, Inc., together with iHeartMedia, Inc. and CC
Outdoor Holdings, Inc., announced that it is amending and extending
the private offers to holders of certain series of
iHeartCommunications' outstanding debt securities to exchange the
Existing Notes for new securities of the Issuers, and the related
solicitation of consents from holders of Existing Notes to certain
amendments to the indentures and security documents governing the
Existing Notes. The Exchange Offers have been amended to increase
the consideration offered to holders of certain series of Existing
Notes. The Exchange Offers and Consent Solicitations were
previously scheduled to expire on April 21, 2017, at 5:00 p.m., New
York City time, and will now expire on April 28, 2017, at 5:00
p.m., New York City time. As of 5:00 p.m., New York City time, on
April 12, 2017, approximately $3.1 million of Existing Notes had
been tendered into the Exchange Offers. iHeartCommunications'
concurrent private offers to lenders under its Term Loan D and Term
Loan E facilities have also been amended and will now expire on
April 21, 2017, at 5:00 p.m., New York City time.
The amendments and extensions to the Exchange Offers will be set
forth in an Amended and Restated Offering Circular and Consent
Solicitation Statement . The amendments will increase the
consideration offered to holders of certain series of Existing
Notes as set forth in the table below:
Amended Offer -- Consideration
For Every $1,000 Principal Amount of Existing Notes
Mid Participation Low Participation
Scenario Scenario
----------------- -----------------
$900 principal amount of $900 principal amount
New 9.0% Senior Secured of New 9.0% Senior
Notes due 2021 of Secured Notes due 2021
iHeartCommunications of iHeartCommunications
$900 principal amount of $900 principal amount of
New 7.0% Senior Secured New 7.0% Senior Secured
Notes due 2023 of Notes Due 2023 of
iHeartCommunications iHeartCommunications
$900 principal amount of $900 principal amount
New 9.25% Senior of New 9.25% Senior
Secured Notes due 2023 Secured Notes due 2023
of iHeartCommunications of iHeartCommunications
$900 principal amount of $900 principal amount of
New 7.0% Senior Secured New 7.0% Senior Secured
Notes due 2024 of Notes due 2024 of
iHeartCommunications iHeartCommunications
$900 principal amount of $900 principal amount of
New 8.625% Senior New 8.625% Senior Secured
Secured Notes due 2025 Notes due 2025
of iHeartCommunications of iHeartCommunications
$350 principal amount of $350 principal amount
New 7.0% Senior Secured of New 7.0% Senior
Notes due 2023 of Secured Notes due 2023
iHeartCommunications of iHeartCommunications
As a result of the amendment to the Offers, the consideration being
offered in the Mid Participation Scenario is the same as the
consideration being offered in the Low Participation Scenario. The
consideration being offered in the High Participation Scenario has
not been amended. iHeartCommunications also expects to make
certain other technical amendments that will be described in the
Amended and Restated Offering Circular.
The Exchange Offers and Consent Solicitations, which are only
available to holders of Existing Notes, will be made pursuant to
the Amended and Restated Offering Circular, and are exempt from
registration under the Securities Act of 1933.
The New Securities, including the new debt of iHeartCommunications
and related guarantees, will be offered only in reliance on
exemptions from registration under the Securities Act. The New
Securities have not been registered under the Securities Act, or
the securities laws of any state or other jurisdiction, and may not
be offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.
The Exchange Offers with respect to the existing priority guarantee
notes are being made, and the New Securities offered to holders
thereof will be issued, to all holders of existing priority
guarantee notes. The Exchange Offer with respect to
iHeartCommunications' Senior Notes due 2021 is being made, and the
New Securities being offered to holders thereof, will be issued
only to holders of Senior Notes due 2021 that are (i) "qualified
institutional buyers" as that term is defined in Rule 144A under
the Securities Act or institutional "accredited investors" as that
term is defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, or (ii) not "U.S. persons" as that term is defined
in Rule 902 under the Securities Act.
Documents relating to the Exchange Offers and Consent Solicitations
will only be distributed to holders of the Existing Notes that
complete and return a letter of eligibility. Holders of Existing
Notes that desire a copy of the letter of eligibility must contact
Global Bondholder Services Corporation, the exchange agent and
information agent for the Offers, by calling toll-free (866)
470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit
the following website to complete and deliver the letter of
eligibility in electronic form:
http://gbsc-usa.com/eligibility/ihc-bondoffers.
A full-text copy of the press release is available for free at:
https://is.gd/lPqlYf
About iHeartCommunications
iHeartCommunications, Inc., formerly known as Clear Channel
Communications, Inc., is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile, social,
live events, on-demand entertainment and information services for
local communities, and uses its unparalleled national reach to
target both nationally and locally on behalf of its advertising
partners. The Company is dedicated to using the latest technology
solutions to transform the company's products and services for the
benefit of its consumers, communities, partners and advertisers,
and its outdoor business reaches over 40 countries across five
continents, connecting people to brands using innovative new
technology.
IHeartcommunications reported a net loss attributable to the
Company of $296.31 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had
$12.86 billion in total assets, $23.74 billion in total liabilities
and a total shareholders' deficit of $10.88 billion.
* * *
iHeartCommunications carries a 'Caa2 Corp.' corporate family rating
from Moody's Investors Service.
As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'. According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.
The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'. The rating outlook is negative. The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.
"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
IHEARTCOMMUNICATIONS INC: Amends Private Term Loan Offers
---------------------------------------------------------
iHeartCommunications, Inc. announced that it is amending and
extending the private offers to lenders under the Company's Term
Loan D and Term Loan E facilities to amend the Existing Term Loans.
The Term Loan Offers have been amended to increase the ratio of
amended term loans to Existing Term Loans. The Term Loan Offers
were previously scheduled to expire on April 14, 2017, at 5:00
p.m., New York City time, and will now expire on April 21, 2017, at
5:00 p.m., New York City time.
The amendments and extensions to the Term Loan Offers will be set
forth in a Supplement No. 4 to the Confidential Information
Memorandum dated April 13, 2017. The amendments will increase the
ratio of amended term loans to Existing Term Loans as set forth
below:
Amended Offer -- Consideration For Every $1,000
Principal Amount of Existing Term Loans
Mid Participation Low Participation
Scenario Scenario
----------------- -----------------
$900 principal amount of $900 principal
new Term Loan F loans amount of new
due 2021 of Term Loan F loans
iHeartCommunications due 2021 of
iHeartCommunications
CVRs of Broader Media CVRs of Broader Media
$900 principal amount of $900 principal amount
new Term Loan G of new Term Loan G
loans due 2021 of loans due 2021 of
iHeartCommunications iHeartCommunications
CVRs of Broader Media CVRs of Broader
Media
As a result of the amendment to the Term Loan Offers, the
consideration being offered in the Mid Participation Scenario is
the same as the consideration being offered in the Low
Participation Scenario. The consideration being offered in the
High Participation Scenario or the Term Loans Only Scenario has not
been amended. iHeartCommunications also expects to make certain
other technical amendments that will be described in Supplement No.
4 to the Confidential Information Memorandum.
The Term Loan Offers, which are only available to holders of
Existing Term Loans, are being made pursuant to the Confidential
Information Memorandum, and are exempt from registration under the
Securities Act of 1933.
The new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc.,
Broader Media, LLC and/or iHeartCommunications being offered in the
Term Loan Offers will be offered only in reliance on exemptions
from registration under the Securities Act. The New Securities
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.
The Term Loan Offers are being made, and the New Securities being
offered to lenders, will be issued only to lenders that are both
(A) "qualified institutional buyers" as that term is defined in
Rule 144A under the Securities Act or institutional "accredited
investors" as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act, or not "U.S. persons" as that term is
defined in Rule 902 under the Securities Act, and (B) "qualified
purchasers" as that term is defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.
Documents relating to the Term Loan Offers will only be distributed
to holders of Term Loans that complete and return a letter of
eligibility. Holders of Existing Term Loans that desire a copy of
the letter of eligibility must contact Global Bondholder Services
Corporation, the tabulation agent and information agent for the
Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774
(banks and brokerage firms) or visit the following website to
complete and deliver the letter of eligibility in electronic form:
http://gbsc-usa.com/eligibility/ihc-termloanoffers.
A full-text copy of the press release is available for free at:
https://is.gd/pg1Dl6
About iHeartCommunications
iHeartCommunications, Inc., formerly known as Clear Channel
Communications, Inc., is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile, social,
live events, on-demand entertainment and information services for
local communities, and uses its unparalleled national reach to
target both nationally and locally on behalf of its advertising
partners. The Company is dedicated to using the latest technology
solutions to transform the company's products and services for the
benefit of its consumers, communities, partners and advertisers,
and its outdoor business reaches over 40 countries across five
continents, connecting people to brands using innovative new
technology.
IHeartcommunications reported a net loss attributable to the
Company of $296.31 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had
$12.86 billion in total assets, $23.74 billion in total
liabilities and a total shareholders' deficit of $10.88 billion.
* * *
iHeartCommunications carries a 'Caa2 Corp.' corporate family rating
from Moody's Investors Service.
As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'. According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.
The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'. The rating outlook is negative. The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.
"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
IMH FINANCIAL: Incurs $12.2 Million Net Loss in 2016
----------------------------------------------------
IMH Financial Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $12.25 million on $33.68
million of total revenue for the year ended Dec. 31, 2016, compared
to a net loss attributable to common shareholders of $18.90 million
on $32.49 million of total revenue for the year ended Dec. 31,
2015.
As of Dec. 31, 2016, IMH Financial had $146.26 million in total
assets, $77.44 million in total liabilities, $32.14 million in
redeemable convertible preferred stock and total stockholders'
equity of $36.67 million.
"While we have been successful in securing financing in recent
years to provide adequate funding for working capital purposes and
have generated liquidity through asset sales and mortgage
receivable collections, if we are not able to liquidate a
sufficient portion of our assets to invest in income producing
assets, our liquidity will likely continue to dissipate.
Nevertheless, we believe that our cash and cash equivalents of
$11.4 million at the end of 2016, and revenues we expect from our
hotel management activities and sale of our legacy loans and real
estate held for sale, will allow us to fund current operations for
a period of one year from the date these financial statements are
issued. As we enter 2017, with the liquidity generated at the end
of 2016 and in early 2017, we expect to turn our attention to
active investment of our capital, including mortgage lending and
other real estate related investments," the Company stated in the
filing.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/3FMo5R
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
IMMACULATA UNIVERSITY: S&P Cuts Bonds Rating to BB, On Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating and underlying
rating (SPUR) to 'BB' from 'BB+' on the Chester County Health and
Education Facilities Authority, Pa.'s bonds issued for Immaculata
University and placed the ratings on CreditWatch with negative
implications.
"The rating action reflects our opinion of the university's trend
of continued enrollment declines and decreasing demand for fall
2016, and declining operating performance over the past five years
that has produced a full-accrual operating deficit in both fiscal
years 2015 and 2016, according to the fiscal 2016 audit," said S&P
Global Ratings credit analyst Charlene Butterfield.
The CreditWatch placement reflects S&P's view of the lack of timely
information from the university. S&P has not received full
enrollment and demand information for fall 2016, nor other
requested information regarding fiscal 2017. Should the university
fail to provide the requested information, S&P expects to withdraw
its rating. S&P expects to resolve the CreditWatch listing within
the next three months.
INTERPACE DIAGNOSTICS: Swaps Secured Note for Convertible Note
--------------------------------------------------------------
Interpace Diagnostics Group, Inc., entered into an amendment and
exchange agreement with an institutional investor pursuant to which
the Company and the Investor agreed to exchange $3,547,775 of the
Company's senior secured note, dated March 23, 2017, for $3,547,775
of the Company's senior secured convertible note, dated April 18,
2017.
The Senior Secured Convertible Note is identical in all material
respects to the Company's senior secured convertible note dated
March 23, 2017, except for the initial conversion price and
requiring stockholder approval to adjust the Conversion Price (as
defined in the Senior Secured Convertible Note) or the right to
substitute the Variable Price (as defined in the Senior Secured
Convertible Note) for the Conversion Price, which provisions have
been waived by the Investor with respect to the March Note. The
initial conversion price of the Senior Secured Convertible Note is
$2.20.
The Exchange Agreement contains customary representations,
warranties and agreements by the Company in favor of the Investor.
The representations, warranties and agreements made by the parties
in the Exchange Agreement were made solely for the benefit of the
parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties, and should not be
deemed to be a representation, warranty or agreement to or in favor
of any other party. In addition, the assertions embodied in any
representations, warranties and agreements contained in the
Exchange Agreement may be subject to qualifications with respect to
knowledge and materiality different from those applicable to
security holders generally. Moreover, such representations,
warranties or agreements were accurate only as of the date when
made, except where expressly stated otherwise. Accordingly, such
representations, warranties and agreements should not be relied on
as accurately representing the current state of the Company's
affairs at any time.
The closing of the Exchange Agreement occurred on April 18, 2017.
The exchange of the senior secured note for the Senior Secured
Convertible Note was made in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended.
Maxim Group LLC acted as agent in connection with the exchange of
the March Note for the Senior Secured Convertible Note. Maxim will
be paid a cash fee of 6.5% of any amount of the Senior Secured
Convertible Note that is converted into shares of Common Stock.
Maxim will be paid a cash fee of 3.25% of any amount of the Senior
Secured Convertible Note that is cash redeemed. If, at the end of
the term of the Senior Secured Convertible Note, any amount of such
note remains outstanding, Maxim will be paid a cash fee of 3.25% of
such remaining amount.
The Senior Secured Convertible Note matures at 125% of the face
value on June 23, 2018, and bears interest quarterly at one and one
hundredth percent (1.01%) per annum (as may be adjusted from time
to time). Under the terms of the Senior Secured Convertible Note,
the Company has the right to require a redemption of a portion (not
less than $500,000) or all of the Senior Secured Convertible Note
prior to their maturity at a price equal to 115% of the principal
amount of the Senior Secured Convertible Note within the first 180
days from the Exchange Date, 120% of the principal amount of the
Senior Secured Convertible Note from the period between 180 and 270
days of the Exchange Date, and 125% of the principal amount of the
Senior Secured Convertible Note on and after 270 days of the
Exchange Date. A mandatory redemption may be required by the
Investor in connection with the occurrence of an event of default
or change of control. In each such event, the redemption price is
subject to a premium on parity, and the Senior Secured Convertible
Note redemption may be subject to a premium on parity if certain
unfavorable conditions exist.
The Senior Secured Convertible Note is convertible into shares of
Common Stock. The Investor may elect to convert all or a portion
of the Senior Secured Convertible Note and all accrued and unpaid
interest with respect to such portion, if any, into shares of
Common Stock at a fixed conversion price of $2.20. In the event
the Company seeks and obtains stockholder approval to issue shares
of Common Stock in connection with the conversion of the Senior
Secured Convertible Note (which determination will be at the
Company's sole discretion) from and after the date of the Exchange
Agreement, the Senior Secured Convertible Note may alternatively be
converted by the Investor at the greater of (i) $0.40 and (ii) the
lowest of (x) the applicable conversion price as in effect on the
applicable conversion date of the applicable Alternative
Conversion, and (y) 88% of the lowest volume-weighted average price
of the Common Stock during the 10 consecutive trading day period
ending and including the date of delivery of the applicable
conversion notice. If the volume-weighted average price of the
Common Stock exceeds 135% of the Fixed Conversion Price, or $2.97,
for five consecutive trading days and no equity conditions failure
then exists, the Company has the option to convert the Senior
Secured Convertible Note into shares of Common Stock at the Fixed
Conversion Price.
The Company will not effect the conversion of any portion of the
Senior Secured Convertible Note, and the Investor will not have the
right to convert any portion of the Senior Secured Convertible
Note, to the extent that after giving effect to such conversion,
the Investor together with any other persons whose beneficial
ownership of the Company's Common Stock could be aggregated with
the Investor's collectively would be in excess of 9.99% of the
shares of Common Stock outstanding immediately after giving effect
to such conversion. Additionally, any such conversion will be null
and void and treated as if never made.
About Interpace Diagnostics
Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc., is focused on developing and commercializing
molecular diagnostic tests principally focused on early detection
of high potential progressors to cancer and leveraging the latest
technology and personalized medicine for patient diagnosis and
management. The Company currently has four commercialized
molecular tests: PancraGen, a pancreatic cyst molecular test that
can aid in pancreatic cyst diagnosis and pancreatic cancer risk
assessment utilizing the Company's proprietary PathFinder platform;
ThyGenX, which assesses thyroid nodules for risk of
malignancy, ThyraMIR, which assesses thyroid nodules risk of
malignancy utilizing a proprietary gene expression assay.
Interpace reported a net loss of $8.33 million on $13.08 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $11.35 million on $9.43 million of net revenue for the year
ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016,
showed $41.77 million in total assets, $35.24 million in total
liabilities and $6.53 million in total stockholders' equity.
BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from continuing operations that raise substantial doubt
about its ability to continue as a going concern.
INTERTAPE POLYMER: S&P Affirms Then Withdraws 'BB-' CCR
-------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'BB-' corporate
credit rating on Intertape Polymer Group Inc. The outlook is
stable.
Subsequently, S&P withdrew all of its ratings on Intertape at the
issuer's request.
IRACORE INTERNATIONAL: S&P Lowers CCR to 'SD' Then Withdraws Rating
-------------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Iracore International Holdings Inc. to 'SD' from 'CCC-'.
At the same time, S&P lowered the issue-level rating on the
company's second-lien secured notes to 'D' from 'CCC-'. The
recovery rating remains '4', reflecting S&P's expectation of
average (30%-50%; rounded estimate: 35%) recovery in the event of
default.
The ratings were then withdrawn at the issuer's request.
The downgrade follows Iracore's announcement that it has closed a
transaction that exchanges all of the company's outstanding senior
secured notes for equity and provides the company with a new term
loan.
S&P considers the transaction a distressed exchange, because at the
close of the transaction, investors received less than what was
promised on the original securities.
ISLA BONITA: Court Extends Confirmation of Plan Period Until May 12
-------------------------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico granted Isla Bonita Investment Holding Company,
Inc.'s request to extend the confirmation of the plan period until
May 12, 2017.
The hearing for final approval of the disclosure statement and the
confirmation of the plan is rescheduled for May 10, 2017, at 2:00
P.M., to be held at the Jose V. Toledo Federal Building and U.S.
Courthouse, 300 Recinto Sur, Courtroom No. 1, Second Floor, San
Juan, Puerto Rico.
The Troubled Company Reporter previously reported that Class 2,
Allowed General Unsecured Claims, is impaired under the plan. The
debt under this class has been estimated by the Debtor in the
amount of no more than $5,269.03, including present value. Holders
of Allowed General Unsecured Claims will be paid in full without
interest.
All claims will be paid with available funds arising from the
Debtor's operations, available cash balance as of the Effective
Date, and the Debtor's continued operations.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-06580-11-37.pdf
About Isla Bonita
Isla Bonita Investment and Holding Co, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 16-06580) on August
18, 2016, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Jose Guillermo
Gonzalez, Esq.
No official committee of unsecured creditors has been appointed in
the case.
ISLAND SOUTH PROPERTIES: Hires McMahon as Attorney
--------------------------------------------------
Island South Properties, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ the
law firm of Brian K. McMahon, P.A., as attorney to the Debtor.
Island South requires McMahon to:
a. give advice to the Debtor with respect to its powers and
duties as a debtor in possession;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
McMahon will be paid at the hourly rate $400.
McMahon was paid the amount of $7,000, of which $2,000 was used for
costs associated with the bankruptcy case. The remaining $5,000
will be applied to fees incurred in the bankruptcy case.
McMahon will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brian K. McMahon, partner of law firm of Brian McMahon, P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
McMahon can be reached at:
Brian K. McMahon, Esq.
BRIAN MCMAHON, P.A.
1401 Forum Way, 6th Floor
West Palm Beach, FL 33401
Tel: (561) 478-2500
Fax: (561) 478-3111
E-mail: brian@bkmbankruptcy.com
About Island South Properties, LLC
Island South Properties, LLC, based in Lake Worth, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-13975) on March
31, 2017. The Hon. Paul G. Hyman, Jr. presides over the case. Brian
K. McMahon, Esq., at the law firm of Brian McMahon, P.A., 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 George W
Huguely, IV, manager member.
J CREW GROUP: Confidentiality Pacts with Noteholders Expire
-----------------------------------------------------------
J. Crew Operating Corp. entered into confidentiality agreements
with certain holders of the 7.75%/8.50% Senior PIK Toggle Notes due
May 1, 2019, issued by Chinos Intermediate Holdings A, Inc., an
indirect parent holding company of the Company, regarding potential
transactions to enhance its capital structure.
On April 13, 2017, the Company made a proposal to the Ad Hoc PIK
Noteholders, which proposal is available for free at:
https://is.gd/la1CMO
On April 13, 2017, the Ad Hoc PIK Noteholders made a
counterproposal to the Company, which is available for free at:
https://is.gd/YLCM4a
The Confidentiality Agreements have expired and no agreement has
been reached among the parties. There are no further discussions
scheduled at this time.
About J. Crew Group
J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories. As of Nov. 22, 2016, the Company operates 287 J.Crew
retail stores, 110 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, the Madewell catalog, and 181
factory stores (including 37 J.Crew Mercantile stores).
For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016. As of Jan. 28, 2017, J. Crew had $1.43
billion in total assets, $2.21 billion in total liabilities and a
total stockholders' deficit of $786.21 million.
* * *
As reported by the TCR on Dec. 16, 2016, S&P Global Ratings lowered
its corporate credit rating on the New York-based specialty
retailer J. Crew Group Inc. to 'CCC-' from 'B-'. "The downgrade
reflects our view that the company's suppressed debt trading prices
could culminate in a distressed debt buyback or debt exchange,"
said credit analyst Helena Song.
JET SERVICES INC: Seeks to Hire Galloway as Legal Counsel
---------------------------------------------------------
Jet Services, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Alabama to hire legal counsel.
The Debtor proposes to hire Galloway, Wettermark, Everest & Rutens
LLP to give legal advice regarding its duties under the Bankruptcy
Code, and provide other services related to its Chapter 11 case.
Galloway does not represent any interest adverse to the Debtor or
its bankruptcy estate, according to court filings.
The firm can be reached through:
Robert M. Galloway, Esq.
Galloway, Wettermark, Everest & Rutens LLP
P.O. Box 16629
Mobile, AL 36616-0629
Tel: (251) 476-4493
Email: bgalloway@gallowayllp.com
- and -
J. Willis Garrett
Galloway, Wettermark, Everest & Rutens LLP
3263 Cottage Hill Rd
Mobile, AL 36606
Tel: (251) 476-4493
Email: wgarrett@gallowayllp.com
About Jet Services Inc.
Jet Services, Inc. is a licensed aircraft charter operator. It
offers jet charter in the United States, Canada, Mexico, Central
America, and the Bahamas as well as other Caribbean destinations.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ala. Case No. 17-01296) on April 7, 2017. The
petition was signed by Robert A. Marks, executive vice-president.
The case is assigned to Judge Henry A. Callaway.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
JOHNS TRUCKING: Hires Hallows and Company as Accountant
-------------------------------------------------------
Johns Trucking, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Utah to employ Hallows and Company, as
accountant to the Debtor.
Johns Trucking requires Hallows and Company to:
a. provide the Debtor with independent guidance, assistance,
and advice;
b. assist the Debtor's counsel Andres Diaz and Diaz & Larsen,
to adequately prosecute the bankruptcy case; and
c. assist the Debtor with the oversight and management of
financial and monthly reporting matters.
Hallows and Company will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Ted Hallows, partner of Hallows and Company, 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.
Hallows and Company can be reached at:
Ted Hallows
HALLOWS AND COMPANY
155 West Main Street
Salina, UT 84654
Tel: (435) 529-3351
About Johns Trucking, Inc.
Johns Trucking Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-20954) on February 13,
2017. The case is assigned to Judge R. Kimball Mosier.
At the time of the filing, the Debtor estimated assets of less than
$1 million.
No trustee, examiner or creditors' committee has been appointed in
the case.
KEN'S FISH: Taps Paul E. Saperstein as Appraiser
------------------------------------------------
Ken's Fish Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire an appraiser.
The Debtor proposes to hire Paul E. Saperstein Co., Inc. to conduct
an appraisal of some of its assets, which include fixtures,
equipment and inventory. The Debtor will use the appraisal result
for the plan of reorganization it will file with the court.
The firm will receive a fee of not more than $1,000.
Saperstein does not hold any interest adverse to the Debtor's
bankruptcy estate and is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm maintains an office at:
Paul E. Saperstein Co., Inc.
144 Centre street
Holbrook, MA 02343
Phone: +1 617-227-6553
About Ken's Fish Inc.
Ken's Fish, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 16-14014) on October 20,
2016. The petition was signed by Kenneth A. Menard, president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
The case is assigned to Judge Joan N. Feeney. The Debtor is
represented by the Law Office of Gary W. Cruickshank. Eric Hartley
& Associates, LLC serves as its accountant.
LEHMAN BROTHERS: $226M Payout to Hike Recovery to 39%
-----------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act and of the
law firm Hughes Hubbard & Reed LLP, initiated a fifth interim
distribution totaling $226 million to thousands of unsecured
general creditors with allowed claims by sending wires and checks
on April 20. Distributions from the LBI estate to unsecured
general creditors will now total 39 percent, or approximately $9
billion.
"We continue to exceed expectations from the start of the
liquidation and take steps to close the estate by making this fifth
significant distribution to general creditors," Mr. Giddens said.
"Work also continues to maximize assets while resolving remaining
disputed claims fully and fairly for LBI creditors."
In March, the Bankruptcy Court approved the Trustee's request for a
fifth interim distribution totaling $228 million. In total, more
than $115 billion has been returned to LBI customers and creditors.
Customers have received $106 billion, fully satisfying the 111,000
customer claims. Most customer claims were fulfilled within weeks
of the liquidation. Secured, priority and administrative creditors
have also received 100 percent distributions.
While the estate remains in a phase of substantial completion, the
potential for any future distribution of this size is not certain.
Additionally, the timing of any future distribution will largely
depend on the outcomes of ongoing litigation where a small number
of claimants have appealed Court rulings upholding the Trustee's
claims determinations.
The progress in the LBI liquidation would not have been possible
without the assistance of the Securities Investor Protection
Corporation and the Securities and Exchange Commission, the
oversight of United States Bankruptcy Court, the Honorable Shelley
C. Chapman, presiding, and the success of the Trustee's
professionals at Hughes Hubbard & Reed LLP and Deloitte.
The Trustee is represented by Hughes Hubbard & Reed LLP.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.
A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI. He is represented by
Hughes Hubbard & Reed LLP.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
LENNAR CORP: Fitch Rates Sr. Unsecured Notes Offering Due 2024 BB+
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR4' rating to Lennar
Corporation's (NYSE: LEN) offering of senior unsecured notes due
2024. The notes will rank pari passu with all other senior
unsecured debt. The company expects to use the net proceeds from
the notes offering for general corporate purposes, including the
repayment of debt, which may include the repayment or repurchase of
the company's $400 million 12.25% senior notes due 2017 and/or its
6.875% senior notes due 2021. The Rating Outlook is Positive.
KEY RATING DRIVERS
Lennar's ratings are based on the company's strong track record
over the past 36-plus years, geographic diversity, customer and
product focus, generally conservative building practices and
effective utilization of return on invested capital criteria as a
key element of its operating model. Additionally, there has been
continuity in Lennar's management during this housing cycle and
Fitch considers this management team to be the deepest among the
public builders within its coverage.
The Positive Outlook reflects Lennar's operating performance in
2014, 2015 and 2016 as well as projected 2017 financial ratios
(especially leverage and coverage), solid liquidity position and
favorable prospects for the housing sector through at least 2017.
Lennar's ratings and Outlook also incorporate the company's
successful execution of its operating model, resulting in a steady
capital structure through the cycle, including net
debt/capitalization levels (excluding $250 million of cash
classified by Fitch as restricted for working capital purposes)
consistently at or below 48% (this ratio was 43% as of Feb. 28,
2017). Given the company's strong cash flow generating ability
during a cyclical downturn, the company's net debt/capitalization
was lowest at the height of the housing downturn at around 30% at
fiscal year-end (FYE) 2007 and FYE2008 (even after reporting
inventory impairment charges of approximately $1.9 billion between
FY2006-FY2008).
WCI ACQUISITION
On Feb. 10, 2017, Lennar completed the acquisition of WCI
Communities, Inc. (WCI), a premier lifestyle-community developer
and luxury homebuilder of single- and multi-family homes, for
approximately $643 million, or $23.50 per share. Lennar elected to
fund the entire merger consideration in cash. Lennar also assumed
WCI's $250 million 6.875% senior notes due 2021.
LAND STRATEGY
Management is executing well on its soft-pivot strategy, wherein
the company is looking to tie up land with a two- to three-year
average life and reduce its overall land supply. Based on
latest-12-month (LTM) closings, Lennar controlled 6.4 years of land
and owned roughly 5.1 years of land as of Feb. 28, 2017, up from
the six-year supply (4.8 years owned) at FYE2016 but down from the
6.8-year supply (5.2 years owned) at FYE2015 and 7.8-year supply
(6.3 years owned) at FYE2014. Lennar's land holdings as of Feb. 28,
2017 include lots controlled from the WCI acquisition.
For the LTM period ending Feb. 28, 2017, Lennar generated $803
million of cash flow from operations (CFFO). In comparison, the
company generated $507.8 million of CFFO during FY16 and had
negative CFFO $419.6 million during FY15. Fitch expects Lennar will
generate CFFO of between $400 million and $600 million during
FY17.
HOUSING CONTINUES MODERATE RECOVERY
The year 2017 could prove to be almost a mirror image of 2016.
Economic growth should be somewhat stronger in 2017, although
overall inflation should be more pronounced. Interest rates will
rise further but demographics and employment growth should be at
least as positive in 2017. First-time buyers will continue to
gradually represent a higher portion of housing purchases, as
millennials make an entry into the home-buying market and credit
qualification standards loosen further. Land and labor costs will
inflate more rapidly than materials costs. New home prices will
continue to benefit from still-restrained levels of new home
inventory, although a greater mix toward first-time/entry-level
products will likely confine new home price appreciation to the low
single digits.
Fitch projects single-family starts will expand 10% while
multi-family volume grows about 1%. Total starts could be
approximately 1.26 million, up 7% from 2016. New and existing home
sales should advance 10% and 1.7%, respectively.
There has been some lessening of affordability as the upcycle in
housing has matured. U.S. home prices have been on an upward
trajectory in recent years. Mortgage rates have also risen since
the U.S. elections, and Fitch expects rates will be 40 basis points
(bps)-50 bps higher, on average, during 2017 compared with 2016.
Longer term, there are regulatory risks, including uncertainty as
to the incoming administration's housing policies.
STRONG BALANCE SHEET
The company's net debt/capitalization (excluding $250 million of
cash classified by Fitch as restricted for working capital
purposes) declined from 46% at FYE2014 to 44% at FYE2015 and 35% at
FYE2016. This ratio was 43% as of Feb. 28, 2017. Debt/EBITDA has
improved from 4.0x at FYE2014 to 3.7x at FYE2015 and 3.2x at
FYE2016. This ratio was 3.9x for the LTM period ending Feb. 28,
2017. The leverage levels as of Feb. 28, 2017 include the debt
incurred to fund the WCI acquisition. Fitch expects Lennar's net
debt/capitalization will be between 35% to 40% while debt to EBITDA
settles around 3x by FYE2017.
Interest coverage rose from 4.3x at the end of FY2014 to 4.7x at
FYE2015, 5.1x at FYE2016 and 5.3x for the Feb. 28, 2017 LTM period.
Fitch expects interest coverage will be above 6x at FYE2017.
Lennar has solid liquidity with unrestricted homebuilding cash of
$640.8 million as of Feb. 28, 2017 and $250 million of borrowings
under its $1.502 billion revolving credit facility (which has an
accordion feature of up to $1.8 billion) that matures in 2020 ($160
million of the commitment matures in June 2018).
The company has meaningful debt maturities in the next two years,
including $400 million of 12.25% notes due June 2017, $400 million
of 4.75% notes due December 2017, $250 million of 6.95% notes due
June 2018, and $275 million of 4.125% notes due December 2018.
Fitch expects the company will use proceeds from the proposed notes
offering to repay its June 2017 maturity. Lennar regularly accesses
the capital markets and Fitch expects the company will refinance a
portion of these debt maturities.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Lennar include:
-- Total housing starts improve 7%, while new and existing home
sales grow 10% and 1.7%, respectively, in 2017;
-- The company's net debt/capitalization is in the 35% to 40%
range while debt/EBITDA is around 3x and interest coverage is
above 6x by FYE2017;
-- Lennar maintains an adequate liquidity position (well above $1
billion) with a combination of unrestricted cash and revolver
availability.
RATING SENSITIVITIES
Fitch would consider upgrading Lennar's Issuer Default Rating (IDR)
to investment grade if it maintains or shows further steady
improvement in credit metrics (such as net debt/capitalization
consistently approaching or below 40%), while preserving a healthy
liquidity position (in excess of $1 billion in a combination of
cash and revolver availability) and continues generating consistent
positive cash flow from operations (CFFO) as it moderates its land
and development spending. Fitch will also evaluate management's
strategy to pay down the debt incurred from the WCI acquisition.
The Rating Outlook could be revised to Stable if there is sustained
erosion of profits and cash flow, resulting in margin contraction
and weakened credit metrics, including net debt/capitalization
consistently between 45% to 50%. The Outlook could also be revised
to Stable if the company undertakes a more aggressive land and
development strategy, debt-funded acquisition, or share buyback
program that results in higher debt levels and weaker credit
metrics, including net debt/capitalization consistently between 45%
to 50%.
Negative rating actions may be considered if there is sustained
erosion of profits due to either weak housing activity, meaningful
and continued loss of market share, and/or ongoing land, materials
and labor cost pressures (resulting in margin contraction and
weakened credit metrics, including net debt/capitalization
sustained above 50%) and Lennar maintains an overly aggressive land
and development spending program that leads to consistent negative
CFFO, higher debt levels and diminished liquidity. In particular,
Fitch will be focused on assessing the company's ability to repay
debt maturities with available liquidity and internally generated
cash flow.
FULL LIST OF RATINGS
Fitch has the following ratings on Lennar Corporation:
-- Long-Term IDR 'BB+';
-- Senior unsecured debt 'BB+/RR4';
-- Unsecured revolving credit facility 'BB+/RR4'.
The Rating Outlook is Positive.
LENNAR CORP: Moody's Rates Proposed $500MM Senior Unsec. Notes Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Lennar
Corporation's proposed $500 million of senior unsecured notes due
2024. Proceeds from the transaction will be used for general
corporate purposes, including the repayment of debt, which may
include the repayment or repurchase of the company's 12.25% senior
notes due 2017 and/or its 6.875% senior notes due 2021.
Lennar's Ba1 Corporate Family Rating, Ba1-PD Probability of
Default, Ba1 rating on the company's existing issues of senior
unsecured notes, and Speculative Grade Liquidity Rating of SGL-1
are unchanged by transaction. The rating outlook is stable.
The following rating actions were taken:
Proposed senior unsecured notes, assigned Ba1 (LGD4);
Corporate Family Rating, unchanged at Ba1;
Probability of Default Rating, unchanged at Ba1-PD;
Existing senior unsecured notes, unchanged at Ba1 (LGD4);
Existing senior unsecured shelf registrations, unchanged at
(P)Ba1;
Existing commercial paper, unchanged at NP;
Speculative Grade Liquidity Rating, unchanged at SGL-1;
Rating outlook, unchanged at stable
RATINGS RATIONALE
The Ba1 Corporate Family Rating reflects Lennar's healthy gross
margins that comp well to its homebuilding peer group; its
exceptionally strong earnings performance; the near elimination of
its formerly outsized recourse joint venture debt exposure; the
substantial tangible equity base; and its ability to generate
healthy order and backlog growth even when the macro statistics
might suggest otherwise. In addition, the company has successfully
managed its investments in new asset classes that are different
from, albeit related to, more traditional homebuilding activities.
At the same time, Lennar's ratings incorporate a somewhat elevated
pro forma adjusted homebuilding debt leverage of approximately 46%
at fiscal year-end 2016 (ended November 30, 2016), which includes
adjustments for the acquisition of WCI Communities, Inc. in
February 2017. In addition, the ratings acknowledge the moderately
long land position and the company's high proportion of speculative
construction. Also, Lennar's propensity to invest in different
asset classes and structures adds an element of further risk to the
company's credit profile. While these investments can and do
generate solid returns and cash, especially during growth periods,
they can also result in sizable write downs, considerable use of
management time, and cash drains, as the joint venture operations
did during the recent downturn, although Lennar's current
investments do not have much in the way of recourse debt. Lastly,
Lennar's proportion of revenues derived from Florida, which are
already somewhat high, will be further increased by the recent WCI
acquisition, as WCI derives 100% of its revenues from Florida.
Lennar's liquidity is supported by its $641 million of unrestricted
homebuilding cash at the end of its first fiscal 2017 quarter
(February 28, 2017); by its expected generation of positive cash
flow from operations; by its $1.5 billion committed senior
unsecured revolving credit facility due mostly in June 2020 that
had $250 million drawn as of the end of its first fiscal quarter,
and by the substantial headroom under its financial maintenance
covenants. The revolving credit facility requires the company to
maintain compliance with minimum tangible net worth, maximum net
debt leverage of 65%, and either a minimum 1.0x liquidity coverage
of last 12 months' interest incurred or a trailing 12 months
interest coverage of 1.5x.
For upgrade consideration, because of the substantial volatility
exhibited by the industry in the past, Lennar must generate
considerable headroom relative to minimum investment grade credit
metrics, namely adjusted debt/capitalization of well below 40%,
EBIT coverage of interest considerably higher than 6x, and GAAP
gross margins in the mid-to-high 20% range. In addition, Lennar
must convince Moody's that it is serious about wanting the
investment grade rating and would avoid actions (such as large
share repurchases, large debt-financed acquisitions, and other
creditor-unfriendly activities) that could jeopardize the
investment grade rating. Finally, Moody's would need to feel
confident that Lennar's metrics could withstand a financial shock
without sinking to low spec grade type levels.
The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; adjusted debt leverage were to
exceed 50% on a sustained basis; and/or liquidity were to be
materially impaired
The principal methodology used in this rating was Homebuilding And
Property Development Industry published in April 2015.
Founded in 1954 and headquartered in Miami, Florida, Lennar
Corporation ("Lennar") is one of the country's largest
homebuilders. The company operates in 17 states and specializes in
the sale of single-family homes for first-time, move-up, and active
adult buyers under the Lennar brand name. Lennar's Financial
Services segment provides mortgage financing, title insurance and
closing services for both buyers of the company's homes and others.
Lennar's Rialto segment is a vertically integrated asset management
platform focused on investing throughout the commercial real estate
capital structure. Lennar's Multifamily segment is a national
developer of multifamily rental properties. Total company revenues
were approximately $10.95 billion, and total consolidated net
income was $912 million for the fiscal year that ended November 30,
2016.
LENNAR CORP: S&P Rates Proposed Sr. Unsecured Notes Due 2024 'BB'
-----------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB' issue-level
rating to Miami-based homebuilder Lennar Corp.'s proposed senior
unsecured notes due 2024. The recovery rating is '3', indicating
S&P's expectation of meaningful (50% to 70%, rounded estimate: 65%)
recovery in the event of default. The company will use the
proceeds for general corporate purposes, which may include the
repayment or repurchase of its 12.25% senior notes due 2017 and/or
its 6.875% senior notes due 2021.
The 'BB' corporate credit rating and stable outlook on Lennar Corp.
are unchanged. S&P's business risk assessment reflects the
national scale of Lennar's operations, which are geographically
diversified across a number of relatively attractive regional
homebuilding markets. It also reflects S&P's expectations for
moderate sales growth as the company pivots toward a shorter
duration land strategy, which should enable it to generate cash and
focus on improving its operating margins. S&P's assessment of
Lennar's financial risk profile is based on the company's credit
measures, including leverage and interest coverage ratios of about
2.9x and 5.7x, respectively, as of November 2016. S&P expects its
assessment of the company's financial risk profile to remain
unchanged for the remainder of 2017.
Ratings List
Lennar Corp.
Corporate Credit Rating BB/Stable/--
New Rating
Lennar Corp.
Senior Unsecured
Senior notes due 2024 BB
Recovery Rating 3(65%)
LIVING WORD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Living Word Faith Center
7900 West Fuqua Drive
Missouri City, TX 77489
Case No.: 17-32381
Business Description: The Debtor is a non-profit corporation
that owns a church located at 7900
W Fuqua, Missouri City, TX valued at $2
million. Gross revenue for 2016 was
$402,744 compared to gross revenue of
$465,245 in 2015.
Chapter 11 Petition Date: April 19, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Jeff Bohm
Debtor's Counsel: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
E-mail: margaret@mmmcclurelaw.com
Total Assets: $2.05 million
Total Liabilities: $1.65 million
The petition was signed by Bishop John L. Hickman, Jr., bishop.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb17-32381.pdf
LOST ACRES: Proposes Plan to Exit Chapter 11 Protection
-------------------------------------------------------
Lost Acres, LLC on April 11, 2017, filed with the U.S. Bankruptcy
Court for the Northern District of Indiana its latest disclosure
statement, which explains its proposed plan to exit Chapter 11
protection.
Under the plan, Class 3 claims of Bank of Wolcott and Jeri Lynn
Harmon will remain secured by existing mortgages held by both
secured creditors.
The claims will be amortized ratably over 20 years, payable
commencing March 1, 2018 and annually thereafter and pro-rata based
on the amount of the debt in level installments of $50,000 per
annum including interest form petition at 5%.
Lost Acres' only unsecured creditor is Doug McGill, holder of a
judgment for $100,000 entered on Feb. 24 in an adversary case.
After payments of claims in Classes 1 to 3, Mr. McGill will receive
the net profits until his claim is paid in full.
Meanwhile, the company's shareholders shall retain their equity,
according to the company's amended disclosure statement.
Lost Acres will pay monthly and will pay all classes from net
profits. If the company fails to make any payment due pursuant to
the plan, and such is not cured within 30 days after written notice
to the company, then the creditors not paid will retain
"Schrader Real Estate," which will sell the real estate, business,
and fixtures to the highest bidder without reservation of bid.
Creditors can credit bid their remaining claims.
A copy of the amended disclosure statement is available for free at
http://bankrupt.com/misc/LostAcres_1DS041117.pdf
Lost Acres is represented by:
David A. Rosenthal, Esq.
410 Main Street
Lafayette, IN 47901
Tel: (765) 423-5375
Fax: (765) 423-2597
E-mail: darlaw@nlci.com
About Lost Acres LLC
Based in Monticello, Indiana, Lost Acres LLC was formed in 2003 by
David Pavy, a Colorado resident, who then developed the Lost Acres
RV and Campground on 78 acres in White County. The Debtor operates
the Lost Acres RV Park and Campground on 58 acres, and 20 acres is
cash rented at $3,500.00 per annum.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Indiana Case No. 15-40390) on August 11, 2015.
The petition was signed by Angela M. Holbrook, member. The case is
assigned to Judge Robert E. Grant.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
M.B. UNLIMITED: Hires Martinez as Counsel
-----------------------------------------
M.B. Unlimited, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Richard W.
Martinez, APLC, as counsel to the Debtor.
M.B. Unlimited requires Martinez to:
a) advise and consult with the Debtor concerning questions
arising in the conduct of the administration of the estate
and concerning the Debtor's rights and remedies with regard
to the estate's assets, the claims of secured, preferred,
and unsecured creditors and other parties in interest;
b) appear for, prosecute, defend, and represent the Debtor's
interests in suits arising in or related to the bankruptcy
case;
c) investigate and prosecute preference and other actions
arising under the Debtor in Possession's avoiding powers;
d) assist in the preparation of such pleadings, motions,
notices and orders as are required for the orderly
administration of the case; and to consult with and advise
the Debtor in connection with the operation of its
business;
e) present a disclosure statement and obtain approval; and
f) present a plan of reorganization and obtain confirmation of
the plan.
Martinez will be paid at these hourly rates:
Richard W. Martinez $350
Associates $150-$250
Law Clerks $75-125
Martinez will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard W. Martinez, partner of Richard W. Martinez, APLC, 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.
Martinez can be reached at:
Richard W. Martinez, Esq.
RICHARD W. MARTINEZ, APLC
228 St. Charles Ave., Suite 1311
New Orleans, LA 70130
Tel (504) 525-3343
E-mail: richard@rwmaplc.com
About M.B. Unlimited, Inc.
M.B. Unlimited, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Case No. 17-10903) on April 11, 2017, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Richard W. Martinez, Esq., at Richard W. Martinez,
APLC.
M/I HOMES: Fitch Affirms B+ IDR & Revises Outlook to Positive
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings of M/I Homes, Inc. (NYSE:
MHO), including the company's Issuer Default Rating (IDR) at 'B+'.
The Rating Outlook has been revised to Positive from Stable.
KEY RATING DRIVERS
MHO's ratings reflect the company's execution of its business model
in the current housing environment, its conservative land policies,
management's demonstrated ability to manage land and development
spending, healthy liquidity position, and improving credit metrics.
Risk factors include the cyclical nature of the homebuilding
industry, the company's somewhat limited geographic diversity, and
MHO's relatively high speculative inventory levels.
The Positive Outlook reflects Fitch's expectation that MHO will
continue to improve its credit metrics and maintain a solid
liquidity position in this modestly improving housing market. The
company has also enhanced its credit profile, recently expanding
into new markets and controlling about 55% of its land holdings
through options.
IMPROVING CREDIT METRICS
MHO's net debt (undiscounted homebuilding debt less unrestricted
homebuilding cash) to capitalization ratio fluctuated from 42.2% at
the end of 2014 to 44.9% at the conclusion of 2015 and 41.1% at the
end of 2016. Debt to EBITDA improved from 4.2x at the end of 2014
to 4.0x at the end of 2015 and 2016. Interest coverage rose from
3.1x during 2014 to 3.4x for 2015 and 2016.
Fitch expects further modest improvement in these credit metrics,
including debt to EBITDA at or below 4.0x and interest coverage
above 4.0x by the end of 2017. Additionally, Fitch projects net
debt to capitalization to be around 40% by the end of 2017.
HEALTHY LIQUIDITY POSITION
The company ended 2016 with $33.4 million of unrestricted cash and
$322.6 million of borrowing availability under its $400 million
revolving credit facility that matures in October 2018. The company
has no major debt maturities until September 2017, when $57.5
million of convertible senior subordinated notes become due. (The
convertible notes have a conversion price of $23.80 per share.
MHO's stock is currently above $25). The next maturity is in 2018,
when $86.3 million of convertible senior subordinated notes become
due.
HOUSING CONTINUES MODERATE RECOVERY
The year 2017 could prove to be almost a mirror image of 2016.
Economic growth should be somewhat stronger in 2017, although
overall inflation should be more pronounced. Interest rates will
rise further but demographics and employment growth should be at
least as positive in 2017. First-time buyers will continue to
gradually represent a higher portion of housing purchases, as
millennials make an entry into the home-buying market and credit
qualification standards loosen further. Land and labor costs will
inflate more rapidly than materials costs. New home prices will
continue to benefit from still-restrained levels of new home
inventory, although a greater mix toward first-time/entry-level
products will likely confine new home price appreciation to the low
single digits.
Fitch projects single-family starts will expand 10% while
multi-family volume grows about 1%. Total starts could be
approximately 1.26 million, up 7% from 2016. New and existing home
sales should advance 10% and 1.7%, respectively.
There has been some lessening of affordability as the upcycle in
housing has matured. U.S. home prices have been on an upward
trajectory in recent years. Mortgage rates have also risen since
the U.S. elections, and Fitch expects rates will be 40 basis points
(bps)-50 bps higher, on average, during 2017 compared with 2016.
Longer term, there are regulatory risks, including uncertainty as
to the incoming administration's housing policies.
LAND STRATEGY
Following the significant reduction of its land supply during
2006 to 2009, MHO began to focus on growing its business in late
2009 by investing in new communities and entering new markets.
Total lots controlled increased 37.2% in 2012, 39.6% in 2013, 4.5%
in 2014, 8.2% in 2015 and 2.9% in 2016.
As of Dec. 31, 2016, the company controlled 23,064 lots, of which
44.9% were owned and the remaining lots controlled through options.
Based on LTM closings, MHO controlled 5.1 years of land and owned
roughly 2.3 years of land. MHO has one of the highest percentage of
lots under option and one of the lowest owned-lot positions among
the builders in Fitch's coverage.
The company spent roughly $407.8 million on land and development
during 2016 ($227.6 million for land and $180.2 million for
development) compared with $437.8 million expended on land and
development during 2015 ($232.7 million for land and $205.1 million
for development), $382.0 million spent during 2014 ($237.7 million
for land and $144.3 million for development), and $323.6 million in
total spending during 2013. For 2017, MHO expects total land and
development spending will be between $500 million and $550 million.
MHO generated $34.2 million of cash flow from operations during
2016 due to slightly higher profitability and lower land and
development spending. Fitch expects the company will be modestly
cash flow negative in 2017 as MHO anticipates increasing its land
and development spending this year.
Fitch is comfortable with this strategy given the company's healthy
liquidity position, well-laddered debt maturity schedule and
management's demonstrated ability to manage its spending,
particularly management's discipline in pulling back on spending
during a cyclical downturn.
SPECULATIVE INVENTORY
MHO ended 2016 with 996 speculative (spec) homes, of which 376 were
completed. Total specs at the end of 2016 were 14% higher from
year-end 2015. This translates into about 5.6 specs per community,
a modest increase from the 5 specs per community in 2015.
The company has spec homes in order to facilitate delivery of homes
on an immediate-need basis. Of the total number of homes closed in
2016 and 2015, 48% and 52%, respectively, were spec homes, which
included both homes started as spec and homes that were started
under a contract that were later cancelled and became spec
inventory. In general, spec homes carry a lower margin compared
with pre-sold homes, as was particularly the case during the sharp
housing downturn. However, the margin differential during the past
four years has narrowed and at times been comparable with pre-sold
homes.
MHO also builds inventory homes in most of its communities to
support their Ready Now Homes program, which offers homebuyers the
opportunity to close on certain new homes in 60 days or less.
SOMEWHAT LIMITED GEOGRAPHIC DIVERSITY
MHO currently offers homes for sale in 178 communities within 15
markets located in nine states. In 2010, the company entered the
Houston, Texas market. MHO expanded into the San Antonio, Texas
market through the acquisition of a small homebuilder in 2011 and
entered Austin, Texas during 2012 and Dallas/Fort Worth in 2013.
The company entered the Minneapolis/St. Paul market in December
2015 with the acquisition of the residential homebuilding
operations of Hans Hagen Homes, Inc., a privately held homebuilder.
In July 2016, MHO entered the Sarasota, Florida market by opening a
new division.
The company has a strong presence in most of its markets. According
to management, MHO has a top 5 position in Columbus and Cincinnati,
OH, Indianapolis, IN, Chicago, IL, and Tampa, FL. The company also
has a top 10 position in Minneapolis/St. Paul, MN, Orlando, FL, and
San Antonio, TX.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for MHO include:
-- Total industry housing starts improve 7%, while new and
existing home sales grow 10% and 1.7%, respectively, in 2017;
-- Homebuilding revenues grow 8%-10% during 2017;
-- MHO's net debt to capitalization ratio settles around 40% at
the end of 2017 while debt to EBITDA is at or below 4.0x and
interest coverage is above 4.0x;
-- The company is modestly cash flow negative during 2017;
-- MHO maintains an adequate liquidity position (above $200
million) with a combination of unrestricted cash and revolver
availability.
RATING SENSITIVITIES
Fitch could consider upgrading the IDR to 'BB-' if MHO shows steady
improvement in credit metrics (such as net debt to capitalization
ratio consistently beneath 45%); if MHO demonstrates stable
performance in the new markets it has entered; and the company
preserves a healthy liquidity position (cash and revolver
availability to adequately cover debt maturities over the next two
years and any cash flow shortfall in the next 12 months). Fitch
will also take into account MHO's ability to refinance its upcoming
debt maturities in considering the upgrade of the IDR to 'BB-'.
The Outlook may be revised to Stable if the housing recovery stalls
and MHO's credit metrics weaken from current levels, including net
debt to capitalization consistently above 45%.
Negative rating actions may be considered if there is sustained
erosion of profits due to either weak housing activity, meaningful
and continued loss of market share, and/or ongoing land, materials
and labor cost pressures (resulting in margin contraction and
weakened credit metrics, including net debt to capitalization
sustained at or above 50%). If MHO's liquidity position (cash plus
revolver availability) falls sharply and cannot cover maturities
over the next two years and any cash flow shortfall in the next 12
months, this would also pressure the rating.
LIQUIDITY
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings for M/I Homes, Inc.:
-- Long-term IDR at 'B+';
-- Senior unsecured notes at 'BB-'/'RR3';
-- Unsecured revolver at 'BB-'/'RR3';
-- Convertible senior subordinated notes at 'B-'/'RR6';
-- Series A non-cumulative perpetual preferred stock at
'CCC+'/'RR6'.
The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes
indicates good recovery prospects for holders of this debt issue.
MHO's exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debt holders. The 'RR6' on MHO's
convertible senior subordinated notes and preferred stock indicates
poor recovery prospects in a default scenario. Fitch applied a
liquidation valuation analysis for these RRs.
MAXUS ENERGY: Lakeview Bluffs Objects to Disclosures Approval
-------------------------------------------------------------
Lakeview Bluffs, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware an objection to the approval of the amended
disclosure statement for the amended Chapter 11 plan of liquidation
proposed by Maxus Energy Corp., et al., and the Official Committee
of Unsecured Creditors.
Lakeview Bluffs and debtor Tierra Solutions, Inc., are parties to a
99-year Ground Lease Agreement dated as of Feb. 21, 2001, as
amended by letter agreement on April 8, 2003, and as further
amended by a Second Amendment dated March 22, 2004, and Third
Amendment dated Jan. 29, 2007, with regard to property located in
Painesville, Ohio, presently owned by Tierra. Lakeview Bluffs is
the Lessee, and Tierra is the lessor.
Lakeview Bluffs complains that the Disclosure Statement fails to
satisfy the purpose of 11 U.S.C. Section 1125 because it is
impossible to determine what treatment Lakeview Bluffs will receive
under the Plan. There is no mention of the ground lease, the
indemnity obligations under the ground lease, or how the Debtors'
ongoing obligations under the ground lease will be treated at all
in the Disclosure Statement. It is unclear whether the Debtor
intends to honor its financial and contractual obligations under
the ground lease after emerging from bankruptcy. To the extent the
ground lease is assumed or "passes through" bankruptcy in full
force and effect, unmodified and unimpaired by the Plan, it is
unclear whether Lakeview Bluffs will have priority claims under 11
U.S.C. Sections 503(b) and 507(a)(1).
Lakeview Bluffs objects to the Disclosure Statement because the
Disclosure Statement fails to specify the treatment of Lakeview
Bluffs under the Plan. Ideally, the Disclosure Statement should
provide that Lakeview Bluffs is a holder of a secured claim under
the Plan to the extent of the value of its collateral and otherwise
is a holder of an administrative claim against the Debtors'
estates. Furthermore, the Plan should not prejudice, impair,
waive, limit or otherwise affect the respective rights, claims and
defenses of Lakeview Bluffs regarding any agreement or collateral
that secures Lakeview Bluffs' claims. The Plan should not release,
compromise, or otherwise affect in any way Lakeview Bluffs' rights.
The Debtors should agree that the Debtors should not be entitled
to transfer the property that is the subject of the Ground Lease
unless and until Lakeview Bluffs has been paid all amounts due to
Lakeview Bluffs or otherwise been provided with adequate protection
that Lakeview Bluffs' rights under Section 365(h) of the Bankruptcy
Code are not being impaired.
The Objection is available at:
http://bankrupt.com/misc/deb16-11501-1151.pdf
Lakeview Bluffs is represented by:
CROSS & SIMON, LLC
Christopher P. Simon, Esq.
1105 North Market Street, Suite 901
Wilmington, Delaware 19801
Tel: (302) 777-4200
Fax: (302) 777-4224
E-mail: csimon@crosslaw.com
-- and --
Joel L. Herz, Esq.
LAW OFFICES OF JOEL L. HERZ
3573 E. Sunrise Drive, Suite 215
Tucson, Arizona 85718
Tel: (520) 529-8080
Fax: (520) 529-8077
E-mail: joel@joelherz.com
As reported by the Troubled Company Reporter on April 7, 2017, the
Debtor filed with the Court its latest disclosure statement, which
explains its proposed Chapter 11 plan of liquidation. Under the
latest liquidation plan, Class 4 General Unsecured Claims of
Creditors Electing Cash Option will recover 5.6%, while Class 4
General Unsecured Claims (LT Class A) will recover up to 100%.
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.
The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MAXUS ENERGY: Passaic Valley Sewerage Tries to Block Disclosures OK
-------------------------------------------------------------------
Passaic Valley Sewerage Commission filed with the U.S. Bankruptcy
Court for the District of Delaware an objection to the approval of
the amended disclosure statement for the amended Chapter 11 plan of
liquidation proposed by Maxus Energy Corp., et al., and the
Official Committee of Unsecured Creditors.
PVSC has statutory claims against the Debtors in connection with
the Passaic River clean-up at the Diamond Alkali Site located in
the State of New Jersey.
According to the PVSC, the Debtors have not paid their fair share
of EPA Oversight Costs, continuing EPA Oversight Costs, any changes
in cost related to the RI/FS Scope of Work and other administrative
project costs.
In summary, the Amended Disclosure Statement as proposed cannot be
approved because it, and the Amended Plan to which it relates,
suffer from fundamental deficiencies.
The Debtors, through the Amended Plan and the Amended Disclosure
Statement, attempt to gain creditors' support of treatment that
only favors a few creditors and unfairly freezes out other
creditors from the process.
PVSC claims that, among others:
a. the Amended Plan and Amended Disclosure Statement violate
the best interest of creditors test articulated in Section
1129(a)(7), which requires that a plan of reorganization
provide non-consenting impaired creditors with at least as
much as they would receive if the debtor was liquidating
in Chapter 7;
b. the separate classification of claims in Class 4 and Class
5 is improper and irrational. Furthermore, it favors
Occidental, CPG, and the EPA; and
c. yet another area of discrepancy in treatment of the
creditors is the composition of the Liquidating Trust
Oversight Committee, which consists of three members
appointed by Occidental and two members appointed by CPG.
Other PRPs should be represented on this committee as
well.
The Objection is available at:
http://bankrupt.com/misc/deb16-11501-1153.pdf
As reported by the Troubled Company Reporter on April 7, 2017, the
Debtor filed with the Court its latest disclosure statement, which
explains its proposed Chapter 11 plan of liquidation. Under the
latest liquidation plan, Class 4 General Unsecured Claims of
Creditors Electing Cash Option will recover 5.6%, while Class 4
General Unsecured Claims (LT Class A) will recover up to 100%.
PVSC is represented by:
David H. Stein, Esq.
WILENTZ, GOLDMAN & SPITZER, P.A.
90 Woodbridge Center Drive
Suite 900 Box 10
Woodbridge, NJ 07095-0958
Tel: (732) 636-8000
E-mail: dstein@wilentz.com
Jason A. Gibson, Esq.
THE ROSNER LAW GROUP LLC
824 N. Market Street, Suite 810
Wilmington, DE 19801
Tel: (302) 777-1111
E-mail: gibson@teamrosner.com
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.
The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MAXUS ENERGY: Passaic Valley Sewerage Tries to Block Disclosures OK
-------------------------------------------------------------------
Passaic Valley Sewerage Commission filed with the U.S. Bankruptcy
Court for the District of Delaware an objection to the amended
disclosure statement for the Chapter 11 plan of liquidation filed
by Maxus Energy Corp., et al., and the Official Committee of
Unsecured Creditors.
PVSC has statutory claims against the Debtors in connection with
the Passaic River clean-up at the Diamond Alkali Site located in
the State of New Jersey.
The Debtors have not paid their fair share of EPA Oversight Costs,
continuing EPA Oversight Costs, any changes in cost related to the
RI/FS Scope of Work and other administrative project costs.
PVSC says that in summary, the Amended Disclosure Statement as
proposed cannot be approved because it, and the Amended Plan to
which it relates, suffer from fundamental deficiencies.
PVSC claims that the Debtors, through the Amended Plan and the
Amended Disclosure Statement, attempt to gain creditors' support of
treatment that only favors a few creditors and unfairly freezes out
other creditors from the process.
A copy of the Objection is available at:
http://bankrupt.com/misc/deb16-11501-1153.pdf
PVSC is represented by:
David H. Stein, Esq.
WILENTZ, GOLDMAN & SPITZER, P.A.
90 Woodbridge Center Drive
Suite 900 Box 10
Woodbridge, NJ 07095-0958
Tel: (732) 636-8000
E-mail: dstein@wilentz.com
-- and --
Jason A. Gibson, Esq.
THE ROSNER LAW GROUP LLC
824 N. Market Street, Suite 810
Wilmington, DE 19801
Tel: (302) 777-1111
E-mail: gibson@teamrosner.com
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr.
D. Del., Case No. 16-11501) on June 17, 2016. The Debtors
intend to use the breathing spell afforded by the Bankruptcy
Code to decide whether their existing environmental remediation
operations and oil and gas operations can be restructured as a
sustainable, stand-alone enterprise.
The Debtors have engaged Young Conaway Stargatt & Taylor,
LLP as local counsel, Morrison & Foerster LLP as general
bankruptcy counsel, Zolfo Cooper, LLC as financial advisor
and Prime Clerk LLC as claims and noticing agent, all are
subject to the Bankruptcy Court's approval.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley
Research Group, LLC, serves as financial advisor for the
Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MAXUS ENERGY: Repsol Tries to Block Disclosures Approval
--------------------------------------------------------
Repsol, S.A., filed with the U.S. Bankruptcy Court for the District
of Delaware an objection to the approval of the amended disclosure
statement for the amended Chapter 11 plan of liquidation proposed
by Maxus Energy Corp. and et al. and the Official Committee of
Unsecured Creditors.
Repsol claims that the Disclosure Statement fails to provide
"adequate information" concerning the Plan. According to Repsol,
the Disclosure Statement as currently drafted fails to adequately
inform parties in interest and does not enable them to make
informed judgments concerning the proposed Plan due to missing
information, vague descriptions of causes of action and a complete
lack of justification for the included releases, injunctions and
exculpations.
Repsol objects to the approval of the Disclosure Statement
because:
a. Section V.M. of the Disclosure Statement, which repeats
the "Retention of Jurisdiction" provision found in Article
XIV of the Plan, fails to provide any explanation as to
why the proposed retention of jurisdiction is appropriate
or how it is in keeping with applicable law. More
specifically, the Disclosure Statement states that the
Plan asserts that this Court "shall retain exclusive
jurisdiction over all matters . . . including . . . to
hear and determine . . . the Repsol Causes of Action"; and
b. it fails to provide adequate information regarding the
allegedly-existing Repsol Causes of Action. Unlike the
alleged YPF Causes of Action, which receive about three-
and-a-half pages worth of descriptions (including a
rebuttal apparently authored by YPF), Disclosure Statement
Section III.K.-L., the alleged Repsol Causes of Action are
not described at all. In fact, the term "Repsol Causes of
Action" only appears twice in the entire Disclosure
Statement, with both instances of its use being in
sections of the Disclosure Statement that are merely
repeating sections of the Plan verbatim. This is clearly
not "information of a kind, and in sufficient detail . . .
that would enable a hypothetical reasonable investor
typical of holders of claims or interests of the relevant
class to make an informed judgment about the plan."
The Objection is available at:
http://bankrupt.com/misc/deb16-11501-1172.pdf
As reported by the Troubled Company Reporter on April 7, 2017, the
Debtor filed with the Court its latest disclosure statement, which
explains its proposed Chapter 11 plan of liquidation. Under the
latest liquidation plan, Class 4 General Unsecured Claims of
Creditors Electing Cash Option will recover 5.6%, while Class 4
General Unsecured Claims (LT Class A) will recover up to 100%.
Repsol is represented by:
Robert J. Dehney, Esq.
Curtis S. Miller, Esq.
Daniel B. Butz, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: rdehney@mnat.com
cmiller@mnat.com
dbutz@mnat.com
-- and --
Robert Lemons, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
E-mail: robert.lemons@weil.com
-- and --
Edward Soto, Esq.
WEIL, GOTSHAL & MANGES LLP
1395 Brickell Avenue
Suite 1200
Miami, Florida 33131
Tel: (305) 577-3100
Fax: (305) 374-7159
E-mail: edward.soto@weil.com
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.
The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MAXUS ENERGY: Unsecureds to Recoup 7.9%-100% Under Amended Plan
---------------------------------------------------------------
Maxus Energy Corporation, et al., and the Official Committee of
Unsecured Creditors filed with the U.S. Bankruptcy Court for the
District of Delaware an amended disclosure statement dated April
17, 2017, referring to the Debtors’ amended Chapter 11 plan of
liquidation.
Under the Amended Plan, these Class 4 General Unsecured Claims are
impaired by the Plan:
a. General Unsecured Claims (Creditors Electing Cash Option) --
estimated at $5,449 -- with recovery of 7.9%; and
b. General Unsecured Claims (LT Class A) -- estimated at
$706,096 -- with recovery of 60.5%–100%.
The Amended Plan provides for the creation of a liquidating trust
to, among other things, liquidate and distribute the liquidating
trust assets for the benefit of the liquidating trust
beneficiaries. The Liquidating Trust will receive all the assets
of the Estates other than the Debtors' owned real property or
assets related to the real property. In particular, the
Liquidating Trust will receive and prosecute the causes of action
held by the Debtors against the YPF entities, the Debtors' most
valuable asset. The Liquidating Trust will be funded from the
proceeds of the Liquidating Trust Promissory Note and the
Liquidating Trust Facility.
The Amended Plan also provides that the environmental
response/restoration trust will receive Class B Beneficial
Interests in the Liquidating Trust, and that the Environmental
Response/Restoration Trust will distribute the amounts received on
account of the Class B Beneficial Interests pursuant to the ERRT
Waterfall set forth in Article IX of the Amended Plan. The
Environmental Response/Restoration Trust will be funded from the
proceeds of the liquidating trust promissory note.
In addition, the Plan provides for the creation of a property
trust, the purpose of which is to receive, hold title to, ensure
the security of, and provide potentially responsible parties with
access to the PT Properties until the properties are sold or
otherwise disposed of.
The Property Trust will be funded from the proceeds of the
Liquidating Trust Promissory Note.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-11501-1210.pdf
As reported by the Troubled Company Reporter on April 7, 2017, the
Debtors filed with the Court a disclosure statement, which explains
the proposed Chapter 11 plan of liquidation. Under that plan,
Class 4 general unsecured claims are divided into two groups:
Projected Approximate
Amount of Allowed Claims/ Projected
Designation Equity Interests ($000s) Recovery
----------- ----------------------- --------
General Unsecured $5,718 5.6%
Claims (Creditors
Electing Cash Option)
General Unsecured $708,243 60.1-100%
Claims (LT Class A)
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.
The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors’
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MAXUS ENERGY: Wisconsin Electric Objects to Disclosures Approval
----------------------------------------------------------------
Wisconsin Electric Power Company and Wisconsin Gas, LLC, filed with
the U.S. Bankruptcy Court for the District of Delaware an objection
to the approval of the amended disclosure statement dated March 28,
2017, for the amended Chapter 11 plan of liquidation dated March
28, 2017, proposed by Maxus Energy Corp. and et al. and the
Official Committee of Unsecured Creditors.
We Energies and Maxus Energy Corporation, among others, have been
identified as potentially responsible parties under the federal
Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C.A. Section 9601 et. seq. for the costs of response to
releases of hazardous substances at or from property commonly
referred to as the Milwaukee Solvay Coke and Gas site, located at
311 East Greenfield Avenue in the City of Milwaukee, County of
Milwaukee, State of Wisconsin. In January 2007, the U.S. EPA
entered into an Administrative Settlement Agreement and Order on
Consent (AOC) with certain PRPs, including We Energies and Maxus
for the conduct of a Remedial Investigation/Feasibility Study
covering portions of the Site.
We Energies claims that the Amended Disclosure Statement doesn't
contain adequate information. According to We Energies, it appears
that the Debtors do not intend to fund any of Maxus' future
financial obligations at the Site and will not transition the Site
to Occidental Chemical Corporation. The Debtors' recitation
regarding the status and terms of a termination agreement are not
accurate. The PRP Group and the Debtors have not "tentatively
agreed to a termination agreement", but rather are in the early
stages of discussing a possible agreed termination. Moreover, the
PRP Group has not committed to reimburse Maxus upon completion of
the RI/FS for the funds it contributed to a financial assurance
trust. In any event, the termination, if agreed upon, would only
address work under the Participation Agreement. The remainder of
We Energies' claim remains fully intact.
We Energies believes these issues/questions are unclear or
unanswered in the Amended Disclosure Statement:
a. which claims qualify as "Environmental Claims for the
Diamond Alkali Site that are not Class 4 Environmental Claims" such
that they are categorized as Class 5 Claims;
b. what are the terms of the settlement of OCC's claim, the
CPG's claim and the DOJ's claim;
c. to the extent the settlement of OCC's claim and the CPG's
claim includes allowance of contingent, unliquidated claim amounts,
what is the basis for allowing those amounts;
d. to the extent the settlement of OCC's claim and the CPG's
claim includes allowance of contingent, unliquidated claim amounts,
will all claims with contingent, unliquidated amounts be allowed
and if not, what is the basis for differential treatment of claims
in the same class (Class 4); and
e. why did the value of Alter Ego Litigation claims increase
from $0 to $584 million in the motion to approve settlement with
YPF to "between $500 million to $2.5 billion" in the Amended
Disclosure Statement (Exhibit D).
The Objection is available at:
http://bankrupt.com/misc/deb16-11501-1158.pdf
We Energies is represented by:
Christopher P. Simon, Esq.
Kevin S. Mann, Esq.
CROSS & SIMON, LLC
1105 N. Market Street, Suite 901
Wilmington, Delaware 19801
Tel: (302) 777-4200
Fax: (302) 777-4224
E-mail: csimon@crosslaw.com
kmann@crosslaw.com
-- and --
Arthur Vogel, Esq.
Lauren Beslow, Esq.
QUARLES & BRADY LLP
300 North LaSalle Street, Suite 4000
Chicago, Illinois 60654
Tel: (312) 715-5000
Fax: (312) 715-5155
E-mail: matthew.vogel@quarles.com
lauren.beslow@quarles.com
As reported by the Troubled Company Reporter on April 7, 2017, the
Debtor filed with the Court its latest disclosure statement, which
explains its proposed Chapter 11 plan of liquidation. Under the
latest liquidation plan, Class 4 General Unsecured Claims of
Creditors Electing Cash Option will recover 5.6%, while Class 4
General Unsecured Claims (LT Class A) will recover up to 100%.
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.
The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MENA STEEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mena Steel Buildings, Inc.
2500 Bethesda Rd
Mena, AR 71953
Case No.: 17-70983
Business Description: Founded in 1972, Mena Steel Buildings, Inc.
is engaged in the construction of
nonresidential buildings.
It is the 50% owner of a commercial building
and acreage located at 2500 Bethesda Rd
in Mena, Arkansas Pt NW SE NE SW,
19-02-30, PCA, containing 19.47 acres
site including several metal buildings.
Based upon an appraisal of March 17, 2017,
the assessed value of the property is
$245,950 and the appraised value is
$400,000.
Chapter 11 Petition Date: April 19, 2017
Court: United States Bankruptcy Court
Western District of Arkansas (Fort Smith)
Judge: Hon. Ben T Barry
Debtor's Counsel: Donald A. Brady, Jr., Esq.
AADR
805 S Greenwood Ave
Fort Smith, AR 72901
Tel: 479-784-9221
Fax: (479) 631-8052
E-mail: aadrbk@gmail.com
Total Assets: $1.10 million
Total Liabilities: $915,328
The petition was signed by Bryan Hebert, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/arwb17-70983.pdf
MF GLOBAL: Court Rules Against Co-Op's Bid for Suit Dismissal
-------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the Hon.
Martin Glenn of the U.S. Bankruptcy Court for the Southern District
of New York has rejected Heartland Co-Op's argument that MF Global
Holdings Ltd.'s $1.7 million lawsuit for gains on over-the-counter
derivatives trades that predate the 2011 bankruptcy should be
dismissed.
According to Law360, Judge Glenn found that Heartland Co-Op had a
sufficient heads-up that it could face litigation. Judge Glenn
rejected the bid for dismissal because it failed to preserve claims
against the co-op in its Chapter 11 liquidation plan, approved in
2013, Law360 relates.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a Chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Martin Glenn presides over the Chapter 11 case. J. Gregory
Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy
counsel. The Garden City Group, Inc., serves as claims and
noticing agent. The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MF GLOBAL: Settlement Dispute Belongs in Bermuda, Insurers Say
--------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that former MF
Global excess insurers Allied World Assurance Company Ltd.,
Iron-Starr Excess Agency Ltd., Ironshore Insurance Ltd. and Starr
Insurance & Reinsurance Ltd., told the Bankruptcy Court that their
dispute with MF Global over providing payment to satisfy a global
settlement belongs in arbitration in Bermuda.
Law360 relates that the Debtor argued the insurers need to post a
$60 million bond to proceed.
About MF Global
New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world. The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York. MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.
On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.
On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases. At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.
On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810). On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.
On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.
The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets. Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan. As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%. Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company. As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee. Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.
MONTCO OFFSHORE: Hires DLA Piper as Counsel
-------------------------------------------
Montco Offshore, Inc. and Montco Oilfield Contractors, LLC, seek
approval from the US Bankruptcy Court for the Southern District of
Texas, Houston Division, to employ DLA Piper LLP (US) as counsel.
The legal services DLA Piper will perform are:
(a) advising the Debtors of their rights, powers and duties as
debtors and debtors in possession while operating and managing
their respective businesses and properties under chapter 11 of the
Bankruptcy Code;
(b) preparing on behalf of the Debtors all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and reviewing
all financial and other reports to be filed in these chapter 11
cases;
(c) advising the Debtors concerning, and preparing responses
to, applications, motions, other pleadings, notices and other
papers that may be filed by other parties in these chapter 11
cases;
(d) advising the Debtors with respect to, and assisting in the
negotiation and documentation of, financing agreements and related
transactions;
(e) reviewing the nature and validity of any liens asserted
against the Debtors' property and advising the Debtors concerning
the enforceability of such liens;
(f) advising the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
(g) advising and assisting the Debtors in connection with any
potential property dispositions;
(h) advising the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;
(i) advising the Debtors in connection with the formulation,
negotiation and promulgation of a plan or plans of reorganization,
and related transactional documents;
(j) assisting the Debtors in reviewing, estimating and
resolving claims asserted against the Debtors estates;
(k) commencing and conducting litigation necessary and
appropriate to assert rights held by the Debtors, protect assets of
the Debtors' chapter 11 estates or otherwise further the goal of
completing the Debtors' successful reorganization; and
(l) providing non-bankruptcy services for the Debtors to the
extent requested by the Debtors.
The DLA professionals and paraprofessionals expected to be most
active in the Debtors' chapter 11 cases and their current hourly
rates are:
Vincent P. Slusher, Partner, Dallas $835 per hour
David E. Avraham, Associate, Chicago $655 per hour
Adam C. Lanza, Associate, New York $565 per hour
Sherry Faulkner, Paralegal, Dallas $265 per hour
Vincent P. Slusher, partner in the law firm DLA Piper LLP, attests
that neither he, nor DLA, nor any partner, of counsel or associate
thereof holds or represents an interest adverse to the Debtors or
their respective estates, and DLA is a "disinterested person," as
defined in section 101(14) of the Bankruptcy Code.
About Montco Offshore
Montco Offshore, Inc. -- http://www.montco.com/mo-- was founded by
the Orgeron family in 1948. For over 60 years, the Company has
served the offshore energy industries with crew boats, ocean-going
tugs, deck barges, supply boats, and liftboats. Today, Montco
specializes in liftboats ranging in size from 235 feet to 335 feet
which provide the best quality and safety of service for customers
requiring versatile elevated vessels/work-platforms.
Montco and Montco Oilfield Contractors, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
17-31646) on March 17, 2017. The petitions were signed by Derek C.
Boudreaux, chief financial officer. The case is assigned to Judge
Marvin Isgur. At the time of the filing, the Debtors estimated
their assets and debts at $100 million to $500 million. The
Debtors hired Blackhill Partners, LLC as financial advisor, and BMC
Group, Inc. as claims and noticing agent.
MOTHERSHIP VENTURES: Taps Amorcil as Business Bookkeeper
--------------------------------------------------------
Mothership Ventures, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Amorcil Business
Group, LLC, as financial and business bookkeeper to the Debtor.
Mothership Ventures requires Amorcil to provide services to the
Debtors such as, reporting for the courts, financial information
for disclosure statements and plans of reorganization as well as
assistance with the payroll tax returns and gathering information
for the income and sales tax returns as needed.
Amorcil will be paid an hourly fee of $65 in amounts up to $1,500.
Amorcil will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Debbie Filipovitch, member of of Amorcil Business Group, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Amorcil can be reached at:
Debbie Filipovitch
AMORCIL BUSINESS GROUP, LLC
3 Yellowood Court
The Woodlands, TX 77380
Tel: (713) 726-4897
About Mothership Ventures, LLC
Mothership Ventures, LLC, based in Houston, TX, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 17-31776) on March 26, 2017.
The Hon. Marvin Isgur presides over the case. Reese W Baker, Esq.,
at Baker & Associates, LLP, 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 Joseph
Treadway, president.
MTN INC: Has Interim Approval to Use Cash Collateral
----------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington authorized MTN, Inc., to use of cash
collateral on an interim basis.
The Debtor is authorized to use Cash Collateral as set forth in the
Budget, limited to employee payroll, including all payroll taxes
attributable thereon, and postpetition daily food vendor expenses.
The Budget reflects total sales of $990,500, total labor prime cost
of $657,114 and total expenses of $288,807.
As adequate protection, the secured creditors are granted
replacement liens in the same order and priority and in the same
asset categories as existed on the petition date. Secured
creditors will retain all of their prepetition security interests
in all prepetition collateral, including, without limitation, the
Cash Collateral.
At the request of the Debtor's Bank, Wells Fargo Bank, the Court
further ordered that the Bank is authorized to debit and credit the
Debtor's accounts in the ordinary course of business without the
need for further order of the Court for all checks drawn on the
Debtor's accounts post-petition and for all deposits made to said
accounts, including any normal bank service charges; and that the
Bank may rely on the representations of the Debtor with respect to
whether any check or other payment order issued by the Debtor
should be honored, and the Bank will not have any liability for
relying on such representations by the Debtor as provided for.
Existing deposit agreements between the Debtors and the Bank will
continue to govern the post-petition relationship between the
Debtor and the Bank, and that all of the provisions of such
agreements will remain in full force and effect, and either the
Debtor or the Bank may, without further Order of this Court,
implement changes in the ordinary course of business pursuant to
terms of those existing deposit agreements, including, without
limitation, the opening and closing of bank accounts.
The Order will take effect upon entry by the Court.
A hearing on further use of cash collateral regarding the proposed
operating budget (in full) has been set for April 19, 2017, at
11:00 a.m.
A copy of the Budget attached to the Motion is available for free
at:
http://bankrupt.com/misc/wawb17-11640_6_Cash_MTN_Inc.pdf
The Internal Revenue Service filed a tax lien(s) on the Debtor, on
or about May 24, 2016, Aug. 10, 2016 and Nov. 15, 2016 which
creates a statutory security/lien interest in the assets of the
estate. Other secured creditors, including Financial Pacific
Leasing, Inc., American Capital Group, CAN Capital, CT Lien
Solutions, have equipment leases and UCC-1 Financing statements
that may contain a claimed security interest in the Debtor's
"inventory, supplies" and other personal property that may create a
cash collateral claim.
MTN, Inc., sought Chapter 11 protection (Bankr. W.D. Wash. Case No.
17-11640) on April 11, 2017.
MTN INC: Has Interim Approval to Use Cash Collateral
----------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington has authorized MTN Inc. to use cash
collateral on an interim basis.
The Debtor's use of cash collateral is limited to employee payroll
as set forth in the Budget, including all payroll taxes
attributable thereon, and postpetition daily food vendor expenses.
The Debtor has represented that it owns and operates six
restaurants in western Washington. The Debtor has also represented
that substantially all of the estate's revenue is derived from the
proceeds of sale of inventory, which, together with all of the
estates' cash on hand as of the date of filing and any postpetition
proceeds of prepetition collateral, constitute cash collateral.
The Internal Revenue Service has filed a tax liens on the Debtor,
which creates a statutory security/lien interest in the assets of
the estate. Other secured creditors, including Financial Pacific
Leasing, Inc., American Capital Group, CAN Capital, CT Lien
Solutions, have equipment leases that may contain a claimed
security interest in the Debtor's inventory, supplies and other
personal property that may create a cash collateral claim.
Judge Dore has determined that the Debtor's estate has continuing
need for the use of the cash collateral to avoid immediate and
irreparable harm to its businesses. He has further determined that
without the ability to use the cash collateral, the estate will be
unable to pay ongoing ordinary expenses relating to the continued
operation of the businesses.
Judge Dore has ordered that the Secured Creditors will retain all
of their prepetition security interests in all prepetition
collateral, including, without limitation, the cash collateral. As
adequate protection, Judge Dore granted each of the Secured
Creditors with replacement liens in the same order and priority and
in the same asset categories as existed on the Petition Date.
A hearing on further use of cash collateral regarding the proposed
operating budget in full was set for April 19, 2017.
A full-text copy of the Order, dated April 14, 2017, is available
at https://is.gd/tKlYln
About MTN Inc
MTN Inc., d/b/a NYP Bar and Grill d/b/a NY Holding, LLC d/b/a NY
Pizza and Bar, LLC, is a small business debtor as defined in 11
U.S.C. Section 101(51D). NYP Bar & Grill offers fresh, handcrafted
local food and beverage to customers in Bellingham, Burlington,
Everett, Lynden, Renton, Seattle and Tacoma. The restauarant's
main menu includes quesadillas, pulled pork sliders, spinach dip,
cheesebread and calamari.
MTN, Inc., sought Chapter 11 protection (Bankr. W.D. Wash. Case No.
17-11640) on April 11, 2017. Mike Novak, president, signed the
petition. The case is assigned to Judge Timothy W. Dore. The
Debtor is represented by Larry B. Feinstein, Esq., at Vortman &
Feinstein. At the time of filing, the Debtor estimated assets and
liabilities at $1 million to $10 million.
MTX LEASING: Taps Steven Nosek, Yvonne Doose as Legal Counsel
-------------------------------------------------------------
MTX Leasing, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Minnesota to hire legal counsel in connection with
its Chapter 11 case.
The Debtor proposes to hire Steven Nosek, Esq., and Yvonne Doose,
Esq., to provide an analysis of its financial situation, assist in
the formulation of a plan of reorganization, and provide other
legal services.
Mr. Nosek and Ms. Doose will charge $300 per hour and $150 per
hour, respectively.
In court filings, the proposed attorneys disclosed that they do not
hold any interest adverse to the Debtor or its bankruptcy estate.
The proposed attorneys maintain an office at:
Steven B. Nosek, Esq.
Yvonne R. Doose, Esq.
2855 Anthony Lane South, Suite 201
St. Anthony, MN 55418
Phone: 612-335-9171
Email: snosek@noseklawfirm.com
About MTX Leasing Inc.
Based in Little Falls, Minnesota, MTX Leasing Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn.
Case No. 17-31169) on April 13, 2017. The case is assigned to
Judge Kathleen H. Sanberg.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1,000,001 to $10 million.
NOVATION COS: Panel Taps Alvarez & Marsal as Valuation Expert
-------------------------------------------------------------
The Creditors' Committee of Novation Companies, Inc., et al., seeks
authority from the U.S. Bankruptcy Court for the District of
Maryland to employ Alvarez & Marsal Valuation Services, LLC, as
valuation expert to the Committee.
The Committee requires Alvarez to:
a. provide valuation advisory services with respect to the
valuation of certain residential mortgage backed securities
investments held by the Debtors; and
b. prepare a report, and will provide other services at the
request of the Committee concerning the valuation of the
investments.
c. assist in the Committee's review of financial information
distributed by the Debtors to the Committee, its advisors
and creditors and others related to the investments,
including, but not limited to, cash flow projections
related to the investments; and
d. render such other valuation consulting or such other
assistance as the Committee or its counsel may deem
necessary, consistent with the role of a valuation advisor
to the Committee and not duplicative of services provided
by other Committee professionals in the Chapter 11 Cases.
Alvarez will be paid at these hourly rates:
Managing Directors $825
Senior Directors $715
Manager $605
Alvarez's hourly is subject to a fee cap of $75,000.
Alvarez will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Corso, managing director of Alvarez & Marsal Valuation
Services, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and (a) is not creditors, equity security holders or insiders
of the Debtors; (b) has not been, within two years before the date
of the filing of the Debtor's chapter 11 petition, directors,
officers or employees of the Debtors; and (c) does not have an
interest materially adverse to the interest of the estate or of any
class of creditors or equity security holders, by reason of any
direct or indirect relationship to, connection with, or interest
in, the Debtor, or for any other reason.
Alvarez can be reached at:
Robert Corso
ALVAREZ & MARSAL VALUATION SERVICES, LLC
3424 Peachtree Road NE, Suite 1500
Atlanta, GA 30326
Tel: (404) 260-4040
Fax: (404) 260-4090
About Novation Companies, Inc.
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.
NRAD MEDICAL: Plan Outline Okayed, Plan Hearing on May 23
---------------------------------------------------------
NRAD Medical Associates, P.C., is now a step closer to emerging
from Chapter 11 protection after a bankruptcy judge approved the
outline of its plan of reorganization.
Judge Louis Scarcella of the U.S. Bankruptcy Court for the Eastern
District of New York on April 11 gave the thumbs-up to the
disclosure statement after finding that it contains "adequate
information."
The order set a May 16 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
A court hearing to consider confirmation of the plan is scheduled
for May 23, at 11:00 a.m.
About NRAD Medical Associates
NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York. In
June 2015, NRAD sold most of the assets utilized in the imaging
practice assets in June 2015 to Meridian Imaging Group, LLC. In
addition, NRAD and certain multi-specialty practitioners (e.g.
gynecologists, internists, surgeons) were parties to agreements
pursuant to which MSPs were employed by NRAD, certain assets
require acquired and certain obligations were assumed.
NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015. The Debtor estimated assets and liabilities of $10 million
to $50 million.
The case is assigned to Judge Louis A. Scarcella. The Debtor is
represented by Anthony C. Acampora, Esq., at Silverman Acampora
LLP, in Jericho, New York.
On Aug. 13, 2015, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Farrell Fritz, P.C. as counsel.
On Sept. 24, 2015, the court approved the sale of substantially all
of the assets of the Debtor's RT Practice to St. Francis Hospital,
Roslyn, NY, or its designee. The Debtor filed its notice of
closing and effective date with respect to the RT sale on Oct. 14,
2015.
On February 23, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.
NULOOK CAPITAL: Court Issues Show Cause Order on Use of GWG Cash
----------------------------------------------------------------
Judge Louis A. Scarella of the Bankruptcy Court for the Eastern
District of New York entered an order directing GWG MCA Capital,
LLC, the Office of the United States Trustee, NuLook Capital, LLC's
20 largest unsecured creditors, and all other persons having filed
notice of appearance in the Case to show cause at a preliminary
hearing on April 20, 2017 at 11:00 a.m. and at a final hearing, why
an Interim Order should not be entered authorizing the Debtor to
use the Cash Collateral of GWG.
Pending a hearing and determination of the Debtor's request to use
Cash Collateral at the Preliminary Hearing but in no event beyond
June 30, 2017, the Debtor is authorized to utilize GWG's Cash
Collateral solely for the purposes and up to the specific amounts
set forth in the Budget for the period ending May 30, 2017.
The Budget contemplates estimated receipts of $100,000, and
disbursements of $38,160 for the period beginning April 20, 2017
through May 30, 2017.
As adequate protection for the Debtor's use of cash collateral as
authorized by the Order actually used by the Debtor from the Filing
Date through and including the date of entry of the Interim Order,
GWG is granted a valid, fully enforceable and perfected
post-petition lien and security interest in all of the Debtor's
assets to the same extent and in the same priority as its
pre-petition security interest, nunc pro tunc to the Filing Date.
NuLook entered into Revolving Credit Agreement between MCA Capital,
LLC ("MCAC") and NuLook ("Line of Credit") dated May 22, 2014 for a
$2,500,000 revolving line of credit with which to fund many
merchant cash advances ("MCAs") ultimately generating multiples of
that amount in cash proceeds from the profitable business. On May
22, 2014, Nulook entered into and agreement with International
Professional Services Inc., doing business as PSC ("IPSC"), to
service its MCA business. Pursuant to the Line of Credit, NuLook
and MCAC each shared the Cash Proceeds generated by its accounts
receivable in excess of $1,000,000 per month or $50,000 per day
depending upon the amount of new MCAs provided to Merchants and
payment received from them. NuLook used its share of the proceeds
to pay its operating expenses as well asinterest to MCAC in the
amounts of as much as $62,500 per month. In addition, as of
February 2016, NuLook had approximately $600,000 in its book of
ongoing syndicated loans.
On Feb. 16, 2016, GWG entered into an asset purchase agreement
directly with MCAC, without any participation or representations
from NuLook whatsoever. GWG is more than 100% secured in NuLook's
accounts receivable. GWG has a claim against the Debtor in excess
of $2,000,000 plus interest andpenalties, etc., through April 4,
2017. Moreover, the Debtor believes that GWG is fully secured in
that the value of the Debtor's booked accounts receivable that
substantially exceeds the outstanding debt(notwithstanding that its
receivables in most cases are "short term"). GWG is the undisputed
the first priority secured creditor in the Debtor's case. The
Debtor also believes that any of the Debtor's obligations to both
IPSC and Discount Merchant Funding are secondary or otherwise
junior to GWG, thereby providing it priority recovery from its
funded transactions and the loan proceeds, accounts receivable and
collections arising therefrom, to the extent not funded by NuLook's
or third party approved capital loans.
The Debtor requires the use of GWG's Cash Collateral on an
emergency, interim and final basis to meet the Debtor's immediate
working capital and other liquidity needs and to pursue the Chapter
11 case in an orderly manner. In the absence of immediate use of
the Cash Collateral, the Debtor's chapter 11 efforts would be
immediately and irreparably jeopardized.
A copy of the Interim Order, Budget and agreements attached to the
Show Cause Order is available for free at:
http://bankrupt.com/misc/nyeb8-17-72013_16_Cash_NuLook_Capital.pdf
About NuLook Capital
NuLook Capital, LLC is engaged in business funding merchant cash
advances, i.e., funding cash advances to selected Merchants by
purchasing their Future Receivables at a discount for cash and
regularly transacted such business as both (i) a direct purchaser
of Future Receivables using its own capital and reinvesting the
proceeds in more MCAs, and (ii) as the lead purchaser syndicating
such purchases with other participating purchasers through 2013.
NuLook Capital, LLC sought Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 17-72013) on April 4, 2017. The case is assigned to Judge
Louis A. Scarcella.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
The Debtor tapped Randall S. D. Jacobs, Esq., at Randall S. D.
Jacobs, PLLC as counsel.
The petition was signed by Anthony Mannino, managing member.
NULOOK CAPITAL: Proposes to Use GWG Cash Collateral Until May 30
----------------------------------------------------------------
NuLook Capital, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to use cash collateral,
which GWG MCA Capital, LLC, asserts a first priority security
interest, through the period ending May 30, 2017.
The Debtor urgently needs funds to meet immediate working capital
and other liquidity needs and to pursue its Chapter 11 case in an
orderly manner. In the absence of immediate use of the Cash
Collateral, the Debtor will be forced to cease business operations,
causing the Debtor's chapter 11 efforts to be immediately and
irreparably jeopardized. Such that, if the Debtor is forced to do
so, GWG MCA Capital will be fundamentally unsuccessful in the
collection of its accounts receivable and will be unable to collect
anywhere near the Credit Line balance owed by the Debtor.
The Debtor believes that its disbursements for 40-days from April
20 through May 30, 2017, will be approximately $38,160 as set forth
in the Budget. Under the Debtor's projections, the Debtor requires
approximately $12,500 for the period April 15, 2017 through April
30, 2017 to cover its ordinary monthly operating expenses and the
balance for the month of April.
GWG MCA Capital is the undisputed first priority secured creditor
of the Debtor, having a claim against the Debtor in excess of
$2,000,000 plus interest and penalties, etc., through April 4,
2017.
The Debtor relates that it has arranged for a $2.5 million
revolving line of credit with MCA Capital, LLC from which to fund
many merchant cash advances ultimately generating multiples of that
amount in cash proceeds. Subsequently, GWG MCA Capital, LLC, an
insurance company with no prior experience in merchant cash
advances, entered into an asset purchase agreement directly with
MCA Capital, thereby acquiring the Credit Line from MCA Capital in
an entirely separate and distinct transaction in which the Debtor
played no part.
The Debtor further relates that it has entered into a Forbearance
Agreement with GWG MCA Capital, pursuant to which GWG MCA Capital
agreed that the Debtor will maximize its share of collected cash
proceeds of merchant cash advances at 50% until it received $20,000
for the given calendar month, to pay for its operating expenses,
and thereafter all receipts will go to GWG MCA Capital's account.
After the execution of the Forbearance Agreement, the Debtor
continued to repay GWG MCA Capital by collections of receivables
from its substantial book, which the Debtor advises is currently in
excess of $6.5 million (or on its face, or about 300% of the
Debtor's total debt).
While the Debtor believes that GWG MCA Capital's interest in the
cash collateral is substantially over-secured, the Debtor proposes
to provide additional adequate protection to GWG MCA Capital by
granting replacement liens and security interests in the Debtor's
accounts receivable acquired by the Debtor post-petition up to the
amount of GWG MCA Capital's lien.
Pursuant to the Forbearance Agreement, has been paying GWG MCA
Capital approximately $14,000 to $16,000 per day to reduce its
Credit Line for the past months prior to February 17, 2017.
Accordingly, the Debtor also proposes to continue repayment of all
proceeds received over and above the Budget amounts allocated for
the Debtor to GWG MCA Capital in payments on a daily or other
reasonable basis acceptable to GWG, either weekly or every other
day.
The Debtor also proposes a carveout for allowed professional fees
as a retainer of its counsel in the sum of $15,000 together with
$1,717 for payment of the filing fee and $2,500 for the Debtor's
accountant.
A full-text copy of the Debtor's Motion, dated April 12, 2017, is
available at http://tinyurl.com/kkwfpgf
About NuLook Capital
NuLook Capital, LLC, is engaged in business funding merchant cash
advances -- funding cash advances to selected merchants by
purchasing their future receivables at a discount for cash and
regularly transacted such business as both: (a) a direct purchaser
of Future Receivables using its own capital and reinvesting the
proceeds in more merchant cash advances, and (b) as the lead
purchaser syndicating such purchases with other participating
purchasers through 2013.
NuLook Capital filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 17-72013) on April 4, 2017. Anthony Mannino, managing member,
signed the petition. The Debtor estimated assets and liabilities
between $1 million and $10 million.
The case is assigned to Judge Louis A. Scarcella.
The Debtor is represented by Randall S. D. Jacobs, Esq. at Randall
S. D. Jacobs, PLLC.
No trustee or examiner has been appointed in this case, nor has an
official committee of unsecured creditors been formed.
ON-SITE TRANSPORT: Unsecureds to be Paid 5% Under Exit Plan
-----------------------------------------------------------
General unsecured creditors of On-Site Transport, Inc., will be
paid 5% of their claims under the trucking company's proposed plan
to exit Chapter 11 protection.
Under the proposed plan of reorganization, Class 12 general
unsecured creditors will receive a quarterly payment of $765. The
payment will start six months after the effective date of the Plan.
Last payment date is 60 months after first payment.
General unsecured creditors assert a total of $315,840 in claims.
The is impaired by the Plan.
On-Site Transport has downsized as a result of its bankruptcy
filing. Its income and expenses are now stable and the company
believes it has the ability to fund the plan.
On-Site Transport will have funds to pay any U.S. trustee fees and
any fees to the clerk of the bankruptcy court.
The company will make arrangements for administrative legal fees
that will not interfere with any payments to other classes of
creditors under the plan, according to its disclosure statement
filed on April 11 with the U.S. Bankruptcy Court for the Western
District of Pennsylvania.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/On-SiteTransport_DS041117.pdf
About On-Site Transport Inc.
On-Site Transport, Inc., is a trucking company that hauls heavy
equipment, machinery, and construction materials. It grew
rapidly and, at one point, was operating six
tractor trailers and six other vehicles. It got too large too
quickly and business eventually began to decrease.
On-Site Transport filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 16-70584) on Aug. 16, 2016. John C. Bertolino, company
secretary, signed the petition. At the time of filing, the Debtor
estimated assets and liabilities of less than $1 million.
Christopher M. Frye, Esq. at Steidl & Steinberg of Pittsburgh, PA,
serves as counsel to the Debtor.
An official committee of unsecured creditors has not been appointed
in the case.
OPTIMA SPECIALTY: Private Sale of Buffalo, NY Assets Gets OK
------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has authorized, at the behest of Optima
Specialty Steel, Inc., and affiliates, the private sale of Niagara
LaSalle Corp.'s real property and related personal property located
in Buffalo, New York, free and clear of liens, claims,
encumbrances, and other interests.
As reported by the Troubled Company Reporter on April 11, 2017, the
Debtors asked the Court to authorize the private sale to 222
Chicago Street, Inc., for $1,750,000. The Property is comprised of
real property located at 110 Hopkins Street, Buffalo, New York,
improvements including a commercial building of approximately
250,000 square feet of manufacturing, warehouse and office space
and certain personal property located in the Building. The Partial
Building Lease provides for the Purchaser to lease the Debtors
approximately 25,000 square feet of dedicated storage space and
certain office space for a term of 10 years for no rent. The
proposed sale and lease have the consent of the Debtors' primary
creditor constituencies.
About Optima Specialty Steel
Optima Specialty Steel, Inc., and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.
Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products. Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years. At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.
The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE,
as counsel. The Debtors tapped Ernst & Young LLP as their
accountant.
No request has been made for the appointment of a trustee or
examiner.
On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee hired
Squire Patton Boggs (US) LLP as its lead counsel and Whiteford,
Taylor & Preston LLC as its local Delaware counsel.
P10 INDUSTRIES: Hires Pope Shamsie as Accountant
------------------------------------------------
P10 Industries, Inc., seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ Pope Shamsie &
Dooley LLP, as accountant to the Debtor.
P10 Industries requires Pope Shamsie to:
(a) provide accounting and tax services
(b) prepare all state and federal tax returns; and
(c) advise the Debtor in all accounting issues relating to
the bankruptcy case.
Pope Shamsie will be paid at these hourly rates:
Partners $340
Senior Managers $275
Manager $250
Senior $225
Professional staff $200
Pope Shamsie will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark Hamre, member of Pope Shamsie & Dooley LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Pope Shamsie can be reached at:
Mark Hamre
POPE SHAMSIE & DOOLEY LLP
4201 W. Farmer, Suite B-200
Austin, TX 78727
Tel: (512) 836-1186
Fax: (512) 836-5855
About P10 Industries, Inc.
P10 Industries (OTCMKTS: PIOI) is a public company aimed at
monetizing highly valued intellectual property assets and acquiring
profitable businesses in the commercial and industrial markets to
generate profit and positive cash flows, ultimately creating
long-term stockholder value. P10 was founded on Nov. 19, 2016,
following completion of an asset acquisition of Active Power, Inc.,
by Piller Power Systems, Inc., a subsidiary of Langley Holdings
PLC. Active Power rebranded and changed its name to P10 Industries
pursuant to the terms of the acquisition agreement.
P10 Industries, Inc. fka Active Power, Inc., based in Austin, Tex.,
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50635) on
March 22, 2017. The Hon. Craig A. Gargotta presides over the case.
Eric Terry, Esq., at Eric Terry Law PLLC, serves as bankruptcy
counsel. Reiter, Brunel & Dunn, PLLC serves as the Debtor's
corporate counsel.
In its petition, the Debtor declared $4.93 million in total assets
and $6.97 million in total liabilities. The petition was signed by
Jay Powers, CFO.
A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-50635.pdf
PACHECO BROTHERS: Wants to Continue Using Cash Through June 2017
----------------------------------------------------------------
Pacheco Brothers Gardening, Inc., asks the U.S. Bankruptcy Court
for the Northern District of California for permission to use the
cash collateral through June 2017.
In addition, the Debtor asks that it be allowed to continue to make
payments to Direct Capital in the amount of $4,500 pursuant to the
terms and conditions set forth in the Stipulation for Final Use of
Cash Collateral and the Order Approving the Stipulation for Final
Use of Cash.
The Debtor intends to use any and all cash collateral of disputed
secured creditor TDDC Ventures LLC and undisputed secured creditor
Direct Capital to the extent that they have lien rights in the
Debtor's accounts receivables.
The Court has entered a Final Cash Collateral Order on March 15,
2017, authorizing the Debtor to use cash collateral to pay the
approved expenses through the end of April 2017.
The Debtor's proposed budget for the months of May and June of 2017
shows total expense in the aggregate amount of $1,198,980.
The Court has set a further hearing on continued use of cash
collateral for April 26, 2017 at 2:00 p.m.
A full-text copy of the Debtor's Motion, dated April 14, 2017, is
available at https://is.gd/jr2Pcm
About Pacheco Brothers Gardening
Pacheco Brothers Gardening Inc. provides commercial landscape
maintenance, landscape installation, turf renovation and irrigation
projects. It has been in business for over 35 years. The majority
of the Company's business involves a wide variety of services
ranging from mowing and trimming to irrigation repairs and
troubleshooting. It has a number of East Bay municipal and public
agency accounts as well as a mix of homeowner association,
commercial accounts and school district accounts.
Pacheco Brothers Gardening filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Cal. Case No. 17-40403) due to financial
pressure brought on by several factors, including litigation cost
relating to Tom Del Conte and TDDC Ventures LLC v. Pacheco Brothers
Gardening, Inc., et al., Case No. HG15797608, currently pending in
Alameda County Superior Court, unpaid vendors and operational
difficulty due to its debt structure.
At the time of the petition filing, the Debtor disclosed $1.36
million in assets and $2.78 million in liabilities. The petition
was signed by Lynn Pacheco, secretary. The case is assigned to
Judge William J. Lafferty.
PALMER PARK: Hearing on Disclosures Approval Set for May 22
-----------------------------------------------------------
The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland will hold on May 22, 2017, at 2:00 p.m. to
consider the approval of Palmer Park/Landover Boys & Girls Club,
Inc.'s disclosure statement dated April 11, 2017, referring to the
Debtor's Chapter 11 plan dated April 11, 2017.
Objections to the Disclosure Statement must be filed by May 16,
2017.
Headquartered in Landover, Maryland, Palmer Park/Landover Boys &
Girls Club, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 16-11735) on Feb. 15, 2016, estimating its
assets at between $100,001 and $500,000 and its liabilities at
between $50,001 and $100,000. Kimberly Taylor Logan, Esq., at the
Law Office of Kimberly Taylor Logan serves as the Debtor's
bankruptcy counsel.
PALMER PARK: Unsecured Creditors to be Paid 5% Under Exit Plan
--------------------------------------------------------------
Palmer Park/Landover Boys & Girls Club Inc. filed a Chapter 11 plan
of reorganization that proposes to pay unsecured creditors 5% of
their claims.
Under the proposed restructuring plan, Class 2 general unsecured
creditors will be paid 5% of their allowed claims in month 60 after
the effective date of the plan.
Payments will come from Palmer Park's future revenues and its
current cash on hand, according to its disclosure statement filed
on April 11, 2017, with the U.S. Bankruptcy Court for the District
of Maryland.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/PalmerPark_DS041117.pdf
Palmer Park is represented by:
Kimberly Taylor Logan, Esq.
Law Office of Kimberly Taylor Logan
745 Park Road, NW
Washington, DC 20010
Phone: 202-506-6800
E-mail: ktl_legal@verizon.net
About Palmer Park/Landover
Palmer Park/Landover Boys & Girls Club, Inc. is a nonprofit
organization that aims to, among other things, promote the welfare
of the youth through trainings and instructions. It also sponsors
the Palmer Park/Landover Chapter of the Prince George's County Boys
& Girls Club.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 16-11735) on Feb. 15, 2016. The
petition was signed by Rolline Washington, Acting Chairman of the
Board.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $100,000.
PANDA TEMPLE: Proposes to $20M Financing From Existing Lenders
--------------------------------------------------------------
Panda Temple Power, LLC, and Panda Temple Power Intermediate
Holdings II, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a motion to obtain postpetition secured
debtor-in-possession financing in an aggregate principal amount of
up to $10,000,000 on an interim basis and a total of $20,000,000 on
a final basis from certain of their prepetition secured lenders
The Debtors also seek approval to use cash collateral of the
prepetition secured parties and grant adequate protection to the
secured parties. As of the Petition Date, the Debtors were
indebted in an amount not less than $398,708,500, plus accrued and
unpaid interest and fees with respect thereto (which, as of April
16, 2017, was not less than $8,850,689) to the prepetition lenders
and agents pursuant to a Credit Agreement, dated as of March 6,
2015, with Wilmington Trust, National Association, as
administrative agent (as successor-in-interest to Goldman Sachs
Lending Partners LLC), and MUFG Union Bank, N.A., as collateral
agent.
Given the lack of alternatives and the fact that the vast majority
of claims against the Debtors arise from the prepetition credit
facility, the Debtors focused their restructuring efforts on
discussions with an ad hoc group of the prepetition lenders.
In the course of these negotiations, the Debtors and the ad hoc
group of prepetition lenders exchanged and considered, with the
assistance of their respective advisors, numerous restructuring
proposals. Ultimately, the Debtors reached an agreement with the
DIP Lenders, who are a subset of the ad hoc group of prepetition
lenders.
The salient terms of the Superpriority Senior Secured
Debtor-in-Possession Credit Agreement with the DIP lenders are:
* Borrower: Panda Temple Power, LLC
* Guarantor: Panda Temple Power Intermediate Holdings II, LLC
* DIP Agent: Wilmington Savings Fund Society, FSB, as
administrative agent and collateral agent
* Interest Rate: A floating rate equal to the either (i) the
Base Rate plus 8.0% per annum or (ii) the Adjusted LIBOR Rate, plus
9.0% per annum. Default Interest Rate is 2% above the then
applicable rate.
* Maturity Date: The earliest to occur of (a) the stated
maturity date of April [__], 2018, (b) the closing date of any
Section 363 Sale not consented to in writing by the Required DIP
Lenders, (c) the substantial consummation, and which for purposes
of the DIP Credit Agreement will be no later than the Consummation
Date, of a plan of reorganization or liquidation filed in the
Chapter 11 Cases that is confirmed pursuant to an order entered by
the Bankruptcy Court, (d) the appointment of a trustee or examiner
in the Chapter 11 Cases, (e) the conversion of the Chapter 11 Cases
to a case under Chapter 7 of the Bankruptcy Code, and (f) the date
of acceleration of the DIP Obligations in accordance with the terms
set forth in the DIP Loan Documents.
* Fees: The Debtors will pay all fees and other amounts set
forth in the Fee Letters, including the following:
(a) Put Option Payment. The Borrower will pay to the DIP
Agent, on account for, and for the benefit of, each DIP Lender,
2.0% of the initial aggregate principal amount of their respective,
aggregate Commitments on the Closing Date (the "Put Option
Payment") upon the entry of the Interim Order by the Bankruptcy
Court and payable in full in cash.
(b) Annual Administration Fee. The Borrower will pay to the
DIP Agent an Annual Administration Fee of $40,000, due and payable
annually in advance, with the first year's payment due on the
Closing Date, and continuing on each anniversary of the Closing
Date until the DIP Lenders' Commitments are discharged, all
Obligations under the DIP Credit Agreement and the other DIP Loan
Documents have been paid in full and the DIP Facility has been
terminated.
* DIP Budget: The Debtors have provided the DIP Agent and the
DIP Lenders with a cash flow forecast setting forth all line-item
and cumulative cash receipts and expenditures on a weekly basis
for the period beginning as of the week of the "Closing Date" of
the DIP Credit Agreement through and including the 13th week after
the "Closing Date".
As soon as available and in any event not later than 5:00 p.m. New
York City time on the Friday of each calendar week, the Debtors
shall deliver to the DIP Agent an update to the Approved Budget
then in effect, in form and substance satisfactory to the Required
DIP Lenders, for the subsequent 13-week period following such
Business Day.
* Adequate Protection: The proposed adequate protection provided
to the Prepetition Secured Parties is comprised of the following:
(a) payment upon demand of all fees, costs and expenses and
other amounts payable (excluding payments on account of principal
and interest) under the terms of the Prepetition Loan Documents and
all other reasonable out-of-pocket costs and expenses of the
Prepetition Secured Parties;
(b) Continuing, valid, binding, enforceable, unavoidable and
automatically perfected postpetition liens and security interests
in the DIP Collateral (the "Adequate Protection Liens");
(c) Superpriority administrative expense claims (the "Adequate
Protection Claims"), which claim will be (x) junior to the DIP
Superpriority Claims and the Carve-Out, and (y) senior to and have
priority over any administrative expense claims, unsecured claims
and all other claims against the Debtors or their estates in any of
the Chapter 11 Cases or any successor cases; and
(d) Reasonable access to the Debtors' premises during normal
business hours and without unreasonable interference with the
proper operation of the Debtors' businesses and their books and
records.
* Milestones: The following milestones are contained in Schedule
5.23 of the DIP Credit Agreement:
(i) on or before April 17, 2017, the Chapter 11 Cases will
have been commenced in the Bankruptcy Court and applicable First
Day Motions (including, but not limited to, the DIP Facility
Motion) will have been filed with the Bankruptcy Court;
(ii) on or before April 21, 2017, the Bankruptcy Court will
have entered the Interim DIP Order;
(iii) on or before April 26, 2017, the Debtors will file the
Plan, Disclosure Statement and Disclosure Statement Motion;
(iv) on or before April 27, 2017, the Debtors shall file the
RSA Assumption Motion;
(v) on or before May 12, 2017, the Bankruptcy Court will have
entered the Final DIP Order;
(vi) on or before May 31, 2017, the Bankruptcy Court will have
held the hearing to consider the Disclosure Statement Motion and
entry of the Disclosure Statement Order;
(vii) on or before May 31, 2017, the Bankruptcy Court will have
entered the Disclosure Statement Order;
(viii) on or before June 2, 2017, Plan Solicitation will have
commenced;
(ix) on or before July 7, 2017, the Bankruptcy Court will hold
a hearing to approve confirmation of the Plan;
(x) on or before July 7, 2017, the Bankruptcy Court will have
entered the Confirmation Order;
(xi) on or before July 7, 2017, the Operator and the Borrower
shall have entered into the Amended O&M Agreement and the Amended
O&M Agreement will be in full force and effect; and
(xii) on or before July 14, 2017, the Plan Effective Date will
have occurred.
Pursuant to the DIP Credit Agreement, the Debtors propose to pay
upon demand all fees, costs, expenses, premiums and other amounts
payable under the terms of the DIP Documents and all other
reasonable out-of-pocket costs and expenses of the DIP Parties in
accordance with the terms of the DIP Documents, including, without
limitation, the reasonable prepetition and postpetition fees and
out-of-pocket costs and expenses of Stroock & Stroock & Lavan LLP,
as counsel to the DIP Lenders, Young Conaway Stargatt & Taylor,
LLP, as Delaware counsel to the DIP Lenders, Gardere Wynne Sewell
LLP, as special energy and regulatory counsel to the DIP Lenders,
Houlihan Lokey Capital, Inc., as financial advisor to the DIP
Lenders, and ICF Resources, LLC, as "curves" consultant to the DIP
Lenders.
Counsel to the DIP Lenders can be reached at:
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
Attn: Jayme T. Goldstein, Esq.
Jonathan Canfield, Esq.
E-mail: jgoldstein@stroock.com
jcanfield@stroock.com
- and -
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Attn: Matthew Lunn, Esq.
Edmon Morton, Esq.
E-mail: mlunn@ycst.com
emorton@ycst.com
A copy of the DIP Financing Motion is available at:
http://bankrupt.com/misc/deb17-10839_16_DIP_M_Panda.pdf
A copy of the affidavit in support of the first day motions is
available for free at:
http://bankrupt.com/misc/deb17-10839_12_1st_D_Affidavit_Panda.pdf
About Panda Temple
Panda Temple Power, LLC's main asset is the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas. The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States. Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
base-load capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.
Panda Temple Power Intermediate Holdings II, LLC, is a holding
company with no assets other than its ownership interests in Temple
I.
On April 17, 2017, Panda Temple Power, LLC and Panda Temple Power
Intermediate Holdings II, LLC each filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del.). The cases are pending before the Honorable Laurie Selber
Silverstein, and the Debtors have requested that their cases be
jointly administered under Case No. 17-10839.
Anuradha Sen, senior vice president, head of finance, signed the
petitions.
Panda Temple Power, LLC, estimated assets and debt of $100 million
to $500 million as of the bankruptcy filing.
Richards, Layton & Finger, P.A., is serving as the Debtors'
counsel, with the engagement led by John H. Knight, Esq., Paul N.
Heath, Esq., Brendan J. Schlauch, Esq., and Christopher M. De
Lillo, Esq.
Latham & Watkins LLP is also onboard as the Debtors' attorneys,
with the engagement led by Keith A. Simon, Esq., and Annemarie V.
Reilly, Esq.
Ducera Partners LLC is the financial advisor. Prime Clerk LLC is
the claims and noticing agent.
PARAGON SHIPPING: Ernst & Young Raises Going Concern Doubt
----------------------------------------------------------
Paragon Shipping Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a net income
of $23.79 million on $1.98 million of net revenue for the year
ended December 31, 2016, compared to a net loss of $268.71 million
on $33.71 million of net revenue for the year ended in 2015.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in
Athens, Greece, notes that the Company disclosed that as of
December 31, 2016 it was not current with certain payments due in
respect with the unsecured senior notes and it is probable that
will be unable to meet scheduled interest payments. These
conditions 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 $715,949, total liabilities of $19.30 million, and a
stockholders' deficit of $18.58 million.
A full-text copy of the Company's Form 20-F is available at:
http://bit.ly/2opCpd3
Paragon Shipping Inc. was formed as a global provider of shipping
transportation services. It specializes in transporting drybulk
cargoes, including commodities as iron ore, coal, grain and other
materials, along shipping routes across the world. Currently, the
Company sold all of its vessels and began operations as a
commercial management services provider to an international
shipping company.
PARKLAND FUEL: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
--------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Calgary,
Alta.-based independent fuel marketer Parkland Fuel Corp. to
negative from stable. At the same time, S&P Global Ratings
affirmed its 'BB-' long-term corporate credit rating on the
company.
S&P Global Ratings also affirmed its 'BB-' issue-level rating, with
a '3' recovery rating on the company's unsecured debt. In
addition, S&P Global Ratings affirmed its 'BB-' issue-level rating
on the 2024 notes, and revised its recovery rating on the notes to
'3' from '4' on its assumption that Parkland will finance the
acquisitions as proposed. Finally, S&P Global Ratings assigned its
'BB-' issue-level rating and '3' recovery rating to Parkland's
proposed C$500 million notes.
Pro forma the acquisitions closing, S&P expects Parkland to have
about C$1.2 billion of unsecured notes.
Parkland plans to fund the C$1.5 billion acquisition with C$500
million of unsecured debt and C$660 million of equity. The
remainder would be funded through drawings on an upsized
C$1.1 billion secured revolving credit facility, an intermediation
facility and cash flow from operations.
"The negative outlook reflects our view that Parkland faces
significant risks as it integrates two sizable acquisitions in the
next 12 months, which could push its debt-to-EBITDA higher than
4.5x in 2018," said S&P Global Ratings credit analyst Aniki
Saha-Yannopoulos.
On the heels of the proposed CST acquisition, the company plans to
acquire Chevron's 129 company-owned retail operated sites in the
Greater Vancouver region, 37 cardlock sites, an aviation business,
and the 55,000 barrels per day (bpd) refinery in Burnaby. The
acquisition is valued at about C$1.49 billion and the company's
working capital.
Parkland expects to close the previously announced CST Brands Inc.
acquisition in the second quarter of 2017, and the Chevron
acquisition in fourth-quarter 2017. S&P expects the two
acquisitions to almost triple Parkland's 2016 EBITDA to
C$650 million-C$700 million in 2019 from C$235 million, and to
generate a normalized EBITDA in 2019; debt-to-EBITDA is not
expected to improve until that time. Parkland will face
considerable integration risks as it assimilates both CST and the
Chevron operations; pro forma the two acquisitions, S&P expects the
number of the company's fuel retail locations to increase
significantly to almost 1,800 from the current 1,075.
As part of the transaction, Parkland will also be acquiring
Chevron's Burnaby refinery, an asset operating in a challenging
industry in which the current management has limited experience. At
the same time, the Burnaby refinery is scheduled for a major
turnaround in 2018 wherein it will be running at a lower
utilization (including a shut-down) while major maintenance work is
completed.
S&P views the transaction as consistent with Parkland's strategy
and track record of growing by acquisition, with the retail
business strengthening the company's core operations and the
refining business providing some vertical integration. The
acquisition of the Vancouver retail, commercial, and supply and
wholesale segments will continue to enhance the company's position
in this fragmented, but consolidating industry. The addition of
129 sites in the underrepresented Greater Vancouver region to
Parkland's current sites improves scale and geographic diversity
marginally.
Nevertheless, S&P views the highly volatile refining industry and
the risks associated with a single-asset refinery significant
enough to limit any upside to Parkland's weak business risk
profile. S&P views the refinery industry as a highly volatile,
capital-intensive, and commoditized industry.
The negative outlook reflects S&P's view that there are significant
integration and execution risks associated with the transaction.
Parkland's adjusted debt-to-EBITDA is forecast to worsen through
2018 to above 4.0x before it likely improves in 2019. This
improvement is contingent on Parkland's ability to integrate both
the large CST and Chevron acquisitions, while also completing the
major turnaround of the Burnaby refinery in 2018. In S&P's view,
the integration and execution risks Parkland faces are significant
and could lead to worsening credit measures through 2018 and
beyond.
S&P could lower the rating in the next year if Parkland's
debt-to-EBITDA increases above 4.5x, and S&P forecasts credit
measures to remain at those levels 12 months after the refinery
maintenance turnaround. Also, if earnings volatility or further
debt-funded acquisitions push debt-to-EBITDA above 4.5x, S&P could
consider a downgrade.
S&P could revise the outlook to stable if it believes Parkland has
addressed the integration, execution, and refinery turnaround risks
associated with the acquisitions, as well as extracted modest
synergies as planned, thus lowering and sustaining adjusted
debt-to-EBITDA below 4x, which S&P forecasts as unlikely in 2018.
PAWN AMERICA: Seeks to Hire Stinson Leonard as Legal Counsel
------------------------------------------------------------
Pawn America Minnesota, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Minnesota to hire Stinson Leonard Street
LLP.
The firm will serve as legal counsel to Pawn America Minnesota and
its affiliates, Pawn America Wisconsin LLC and Exchange Street
Inc., in connection with their Chapter 11 cases.
The services to be provided by the firm include negotiating with
creditors, and assisting the Debtors in the preparation of a plan
of reorganization.
The Debtors paid Stinson a retainer in the amount of $75,000 for
all pre-filing work performed in connection with their cases, and
another $150,000 prior to their bankruptcy filing.
Edwin Caldie, Esq., a partner at Stinson, disclosed in a court
filing that all personnel at his firm are "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edwin H. Caldie, Esq.
Phillip J. Ashfield, Esq.
Andrew J. Glasnovich, Esq.
Stinson Leonard Street LLP
150 South Fifth Street, Suite 2300
Minneapolis, MN 55402
Tel: 612.335.1500
Fax: 612.335.1657
Email: ed.caldie@stinson.com
Email: phillip.ashfield@stinson.com
Email: andrew.glasnovich@stinson.com
About Pawn America
Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is
engaged in the business of retail sale of used merchandise,
antiques, and secondhand goods. It currently operates 24 stores in
Minnesota, Wisconsin, South Dakota, and North Dakota and employs
more than 500 people. The Company also founded and operates Payday
America, CashPass and MyBridgeNow.
Pawn America Wisconsin, LLC (Case No. 17-31146); Pawn America
Minnesota, LLC (Case No. 17-31145); and Exchange Street, Inc. (Case
No. 17-31147) each filed petitions for relief pursuant to chapter
11 of Title 11 of the United States Code with the U.S. Bankruptcy
Court for the District of Minnesota.
The Debtors filed for Chapter 11 to preserve the going concern
value of the businesses. The Debtors said the bankruptcy process
will allow them to assess their collective footprint and thereby
eliminate unprofitable stores and move forward with a strengthened
business through a plan of reorganization.
PAWN AMERICA: Taps BGA as Financial, Turnaround Consultant
----------------------------------------------------------
Pawn America Minnesota, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Minnesota to hire BGA Management, LLC.
The firm, which conducts business as Alliance Management, will
assist the company and its affiliates, Pawn America Wisconsin LLC
and Exchange Street Inc., as financial and turnaround consultant
during their Chapter 11 cases.
The services to be provided by the firm include monitoring the
Debtors' financial condition; advising them regarding the
management of their business; preparing business plans; negotiating
with creditors; and assisting them in implementing their strategic
plan.
The hourly rates charged by the firm range from $345 to $550. The
BGA personnel expected to provide the services and their hourly
rates are:
Stephanie Bramer $350
Brock Kline $375
Jeff Gorman $375
David Burke $400
Alex Smith $400
Chris Tomas $450
Michael Knight $550
BGA President Michael Knight 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 Knight
BGA Management LLC
601 Carlson Parkway
Carlson Towers, Suite 110
Minneapolis, MN 55305
Phone: 952-475-2225
Fax: 952-475-2224
About Pawn America
Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is
engaged in the business of retail sale of used merchandise,
antiques, and secondhand goods. It currently operates 24 stores in
Minnesota, Wisconsin, South Dakota, and North Dakota and employs
more than 500 people. The Company also founded and operates Payday
America, CashPass and MyBridgeNow.
Pawn America Wisconsin, LLC (Case No. 17-31146); Pawn America
Minnesota, LLC (Case No. 17-31145); and Exchange Street, Inc. (Case
No. 17-31147) each filed petitions for relief pursuant to chapter
11 of Title 11 of the United States Code with the U.S. Bankruptcy
Court for the District of Minnesota.
The Debtors filed for Chapter 11 to preserve the going concern
value of the businesses. The Debtors said the bankruptcy process
will allow them to assess their collective footprint and thereby
eliminate unprofitable stores and move forward with a strengthened
business through a plan of reorganization.
PETSMART INC: Moody's Puts B1 CFR on Review for Downgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of PetSmart, Inc. on
review for downgrade. The review for downgrade is prompted by
PetSmart's announcement that PetSmart will be acquiring Chewy, Inc.
a leading privately owned online retailer of pet products. Moody's
estimates the transaction to be valued at around $3 billion, a
majority of which will be financed through debt. Upon closing,
Chewy will continue to be led by CEO Ryan Cohen and operate largely
as an independent subsidiary of PetSmart.
"This deal follows in the footsteps of Walmart's Jet.com
acquisition and makes strategic sense as it adds online expertise
and scale and complements PetSmart's brick and mortar business
while immediately increasing PetSmart's online penetration with an
online platform that has already been built," Moody's Vice
President Mickey Chadha stated. "However, it will come at a hefty
price tag and like most high growth pure play online retailers
Moody's estimates Chewy is not profitable and generates no EBITDA
at this time. Moody's therefore expects the acquisition to increase
PetSmart's financial leverage", Chadha further stated.
The following ratings for Petsmart are placed on review for
downgrade:
- Corporate Family Rating at B1
- Probability of Default Rating at B1-PD
- Senior Secured Term Loan at Ba3 (LGD 3)
- Senior Unsecured Notes maturing 2023 at B3 (LGD 5)
RATINGS RATIONALE
Moody's rating review of PetSmart will consider the proforma
capital structure and credit metrics, execution and integration
risks associated with the acquisition, the level of any potential
synergies, and the future operating performance, financial
policies, growth and profitability of the combined company. The
review will also focus on how the acquisition will be financed and
the likely pace of deleveraging post-closing.
PetSmart, Inc. is the largest specialty retailer of supplies, food,
and services for household pets in the U.S. The company currently
operates close to 1,500 stores in the U.S. and Canada. Chewy is a
leading online retailer of pet food and products in the United
States. Founded in 2011 and headquartered in Dania Beach, Florida,
Chewy currently employs more than 5,000 people both in their home
office, Boston office and fulfillment centers in Pennsylvania,
Indiana, Texas and Nevada.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
PETSMART INC: S&P Puts 'B+' CCR on Watch Neg. After Announced Plan
------------------------------------------------------------------
S&P Global Ratings placed its ratings on Phoenix, Ariz.-based
PetSmart Inc., including its 'B+' corporate credit rating and
issue-level ratings on the company's $4.3 billion secured term loan
and $1.9 billion senior unsecured notes, on CreditWatch with
negative implications.
"The negative CreditWatch placement follows PetSmart's announcement
that it has entered into a definitive agreement to acquire online
pet retailer Chewy Inc. for a price of about
$3 billion. We expect the transaction to be funded largely with
debt," said credit analyst Adam Melvin. "The company expects the
transaction to close by second-quarter 2017. Further details of
the transaction were not disclosed."
S&P expects to resolve the CreditWatch placement after evaluating
the business and financial impact of the transaction, the financing
details, and management's financial policies and capital structure,
as soon as such information becomes available. The magnitude of
ratings downside would depend on a number of items including the
strategic plan to integrate Chewy into PetSmart, expectation for
synergies and the timeline at which they expect to realize cost
savings.
PIONEER ROOFING: Can Use B&H Bank Cash Collateral Until June 5
--------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia has entered a 12th Order authorizing Pioneer
Roofing Systems, Inc.'s interim use of cash collateral, in which
Burke & Herbert Bank & Trust Company holds a prior perfected
interest, until June 5, 2017.
The Debtor is authorized to use cash collateral in the ordinary
course of its business to pay suppliers and wages, purchase
inventory and continue to operate its business as set forth in the
Budget. The Budget covering the time period from April 11, 2017
through June 4, 2017 provides total expenses in the aggregate
amount of $235,957.
Judge Kenney has noticed from the evidence presented that the
current value of collateral is sufficient to provide immediate
adequate protection to Burke & Herbert Bank, as such, all the terms
of the prior order regarding use of cash collateral will remain in
full force and effect, including all provisions for additional
adequate protection and replacement liens.
A further hearing on the Debtor's use of cash collateral will be
held on June 6, 2017, at 11:00 a.m.
A full-text copy of the Twelfth Order, dated April 13, 2017, is
available at http://tinyurl.com/kbqdvfr
About Pioneer Roofing Systems
Pioneer Roofing Systems, Inc., a Virginia corporation, sells and
installs roofing systems in the Mid-Atlantic Region. Stephen R.
Wann, president and 100% shareholder, has operated the company for
the last 35 years. Its office is located at 7211-C Telegraph
Square Drive, Lorton, Virginia.
Pioneer Roofing Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 15-13518) on Oct. 8,
2015. Stephen R. Wann, president, signed the Chapter 11 petition.
At the time of the filing, the Debtor estimated assets of $500,000
to $1 million and liabilities of $1 million to $10 million.
The case is assigned to Judge Brian F. Kenney.
PLATINUM PARTNERS: Counsel Wants Gov't to Intervene in Fraud Case
-----------------------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reports that
Platinum Partners founder Mark Nordlicht's counsel said that the
court should intervene if the government doesn't soon provide
information about apparent leaks that may have tainted Mr.
Nordlicht's case.
Law360 relates that Mr. Nordlicht is accused of defrauding
investors in a portfolio company
The counsel, according to Law360, said in a letter to U.S. District
Judge Dora Irizarry that the government has failed to hand over
information surrounding investigators' apparent leak of grand jury
information to reporters.
About Platinum Partners Funds
Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund. Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.
The International Fund offered participating shares to prospective
investors. The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund. The Master Fund is a multi-strategy
hedge fund.
The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York. The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).
Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.
Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.
As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500. The Master Fund's total debt as of May 31, 2016,
was $382,000,000.
Holland & Knight LLP serves as counsel in the Chapter 15 cases.
QUANTUM CORP: Effects a 1-for-8 Reverse Stock Split
---------------------------------------------------
Quantum Corporation filed a Certificate of Amendment to its Amended
and Restated Certificate of Incorporation, as amended to effect a
1-for-8 reverse stock split. The reverse stock split was effective
at 8:00 p.m. Eastern Time on April 18, 2017, and the Company's
common stock began trading on a split-adjusted basis on April 19,
2017. The Company's common stock trades on the New York Stock
Exchange and will continue to trade under the symbol "QTM" with new
CUSIP number 747906501.
Upon the effective time, each eight shares of the Company's common
stock will be automatically combined into one share, with no change
in par value. The reverse stock split will reduce the number of
shares of the Company's outstanding common stock from approximately
273 million shares to approximately 34 million shares. No
fractional shares will be issued as a result of the reverse stock
split, and stockholders who otherwise would be entitled to a
fractional share will receive a cash payment.
Additional information on the treatment of fractional shares and
other effects of the reverse stock split can be found in Quantum's
definitive proxy statement filed with the Securities and Exchange
Commission on March 6, 2017. The amendment to the Amended and
Restated Certificate of Incorporation was approved by the Company's
stockholders at the Company's annual meeting of stockholders held
on March 31, 2017.
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015. As of Dec. 31, 2016, Quantum had
$229.66 million in total assets, $346.2 million in total
liabilities and a stockholders' deficit of $116.6 million.
REBUILTCARS CORP: In Chapter 11, Seeks Access to Cash
-----------------------------------------------------
Rebuiltcars Corporation seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to use cash
collateral.
The Debtor is involved in the business of purchasing and/or
obtaining vehicles destroyed in accidents and selling the usable
parts. As reflected on the proposed monthly Budget, the Debtor's
total operating expenses is estimated to be at least $35,501. The
Debtor contends that if the expenses are not paid in a timely
manner, it would then be forced into a premature liquidation.
The Debtor owns certain business assets which include vehicles,
vehicle parts and inventory, certificates of title and all
purchases, products, additions, accessions and replacements of
those assets.
1st Global Capital, Automobile Financing Corporation, Capital
Merchant Services, First Home Bank and Swift Capital have given
loans to the Debtor secured by substantially all of its business
assets. The Debtor believes that the prepetition liens on the
business assets totaled approximately $494,189 and broken down to
each lien holder as follows:
(a) 1st Global Capital $37,493
(b) Automobile Financing Corporation $40,000
(c) Capital Merchant Services $27,096
(d) First Home Bank $337,233
(e) Swift Capital $52,367
Accordingly, the Debtor proposes to provide 1st Global Capital,
Automobile Financing Corporation, Capital Merchant Services, First
Home Bank and Swift Capital with replacement liens in the its
Business Assets, which replacement liens will have the same
validity, perfection, and enforceability as their respective
pre-petition liens.
The Debtor also proposes to make adequate protection payments,
commencing on May 1, 2017, as follows:
1st Global Capital $189.60
Automotive Financing Company $202.27
Capital Merchant Services $131.02
First Home Bank $1,705.31
Swift Capital $264.81
The Debtor will also maintain adequate property insurance on its
Business Assets.
A full-text copy of the Debtor's Motion, dated April 17, 2017, is
available at https://is.gd/0VfYNm
About Rebuiltcars Corporation
Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-11811), on April 14, 2017. The case is assigned
to Judge Timothy A. Barnes. The Debtor is represented Paul M. Bach
and Penelope N. Bach at Bach Law Offices.
Rebuiltcars Corporation's attorneys:
Paul M. Bach. Esq.
Penelope N. Bach, Esq.
Bach Law Offices
Attorneys At Law
P.O. Box 1285
Northbrook, Illinois 60062
Phone: (847) 564-0808
REPUBLIC AIRWAYS: Creditor Fails to Block Plan to Consolidate
-------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the Hon.
Sean H. Lane of the U.S. Bankruptcy Court for the Southern District
of New York has overruled a Wells Fargo-affiliated creditor's
objection to Republic Airways Holdings Inc.'s proposal to
substantively consolidate.
Law360 relates that Judge Lane's decision ended a prolonged dispute
that turned last month the Debtor's Chapter 11 plan confirmation
hearing into a full day of testimony and legal argument over the
proposed treatment of unsecured creditor Residco.
About Republic Airways
Based in Indianapolis, Indiana, Republic Airways Holdings Inc.,
(OTCMKTS:RJETQ) owns Republic Airline and Shuttle America
Corporation. Republic Airline and Shuttle America --
http://www.rjet.com/-- offer approximately 1,000 flights daily to
105 cities in 38 states, Canada, the Caribbean and the Bahamas
through Republic's fixed-fee codeshare agreements under major
airline partner brands of American Eagle, Delta Connection and
United Express.
Republic Airways Holdings Inc. and six affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of
Republic Airways Holdings Inc. to serve on the official committee
of unsecured creditors. The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.
* * *
The Debtors filed a Plan under which unsecured creditors will
either receive a distribution of 45% in cash or 41%-48% new common
stock under the plan.
The Debtors believe that they will have sufficient cash resources
to make the payments required pursuant to the plan, repay and
service debt obligations, and maintain operations on a
going-forward basis.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-10429-1312.pdf
REPUBLIC AIRWAYS: Reorganization Plan Has Final Approval
--------------------------------------------------------
Republic Airways Holdings Inc., the parent of Republic Airline, one
of the largest independent regional airlines in the United States,
on April 20, 2017, disclosed that the Honorable Judge Sean Lane of
the U.S. Bankruptcy Court for the Southern District of New York has
approved Republic's Plan of Reorganization and has entered an order
to that effect. [Thurs]day's decision sets in motion a process by
which the Company expects to emerge from Chapter 11 as a private
company before the end of April.
"I want to thank our Associates for never wavering in their
commitment to our vision and mission throughout this challenging
process," said Bryan Bedford, Republic's president and chief
executive officer. "With the work of restructuring complete, we're
ready to come out of Chapter 11 laser-focused on reclaiming our
leadership position in the regional airline industry by delivering
outstanding operational reliability to our major airline partners,
excellent customer service to our guests on board our aircraft, and
maximizing future value for all our stakeholders."
On Feb. 25, 2016, the Company filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code. The cases
have been pending before the Honorable Judge Sean Lane under Case
No. 16-10429.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP served as
Republic's legal advisors in the restructuring. Seabury Group LLC
served as financial advisor.
About Republic Airways
Based in Indianapolis, Indiana, Republic Airways Holdings Inc.,
(OTCMKTS:RJETQ) owns Republic Airline and Shuttle America
Corporation. Republic Airline and Shuttle America --
http://www.rjet.com/-- offer approximately 1,000 flights daily to
105 cities in 38 states, Canada, the Caribbean and the Bahamas
through Republic's fixed-fee codeshare agreements under major
airline partner brands of American Eagle, Delta Connection and
United Express.
Republic Airways Holdings Inc. and six affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
16-10429) on Feb. 25, 2016. Joseph P. Allman, the senior vice
president and CFO, signed the petitions.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Judge Sean H. Lane is the case judge.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.
* * *
The Debtors filed a Plan under which unsecured creditors will
either receive a distribution of 45% in cash or 41%-48% new common
stock under the plan.
The Debtors believe that they will have sufficient cash resources
to make the payments required pursuant to the plan, repay and
service debt obligations, and maintain operations on a
going-forward basis.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-10429-1312.pdf
RESOLUTE ENERGY: Hires Petrie and Barclays as Financial Advisors
----------------------------------------------------------------
Resolute Energy Corporation has engaged Petrie Partners, LLC and
Barclays Capital Inc. to act as financial advisors in connection
with the previously announced disposition process for its Aneth
Field properties in southeast Utah, in the Paradox Basin. The
Company anticipates that a virtual data room will be available in
the coming weeks. Certain overview materials regarding the
properties have been posted to the Company's website at
www.resoluteenergy.com. Parties interested in participating in the
process should contact Andy Rapp at Petrie Partners (303.953.6768)
or Steve Almrud at Barclays (713.236.2417) to arrange execution of
a confidentiality agreement.
The Company also disclosed that pursuant to the spring borrowing
base redetermination under its Third Amended and Restated Revolving
Credit Facility, the Company's new borrowing base has been set at
$225 million, providing ample liquidity for the Company to fund the
pending Reeves County, Texas acquisition scheduled to close in May
and also to pursue its 2017 drilling program.
About Resolute Energy Corporation
Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an
independent oil and gas company focused on the acquisition,
exploration, exploitation and development of oil and gas
properties, with a particular emphasis on liquids focused,
long-lived onshore U.S. opportunities. Resolute's properties are
located in the Paradox Basin in Utah and the Permian Basin in Texas
and New Mexico.
Resolute reported a net loss of $161.72 million in 2016 following a
net loss of $742.27 million in 2015. As of Dec. 31, 2016, Resolute
had $588.37 million in total assets, $664.12 million in total
liabilities and a total stockholders' deficit of $75.74 million.
* * *
As reported by the TCR on Feb. 27, 2017, Moody's Investors Service
upgraded Resolute Energy Corporation's Corporate Family Rating
(CFR) to B3 from Caa2, the Probability of Default Rating to B3-PD
from Caa2-PD and its senior unsecured notes rating to Caa1 from
Caa3. The Speculative Grade Liquidity rating was affirmed at
SGL-3. The rating outlook was changed to stable.
"The upgrade to B3 reflects Resolute's improved capital structure,
continued strong drilling results and improved production and
drilling economics, which provide good visibility to continued
growth in a mid $40s oil price environment without increasing debt
leverage," noted John Thieroff, Moody's VP-Senior Analyst. "We
expect moderation in the company's reserve- and production-based
debt metrics from significant production growth at very competitive
drillbit costs."
RESTORE HEALTH: Plan Confirmation Hearing Set for May 18
--------------------------------------------------------
The Hon. Catherine J. Furay of the U.S. Bankruptcy Court for the
Western District of Wisconsin approved Restore Health Pharmacy,
LLC, et al.'s disclosure statement referring to their plan of
reorganization filed on Jan. 26, 2017, both as modified as of March
27, 2017.
May 4, 2017, is fixed as the last day for filing written
acceptances or rejections of the plan.
May 12, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the plan.
May 18, 2017, at 1:30 p.m. in room 340 at the U.S. Bankruptcy
Court, 120 North Henry Street, Madison, Wisconsin, is fixed for the
hearing on the confirmation of the plan.
The Troubled Company Reported previously reported that the Debtor
will distribute the $680,000 Holdings D&O Settlement Payment, minus
the amounts necessary to pay in reserve for Administrative Claims,
pro rata to the holders of allowed Class 2 General Unsecured
Claims. The Debtor believes that the aggregate amount of Class 2
Claims ultimately allowed by the Court will be approximately
$5,777,849.63. The dividend the Debtor anticipates holders of
Allowed Class 2 Claims will receive is somewhere between 10% and
12% of the allowed amount of their claims, depending on factors as
the amounts of Administrative Claims that are ultimately allowed.
The Disclosure Statement is available at:
http://bankrupt.com/misc/wiwb15-14095-332.pdf
About Restore Health Pharmacy
Restore Health Pharmacy, LLC, was organized in 2011 to acquire the
assets of Madison Pharmacy Associates, a compounding pharmacy
founded in 1982. The Debtor is a wholly-owned subsidiary of
Restore Holdings, LLC.
Although the majority of the prescriptions it had historically
filled were for women's bioidentical hormone replacement drugs,
the
Debtor is a full-service compounding pharmacy. Together with its
affiliates, it had on hand approximately 10,000 unique compounded
formulation recipes used in the treatment of a broad range of
medical conditions.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W. D. Wis. Case No. 15-14095) on Nov. 16, 2015. The
petition was signed by Matthew J. Wanderer, managing member. The
case is jointly administered with Restore Holdings' Chapter 11
case.
Leonard G. Leverson, Esq., at Leverson Lucey & Metz S.C. serves as
the Debtor's bankruptcy counsel.
At the time of the filing, the Debtor estimated assets of less
than
$500,000 and liabilities of $1 million to $10 million.
RETAIL DESIGNS: Symetra Wants Adequate Protection for Cash Use
--------------------------------------------------------------
Symetra Life Insurance Company requests the U.S. Bankruptcy Court
for the Middle District of Florida for an Order prohibiting Retail
Designs, LLC's use of its cash collateral, or conditioning the use
of its cash collateral on the Debtor's ability to provide Symetra
Life Insurance with adequate protection.
Symetra Life Insurance also asks the Court to require the Debtor to
place into an escrow account, separate and independent of all other
accounts of the Debtor, any sums, proceeds, and rental payments
received or collected by Debtor under the Kmart Lease.
The Debtor owes Symetra Life Insurance approximately $1,172,330, as
of March 30, 2017, on account of the Note, which is secured by a
certain Trust Deed, Assignment of Rents, Fixture Filing and
Security Agreement. Pursuant to the Loan Documents, the Debtor has
granted Symetra Life Insurance a first priority security interest
in certain real property in the Fayette Landings Development in
Fayette County, West Virginia, and assigned to Symetra Life
Insurance all rights of the Debtor to collect and receive all of
the rents, income, receipts, revenue, and deposits in and to that
certain lease by and between Debtor and Kmart Corporation for the
lease of the premises located at 9000 Fayette Landings Shopping
Center, Oak Hill, West Virginia.
Symetra Life Insurance believes that the Debtor has received, and
will continue to receive, monthly rental payments under the Kmart
Lease in the amount of approximately $43,074, which monthly rental
payments constitute, in part, the cash collateral of Symetra Life
Insurance.
Symetra Life Insurance has been advised that the Debtor has been
collecting, or is seeking to collect, the rental payments due and
owing under the Kmart Lease. Because Symetra Life Insurance does
not consent to the use of its cash collateral, including the rental
payments due or which may become due under the Kmart Lease, Symetra
Life Insurance asks the Court that the Debtor must prove that it
can provide Symetra Life Insurance with adequate protection to
obtain a court order permitting it to use its cash collateral.
Symetra Life Insurance Company is represented by:
Bradley M. Saxton, Esq.
Josh A. Rubin, Esq.
WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A.
Post Office Box 880
Winter Park, FL 32790-0880
Phone: (407) 423-4246
E-mail: bsaxton@whww.com
jrubin@whww.com
About Retail Designs
Retail Designs, LLC, operates the Super 8 Motel located at 9020
Fayette Landings Shopping Center, in Oak Hill, West Virginia.
Retail Designs filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 17-02044) on March 13, 2017. The petition was signed
by William A. Abruzzino, Managing Member. The Debtor is
represented by Michael R. Dal Lago, Esq. at Dal Lago Law. At the
time of filing, the Debtor had estimated both assets and
liabilities to be less than $50,000.
ROOT9B HOLDINGS: Grano Steps Down; Unit Chief Named New CEO
-----------------------------------------------------------
Joseph Grano Jr., chief executive officer of root9B Holdings, Inc.,
informed the Board of Directors of the Company that he intends to
step down as chief executive officer following the expiration of
his current employment agreement on May 25, 2017, according to a
regulatory filing with the Securities and Exchange Commission. It
is expected that Mr. Grano will continue as a director of the
Company and serve as nonexecutive Chairman of the Board following
his tenure as chief executive officer.
To succeed Mr. Grano, the Board appointed Eric Hipkins, president
of root9B LLC, a wholly owned subsidiary of the Company, as chief
executive officer, effective May 25, 2017. Mr. Hipkins has served
as chief executive officer of root9B LLC since 2011 and a director
of the Company since August 2016. Mr. Hipkins has over 25 years of
experience as an accomplished cyber and intelligence professional.
His experience includes numerous assignments across the
Intelligence Community including senior positons within the
National Security Agency, Special Programs and the Special
Operations Community. Mr. Hipkins is a global war on terrorism
veteran as well as serving in numerous advanced roles within the
Research & Engineering, Cryptology, Intelligence-Signals Analysis
and Information Operations branches of the NSA. He is recognized
across the Forensic and Computer Network Operations community as a
subject matter expert. Mr. Hipkins has a Masters of Arts in
Computer Resources Information Management in addition to many
nationally recognized technology certifications.
Mr. Hipkins currently receives an annual base salary of $350,000
and is eligible to participate in the Company's discretionary bonus
program. The Board has not yet determined the compensation and
other terms of Mr. Hipkins employment following his appointment as
chief executive officer of the Company.
About Root9B
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc. effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $8.33 million in 2015 following a net
loss of $24.43 million in 2014.
As of Sept. 30, 2016, Root9B had $31.05 million in total assets,
$13.82 million in total liabilities, and $17.22 million in total
stockholders' equity.
"The Company will need to raise additional funds in order to fund
operations. Financing transactions, may include the issuance of
equity or debt securities, and obtaining credit facilities, or
other financing mechanisms. However, if the trading price of our
common stock declines, or if the Company continues to incur losses,
this could make it more difficult to obtain financing through the
issuance of equity or debt securities. Furthermore, if we issue
additional equity or debt securities, stockholders will likely
experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing
holders of our common stock. The inability to obtain additional
financing may restrict our ability to grow and may affect
operations of the Company, its ability to retain and hire critical
staff and revenue producing sub-contractors, and will raise
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2016.
ROYAL FLUSH: Disclosure Statement Hearing Set for May 16
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
is set to hold a hearing on May 16, at 10:00 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization of Royal Flush, Inc.
The hearing will take place at the U.S. Steel Tower, Courtroom D,
54th Floor, 600 Grant Street, Pittsburgh, Pennsylvania. Objections
are due by May 9.
Under the company's latest plan filed on April 11, 2017, Class 10
general unsecured creditors with claims in excess of $2,500 will be
paid in full over seven years without interest. Holders of small
claims of less than $2,500 will be paid over 12 months following
the effective date of the plan.
A copy of the Amended Disclosure Statement is available for free at
http://bankrupt.com/misc/RoyalFlush_1DS041117.pdf
About Royal Flush
Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc.,
transports "fracked" water from gas drilling sites. It also rents
and services portable toilets. It services the construction
industry, the entertainment industry and consumers.
Royal Flush sought Chapter 11 bankruptcy protection (Bankr. W.D.
Pa. Case No. 16-23458) on Sept. 15, 2016, estimating assets and
liabilities between $1 million and $10 million each. The petition
was signed by Carol A. Swank, secretary and treasurer.
Judge Jeffery A. Deller is the case judge.
Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.
On Oct. 20, 2016, Andrew R. Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
Committee is represented by Leech Tishman Fuscaldo & Lampl, LLC.
RUPARI HOLDING: Cash Collateral Budget Inadequate, US Trustee Says
------------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reports that the
U.S. trustee's office attorney David L. Buchbinder described Rupari
Food Services Inc.'s cash collateral budget as "grossly
inadequate".
Law360 states that the federal bankruptcy watchdog expressed
concern over whether the Debtor's Chapter 11 strategy would let the
Debtor pay anyone other than senior creditors and leave all its
more junior obligations, which make up the bulk of its liabilities,
without a recovery.
As reported by the Troubled Company Reporter on April 19, 2017,
Rupari Holding Corp. and Rupari Food Services, Inc., sought court
permission to use of cash collateral until May 12, 2017, to pay
expenses of operating their business and fund the sale of
substantially all of their assets, in accordance with its first
13-week forecast.
About Rupari Holding Corp.
Established in 1978, Rupari -- http://www.rupari.com/-- is a
culinary supplier of sauced and unsauced ribs, barbeque pork, and
BBQ chicken. Since 1978, Rupari Foods has been producing and
distributing the finest, restaurant-quality, pre-cooked, sauced,
bone-in proteins, and related barbeque products. The Company
offers a full line of meats under the Rupari brand name, as well as
a variety of products under the retail names of Tony Roma's and
Butcher's Prime. The Company's products are available at large and
mid-sized retailers throughout the United States and Canada.
Rupari Holding Corp. and its affiliate Rupari Food Services, Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and
17-10794, respectively) on April 10, 2017. The petitions were
signed by signed by Jack Kelly, CEO.
At the time of filing, the Debtors each estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
The cases are assigned to Judge Kevin J. Carey.
R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A.
Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are
serving as counsel to the Debtors. Kinetic Advisors LLC is the
financial advisor. Donlin, Recano & Co., Inc., is the claims and
noticing agent.
No trustee, examiner, or official committee of unsecured creditors
has been appointed in the Debtors' chapter 11 cases.
SAM BASS: Artworks, Memorabilia Up for Auction on May 3
-------------------------------------------------------
Iron Horse Auction Company will hold a bankruptcy auction of the
Collection of Sam Bass, NASCAR's first officially licensed artist.
Iron Horse will hold a live auction -- with online simulcast -- at
The Cabarrus Arena in Concord, North Carolina, on May 3 at 10:00
a.m. Pre-bidding will open April 25 at 8:00 a.m.
Iron Horse says the "historic auction" will include more than 250
original works of Sam Bass art, many never before offered for
purchase. Also included are more than 85 Custom, Autographed, and
Relic guitars, and more than 25 amplifiers, as well as race run
body panels from NASCAR stock cars -- with autographs from top
drivers like Dale Earnhardt Sr., Dale Earnhardt Jr., Jeff Gordon,
and Jimmie Johnson.
Iron Horse says a second auction will be hold online only, and
begins closing May 9th at 11 a.m.
Additional information is available at https://is.gd/xSpBxE
Iron Horse Auction Company, Inc., is acting as agent of the Seller
and at no time acting on behalf of the Buyer.
There will be a 15% Buyer's Premium added to the final bid price to
determine the final contract purchase price.
Iron Horse may be reached at:
Iron Horse Auction Company
PO Box 1267
Rockingham, NC 28380
E-mail: josh@ironhorseauction.com
Sam Bass Illustration & Design, Inc., is a debtor in a Chapter 7
bankruptcy proceeding (Bankr. M.D.N.C. Case No. 16-51021) pending
before the Hon. Catharine R. Aron. The case was filed Oct. 3,
2016. Sam Bass estimated under $50,000 in assets and between
$100,001 and $500,000 in liabilities.
The Chapter 7 Debtor is represented by:
Kristen Scott Nardone, Esq.
P.O. Box 1394
Concord, NC 28026-1394
Tel: 704-784-9440
Fax: 704-721-5175
E-mail: kristen@davisnardone.com
The Chapter 7 Trustee is:
W. Joseph Burns
PO Box 21433
Winston-Salem, NC 27120-1433
Tel: 336-893-7384
SANDERS ELITE: Has Interim Authorization to Use Cash Collateral
---------------------------------------------------------------
Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida has authorized Sanders Elite Training
Performance to use cash collateral in the ordinary course of
business on an interim basis pending a final hearing.
The Debtor will provide Celtic Bank d/b/a Kabbage Business Loans
with replacement lien on future receivables and the Debtor's
projected positive cash flow, as adequate protection to its
interest in the Debtor's assets, including the cash collateral.
The Court will hold a final evidentiary hearing on the Debtor's
Motion to Use Cash Collateral on June 7, 2017, at 2:00 p.m.
A full-text copy of the Interim Order, dated April 17, 2017, is
available at https://is.gd/mWQjZY
About Sanders Elite Training Performance
Sanders Elite Training Performance is a Florida corporation based
in Jacksonville, Florida. It is in the business of personal sports
and physical training for athletes in a broad range of sports. It
also offers a variety of training services including individual
weight loss advice and programs, physical performance classes,
individual training for athletes of all levels, and small group
training for teams.
Sanders Elite Training Performance filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 17-01140) on April 1, 2017. The
petition was signed by Jerrian R. Sanders, president. The Debtor
is represented by Thomas C. Adam, Esq. at Adam Law Group, P.A. At
the time of filing, the Debtor estimated less than $50,000 in
assets and $100,000 to $500,000 in liabilities.
No trustee, examiner, or statutory committee has been appointed in
the Chapter 11 case.
SANDRIDGE ENERGY: Bounces Back from Bankruptcy
----------------------------------------------
The American Bankruptcy Institute, citing Adam Wilmoth of The
Oklahoman, reported that after spending five months in bankruptcy
reorganization last year, Oklahoma City-based SandRidge Energy Inc.
has shed $3.7 billion in debt and refocused its drilling efforts as
it seeks to take advantage of recovering oil and natural gas
prices.
According to the report, SandRidge drilled 652 wells in 2014, but
tumbling prices, heavy debt and stricter regulations because of the
state's increased earthquake activity caused the company to slow
its drilling to 176 wells in 2015 and just 32 last year. The
company finished 2016 with just one active rig, but executives said
they plan to add two more rigs by summer, the report related.
"With our strong balance sheet and liquidity in excess of $500
million, I believe SandRidge has compelling, multiyear
opportunities to add shareholder value," CEO James Bennett said in
February, the report cited.
Mr. Bennett said the company will focus some of its 2017 drilling
activity into the Meramec and Osage formations, rock layers that
underlie the water-heavy Mississippi Lime the company has
concentrated on in recent years, the report further cited.
About SandRidge Energy, Inc.
SandRidge Energy, Inc. -- http://www.sandridgeenergy.com/-- is an
oil and natural gas exploration and production company
headquartered in Oklahoma City, Oklahoma, with its principal focus
on developing high-return, growth-oriented projects in the U.S.
Mid-Continent and Niobrara Shale.
SandRidge Energy, Inc. and 24 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions
were signed by Julian M. Bott as chief financial officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC
as restructuring advisor and Prime Clerk LLC as claims and
noticing
agent.
The cases are assigned to Judge David R Jones.
The Office of the U.S. Trustee has appointed five creditors of
SandRidge Energy, Inc., to serve on the official committee of
unsecured creditors. The Official Committee is represented by
Charles R. Gibbs, Esq., Daniel H. Golden, Esq., Abid Qureshi,
Esq.,
and Brad M. Kahn, Esq., at Akin Gump Strauss Hauer & Feld LLP.
An Ad Hoc Committee of Shareholders is represented by Susan C.
Mathews, Esq., Lori Ann Hood, Esq., and Sunil "Neil" Gupta, Esq.,
at Baker, Donelson, Bearman, Caldwell & Berkowitz.
Counsel to the First Lien Credit Agreement Agent are Andrew V.
Tenzer, Esq., Leslie A. Plaskon, Esq., and Michael Comerford,
Esq.,
at Paul Hastings LLP.
Counsel to the Ad Hoc Group of Consenting Unsecured Creditors are
Joseph H. Smolinsky, Esq., and Daniel N. Griffiths, Esq., at Weil
Gotshal & Manges LLP.
Counsel to the Ad Hoc Group of Consenting Second Lien Creditors
are
Damian S. Schaible, Esq., and Eli V. Vonnegut, Esq., at Davis Polk
& Wardwell, LLP.
* * *
SandRidge Energy on Oct. 4, 2016, disclosed that it has emerged
from Chapter 11, having satisfied all the necessary provisions of
its Plan of Reorganization. SandRidge also received approval to
relist on the New York Stock Exchange in conjunction with its
emergence and resumed trading of newly issued common stock on
October 4, 2016, under the ticker symbol "SD".
The Bankruptcy Court on Sept. 9, 2016, entered an order confirming
the Joint Chapter 11 Plan of Reorganization, which will eliminate
$3.7 billion in pre-petition funded indebtedness.
SCOTT A. BERGER: Can Continue Using Cash Collateral Until May 3
---------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida has signed an Agreed Sixth Interim Order
authorizing Scott A. Berger, M.D., P.A., to use cash collateral
until May 3, 2017.
The Secured Creditor is granted a postpetition security interest
and lien, of the same validity, extent and priority as the Secured
Creditor's pre-petition security interests, in the secured
creditor's pre-petition collateral in and to:
(a) all proceeds from the disposition of any of the cash
collateral, and
(b) any and all of its goods, property, assets and interests
in property in which the Secured Creditor held a lien or security
interest prior to the petition date, whether now existing and/or
owned and hereafter arising and/or acquired and wherever located by
the Debtor, and proceeds thereof.
A full-text copy of the Agreed Sixth Interim Order, dated April 14,
2017, is available at https://is.gd/I0p3qK
About Scott A. Berger, M.D.
Scott A. Berger, M.D., P.A., a/k/a Pain Management Consultants of
South Florida, a/k/a Pain Management Consultants of West Boca, is
based at 9970 Central Park Blvd #401, Boca Raton, Florida.
Scott A. Berger, M.D., P.A., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 16-19155) on June 29, 2016.
Scott A. Berger, MD, director, signed the petition. The Debtor is
represented by Tarek K. Kiem, Esq., at Rappaport Osborne Rappaport
& Kiem, PL. The case is assigned to Judge Erik P. Kimball. The
Debtor estimated assets at $100,000 to $500,000 and debt at $1
million to $10 million at the time of the filing.
SINDESMOS HELLINIKES: Wants Plan Filing Deadline Moved to May 12
----------------------------------------------------------------
Sindesmos Hellinikes-Kinotitos of Chicago filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a motion to
extend the deadline for the Debtor to file a plan of reorganization
and disclosure statement from April 7, 2017, to and including May
12, 2017.
The Debtor asserts that it was in settlement negotiations with
Hellenic-American Academy Foundation, NFP, with respect to certain
monetary claims which each party has asserted against the other, as
well as other outstanding disputes. Resolution of these claims
would have had a significant impact on any plan and disclosure
statement proposed by the Debtor and may, in fact, have rendered
further bankruptcy relief unnecessary. Negotiations had appeared to
have broken down, but the parties are now continuing to discuss a
possible resolution to the matter. As a result, the Debtor requests
additional time to negotiate a settlement and/or finalize a Plan
and Disclosure Statement.
About Holy Trinity
Sindesmos Hellinikes-Kinotitos of Chicago, aka Holy Trinity
Helennic Orthodox Church, aka Holy Trinity Orthodox Church of
Chicago, is an Illinois religious corporation which for more than
100 years has operated a Greek Orthodox Church currently located
at
6041 W. Diversey Avenue, Chicago, Illinois 60639, where it
conducts
its religious services and provides parish activities. The
instant
case bankruptcy case was filed because of a pending state
foreclosure proceeding filed by MB Financial Bank, NA, against the
Debtor with respect to the Chicago Property.
The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-22446) on June 29, 2015. Judge Timothy A. Barnes is assigned to
the case. The Debtor estimated assets in the range of $o to
$50,000 and $100,001 to $500,000 in debt. David R Herzog, Esq. at
Herzog & Schwartz, P.C. serves as the Debtor's counsel.
Holy Trinity is an Illinois religious corporation which for more
than 100 years has operated a Greek Orthodox Church currently
located at 6041 W. Diversey Ave., Chicago, Illinois, where it
conducts its religious services and provides parish activities.
The Chapter 11 case was filed because of a pending state
foreclosure proceeding filed by MB Financial Bank, NA ("MB")
against the Debtor with respect to the Chicago Property.
In 2004, Holy Trinity purchased property at 1085 N. Lake Cook Rd.,
Deerfield, Illinois (the "Deerfield Property") for the purpose of
relocating its parochial school known as the Socrates
Greek-American Elementary School, which was founded in 1908, to
the
Deerfield Property.
SKG THE PARK: Hires Nitz Walton as Appeal Counsel
-------------------------------------------------
SKG The Park at Spanish Ridge, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of District of Nevada to employ
Nitz Walton, Ltd., as the Debtor's counsel in an appellate
proceeding.
Prior to the Petition Date, the Eighth Judicial District Court,
Clark County, Nevada, entered an Amended and Corrected Findings of
Facts and Conclusions of Law and Judgment (the "FFCL"), and a
Judgment in Favor of Pinnacle Entertainment, Inc. (the "Pinnacle
Judgment"), in the Pinnacle Entertainment, Inc. vs. SKG Park at
Spanish Ridge, LLC, Case No. A-14-697030-B (the "State Court
Matter").
On March 11, 2016, the Debtor appealed the FFCL and Judgment to the
Nevada Supreme Court.
On April 8, 2016, Pinnacle Entertainment, Inc. ("Pinnacle")
commenced a cross appeal case.
On March 7, 2017, the Debtor filed a Notice of Filing of Bankruptcy
in both Appeal No. 69975 and Cross-Appeal No. 70152 (collectively,
the "Appeal Cases").
On April 4, 2017, the Debtor filed an Emergency Motion to Confirm
that Appeal No. 69975 and Cross-Appeal No. 70152 are Stayed Due to
the Debtor's Bankruptcy Filing, or Alternatively for Extension of
Time to File Brief.
SKG The Park requires Nitz Walton to provide legal services to the
Debtor with respect to the litigation matter with Pinnacle, and
represent the Debtor with respect to the state court matter with
Pinnacle on appeal in the Nevada Supreme Court.
Nitz Walton will be paid at these hourly rates:
W. Owen Nitz $350
James H. Walton $325
Nitz Walton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James H. Walton, principal of Nitz Walton, Ltd., 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.
Nitz Walton can be reached at:
James H. Walton, Esq.
NITZ WALTON, LTD.
601 S. 10th St., Suite 201
Las Vegas, NV 89101
Tel: (702) 474-4004
About SKG The Park at Spanish Ridge, LLC
SKG The Park at Spanish Ridge, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10955) on
March 1, 2017. The petition was signed by Jerry Kramer and John
Schadler, managing members. The case is assigned to Judge Mike K.
Nakagawa.
At the time of the filing, the Debtor disclosed $28.36 million in
assets and $24.49 million in liabilities.
SKG THE PARK: Hires Sun Commercial as Real Estate Broker
--------------------------------------------------------
SKG The Park at Spanish Ridge, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of District of Nevada to employ
Sun Commercial Real Estate, as real estate broker to the Debtor.
SKG The Park requires Sun Commercial to market and sell the
Debtor's real properties.
Sun Commercial will be paid a commission of 2% from the sale of the
Debtor's properties.
Cathy Jones, member of Sun Commercial Real Estate, 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.
Sun Commercial can be reached at:
Cathy Jones
SUN COMMERCIAL REAL ESTATE
6140 Brent Thurman Way, Suite 140
Las Vegas, NV 89148
Tel: (702) 968-7320
About SKG The Park at Spanish Ridge, LLC
SKG The Park at Spanish Ridge, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10955) on
March 1, 2017. The petition was signed by Jerry Kramer and John
Schadler, managing members. The case is assigned to Judge Mike K.
Nakagawa.
At the time of the filing, the Debtor disclosed $28.36 million in
assets and $24.49 million in liabilities.
SM ENERGY: Moody's Raises Corporate Family Rating to B1
-------------------------------------------------------
Moody's Investors Service upgraded SM Energy Company's Corporate
Family Rating (CFR) to B1 from B2, Probability of Default Rating
(PDR) to B1-PD from and B2- PD and senior unsecured notes to B2
from B3. The Speculative Grade Liquidity (SGL) Rating was also
upgraded to SGL-1 from SGL-3. The rating outlook is stable.
"The upgrade reflects Moody's views that SM Energy will lower its
break-even cost, increase oil production and improve margins over
time as it dedicates most of its capital supported by very good
liquidity to developing the relatively low-risk Permian Basin
acreage through 2019," said Sajjad Alam, Moody's Senior Analyst.
"Notwithstanding the inherent risks involved in a rapid portfolio
transformation, the Permian assets will significantly boost SM
Energy's economic drilling inventory, provide a profitable and
growing production platform outside of its legacy Eagle Ford
footprint and minimize negative free cash flow."
Issuer: SM Energy Corporation
Upgrades:
-- Corporate Family Rating, Upgraded to B1 from B2
-- Probability of Default Rating, Upgraded to B1-PD from B2-PD
-- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD
4) from B3 (LGD4)
-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
SGL-3
Outlook:
-- Maintained Stable Outlook
RATINGS RATIONALE
The B1 CFR reflects SM Energy's high financial leverage and
portfolio transformation risk resulting in reduced production and
reserves following significant asset dispositions. SM Energy's
mostly undeveloped Permian Basin assets have execution and capital
risks, which will consume most of its capital and management
resources through 2018. While the company has built a significant
position in the Midland Basin in a short period and plans to
aggressively drill through 2018 to retain, de-risk and develop the
acreage, it will take some time for SM Energy to optimize drilling
and completion designs, establish ideal landing zones and well
spacing and maximize productivity. The B1 CFR also considers SM
Energy's large production platform in the Eagle Ford, balanced
product mix, track record of relatively low-cost and efficient
operations, substantial 2017 hedge protection and very good
liquidity.
The SGL-1 rating reflects Moody's view that SM Energy will have
very good liquidity through 2018 supported by operating cash flow,
asset sales proceeds, and an unused revolver. The company had
roughly $700 million in cash (including asset sales proceeds
received in March 2017) and an undrawn $925 million borrowing base
revolving credit facility as of March 31, 2017. Moody's expects the
borrowing base to remain fairly stable in 2017 as any potential
reserve loss from additional asset sales will likely be offset by
reserve additions in the Permian Basin. The company has downside
price protection on roughly 80% of it projected production volumes
for 2017 and one-third of its projected volumes for 2018. The
company does not have near term refinancing needs since its
revolver matures in December 2019 and the nearest bond maturity is
in 2021. The company should comfortably comply with the three
financial covenants (maximum secured debt to EBITDA of 2.75x,
minimum EBITDA/Interest of 2x and a minimum current ratio of 1x) in
its credit agreement through 2018.
The stable outlook reflects SM Energy's well defined drilling plan
and very good liquidity through 2018. The rating could be upgraded
if the company can achieve its targeted Permian Basin production
growth, reduce a meaningful amount of debt and improve capital
productivity. More specifically, Moody's would considers an upgrade
if the company can maintain the RCF/debt ratio above 35% and
sustain a leveraged full cycle ratio above 1x. A downgrade is
likely if the RCF/Debt ratio remains below 15% over an extended
period or liquidity weakens considerably.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
SM Energy Company is an independent exploration and production
company based in Denver, Colorado.
SUNGEVITY INC: Has Final OK to Obtain Financing & Use Cash
----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has entered a final order authorizing Sungevity, Inc.,
et al., to obtain from LSHC Solar Holdings LLC, as lender, and
Wilmington Trust, N.A., as the administrative agent for the DIP
lender, $20 million in postpetition financing on a super-priority,
senior secured basis to fund the Debtors' Chapter 11 cases and the
continued operation of their businesses as the Debtors and fund
certain fees and expenses associated with the consummation of the
transactions contemplated in the DIP credit documents. The Debtors
also got the Court's final authorization to use cash collateral.
The final court order is available at:
http://bankrupt.com/misc/deb17-10561-193.pdf
Vince Sullivan, writing for Bankruptcy Law360, reports that the
Court had asked for some changes to the final order and overruled
the objections of the U.S. trustee. According to the report, a
representative for the U.S. Trustee told the Court that she
objected to the proposed final debtor-in-possession financing order
due to the priming of secured liens on the Debtor's assets, among
others.
As reported by the Troubled Company Reporter on April 7, 2017, the
Court entered an interim order approving the postpetition financing
from LSHC Solar and use the cash collateral of Hercules, MMA Energy
Capital LLC, MHA Trust, LLC, and Wilmington Fund Society, FSB, as
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.
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.
TECHNIPLAS LLC: S&P Affirms 'B' CCR; Outlook Negative
-----------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Nashotah, Wis.-based automotive supplier Techniplas LLC.
The outlook remains negative.
S&P also affirmed its 'B' issue-level rating on the company's
senior secured notes. The '3' recovery rating remains unchanged,
indicating S&P's expectation for meaningful (50%-70%; rounded
estimate 50%) recovery in a default scenario.
"We are maintaining our negative outlook on Techniplas due to
relatively weak free operating cash flow and high leverage," said
S&P Global Ratings credit analyst David Binns.
While EBITDA margins have improved, Techniplas did not generate
free operating cash flow in 2016 and S&P forecasts free cash flow
will remain relatively weak in 2017, below 5% of debt. In S&P's
view, Techniplas needs to generate free operating cash flow of
about $10 million-$15 million, with sustained improvements in
EBITDA margins and working capital management, to support its
current rating and high debt leverage relative to other similarly
rated auto suppliers.
The negative outlook on Techniplas reflects that there is at least
a one-in-three chance that S&P could downgrade the company over the
next 12 months because of its weaker-than-expected FOCF prospects
relative to S&P's base-case expectations.
S&P could lower its ratings on Techniplas to 'B-' if it appears
likely that the company's FOCF will remain flat-to-negative over
the next 12 months. This could occur if the company's execution on
its launches is persistently weak and it is unable to absorb the
demand in its end markets.
Under S&P's base-case scenario, it believes that sustained reported
FOCF generation of $10 million-$15 million (or the adjusted
FOCF/debt ratio improving toward 5% or above on a sustained basis)
is commensurate with S&P's expectations for the current rating.
This should support Techniplas' ability to balance its business
development needs with capital structure stability over the next 12
months. S&P could revise its outlook on the company to stable if
it makes clear progress in that direction.
TERESA GIUDICE: Ex-Counsel Insists on Stay of Order on Malpractice
------------------------------------------------------------------
Bill Wichert, writing for Bankruptcy Law360, reports that James A.
Kridel Jr., former attorney for Teresa Giudice, again urged U.S.
District Judge Jose L. Linares to delay the Bankruptcy Court's
order allowing a malpractice action by Teresa Giudice and Chapter 7
trustee John W. Sywilok.
According to Law360, Mr. Kridel argued that he properly moved
before a New Jersey federal court to stay the court order allowing
the malpractice action against him without first asking a
bankruptcy court to do so.
About the Giudices
In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey. The Giudices owe creditors $10.85 million.
Chapter 7 trustee John Sywilok sued the Giudices. The suit
claimed that the Debtors concealed key documents about their
finances and business transactions. Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.
TERRACE MANOR: D.C. Balks at Payouts to Bank, Wants Remediation
---------------------------------------------------------------
The District of Columbia asks the U.S. Bankruptcy Court for the
District of Columbia to deny Terrace Manor, LLC, from using cash
collateral to the extent that the Debtor seeks to make adequate
protection payments to the Eagle Bank in the amount of $14,000, and
instead order that those payments be directed to the abatement and
remediation of the housing code violations.
The Debtor and its related entities, own, operate, manage, lease,
and otherwise control the property -- a residential apartment
building located at 3341-3353 23rd Street S.E., 2276 Savanah
Street, S.E. and 2270-2272 Savanah Street, S.E. Washington, DC.
According to the District of Columbia, the Property suffers from
recurring and continual housing and other code violations.
The District of Columbia Department of Consumer and Regulatory
Affairs has conducted property-wide inspections in February and
March 2016, and found numerous violations of the District of
Columbia's housing and other code provisions, including violations
that threaten the life, health, and safety of Debtor's tenants.
These violations include, but are not limited to: failure to
provide adequate electric power; failure to provide heat and air
conditioning; failure to maintain smoke detectors and emergency
lights in an operable condition; failure to maintain steps in
common areas; and failure to eliminate mold, roach and mouse
infestations. Consequently, the District filed suit in the
Superior Court of the District of Columbia to require the Debtor to
remediate the numerous housing code violations at the Debtor.
Subsequently, an Interim Order has been entered by the Superior
Court of the District of Columbia requiring the Debtor to abate all
violations cited during the December 6 and 7, 2016, inspections by
January 23, 2017. Thereafter, an Abatement Plan, drafted by Debtor
and agreed upon by all Parties, has been entered by the Superior
Court of the District of Columbia. The Abatement Plan ordered the
Debtor to:
(a) Abate any violations cited during the February and March
2016 inspections within 5 days;
(b) Abate emergency violations within 24-hours; and
(c) Install fireproof drywall and remove all trash and debris
from all vacant units in the Property.
The District of Columbia complains that to date, the Debtor still
has not remediated all the housing and other code violations
covered by the Interim Order and the Abatement Plan, many of which
date back over a year to February and March of 2016, including the
violations that threaten the life, health, and safety of the
tenants. Moreover, the Debtor has continued to demonstrate a
pattern of neglect and indifference, and has allowed the property
to remain in a state of disrepair.
The Debtor asserts in its Cash Collateral Motion that it requires
the use of cash collateral in order to continue to operate,
preserve and maintain the Property. However, the District of
Columbia complains that nowhere in its Cash Collateral Motion,
including its proposed 90-day Chapter 11 Budget, does the Debtor
address the numerous housing and other code violations at the
Property including those that pose a serious and immediate threat
to their personal health, safety, and welfare of the current
tenants.
The District of Columbia contends that although the Debtor is
subject to an agreed court ordered Abatement Plan to address the
serious housing code violations, the Debtor has failed to comply
with its requirements. The District of Columbia further contends
that while the tenants are living in squalor, the Debtor continues
to receive rent payments -- the very rent payments that the Debtor
states are necessary to its continued operation in order to avoid
immediate and irreparable harm to the estate.
Accordingly, the District of Columbia objects to the $14,000
monthly adequate protection payments to Eagle Bank without
providing payments to abate the housing and other code violations
which are subject to an agreed Abatement Plan order.
The District of Columbia contends that an order approving the Cash
Collateral Motion and the Budget would result in authorizing the
Debtor to violate the District's housing code regulations and
orders entered by the Superior Court since the $1,000 weekly
maintenance budget is wholly inadequate to address the abysmal
state of the Property.
Ironically, the District of Columbia asserts that by failing to
provide money to abate the housing and other code violations, the
Debtor itself would be causing the immediate and irreparable harm
to the Property that by its very Cash Collateral Motion it is
seeking to prevent.
The District of Columbia is represented by:
Nancy L. Alper, Esq.
Assistant Attorney General
441 Fourth Street, N.W., Suite 1010S
Washington, DC 20001
About Terrace Manor, LLC
Terrace Manor, LLC, owns a 61-unit residential apartment building
located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E.
and 2270-2272 Savanah Street, S.E. Washington, DC. The Company is
a single asset real estate as defined in 11 U.S.C. Section
101(51B). Sanford Capital, LLC, is the 100% owner of the Company.
The Debtor has its principal place of business at 7605 Arlington
Road, Suite 250, Bethesda, MD 20814.
Terrace Manor filed a Chapter 11 petition (Bankr. D.D.C. Case No.
17-00175) on March 30, 2017. The petition was signed by Carter A.
Nowell, managing member of Sanford Capital. The case is assigned
to Judge Martin S. Teel, Jr. At the time of filing, the Debtor had
estimated both assets and liabilities between $1 million to $10
million.
Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at
Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy
counsel to the Debtor.
TERRACE MANOR: Hires Whiteford Taylor as Counsel
------------------------------------------------
Terrace Manor, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Columbia to employ Whiteford Taylor & Preston,
LLP, as counsel to the Debtor.
Terrace Manor requires Whiteford Taylor to:
a. pursue a successful reorganization and to assist the Debtor
with the performance of its duties as debtor and debtor in
possession;
b. advise the Debtor on the legal aspects of business matters
and to consummate the sale; and
c. provide the traditional business legal services as well as
legal services unique to a bankruptcy reorganization
proceeding.
Whiteford Taylor will be paid at these hourly rates:
Partners and Counsel $350-$710
Associates $310-$450
Paralegals/Litigation Support $245-$340
Whiteford Taylor will be paid a retainer in the amount of $25,000.
Whiteford Taylor will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brent C. Strickland, member of Whiteford Taylor & Preston, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Whiteford Taylor can be reached at:
Brent C. Strickland, Esq.
WHITEFORD TAYLOR & PRESTON, LLP
7501 Wisconsin Avenue, Suite 700W
Bethesda, MD 20814-6521
Tel: (410) 347-9402
Fax: (410) 223-4302
E-mail: bstrickland@wtplaw.com
About Terrace Manor, LLC
Terrace Manor, LLC, owns a 61-unit residential apartment building
located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E.
and 2270-2272 Savanah Street, S.E. Washington, DC. The Company is a
single asset real estate as defined in 11 U.S.C. Section 101(51B).
Sanford Capital, LLC, is the 100% owner of the Company.
Terrace Manor filed a Chapter 11 petition (Bankr. D.D.C. Case No.
17-00175) on March 30, 2017. The petition was signed by Carter A.
Nowell, managing member of Sanford Capital. The case is assigned to
Judge Martin S. Teel, Jr. At the time of filing, the Debtor had
estimated both assets and liabilities between $1 million to $10
million.
Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at
Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy
counsel to the Debtor.
TJB AIR CONDITIONING: Unsecureds Monthly Payment Reduced to $3K
---------------------------------------------------------------
TJB Air Conditioning, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida a third amended disclosure
statement and accompanying second amended plan of reorganization.
Class 5 under the latest plan consists of the unsecured creditors.
This class excludes the unsecured claims of Volmar, Tristate HVAC
and Ciright Automation and Colonial Surety Company and claims
asserted against and/or being paid by Colonial Surety and/or to
which Colonial Surety is subrogated and/or is assignee.
The allowed claims of non-insider unsecured creditors will be paid
in full over a period of 60 months. The estimated amount of
unsecured claims excluding those listed above and any claims paid
by Colonial Surety, is $186,354.67. Subject to the provisions set
forth for payment to Class 7 creditors, the Debtor will pay $3,100
per month pro rate for 60 months to holders of allowed unsecured
claims who are not insiders or officers of the Debtor until such
claimants are paid in full. This class is impaired.
The previous version of the plan stated that the claims of Volmar,
Colonial Surety, Tristate HVAC and Ciright Automation, totaling
approximately $3,468,000 are unliquidated and subject to litigation
pending in New Jersey. The claims are disputed. Colonial Surety's
claim incorporates the claims of Volmar, Volmar's claims
incorporates Tristate and Ciright. The Debtor will pay $15,000 per
month for 60 months to creditors.
Class 7 - The claims of Volmar, Colonial Surety Company, Tristate
HVAC and Ciright Automation and other claims asserted against
Colonial, allegedly total approximately $1,623,050.90 and are
unliquidated and subject to litigation pending in New Jersey. The
Litigation will not be resolved prior to confirmation. The Debtor
proposes to dedicate $8,900 per month to the payment of these
creditors until fully paid. The money will be placed in an escrow
account of Debtor's counsel until the litigation is resolved. This
class is impaired.
The Debtor's ability to fully fund the plan and make payments is
dependent on continuing to be awarded governmental contracts. In
the next six to nine months, the Debtor expects to have net income
of approximately $1,115,000. This income is subject to being
reduced by higher than expected expenses.
The Debtor's expected net income in the previous plan was only
$385,000.
A full-text copy of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb15-31350-172.pdf
About TJB Air
TJB Air Conditioning, LLC, is a heating and air conditioning
contractor that is a Service Disabled Veteran Owned Small
Business.
TJB contracts exclusively with the federal government and works on
military bases or with the FAA. The company has been in existence
for four years. The principal of TJB, however, has 44 years of
experience in heating and air conditioning. The projects on which
TJB works are located throughout the country.
TJB Air Conditioning filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-31350) on Dec. 8, 2015. Brian K.
McMahon, Esq., in West Palm Beach, Florida, serves as the Debtor's
bankruptcy counsel.
The deadline to file a proof of claim was April 7, 2016.
TLC HEALTH: Can Get DIP Financing and Use Cash Until May 15
-----------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized TLC Health Network to obtain
postpetition superpriority indebtedness from Brooks Memorial
Hospital.
The Debtor is authorized to use the cash collateral in which Brooks
Memorial Hospital, Community Bank, N.A., UPMC, and the Dormitory
Authority of the State of New York, have an interest; and incur
Indebtedness through May 15, 2017 unless prior to that date, it
files a Plan and Disclosure Statement, in which case it will be
authorized to use Cash Collateral and incur Indebtedness through
the date set for the hearing to consider approval of the Disclosure
Statement, in an aggregate amount equal to the amounts in the
Revised Budget with a variance of 7% per line item permitted.
The Debtor has an immediate need for financing to enable it to
continue to wind down its operations and market and sell the
certain real and personal property.
The Budget reflects these weekly payments:
Week of Payments
------- --------
4/3/17 $352,000
4/10/17 $899,000
4/17/17 $403,000
4/24/17 $896,000
5/1/17 $352,000
5/8/17 $896,000
5/15/17 $377,000
The Debtor will make adequate protection payments to Brooks and
UMPC in the amount of $5,000 each, on the 15th day of April 2017
and May 2017, from the money in the administrative reserve fund
being held in escrow by the Debtor's attorneys. All parties rights
with respect to the application of the adequate protection payments
are reserved, and the payments will be subject to the remedy of
disgorgement if the Committee's claims against the Secured Lenders
are commenced and successfully litigated, and if such disgorgement
is compelled by final order of the Court.
For each month that payments are made to the Secured Lenders, the
Debtor will deposit the amount of $25,000 into the Escrow Account
held by its counsel, to be distributed upon further order of the
Court, on notice to the Secured Creditors. The payments to fund
the Escrow Account will be made from cash collateral of the Secured
Creditors, and the Committee, the Debtor, Brooks and UPMC agree
that the Escrow Account will be subject to the duly perfected
security interests of the Secured Creditors pending further
consensual agreement of the Parties, the Court Order authorizing
the Debtor to use the funds in the Escrow Account, or a final Court
Order determining the security interests of the Secured Creditors
in the Debtor's property are invalid.
A further hearing approving the relief requested in the Motion will
be heard on May 15, 2017 at 1:00 p.m., unless prior to that date,
the Debtor files a Plan and Disclosure Statement, in which case the
further hearing will be held at 1:00 p.m.
A copy of the Budget attached to the Order is available for free
at:
http://bankrupt.com/misc/nywb1-13-13294_1289_cash_TLC_Health.pdf
About TLC Health Network
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The case is assigned to
the Hon. Carl L. Bucki.
The Debtor estimated assets of at least $10 million and debt of at
least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves
as the Debtor's counsel. Damon & Morey LLP is the Debtor's
special
health care law and corporate counsel. The Bonadio Group is the
Debtor's accountants. Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee. Bond,
Schoeneck & King, PLLC is the counsel to the Committee. The
Committee has tapped NextPoint LLC as financial advisor.
TOISA LIMITED: Hires Scura Paley as Financial Advisor
-----------------------------------------------------
Toisa Limited, et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Scura Paley
Securities LLC, as financial advisor to the Debtors.
Toisa Limited requires Scura Paley to:
a. provide advice and assistance to the Debtors in connection
with analyzing, structuring, negotiating and effecting,
including providing valuation analyses as appropriate, and
act as financial advisor to the Debtors in connection with,
any transaction or series of transactions that effects or
proposes to effect any restructuring, modification,
reduction, reorganization, refinancing, material amendments
to, or other material changes in, the Debtors' outstanding
indebtedness, including, without limitation, the Debtors'
bank loans, including, without limitation, a solicitation
of waivers and consents; rescheduling of debt maturities;
changes in interest rates; settlement or forgiveness of
debt; conversion of debt and other liabilities into equity;
exchange offer involving new securities; or other similar
transaction or series of transactions, including with
respect to a prepackaged or pre-negotiated plan of
reorganization or other plan pursuant to chapter 11, Title
11 of the United States Code, the execution of any
agreement giving effect thereto, an offer by any party to
convert, exchange or acquire any outstanding indebtedness,
or any similar balance sheet restructuring involving the
Debtors;
b. perform the following financial advisory services to the
Debtors in connection with a Restructuring: (i) become
familiar with, to the extent Scura Paley deems appropriate,
and analyze, the business, operations, properties,
financial condition and prospects of the Company;
(ii) advise the Debtors on the current state of the
"restructuring market"; (iii) assist and advise the Debtors
in developing a general strategy for accomplishing a
Restructuring; (iv) assist and advise the Debtors in
implementing a Restructuring; (v) assist and advise the
Debtors in evaluating and analyzing a Restructuring,
including the value of the securities or debt instruments,
if any, that may be issued in any such Restructuring;
c. assist the Company in other financial tasks and functions,
including, without limitation, assistance with the filing
of monthly operating reports; and
d. render such other financial advisory services as may from
time to time be agreed upon by the Company and Scura Paley.
Scura Paley will be paid as follows:
-- A monthly fee (the "Monthly Fee") equal to $110,000 per
month until the expiration or termination of the Agreement.
The Debtors shall make a minimum of three Monthly Payments.
The first Monthly Fee shall be payable upon the execution
of the Agreement with the Debtors, and each subsequent
Monthly Fee shall be payable in advance on each monthly
anniversary thereafter.
-- A single fee (the "Restructuring Fee"), payable promptly
upon the consummation of a Restructuring, in an amount
equal to $1,000,000.
The Debtors paid the following amounts to Scura Paley: (a) $75,000
on November 9, 2015 for the November Monthly Fee; (b) $75,420 on
December 15, 2016 for the December Monthly Fee and related expense
reimbursements; (c) $12,750.44 on December 22, 2016 for expense
reimbursements for the preceding period; (d) $75,000 on January 12,
2017 for the January Monthly Fee; (e) $4,396.25 on January 17, 2017
for expense reimbursements for the preceding period; and (f)
$77,295 on January 26, 2017 for the February Monthly Fee and
related expense reimbursements Scura Paley will also be reimbursed
for reasonable out-of-pocket expenses incurred.
Paul V. Scura Paley, managing partner of Scura Paley Securities
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and theirs
estates.
Scura Paley can be reached at:
Paul V. Scura Paley
SCURA PALEY SECURITIES LLC
489 5th Avenue
New York, NY 10017
Tel: (212) 596-3380
About Toisa Limited
Toisa Limited owns and operates offshore support vessels for the
oil and gas industry. Toisa Limited and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
17-10184) on Jan. 29, 2017. The petitions were signed by Richard W.
Baldwin, deputy chairman.
The cases are assigned to Judge Shelley C. Chapman. Togut, Segal &
Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors
hired Kurtzman Carson Consultants LLC as administrative agent, and
claims and noticing agent, Scura Paley Securities LLC, as financial
advisor
In its petition, Toisa Limited estimated $1 billion to $10 billion
in both assets and liabilities.
No trustee, examiner or creditors' committee has been appointed in
the Debtors' cases.
TOUCHTUNES INTERACTIVE: S&P Affirms 'B' CCR; Outlook Negative
-------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on U.S.-based
in-venue interactive music and entertainment provider TouchTunes
Interactive Networks Inc. to negative from stable. At the same
time, S&P affirmed its 'B' corporate credit rating on the company.
S&P also affirmed its 'B+' issue-level rating on the company's
first-lien credit facility, which includes a proposed $70 million
add-on; the '2' recovery rating (rounded estimate: 70%) is
unchanged, indicating S&P's expectation of substantial recovery in
the event of a payment default. In addition, S&P affirmed its
'CCC+' issue-level rating on the second-lien term loan; the '6'
recovery rating is unchanged.
The rating affirmation follows TouchTunes' announcement that it is
seeking to raise $85 million via add-ons to its first-lien ($70
million) and second-lien ($15 million) term loans to support its
acquisition of PlayNetwork. The acquisition should help diversify
the company's product and service offerings by combining the
digital jukebox segment with subscription-based recurring
background music services, and it should make its free cash flow
more predictable.
S&P revised the outlook to negative to reflect its view that
TouchTunes' credit measures in the jukebox underlying business will
likely remain weak for the rating over the next year, largely due
to operating trends in the jukebox underlying business remaining
soft. The weak operating trends in the jukebox business have
resulted in minimal free cash flow generation over the past two
years, resulting in leverage remaining in the mid 6x area, and S&P
expects adjusted leverage to stay above 6.0x in the next 12
months.
S&P's assessment of TouchTunes' business risk profile reflects the
company's narrow business focus on digital jukebox revenues and
in-store music solutions. TouchTunes is the leading player in the
digital jukebox space. Barriers to entry are modest; they include
multi-year licensing agreements, a large and diversified operator
network, and patent protection. In S&P's view, the company risks
losing market share if a direct competitor were to arise that has
the resources and expertise to overcome the barriers and competes
aggressively on price. However, the acquisition should diversify
the company's product and service offerings by combining the
digital jukebox segment with subscription-based background music
services and making its revenue stream more predictable.
Nevertheless, S&P believes that these recurring revenues are still
threatened over the next couple of years due to competitive
pressures from alternative media and other players, such as
streaming services. Such competitors could provide retailers with
more options to acquire licenses legitimately or options that
amount to piracy. There are also secular pressures facing
traditional brick-and-mortar retailers from e-commerce.
S&P still expects TouchTunes' EBITDA margins to contract over the
next year as a result of rising industry content royalty costs and
continued high levels of hardware discounts. S&P believes the
company will continue its high level of hardware discounts in 2017
in response to competitive pressures, which would cause it to
suffer more losses in hardware sales but in turn maintain, if not
grow, its market share.
Pro forma for the transaction, S&P expects adjusted leverage to be
in the mid to high 6.0x range (excluding cost synergies and
including adjustments of S&P's EBITDA of $4.5 million for operating
lease rent, stock compensation expense, and transaction costs) and
$14.4 million of debt (including the present value of operating
leases and accrued interest) as of Dec. 31, 2016. As the company
is owned by private equity sponsors, S&P don't expect meaningful
deleveraging over the next two years.
In S&P's base case, it assumes:
-- U.S. GDP growth of 2.3% in 2017 and 2.4% in 2018. Pro forma
for the acquisition, revenue will grow at a mid-to-high-
single-digit percentage rate in 2017 based on strong growth
in net coinage revenue, driven by higher coinage/music
share, jukebox allied/associated revenue, and media services
revenue growth at Play.
-- Reported EBITDA will grow at a mid-single digit percentage
rate due to increases in music share revenue and synergies,
tempered by acquisition/transaction costs.
-- For 2018, revenue will grow at a mid-single percentage rate
based on modest growth in media services revenue and jukebox
allied/associated revenue.
-- A 200 basis point (bp)-300 bp improvement in the EBITDA
margin in 2018 due to acquisition-related synergies.
-- The company is required to prepay 50% of excess cash flow if
leverage is above 3.25x. S&P expects it will repay about
$10 million in 2017 and about $8 million in 2018 over and
above debt amortization of about $2.4 million per year on
the first-lien term loan.
-- FOCF of about $10 million-$12 million in 2017, increasing to
$20 million in 2018.
Based on these assumptions, S&P arrives at these credit measures:
-- Adjusted EBITDA margins of 21%-22% in 2017 and 23.5%-24.5%
in 2018;
-- Debt to EBITDA declining to the low 6x by the end of 2018;
and
-- EBITDA interest coverage ratio improving to and remaining at
2x-3x.
The negative outlook reflects S&P's view that the company's credit
measures are likely to remain weak for the rating over the next
year, with operating trends in the digital jukebox segment
remaining soft and the combined company's leverage staying above
6.0x.
S&P could lower the rating if the company's discretionary cash flow
declines below S&P's expectations such that leverage stays above
6.0x beyond mid-2018, it generates less than $10 million of free
cash flow on a sustained basis, or its margin of covenant
compliance decreases below 15%. Such a scenario could occur if,
for example, the company experiences significant declines in its
TouchTunes service revenue and gross margin due to a decline in
jukebox usage or disruptive competition. Deteriorating average
revenue per unit and churn trends affecting the music background
segment due to heightened competition from music streaming services
and weak integration execution could also affect the rating.
S&P could consider revising the outlook back to stable if adjusted
leverage were to decrease below about 6x by mid- 2018 and the
company is able to generate at least $10 million of free cash flow
on a sustained basis.
TRANSCARE CORP: Ch 7 Trustee Wants to Probe Records With Owner
--------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that Salvatore
LaMonica, the Chapter 7 trustee for TransCare Corp., filed with the
Bankruptcy Court a motion to authorize subpoenas for records
involving owner Patriarch Partners and founder Lynn Tilton.
The Chapter 7 Trustee, Law360 relates, wants to investigate the
Debtor's prepetition financial affairs and arrangements with its
private equity owner, a revival of an effort that failed in 2016.
According to Law360, the Chapter 7 Trustee is seeking to learn more
about the Debtor's prepetition business transactions and related
financial affairs.
The Troubled Company Reporter, on March 8, 2016, reported that
Patriarch Partners LLC's TransCare Corp. which filed a Chapter 7
petition on Feb. 24, shutting down operations in New York,
Pennsylvania and Maryland, is facing a suit, seeking class action
status, filed by laid off workers.
TRIDENT BRANDS: Incurs $972,000 Net Loss in First Quarter
---------------------------------------------------------
Trident Brands Incorporated filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $972,450 on $16,686 of revenues for the three months ended
Feb. 28, 2017, compared to a net loss of $779,087 on $19,195 of
revenues for the three months ended Feb. 29, 2016.
As of Feb. 28, 2017, Trident had $3.60 million in total assets,
$6.09 million in total liabilities, and a total stockholders'
deficit of $2.49 million.
On Sept. 26, 2016, the Company completed a long term financing with
a non-US institutional investor, receiving proceeds of $4,100,000
through the issuance of a secured convertible promissory note. The
investor has agreed to make additional investments at the Company's
request of up to $5,900,000 ($10,000,000 in the aggregate). On
Feb. 28, 2017, the Company had $823,593 in cash and has access to
$5,900,000 available from the investor. The Company feels this
represents substantial liquid resources (cash & available
financing), sufficient to meet the Company's obligations for the
next 12 months.
As of Feb. 28, 2017, the Company had a loan of $200,000 payable to
a third party (CIC) bearing interest at 8% per annum due March 4
2017. The loan was subsequently paid back on March 3, 2017.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/UXRCIg
About Trident Brands
Trident Brands Incorporated (f/k/a Sandfield Ventures Corp.) was
initially formed to engage in the acquisition, exploration and
development of natural resource properties, but has since
transitioned and is now focused on branded consumer products and
food ingredients. The Company maintains a portfolio of branded
consumer products including nutritional products and supplements
under the Everlast(R) and Brain Armor(R) brands, and functional
food ingredients under the Oceans Omega brand. These brands are
focused on the fast growing supplements and nutritional product and
heart and brain health categories, supported by an established
contract manufacturing, supply chain and research and development
infrastructure, and a solid and proactive management team, board
of directors and advisors with many years of experience in related
categories.
Trident reported a net loss of $3.18 million on $168,042 of
revenues for the 12 months ended Nov. 30, 2016, compared to a net
loss of $3.16 million on $16,569 of revenues for the 12 months
ended Nov. 30, 2015.
TRILOGY INTERNATIONAL: Fitch Assigns 'B-' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned a first-time Issuer Default Rating (IDR)
of 'B-' to Trilogy International Partners, LLC (Trilogy) and a
'B/RR3' to the company's proposed $345 million senior secured notes
due 2022. The Rating Outlook is Stable.
Proceeds from the proposed offering along with cash on hand will be
used to fund the redemption of the $450 million senior secured
notes. The proposed notes will be guaranteed on a senior secured
basis by certain of Trilogy's existing and future direct
wholly-owned domestic subsidiaries. The notes will be secured by
first-priority security interests in all of the equity interests of
Trilogy in the guarantors and Trilogy's equity interests in the
co-issuer along with a pledge of any intercompany indebtedness owed
to Trilogy or any guarantor by 2degrees or its subsidiaries or any
indebtedness owed to the company by any minority shareholder in
2degrees.
The Recovery Rating considers the structural subordination to the
local operating subsidiaries debt and a going concern approach to
determine cash flow multiples and post-default cash flow for each
opco to determine the estimated residual value available for the
senior secured holdco notes. Fitch also uses a recovery cap, based
on an analysis weighted by the economic value realized from
Trilogy's existing markets of operation in Bolivia and New Zealand
per Fitch's 'Country Specific Treatment of Recovery Ratings'
criteria. The criteria limits the upward notching of issue ratings
from Issuer Default Ratings (IDRs) to reflect recovery expectations
for entities based on the impact of country-specific factors. The
criterion provides a cap of 'RR4' on Bolivia and 'RR2' on New
Zealand based on country groupings leading to a combined weighted
cap of 'RR3', thus constraining the Recovery Ratings for the senior
secured notes to 'RR3'.
KEY RATING DRIVERS
Alignvest Equity Transaction Improves Liquidity
Trilogy's 'B-' IDR reflects the Alignvest Acquisition Corp.
(Alignvest) transaction and subsequent $199 million cash infusion
that has resolved the immediate liquidity concerns. Consequently,
Trilogy is expected to refinance the higher coupon holdco notes
through the proposed issuance and pay down debt, thus materially
decreasing interest costs.
With relatively stable operating fundamentals, Fitch believes
Trilogy should be able to increase cash flows over the rating
horizon. Cash flow growth will be driven by increasing data usage,
postpaid subscribers and bundled plans particularly due to New
Zealand that should contribute an increasingly larger proportion of
consolidated EBITDA over time. In Bolivia, NuevaTel must continue
to sustain the recent operating performance improvement in the
second half of 2016 due to expanded LTE coverage that has
stabilized the subscriber base, reduced churn and increased data
ARPU. These strengths are balanced against the opco reliance on
upstreaming sufficient funding to meet holdco cash requirements,
its smaller scale and market position as a third operator relative
to larger competitors in Bolivia and New Zealand, and the country
risk operating in Bolivia.
Opco Reliance on Debt Service
Trilogy is dependent upon distributions including dividends,
inter-company loan repayment, inter-company loan interest and
management fees from its two operating companies in Bolivia and New
Zealand to service its notes at the holdco level.
NuevaTel (Bolivian operator) has historically been a cash
contributor for Trilogy and has paid dividends of about $244
million since 2008. 2degrees (New Zealand) has not and is not
expected, at least in the short term, to pay dividends, although a
shareholder loan of $31 million provides an expected path to
upstream cash during the next two years. There is a cash leakage on
upstreaming dividends on account of taxes and minority interests at
the operating company level for both subsidiaries.
Stable Operations in Both Markets
Trilogy's operations reside in markets that have relatively
favorable fundamentals, but Bolivia has more limited economic,
demographic and industry characteristics. Both 2degrees in New
Zealand and NuevaTel in Bolivia operate in a stable three-player
industry with each operating subsidiary possessing roughly 23%
market share by connections in each market with substantial
exposure to the prepaid segment in both. The company has ample
spectrum rights in both markets and expectations for growth from
increasing data consumption patterns, bundling opportunities from
cross-selling broadband solutions, and traction in higher margin
post-paid plans that leverages the past LTE investments. Fitch
expects 2degrees should gain material postpaid share given its
challenger position and low market share in the mid-teens. Further
LTE investment is planned in both markets that will keep capital
intensity in the upper teen range as a percent of service revenues
during the next two years.
Transaction Reduces Leverage
Trilogy had core telecom leverage of 4.3x at the end of 2016 that
is adjusted for handset-related financial services (FS) operations
and minority dividend distributions. Pro forma for the Alignvest
transaction and expected debt reduction, Fitch estimates core
telecom leverage of mid-3x. For 2017, Fitch anticipates leverage
could moderate further depending on the extent of additional debt
at the opco level and any potential M&A activity. Trilogy has
indicated that with an improved capital structure, the company will
have the opportunity to pursue various strategic acquisitions with
expected leverage trending in the mid 3x range over the
longer-term.
KEY ASSUMPTIONS
Fitch's key assumptions within Fitch ratings case for the issuer in
2017 and beyond include:
-- Revenue growth momentum to continue into 2017 leveraging recent
network investments in New Zealand to drive consolidated growth in
the upper-single digit range. Consolidated revenue growth moderates
during the long term, to the mid-single digit range supported by
growing post-paid subscriber base and growth in data consumption;
-- EBITDA margins to increase by at least 100 basis points over
the forecast as a result of higher ARPUs from increasing share of
post-paid in overall subscriber base, growth in data consumption
and bundling of products and services;
-- Refinancing of New Zealand syndicated loan facility assumed
during 2017;
-- Dividend of C$0.02 per share with roughly half of dividends
assumed to be in stock and dividend payments funded by cash at TIP
Inc.;
-- Capex intensity as a percent of service revenues in the upper
teen range during the next two years, declining thereafter;
-- Annual operating cash costs of approximately $40 million
required for Trilogy at the holdco level.
RATING SENSITIVITIES
Future developments that may, individually or collectively, lead to
a positive rating action include:
-- A material improvement in Trilogy's operating profile due to
increased EBITDA generation from both the New Zealand and Bolivian
operating subsidiaries;
-- Sustain recent improvements in liquidity with demonstrated
ability to upstream distributions from both New Zealand and
Bolivian operating subsidiaries;
-- Trilogy generating positive sustained free cash flows on a
consolidated basis.
Negative: Future developments that may, individually or
collectively, lead to negative rating include:
-- Insufficient liquidity (defined as maintaining cash for at
least one year of interest payments at Trilogy) due to an inability
or material limitations with upstreaming cash from its operating
subsidiaries. This could include any unforeseen impediment
(regulatory or of other nature) in upstreaming cash up to parent
level;
-- Deterioration in operating profile of one or both operating
subsidiaries, including increase in subscriber churn, ARPU
pressure, loss of market share and decline in operating margins;
-- Lack of ability to generate positive consolidated free cash
flows on a sustained basis;
-- A material change in the Bolivian country risk including
regulatory, political, economic or foreign currency that adversely
affects operating cash flows;
-- Management's adoption of an aggressive financial strategy or
M&A activity that materially affects holdco debt servicing costs
and consolidated leverage.
LIQUIDITY
Trilogy has resolved the liquidity concerns that were raised by the
company's auditors in late 2016 indicating that operating cash flow
may not be sufficient to make scheduled interest payments and
raised substantial doubt about the company's ability to continue as
a going concern. Fitch expects proceeds from this proposed
transaction along with approximately $105 million in cash from
Alignvest will be used to reduce annual interest costs by
approximately $30 million. Consequently, Fitch estimates annual
cash requirements at Trilogy at roughly $40 million.
Additional cash from the Alignvest transaction will pay transaction
fees and interest costs related to the senior secured notes
(13.375% and proposed). Fitch views liquidity as adequate and
anticipates cash levels at Trilogy International Partners, LLC of
roughly $40 million for end of 2017 which represents roughly one
year of cash requirements at the holding company level.
Consolidated cash levels for Trilogy are expected to be
approximately $70 million. Through 2018, Fitch expects dividend
contributions and management fees from Bolivia combined with the
New Zealand intercompany loan repayment of $31 million to replenish
holdco liquidity.
Following the notes refinancing, both 2degrees and NuevaTel
operations have local facilities agreements that are either coming
due or have amortization payments, respectively. In New Zealand,
2degrees has a $200 million NZD (US$138 million based on exchange
rates as of Dec. 31, 2016) senior facilities agreement that matures
in June 2018 consisting of $185 million NZD facility and $15
million NZD working capital facility. As of Dec. 31, 2016, the $185
million NZD facility was fully drawn and $7.4 million NZD was drawn
on the working capital facility. The main covenants includes a
senior leverage ratio of not greater than 3 times(x)(1.6x as of
Dec. 31, 2016) and a leverage ratio of 2x immediately following a
permitted dividend distribution. Fitch expects 2degrees will extend
and amend the facilities in the coming months to provide increased
flexibility.
In Bolivia, NuevaTel has a $25 million Bolivian Syndicated Loan
that matures in December 2021. The facility amortizes by 10% the
first two years and increases to 26.7% the remaining three years.
NuevaTel has sufficient cushion within its financial covenants and
is subject to a profits test for dividend distributions. Fitch
anticipates NuevaTel could amend its loan facility in the future to
provide greater flexibility and eliminate amortization
requirements.
2degrees and NuevaTel also have spectrum related payments over the
rating horizon. 2degrees has approximately U.S. $8 million per year
through 2019 related to a long-term payable to the government of
New Zealand for the acquisition of it 700 MHz license. In September
2016, Trilogy's request to defer the December 2016 annual payment
until March 2017 due to the above liquidity concerns was approved.
NuevaTel's 30 MHz license in the 1900 MHz band expires in November
2019. Fitch believes a reasonable proxy for this future obligation
was the $23 million NuevaTel paid in 2014 for 30 MHz of AWS
spectrum.
U.S. EDGE: Seeks to Hire Stanton Park as Appraiser
--------------------------------------------------
U.S. Edge, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire an appraiser.
The company proposes to hire Stanton Park Advisors, LLC to analyze
its business records and arrive at an opinion of value of the
company; document that opinion in a written report; testify at a
deposition convened by the unsecured creditors' committee; and
testify at the hearing on confirmation of its bankruptcy plan.
U.S. Edge had previously applied for authority to hire the firm.
Stanton Park Advisors, LLC. On April 7, the company moved to
withdraw the application "without prejudice," according to court
filings.
Stanton's proposed fee is $3,995, half of which will be paid in
advance of the services while the rest will be paid after the firm
completes its testimony at the hearing.
The firm has no connection to U.S. Edge, according to court
filings.
Stanton can be reached through:
Jonathan Taylor
Stanton Park Advisors, LLC
15 Woodridge Road
Wellesley, MA 02482
Tel: (781) 228-3523
About U.S. Edge Inc.
U.S. Edge Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Mass. Case No. 15-11833) on May 7, 2015. The
petition was signed by Michael Baker, president.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $1 million.
The case is assigned to Judge Frank J. Bailey. The Debtor is
represented by Nicholas F. Ortiz, Esq., at the Law Office of
Nicholas F. Ortiz, P.C.
The Debtor's official committee of unsecured creditors is
represented by Michael J. Fencer, Esq., at Casner & Edwards, LLP.
On March 2, 2016, the Debtor filed a Chapter 11 plan and disclosure
statement. The court denied confirmation of the plan on September
14, 2016.
On December 15, 2016, Debtor filed an amended plan. The court has
scheduled a hearing on confirmation of the plan for April 25.
UNILIFE CORP: Proposes $7.5M Financing From Existing Lender
-----------------------------------------------------------
Delaware Bankruptcy Judge Laurie Selber Silverstein has entered an
interim order, authorizing Unilife Corporation and its affiliated
debtor entities to access up to $1 million of a proposed $7.5
million financing. A final hearing on the DIP Financing is
scheduled for May 4, 2017, at 2:00 p.m.
Unilife Corporation, et al., filed a motion asking the U.S.
Bankruptcy Court for approval to obtain postpetition superpriority
financing pursuant to a Priming Superpriority DIP Term Credit
Facility Term Sheet dated as of April 11, 2017, with ROS
Acquisition Offshore LP or its designee.
The salient terms of the DIP Facility are:
* Borrowers: Unilife Corp., Unilife Medical Solutions, Inc., and
Unilife Cross Farm LLC.
* Guarantors: All obligations under the DIP facility will be
guaranteed jointly and severally by each other direct and indirect
subsidiary of Unilife.
* DIP Lender: ROS Acquisition Offshore LP or its designated
affiliate.
* DIP Facility: The DIP Facility is a senior secured priming
superpriority debtor-in-possession credit facility in the maximum
principal amount of $7,500,000 consisting of:
(i) a term loan commitment in a maximum principal amount of
$1,000,000, which will be available upon entry of an interim order
approving the financing.
(ii) a term loan commitment in a maximum principal amount of
$6,500,000, which will be available upon entry of a final order, in
three advances, with the first advanced on the date that is 3
business day after entry of the final order, the second advance on
June 1, 2017, and the third advance on June 30, 2017.
* Interest rate: 10% per annum payable monthly in cash in
arrears on each monthly anniversary of the Petition Date, computed
based on a 360-day year. Default interest will be 3% in excess of
the foregoing interest rate.
* Termination date: The DIP Facility will mature, and all unpaid
principal, interest, fees, costs and expenses will be immediately
due and payable, on the earliest to occur of (i) July 15, 2017,
(ii) 35 days after the Petition Date if the final order has not
been entered by that date, (iii) the closing date of the sale, (iv)
the acceleration of the DIP obligations due to the occurrence of an
event of default, (v) the appointment of a Chapter 11 trustee or an
examiner with expanded powers in any of the Chapter 11 cases, (vi)
the conversion of any of the Chapter 11 cases to a case under
Chapter 7 of the Bankruptcy Code, (vii) the dismissal of any of the
Chapter 11 cases, (viii) the effective date of any of the Debtor's
plan of reorganization that has been formed by an order of the
Bankruptcy Court, and (ix) repayment in full of the DIP facility
and the termination of the commitments thereunder.
* Cash collateral: The Existing Lender is entitled to and will
receive adequate protection to the extent of any diminution in
value of its interests in the value of its interest in the
prepetition collateral, with the adequate protection to be granted
in the form of (a) replacement liens, (b) an adequate protection
superpriority claim, (c) conditional consent to priming, (d) a
right to credit bid, and (e) the right to request addition or
further adequate protection in the event that the protection proves
to be inadequate.
* Sale proceeds: The Debtors will not seek or support entry of any
order that provides for either the sale of the ownership of the
stock of the Debtors or the sale of substantially all of the
Collateral, unless, the (i) the proceeds of the sale are or will be
sufficient to indefeasibly pay in full in cash, and completely
satisfy, in cash, all DIP loan obligations, or (ii) the DIP lender
and Existing Lender consent to such sale.
* Carve Out: The term "carve-out" means (i) unpaid fees and
expenses required to be paid to the Clerk of the Bankruptcy Court
and the Office of the U.S. Trustee; (ii) reasonable fees and
expenses incurred by a trustee under 11 U.S.C. Sec. 726(b) in an
amount not to exceed $25,000, (iii) amounts approved by the Court
to be paid to current employees under the Debtors' Key Employee
Retention Plan and Key Employee Incentive Plan; (iv) accrued and
unpaid reasonable fees and costs by professionals retained by the
Debtors or any official committee, and (v) professional fees in an
aggregate amount not to exceed $100,000 incurred after delivery of
a "carve out trigger notice.".
Pursuant to a Credit Agreement signed March 12, 2014, and
subsequently amended, the Debtors as of the Petition Date owe $86.7
million on a term loan provided by ROS Acquisition Offshore LP (in
its role as the "Existing Lender"). UMSI owes ROS royalty
payments, with the fair value of the royalty liability at $5.5
million as of Dec. 31, 2016. In addition, $45.7 million is
outstanding under 6% senior secured convertible notes due 2023
issued by Unilife. Moreover, Cross Farm owes $12.1 million as of
Dec. 31, 2016, on two mortgage loans provided by First National
Bank. Cross Farm also owes $1.9 million on a loan from KeyStone
Redevelopment Group, LLC for land and constructions of its current
manufacturing facility.
Mark E. Felger, Esq., at Cozen O' Connor, explains that the
Debtors' business does not generate the cash necessary to finance
their operations and has consumed substantial amounts of cash to
date. The Debtors have incurred net losses during fiscal years
2016, 2015, 2014 and 2013 of $100.8 million, $90.8 million, $57.9
million and $63.2 million, respectively. The Debtors continued to
consume cash during the beginning of fiscal year 2017 and projected
a continuing cash burn and loss on operations through at least the
end of fiscal year 2017.
The Debtors determined that the best course of action under the
circumstances would be to file a Chapter 11 petition and to seek
approval of an 11 U.S.C. Sec. 363 sale in order to preserve the
value of their business. In connection with that decision, the
Debtors negotiated a debtor-in-financing package with the DIP
Lender.
The proposed DIP facility, if approved, will fund the Debtors'
operations for 90 days during which the Debtors will seek to sell
their business as a going concern in a Sec. 363 sale.
The Debtors require the financing under the DIP facility and use of
cash collateral to (i) maximize and preserve the value of the
businesses pending the sale of substantially all of their assets or
consummation of a plan of reorganization, (ii) to satisfy payroll
obligations and other working capital and general corporate
purposes of the Debtors, (iii) to pay fees and expenses related to
the DIP loan documents and the Chapter 11 cases.
Milestones
The obligations of the DIP Lender to make advances under the DIP
Facility and the Existing Lender's consent to the use of cash
collateral will be subject to the Debtors' satisfaction of various
milestones, including:
* Entry by the Bankruptcy Court of auction procedures by May 15,
2017;
* Entry of a final order approving the DIP financing by May 15,
2017.
* Commencement of the auction on or prior to 10:00 a.m. EDT on
June 9, 2017.
* Entry of an order approving the sale by June 16, 2017.
Counsel to the DIP Lender:
Jeffrey H. Davidson, Esquire
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Telephone: (310) 277-6910
Facsimile: (310) 201-0760
E-mail: jdavidson@pszjlaw.com
- and -
Laura Davis Jones, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
E-mail: ljones@pszjlaw.com
- and -
Henry C. Kevane, Esquire
Debra Grassgreen, Esquire
PACHULSKI STANG ZIEHL & JONES LLP
150 California Street, 15th Floor
San Francisco, CA 94111
Telephone: (415) 263-7000
Facsimile: (415) 263-7010
E-mail: hkevane@pszjlaw.com
dgrassgreen@pszjlaw.com
About UniLife Corp.
Unilife Corporation -- http://www.unilife.com/-- is a U.S.-based
developer and commercial supplier of injectable drug delivery
systems for the pharmaceutical and biotechnology companies. The
Company's primary focus is its wearable injector portfolio which is
designed to support growing pharmaceutical demand for disposable
drug delivery systems that can be worn on the body of a patient
over pre-configured periods. Unilife began operations in Australia
in 2002. In 2009, its business operations moved to the United
States and Unilife was incorporated in Delaware.
Unilife Corporation, Unilife Medical Solutions, Inc. and Unilife
Cross Farm LLC filed voluntary Chapter 11 petitions (Bankr. D. Del.
Lead Case No. 17-10805) on April 12, 2017, with plans to sell
substantially all assets pursuant to 11 U.S.C. Sec. 363. The
petitions were signed by John Ryan, chief executive officer.
Judge Laurie Silverstein is the case judge. Cozen O'Connor is
serving as counsel to the Debtors, with the engagement led by Mark
E. Felger, Esq. and Keith L. Kleinman, Esq. Rust Consulting/Omni
Bankruptcy is the claims and noticing agent.
Unilife disclosed $82.98 million in assets and $201.07 million in
liabilities as of Dec. 31, 2016.
UNILIFE CORPORATION: Hires Cozen O' Connor as Bankruptcy Counsel
----------------------------------------------------------------
Unilife Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Cozen O'
Connor, as bankruptcy counsel to the Debtors.
Unilife Corporation requires Cozen O' Connor to:
a. advise the Debtors of their rights, powers and duties as
debtors and debtors-in-possession;
b. take all necessary actions to protect and preserve the
estates of the Debtors, including the prosecution of
certain actions on the Debtors' behalf, the defense of any
actions commenced against the Debtors, the negotiation of
disputes in which the Debtors are involved, and the
preparation of objections to claims filed against the
Debtors' estates;
c. prepare on behalf of the Debtors, as debtors-in-possession,
necessary motions, applications, answers, orders, reports,
and papers in connection with the administration of the
Debtors' estates;
d. negotiate and pursue approval of debtor-in-possession
financing;
e. advise the Debtors in connection with the proposed section
363 sale process and any plan of reorganization that may be
pursued in the bankruptcy cases; and
f. perform all other necessary legal services in connection
with the bankruptcy cases that are not specifically being
performed by other counsel engaged by the Debtors.
Cozen O' Connor will be paid at these hourly rates:
Shareholders $375-$1,400
Members $315-$860
Associates $235-$625
Paraprofessionals $125-$420
Cozen O' Connor received certain amounts advanced by the Debtors as
compensation for professional services to be performed relating to
the potential restructuring of the Debtors' financial obligations
and the commencement and prosecution of the Chapter 11 cases.
Cozen O' Connor wrote off in excess of $24,000 in fees and costs
incurred prior to the payment of its retainer in an abundance of
caution to avoid being the recipient of a potential preference
payment.
Cozen O' Connor will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mark E. Felger, shareholder of Cozen O' Connor, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Cozen O' Connor can be reached at:
Mark E. Felger, Esq.
COZEN O' CONNOR
1201 N. Market Street, Suite 1001
Wilmington, DE 19801
Tel: 302-295-2087
Fax: 302-295-2013
E-mail: mfelger@cozen.com
About Unilife Corporation
Unilife Corporation, based in York, PA, and its affiliates filed a
Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10805) on
April 12, 2017. The Hon. Laurie Selber Silverstein presides over
the case. Mark E. Felger, Esq., at Cozen O' Connor, serves as
bankruptcy counsel.
In its petition, the Debtor estimated $82.98 million in assets and
$201.07 million in liabilities. The petition was signed by John
Ryan, chief executive officer.
The Debtors hired Rust Consulting/Omni Bankruptcy, as claims and
noticing agent.
UNILIFE CORPORATION: Taps Omni as Claims and Noticing Agent
-----------------------------------------------------------
Unilife Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Rust
Consulting/Omni Bankruptcy, as claims and noticing agent to the
Debtors.
Unilife Corporation requires Omni to:
a. prepare and serve required notices and documents in the
bankruptcy case in accordance with the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure in the form and
manner directed by the Debtor and the Court, including (i)
notice of the commencement of the case and the initial
meeting of creditors under the Bankruptcy Code, (ii) notice
of any claims bar date, (iii) notice of transfer of claims,
(iv) notices of objections to claims and objections to
transfers of claims, (v) notices of any hearings on a
disclosure statement and confirmation of the Debtor's plan
or plans of reorganization, including under Bankruptcy Rule
3017(d), (vi) notice of the effective date of any plan and
(vii) all other notices, orders, pleadings, publications
and other documents as the Debtor or Court may deem
necessary or appropriate for an orderly administration of
the case;
b. maintain an official copy of the Debtor's schedules of
assets and liabilities and statement of financial affairs,
listing the Debtor's known creditors and the amounts owed
thereto;
c. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a core
mailing list consisting of all parties described in
sections 2002(i), (j) and (k) and those parties that have
filed a notice of appearance pursuant to Bankruptcy Rule
9010; updated said lists and make said lists available upon
request by a party-in-interest or the Clerk;
d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the
filing of a proof of claim, after such notice and form are
approved by the bankruptcy Court, and notify said potential
creditors of the existence, amount and classification of
their respective claims as set forth in the Schedules,
which may be effected by inclusion of such information on a
customized proof of claim form provided to potential
creditors;
e. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or caused to be filed
with the Clerk an affidavit or certificate of service
within seven (7) business days of service which includes
(i) either a copy of the notice served or the docket number
and title of the pleading served, (ii) a list of persons to
whom it was mailed, in alphabetical order, with their
addresses, (iii) the manner of service ,and (iv) the date
served;
g. process all proofs of claim received, including those
received by the Clerk's Office, and check said processing
for accuracy, and maintain the original proofs of claim in
a secure area;
h. maintain the official claims register for the Debtor on
behalf of the Clerk; upon the Clerk's request, provide the
Clerk with certified, duplicate unofficial Claims Register;
and specify in the Claims Registers the following
information for each claim docketed (i) the claim number
assigned, (ii) the date received, (iii) the name and
address of the claimant and agent, if applicable, who filed
the claim, (iv) the amount asserted, (v) the asserted
classifications of the claim, (vi) the applicable Debtors,
and (vii) any disposition of the claim;
i. implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
j. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
k. relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Omni, not
less than weekly;
l. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review;
m. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and changes to the
claims register and any service or mailing lists, including
to identify and eliminate duplicative names and addresses
from such lists;
n. identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
o. assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the Court,
including through the use of a case website and call
center;
p. if the case is converted to Chapter 7, contact the Clerk's
Office within three (3) days of the notice to Omni of
entry of the order converting the case;
q. thirty (30) days prior to the close of the bankruptcy case,
request the Debtor submits to the Court a proposed Order
dismissing Omni and terminating the services of such
agent upon completion of its duties and responsibilities
and upon the closing of the bankruptcy case;
r. within seven (7) days of notice to Omni of entry of an
order closing the Chapter 11 case, provide to the
bankruptcy Court the final version of the claims register
as of the date immediately before the close of the case;
and
s. at the close of the bankruptcy case, box and transport all
original documents, in proper format, as provided by the
Clerk's Office, to (A) the Philadelphia Federal Records
Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B)
any other location requested by the Clerk's Office; and (C)
docket a completed SF-135 Form indicating the accession and
location numbers of the archived claims.
Omni will be paid at these hourly rates:
Equity Services $180
Senior Consultants $140-$156
Technology/Programming $88-$132
Consultants $84-$112
Project Supervisors $68-$84
Project Specialists $52-$68
Clerical Support $28-$40
Omni will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Brian Osborne, president of Rust Consulting/Omni Bankruptcy,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Omni can be reached at:
Brian Osborne
RUST CONSULTING/OMNI BANKRUPTCY
1120 Avenue of the Americas, 4th Floor
New York, NY 10036
Tel: (212) 302-3580
Fax: (212) 302-3820
About Unilife Corporation
Unilife Corporation, based in York, PA, and its affiliates filed a
Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10805) on
April 12, 2017. The Hon. Laurie Selber Silverstein presides over
the case. Mark E. Felger, Esq., at Cozen O' Connor, serves as
bankruptcy counsel.
In its petition, the Debtor estimated $82.98 million in assets and
$201.07 million in liabilities. The petition was signed by John
Ryan, chief executive officer.
The Debtors hired Rust Consulting/Omni Bankruptcy, as claims and
noticing agent.
UNITED ROAD: Court Okays Sale of Assets for $40 Million
-------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that the
U.S. Bankruptcy Court for the District of Delaware has granted
United Road Towing Inc. permission to sell its assets to
prepetition lender Medley Capital Corp. that will provide about $40
million in consideration for the transaction.
M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor LLP, the
counsel for the Debtor, said that Medley Capital credit bid $16
million of the second-priority prepetition debt it holds against
the Debror and pledged to assume $24 million of the Debtor's
liabilities, Law360 relates.
Law360 shares that Medley Capital was bidding against Transom
Towing Holdings LLC.
About United Road Towing
Headquartered in Mokena, Illinois, United Road Towing, Inc. dba
Good Buy Auto Auction, UR Vehicle Management Solutions, Quality
Towing, United Road Vehicle Management Solutions, and dba United
Road Towing-San Antonio -- and its affiliates provide towing,
recovery, impound, and vehicle management solutions services to
both the private and public sector. Through a portfolio of local
and regional brands operating across 10 different regions in eight
different states, the Company dispatches approximately 500,000
tows, manage over 200,000 impounds and sell over 38,000 vehicles
annually across the U.S.
United Road Towing, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017.
These affiliates filed separate Chapter 11 bankruptcy petitions on
the same day: URT Holdings, Inc. (Bankr. D. Del. Case No.
17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251),
URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's,
Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of
Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's
Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing,
Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc.
(Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D.
Del. Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del.
Case No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case No.
17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No. 17-10261),
URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262), URS
Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS Southwest,
Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing, Inc. (Bankr.
D. Del. Case No. 17-10265), E&R Towing and Garage, Inc. (Bankr. D.
Del. Case No. 17-10266), Sunrise Towing, Inc. (Bankr. D. Del. Case
No. 17-10267), Ken Lehman Enterprises, Inc. (Bankr. D. Del. Case
No. 17-10268), United Road Towing of South Florida, Inc. (Bankr. D.
Del. Case No. 17-10269), Rapid Recovery Incorporated (Bankr. D.
Del. Case No. 17-10270), United Road Towing Services, Inc. (Bankr.
D. Del. Case No. 17-10271), Arri Brothers, Inc. (Bankr. D. Del.
Case No. 17-10272), Rancho Del Oro Companies, Inc. (Bankr. D. Del.
Case No. 17-10273), CSCBD, Inc. (Bankr. D. Del. Case No. 17-10274),
UR VMS, LLC (Bankr. D. Del. Case No. 17-10275), URS Leasing, Inc.
(Bankr. D. Del. Case No. 17-10276), and UR Vehicle Management
Solutions, Inc. (Bankr. D. Del. Case No. 17-10277).
The petitions were signed by Michael Mahar, chief financial
officer.
Judge Laurie Selber Silverstein presides over the case.
The Debtors estimated assets of between $10 million and $50
million and debt between $50 million and $100 million.
Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V.
Hardman, Esq., at Winston & Strawn LLP, serve as Debtors' general
counsel.
M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew
Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' Delaware counsel.
Getzler Henrich & Associates LLC is the Debtors' financial
advisor.
SSG Advisors LLC is the Debtors' investment banker.
Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims
and balloting agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 16,
2017, appointed five creditors to serve on the official committee
of unsecured creditors appointed in the Chapter 11 cases of United
Road Towing, Inc., and its affiliates. The Committee has hired
Pachulski Stang Ziel & Jones LLP as counsel, and Gavin/Solmonese
LLC as financial advisor.
USG CORP: Fitch Raises IDR to BB+; Outlook Stable
-------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of USG
Corporation (NYSE: USG) to 'BB+' from 'BB'. The Rating Outlook is
Stable.
KEY RATING DRIVERS
The upgrade of the company's IDR to 'BB+' reflects USG's improved
credit metrics and in Fitch's view these strong metrics provide
sufficient cushion to allow the company to sustain the 'BB+' rating
through the cycle. Fitch believes that the company's credit profile
has been enhanced with the sale of its distribution business (which
had exhibited more cyclical characteristics compared to its Gypsum
and Ceilings businesses) and USG has taken steps to reduce its cost
structure, allowing the company to lower its break-even point.
The rating for USG also reflects the company's leading market
position in all of its core businesses, strong brand recognition,
its large manufacturing network, and sizeable gypsum reserves.
Risks include the cyclicality of the company's end markets, some
customer concentration, excess capacity currently in place in the
U.S. wallboard industry, and volatility of wallboard shipments and
pricing.
The Stable Outlook reflects Fitch's expectation that demand will
continue to grow during the next 12-18 months as the moderate
recovery in the residential and nonresidential construction sectors
is maintained. The Stable Outlook also reflects the company's
adequate liquidity position.
SUSTAINED IMPROVEMENT IN CREDIT METRICS AND CASH FLOW
USG's operating and credit metrics have shown sustained improvement
over the past four years. USG has taken steps to reduce its cost
structure and lower its break-even point. In 2016, the company
reported EBITDA margin (excluding cash distributions from its USG
Boral Building Products [UBBP] joint venture) of 18.3% on $3
billion of revenues. By comparison, USG reported EBITDA margin of
17% on revenues of $5.1 billion during 2005 and 19.8% EBITDA margin
on $5.8 billion of revenues in 2006. The company achieved improved
profitability despite lower construction activity and meaningfully
reduced wallboard industry demand.
Leverage has declined significantly due to EBITDA growth as well as
debt reduction. Debt to EBITDA improved to 1.8x at the end of 2016
from 3.8x at year-end 2015 and 4.5x at the end of 2014.
FFO-adjusted leverage improved to 2.6x at the end of 2016 from 4.6x
at year-end 2015 and 5.9x at year-end 2014. In 2016, USG reduced
debt by $1.1 billion with cash on hand and proceeds from the sale
of its distribution business for $675 million.
Fitch expects debt to EBITDA will remain at or below 2.0x, which is
consistent with management's leverage target of net debt to EBITDA
ratio of between 1.5x-2.0x. FFO-adjusted leverage is projected to
remain around 2.5x.
Interest coverage increased to 3.9x during 2016 from 3.6x in 2015
and 2.8x in 2014. Fitch expects interest coverage will be at or
above 8x for the next few years.
Fitch believes that the company's risk profile has been enhanced
since the last severe construction downturn and should be able to
sustain credit metrics that are appropriate for the rating level
through the cycle.
USG has generated strong free cash flow (FCF) during the past two
years. USG reported FCF of $290 million (9.6% of revenues) during
2016 compared with $237 million (6.3%) during 2015 and $40 million
(1.1%) during 2014. Fitch expects the company will generate FCF
margins of 7.5%-8.5% in the next few years.
CAPITAL ALLOCATION STRATEGY
Fitch believes the company will be disciplined in its capital
allocation strategy and will focus on maintaining a strong balance
sheet while investing in growth initiatives, returning cash to
shareholders, and exploring acquisition opportunities.
The company has allocated about $300 million to invest in its
advanced manufacturing program over a four-year period which seeks
to standardize and automate production across its Gypsum and
Ceilings businesses. Management expects about $100 million of
annual incremental EBITDA at the conclusion of the advanced
manufacturing initiatives. In 2017, the company expects to spend
about $200 million on capital expenditures, which includes about
$80 million allocated for advanced manufacturing projects. By
comparison, USG spent about $83 million on capex in 2016 and $87
million during 2015.
In February 2017, the company's board approved a share repurchase
program to buy back up to $250 million of its common stock.
Management expects to execute the $250 million program over the
next 12-18 months. USG expects to fund the share repurchases with
FCF.
Fitch expects USG will explore acquisition opportunities but will
remain disciplined and thoughtful in evaluating potential
acquisition targets.
ADEQUATE LIQUIDITY
USG has adequate liquidity with $427 million of cash, $62 million
of short-term marketable securities, $29 million of long-term
marketable securities, and $85 million of borrowing availability
under its $180 million secured revolver. The company has $500
million of senior notes coming due in January 2018. The company
does not anticipate further debt reduction and management expects
to refinance this debt ahead of its maturity.
STRONG MARKET POSITION
USG maintains a strong market position in all of its core business.
According to the company, it has the #1 market position in the
wallboard industry in North America. USG's Ceilings business has
the #2 market position worldwide and its UBBP international joint
venture also has the #1 or #2 position in most of its markets in
Asia, Australasia and the Middle East.
SALE OF DISTRIBUTION BUSINESS
In October 2016, USG completed the sale of its distribution
business (which consisted of L&W Supply Corporation and its
subsidiaries) to American Builders & Contractors Supply Co., Inc.
(ABC Supply) for $675 million. The company used the net proceeds,
together with cash on hand, to pay down $1.1 billion of debt. For
the latest-12-months (LTM) ending June 30, 2016, Fitch estimates
that this business segment had sales of $1.47 billion and EBITDA of
roughly $51 million.
Management estimates that about 70% of L&W's revenues were from
non-wallboard products and about 50% were from non-USG products.
USG's sales to legacy L&W Supply branches will be governed under a
supply agreement and will be stepped down in an orderly manner over
the near term.
Overall, Fitch views this transaction positively as the loss of
earnings from this business segment is more than offset by the debt
reduction from the sales proceeds. Additionally, the disposition of
the distribution business lowers the company's overall exposure to
the more volatile new construction market (residential and
nonresidential).
CUSTOMER CONCENTRATION
On a worldwide basis, for each of the years ended Dec. 31, 2016,
2015, and 2014, The Home Depot accounted for 23%, 23% and 22% of
USG's net consolidated sales, respectively. Additionally, L&W
(distribution business sold to ABC Supply) accounted for 19%, 18%
and 18% of its consolidated net sales, respectively. Both USG's
Gypsum and Ceilings segments had net sales to these customers in
each of those years.
Fitch believes that USG benefits from the large retail network of
The Home Depot as well as the extensive distribution network of ABC
Supply. However, these customers also have significant bargaining
power, which could limit USG's ability to raise prices.
Additionally, large home improvement stores also sometimes request
product exclusivity, which may limit USG's ability to offer certain
of its products to other distribution channels/customers.
WALLBOARD MARKET
Wallboard shipments have steadily grown during the last six years
after declining more than 53% between 2005 and 2010. Industry
wallboard shipments in the U.S., as reported by the Gypsum
Association, grew about 12% to 25 billion square feet. during 2016
compared with 22.3 billion sf during 2015. USG estimates industry
capacity utilization rates improved further this year but excess
capacity remains, averaging approximately 75% during 2016. Industry
capacity utilization averaged about 68% during 2015 and 66% during
2014.
Fitch expects wallboard shipments will increase by mid-single
digits while wallboard prices improve compared with 2016 levels.
MODEST IMPROVEMENT IN CONSTRUCTION MARKETS
USG markets its products primarily to the construction industry.
Within its Gypsum segment, management estimates that about 50% of
volume demand is from the residential repair and remodel sector,
39% from new residential construction, 6% from new commercial
construction, and 5% from other activities. For its Ceilings
segment, about 71% of the segment's sales were directed to the
commercial repair and remodel segment, 27% to the new commercial
construction market, and 2% to new residential construction.
Fitch expects residential construction spending to experience
another year of moderate growth in 2017 as first-time buyers will
continue to drive housing starts, and rising home prices support
remodelling spending. Total housing starts are projected to grow 7%
while new home sales are forecast to expand 10% in 2017. Existing
home sales are projected to rise 1.7% this year. Home improvement
spending is also forecast to increase 4% while private
non-residential construction is expected to improve 5% in 2017.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for USG include:
-- U.S. construction spending increases 5.7% during 2017 and by
the mid-single digits in 2018;
-- Sales improve to the low mid-single digits during 2017 and
2018;
-- EBITDA margins (excluding cash distributions from UBBP JV)
between 17%-18% during 2017 and 2018;
-- FCF margin of 7.5%-8.5% during 2017 and 2018;
-- No further debt reduction;
-- Debt to EBITDA at or below 2x at year-end 2017 and 2018;
-- EBITDA to interest at or above 8x during the next few years.
RATING SENSITIVITIES
A negative rating action may be considered if there is a sustained
erosion of profits and cash flows due either to weak residential
and commercial construction activity, meaningful and continued loss
of market share, and/or continued materials and energy cost
pressures resulting in margin contraction, including EBITDA margins
of less than 12%, debt to EBITDA approaching 3.0x, FFO adjusted
leverage sustained above 4x and interest coverage below 5x.
Although unlikely in the intermediate term, positive rating actions
may be considered if the company commits to these strong credit
metrics, including debt to EBITDA consistently at or below 2x, FFO
adjusted leverage below 3x, and interest coverage sustained above
7x, and the expectation that the company can maintain metrics close
to these levels through the cycle. Fitch will also consider USG's
liquidity position in assessing positive rating actions.
FULL LIST OF RATING ACTIONS
Fitch has upgraded the following ratings for USG Corporation:
-- IDR to 'BB+' from 'BB';
-- Senior unsecured notes to 'BB+/RR3' from 'BB/RR4'.
Fitch has affirmed the following ratings:
-- Secured bank credit facility at 'BBB-/RR1';
-- Senior unsecured guaranteed notes at 'BB+/RR2'.
The Rating Outlook is Stable.
RECOVERY RATINGS
Fitch's RR of 'RR1' for USG's $180 million secured revolving credit
facility indicates outstanding recovery prospects for holders of
this debt issue. Fitch's 'RR2' rating for USG's unsecured
guaranteed notes indicates superior recovery prospects. ($350
million of unsecured notes are guaranteed on a senior unsecured
basis by certain of USG's domestic subsidiaries.) The 'RR3' for
USG's senior unsecured notes ($500 million outstanding) that are
not guaranteed by the company's subsidiaries indicates good
recovery.
UTEX INDUSTRIES: S&P Affirms 'CCC+' CCR & Revises Outlook to Neg.
-----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'CCC+' corporate
credit rating on UTEX Industries Inc. and revised the outlook to
negative from stable.
The 'CCC+' issue-level rating on the company's first-lien term loan
and 'CCC-' rating on its second-lien term loan are unchanged. The
recovery rating on the first-lien loan remains '4', indicating
S&P's expectation of average (30%-50%; rounded estimate: 45%)
recovery in the event of a payment default. The recovery rating on
the second-lien term loan remains '6', indicating S&P's expectation
of negligible (0%-10%; rounded estimate: 0%) recovery in the event
of a payment default.
The negative outlook reflects S&P's revised assessment of liquidity
to less than adequate. As of Sept. 30, 2016, UTEX had about $19
million cash on its balance sheet and about $15 million of
availability on its credit facility. The facility includes a 7x
leverage springing covenant if the company utilizes more than 30%
of the facility. As a result, S&P has assumed the maximum the
company could draw is $15 million, 30% of its $50 million revolving
credit facility, as a source of liquidity. S&P also believes
access to additional capital other than the facility is minimal
outside of the company's financial sponsor. While S&P continues to
project the company will generate modest free operating cash flows
(FOCF) this year, further distress in the oil and gas services
sector could reduce both cash flows and revolver availability.
S&P views UTEX's business risk profile as weak due to its limited
scale of operations and end-market diversity, as well as its
exposure to the volatile oil and gas exploration and production
(E&P) sector. S&P assess the company's profitability as above
average for its peer group. The company enjoys strong EBITDA
margins, and its relatively variable cost structure can lessen
profitability erosion during periods of weak demand.
Since the financial information of UTEX Industries is confidential,
S&P makes limited reference to specific financial information or
measures.
S&P assess UTEX's financial risk profile as highly leveraged,
reflected in the company's high debt leverage and ownership by a
financial sponsor. Despite improving conditions for the E&P
industry, S&P do not expect this assessment to change over the next
12 months.
The negative outlook on UTEX reflects S&P's assessment of the
company's liquidity as less than adequate, owing to the limited
capacity on its credit facility, high interest and principal
payments, and likely limited access to additional capital while
under distressed conditions. However, S&P expects the company will
generate modest cash flow and that it has minimal capital spending
requirements, both of which support the ratings.
S&P could lower the rating if the company's liquidity deteriorates,
which is likely if cash flows suffer by more than S&P expects and
margins deteriorate, such that S&P could see a path to default
within a year.
S&P could raise the rating if revenues and resulting financial
measures improve such that S&P projects FFO to debt sustained
closer to 12%. This would likely occur in conjunction with
improving oil and natural gas prices, which should support higher
capital spending levels by the E&P industry.
V&L TOOL LLC: Has Deal For Cash Access Until June 30
----------------------------------------------------
V&L Tool, LLC and GE Healthcare ask the the U.S. Bankruptcy Court
for the Eastern District of Wisconsin for approval of the Fourth
Amendment to their Stipulation, which allows the Debtor to continue
using cash collateral through June 30, 2017.
The Court has previously approved a Third Amendment by its Order
dated Dec. 27, 2016, which provides, among other things, that the
Debtor is authorized to use cash collateral under the terms and
conditions stated in the Stipulation, as amended, until March 31,
2017.
GE Healthcare asserts that, as of March 31, 2017, the unpaid
balance of the Subject Obligations, including attorneys' fees and
costs, totals at least $212,163.
The Stipulation is amended to provide that, for each payment by GE
Healthcare to the Debtor under the GE Healthcare Supply Agreement
that is made by GE Healthcare after March 31, 2017 and on or before
June 30, 2017, GE Healthcare will withhold 20% of the payment
amount
as a setoff/recoupment to be applied against the Subject
Obligations until it has received an additional $120,649 during the
period from April 1, 2017 through the later of June 30, 2017 or the
date a plan of reorganization is confirmed in the Debtor's case.
GE Healthcare agrees that if, and only if, it receives 20% setoffs
from payments under the Stipulation it will not thereafter be
entitled to any additional 20% setoffs from payments to be applied
against the Subject Obligations, and the unpaid amount of the
Subject Obligations (including attorneys' fees and costs through
Feb. 2017) then will be deemed waived by GE Healthcare.
The Parties has further agreed that, except as amended by the
Fourth Amendment, all of the terms and conditions of the
Stipulation, as previously amended, and as approved by the June 7,
2016 Order, the September 28, 2016 Order, the November 10, 2016
Order and the December 27, 2016 Order, remain in full force and
effect.
A full-text copy of the Stipulated Motion, dated April 14, 2017, is
available at https://is.gd/4RWZCz
GE Healthcare, a division of General Electric Company, is
represented by:
Robert P. Harris, Esq.
Quarles & Brady LLP
One Renaissance Square
Two North Central Avenue
Phoenix, AZ 85004
Phone: (602) 229-5200
Facsimile: (602) 229-5690
E-mail: robert.harris@quarles.com
About V&L Tool, LLC
V&L Tool, LLC, filed a Chapter 11 petition (Bankr. E.D. Wis. Case
No. 16-24208) on April 27, 2016. Greg Ahsmann, manager, signed the
petition. The Debtor is represented by Jonathan D. Golding, Esq.,
and Richard N. Golding, Esq., at the Golding Law Offices, P.C. of
Chicago, IL. At the time of filing, the Debtor had $5.46 million
in total assets and $5.16 million in total liabilities.
VINE OIL: S&P Affirms 'B' Corp. Credit Rating on New $150MM Debt
----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' long-term
corporate credit rating on Vine Oil & Gas LP and its 'CCC+'
issue-level rating on the company's term loans B and C. The
outlook is negative.
S&P views Vine's business risk profile as vulnerable, because of
the modest size and scale of the company's reserves, the high
percentage of proved undeveloped reserves, and the company's
relatively low absolute profitability due to its focus on dry
natural gas. The company's assets consist of 1,518 billion cubic
feet equivalent (bcfe) of proved natural-gas reserves as of
year-end 2016, with expected average 2017 net production over 300
million cubic feet equivalent (mmcfe) per day. In addition, only
about 14% of Vine's reserve base is classified as developed, so the
company will need to make significant investments to develop its
proved undeveloped reserves in the next couple of years.
Nevertheless, reserve and production metrics place the company at
the higher end of the 'B' rating category in terms of size and
scale compared with rated peers. Haynesville Shale of North
Louisiana also has several years of operating history, so S&P views
the play as being lower risk than newer unconventional natural-gas
fields. The region also benefits from extensive gathering and
transportation infrastructure and proximity to the Gulf Coast,
which supports price realizations.
Vine's assets consist of 150,000 effective acres in the Haynesville
play (concentrated in core areas) and are operated jointly with
GeoSouthern, which acquired its interest from Encana Corp. in
November 2015. Since its inception, Vine has resumed drilling
operations and turned around the natural production decline.
Average daily production in 2016 was up 26% year over year to 216
mmcfe/day, and the company plans to accelerate its drilling program
in 2017. Vine has also made strides in well productivity and
operating efficiencies. With cash operating costs of about 80
cents per mcfe, the company's costs compare well with gas-weighted
peers. Still, S&P expects Vine's high gathering penalties through
2019 (between $25 million and $40 million per year under S&P's
base-case scenario) to make a dent in operating cash flows.
Finally, S&P believes that profitability will continue to lag
behind that of its oil-weighted peers, given S&P's expectation that
oil will continue to price at a premium to natural gas.
S&P views Vine's financial risk profile as highly leveraged,
reflecting the company's financial sponsor ownership and S&P's
expectation that leverage will average about 5x over the next two
years based on S&P's production, cost, and price assumptions.
Credit measures could strengthen starting in 2018 if the company
continues to expand production while maintaining profitability.
Vine has also a significant portion of its production hedged above
$3/mmBTU in 2017 and 2018, which should help buffer the impact of
unfavorable natural-gas prices over the next couple of years.
The negative rating outlook on Vine Oil & Gas LP reflects S&P's
expectation that credit ratios will remain weak for the rating for
the next couple of years, with FFO to debt around 12%, despite
S&P's expectation of increased production and cash flow. S&P would
consider lowering the ratings if it expected Vine's credit ratios
to weaken, or if liquidity deteriorated. This would most likely be
due to a sustained decline in natural-gas prices,
higher-than-expected costs or capital spending, or
lower-than-anticipated production.
S&P would consider revising the outlook to stable if the company
successfully increases production and cash flows as anticipated,
while raising additional funds to finance growth.
WEST LANE PROPERTIES: Disclosures Approved; May 30 Plan Hearing
---------------------------------------------------------------
Judge Michael S. McManus of the U.S. Bankruptcy Court for the
Eastern District of California approved West Lane Properties,
Inc.'s disclosure statement describing its plan of reorganization
filed on Feb. 10, 2017.
The hearing on the confirmation of the plan shall be held on May
30, 2017, at 10:00 a.m.
Objections to the plan confirmation shall be filed and served no
later than May 19, 2017.
As reported by the Troubled Company Reporter on Feb. 17, 2017,
under the plan, secured claimant Pat De Santis will receive monthly
payments of $4,054.65 over five years commencing with the date of
confirmation of the Plan.
Payments and distributions under the Plan will be funded by the
ongoing rental income received by the Debtor.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/caeb16-25217-59.pdf
About West Lane Properties
West Lane Properties Inc. filed a Chapter 11 petition (Bankr. E.D.
Cal. Case No. 16-25217), on August 9, 2016. The petition was
signed by Hoc C. Ma, president. The case is assigned to Judge
Michael S. McManus. The Debtor's counsel is Mark J. Hannon,
Esq.
At the time of filing, the Debtor disclosed $1 million in assets
and $818,172 in liabilities.
WESTINGHOUSE ELECTRIC: Bankruptcy Worries Toshiba
-------------------------------------------------
Chelsea Naso, writing for Bankruptcy Law360, reports that Toshiba
warned it is worried about its ability to operate as a going
concern amid pressure from the bankruptcy of its U.S. nuclear
energy arm Westinghouse. Law360 relates that Toshiba confirmed
it's considering a sale of its memory business to help forge a
turnaround.
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.
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,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March
29, 2017.
In their petition, the Debtors listed total assets of $4.32 billion
and total liabilities of $9.39 billion as of Feb. 28, 2017.
The petitions were signed by AlixPartners' Lisa J. Donahue, chief
transition and development officer.
The Hon. Michael E. Wiles presides over the cases.
Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail,
Esq., and
David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP, serve as
counsel to the Debtors. AlixPartners LLP serves as the Debtors'
financial advisor. The Debtors' investment banker is PJT Partners
Inc. Their claims and noticing
agent is Kurtzman Carson Consultants LLC.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
YAKH LLC: Bank to Get 100%; $150K From Owner to Fund Plan
---------------------------------------------------------
The Chapter 11 trustee for YAKH LLC filed with the U.S. Bankruptcy
Court for the District of Massachusetts its proposed plan to exit
Chapter 11 protection.
Under the restructuring plan, John Aquino, the court-appointed
trustee, will make a payment to BankGloucester on the effective
date of the plan in the amount necessary to bring its promissory
note current.
The claim of BankGloucester, which provided a $450,000 loan to YAKH
to purchase a property in Revere, Massachusetts, is based upon the
note dated September 21, 2012.
After the effective date, the interest rate of BankGloucester's
secured claim will be calculated at the interest rates specified in
the note. The monthly principal and interest payment due under the
note will be $2,669.93 through its fifth anniversary, at which
point it will be reset in accordance with the terms of the note.
BankGloucester will retain all of its rights and obligations under
the loan documents. Pending payment in full of its allowed secured
claim, the bank will retain its liens on the collateral. Upon
payment in full, the claim will be deemed forever discharged and
released.
The trustee does not believe that there are any priority unsecured
claims against the company.
Payments under the plan will be funded by cash on hand in the
amount of approximately $35,000; and a capital contribution in the
amount of $150,000 from Vladislav Yanovsky, YAKH's sole member,
according to the trustee's disclosure statement filed on April 11.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/YAKHLLC_DS041117.pdf
About YAKH LLC
YAKH LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-12304) on June 15, 2016, disclosing under $1 million in both
assets and liabilities. The petition was signed by Vladislav
Yanovsky, managing director. The Debtor is represented by Paul
Feldman at the Law Offices of Paul Feldman.
No official committee of unsecured creditors has been appointed in
the case.
The court appointed John J. Aquino as Chapter 11 trustee. John J.
Aquino, Esq., at Anderson Aquino LLP, serves as the trustee's legal
counsel.
YELLOWSTONE MOUNTAIN: Michael Flynn Must Pay $200K to Opposing Atty
-------------------------------------------------------------------
Suevon Lee, writing for Bankruptcy Law360, reports that the Ninth
Circuit ruled that Michael J. Flynn, the lawyer of the co-founder
of Yellowstone Mountain Club LLC, must pay opposing counsel's fees
and costs totaling about $200,000 for bringing a "frivolous and
bad-faith appeal" of a twice-rejected bid to disqualify a
bankruptcy judge.
The Ninth Circuit denied Mr. Flynn's motion to reconsider a Ninth
Circuit appellate commissioner's orders awarding fees and costs to
various opposing counsel.
About Yellowstone Mountain Club
Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle. The Company was founded in 1999.
Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008. The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).
Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone. The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO. The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.
In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.
Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.
About Timothy Blixseth
Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010). The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes. A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf
Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes. Members paid
$205 million for 72 properties in 2005 alone.
Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse. Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found. Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher. Mr. Blixseth said he's appealing that judgment.
YOGA SMOGA: DIP Loan Hiked to $562,000, Has Final Approval
----------------------------------------------------------
Judge Michael E. Wiles entered a final order authorizing Yoga
Smoga, Inc., to obtain up to obtain financing of $562,000.
On Dec. 28, 2017, the Debtor had filed a motion to obtain up to
$350,000 of secured postpetition superpriority financing on an
interim and final basis pursuant to the terms and conditions of a
"Debtor-in-Possession Promissory Note" dated as of December 28,
2016, by and among the Debtor and Tapasya Bali and Rishi Bali
(collectively, the "Tranche One DIP Lender").
The official committee of unsecured creditors in the Chapter 11
case and the Debtor have been negotiating the terms of an order
approving the Original DIP Financing Motion on a final basis, and
at the same time the Debtor and the Committee have been negotiating
a $200,000 supplemental tranche of debtor in possession financing
(the "Tranche Two Financing") with certain pre-petition investors
(the "Tranche Two DIP Lenders") pursuant to an Amended and Restated
Debtor-In-Possession Promissory Note, to supplement the $350,000
financing contemplated by the Original DIP Financing Motion (as
increased by $12,000 in negotiations among the Committee, the
Debtor and the Tranche Two DIP Lender) ("Tranche One Financing"),
for an aggregate Tranche One Financing and Tranche Two Financing of
$562,000 (the "Financing").
To permit such negotiations to proceed and afford the parties
sufficient time to document the Financing and to request Court
approval of the Financing, the Debtor and the Committee requested
adjournments of the final hearing on the Original DIP Financing
Motion (the "Final Hearing") and the Court has issued three further
interim orders approving certain of the financing on an interim
basis.
On Jan. 19, 2017, the Court entered the second interim order, which
increased the authorized amount of Interim Financing to $100,000.
On Feb. 10, 2017, the Court entered the third interim order. On
Feb. 28, 2017, the Court entered the fourth interim order, which
continued the Debtor's authorization to obtain the interim
financing and adjourned the final hearing to March 28, 2017 at
10:00 a.m. (Eastern).
On March 10, 2017, the Debtor filed its supplemental motion for
entry of final order authorizing debtor to obtain postpetition
secured, superpriority financing, to provide the Court and parties
in interest with an explanation of the Financing contemplated by
the Amended DIP Note, including the Tranche Two Financing and how
it is meant to supplement to the Tranche One Financing, and of the
rights of the Tranche One DIP Lender relative to the rights of the
Tranche Two DIP Lenders.
After entry of the Interim Order, the Debtor, the Committee and the
DIP Lenders negotiated modifications to the Original DIP Note in
the form of the Amended DIP Note. The Amended DIP Note reflects
the deemed modifications made to the Original DIP Note by the Court
in the Interim Order, as well as the additional modifications
negotiated by and among the Debtor, Committee and the DIP Lenders.
On April 18, 2017, Judge Wiles ordered that on a final basis the
Debtor is authorized to borrow up to the maximum amount of $562,000
(the "Maximum Borrowing"). All funds advanced by the DIP Lender
after entry of the Interim Order up to $100,000, including the
$12,000 advanced by the DIP Lender on Dec. 29, 2016 to enable the
Debtor to meet its payroll obligations, and all funds advanced
after entry of the Final Order up to the Maximum Borrowing will be
considered Loans under the Amended DIP Note and the DIP Lenders
shall have the benefits of their respective rights under the
Amended DIP Note and the terms of the Final Order with respect to
all such Loans.
The Debtor provided the Committee with a 90-day "Cash Flow
Projection" that sets forth the anticipated sources and uses of
cash on a weekly basis for the period January 9, 2017 through April
9, 2017. Every two weeks the Debtor will provide the Committee
with a report that compares the actual and projected sources and
uses of cash for the immediately preceding fourteen day period.
The Debtor may modify or amend the Cash Flow Projection as
necessary and appropriate.
No provision of the Final Order or of the Amended DIP Note will
impair any valid and enforceable right of setoff or other right
pursuant to Section 553 of the Bankruptcy Code that 99Degrees
Custom, Inc. or any other creditor may have, and any rights granted
to the DIP Lenders hereunder will be subject to such rights. In
addition, the valid and perfected pre-Petition Date liens of
99Degrees in certain inventory and fabric of the Debtor were
acknowledged and allowed in the Court-approved stipulation
providing adequate protection to 99Degrees (the "Stipulation"), and
therefore such liens are Permitted Encumbrances under this Final
Order and the Amended DIP Note.
A copy of the Final Order, dated April 18, 2017, is available at:
http://bankrupt.com/misc/nysb16-13538_127_DIP_Ord_Yoga.pdf
About Yoga Smoga
Yoga Smoga, Inc., is a yoga-themed retail startup. Most of its
stores were in California: La Jolla, Malibu, Beverly Hills,
Brentwood, Huntington Beach, San Francisco and Corte Madera. It
also had branches in Greenwich, Conn.; Short Hills, N.J.; and White
Plains, N.Y.
Yoga Smoga filed a chapter 11 petition (Bankr. S.D.N.Y. Case No.
16-13538) on Dec. 19, 2016, and decided to pare down its operations
to one retail store (La Jolla) and on-line sales through its
website and other e-commerce sales channels.
Tapasya Bali, the CEO, signed the petition.
The Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.
Judge Michael E. Wiles is the case judge.
Meyer, Suozzi, English & Klein, P.C., is serving as the Debtor's
counsel, with the engagement led by Jil Mazer-Marino, Esq. Joseph
A. Broderick, PC, is the Debtor's accountant.
The Office of the U.S. Trustee formed an official committee of
unsecured creditors. Klestadt Winters Jureller serves as legal
counsel to the Committee, and CBIZ Accounting, Tax and Advisory of
New York, LLC is the financial advisor.
ZLOOP INC: Sues Phelps Dunbar for Malpractice
---------------------------------------------
Fola Akinnibi, writing for Bankruptcy Law360, reports that Zloop
Inc. accused Phelps Dunbar LLP, its former counsel, of malpractice
for its work on a case brought against the Company and its founders
Robert Boston and Robert LaBarge.
According to Law360, the Company claims that the Firm failed to act
in its best interests, telling a Louisiana federal judge that the
Firm instead operated at the behest of the founders, who were also
named in a $28 million investment fraud lawsuit.
About ZLOOP, Inc.
ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.
Founded in 2012, the Company offers eWaste recycling and data
destruction services through its facility in Hickory, NC.
ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015.
The Debtors tapped DLA Piper LLP as counsel.
As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.
The U.S. trustee overseeing the Debtors' Chapter 11 cases on Sept.
2, 2015, appointed Recycling Equipment Inc., E Recycling Systems
LLC and Carolina Metals Group to serve on the official committee of
unsecured creditors. The committee is represented by Cole Schotz
P.C.
[*] March 2017 Bankruptcy Filings Down 4.7%
-------------------------------------------
Bankruptcy filings fell 4.7% for the 12-month period ending March
31, 2017, compared with the year ending March 31, 2016, according
to statistics released by the Administrative Office of the U.S.
Courts. The March 2017 annual bankruptcy filings totaled 794,492,
compared with 833,515 cases in the year ending March 2016.
BUSINESS AND NON-BUSINESS FILINGS,
YEARS ENDING
MARCH 31, 2013-2017
Year Business Non-Business Total
---- -------- ------------ -----
2017 23,591 770,901 794,492
2016 24,797 808,718 833,515
2015 26,130 884,956 911,086
2014 31,671 1,006,609 1,038,280
2013 37,552 1,132,772 1,174,324
TOTAL BANKRUPTCY FILINGS BY CHAPTER,
YEARS ENDING
MARCH 31, 2013-2017
Chapter
-------------------------------------
Year 7 11 12 13
---- ------- ------- ------- -------
2017 488,417 7,105 457 198,348
2016 523,394 7,380 440 302,193
2015 596,867 7,053 354 306,729
2014 699,982 8,564 388 329,256
2013 804,885 9,811 463 355,081
[*] Moody's B3-Negative and Lower Corp Ratings Decline in March
---------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List declined again in March, extending its improving trend
to 12 straight months, Moody's Investors Service says in a new
report. The list included 243 companies at the end of the first
quarter, 16% fewer than at the same time last year.
"The B3 Negative and Lower List continued its slow grind downward
during the first quarter of 2017," said Moody's Associate Analyst
Julia Chursin. "In March, the list shrank as a result of benign
rating actions, even as credit-negative sentiment persists for
companies that remain part of this lower-rated cohort, with twice
as many rating downgrades as upgrades."
Oil and gas companies continue to represent the largest share of
the list, but improvement in the sector is apparent, Chursin says
in "List Continues to Diminish, Yet Quality of Broader Spec-Grade
Population Stays Weak." At the end of March, oil and gas firms
represented 25% of the list, compared with just over 30% at the
same time last year. Even so, it was defaults that pushed many of
them off the list this past quarter. As it stands, aircraft &
aerospace companies, although small in absolute numbers, replaced
oil & gas atop Moody's industry heat map which shows the percentage
of spec-grade companies with CFRs of Ba1 and lower that end up on
the rating agency's list.
Meanwhile, the number of distressed retail and apparel companies on
Moody's list has increased along with debt maturities. While they
are still not heavily represented on the list, the number of firms
rated Caa or Ca has more than doubled in the past six years. The 20
lower- rated companies have about $3.7 billion in public debt due
through 2021.
Overall, US speculative-grade companies' maturity profile continues
to be supported by accommodative capital markets and strong demand
for high-yield bonds and leveraged loans. As well, Moody's
Liquidity Stress Index has stabilized, with the agency forecasting
a further decline in the default rate. Nevertheless, spec-grade
firms have weaker ratings than they did before the 2008-09 default
cycle, and unless issuance keeps pace with ever-larger maturities,
refinancing risk could start to pressure liquidity.
[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
-------------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher: Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry
Order your own personal copy today at http://bit.ly/1sTKOm6
As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.
The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.
The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.
The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.
Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.
*********
Monday's edition of the TCR delivers a list of indicative prices
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the prior week we think are reliable. Those sources may not,
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Chapter 11 cases involving less than $1,000,000 in assets and
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***