/raid1/www/Hosts/bankrupt/TCR_Public/170522.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, May 22, 2017, Vol. 21, No. 141
Headlines
1041 LITTLE EAST: Plan Filing Deadline Extended Through August 16
5 STAR INVESTMENT: Trustee Selling South Bend Property for $29K
A.J. & M.C. RAMOS: Sale of Corpus Christi Property for $350K Okayed
ADEPTUS HEALTH: US Trustee Objects to DLA Piper Retention
ADEPTUS HEALTH: Wexford, Debello Object to DLA Piper Retention
AHP HOME: Hires Mickler & Mickler as Attorney
ALGODON WINES: Incurs $1.81 Million Net Loss for First Quarter
ALLDIGITAL HOLDINGS: Moglia to Auction Assets on May 30
ALTADENA LINCOLN: Case Summary & 19 Largest Unsecured Creditors
ALTOMARE AUTO: Exclusive Plan Filing Period Extended Until Aug. 21
AMERICAN APPAREL: Standard Says Travelers Must Pay Defense Costs
ANGELICA CORP: Taps Grant Thornton as Auditor & Tax Advisor
AOXING PHARMACEUTICAL: Posts $143K Net Income for Third Quarter
AP GAMING: S&P Assigns 'B+' Rating on Proposed $480MM Facility
AP XPRESS: Discloses Hourly Rates for Gilman & Edwards Attorneys
APR TRUCKING: Hires Gamberg & Abrams as Counsel
ARUBA INVESTMENTS: S&P Lowers CCR to 'B-' Amid Weak Performance
ASCENA RETAIL: 2017 Earnings Guidance No Impact on Moody's Ratings
AVATAR PACKAGING: Plan Outline Okayed, Plan Hearing on June 15
BANKUNITED FINANCIAL: Dodges Former Executives' Settlement Coverage
BASS PRO: Bank Debt Trades at 2% Off
BELK INC: Bank Debt Trades at 12% Off
BERRIOS AUTO: Taps C. Conde & Assoc. as Legal Counsel
BIOLARGO INC: Delays Form 10-Q Due to Unforeseeable Circumstances
BIOSTAR PHARMACEUTICALS: Working to Complete March 31 Form 10-Q
BLAIR GLADWIN: Selling 46-Acre Merced Property for $1 Million
BLANKENSHIP FARMS: Trustee Taps Alexander Auction as Auctioneer
BLUE BEE: Court Moves Plan Filing Deadline to August 16
BORINQUEN PARKING: Taps Robert Millan as Legal Counsel
BORINQUEN PARKING: Taps Ruben Gonzalez Marrero as Accountant
BRAZIL MINERALS: Delays Filing of March 31 Quarterly Report
BRITISH MOTORCARS: Asks Court to OK Counsel Fee Payment Protocol
BULOVA TECHNOLOGIES: Will File Form 10-Q Within 'Grace' Period
C-LEVELED LLC: Hires Sisterson & Co. as Accountant
CAPSTONE LOGISTICS: Moody's Affirms B3 CFR & Alters Outlook to Neg.
CAR CHARGING: Incurs $3.85 Million Net Loss in First Quarter
CARTEL MANAGEMENT: Auction of Titans of Mavericks on June 1
CATASYS INC: Reports $21.8 Million Net Loss for First Quarter
CBAK ENERGY: Will File Form 10-Q Within Extension Period
CELERITAS CHEMICALS: Disclosures OK'd; Plan Hearing on June 15
CENTENE CORP: S&P Raises Counterparty Credit Rating to 'BB+'
CENTRAL GROCERS: Stevens & Lee Represents Altar Produce, et al.
CHINA COMMERCIAL: Will Likely Report Q1 Net Loss at Around $1.2-M
CHINA TELETECH: Will File Form 10-Q Within Extension Period
CHRISTIAN ELDERLY: Hires Carrasquillo as Accountant
CIBER INC: Court Approves KEIP and KERP Programs
CINRAM GROUP: Committee Taps EisnerAmper as Financial Advisor
COLD SPY: Can Use Direct Capital Collateral
COMPOUNDING DOCS: Needs Additional 90 Days to File Chapter 11 Plan
CONCH HOUSE: Hires Cantrell Ray as Appraiser
COVINGTON ROUTE: Hires Lawrence M. Klein as Counsel
D.J.W.S. HOLDING: Plan Outline Okayed, Plan Hearing on June 14
DAMON G. DOUGLAS: Hires Bederson as Accountant
DAVE JOHNSON: Perez Buying 2006 Mercedes-Benz CLK350 for $7.5K
DAVID AND VERDA: Greenwich Secured Claim to Get $5,064 Over 36 Mos
DIAMONDHEAD CASINO: Will File Form 10-Q Within Grace Period
DIGNITY & MERCY: Plan Outline Okayed, Plan Hearing on June 20
E. ALLEN REEVES: Selling Vehicles and Miscellaneous Assets for $77K
EAST 30A RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
EB HOLDINGS: Involuntary Chapter 11 Case Summary
FINCO I: Fitch Assigns 'B' Short-Term Issuer Default Rating
FLORIDA EAR: Hires Williams Parker as Special Counsel
FLYGLO LLC: Seeks to Hire Akin Gump as Special Counsel
FOLTS HOME: Receiver Hires Koch & Schmidt, and Hancock Estabrook
FORESIGHT ENERGY: Bank Debt Trades at 4% Off
FOREVERGREEN WORLDWIDE: Has Difficulty Completing Form 10-Q
FTE NETWORKS: Lateral Has 38.7% Stake as of May 8
GARDEN FRESH: Exclusive Plan Filing Period Extended to July 31
GATOR EQUIPMENT: Hires Proprie'te' Shoppe as Real Estate Broker
GENERAL NUTRITION: Bank Debt Trades at 8% Off
GOD'S HOUSE OF REFUGE: Case Summary & 7 Unsecured Creditors
GRANDPARENTS.COM: Bids for Domain Name, Other Assets Due May 31
GUIDED THERAPEUTICS: Delays Filing of Form 10Q on Liquidity Issues
H&H FARMS: Seeks to Hire Five Star as Auctioneer
H&H FARMS: Seeks to Hire Travis Loe as Real Estate Appraiser
H&H FARMS: Taps D. Williams & Co. as Accountant
HAIMlL REALTY: Premier Buying New York Condo Unit for $2.7M
HAITIAN FIRST CHURCH: Taps Geo Real Estate Group as Broker
HHGREGG INC: Final Order Authorizing Store Closings Entered
HHGREGG INC: Supplemental Order for Phase II Closings Entered
HUSKY INC: Hires Carrasquillo as Accountant
HYDROSCIENCE TECHNOLOGIES: Taps Forshey & Prostok as Legal Counsel
HYDROSCIENCE TECHNOLOGIES: Taps JDL as Financial Consultant
HYLAND SOFTWARE: Moody's Affirms B2 CFR; Outlook Stable
ICAGEN INC: Will File Form 10-Q Within Extension Period
IMAGINE! PRINT: S&P Rates Proposed $375MM 1st Lien Loan 'B'
IMPLANT SCIENCES: Calls Zapata's Allegations Baseless and False
IRON BRIDGE TOOLS: Disclosure Statement Hearing Set for June 22
ISIGN SOLUTIONS: Incurs $614,000 Net Loss in First Quarter
ISO DOC: Case Summary & 20 Largest Unsecured Creditors
ISTAR INC: Fitch Corrects May 17 Release
JAMES WILSON: Seeks to Hire Jerry M. Ledford as Accountant
JANS INC: Voluntary Chapter 11 Case Summary
JANS INC: Voluntary Chapter 11 Case Summary
KATY INDUSTRIES: Has Interim Nod to Obtain $4.5M of DIP Financing
KATY INDUSTRIES: May 26 Meeting Set to Form Creditors' Panel
KENDALL LAKE: Court Moves Exclusive Plan Filing Period to June 22
KIWA BIO-TECH: Posts $303K Net Income for First Quarter
KOREAN CHRISTIAN CHURCH: Hires Jones Lang as Real Estate Broker
LA VINAS MD: Taps Freedom as Accountant & Financial Advisor
LENEXA HOTEL: Exclusive Plan Filing Period Extended Thru May 30
LEWIS SPECIALTIES: Hires Barron and Barron as Counsel
LINDBLAD EXPEDITIONS: S&P Affirms 'BB-' CCR & Alters Outlook to Neg
LOVE GRACE: Intends to File Plan of Reorganization by August 18
LUVU BRANDS: Reports $111,000 Net Income for Third Quarter
MARIMED INC: Incurs $32,000 Q1 Loss Attributable to Shareholders
MARINE ACQUISITION: Acquisition Deal No Impact on Moody's B2 CFR
MEMPHIS LOUIE: Disclosure Statement Hearing Set for June 15
MIDLAND FUNDING: ACA International Lauds Court Ruling in FDCPA Case
MOUNTAIN CREEK: May 24 Meeting Set to Form Creditors' Panel
NATIONAL CINEMEDIA: S&P Lowers CCR to 'B+' on Weak Performance
NELSON DERMATOLOGY: Hires Odin Feldman as Attorney
NEPHROGENEX INC: Court Confirms Reorganization Plan
NEW YORK CRANE: Committee Taps Keen-Summit as Real Estate Broker
NORTH COAST TOOL: Hires Michael T. Moore as Accountant
NORTHWEST PEDIATRIC: Taps Bishop & LaForte as Special Counsel
NOVATION COMPANIES: Files Amended Indenture & Senior Notes
NUVERRA ENVIRONMENTAL: Hires Lazard as Investment Banker
NUVERRA ENVIRONMENTAL: Hires Shearman & Sterling as Co-Counsel
NUVERRA ENVIRONMENTAL: Hires Squire Patton as Special Counsel
NUVERRA ENVIRONMENTAL: Hires Young Conaway as Co-Counsel
ORANGE ACRES: Case Summary & 8 Unsecured Creditors
ORANGE ACRES: Case Summary & 8 Unsecured Creditors
ORBITE TECHNOLOGIES: Mulls Relisting After Emergence
PAKIE PLASTINO: Paine/EP Valor Buying LaQuinta Property for $2.7M
PETSMART INC: Bank Debt Trades at 5% Off
PHYSICAL PROPERTY: Incurs HK$220,000 Net Loss for First Quarter
PLAZA RETAIL: May 25 Auction of Angelo Galasso Designer Items
PROMETHEUS & ATLAS: Case Summary & 5 Unsecured Creditors
PROQUEST LLC: S&P Revises Outlook to Stable & Affirms 'B' CCR
QUALITY CONSERVATION: Hires Norris McLaughlin as Attorney
QUEST SOLUTION: Reports $378K Net Loss for First Quarter
RAMOS REALTY: Hires Torres & Associates as Attorney
RESHETAR REALTY: Sale of Springfield Property for $80K Approved
ROSETTA GENOMICS: Files Amendment No.1 to Form F-1 Prospectus
RUE21 INC: $275-Million DIP Financing Has Interim Approval
RUE21 INC: Salient Terms of $125 Million DIP ABL Credit Facility
RUE21 INC: Salient Terms of $150 Million Term Loan Facility
SANCTUARY CARE: Taps Katz of Vinca Group as CRO
SECURED ASSETS: Selling Reno Condo Units for $380K
SQUARETWO FINANCIAL: Committee Taps Gavin as Financial Advisor
SUBDIVISION OF SILVER: Hires Margaret M. McClure as Counsel
SUNEDISON INC: Mediation Talks Lead to Settlement, Creditors Say
SUNEDISON INC: Sale of Interests in 352 Energy Projects Approved
SUNEDISON INC: Sale of Interests in 80 Energy Projects Approved
SUNVALLEY SOLAR: Will File Form 10-Q Within Extension Period
TALLAHASSEE INDOOR: Plan Outline Okayed, Plan Hearing on June 15
TEMPEST GROUP: Seeks July 30 Exclusive Plan Filing Period Extension
TIDEWATER INC: Low Demand for Support Vessels Blamed for Woes
TIPTREE INC: Receives NASDAQ Notice on Delayed Form 10-Q Filing
TONGJI HEALTHCARE: Delays Filing of March 31 Quarterly Report
TOTAL OFFICE: Case Summary & Largest Unsecured Creditors
TRANSMAR COMMODITY: AMERRA Buying Powder Book for $40/Metric Ton
TRIANGLE USA: Court Extends Plan Filing Period to August 28
TRUE NORTH: Provides Update on Bankruptcy Proceedings
UNIVERSAL HEALTH: Moody's Affirms Ba1 CFR; Outlook Stable
UPPER ROOM BIBLE: Disclosure Statement Hearing Set for June 22
V & V SUPERMARKETS: Taps Giacopelli as Tax Services Provider
V & V SUPERMARKETS: Taps Jennifer Carlin as Accountant
VERTIV INTERMEDIATE: Moody's Affirms B2 CFR; Outlook Stable
VINCHEM USA: Hires G&S Accounting as Accountant
VITARGO GLOBAL: Creditors' Panel Hires Marshack Hays as Counsel
WEBSTER RESTAURANTS: Hires Margaret M. McClure as Counsel
WINDMILL RESERVE: Disclosure Statement Hearing Set for June 22
WJA ASSET: Case Summary & Top Unsecured Creditors
ZEKELMAN INDUSTRIES: S&P Affirms 'B+' CCR; Outlook Stable
[*] Heather Smith Joins Houlihan Lokey's Capital Markets Group
[] Forshey Prostok Promotes Three Attorneys, Adds Two Lawyers
[^] BOND PRICING: For the Week from May 15 to 19, 2017
*********
1041 LITTLE EAST: Plan Filing Deadline Extended Through August 16
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U.S. Bankruptcy Judge Louis A. Scarcella for the Eastern District
of New York extended through August 16, 2017, the exclusive period
during which only 1041 Little East Neck Road, LLC and its
Debtor-affiliates may file a plan of reorganization.
The Troubled Company Reporter has previously reported that the
Debtors were requesting an extension of the exclusivity period to
permit the Debtors to work cooperatively with their key
constituents towards the goal of consummating a consensual Chapter
11 plan.
The Debtors asserted that they were trying in earnest and in good
faith to reduce their costs, stabilize their operations, and become
more profitable. To date, the Debtors, as a whole, had been
operating at a slight profit. Because of the seasonal nature of the
Debtors' business, which primarily involves selling gasoline, picks
up in the Spring and Summer months, the Debtors expect their
profits to increase at this time of the year.
The Debtors averred that they are also resolving some necessary
issues before formulation and confirmation of a plan may proceed,
and have set a bar date for the filing of proofs of claim.
The Debtors claimed that they had been making good-faith progress
towards an exit from Chapter 11 and are moving forward in good
faith toward a reorganization of their debt by: (1) staying current
with their administrative obligations; (2) satisfactorily complying
with their other administrative obligations; and (3) being current
with the filing of their monthly operating reports and payment of
their U.S. Trustee quarterly operating fees
About 1041 Little East Neck Road
1041 Little East Neck Road LLC, 945 Little East Neck Road LLC and
956 Little East Neck Road LLC are New York limited liability
companies that operate gasoline service stations along a stretch of
Little East Neck Road, in West Babylon, New York. 1041 Little East
Neck Road et al. have owned these businesses since 2005. Each gas
station primarily sells gas, but like most gas stations today, each
also sells convenience store items such as beverages, cigarettes,
snacks and lottery tickets. In addition, one of the gas stations,
956 Little East Neck Road, has mechanic bays that are rented out.
1041 Little East Neck Road, et al., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 16-74896 to
16-74898) on Oct. 20, 2016. The petitions were signed by Muhammet
Ozen, member.
The Court entered an order dated October 25, 2016, administratively
consolidating these cases. The cases are assigned to Judge Robert
E. Grossman. The Debtors are represented by Craig D. Robins, Esq.,
as counsel.
At the time of the filing, 1041 Little East disclosed $554,177 in
assets and $1,240,000 in liabilities. 945 Little East reported
total assets of $361,256 and total debts of $1.19 million.
Meanwhile, 956 Little East disclosed $173,539 in assets and $1.02
million in liabilities.
The United States Trustee's Office has not appointed an official
committee of unsecured creditors in any of the Debtors' cases.
5 STAR INVESTMENT: Trustee Selling South Bend Property for $29K
---------------------------------------------------------------
Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC,
and affiliates, asks the U.S. Bankruptcy Court for the Northern
District of Indiana to authorize the private sale of real estate
commonly known as 2201 Hollywood Place, South Bend, Joseph County,
Indiana, to Brandon Arizpe for $29,000.
On March 23, 2016, the Court entered its Order Granting Motion for
Joint Administration, consolidating the Debtors' Bankruptcy Cases
for purposes of administration only.
On June 24, 2016, the Court entered its Agreed Order Granting
Trustee's Motion for Substantive Consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered Order Granting Application to
Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy
Estates' Broker, authorizing the employment of Tiffany Group Real
Estate Advisors, LLC as real estate brokers with respect to the
sale of real estate in these bankruptcy cases. Pursuant to the
agreement between the Trustee and Tiffany Group approved by the
Court.
Tiffany Group is entitled to receive a commission of 5% of the
total purchase price for all sales that were obtained solely
through the efforts of the Tiffany Group.
Prior to the Petition Date, on Nov. 5, 2015, the United States
Securities Exchange Commission ("SEC") filed a complaint against
the Debtors' sole owner, Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court for
the Northern District of Indiana, Hammond Division ("SEC Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000. Additionally, on Nov. 5,
2015, the SEC obtained an ex parte Temporary Restraining Order,
asset freeze and other emergency relief in the SEC Action.
Prior to the Petition Date, 5 Star Investment Group II, LLC, was
the sole owner of the Real Estate. The Real Estate is subject to a
tax lien for delinquent real estate taxes that have accrued for
2014 through 2016 and real estate taxes that will accrue for 2017.
The Real Estate is also subject to these Investor Mortgages:
a. A first priority mortgage in favor of Lester Lengacher dated
Nov. 7, 2012. The Lengacher Mortgage was recorded on Jan. 11, 2013
in the Office of the Recorder of St. Joseph County, Indiana, as
Instrument No. 1300950.
b. A second priority mortgage in favor of Samuel E. or Barbara
A. Strahm dated July 25, 2014. The Strahm Mortgage was recorded on
Aug. 11, 2014 in the Office of the Recorder of St. Joseph County,
Indiana, as Instrument No. 1419513.
On May 17, 2017, pursuant to the sole efforts of the Tiffany Group,
the Trustee entered into the Purchase Agreement for the sale of the
Real Estate to the Purchaser for the total purchase price of
$29,000. The Purchase Agreement provides for the sale of the Real
Estate, free and clear of all liens, encumbrances, claims and
interests.
The Purchase Agreement also provides that any portion of the Tax
Lien that represent delinquent real estate taxes, including real
estate taxes that have accrued for 2014 through 2016, will be paid
in full at closing. In addition, it provides that any portion of
the Tax Lien that represents real estate taxes for 2017 will be
prorated as of the date immediately prior to the date of closing.
Further, the Purchase Agreement provides that any other special
assessment liens, utilities, water and sewer charges and any other
charges customarily prorated in similar transactions will be
prorated as of the date immediately prior to the date of closing.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/5_Star_755_Sales.pdf
Although the Trustee is still in the process of liquidating the
assets of the Consolidated Bankruptcy Estate, it appears that the
assets will fall short of paying the plethora of claimants.
Unfortunately, under these circumstances, no distribution method
can possibly compensate all the investors/creditors fully for their
losses. In order to ensure the fair and equitable treatment of all
investors/creditors in these bankruptcy cases, the Trustee proposes
to sell all real estate free and clear of investor mortgages, with
the liens to attach to the proceeds until further order of the
Court.
The Trustee anticipates that the resolution of how the funds should
be distributed will be raised in the future pursuant to either a
chapter 11 plan and/or separate actions. At such time, all parties
can be heard on how the proceeds from the sale of the Real Estate
secured by the Investor Mortgages should be distributed.
The Trustee submits that the proposed sale pursuant to the Purchase
Agreement will accomplish a "sound business purpose" and will
result in the maximized value for the Real Estate. The Trustee
believes, based on the advice of the Tiffany Group, that the total
purchase price of $29,000 reflects the combined fair market value
of the Real Estate, and it therefore maximizes recovery.
Accordingly, the Trustee asks the Court to enter an Order
authorizing him, on behalf of the Consolidated Bankruptcy Estates,
to (i) sell the Real Estate to the Purchaser pursuant to the terms
and conditions of the Purchase Agreement free and clear of all
liens, encumbrances, claims and interests; (ii) disburse from the
sale proceeds, first to pay the costs and expenses of the sale,
including the commission owed to Tiffany Group (approximately
$1,450), second to pay all real estate taxes and assessments
outstanding and unpaid at the time of the sale, including the Tax
Lien, and third to pay the prorated portions for any other special
assessment liens, utilities, water and sewer charges and any other
charges customarily prorated in similar transactions; and (iii)
retain the excess proceeds from the sale until further order of the
Court.
The Trustee asks the Court to waive the requirements of Bankruptcy
Rule 6004(h) in order to allow the Trustee to timely and
expeditiously consummate the proposed sale.
The Purchaser can be reached at:
Brandon Arizpe
1118 Academy Place
South Bend, IN 46616
About 5 Star Investment Group
5 Star Investment Group, LLC, and its 10 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated
its assets at up to $50,000 and its liabilities between $1 million
and $10 million. The Debtor's counsel is Katherine C. O'Malley,
Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
A.J. & M.C. RAMOS: Sale of Corpus Christi Property for $350K Okayed
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized A.J. & M.C. Ramos Partners, Ltd.'s
sale of real property located 1621 and 1617 South Brownlee, Corpus
Christi, Texas, described as 1621 South Brownlee, Fitchue Place
Block 1103, Lot 17-26 and 1617 South Brownlee, Texas, to Brainstorm
Childcare & Learning Center of Texas, LLC for $350,000.
The sale is free and clear of any and all liens, claims and
interests. The liens of Nueces County, Rioprop Ventures, LLC, and
American Bank, N.A. will attach to the sales proceeds in accordance
with their original order of priority.
The proceeds from the sale of the Property will be used to pay
these liens and closing costs immediately at the closing of the
sale of the Property in their order of priority (and disbursed by
San Jacinto Title Co.):
a. Usual and customary closing costs including, without
limitation, title company charges, title policy fees, approved
realtor commissions, escrow fees and recording fees and other
charges set forth in the HUD-1 settlement statement to be approved
by Debtor and American Bank.
b. Ad valorem tax liens due to Nueces County and Rioprop
Ventures.
c. $125,000 to American National Bank
San Jacinto Title will deliver all excess sales proceeds due to the
Seller, if any, by check payable to Allan L. Potter, Esq., P.O. Box
3159, Corpus Christi, Texas, to be held in trust by him pending
further order of the Court.
Rioprop Ventures and American Bank will deliver releases of their
respective liens against the Property to San Jacinto Title upon the
receipt of the closing date payments contemplated by the Order.
The Order is immediately effective and not stayed pursuant to Fed.
R. Bankr. P. 6004(h).
About A.J. & M.C. Ramos
A.J. & M.C. Ramos Partners, LTD., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 15-20467) on
Nov. 30, 2015. The case is assigned to Judge David R. Jones.
ADEPTUS HEALTH: US Trustee Objects to DLA Piper Retention
---------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Adeptus Health case filed with the U.S. Bankruptcy Court separate
objections to the Company's motions to retain DLA Piper LLP (US) as
special counsel and Houlihan Lokey Capital as financial advisor and
investment banker. The U.S. Trustee asserts, "The United States
Trustee objects to the Application because the work proposed to be
performed by DLA Piper LLP (US) is work that should be performed by
Debtor's main bankruptcy counsel. Moreover, the Applicant cannot
meet the more relaxed disinterestedness standard under section
327(e) due to the actual or potential conflicts resulting from the
Applicant's representation of the Debtors and Mr. Napolitano." The
Houlihan Lokey Capital objection adds, "The United States Trustee
objects to the Application because the Application does not provide
for section 330 review of Houlihan Lokey Capital's (the
'Applicant') fees and expenses. Approval of the Applicant's
$100,000 a month fee, $550,000 fee for delivery of a Valuation of
the Debtors, and $150,000 non-refundable cash fee for Supplemental
Services that may be requested, plus expense reimbursements under a
section 328 standard would leave this Court little discretion to
assess the Applicant's work. Finally, the United States Trustee
requests that the Engagement Letter be modified to provide that
Texas law controls and that this Court is the sole venue in which
disputes arising from this employment may be determined."
About Adeptus Health
Adeptus Health LLC -- http://www.adpt.com/-- 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.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, chief restructuring officer, signed the petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel.
ADEPTUS HEALTH: Wexford, Debello Object to DLA Piper Retention
--------------------------------------------------------------
BankruptcyData.com reported that Wexford Spectrum Investors and
Debello Investors filed with the U.S. Bankruptcy Court objections
(i) to Adeptus Health's motion to retain DLA Piper (US) as special
counsel and (ii) the motion to limit notice and scheduling an order
on the valuation hearing and Disclosure Statement hearing. The
retention objection asserts, "Fundamentally, the DLA Application
should be summarily denied for lack of disclosure. Further, the DLA
Application does not disclose what services DLA will be providing
in this case or why Fulbright could not provide the same services
(and without the myriad of conflicts)." The Disclosure Statement
objection asserts, "The Cloaking Motion proposes that the Debtors
file their motion to determine the value of all their assets on May
23, 2017 (presumably disclosing their proposed value for the first
time on this date), and then have a hearing about three weeks later
on June 16. In the meantime, parties will be required to file any
valuation reports with the Court on June 2. This lightning fast
process is being proposed to value a group of companies with 140
debtors and numerous non-debtor JVs... Expecting any party (other
than the Debtors and Deerfield with their substantial pre-petition
advantage) to be prepared and present a reasonable valuation case
in this timeframe is absurd."
About Adeptus Health
Adeptus Health LLC -- http://www.adpt.com/-- 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.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debts as of Sept. 30, 2016. The
petitions were signed by Andrew Hinkelman, chief restructuring
officer.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel.committee in the case.
AHP HOME: Hires Mickler & Mickler as Attorney
---------------------------------------------
AHP Home Health Care, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ the
Law Offices of Mickler & Mickler, LLP, as attorney to the Debtor.
AHP Home requires Mickler & Mickler to represent the Debtor in the
Chapter 11 proceedings and perform all legal services for the
Debtor which may be necessary.
Mickler & Mickler will be paid at the hourly rates of $225-$300.
Mickler & Mickler will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bryan K. Mickler, member of the Law Offices of Mickler & Mickler,
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.
Mickler & Mickler can be reached at:
Bryan K. Mickler, Esq.
LAW OFFICES OF MICKLER & MICKLER, LLP
5452 Arlington Expressway
Jacksonville, FL 322211
Tel: (904) 725-0822
Fax: (904) 725-0855
About AHP Home Health Care, Inc.
Headquartered in Jacksonville, Florida, AHP Home Health Care, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 17-01644) on May 5, 2017, listing under $1 million in both
assets and liabilities. Judge Paul M. Glenn presides over the case.
Bryan K. Mickler, Esq., serves as the Debtor's bankruptcy counsel.
ALGODON WINES: Incurs $1.81 Million Net Loss for First Quarter
--------------------------------------------------------------
Algodon Wines & Luxury Development Group, Inc., filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to common stockholders of
$1.81 million on $618,537 of sales for the three months ended March
31, 2017, compared to a net loss attributable to common
stockholders of $1.99 million on $391,898 of sales for the three
months ended March 31, 2016.
As of March 31, 2017, Algodon had $7.45 million in total assets,
$4.80 million in total liabilities, $1.55 million in series B
convertible redeemable preferred stock and $1.09 million in total
stockholders' equity.
The Company incurred losses from continuing operations of
$1,704,342 and $1,722,303 during the three months ended March 31,
2017 and 2016, respectively, and has an accumulated deficit of
$69,442,454 at March 31, 2017. Cash used in operating activities
was $2,060,414 and $1,809,883 for the three months ended March 31,
2017 and 2016, respectively. The Company said the aforementioned
factors raise substantial doubt about its ability to continue as a
going concern.
"The Company needs to raise additional capital in order to expand
its business objectives. The Company funded its operations for the
three months ended March 31, 2017 and 2016 primarily through
private placement offerings of $1,585,500 (net of offering costs of
$4,500) and $2,851,610, respectively... If the Company is not able
to obtain additional sources of capital, it may not have sufficient
funds to continue to operate the business for the next twelve
months. Historically, the Company has been successful in raising
funds to support its capital needs. Management believes that it
will be successful in obtaining additional financing; however, no
assurance can be provided that the Company will be able to do so.
There is no assurance that these funds will be sufficient to enable
the Company to attain profitable operations or continue as a going
concern. To the extent that the Company is unsuccessful, the
Company may need to curtail its operations and implement a plan to
extend payables and reduce overhead until sufficient additional
capital is raised to support further operations. There can be no
assurance that such a plan will be successful. Such a plan could
have a material adverse effect on the Company's business, financial
condition and results of operations, and ultimately the Company
could be forced to discontinue its operations, liquidate and/or
seek reorganization in bankruptcy. These condensed consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/8QHvAP
About Algodon Wines
New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property. This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.
Algodon Wines reported a net loss of $10.04 million on $1.52
million of sales for the year ended Dec. 31, 2016, compared to a
net loss of $8.27 million on $1.86 million of sales for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Algodon Wines had $6.94
million in total assets, $4.52 million in total liabilities and
$2.42 million in total stockholders' equity.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
ALLDIGITAL HOLDINGS: Moglia to Auction Assets on May 30
-------------------------------------------------------
Moglia Advisors will hold a public auction on May 30, 2017, for all
assets of AllDigital Holdings Inc.
Brevity LLC, the secured party, has made an initial credit bid of
$4 million. Minimum bids from qualified bidders must be at least
$5,000 in excess of $4 million, in $5,000 increments thereafter.
The auction will be held at 9:00 a.m. (Chicago Time), at the
offices of Thompson Coburn LLP, 55 E. Monroe, 37th Fl., Chicago,
Illinois.
To qualify as a bidder, and for more information, contact:
Alex Moglia
Moglia Advisors
1325 Remington Road, Suite H
Schaumburg, IL 60173
Tel: 847-884-8282
Fax 847-884-1188
Email: amoglia@mogliaadvisors.com
info@mogliaadvisors.com
Secured party can be reached at:
Brevity LLC
c/o Francis X. Buckley, Esq.
Thompson Coburn LLP
55 E. Monroe Street, 37th Floor
Chicago, IL 60603
Tel: 312-580-2210
Email: fxbuckleyjr@thompsoncoburn.com
AllDigital Holdings, Inc., provides digital broadcasting solutions
to develop, operate, and support complex digital service and
digital broadcasting workflow implementations across various
devices. It offers AllDigital Cloud, a unified digital
broadcasting and cloud services platform for ingesting, storing,
preparing, securing, managing, monetizing, converting, and
distributing digital media and other forms of data across various
devices. The company also provides mobile, desktop, and connected
television advanced app frameworks; integration services; and
technical support and app maintenance services. AllDigital
Holdings, Inc. primarily serves media and entertainment companies;
enterprises; educational institutions; interactive gaming
companies; government/non-profit organizations; faith-based
organizations; and hardware manufacturers and software providers.
The company was founded in 2009 and is headquartered in Irvine,
California.
ALTADENA LINCOLN: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Altadena Lincoln Crossing LLC
a Delaware limited liability company
210 S Orange Grove Blvd
Pasadena, CA 91105
Case No.: 17-14276
About the Debtor: The Debtor is an affiliate of BGM Pasadena, LLC
which sought bankruptcy protection on Nov. 20,
2015 (Bankr. C.D. Cal. Case No. 15-27833).
Chapter 11 Petition Date: April 7, 2017
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Julia W. Brand
Debtor's Counsel: James A Tiemstra, Esq.
TIEMSTRA LAW GROUP PC
1111 Broadway Ste 1501
Oakland, CA 94607-4036
Tel: 510-987-8000
Fax: (510) 987-7219
E-mail: jat@tiemlaw.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Greg Galletly, manager.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb17-14276.pdf
Debtor's List of 19 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Los Angeles County Tax Collector Taxes $66,311
Francisco Hernandez Vendor Services $19,021
Camilo Hernandez Vendor Services $13,838
Franchise Tax Board Taxes $13,408
Dorn Platz Management Management $9,207
Services
Barlow & Company Professional $6,000
Services
Farmers Insurance Insurance $4,955
Los Angeles County County Fees $4,564
Department of Public Works
Athens Services Vendor Services $1,240
Hedrick Fire Inspection Vendor Services $1,050
Kone Elevator Vendor Services $590
ATT Utilities $516
Southern California Edison Utilities $503
Division of Corporations LLC Fees $300
CT Corporation LLC Fees $299
Western Exterminator Vendor Services $242
PyroComm Systems Vendor Services $135
The Gas Company Utilities $107
Schock & Schock, ALC Legal $139,430
ALTOMARE AUTO: Exclusive Plan Filing Period Extended Until Aug. 21
------------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey extended the periods within which Altomare
Auto Group, LLC, d/b/a Union Volkswagen, and Altomare 22 Union,
LLC, have the exclusive right to file a Plan of Reorganization and
obtain confirmation of the Plan, through and including August 21,
2017 and October 22, 2017, respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought exclusivity extension, telling the Court that they
had spent the bulk of their time in Chapter 11 in negotiating cash
collateral arrangements with secured creditors, and negotiating and
ultimately obtaining approval for a sale of substantially all of
the assets in this estate.
Altomare Auto Group owned and operated a Volkswagen Automobile
Dealership, pursuant to, among others, a Dealer Sales and Service
Agreement with Volkswagen of America, which authorizes Altomare
Auto Group to sell new Volkswagen vehicles and perform authorized
warranty and service work on Volkswagen automobiles. The New Car
Showroom and Used Car Showroom were owned by Altomare 22 Union.
The Debtors recounted that the Court had entered an order,
authorizing the sale of substantially all of the Debtors assets
free and clear of liens, claims, encumbrances and interests.
Excluded from the sale were potential causes of action and general
intangibles, including, but not limited to, the cause of action
pending in Union County, as well as any funds which will be flowing
to Altomare Auto Group as a result of a recent settlement between
Volkswagen of America and its dealers.
Therefore, additional time is necessary for the Debtors to
formulate a Plan of Reorganization, now that there is more
certainty as to the prospects of, and timing for, distribution to
creditors in this case.
The Debtors asserted that additional time was needed in order to
advise creditors as to the proposed distribution of the portion of
settlement proceeds anticipated to be received by the estate from
settlement of the Volkswagen of America litigation.
In addition, the Debtors asserted that there needs to be a
determination as to the allocation to each individual dealer such
as the Debtor from the settlement proceeds derived from that
litigation. The Debtors also asserted that once that is learned,
they will be able to inform creditors as to what portion of the
settlement proceeds will be received by the estate, which will then
be made available for distribution. However, as of this time, that
information has not yet been made available to the Debtor.
About Altomare Auto Group, LLC
Altomare Auto Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 16-22376) on June 27,
2016. On June 30, 2016, Altomare 22 Union, LLC filed a Chapter 11
petition (Bankr. D. N.J. Case No. 16-22628). The petitions were
signed by Anthony Altomare, managing member. The cases are jointly
administered and are assigned to Judge John K. Sherwood.
At the time of the filing, Altomare Auto disclosed $9.04 million in
assets and $12.78 million in liabilities. Meanwhile, Altomare 22
disclosed $256,877 in assets and $6.24 million in liabilities.
The Debtors are represented by Daniel Stolz, Esq., at Wasserman,
Jurista & Stolz, P.C. The Debtors retained Arent Fox LLP as
special automotive counsel; BMC Group, Inc. as its noticing and
balloting agent; D.T. Murphy & Company as automotive consultants;
and WithumSmith & Brown as accountant.
No official committee of unsecured creditors has been appointed in
the case.
AMERICAN APPAREL: Standard Says Travelers Must Pay Defense Costs
----------------------------------------------------------------
Standard General LP is asking to be repaid by Travelers Indemnity
Co. for its defense costs in the defamation lawsuit filed by
American Apparel founder Dov Charney, Ryan Boysen, writing for
Bankruptcy Law360, reports.
According to Law360, Standard General urged the New York federal
court to declare that Travelers Indemnity must pay its defense
costs. The report says that Mr. Charney was was recently defeated
in a California appeals court.
Travelers Indemnity's tried to evade coverage by arguing that the
lawsuit didn't allege advertising injury or that it's barred under
an employment practices exclusion, Law360 states, citing Standard
General. According to the report, Standard General said that
Travelers Indemnity's attempt have been debunked.
About American Apparel
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter 11
protection in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016. Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.
American Apparel LLC, nka APP Windown, LLC, along with five of
its affiliates, again sought bankruptcy protection (Bankr. D. Del.
Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC as financial advisors; Houlihan Lokey as investment banker;
and Prime Clerk LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
In early 2017, the Debtors succeeded in selling their intellectual
property and certain of their wholesale assets to Gildan Activewear
SRL for approximately $100 million. The Court approved the sale on
Jan. 12, 2017, and the Sale closed on Feb. 8, 2017.
On Feb. 9, 2017, in accordance with the closing of the sale and the
sale court order, the Debtors filed appropriate documentation to
change their names:
New Name Former Name
APP Winddown, LLC American Apparel, LLC
APP USA Winddown, LLC American Apparel (USA), LLC
APP Retail Winddown, Inc. American Apparel Retail, Inc.
APP D&F Winddown, Inc. American Apparel Dyeing &
Finishing, Inc.
APP Knitting Winddown, LLC KCL Knitting, LLC
APP Shipping Winddown, Inc. Fresh Air Freight, Inc.
ANGELICA CORP: Taps Grant Thornton as Auditor & Tax Advisor
-----------------------------------------------------------
Angelica Corporation seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Grant Thornton LLP as
auditor and tax advisor.
The firm will provide these services in connection with the Chapter
11 cases of the company and its affiliates:
* Audit Services
(a) audit the consolidated balance sheet of Clothesline
Holdings, Inc. and Angelica as of January 28, 2017, and
the related documents;
(b) communicate to the Debtors' audit committee significant
deficiencies and material weaknesses in internal
control; and
(c) provide advice, research materials, and recommendations
in connection with bookkeeping services.
* Tax Consulting Services
(a) analyze issues such as debt and asset sale, and prepare
the Debtors' corporate income tax filings for the final
stub period;
* Tax Provision Preparation Services
(a) assist management in the preparation of income tax
accounting and reporting matters in accordance with
Generally Accepted Accounting Principles in the U.S. as
of January 28, 2017 and for the year then ended;
(b) assist the Debtors in the computation of book-to-tax
differences;
(c) reconcile any differences between the prior year's tax
provision and the prior year's federal tax return to
identify any "true-ups" in prior year book-to-tax
differences;
(d) preliminarily calculate a current income tax liability
or asset for the estimated income taxes payable or
refundable at the end of the reporting year;
(e) preliminarily calculate deferred income tax liabilities
and assets for the estimated future income tax effects
attributable to temporary differences and carryforwards
existing at the end of the reporting year;
(f) assist management in documenting the sources of future
taxable income necessary to evaluate future realization
of the deferred tax asset;
(g) assist management with uncertain tax position reporting;
(h) assist management to preliminarily calculate income tax
expense for the reporting year;
(i) prepare journal entries, as may be necessary, to conform
the Debtors' books and records to the preceding,
preliminary calculations for management's review or
approval;
(j) assist management to draft the income tax footnotes to
the financial statements for the reporting year based on
the preceding, preliminary calculations;
(k) discuss, if approved by management and as necessary in
the circumstances, services with Grant Thornton's
independent audit team;
* Tax Compliance Services
(a) for the taxable year ended January 28, 2017 and the
subsequent final stub period:
(i) assist in preparing federal and state tax returns;
(ii) assist in preparing federal and state extension
calculations and applicable forms; and
(iii) provide general tax consulting services, upon
request, consisting of routine time-to-time tax
consulting for assignments individually that do not
exceed $10,000 in fees.
The firm will receive an estimated fee of 375,000 for the audit
services; and $64,600 for the tax provision preparation services.
For the tax compliance services, Grant Thornton will receive
$99,700 for the year ending January 28, 2017 and another $99,700
for the subsequent final stub period.
Meanwhile, fees for the tax consulting services are based on 75% of
these standard hourly rates:
Standard 75% of Standard
Hourly Rates Hourly Rates
------------ ---------------
Managing Director $860 $645
Partner $790 $593
Senior Manager $690 $518
Manager $525 $394
Senior Associate $410 $308
Associate $325 $244
Vikram Das, a partner at Grant Thornton, 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:
Vikram Das
Grant Thornton LLP
757 Third Avenue, 9th Floor
New York, NY 10017
About Angelica Corp.
Headquartered in Alpharetta, Georgia, Angelica Corp. is a national
provider of medical laundry and linen management services,
supplying approximately 3,800 healthcare providers in 25 states,
including approximately 850 hospitals, 350 long-term care
facilities, and 2,600 outpatient medical practices. Angelica
provides its laundry and linen management services through a
network of over 30 laundry plants and depots located across the
nation and a fleet of over 220 delivery vehicles. It currently
employs approximately 3,900 employees, roughly 69% of whom are
unionized.
Angelica Corp., formerly known as Angelica, Angelica Healthcare,
and Angelica Image Apparel, and four of its affiliates sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10870) on
April 3, 2017. The petitions were signed by John Makuch, interim
chief financial officer.
Angelica disclosed assets at $208 million and liabilities at $216.8
million as of Dec. 24, 2016.
The cases are assigned to Judge James L. Garrity Jr. Jill
Frizzley, Esq., Kevin Bostel, Esq., and Matthew S. Barr, Esq., at
Weil, Gotshal & Magnes LLP, serve as the Debtors' bankruptcy
counsel. The Debtors hired Alvarez & Marsal North America LLC, and
the firm's managing director as chief financial officer.
On April 12, 2017, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. No trustee or examiner has been
appointed.
AOXING PHARMACEUTICAL: Posts $143K Net Income for Third Quarter
---------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $143,407 on $5.70 million of sales for the three
months ended March 31, 2017, compared to net income of $670,376 on
$6.56 million of sales for the three months ended March 31, 2016.
For the nine months ended March 31, 2017, Aoxing reported net
income of $502,205 on $21.28 million of sales compared to net
income of $4.20 million on $23.50 million of sales for the same
period during the prior year.
As of March 31, 2017, Aoxing had $62.46 million in total assets,
$44.38 million in total liabilities and $18.08 million in total
equity.
The Company's cash balance as of March 31, 2017, was $7,080,460,
compared to $6,912,100 as of June 30, 2016. Cash used for
operating activities was $2,794,428 during the nine month period
ended March 31, 2017, as compared to $1,965,846 cash used in
operations during the nine month period ended March 31, 2016. Cash
flow from operation was impacted by increases in accounts
receivable $7,628,847 and prepaid expenses and other current assets
$5,073,660, offset partially by higher accrued expenses and other
current liabilities and accounts payable. During this reporting
period, the Company did not make any major investment.
During the nine month period ended March 31, 2017, the Company had
net short-term borrowing of $3,183,152, whereas during the nine
month period ended March 31, 2016, the Company completed a public
offering of stock and warrants for net proceeds of $2,739,000 and
borrowed $1,348,510 from related parties, a portion of which the
Company used to satisfy $820,051 in bank loans and short-term
debt.
The Company's working capital deficit on March 31, 2017, was
$9,167,630, compared to $10,948,767 as of June 30, 2016. The
improvement resulted primarily from a $7,628,847 increase in
accounts receivable, although the effect of that increase on its
balance sheets was partially offset by the $3,080,174 bad debt
expense that the Company recorded in the nine months ended March
31, 2017. The increase in accounts receivable reflects the
conversion of the Company's marketing program from a distributor
network to direct sales to hospitals, since accounts receivable
from hospitals typically take longer to collect than those from
distributors.
"The Company's negative working capital is primarily due to our
accumulated deficit, which we have been partially funded by taking
short-term bank loans," according to the report. "The Company is
able to operate with negative net working capital because of loans
from banks and related parties that are rolled-over or refinanced
as needed. The Company believes future positive operating cash
flows, continued support from related parties, and the ability to
continue to roll over short-term debt, taken together, provide
adequate resources to fund ongoing operations in the foreseeable
future. The Company may also seek equity financing to replace both
short-term and long-term debts. The Company believes that the
market demand for its main product will recover in the near term
and the sales from several new products in future years will
produce substantial positive cash flow.
"Management of the Company believes that the Company's large
negative working capital will continue to improve going forward.
Management expects the improvement to come from improved operating
results, by extending short term into longer term loans, and by
selling equity and converting debt to equity. Management
anticipates that these improvements will enable the Company to
reduce current high interest expenses and fund on-going operations.
The management of the Company will continue to address this
situation in order for the Company to achieve a sound financial
position going forward."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/f3s0Fe
About Aoxing
Foster City, California-based Aoxing Pharmaceutical Company, Inc.,
has one operating subsidiary, Hebei Aoxing Pharmaceutical Co.,
Inc., which is organized under the laws of the People's Republic of
China. Since 2002, Hebei Aoxing has been engaged in developing
narcotics and pain management products. In 2008 Hebei Aoxing
supplemented its product lines by acquiring Shijiazhuang Lerentang
Pharmaceutical Company, Ltd., a specialty pharmaceutical company
focusing on herbal pain related therapeutics. The Company owns 95%
of the equity in Hebei Aoxing.
Aoxing reported net income of $2.24 million for the year ended June
30, 2016, compared to net income of $5.81 million for the year
ended June 30, 2015.
BDO China Shu Lun Pan Certified Public Accountants LLP, in
Shanghai, People's Republic of China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company accumulated a large
deficit and a working capital deficit that raise substantial doubt
about its ability to continue as a going concern.
AP GAMING: S&P Assigns 'B+' Rating on Proposed $480MM Facility
--------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to Las Vegas-based gaming equipment manufacturer AP
Gaming Holdings LLC's proposed $480 million senior secured credit
facility, consisting of a $450 million term loan B due 2024 and a
$30 million revolver due 2022. AP Gaming's subsidiary, AP Gaming I
LLC, will issue the credit facility. The '2' recovery rating
reflects S&P's expectation for substantial (70%-90%; rounded
estimate: 70%) recovery for lenders in the event of a payment
default. AP Gaming plans to use proceeds from the proposed term
loan to refinance its $420 million term loan due 2020 ($410 million
outstanding as of March 31, 2017), to repay seller notes, to add
cash to the balance sheet, and to fund transaction fees and
expenses. S&P intends to withdraw its issue-level and recovery
ratings on the company's existing credit facility once it is fully
repaid.
S&P expects the transaction will reduce AP Gaming's interest
expense because S&P believes the interest rate on the new term loan
will be lower, resulting in improved forecasted total interest
coverage (to the high-1x area from the mid-1x area) and modestly
higher cash flow generation, particularly in 2018 given a full-year
impact of lower interest expense. Nevertheless, S&P's 'B'
corporate credit rating and negative rating outlook are unchanged
because S&P continues to expect a temporary increase in liquidity
risk in 2017 largely from growth-related capital spending that will
result in minimal free operating cash flow (FOCF) this year but
translate into good EBITDA growth in 2018.
Because FOCF will be minimal in 2017, S&P believes AP Gaming may
need to rely on excess cash balances and/or revolver availability
to support interim cash needs. An inability to internally fund
cash needs can raise liquidity risk in a scenario where EBITDA
growth slows because returns on growth investments are not realized
as quickly as expected or are lower than expected.
S&P could lower the ratings if AP Gaming begins to deplete its
liquidity sources because 2017 EBITDA growth is lower than S&P is
forecasting or because the company increases capital spending above
S&P's current expectations, or if S&P no longer expects EBITDA
growth in 2018 to support a return to positive FOCF, particularly
if the company makes investments in 2017 related to new markets.
S&P would also consider lower ratings if EBITDA coverage of cash
interest expense falls below the mid-1x area, which S&P is
currently not forecasting. S&P could revise the outlook to stable
once it believes AP Gaming will generate at least modestly positive
FOCF and S&P no longer expects the company may need to rely on its
excess cash and revolver availability to fund fixed charges,
including growth investments.
RECOVERY ANALYSIS
Key Analytical Factors
S&P's simulated default scenario contemplates a default in 2020
reflecting a significant decline in cash flow from the loss of
market share to either an existing incumbent operator or a new
competitor that offers better technology or more desirable games; a
significant and prolonged contraction in consumer spending; and/or
a significant slowdown in new market opportunities, coupled with
one of the other factors. S&P assumes a reorganization following
the default, using an emergence EBITDA multiple of 5.5x to value
the company, and S&P assumes the revolving credit facility is 85%
drawn at the time of default.
Simulated Default Assumptions
-- Emergence EBITDA: $63 million
-- EBITDA multiple: 5.5x
-- Gross recovery value: $348 million
-- Net recovery value after administrative expenses (5%):
$331 million
-- Obligor/nonobligor valuation split: 100%/0%
-- Value available for senior secured claims: $331 million
-- Total senior secured claims: $471 million
-- Recovery expectation: 70%-90% (rounded estimate: 70%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
AP Gaming Holdings LLC
Corporate Credit Rating B/Negative/--
New Rating
AP Gaming I LLC
$450 mil. term loan B due 2024
Senior Secured B+
Recovery Rating 2 (70%)
$30 mil. revolver due 2022
Senior Secured B+
Recovery Rating 2 (70%)
AP XPRESS: Discloses Hourly Rates for Gilman & Edwards Attorneys
----------------------------------------------------------------
AP Xpress Bus Company, Inc. disclosed in a filing with the U.S.
Bankruptcy Court for the District of Maryland the hourly fees of
Gilman & Edwards LLC's professionals who will be providing legal
services to the company.
In its amended application, AP Xpress disclosed that Richard
Gilman, Esq., and Kasey Edwards, Esq., will charge the company $400
per hour and $325 per hour, respectively. Meanwhile, the firm will
charge an hourly fee of $95 for paralegal and administrative
services.
AP Xpress also disclosed that as of May 11, $12,783 of the $17,000
initial retainer it paid to Gilman is held in a trust account for
the benefit of the company. The rest was used to pay the filing
fee and the professional fees for pre-bankruptcy services provided
by the firm.
About AP Xpress Bus Company
AP Xpress Bus Company, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Case No. 17-14756) on April 5,
2017. The petition was signed by Arthur Peterson, owner.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
The Debtor hired Gilman & Edwards, LLC, as bankruptcy counsel, and
Carla M. Dupree, CPA, as accountant.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
APR TRUCKING: Hires Gamberg & Abrams as Counsel
-----------------------------------------------
APR Trucking, Inc., et. al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Gamberg & Abrams, as counsel to the Debtor.
APR Trucking requires Gamberg & Abrams to:
a. advise the Debtors with respect to its powers and duties
as the Debtor and debtor-in-possession in the continued
management and operation of its business and properties;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of the cases, including all of the
legal and administrative requirements of operating in
Chapter 11;
c. advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases
and executory contracts;
d. provide advice to the Debtor with respect to legal issues
arising in or relating to the Debtor's ordinary course of
business;
e. take all necessary action to protect and preserve the
Debtor's estates, including the prosecution of actions on
its behalf, the defense of any actions commenced against
the estates, negotiations concerning all litigation in
which the Debtor may be involved and objections to claims
filed against the estate;
f. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the
administration of the estates;
g. negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement and all related
agreements and documents, and take any necessary action on
behalf of the Debtor to obtain confirmation of such plan;
h. attend meetings with third parties and participate in
negotiations with respect to the above matters;
i. appear before the Bankruptcy Court, any appellate courts,
and the U.S. Trustee, and protect the interests of the
Debtor's estates before such courts and the U.S. Trustee;
and
j. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with the Chapter 11 cases.
Gamberg & Abrams will be paid at the hourly rate of $350 to $450.
On May 5, 2017, Gamberg & Abrams was engaged by the Debtor and was
paid the amount of $4,415 for pre-petition services, and $1,717
filing fee.
On May 4, 2017, Gamberg & Abrams was engaged by the Debtor Midnight
Xpress, Inc., and was paid the amount of $20,000 which has been
utilized in part to compensate Gamberg & Abrams for pre-petition
services, and costs for such Debtor in the amount of $5,265,
including the filing fee of $1,717. There is a remainder of $12,568
in retainer funds after application of the amount paid for
pre-petition services and the filing fee.
On May 5, 2017, Gamberg & Abrams was retained by ALN Transport,
Inc, AGR Xpress, Inc., E&G Logistic Services, Inc., Pechadi
Transport, Inc., a related entities. Gamberg & Abrams received a
total of $15,000 as retainer, inclusive of $1,717 filing fee for
each entity. The remaining amount of $6,415 was paid for the
pre-petition services of the related entities.
Gamberg & Abrams will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas L. Abrams, partner of Gamberg & Abrams, 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.
Gamberg & Abrams can be reached at:
Thomas L. Abrams, Esq.
GAMBERG & ABRAMS
1776 North Pine Island Road, Suite 215
Fort Lauderdale, FL 33322
Tel: (954) 523-0900
Fax: (954) 915-9016
E-mail: tabrams@tabramslaw.com
About APR Trucking, Inc.
APR Trucking, Inc., and its affiliates filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 17-15736) on May 5,
2017, disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Thomas L. Abrams, at Gamberg & Abrams.
ARUBA INVESTMENTS: S&P Lowers CCR to 'B-' Amid Weak Performance
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit ratings on Aruba
Investments Inc. to 'B-' from 'B'. The outlook is stable.
At the same time, S&P lowered its issue-level ratings on the
company's secured debt to 'B' from 'B+' while recovery ratings
remain '2'. The '2' recovery rating indicates S&P's expectation
for substantial (70% to 90%; rounded estimate: 70%) recovery in the
event of a payment default. S&P also lowered its issue-level
ratings on the company's unsecured debt to 'CCC+' from 'B-' while
recovery ratings remain '5'. The '5' recovery rating indicates
S&P's expectation for modest (10% to 30%; rounded estimate: 20%)
recovery in the event of a payment default.
"The downgrade follows Aruba Investments' weaker-than-expected
operating performance over 2016 and first-quarter 2017 coupled with
additional adjusted debt," said S&P Global Ratings credit analyst
Mark Tarnecki.
This weakness was caused by higher-than-forecasted stand-alone
expenses and decreased revenue from segments related to oil and
gas. Earnings weakness is a result of EBITDA margins not expanding
as much as anticipated due primarily to selling, general, and
administrative (SG&A) which was materially higher than forecasted.
S&P now expects Aruba Investments' 2017 adjusted debt to EBITDA to
be higher than 7x resulting in credit measures that are no longer
appropriate at S&P's pervious 'B' corporate credit rating.
The stable outlook reflects S&P's view that Aruba Investments will
maintain credit measures appropriate for the 'B-' corporate credit
rating, specifically with adjusted debt to EBITDA in the range of
7x to 8x over the next 12 months. At S&P's current rating, it do
not envisage a significant reduction in debt over the next 12
months.
S&P could lower the ratings over the next 12 months if operating
challenges result in negative free cash flow or debt leverage
approaches 10x, with no prospect of near-term improvement. For
example, a 5% reduction in EBITDA margins could result in leverage
approaching 10x. S&P could also lower ratings if the company
liquidity position deteriorates so that sources over uses are less
than 1.2x or covenant headroom is materially under 15%. Either
scenario could be the result of end market demand being
significantly reduced from S&P's base-case levels. Additionally,
there could be the threat of new market entrants that aggressively
compete in its niche market.
An upgrade over the next 12 months could be warranted if the
company significantly reduces leverage through debt repayment to be
below 6x adjusted debt to EBITDA on a sustained basis. Stronger
leverage metrics would likely be the result of a focus on repayment
of debt through cash generation. For example, a 5% improvement in
EBITDA margin and 4% increase in revenue from S&P's base case could
result in leverage of approximately 6x in 2017.
ASCENA RETAIL: 2017 Earnings Guidance No Impact on Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that Ascena Retail Group, Inc. (Ba3
stable) downward revision of its Q3 and full fiscal year 2017 sales
and earnings guidance is a credit negative but has no immediate
impact on its ratings, including the Ba3 Corporate Family Rating
and outlook.
Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc.
operates approximately 4,900 women's specialty retail stores
throughout the United States, Canada and Puerto Rico under the
brands Justice, Lane Bryant, maurices, dressbarn, Catherines, Ann
Taylor, LOFT and Lou & Grey. Revenue for the twelve months ended
January 28, 2017 was $6.9 billion.
AVATAR PACKAGING: Plan Outline Okayed, Plan Hearing on June 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
rescheduled the hearing on confirmation of Avatar Packaging, Inc.'s
Chapter 11 plan of reorganization from June 8 to June 15.
The hearing will be held at 11:00 a.m., at Courtroom 9B, U.S.
Bankruptcy Court, 801 North Florida Avenue, Tampa, Florida.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 9.
Creditors are required to cast their votes accepting or rejecting
the plan no later than eight days before the June 15 hearing.
Objections must be filed no later than seven days before the
hearing.
About Avatar Packaging
Avatar Packaging, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08094) on Sept. 20,
2016. The petition was signed by Vance D. Fairbanks, Jr., chief
executive officer. At the time of the filing, the Debtor disclosed
$1.79 million in assets and $1.85 million in liabilities.
The case is assigned to Judge K. Rodney May. The Debtor is
represented by Samantha L. Dammer, Esq., at Tampa Law Advocates,
P.A.
The Office of the U.S. Trustee on Oct. 19 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Avatar Packaging, Inc.
On January 24, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.
BANKUNITED FINANCIAL: Dodges Former Executives' Settlement Coverage
-------------------------------------------------------------------
Jeff Sistrunk, writing for Bankruptcy Law360, reports that the
Eleventh Circuit has upheld a Florida federal judge's ruling that
U.S. Specialty Insurance Co. doesn't have to cover two former
BankUnited Financial Corp. executives' $15 million settlement of
claims brought by Clifford Zucker, the Bank's bankruptcy plan
administrator, over alleged fraudulent transfers.
About BankUnited Financial
BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge. The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.
BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009. Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel. Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.
The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009. The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts. Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.
Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues. BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million. U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.
The Fourth Amended Joint Plan of Liquidation proposed by the
Official Committee of Unsecured Creditors of BankUnited Financial
became effective on March 9, 2012.
BASS PRO: Bank Debt Trades at 2% Off
------------------------------------
Participations in a syndicated loan under Bass Pro Group LLC is a
borrower traded in the secondary market at 97.67
cents-on-the-dollar during the week ended Friday, May 12, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.23 percentage points from the
previous week. Bass Pro pays 350 basis points above LIBOR to
borrow under the $2.97 billion facility. The bank loan matures on
Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's
B+ rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 12.
BELK INC: Bank Debt Trades at 12% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc is a borrower
traded in the secondary market at 87.60 cents-on-the-dollar during
the week ended Friday, May 12, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents a decrease of
0.61 percentage points from the previous week. BELK, Inc pays 450
basis points above LIBOR to borrow under the $1.5 billion facility.
The bank loan matures on Nov. 19, 2022 and carries Moody's B2
rating and Standard & Poor's B rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended May
12.
BERRIOS AUTO: Taps C. Conde & Assoc. as Legal Counsel
-----------------------------------------------------
Berrios Auto Gallery Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire C. Conde & Assoc. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and negotiate with creditors regarding a plan of
reorganization or the liquidation of its assets.
The firm charges an hourly fee of $275 for its associates, $250 for
junior attorneys, and $150 for accounting analysts and paralegal or
in-house special clerical services. Carmen Conde Torres, Esq.,
the attorney designated to represent the Debtor, will charge $300
per hour.
A retainer of $25,000 was paid by the Debtor's principal Roberto
Berrios.
Ms. Torres disclosed in a court filing that she is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Carmen D. Conde Torres, Esq.
C. Conde & Assoc.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
Email: notices@condelaw.com
Email: condecarmen@condelaw.com
About Berrios Auto Gallery Inc.
Berrios Auto Gallery Inc., a dealer of used cars based in Caguas,
Puerto Rico, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 17-03273) on May 9, 2017. The
petition was signed by Roberto Berrios, president.
At the time of the filing, the Debtor estimated its assets and
debts at $10 million to $50 million.
BIOLARGO INC: Delays Form 10-Q Due to Unforeseeable Circumstances
-----------------------------------------------------------------
Due to unforeseeable circumstances causing delays in the
preparation and review of its financial statements for the three
months ended March 31, 2017, BioLargo, Inc., was unable to file its
quarterly report on Form 10-Q within the prescribed time period
without unreasonable effort or expense. The Company requests an
extension and expects to file the Quarterly Report on Form 10-Q for
the three months ended March 31, 2017, within the applicable
extension period.
The following is an explanation of the anticipated changes in the
Company's results of operations from the corresponding three-month
period ended March 31, 2016.
The Company's revenue from product sales increased to $46,017 for
the three months ended March 31, 2017, compared with $13,942 for
the three months ended March 31, 2016. The increase is due to an
increase in the volume of sales of its CupriDyne Clean Industrial
Odor Control product to landfills and waste processing operations,
and of its Specimen Transport Solidifier pouches to the U.S.
military.
Approximately one-third of the Company's product sales were to the
US military, primarily through its distributor Downeast Logistics.
The vast majority of these sales are made through a bid process in
response to a request for bids to which any qualified vendor can
respond. The Company cannot know in advance the frequency or size
of those requests, or whether its bids will be successful and as
such the Company is uncertain as to whether its revenue for these
products in any quarterly period in 2017, or 2017 in the aggregate,
will be less than, equal to, or more than that in 2016. With
respect to the Company's CupriDyne Clean Industrial Odor Control
product, the Company does not have a long enough sales history to
identify trends or uncertainties related to that product, although
it appears generally odors are less noticeable at waste processing
facilities in colder climates and thus there appears to be less of
a demand for odor control products in winter months.
Net loss increased $415,686 (25%), a loss of $0.02 per share, for
the three months ended March 31, 2017, as compared to the same
period in 2016. The net loss increased mainly due to the increased
interest expense and to increased compensation expense offset
somewhat by the gain from the change in the value of the derivative
liability. The net loss per share did not change as the increase
in net loss was offset by the increase in common shares
outstanding. The Company does not expect to generate revenues in
amount significant enough for us to generate a profit in the
foreseeable future.
"We have been, and anticipate that we will continue to be, limited
in terms of our capital resources. As reflected in the
accompanying financial statements, we had a net loss of $2,060,076
for the three months ended March 31, 2017, and an accumulated
stockholders' deficit of $93,912,246 as of March 31, 2017. Our
total cash balance was $1,175,525 at March 31, 2017, a decrease of
$734,628 since December 31, 2016. We had revenues of only $46,017
during the period. Our working capital at March 31, 2017 was
$713,172. The short-term demands on our liquidity consist of our
obligations to pay our 19 employees, multiple consultants, and for
other ongoing operational obligations, including research and
development activities in Canada and in our medical subsidiary. In
the past, because we had limited capital available, we have paid
only a portion of these obligations in cash, and the remainder by
the issuance of common stock or options pursuant to the accounts
payable conversion plan approved by our board of directors."
As of March 31, 2017, the Company had $5,760,668 in principal
amounts due on various debt obligations. Of that amount,
$4,680,097 is due on notes convertible into shares of the Company's
common stock at its option on their maturity dates on June 1, 2018,
$283,571 is convertible into shares of its common stock at its
option on their maturity dates on Sept. 17, 2019, $292,000 is
convertible into shares of its common stock at our option on their
maturity, and $280,000, maturing Dec. 30, 2017, is convertible by
the holder at any time. The Company also had $50,000 principal
amount outstanding due on a line of credit that is payable Dec. 1,
2017, and its subsidiary Clyra had $175,000 principal amount
outstanding due on a line of credit that is payable Jan. 1, 2019.
Interest continues to accrue on each. Additionally, the Company had
$236,699 of accounts payable and accrued expenses.
"We will be required to raise substantial additional capital to
continue our current level of operations, including without
limitation, hiring additional personnel, additional scientific and
third-party testing, costs associated with obtaining regulatory
approvals and filing additional patent applications to protect our
intellectual property, and possible strategic acquisitions or
alliances, as well as to meet our liabilities as they become due
for the next 12 months. We have been, and will continue to be,
required to financially support the operations our subsidiaries,
none of which are operating at a positive cash flow. Only one
subsidiary, Clyra, has financing in place to fund operations for
the remainder of the year.
"The foregoing factors raise substantial doubt about our ability to
continue as a going concern. Ultimately, our ability to continue
as a going concern is dependent upon our ability to attract
significant new sources of capital, attain a reasonable threshold
of operating efficiencies and achieve profitable operations by
licensing or otherwise commercializing products incorporating our
technologies. The accompanying consolidated financial statements
do not include any adjustments that might be necessary if we are
unable to continue as a going concern.
"We are continuing to explore numerous alternatives for our current
and longer-term financial requirements, including additional raises
of capital from investors in the form of convertible debt or
equity. There can be no assurance that we will be able to raise
any additional capital. No commitments are in place as of the date
of the filing of this report for any such additional financings.
"It is also unlikely that we will be able to qualify for bank or
other financial institutional debt financing until such time as our
operations are considerably more advanced and we are able to
demonstrate the financial strength to provide confidence for a
lender, which we do not currently believe is likely to occur for at
least the next 12 months or more.
"If we are unable to raise sufficient capital, we may be required
to curtail some of our operations, including efforts to develop,
test, market, evaluate and license our BioLargo technology. If we
were forced to curtail aspects of our operations, there could be a
material adverse impact on our financial condition and results of
operations."
A full-text copy of the Form 12b-25 is available for free at:
https://is.gd/wofIN8
BioLargo
BioLargo, Inc., is a provider of platform technologies. The
Company's products are used to eliminate contaminants that threaten
the water, health and quality of life. Its technology has
commercial applications within several industries. The Company
focuses on four areas: water treatment; industrial odor control
applications; commercial, household and personal care products
(CHAPP), and advanced wound care. Its AOS Filter combines iodine,
water filter materials and electrolysis within a water filter
device. It generates oxidation potential in order to oxidize and
breakdown or otherwise eliminate, soluble organic contaminant,
which are found in contaminated water.
Biolargo reported a net loss of $8.07 million on $281,106 of total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $5.07 million on $127,582 of total revenue for the year ended
Dec. 31, 2015. As of Dec. 31, 2016, Biolargo had $2.11 million in
total assets, $2.88 million in total liabilities, and a total
stockholders' deficit of $770,198.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has incurred
recurring losses, negative cash flows from operations and has
limited capital resources, and a net stockholders' deficit. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.
BIOSTAR PHARMACEUTICALS: Working to Complete March 31 Form 10-Q
---------------------------------------------------------------
Biostar Pharmaceuticals, Inc., said that its quarterly report on
Form 10-Q for the period ended ended March 31, 2017, cannot be
filed within the prescribed time period because the Company
requires additional time to finalize the Quarterly Report and the
financial statements. According to the Company, it has encountered
a delay in assembling the information in connection with the
financial statements for the quarter, and, therefore, was unable to
complete the Quarterly Report without unreasonable effort or
expense. The Company and independent accountants are working to
complete the Quarterly Report as expeditiously as possible and
expects that the Quarterly Report will be filed within the time
frame allowed by the extension.
About Biostar Pharmaceuticals
Based in Xianyang, China, Biostar Pharmaceuticals, Inc., develops,
manufactures and markets pharmaceutical and health supplement
products for a variety of
diseases and conditions.
For the year ended Dec. 31, 2016, the Company reported a net loss
of $5.69 million for the year ended Dec. 31, 2016, compared to a
net loss of $25.11 million for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Biostar had $42.50 million in total assets,
$5.62 million in total liabilities, all current, and $36.87 million
in total stockholders' equity.
Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016. Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission. In addition, the
Company already violated its financial covenants included in its
short-term bank loans. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
BLAIR GLADWIN: Selling 46-Acre Merced Property for $1 Million
-------------------------------------------------------------
Blair Harrison and Tonetta Laureen Simone Gladwin ask the U.S.
Bankruptcy Court for the Eastern District of California to
authorize the short sale of two parcels which total approximately
46 acres located in Merced County, California, for $1,000,000,
subject to overbid.
A hearing on the Motion is set for June 15, 2017 at 1:30 p.m.
The first parcel of the Property is approximately 20 acres ("Bron
Parcel") and is commonly known as 6753 E. Olive Avenue, Merced,
California. The second parcel is approximately 26 acres ("Home
Parcel") and is commonly known as 6493 E. Olive Avenue, Merced,
California. The Home Parcel is subject to parcel division from a
tract of land totaling 31 acres. The Debtors intend to retain five
acres (on which their principal residence sits) and rent out 3 of
those acres for additional agricultural use.
An offer has been made to purchase the Property for $1,000,000.
The Debtors and the Buyer entered into Vacant Land Purchase
Agreement and Joint Escrow Instructions.
Provided the Court approves the sale, the Debtors have agreed to
close escrow within 60 days of April 29, 2017.
The sale will not generate sufficient revenue to pay all lien
holders whose interest is secured in the Property.
These lien holders will be paid in full from escrow from the sale
of the Property, as their interests in the Property are secured by
either the Bron Parcel or the Home Parcel, or both:
a. Real property taxes to Merced County in the amount of
$25,679;
b. Anna Marie Brown in the amount of $106,988;
c. Farm Service Agency in the amount of $96,171;
d. Farm Service Agency in the amount of $188,546;
e. United States Department of Agriculture Rural Development, in
the amount of $355,833; and
f. The Employment Development Division, in the amount of
$86,457.
The IRS consents to be paid partially out of escrow from the sale
of the Property with the unpaid balance of its lien attaching to
the realty retained by the Debtors. Accordingly, the IRS consents
to the sale of the Property free and clear of its interests.
The Debtors also seek to pay brokers' commissions in the amount of
5% of the purchase price. In the event that there is more than one
broker associated with the buyer and seller regarding this sale,
the total brokers' commission will be equally divided between the
London Properties and the buyer's broker or by such other agreement
between them.
The Debtors believe that the proposed sale and overbid terms are
fair, reasonable, and will generate a sale of the Property that is
the best interests of the bankruptcy estate.
The salient terms of the overbid procedures are:
a. Deposit: $50,000
b. Initial Minimum overbid: $1,005,000
c. Bid Increments: $5,000
d. The sale of the Property is in "as-is" condition with no
warranty or representations, express, implied or otherwise.
e. Overbids may do so only by making an appearance at the sale
hearing or by attending the hearing telephonically.
f. Closing: Within 15 days of delivery of the Court's Order
approving the sale and execute a Purchase Agreement for the
Property.
The Debtors ask the Court to approve the (i) short sale of the
Property free and clear of the interests of the IRS; (ii) payment
of the brokers' commission in the amount of 5% of the total sale
price to be paid to London Properties, or split evenly between
London' Properties and buyer's broker, if there is a buyer's
broker; and (iii) payment to all costs, commissions, real property
taxes and secured liens directly from escrow as set forth.
Due to the limited time to close escrow, the Debtors ask the Court
to lift the 14-day stay on the sale, if approved, as permitted by
Fed. R. Bankr. P. 6004(h).
Counsel for Debtors:
FEAR WADDELL, P.C.
Peter L. Fear, Esq.
Gabriel J. Waddell, Esq.
Peter A. Sauer, Esq.
7650 North Palm Avenue, Suite 101
Fresno, CA 93711
Telephone: (559) 436-6575
Facsimile: (559) 436-6580
Blair Harrison Gladwin and Tonetta Laureen Simone Gladwin sought
Chapter 11 protection (Bankr. E.D. Cal. Case No. 16-13271) on Sept.
6, 2016. The Debtors tapped Thomas H. Armstrong, Esq., as counsel.
BLANKENSHIP FARMS: Trustee Taps Alexander Auction as Auctioneer
---------------------------------------------------------------
The Chapter 11 trustee for Blankenship Farms, LP seeks approval
from the U.S. Bankruptcy Court for the Western District of
Tennessee to hire an auctioneer.
Marianna Williams, the court-appointed trustee, proposes to hire
Alexander Auction & Real Estate Sales in connection with the sale
of the Debtor's real and personal property via public auction.
The firm will get a 10% buyer's premium from each tract of real
property and item of personal property sold at the auction unless
otherwise agreed with the trustee.
Marvin Alexander, an auctioneer employed with the firm, disclosed
in a court filing that he and other employees of the firm do not
hold any interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Marvin E. Alexander
Alexander Auction & Real Estate Sales
239 University Street
P.O. Box 129,
Martin, TN 38237-0129
Office: 731-587-4244/1-800-748-8567
Cell: 731-225-7368
Fax: 731-587-2698
About Blankenship Farms
Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crop and cattle. It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating assets and liabilities between $1
million and $10 million. The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
Debtor.
The case is assigned to Judge Jimmy L. Croom.
Robert Campbell Hillyer, Esq., at Butler Snow LLP, serves as
counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC,
serves as farm equipment appraiser, and Brasher Accounting is the
accountant.
Marianna Williams was appointed as Trustee in the case on March 9,
2017. The trustee hired Baker Donelson Bearman Caldwell &
Berkowitz, PC, as legal counsel.
BLUE BEE: Court Moves Plan Filing Deadline to August 16
-------------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California extended for approximately 90 days the
exclusive periods during which only Blue Bee, Inc. d/b/a ANGL may
file a plan of reorganization and obtain acceptances of such plan,
to and including August 16, 2017 and October 16, 2017,
respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked for exclusivity extension since it still needs to
identify first the core Retail Stores around which it might
ultimately be able to reorganize before it could begin exploring
and formulating the terms of a feasible plan of reorganization.
The Debtor also related that shortly after the Petition Date, it
began the process of analyzing the financial performance of each of
its 21 Retail Stores so as to determine which of the Retail Stores
were currently profitable or potentially profitable if rent
concessions could be successfully negotiated with the landlords,
and which of the Retail Stores were not profitable and therefore
needed to be closed on an expeditious basis.
Ultimately, as a result of the Debtor's analysis of the business
operations of the Retail Stores and negotiation with certain of its
landlords for rent concessions and other lease modifications, the
Debtor elected to close and reject the corresponding leases for,
eight of its Retail Stores, leaving the Debtor with a total of 13
currently operating Retail Stores.
While the Debtor had sought and obtained Court authority to assume
the leases for three of the Operating Retail Stores, the Debtor
also contended that it has not yet sought to assume or reject the
leases for the ten other Operating Retail Stores.
The Debtor anticipated that it will complete its analysis of these
ten Remaining Retail Stores and will be bringing motions seeking to
either assume or reject the leases for the Remaining Retail Stores
by May 17, 2017. However, the Debtor also anticipated that it may
be filing a motion to further extend the deadline for assuming or
rejecting such leases in the event that the Debtor requires
additional time to make a final determination regarding the
assumption or rejection of the leases for all or some of the ten
Remaining Retail Stores, and to the extent that the landlords under
such leases consent.
The Debtor told the Court that once it has made a final
determination regarding the assumption or rejection of the leases
for its Remaining Retail Stores, and has had sufficient time to
evaluate its business operations and accurately forecast its sales
revenue and expenditures to formulate and ultimately support a plan
of reorganization, the Debtor will be in a position to formulate
and file a plan of reorganization in this case. The Debtor hoped
to file a plan oand disclosure statement within the next 90 days.
About Blue Bee, Inc.
Blue Bee, Inc., d/b/a ANGL, filed a chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-23836) on Oct. 19, 2016. The petition was
signed by Jeff Sungkak Kim, president. The Debtor is represented
by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP.
The case is assigned to Judge Sandra R. Klein. The Debtor
estimated assets and liabilities at $1 million to $10 million.
Blue Bee is a retailer doing business under the "ANGL" brand
offering stylish and contemporary women's clothing at reasonable
prices to its fashion-savvy customers. As of the bankruptcy filing
date, the Debtor owns and operates 21 retail stores located
primarily in shopping malls throughout the state of California.
Since the opening of its first Retail Store in 1992 along Melrose
Avenue in Los Angeles, California, the Debtor has focused on
bringing designer fashion to a wider audience.
BORINQUEN PARKING: Taps Robert Millan as Legal Counsel
------------------------------------------------------
Borinquen Parking Services Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire legal
counsel.
The Debtor proposes to hire Robert Millan, Esq., at Millan Law
Offices, to give legal advice regarding its duties under the
Bankruptcy Code, and provide other legal services related to its
Chapter 11 case.
Mr. Millan will charge an hourly rate of $200. Paralegals will
charge $50 per hour.
In a court filing, Mr. Millan disclosed that he does not have any
interest adverse to the Debtor's bankruptcy estate or creditors.
Mr. Millan maintains an office at:
Robert Millan, Esq.
Millan Law Offices
Calle San Jose, #250
San Juan, PR 00901
Tel: (787) 725-0946
Email: rmi3183180@aol.com
About Borinquen Parking Services
Borinquen Parking Services Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-02097) on March
28, 2017. The petition was signed by Jose Rivera Garcia,
president.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
BORINQUEN PARKING: Taps Ruben Gonzalez Marrero as Accountant
------------------------------------------------------------
Borinquen Parking Services Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire an
accountant.
The Debtor proposes to hire Ruben Gonzalez Marrero, a certified
public accountant, and pay him $135 per hour for his services.
Mr. Marrero disclosed in a court filing that he and other personnel
of his firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.
Mr. Marrero maintains an office at:
Ruben Gonzalez Marrero
Ruben Gonzalez Marrero & Asociados, C.S.P.
Carr. 174 Blq. 21-24
Santa Rosa
Bayamon, PR 00959
Phone: 787-798-8600
About Borinquen Parking Services
Borinquen Parking Services Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-02097) on March
28, 2017. The petition was signed by Jose Rivera Garcia,
president.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
BRAZIL MINERALS: Delays Filing of March 31 Quarterly Report
-----------------------------------------------------------
Brazil Minerals, Inc., notified the Securities and Exchange
Commission on Form 12b-25 regarding the delay in the filing of its
quarterly report on Form 10-Q for the period ended March 31, 2017.
According to the Company, it requires additional time to prepare,
substantiate and verify the accuracy of its financial reports.
"The registrant is in the process of preparing and reviewing its
financial information. The process of compiling and disseminating
the information required to be included in the Form 10-Q for the
period ended March 31, 2017, as well as the completion of the
required review of its financial information, could not be
completed within the prescribed time period without incurring undue
hardship and expenses," the Company stated in the regulatory
filing.
The Company said it is likely that there will be changes in its
revenues and operating expenses for the three months ended March
31, 2017, as compared to the three months ended March 31, 2016.
However, a reasonable estimate of such changes cannot be made at
this time because the financial statements are still being
compiled.
About Brazil Minerals
Brazil Minerals, Inc., through subsidiaries, mines and sells
diamonds, gold, sand and mortar. The Company, through
subsidiaries, outright or jointly owns 11 mining concessions and 20
other mineral rights in Brazil, almost all for diamonds and gold.
The Company, through subsidiaries, owns a large alluvial diamond
and gold processing and recovery plant, a sand processing and
mortar plant, and several pieces of earth-moving capital equipment
used for mining as well as machines for sand processing and
preparation of mortar.
Brazil Minerals reported a net loss of $1.87 million for the year
ended Dec. 31, 2015, following a net loss of $3.42 million for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Brazil Minerals had $1.27 million in total
assets, $1.31 million in total liabilities, and a total
stockholders' deficit of $38,307.
B F Borgers CPA PC, in Lakewood, CO, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
BRITISH MOTORCARS: Asks Court to OK Counsel Fee Payment Protocol
----------------------------------------------------------------
British Motorcars Ventura, Inc. has filed with the U.S. Bankruptcy
Court for the Central District of California an amended application
seeking approval of proposed procedures for the payment of fees of
its legal counsel.
In its application, the Debtor proposes to pay the fees and costs
incurred by Levene Neale Bender Yoo & Brill, LLP on a monthly basis
to the extent that funds are available and provided for in the
budget approved by the court in connection with the new financing
it obtained from Comerica Bank and Sterling Motiors, Ltd.
According to the filing, Levene will file monthly with the U.S.
trustee a professional fee statement and a copy of its monthly
invoice. Copies of the fee statement will also be sent to the
Debtor, the creditors' committee's attorney, and other parties
requesting special notice in the case.
If no objection to the fee statement is filed and served within 10
days, the Debtor will pay the law firm without further notice,
hearing or order of the court.
If an objection is filed, Levene and the objecting party will try
to resolve it consensually. If no settlement is reached, the firm
will not be paid of the disputed amount until the court resolves
the objection, according to the filing.
The Debtor expects that Martin Brill, Esq., Todd Arnold, Esq., and
Lindsey Smith, Esq., will be the primary attorneys who will
represent the Debtor. Mr. Brill's current billing rate is $595 per
hour; Mr. Arnold, $555 per hour; and Ms. Smith, $475 per hour.
About British Motorcars Ventura, Inc.
Located in Ventura, California, British Motorcars Ventura, Inc. --
http://www.landroverjaguarventura.com/-- is a small organization
in the new and used car dealers industry. It opened its doors in
2010 and now has an estimated $2.7 million in yearly revenue and
approximately 12 employees.
The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
17-10489) on March 22, 2017. In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The
petition was signed by Philip D. Vass, president.
The Hon. Peter Carroll presides over the case. The Debtor hired
McQueen & Ashman LLP, as special corporate and litigation counsel.
BULOVA TECHNOLOGIES: Will File Form 10-Q Within 'Grace' Period
--------------------------------------------------------------
Bulova Technologies Group, Inc., filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its quarterly report on Form 10-Q for the period ended
March 31, 2017. The Company said the compilation, dissemination
and review of the information required to be presented in the Form
10-Q for the quarter ending March 31, 2017, could not be completed
and filed by May 15, 2017, without undue hardship and expense to
the registrant. The Company anticipates that it will file its Form
10-Q for the quarter ended March 31, 2017, within the "grace"
period provided by Securities Exchange Act Rule 12b-25.
About Bulova
Bulova Technologies Group, Inc., was originally incorporated in
Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company
divested itself of all assets and previous operations. During
2008, the Company filed for domestication to the State of Florida,
and changed its name to Bulova Technologies Group, Inc., and
changed its fiscal year from June 30 to September 30.
Bulova reported a net loss attributable to the Company of $8.06
million on $18.72 million of revenues for the year ended Sept. 30,
2016, compared to a net loss attributable to the Company of $5.44
million on $1.75 million of revenues for the year ended Sept. 30,
2015.
As of Dec. 31, 2016, Bulova had $18.53 million in total assets,
$46.02 million in total liabilities and a total shareholders'
deficit of $27.48 million.
C-LEVELED LLC: Hires Sisterson & Co. as Accountant
--------------------------------------------------
C-Leveled, LLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to employ Sisterson & Co. LLP,
as accountant to the Debtor.
C-Leveled, LLC requires Sisterson & Co. to assist the Debtor in
completing the tax returns for year 2016, and prepare the 2016
federal and state income tax returns.
Sisterson & Co.will be paid at the hourly rates of $90-$315.
Sisterson & Co. has previously prepared tax returns for the Debtor
and held a pre-petition claim in the amount of $39,814, and
Sisterson & Co. is not willing to waive the claim.
Sisterson & Co. will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William Richardson, member of Sisterson & Co. 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.
Sisterson & Co. can be reached at:
William Richardson
SISTERSON & CO. LLP
310 Grant Street, Suite 2100
Pittsburgh, PA 15219
Tel: (412) 281-2025
Fax: (412) 338-4597
About C-Leveled, LLC
C-Leveled, LLC, based in Pittsburgh, Pa., filed a Chapter 11
petition (Bankr. W.D. Pa. Case No. 16-22748) on July 26, 2016. The
Hon. Gregory L. Taddonio presides over the case. Donald R.
Calaiaro, Esq. of Calaiaro Valencik as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Denise DeSimone, chairman.
CAPSTONE LOGISTICS: Moody's Affirms B3 CFR & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investor's Service affirmed ratings for Capstone Logistics
Acquisition, Inc. including the B3 Corporate Family Rating (CFR),
the B3-PD Probability of Default rating, and the Caa2 rating on the
second lien senior secured credit facility. The rating outlook has
been changed to negative from stable, and concurrently, Moody's
downgraded the ratings on the first lien senior secured revolver
and first lien senior secured term loan to B2 from B1 to reflect
lower than expected recovery on first lien debt.
RATINGS RATIONALE
The negative outlook reflects weaker than expected earnings, much
of which is attributable to the Pinnacle acquisition of 2015 where
pricing concessions with select customers and the loss of some
sites, resulted in lower than expected contribution margins. The
negative outlook also incorporates concerns around Capstone's
highly leveraged balance sheet which constrains near-term financial
flexibility.
The B3 Corporate Family Rating considers Capstone's small size,
weak credit metrics, and elevated financial leverage. Weaker than
expected operating performance, primarily stemming from the
Pinnacle acquisition, has resulted in Debt-to-EBITDA (after Moody's
standard adjustments) in excess of 7.0x (as of December 2016), a
level of financial leverage that is at the weaker end of the B3
rating category. This underperformance to expectations is against a
backdrop of a tightening labor market which raises the prospect of
margin pressures in the form of higher labor costs which could
further exacerbate the already high financial leverage. The rating
also incorporates Capstone's exposure to large customers which
leaves the company susceptible to pricing pressures while a
relatively limited service offering (unloading is 75% of sales)
creates vulnerabilities to disintermediation risks such as the
increased use of automation over the longer-term.
Notwithstanding Capstone's small size on an absolute basis, the
company maintains a good competitive standing as a leading provider
of outsourced labor solutions to its well-established and
long-standing customer base. The rating favorably considers
Capstone's exposure to grocery, food service and retail end
markets, verticals that Moody's views as being relatively recession
resistant with stable demand drivers. Moody's anticipates a
continuation of free cash flow generation during 2017, albeit at
modest levels, with FCF-to-Debt likely to be in the low
single-digits.
Moody's expects Capstone to maintain an adequate liquidity profile
over the next 12 months. Cash balances are expected to remain
modest ($12 million on hand as of Dec 2016) as is free cash flow
generation. External liquidity is provided by a $50 million
revolving credit facility ($24 million available as of Dec 2016)
that expires in 2019. The revolver contains a maintenance-based
secured leverage covenant that steps down to 6.75x in Q1 2017 and
Moody's anticipates relatively tight compliance over the
near-term.
The ratings could be upgraded if Debt-to-EBITDA was expected to be
sustained below 5.5x. Any upgrade would be contingent upon a good
liquidity profile involving consistently positive free cash
generation along with considerable availability under the revolving
credit facility. The ratings could be downgraded if Debt-to-EBITDA
was expected to be sustained above 7.0x or if EBITDA margins were
anticipated to remain in the low double-digits. A weakening
liquidity profile characterized by negative free cash flows, or
increased reliance on the revolver, or an anticipated breach of
financial covenants would also likely result in a downgrade.
The following rating actions were taken:
Issuer: Capstone Logistics Acquisition, Inc.
Affirmations:
-- Corporate Family Rating, Affirmed B3
-- Probability of Default Rating, Affirmed B3-PD
-- Senior Secured second lien term loan due 2022, Affirmed Caa2
(LGD5)
Downgrades:
-- Senior Secured first lien revolver due 2019, Downgraded to B2
(LGD3) from B1 (LGD2)
-- Senior Secured first lien term loan due 2021, Downgraded to B2
(LGD3) from B1 (LGD2)
Outlook Actions:
-- Outlook, changed to Negative from Stable
Capstone Logistics Acquisition, Inc. (`Capstone') is a supply chain
solutions provider offering managed outsourced labor to owners of
distribution centers for non-core labor-intensive operations.
Capstone is owned by funds managed by The Jordan Company L.P. which
acquired the company in August 2014. Capstone maintains
headquarters in Norcross, Georgia.
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.
CAR CHARGING: Incurs $3.85 Million Net Loss in First Quarter
------------------------------------------------------------
Car Charging Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $3.85 million on $595,620 of
total revenues for the three months ended March 31, 2017, compared
to a net loss attributable to common shareholders of $4.71 million
on $840,137 of total revenues for the three months ended March 31,
2016.
As of March 31, 2017, Car Charging had $2 million in total assets,
$25.81 million in total liabilities, $825,000 in series B
convertible preferred stock, and a $24.62 million total
stockholders' deficiency.
During the three months ended March 31, 2017, the Company financed
its activities from proceeds derived from debt and equity
financing. A significant portion of the funds raised from the sale
of capital stock have been used to cover working capital needs and
personnel, office expenses and various consulting and professional
fees.
For the three ended March 31, 2017, and 2016, the Company used cash
of $783,135 and $823,037, respectively, in operations. The
Company's cash use for the three months ended March 31, 2017, was
primarily attributable to its net loss of $3,097,732, adjusted for
net non-cash expenses in the aggregate amount of $1,477,377,
partially offset by $837,220 of net cash provided by changes in the
levels of operating assets and liabilities. The Company's cash use
for the three months ended March 31, 2016, was primarily
attributable to its net loss of $4,400,792, adjusted for net
non-cash expenses in the aggregate amount of $3,188,644 partially
offset by $389,111 of net cash provided by changes in the levels of
operating assets and liabilities.
During the three months ended March 31, 2017, cash used in
investing activities was $206, which was used to purchase charger
cables. Net cash used in investing activities was $5,836 during
the three months ended March 31, 2016, which was used to purchase
office and computer equipment.
"We expect that through the next 12 months from the date of this
filing, we will require external funding to sustain operations and
to follow through on the execution of our business plan. There can
be no assurance that our plans will materialize and/or that we will
be successful in our efforts to obtain the funding to cover working
capital shortfalls. Given these conditions, there is substantial
doubt about our ability to continue as a going concern and our
future is contingent upon our ability to secure the levels of debt
or equity capital we need to meet our cash requirements. In
addition, our ability to continue as a going concern must be
considered in light of the problems, expenses and complications
frequently encountered by entrants into established markets, the
competitive environment in which we operate and the current capital
raising environment.
"Since inception, our operations have primarily been funded through
proceeds from equity and debt financings. Although management
believes that we have access to capital resources, there are
currently no commitments in place for new financing at this time,
except as described above under the heading Recent Developments,
and there is no assurance that we will be able to obtain funds on
commercially acceptable terms, if at all.
"We intend to raise additional funds during the next twelve months.
The additional capital raised would be used to fund our
operations. The current level of cash and operating margins is
insufficient to cover our existing fixed and variable obligations,
so increased revenue performance and the addition of capital
through issuances of securities are critical to our success. Should
we not be able to raise additional debt or equity capital through a
private placement or some other financing source, we would take one
or more of the following actions to conserve cash: further
reductions in employee headcount, reduction in base salaries to
senior executives and employees, and other cost reduction measures.
Assuming that we are successful in our growth plans and
development efforts, we believe that we will be able to raise
additional debt or equity capital. There is no guarantee that we
will be able to raise such additional funds on acceptable terms, if
at all," the Company stated in the report.
Through March 31, 2017, the Company incurred an accumulated deficit
since inception of $84,169,514. As of March 31, 2017, the Company
had a cash balance and working capital deficit of $2,988 and
$18,989,258, respectively. During the three months ended March 31,
2017, the Company incurred a net loss of $3,097,732. These
conditions raise substantial doubt about its ability to continue as
a going concern within one year after the issuance date of this
filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/NgVlAc
About Car Charging
Miami Beach, Florida-based Car Charging Group, Inc., is an
owner, operator, and provider of electric vehicle charging
equipment and networked EV charging services. The Company offers
both residential and commercial EV charging equipment, enabling EV
drivers to easily recharge at various location types.
Car Charging reported a net loss attributable to common
shareholders of $9.16 million on $3.32 million of total revenues
for the year ended Dec. 31, 2016, compared with a net loss
attributable to common shareholders of $9.58 million on $3.95
million of total revenue for the year ended Dec. 31, 2015.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CARTEL MANAGEMENT: Auction of Titans of Mavericks on June 1
-----------------------------------------------------------
Cartel Management, Inc. ("CMI"), and Titans of Mavericks, LLC, ask
the U.S. Bankruptcy Court for the Central District of California to
authorize the sale of substantially all assets related to "Titans
of Mavericks" at an auction to be conducted on June 1, 2017.
A hearing on the Motion is set for June 7, 2017 at 2:00 p.m.
The Debtors together promote, organize, and host one of the most
famous sporting events in "big wave" surfing, known as "Titans of
Mavericks" at the Pacific Ocean surf break popularly known as
"Mavericks" located near Half Moon Bay, California, just south of
San Francisco. They work collectively to promote, organize, and
host the event. CMI generally is in the business of event and
brand management and media broadcast development to promote,
produce, develop and market intellectual properties to develop
stronger media presence and business models for the exploitation of
such intellectual properties. CMI is wholly owned by Griffin Guess
who is also the President and sole member of the Board of Directors
of CMI. Titans is actually managing and hosting the event. The
Debtors have common ownership and business goals, with CMI
providing the licensing and intellectual property needed to conduct
the event. CMI and Titans have no secured debt, and approximately
$1.232 million and $1.532 million of general unsecured debt,
respectively. During the past 18 months, the Debtors and their
principal have spent in excess of $3 million developing and
marketing the Titans of Mavericks brand, paying operating expenses,
and obtaining the intellectual property and permits in connection
with the surf event.
Despite revenue growth and significant increased attention for the
event, the Debtors faced operating difficulties arising from
delayed sponsor payments, political complications, costly
litigation and the need to maintain their necessary permits in the
face of continuing efforts by certain third parties to negatively
affect the Debtors. They were forced to file for bankruptcy
protection in order to obtain a breathing spell and hope to conduct
either a sale of their business and/or assets, or internally
restructure their financial affairs with an infusion of new equity.
The Debtors have determined that an auction of their assets will
motivate interested buyers to bid aggressively to allow them to
obtain the highest and best value for such assets.
Since Feb. 10, 2017, the Debtors' principal has contacted marquee
parties in the following five sectors: (i) TV network groups; (ii)
media and Internet companies; (iii) brand and product corporations;
(iv) high net-worth individuals; and (v) professional sports
leagues and teams. In total, the Debtors have reached out to
hundreds of parties and have had direct communications with
approximately 70 parties. The opportunity to acquire the Debtors'
assets was widely broadcast, and the Debtors therefore believe that
they have reasonably provided notice to the most likely candidates
who may be interested in acquiring their assets by way of the
auction sale process.
On May 3, 2017, the Debtors filed Bid Procedures Motion which the
Court granted on May 11, 2017 by Bid Procedures Order. Pursuant to
the Bid Procedures Order, an auction will be conducted on June 1,
2017. As soon as possible after the auction, assuming a winning
bidder emerges, the Debtors will file a supplement to the Motion
setting for the identity of the winning bidder and the terms and
conditions of the proposed sale to the winning bidder.
In connection with the sale, the Debtors ask the Court to approve
the assumption and assignment of Designated Contracts. Objections,
if any, to the assumption and assignment of the Designated
Contracts, must be filed by May 24, 2017. The winning bidder and
the winning back-up bidder will be required to pay the full amount
of all Cures related to the Designated Contracts, in cash, without
reduction of or setoff against the purchase price to be paid by
such winning or back-up bidder, at the time of the sale closing as
a condition to their ability to consummate their purchase of the
purchased assets unless the Counterparties agree otherwise.
A copy of the list of the Designated Contracts attached to the
Motion is available for free at:
http://bankrupt.com/misc/Cartel_Management_95_Sales.pdf
The Debtors have actively marketed their business and assets
related to "Titans of Mavericks" for months, have reached out to
key players in the action sports and entertainment industry, and
have determined that the most likely manner of paying creditors in
these cases is by monetizing their assets for as high a price as
possible. Absent a significant, timely monetizing event,
recoveries to creditors and the timing of such recoveries are not
certain in these cases. Thus, the Debtors submit that there is a
sound business purpose for them to consummate a going concern sale
of their business/assets to the highest bidder(s) at the auction
sale. Accordingly, the Debtors ask the Court to approve the relief
sought.
In order to facilitate the most expeditious sale closing possible,
the Debtors ask that any Order approving their sale of their
business/assets and their assumption and assignment of the
Designated Contracts be effective immediately upon entry by
providing that the 14-day waiting periods of Bankruptcy Rule
6004(h) and 6006(d) are waived.
About Cartel Management Inc.
Cartel Management, Inc. and Titans of Mavericks, LLC, together,
promote, organize and host a sporting event in "big wave" surfing
known as "Titans of Mavericks" at the Pacific Ocean surf break
popularly known as "Maverick's" located near Half Moon Bay,
California.
Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal.
Lead
Case No. 17-11179) on Jan. 31, 2017. The petitions were signed by
Griffin Guess, president of Cartel. Judge Deborah J. Saltzman
presides over the cases.
The Debtors are represented by David L. Neale, Esq., at Levene,
Neale, Bender, Yoo & Brill LLP, in Los Angeles, California. The
Debtors tapped Hartford O. Brown, Esq. at Klinedinst PC as special
counsel in relation to the potential sale of their assets, and to
handle disputes with Red Bull Media House North America, Inc. and
other third parties. The Debtors also tapped Tyler Paetkau, Esq.
of
Hartnett, Smith & Paetkau to represent them on certain
proceedings,
including administrative proceedings before the San Mateo County
Harbor District, the California Coastal Commission, the San Mateo
County Planning and Building Department, and National Oceanic and
Atmospheric Administration.
At the time of filing, Cartel estimated assets of less than $1
million and estimated liabilities of $1 million to $10 million.
Titans estimated assets of less than $50,000 and liabilities of
less than $500,000.
CATASYS INC: Reports $21.8 Million Net Loss for First Quarter
-------------------------------------------------------------
Catasys, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $21.76
million on $1.82 million of revenues for the three months ended
March 31, 2017, compared to a net loss of $4.29 million on $728,000
of revenues for the three months ended March 31, 2016.
As of March 31, 2017, Catasys had $2.94 million in total assets,
$47.54 million in total liabilities and a total stockholders'
deficit of $44.60 million.
As of May 12, 2017, the Company had a balance of approximately
$10.1 million cash on hand. The Company had a working capital
deficit of approximately $32.4 million at March 31, 2017. The
Company has incurred significant operating losses and negative
operating cash flows since its inception. The Company could
continue to incur negative cash flows and operating losses for the
next twelve months. Its current cash burn rate is approximately
$488,000 per month, excluding non-current accrued liability
payments. In April 2017, the Company closed on a public offering
for aggregate gross proceeds of $16.5 million prior to deducting
underwriter discounts, commission and other estimated offering
expenses. The Company expects its current cash resources to cover
expenses through at least the next twelve months.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/zExRq1
About Catasys, Inc.
Catasys, Inc. provides big data based analytics and predictive
modeling driven behavioral healthcare services to health plans and
their members through its OnTrak solution. Catasys' OnTrak
solution -- contracted with a growing number of national and
regional health plans -- is designed to improve member health and,
at the same time, lower costs to the insurer for underserved
populations where behavioral health conditions cause or exacerbate
co-existing medical conditions. The solution utilizes proprietary
analytics and proprietary enrollment, engagement and behavioral
modification capabilities to assist members who otherwise do not
seek care through a patient-centric treatment that integrates
evidence-based medical and psychosocial interventions along with
care coaching in a 52-week outpatient treatment solution.
Catasys reported a net loss of $17.93 million on $7.07 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $7.22 million on $2.70 million of revenues for the year ended
Dec. 31, 2015.
The Company's independent accounting firm Rose, Snyder & Jacobs
LLP, in Encino, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that the Company has continued to incur
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2016, and continues to
have negative working capital at Dec. 31, 2016. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
CBAK ENERGY: Will File Form 10-Q Within Extension Period
--------------------------------------------------------
CBAK Energy Technology, Inc., has not finalized its financial
statements for the quarter ended March 31, 2017. As a result, the
Company was unable to file its Form 10-Q within the prescribed time
period without unreasonable effort or expense. The Company
anticipates that it will file the Form 10-Q within the five-day
grace period provided by Exchange Act Rule 12b-25.
About CBAK Energy
CBAK Energy Technology, Inc., formerly known as China BAK Battery,
Inc., is engaged in the business of developing, manufacturing and
selling new energy high power lithium batteries, which are mainly
used in the following applications: Electric vehicles, Light
electric vehicles; and Electric tools, energy storage,
uninterruptible power supply, and other high power applications.
China BAK Battery, Inc., filed Articles of Merger with the
Secretary of State of Nevada to effectuate a merger between the
Company and the Company's newly formed, wholly owned subsidiary,
CBAK Merger Sub, Inc. According to the Articles of Merger,
effective Jan. 16, 2017, the Merger Sub merged with and into the
Company with the Company being the surviving entity.
China BAK reported a net loss of US$12.65 million for the year
ended Sept. 30, 2016, following net profit of $15.87 million for
the year ended Sept. 30, 2015. As of Dec. 31, 2016, CBAK Energy
had US$92.11 million in total assets, US$79.43 million in total
liabilities and US$12.67 million in total shareholders' equity.
Centurion ZD CPA Limited, in Hong Kong, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2016, stating that the Company has a
working capital deficiency, accumulated deficit from recurring net
losses and significant short-term debt obligations maturing in less
than one year as of Sept. 30, 2016. All these factors raise
substantial doubt about its ability to continue as a going concern.
CELERITAS CHEMICALS: Disclosures OK'd; Plan Hearing on June 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved Celeritas Chemicals, LLC's third amended disclosure
statement referring to the Debtor's plan of reorganization.
The hearing on Manidhari Gums & Chemicals's motion to convert to
Chapter 7 and the confirmation hearing are scheduled for June 15,
2017, at 1:00 p.m. prevailing Central Time.
The last day for filing and serving objections to confirmation of
the Plan is June 8, 2017, at 4:00 p.m. prevailing Central Time.
All votes to accept or reject the Plan must follow the procedures
set forth in the Ballot and must be received by June 8, 2017, at
4:00 p.m., prevailing Central Time.
The latest disclosure statement includes objections by Manidhari
Gums & Chemicals, which was ordered by the court at the April 18
hearing to submit statements so they would be included and the
disclosure statement would finally be approved.
One of the arguments raised by Manidhari is that the disclosure
statement and plan do not include the pursuit of all assets and
fail to disclose the lack of viability of the reorganization,
including Celeritas' lack of any income or viable business
opportunities since filing for bankruptcy.
A copy of the third amended disclosure statement filed on May 8 is
available for free at https://is.gd/nAPjtO
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.
CENTENE CORP: S&P Raises Counterparty Credit Rating to 'BB+'
------------------------------------------------------------
S&P Global Ratings raised its long-term counterparty credit rating
on Centene Corp. to 'BB+' from 'BB' and raised the senior unsecured
debt rating on Centene Corp. to 'BB+' from 'BB'. The outlook is
stable.
S&P also raised its counterparty credit rating on Health Net Inc.
to 'BB+' from 'BB' and withdrew it at the issuer's request. All
remaining debt at the Health Net Inc. level was repaid in late
2016.
At the same time, S&P raised its long-term counterparty credit and
financial strength ratings on Centene's rated operating
subsidiaries, including Health Net Health Plan of Oregon Inc.,
Health Net of California Inc., Health Net of Arizona Inc., and
Health Net Life Insurance Co. to 'BBB+' from 'BBB'. S&P has
assigned core status to these subsidiaries, which is a change from
its previous assessment of highly strategic.
"The rating upgrade on Centene reflects the company's continued
successful execution of its growth and profitability initiatives
since we assigned a positive outlook two years ago (in May 2015)"
said Julie Herman, S&P Global credit rating analyst. As a result,
we believe Centene has increasingly differentiated itself favorably
from its closest peers Wellcare and Molina, both of which S&P rates
BB/Stable.
The stable outlook on Centene reflects S&P's expectation that the
company will maintain its strong competitive position in the
managed Medicaid market while continuing to diversify its profile,
particularly in Medicare and specialty services. Consistent with
our base-case economic forecast, S&P expects the company to show
revenue growth of 5%-15% over the next two years, with an EBIT ROR
of about 2.5%-3.5%. S&P expects financial leverage to remain
elevated but to continue to drop year over year, reaching below 40%
over the next two years. S&P expects consolidated GAAP
capitalization to improve year over year through earnings growth,
but remain modestly deficient at 'BBB' over the next two years.
However, S&P expects consolidated risk-based capital levels to
remain around 350%.
Although unlikely, S&P could lower the ratings in the next 12-24
months if EBIT ROR declines to, and is sustained at, less than 2%.
S&P may also lower the ratings if, contrary to its expectations,
the company adopts a more-aggressive financial policy with
long-term financial leverage above 40%. S&P may also consider a
downgrade if capitalization deteriorates such that 'BBB'
deficiencies exceed 20% of total adjusted capital.
Although also unlikely, S&P could consider an upgrade in the next
12-24 months if the company's consolidated capitalization improves
to sustained 'BBB' redundancies. This would need to be combined
with financial leverage below 40%, sustained profitable growth and
diversification, and a view that the company would not experience
material capital or earnings volatility from potential health care
reform and concentration in government-sponsored managed care.
CENTRAL GROCERS: Stevens & Lee Represents Altar Produce, et al.
---------------------------------------------------------------
Stevens & Lee, P.C., filed with the U.S. Bankruptcy Court for the
District of Delaware a verified statement pursuant to Rule 2019 of
the Federal Rules of Bankruptcy Procedure, saying that it is
representing these clients in the Chapter 11 bankruptcy case of
Central Grocers, Inc., et al.:
a) Altar Produce LLC
205 W. Grant Street
Calexico, CA 92231
b) David Oppenheimer & Company I, LLC
Suite 101, 11 Burbridge Street
Coquitlam, BC V3B 1H1
Canada
c) The Pictsweet Company
P.O. Box 198233
Atlanta, GA 30384-8233
d) Berndt, Inc., dba Sierra Produce
1422 Edinger Avenue
Suite 130
Tustin, CA 92780
e) Spice World, Inc.
8101 Presidents Drive
Orlando, FL 32809
f) Tom Lange Company, Inc.
P.O. Box 19261
Springfield, IL 62794-9261
g) Wonderful Citrus Ventures, LLC
5001 California Ave, Suite 230
Bakersfield, CA 93309
The Clients have appeared represented by the Firm together with
Rynn & Janowsky, LLP, and are acting with proportional common
interests as the Altar Produce, LLC, Group of PACA Trust
Creditors.
The Firm assures the Court that it does not presently own, nor has
it previously owned, any claims against, or interests in, the
Debtors or their estates. The Firm was retained to represent the
Altar Produce, LLC Group of PACA Trust Creditors in May 2017 for
purposes of consistency and economy. The other circumstances and
terms and conditions of employment of the Firm are protected by the
attorney-client privilege and attorney work product doctrine.
The Firm represents other entities in this bankruptcy proceeding
which have interests unrelated to the foregoing and are not within
the disclosure requirements of Rule 2019.
The Firm can be reached at:
Jason Daniel Angelo, Esq.
STEVENS & LEE, P.C.
919 North Market Street, Suite 1300
Wilmington, Delaware 19801
Tel: (302) 425-3310/11
Fax: (610) 371-7972/11
E-mail: jhh/jda@stevenslee.com
-- and --
R. Jason Read, Esq.
June Monroe, Esq.
RYNN & JANOWSKY, LLP
4100 Newport Place Drive, Suite 700
Newport Beach, CA 92660
Tel: (949) 430-3424
Fax: (949) 225-4763
E-mail: jason@rjlaw.com
June@rjlaw.com
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 seventh largest grocery cooperative in the
United States. It 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.
Central Grocers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4,
2017. Eleven affiliates of the company also filed separate Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to
17-11003). The petitions were signed by Donald E. Harer, chief
restructuring officer.
The cases are assigned to Judge Brendan Linehan Shannon.
Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel. The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd., as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
CHINA COMMERCIAL: Will Likely Report Q1 Net Loss at Around $1.2-M
-----------------------------------------------------------------
China Commercial Credit, Inc., was unable to file its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2017, on
a timely basis because the Company requires additional time to work
with its auditors and legal counsel to prepare and finalize the
Form 10-Q. The Company anticipates that it will file the Form 10-Q
no later than the fifth calendar day following the prescribed
filing date.
It is expected that for the fiscal quarter ended March 31, 2017,
the Company will report net loss of approximately $1.2 million
compared to net income of approximately $1.1 million for the three
months ended March 31, 2016.
About China Commercial Credit
China Commercial Credit, Inc., offers financial services in China.
It provides direct loans, loan guarantees and financial leasing
services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.
China Commercial reported a net loss of US$1.98 million on US$1.29
million of total interest and fee income for the year ended Dec.
31, 2016, compared with a net loss of US$61.26 million on US$2.98
million of total interest income for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, China Commercial had US$21.21 million in total
assets, US$18.99 million in total liabilities and US$2.21 million
in total shareholders' equity.
Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.
CHINA TELETECH: Will File Form 10-Q Within Extension Period
-----------------------------------------------------------
China Teletech Holding, Inc., was unable to file its quarterly
report on Form 10-Q for the period ended March 31, 2017, on a
timely basis without incurring undue hardship and expense,
according to a regulatory filing with the Securities and Exchange
Commission. The Company anticipates that it will file the Form
10-Q no later than the fifth calendar day following the prescribed
filing date.
About China Teletech
Tallahassee, Fla.-based China Teletech Holding, Inc., is a national
distributor of prepaid calling cards and integrated mobile phone
handsets and a provider of mobile handset value-added services.
The Company is an independent qualified corporation that serves as
one of the principal distributors of China Telecom, China Unicom,
and China Mobile products in Guangzhou City, China.
On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party. GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.
China Teletech reported a net loss attributable to the Company of
US$52,588 on US$0 of sales for the year ended Dec. 31, 2016,
compared to a net loss attributable to the Company of US$108,712 on
US$0 of sales for the year ended Dec. 31, 2015. As of Dec. 31,
2016, China Teletech had US$200,000 in total assets, US$467,152 in
total liabilities and a total stockholders' deficit of US$267,152.
Centurion ZD CPA Limited issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred substantial losses which
raise substantial doubt about its ability to continue as a going
concern.
CHRISTIAN ELDERLY: Hires Carrasquillo as Accountant
---------------------------------------------------
Christian Elderly Home, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ
Carrasquillo CPA Group, PSC, as accountant to the Debtor.
Christian Elderly requires Carrasquillo to:
a. assist the Debtor in gathering and compiling the necessary
information required to file the Chapter 11 petition and
court required information and schedules;
b. provide consulting services and assist the Debtor and her
attorney in documenting the reorganization plan to be
filled in the case;
c. prepare monthly operating reports, financial objections and
other relevant information as required and necessary;
d. prepare all necessary tax returns to ascertain the Debtor
is in full compliance with its fiscal responsibilities; and
e. assist the Debtor and her attorney in all matters related
to court instructions, transactions, and or information
requests of an accounting or financial nature.
Carrasquillo will be paid at these hourly rates:
CPA $100
Manager $80
Senior Staff $75
Office Staff $35
Carrasquillo will be subject to a cap annual rate of $3,500 for
bankruptcy services, and a cap annual rate of $1,200 for tax &
bookkeeping.
Carrasquillo will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Hector L. Carrasquillo, member of Carrasquillo CPA Group, PSC,
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.
Carrasquillo can be reached at:
Hector L. Carrasquillo
CARRASQUILLO CPA GROUP, PSC
Rafael Avenue M30
Caguas, PR 00726
Tel: (787) 744-4996
Fax: (787) 704-1449
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.
CIBER INC: Court Approves KEIP and KERP Programs
------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Ciber's key employee incentive plan (KEIP) and key employee
retention plan (KERP). As previously reported, "The 'threshold'
KEIP Payment is not earned unless the Debtors outperform the DIP
budget by generating at least $2 million of incremental cash flow
and close the Sale at a price at least equal to the Sale
consideration offered by the Stalking Horse Bidder (the 'Stalking
Horse Bid'). All other KEIP Payments are tied to obtaining
additional Sale consideration or recovering other non-operating
receipts (collectively, 'Incremental Proceeds'). The payout
structure for the KEIP Payments is as following: The performance
level 'threshold' for the performance metric of the stalking horse
bid & outperform DIP budget by $2M with 15% base salary the total
cost is $235,950; for 'Tier 1' with the performance metric of $5M
of incremental proceeds with 25% base salary the total cost is
$393,250; for 'Tier 2' with the performance metric of $10M of
incremental proceeds with 50% base salary the total cost is
$786,500 and for 'Stretch' with the performance metric of $25M of
incremental proceeds with 100% base salary, the total cost is
$1,573,000. Pursuant to the proposed KERP, the KERP Participants
would be eligible to receive retention payments (the 'KERP
Payments') in 3 equal installments on May 31, 2017, August 31,
2017, and November 30, 2017 (each, a 'KERP Payment Date'). The
KERP includes a discretionary pool of $200,000 that would be
established to provide retention payments to other critical
employees that are neither KERP Participants nor insiders. A high
level summary of the proposed KERP is as follows: For the program
'KERP' with 17 participants the total cost is $407,891 with cost of
$23,994 per participant; for the 'Discretionary Pool' with to be
determined participants the total cost is $200,000; and for the
'Total' program with to be determined participants the total cost
is $607,891."
About CIBER Inc.
CIBER, Inc. -- http://www.ciber.com/-- is a global information
technology consulting, services and outsourcing company. The
Company and 2 other affiliates sought bankruptcy protection on
April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). Christian
Mezger, chief financial officer, signed the petitions.
The Hon. Brendan Linehan Shannon presides over the cases.
The Debtors disclosed total assets of $334.2 million and total
liabilities of $171.9 million as of Sept. 30, 2016.
The Debtors hired Morrison & Foerster LLP as lead bankruptcy
counsel; and Saul Ewing LLP serves as local counsel. The Debtors
also tapped Houlihan Lokey as investment banker; Alvarez & Marsal
as restructuring advisor; and Prime Clerk LLC as noticing and
claims agent.
On April 19, 2017, a three-member panel has been appointed as the
official unsecured creditors committee. The Committee hired
Perkins Coie, LLP as counsel, Shaw Fishman Glantz & Towbin LLC, as
co-counsel, and BDO Consulting as financial advisor.
CINRAM GROUP: Committee Taps EisnerAmper as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of Cinram Group, Inc.
seeks approval from the U.S. Bankruptcy Court for the District of
New Jersey to hire a financial advisor.
The committee proposes to hire EisnerAmper LLP to provide these
services in connection with the Chapter 11 cases of Cinram Group
and its affiliates:
(a) analyze the financial operations of the Debtors;
(b) conduct investigation and provide forensic accounting
services regarding the Debtors' pre-bankruptcy activities
to identify potential causes of action;
(c) perform claims analysis;
(d) verify the material assets and liabilities;
(e) assist the committee in its analysis and review the
Debtors' monthly statements of operations;
(f) analyze transactions with insiders and related or
affiliated companies;
(g) prepare and submit reports to the committee;
(h) assist the committee in its review of the financial
aspects of a plan of reorganization or liquidation to be
submitted by the Debtors;
(i) attend meetings of creditors and conferences with
representatives of the creditor groups and their counsel;
(j) prepare hypothetical orderly liquidation analyses;
(k) monitor the sale or liquidation of any of the Debtors'
assets;
(l) analyze the tax and financial ramifications of any
proposed transactions with non-debtor affiliates;
(m) analyze the financial ramifications of any proposed
transactions including postpetition financing, sale of
assets, management compensation, and retention and
severance plans; and
(n) provide expert testimony and analysis in support of
potential litigation that may be investigated or
prosecuted by the committee.
The hourly rates charged by the firm range from $480 to $610 for
partners and directors, $320 to $475 for managers and senior
managers, and $125 to $315 for paraprofessionals and staff.
Allen Wilen, a partner at EisnerAmper, that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Allen Wilen
EisnerAmper LLP
111 Wood Avenue South
Iselin, NJ 08830
About Cinram Group, Inc.
Cinram Group, Inc., based in Livingston, New Jersey, and its
affiliates filed a Chapter 11 petition (Bankr. D.N.J. Lead Case No.
17-15258) on March 17, 2017. The petition was signed by Glenn
Langberg, chief executive officer.
Cinram Group, Inc. estimated $1 million to $10 million in both
assets and liabilities. Cinram Operations, Inc. estimated $1
million to $10 million in assets and under $50,000 in liabilities.
Cinram Property Group, LLC listed $10 million to $50 million in
assets and under $50,000 in liabilities.
The Hon. Vincent F. Papalia presides over the jointly administered
cases. Kenneth A. Rosen, Esq., at Lowenstein Sandler, LLP, serves
as bankruptcy counsel to the Debtors.
On April 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee members
are SIR Properties Trust, MPEG LA LLC, Technicolor Home
Entertainment Services Inc., and Richter LLP. Cole Schotz P.C.
serves as bankruptcy counsel.
COLD SPY: Can Use Direct Capital Collateral
-------------------------------------------
Judge Stephen C. St. John of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Cold Spy on the Inside,
LLC, doing business as Tune Up Plus, to use of the collateral of
Direct Capital Corp. to maintain its automotive repair business.
As adequate protection, the Debtor is authorized to remit monthly
payments of $900 by the 15th day of each month until the obligation
owed to Direct Capital is satisfied or until further order of the
Court related to the September 2014 Agreement.
In the event that the Debtor fails to remit any contemplated in a
timely basis, Direct Capital will issue a notice of default to the
Debtor and the Debtor's counsel, and the Debtor will have 20 days
to bring current.
In the event of dismissal or conversion, the adequate protection
payment terms contained are no longer applicable.
About Cold Spy on the Inside
Cold Spy on the Inside, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-71004) on March
22, 2017. The Debtor estimated assets of less than $50,000 and
liabilities of less than $1 million.
The case is assigned to Judge Stephen C. St. John.
No trustee, receiver or creditors' committee has been appointed.
COMPOUNDING DOCS: Needs Additional 90 Days to File Chapter 11 Plan
------------------------------------------------------------------
Compounding Docs, Inc. requests the U.S. Bankruptcy Court for the
Southern District of Florida to extend the deadline to file a Plan
and Disclosure Statement for 90 days, as well as the deadline to
assume or reject executory contracts and unexpired non-residential
leases until such time as the Debtor files its Plan.
Pursuant to the Court's prior Order Granting Motion for Extension
of the Debtor's Exclusivity Periods and Extending the Deadline to
File a Plan and Disclosure Statement, the Debtor was given until
June 13, 2017, within which to file a Plan and Disclosure, as well
as to assume or reject Executory Contracts and Unexpired Leases.
The Debtor relates that it has been working with its creditors to
resolve a host of issues so that it may generate and sustain a
profitable position in order to propose a confirmable plan of
reorganization.
The Debtor also relates that it will be pursuing its claim
objections shortly considering that the claims bar date for
non-governmental creditors and for governmental creditors has
already passed on February 13, 2017 and May 15, 2017,
respectively.
The Debtor also requests the Court to schedule a hearing on its
Motion before June 13, 2017.
About Compounding Docs
Compounding Docs, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-25312) on Nov. 15,
2016. The petition was signed by Dr. Charles Robertson, director.
The case is assigned to Judge Erik P. Kimball. At the time of the
filing, the Debtor had $100,000 to $500,000 in estimated assets and
$1 million to $10 million in estimated liabilities.
The Debtor is represented by Tarek K. Kiem, Esq. at Rappaport
Osborne Rappaport & Kiem, PL.
The U.S. Trustee has been unable to appoint an official unsecured
creditors committee in the case.
CONCH HOUSE: Hires Cantrell Ray as Appraiser
--------------------------------------------
Conch House Builders, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Cantrell Ray Real Estate, LLC, as appraiser to the Debtors.
Conch House requires Cantrell Ray to:
a. advise the Debtor as to the value of the Conch House
Property; and
b. help with the valuation of real property assets.
Cantrell Ray will be paid a fee of $7,500 for the appraisal of the
Debtors' property.
Cantrell Ray will be paid at the hourly rate of $295 for special
studies required by the Debtors, or for the preparation, testimony
at Deposition and Trial.
Cantrell Ray will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew P. Ray, president of Cantrell Ray Real Estate, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Cantrell Ray can be reached at:
Matthew P. Ray
CANTRELL RAY REAL ESTATE, LLC
9822 Tapestry Park Circle, Suite 201
Jacksonville, FL 32246
Tel: (904) 356-2054
Fax: (904) 356-5560
About Conch House Builders, LLC
Conch House Builders, LLC and its affiliate Conch House Builders
II, LLC, f/d/b/a Conch House Marina Resort, Inc., filed separate
Chapter 11 bankruptcy petitions (Bankr. M.D. Fla. Case Nos.
17-00767 and 17-00768, respectively), on March 8, 2017. The
petitions were signed by David M. Ponce, Jr., manager.
The Debtors are represented by Jason A Burgess, Esq., at the Law
Offices of Jason A Burgess, LLC.
At the time of filing, both Debtors had less than LLC in estimated
assets. Conch House Builders, LLC, had $10 million to $50 million
in estimated liabilities while Conch House Builders II, LLC,
$100,000 to $500,000 in estimated liabilities.
COVINGTON ROUTE: Hires Lawrence M. Klein as Counsel
---------------------------------------------------
Covington Route 300, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Lawrence M.
Klein, Attorney at Law, as counsel to the Debtor.
Covington Route requires Lawrence M. Klein to:
a. give the Debtor legal advice with respect to its powers and
duties in its financial situation and management of the
property of the Debtor;
b. take necessary action to void liens against your
Debtor's property;
c. prepare, on behalf of the Debtor, necessary petitions,
schedules, orders, pleadings and other legal papers; and
d. perform all other legal services for the Debtor which may
be necessary herein.
Lawrence M. Klein 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.
Lawrence M. Klein, member of Lawrence M. Klein, Attorney at Law,
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.
Lawrence M. Klein can be reached at:
Lawrence M. Klein, Esq.
LAWRENCE M. KLEIN, ATTORNEY AT LAW
17 North Plank Road
Newburgh, NY 12550
Tel: (845) 565-2100
Fax: (845) 565-2111
E-mail: lmkleinbk@gmail.com
About Covington Route 300, LLC
Covington Route 300, LLC, based in New Paltz, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 17-35780) on May 9, 2017. The
Hon. Cecelia G. Morris presides over the case. Lawrence M. Klein,
Esq., at Lawrence M. Klein, Attorney at Law, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $3.5 million in assets and
$7.85 million in liabilities. The petition was signed by Georgina
Tufano, president.
Covington Route 300, LLC, owns a property located at 202 & 204 Iron
Forge New Windsor, New York valued at $3.5 million.
D.J.W.S. HOLDING: Plan Outline Okayed, Plan Hearing on June 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
will consider approval of the Chapter 11 plan of reorganization for
D.J.W.S. Holding, LLC, at a hearing on June 14.
The hearing will be held at 2:30 p.m., at Hale Boggs Federal
Building, Courtroom 705, 500 Poydras Street, New Orleans,
Louisiana.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 9.
The order set a June 7 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.
About D.J.W.S. Holding LLC
D.J.W.S. Holding, LLC filed a Chapter 11 bankruptcy petition
(Bankr. E.D. La. Case No. 17-10527) on March 8, 2017, disclosing
less than $1 million in both assets and liabilities. The Debtor is
represented by P. Douglas Stewart, Jr., Esq., at Stewart Robbins &
Brown, LLC.
On May 9, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
DAMON G. DOUGLAS: Hires Bederson as Accountant
----------------------------------------------
Damon G. Douglas Company, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Bederson LLP, as
accountant to the Debtor.
Damon G. Douglas requires Bederson LLP to:
a. prepare and review monthly operating statements;
b. prepare and file tax returns; and
c. render all other accounting services as may be required by
the Debtor in the usual operation of business.
Bederson LLP will be paid at these hourly rates:
Partners $375-$515
Managers $300-$325
Senior Accountants $260
Junior Accountants $220-$225
Paraprofessionals $165
Bederson LLP received a retainer in the amount of 15,000, of which
the amount of $5,622.01 was used in fees and expenses, leaving
$9,377.99, to be applied to post petition services.
Bederson LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew Schwartz, partner of Bederson 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.
Bederson LLP can be reached at:
Matthew Schwartz
BEDERSON LLP
347 Mt. Pleasant Avenue
West Orange, NJ 07052
Tel: (973) 736-3333
Fax: (973) 736-9219
About Damon G. Douglas Company
Damon G. Douglas Company, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 17-18415) on April 25, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Brian Gregory Hannon, Esq., at the Law Office of
Norgaard O'Boyle.
DAVE JOHNSON: Perez Buying 2006 Mercedes-Benz CLK350 for $7.5K
--------------------------------------------------------------
Dave Johnson asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of 2006 Mercedes-Benz
CLK350 Coupe 2D, VIN WDBTJ56J56F176506, other than the ordinary
course of business to Christopher Perez for $7,500.
The vehicle has standard equipment for this model. The current
mileage is 74,123. It's color is blue. The Kelly Blue Book
estimates value for the vehicle in good condition shows to be
$6,144. The vehicle is not subject to any liens or encumbrances.
It is not necessary for a successful reorganization. The Debtor
has not received any other offers for the purchase of the vehicle.
The purchase price is a fair price for the vehicle considering its
age, condition, mileage, etc. The sale is "as is" with no
representations or warranties of any kind. The sale is not subject
to overbid.
A copy of the Bill of Sale attached to the Motion is available for
free at:
http://bankrupt.com/misc/Dave_Johnson_42_Sales.pdf
The funds received from the sale of the vehicle will be deposited
into the Debtor's DIP bank account.
The sale is in the best interests of the estate as the vehicle is
depreciating asset and is not necessary for a successful
reorganization. Accordingly, the Debtor respectfully asks the
court to approve the sale of vehicle on the terms and conditions
set forth.
The Purchaser can be reached at:
Christopher Perez
3188 Royal Oaks Drive
Thousand Oaks, CA 91362
Counsel for the Debtor:
Larry Fieselman, Esq.
OAK TREE LAW
10900 183rd St., Suite 270
Cerritos, CA 90703
Telephone: (562) 741-3943
Facsimile: (562) 264-1496
E-mail: larry@iaktreelaw.com
Dave Johnson sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 17-10402) on March 8, 2017. The Debtor tapped Julie J.
Villalobos, Esq., at Oak Tree Law, as counsel.
DAVID AND VERDA: Greenwich Secured Claim to Get $5,064 Over 36 Mos
------------------------------------------------------------------
David and Verda Dicorte Revocable Trust filed with the U.S.
Bankruptcy Court for the Northern District of Georgia a disclosure
statement dated May 10, 2017, referring to the Debtor's plan of
reorganization.
Class 1 consists of the claims of Greenwich Investors XLIX Trust,
which holds (i) Promissory Note dated 9/30/10 from Frank J. Yore
and Karen Hope Yore to Wakulla Bank in the original principal
amount of $971,959.20, as assigned to Greenwich Investors Trust
XLIX Trust 2015-1 from CRE Venture 2011-1, LLC, as assignee from
the FDIC as Receiver for Wakulla Bank; and (ii) Real Estate
Mortgage securing the Note dated 9/30/10 executed by Karen Hope
DiCorte Yore, as Trustee of the David and Verda Dicorte Revocable
Trust Agreement, recorded 10/15/10 in Book 8444, Page 671, Pasco
County, Florida granting a security interest in commercial real
estate commonly known as (a) 6208-6210 Grand Boulevard, New Port
Richey, Pasco County, Florida, as well as all rents, issues and
profits related to the property; and (b) 7780 Little Road, New Port
Richey, Pasco County, Florida, as well as all rents, issues and
profits related to the property; and (iii) Final Judgment of
Foreclosure entered in favor of CRE Venture 2011-1, LLC in the
Circuit Court of the Sixth Judicial Circuit in and for Pasco
County, Florida against Karen Hope Dicorte Yore, as Trustee of The
David and Verda DiCorte Revocable Trust Agreement.
As of the “Petition Date, the amount of principal and interest
due and owing to Greenwich under the Note was $1,097,426.13. The
Plan will use funds from the Properties' rental income to pay the
claim as follows:
* $600,000.00 will be paid as a secured claim based on the value
of the Collateral. The Greenwich Secured Claim will be paid by the
Debtor in full plus interest accruing at the rate of 6.00% per
annum over a term of 36 months. The Debtor will make monthly
payments in the amount of $5,064.00 on the Secured Claim beginning
on the 1st day of the month immediately following the Effective
Date of the Plan, and continuing on the 1st day of each month
thereafter. The Debtor will make a final balloon payment of all
outstanding amounts due and owing on the Greenwich Secured Claim on
or before July 1, 2020.
* Greenwich will have an allowed general unsecured claim in the
amount of $370,000.00 classified as Class 4 under the Plan. The
Greenwich Unsecured Claim will be paid no less than $500.00 per
month over the term of the Plan.
The Debtor will satisfy all claims from the rental revenue from the
property. The property owned by Debtor constitutes commercial real
estate commonly known as 6208-6210 Grand Boulevard, New Port
Richey, Pasco County, Florida, and 7708 Little Road, New Port
Richey, Pasco County, Florida.
The Plan provides that the Debtor will act as the disbursing agent
to make payments under the Plan unless Debtor appoints some other
person or entity to do so. The Debtor may maintain bank accounts
under the confirmed Plan in the ordinary course of business. The
Debtor may also pay ordinary and necessary expenses of
administration of the Plan in due course.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ganb16-60447-45.pdf
About David and Verda DiCorte
The David and Verda DiCorte Revocable Trust is a family trust
created by David Vincent DiCorte and accepted by Karen Hope DiCorte
Yore pursuant to the laws of the State of Florida for the benefit
of Grantors adult children, Billy David DiCorte, Roy Lee DiCorte,
Karen Hope DiCorte Yore, and Naomi Lynn DiCorte Carmen.
The Trust filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga.
Case No. 16-60447) on June 15, 2016. The petition was filed pro
se. Howard P. Slomka, Esq., at Slomka Law Firm PC, serves as the
Debtor's bankruptcy counsel.
No committee has been appointed in the Debtor's case.
DIAMONDHEAD CASINO: Will File Form 10-Q Within Grace Period
-----------------------------------------------------------
Diamondhead Casino Corporation notified the Securities and Exchange
Commission on Form 12b-25 regarding the delay in the filing of its
quarterly report on Form 10-Q for the period ended March 31, 2017.
Diamondhead was unable to complete the preparation of its Quarterly
Report within the prescribed time period because it experienced
unforeseen delays in the collection and compilation of certain
financial and other data to be included in the report and the
associated financial statements and notes. This information could
not have been obtained without unreasonable effort or expense to
the Registrant. The Company is working diligently to finalize this
data and anticipates filing its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2017, within the prescribed period
allowed by Rule 12b-25.
About Diamondhead Casino
Largo, Fla.-based Diamondhead Casino Corporation, from inception
through approximately August of 2000, operated gaming vessels in
international waters. The Company eventually divested itself of
its gaming operations to satisfy financial obligations to its
vendors, lenders and taxing authorities and to focus its resources
on the development of a casino resort in Diamondhead, Mississippi.
The Company owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 404.5 acre tract of unimproved
land in Diamondhead, Mississippi. The property is located at 7051
Interstate 10. The Company intends, in conjunction with unrelated
third parties, to develop the site in phases beginning with a
casino resort. The casino resort is expected to include a casino,
a hotel and spa, pools, a sport and entertainment center, a
conference center and a state-of-the-art recreational vehicle
park.
Diamondhead reported a net loss applicable to common stockholders
of $1.28 million for the year ended Dec. 31, 2016, compared to net
income applicable to common stockholders of $53,242 for the year
endd Dec. 31, 2015. As of Dec. 31, 2016, Diamondhead had $5.60
million in total assets, $9.05 million in total liabilities and a
total stockholders' deficiency of $3.45 million.
Friedman LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred
significant recurring net losses over the past several years. In
addition, the Company has no operations, except for its efforts to
develop the Diamondhead, Mississippi property. Those efforts may
not contribute to the Company's cash flows for the foreseeable
future. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The Company's
continued existence is dependent upon its ability to raise the
necessary capital with which to satisfy liabilities, fund future
costs and expenses and develop the Diamondhead, Mississippi
property.
DIGNITY & MERCY: Plan Outline Okayed, Plan Hearing on June 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
is set to hold a hearing on June 20 to consider approval of the
Chapter 11 plan for Dignity & Mercy Adult Day Services LLC.
The hearing will be held at 10:00 a.m., at the Cochran U.S.
Bankruptcy Courthouse, 703 Highway 145 North, Aberdeen,
Mississippi.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 9.
The order set a June 12 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.
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.
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.
Judge Jason D. Woodard presides over the case. The Debtor is
represented by Kevin F. O'Brien, Esq., at O'Brien Law Firm, LLC
O'Brien Law Firm, LLC. The Myles CPA Firm, PLLC serves as its
accountant.
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi has entered an Order directing the
U.S. Trustee to appoint a disinterested person to serve as Patient
Care Ombudsman for Dignity & Mercy, Adult Day Services, LLC.
E. ALLEN REEVES: Selling Vehicles and Miscellaneous Assets for $77K
-------------------------------------------------------------------
E. Allen Reeves, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize the sale of vehicles
for $39,875 and miscellaneous assets for $36,650.
The Debtor, founded in 1918, was a commercial and residential
contractor in Pennsylvania and New Jersey. It Debtor has ceased
operations and seeks to liquidate its excess and unused equipment
and vehicles ("Vehicles").
Through it continued efforts, the Debtor obtained purchase offers
for these Vehicles in their amounts:
a. 2002 Ford Explorer (VIN 1FMDU73E92UA48139): $300 from Kevin
Young;
b. 2012 Mercedes Model S550V4 (VIN WDDNG9EB9CA457278): $15,500
from Robert Reeves, Jr.;
c. 2016 GMC Arcadia (VIN IGKKVRKD5GJ343913): $20,000 from
Reeves, Jr.;
d. 2007 Carmate 6x12 Storage Trailer: $1,500 from Ken Fort;
e. 8 Foot Aluminum Brake: $125 from Fort; and
f. 2008 Subaru Forester (VIN JFISG65608H703153): $2,450 from
Fort.
The Debtor has also received these offers on equipment and other
assets ("Miscellaneous Assets"):
a. 2 Used Panasonic Toughbook Laptop with l docking station:
$400 from Joe Zajaczkowski; and
b. Refundable Equity for the Golf Membership at Bay Colony Golf
Club, located in Naples, Florida, for $36,250 from Reeves, Jr.
As of the Filing Date, the Debtor owned, and continues to own, the
Vehicles and Miscellaneous Assets. The closing on the Purchase
Offers and subsequent title transfers will occur within five days
after the Court approves the same.
The Purchase Offers contemplate the sale of the Vehicles to the
buyers for the purchase prices listed. The Purchase Offers also
contemplate the sale of the Miscellaneous Assets to the Buyers for
the purchase prices listed. The Buyers are unrelated to the Debtor
or any of the Debtor's affiliates, officers, or agents. The
current market values for the Miscellaneous Assets are derived from
listings for comparable assets valued as "used" and the Debtor's
schedules with specific regard to the asset listed.
A copy of the Purchase Offers attached to the Motion is available
for free at:
http://bankrupt.com/misc/E_Allen_Reeves_147_Sales.pdf
The proceeds from the identified and future sales will be utilized
by the Debtor in to fund its Liquidating Plan and pay creditors.
The Debtor avers that, with the sales of its unused vehicles and
assets as specified, as set forth in the Purchase Offers, it will
generate funds to distribute to unsecured creditors under its
Liquidating Plan.
The Debtor submits that the decision to sell the Vehicles and
Miscellaneous Assets is based upon its sound business judgment and
should be approved. Their operations will not be diminished by the
sale of the Vehicles and Miscellaneous Assets. The Debtor thus
believes that the sale of the Vehicles and Miscellaneous Assets
will provide the best result for its estate and creditors.
Accordingly, the Debtor asks the Court to approve the sale of the
Vehicles and Miscellaneous Assets free and clear of any and all
liens, claims, encumbrances and interests.
The Purchasers can be reached at:
Kevin Young
2936 Goucher Avenue
Delanco, NJ 08075
Robert N. Reeves Jr.
E-mail: robreeves18@gmail.com
Ken Fort
Telephone: (267) 885-9342
E-mail: kenmenfort8@gmail.com
Joe Zajaczkowski
E-mail: JoeZ@eareeves.com
About E. Allen Reeves
Founded in 1918, E. Allen Reeves, Inc. is a commercial and
residential contractor based in Abington, Pennsylvania. E. Allen
Reeves sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 17-11354) on February 27, 2017. The
petition was signed by Robert N. Reeves, Jr., president.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
The case is assigned to Judge Ashely M. Chan. The Debtor hired
Ciardi Ciardi & Astin, P.C. as legal counsel; Kreischer Miller as
accountant; and Davis Bucco, Esq., as special counsel.
EAST 30A RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: East 30A Restaurant Associate, LLC
10343 East Hwy 30A, Ste 125
Seacrest Beach, FL 32461
Case No.: 17-30450
Business Description: Restaurant and lounge owner based in
Seacrest Beach
Chapter 11 Petition Date: May 19, 2017
Court: United States Bankruptcy Court
Northern District of Florida (Pensacola)
Judge: Hon. Jerry C. Oldshue Jr.
Debtor's Counsel: Clay Brown Adkinson, Esq.
ADKINSON LAW FIRM, LLC
P.O. Box 1207
DeFuniak Springs, FL 32435
Tel: 850-892-5195
E-mail: clay@adkinsonlaw.com
Total Assets: $1.45 million
Total Liabilities: $235,372
The petition was signed by Kim Salinger, managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb17-30450.pdf
EB HOLDINGS: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: EB Holdings II, Inc.
2777 N. Stemmons Fwy
Ste. 1800
Dallas TX 75207
Case Number: 17-12642
Type of Business: Owner of the world's largest lead producer
Involuntary Chapter 11 Petition Date: May 18, 2017
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. Mike K. Nakagawa
Alleged Debtor's
Counsel: Gregory E Garman, Esq.
GARMAN TURNER GORDON
650 White Drive, Suite 100
Las Vegas, NV 89119
Tel: (725) 777-3000
Fax: 725-777-3112
Email: ggarman@gtg.legal
GLAS USA LLC's Counsel: Andrew Goldman, Esq.
WILMER CUTLER PICKERING HALE AND DORR LL
250 Greenwich St.
New York, NY 10007
Tel: 212-230-8836
Email: andrew.goldman@wilmerhale.com
- and -
Matthew C. Zirzow, Esq.
LARSON & ZIRZOW
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: 702-382-1170
Fax: 702-382-1169
Email: mzirzow@lzlawnv.com
Goldentree
Master's
Counsel: Brett A. Axelrod, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive Ste 700
Las Vegas, NV 89135
Tel: (702) 262-6899
Fax: (702) 597-5503
Email: baxelrod@foxrothschild.com
- and -
Paul M. Basta, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Ave
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: paul.basta@kirkland.com
Alleged creditors who signed the petition:
Petitioners Nature of Claim Claim Amount
----------- --------------- ----------------
GLAS USA LLC Loan Facility EUR1,802,961,230
solely in its capacity Obligations owed
as successor Administrative to each of the
Agent on behalf of each PIK Lenders
of the PIK Lenders
125 Half Mile Road, Suite 200
Red Bank, NJ 07701
Goldentree Master Fund, Ltd., Loan Facility EUR209,053,354
Intertrust Corp. Services Obligations
(Cayman) Ltd.
190 Elgin Avenue
Georgetown
Grand Cayman KY1-9005
Cayman Islands
Kneiff Tower Sarl Loan Facility EUR58,725,452
6D, Route De Treves Obligations
Senningerberg L-2633
Luxembourg
Mount Kellett Master Loan Facility EUR200,402,145
Fund II-A, LP Obligations
1345 Avenues of the Americas
New York, NY 10105
Grace Bay III Loan Facility EUR127,192,904
Holdings S.A.R.L. Obligations
2 Rue Hilegard Von Bingen
Luxembourg 1282
Arvo Investment Loan Facility EUR176,235,525
Holdings S.a.r.l. Obligations
6C,Rue Gabriel Lippmann
Munsbach L5362
Luxembourg
Sound Point Montauk Fund L.P. Loan Facility EUR1,577,591
375 Park Avenue 33rd Floor Obligations
New York, NY 10152
FINCO I: Fitch Assigns 'B' Short-Term Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned Long- and Short-term Issuer Default
Ratings (IDRs) of 'BB+' and 'B', respectively, to FinCo I LLC,
which will be the parent company of Fortress Investment Group LLC
(Fortress), after its acquisition by SoftBank Group Corp. (SBG).
Concurrently, Fitch has assigned an expected rating of 'BB+(EXP)'
to the $1.4 billion of five-year secured debt being issued in
connection with the acquisition. For more information on the
transaction, please refer to Fitch's press release, "Fitch
Downgrades Fortress' Ratings to 'BB+'; Expects to Rate Secured Debt
'BB+'; Outlook Stable", available on Fitch's website at
www.fitchratings.com.
KEY RATING DRIVERS - IDRs and SECURED DEBT
FinCo I LLC's ratings align with those of Fortress and reflect
Fortress' established position as a global alternative investment
manager (IM), experienced management team, stable cash flow
generation, reduced management fee exposure to net asset value
(NAV), moderate and declining balance sheet co-investment, and
adequate liquidity profile.
The ratings are constrained by limited revenue diversity relative
to more highly rated peers, investment concentrations within its
private equity fund and vehicles, historical underperformance in
certain funds and business segments and the expectation for a
primarily secured funding profile post-acquisition. The ratings are
also constrained by 'key man' risk, which is institutionalized
throughout many limited partnership agreements and reputational
risk, which can affect the company's ability to raise future
funds.
The expected secured debt rating is equalized with FinCo I LLC's
IDR, reflecting Fitch's expectation of average recovery prospects
for the debt class. The secured debt will be partial guaranteed (on
an unsecured basis) by a SBG-owned entity (SBG Guarantor), until
such time as leverage falls below 2.0x as calculated by the
company. The SBG Guarantor's assets solely consist of certain
shares in Social Finance, Inc. (SoFi), a privately-held online
personal finance company of which SBG is a minority shareholder.
FinCo I LLC's secured debt rating is unaffected by this guarantee
given the limited transparency around the on-going valuation of the
SoFi investment and the potential market value haircut that could
be incurred if the SoFi shares needed to be liquidated to honor the
guarantee given SBG's single concentrated, minority private equity
position.
In addition to the unsecured guarantee from the SBG Guarantor, the
debt issued by FinCo I LLC will be joint and severally guaranteed
by certain parent companies of the issuer and the intermediate
holding company that will be the direct parent of Fortress
post-acquisition.
The Stable Rating Outlook reflects Fitch's expectations for stable
management fees and fee-related-EBITDA generation, given continued
fund raising and an increase in permanent capital fee-earning
assets under management (FAUM), combined with debt principle
reduction that is expected to reduce leverage below 6.0x in 2018,
which is adequate for the rating category.
RATING SENSITIVITIES - IDR and SECURED DEBT
Negative rating pressure could be driven by an inability to reduce
leverage below 6.0x over Fitch's outlook horizon, a reduction in
management fees resulting from significant redemption activity or
declining fee rates, material declines in asset values and/or a
diminished liquidity profile. Deterioration in the credit profile
of SBG combined with inadequate limitations on SBG's ability to
extract liquidity from Fortress to the detriment of debt holders,
could pressure Fortress' ratings.
Positive rating momentum could result from a reduction in leverage
to within Fitch's 'bbb' quantitative benchmark range of 2.5x to
4.0x, continued FAUM growth, improved FEBITDA margin, increased
revenue diversity, increased funding flexibility through access to
additional unsecured debt and/or diversified funding sources, and
maintenance of strong liquidity levels.
The expected secured debt rating is equalized with FinCo I LLC's
IDR and therefore, would be expected to move in tandem with any
changes to FinCo I LLC's IDR.
Fortress, a Delaware incorporated limited liability company, is a
global alternative IM specializing in private equity, credit funds,
permanent capital vehicles and hedge funds. As of March 31, 2017,
AUM amounted to $70.2 billion. The company's stock is listed on the
NYSE under the ticker 'FIG'.
Fitch has assigned the following ratings:
FinCo I LLC
-- Long-term IDR 'BB+';
-- Short-term IDR 'B'.
Fitch has assigned the following expected ratings:
-- Secured debt 'BB+(EXP)'.
Fitch has withdrawn the following expected rating:
Fortress Investment Group LLC
-- Senior secured term loan 'BB+(EXP)'.
FLORIDA EAR: Hires Williams Parker as Special Counsel
-----------------------------------------------------
Florida Ear & Sinus Center, P.A., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Williams Parker Harrison Dietz & Getzen, as special counsel to the
Debtor.
Florida Ear requires Williams Parker to provide legal services and
advise in connection with general corporate, tax, healthcare and
regulatory issues.
Williams Parker will be paid at the hourly rates of $275-$495.
Williams Parker will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael Wilson, member of Williams Parker Harrison Dietz & Getzen,
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.
Williams Parker can be reached at:
Michael Wilson, Esq.
WILLIAMS PARKER HARRISON DIETZ & GETZEN
200 South Orange Avenue
Sarasota, FL 34236
About Florida Ear & Sinus Center, P.A.
Headquartered in Sarasota, Florida, Florida Ear & Sinus Center,
P.A., owns and operates a medical practice which specializes in the
treatment of diseases and surgery of the ears, nose and throat.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Fla. Case No. 17-01120) on Feb. 13, 2017, estimating its assets and
liabilities at between $100,001 and $500,000 each. Harley E.
Riedel, Esq., at Stichter Riedel Blain & Postler, P.A., serves as
the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the case.
FLYGLO LLC: Seeks to Hire Akin Gump as Special Counsel
------------------------------------------------------
FlyGLO, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Louisiana to hire Akin Gump Strauss Hauer &
Feld LLP as special counsel.
The firm will advise the Debtor regarding the Department of
Transportation's rules and regulations applicable to its operation
as an indirect air carrier, its relationship with Corporate Flight
Management Inc., and its business dealings with vendors.
The hourly rates charged by the firm range from $305 to $1,350 for
attorneys, and $150 to $460 for paralegals. Susan Lent, Esq., and
Joseph Whitehead, Esq., the attorneys expected to represent the
Debtor, will charge $845 per hour and $760 per hour, respectively.
Ms. Lent disclosed in a court filing that her firm does not
represent or hold any interest adverse to the Debtor.
The firm can be reached through:
Susan H. Lent, Esq.
Akin Gump Strauss Hauer & Feld LLP
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Tel: +1 202-887-4000
Fax: +1 202-887-4288
About FlyGLO LLC
FlyGLO, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. La.
Case No. 17-11015) on April 23, 2017. The petition was signed by
Calvin C. "Trey" Fayard, III, chief executive officer. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and liabilities.
The Hon. Elizabeth W. Magner presides over the case. Heller,
Draper, Patrick, Horn & Dabney, LLC represents the Debtor as
counsel.
No trustee or official committee has been appointed.
FOLTS HOME: Receiver Hires Koch & Schmidt, and Hancock Estabrook
----------------------------------------------------------------
HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, which
were appointed receivers by the New York State Department of Health
for Folts Home, et al., seek authority from the U.S. Bankruptcy
Court for the Northern District of New York to employ professionals
to the Receivers.
On November 1, 2014, the New York State Department of Health
("DOH"), the Receivers, and the Debtors signed Receivership
Agreements, pursuant to which the Receivers were appointed
receivers of the Facilities. The HomeLife receiverships commenced
on February 14, 2015, following the DOH's final approval of the
HomeLife Receivership Agreements.
Pursuant to the HomeLife Receivership Agreements:
a. The Receiver was vested with authority over all assets of
the Debtors to be held in trust.
b. All items of personal and real property, including
accounts, at the adult home facility and a nursing home
facility (the "Facilities")were made available to the
Receiver to the extent of the Debtors' possessory interests
therein, including the use of the premises by the Receiver.
c. The Receiver was accorded all powers, rights, duties and
obligations of a receiver appointed in an action to
foreclose a mortgage on real property and in equity and the
Receiver was also provided with all the powers, duties,
rights and obligations as if appointed under the Public
Health Law of the State of New York.
d. The Receiver also has the powers, duties, rights and
obligations as if appointed under the Social Services Law.
The Receiver seeks to employ Koch & Schmidt, LLC, and Hancock
Estabrook, LLP, as professionals to advise the Receiver during the
pendency of the Chapter 11 case.
Koch & Schmidt will be paid at these hourly rates:
Attorney $300
Paralegal $135
Koch & Schmidt will be paid a retainer in the amount of $12,500.
Koch & Schmidt will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Hancock Estabrook will be paid at these hourly rates:
Partners $220-$430
Assocites $175-$220
Paralegals $130
Hancock Estabrook will require no retainer, and will be reimbursed
for reasonable out-of-pocket expenses incurred.
F. Evans Schmidt, member of Koch & Schmidt, LLC, and R. John Clark,
partner of Hancock Estabrook, LLP, assured the Court that the firms
are a "disinterested persons" as the term is defined in Section
101(14) of the Bankruptcy Code and (a) are not creditors, equity
security holders or insiders of the Debtors; (b) have not been,
within two years before the date of the filing of the Debtors'
chapter 11 petition, directors, officers or employees of the
Debtors; and (c) did 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.
The professionals can be reached at:
F. Evans Schmidt, Esq.
KOCH & SCHMIDT, LLC
650 Poydras Street, Suite 2660
New Orleans, LA 70130
Tel: (504) 620-6633
Fax: (504) 208-9041
E-mail: eschmidt@kochschmidt.com
- and -
R. John Clark, Esq.
HANCOCK ESTABROOK, LLP
100 Madison Street, 1500 AXA Tower I
Syracuse, NY 13202
Tel: (315) 565-4500
Fax: (315) 565-4600
E-mail: rjclark@hancocklaw.com
About Folts Home
Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York. In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program. Folts Home also offers rehabilitation services, such as
physical, occupational and speech therapy, on both inpatient and
out-patient bases. Currently, Folts Home has approximately 218
active employees. Approximately 124 of the employees are full-time,
60 are part-time and 34 employees are employed on a per diem
basis.
None of Folts Home's employees are represented by labor unions.
Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York. FAH
residents reside in separate apartments and are provided services
such as daily meals, laundry, housekeeping and medication
assistance. FAH has approximately 22 active employees.
Approximately 12 are full-time employees and 10 are part-time
employees. None of FAH's employees are represented by labor
unions.
Folts Home and FAH currently have average daily censuses of 145 and
69, respectively. Folts Home has 3 major payors: Medicare, Medicaid
and Excellus/Blue Cross. The majority of FAH residents Are
government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.
Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.N.Y. Case Nos. 17-60139 and 17-60140, respectively) on
Feb. 16, 2017. The Chapter 11 cases are being jointly administered
under Bankruptcy Rule 1015(b) pursuant to an order of the Court.
Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.
William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as patient care ombudsman for the Debtors.
FORESIGHT ENERGY: Bank Debt Trades at 4% Off
--------------------------------------------
Participations in a syndicated loan under Foresight Energy is a
borrower traded in the secondary market at 96.05
cents-on-the-dollar during the week ended Friday, May 12, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.55 percentage points from the
previous week. Foresight Energy pays 575 basis points above LIBOR
to borrow under the $0.825 billion facility. The bank loan matures
on March 7, 2022 and carries Moody's B2 rating and Standard &
Poor's B rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 12.
FOREVERGREEN WORLDWIDE: Has Difficulty Completing Form 10-Q
-----------------------------------------------------------
ForeverGreen Worldwide Corp. was unable, without unreasonable
effort and expense, to file its Form 10-Q for the period ended
March 31, 2017, within the prescribed time period due to its
difficulty in obtaining and completing the financial and other
information required for that report.
About ForeverGreen Worldwide
Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC. The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.
For the year ended Dec. 31, 2016, ForeverGreen reported a net loss
of $5.90 million on $40.27 million of net total revenues for
the year ended Dec. 31, 2016, compared to a net loss of $2.62
million on $67.12 million of net total revenues for the year ended
Dec. 31, 2015. As of Dec. 31, 2016, ForeverGreen had $5.72 million
in total assets, $13.37 million in total liabilities and a $7.64
million total stockholders' deficit.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has suffered net losses since inception and has accumulated
a significant deficit. These factors raise substantial doubt about
its ability to continue as a going concern.
FTE NETWORKS: Lateral Has 38.7% Stake as of May 8
-------------------------------------------------
Lateral Investment Management, LLC, et al., disclosed in a
regulatory filing with the Securities and Exchange Commission that
as of May 8, 2017, they beneficially own in the aggregate
58,064,127 shares of common stock of FTE Networks, Inc.,
representing approximately 38.7% of the outstanding shares of
Common Stock.
Shares Percentage
Beneficially of
Reporting Persons Owned Shares
----------------- ------------ ----------
Lateral Investment Management, LLC 58,064,127 38.7%
Lateral FTE Feeder LLC 12,163,096 8.1%
Lateral U.S. Credit Opportunities 32,621,339 21.7%
Fund, L.P.
Lateral Credit Opportunities, LLC 32,621,339 21.7%
Kenneth Masters 58,064,127 38.7%
Dhamitha Richard de Silva 58,064,127 38.7%
The percentage is based on 150,056,039 shares of Common Stock
outstanding as of May 8, 2017, as disclosed to the Reporting
Persons by FTE.
On May 8, 2017, the Reporting Persons beneficially acquired
26,215,409 shares of FTE's Common Stock in connection with the
Issuer's acquisition of all of the issued and outstanding shares of
common stock of Benchmark Builders, Inc., and as a result became
the beneficial owner in the aggregate of 58,064,127 shares of the
Issuer's Common Stock and had (a) sole voting and sole dispositive
power with respect to 0 shares of the Issuer's Common Stock and (b)
shared voting and shared dispositive power with respect to
58,064,127 shares of the Issuer's Common Stock.
A full-text copy of the Schedule 13D is available for free at:
https://is.gd/rBKrhk
About FTE Networks
FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint. Since its inception, FTE Networks has steadily advanced
its management, operational and technical capabilities to become a
leading provider of services to the telecommunications and wireless
sector with a focus on turnkey solutions. FTE Networks provides a
comprehensive array of services centered on quality, efficiency and
customer service.
FTE Networks reported a net loss of $6.23 million for the year
ended Dec. 31, 2016. The Company also reported a net loss of $3.55
million for the year ended Sept. 30, 2015. As of Dec. 31, 2016,
FTE Networks had $14.73 million in total assets, $24.59 million in
total liabilities, $437,380 in total temporary equity and a $10.30
million total stockholders' deficiency.
GARDEN FRESH: Exclusive Plan Filing Period Extended to July 31
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods within which
only Fresh-G Restaurant Intermediate Holding, LLC (f/k/a Garden
Fresh Restaurant Intermediate Holding, LLC) and its affiliated
Debtors may file a chapter 11 plan and solicit acceptances to the
plan through July 31, 2017 and September 28, 2017, respectively.
The Troubled Company Reporter has previously reported that the
Debtors asked the Court to extend their exclusivity periods,
relating that they have conducted a thorough marketing process and
under an Asset Purchase Agreement, GFRC Acquisition LLC (n/k/a GFRC
Holdings LLC) had been designated as the Stalking Horse Bidder.
Subsequently, the Stalking Horse Bidder -- along with Garden Fresh
Restaurants LLC and GFRC Promotions LLC, the Purchaser -- had been
designated as the Successful Bidder since no Qualified Bids were
received prior to the Bid Deadline. Pursuant to the Purchase
Agreement, the Purchaser agreed, among other things, to acquire
substantially all of the Debtors' operating assets and assume
certain of the Debtors' liabilities in a sale transaction.
While the Debtors had successfully obtained approval of the Sale,
and now the Sale had closed, the Debtors needed additional time as
they were still continuing to work with the Purchaser to assume and
assign to the Purchaser certain executory contracts and unexpired
leases related to the Purchased Assets, which had been and will be
assumed and assigned by the Purchaser in connection with the Sale.
The Debtors also contended that since they had requested the Court
to extend the Exclusive Periods, they have expended considerable
effort closing the Sale and addressing various Sale related items,
specifically: (a) resolving the various objections filed to the
Sale; (b) retaining RAS Management Advisors, LLC to provide Timothy
D. Boates as Chief Restructuring Officer and additional personnel
on an as-needed basis; (c) setting a bar date for claims; (d)
assisting the Purchaser with the assumption and assignment of
executory contracts and unexpired leases, (e) rejecting certain
leases that the Purchaser does not wish assumed and assigned and
which provide no further economic benefit to the Debtors; and (f)
working with the Purchaser to reconcile Claims. Because of the
necessary priority placed upon attending to these demands, the
Debtors have not had sufficient time to adequately evaluate their
alternatives for a plan in these chapter 11 cases.
About Garden Fresh Restaurant
Intermediate Holding, LLC
Founded in 1978 and headquartered in San Diego, California, Garden
Fresh owns of 123 Souplantation and Sweet Tomatoes restaurants
across 15 states. Garden Fresh has 5,500 employees, approximately
5,000 of whom are employed on an hourly basis.
Fresh-G Restaurant Intermediate Holding, LLC f/k/a Garden Fresh
Restaurant Intermediate Holding, LLC, and its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case Nos.16-12174 to 16-12178)
on Oct. 3, 2016. The petitions were signed by John D. Morberg,
chief executive officer.
The Debtors have hired Morgan, Lewis & Bockius LLP as general
counsel; Young, Conaway, Stargatt & Taylor, LLP as local counsel;
Piper Jaffray Companies as financial advisor; and Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent.
At the time of the filing, Garden Fresh Restaurant Intermediate
Holdings estimated assets and debts at $0 to $50,000.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.
The Debtor has changed its name to Fresh-G Restaurant Intermediate
Holding, LLC following the sale of the Company's assets to GFRC
Holdings, which comprised a group of prepetition term loan lenders
affiliated with Cerberus Capital Management, L.P. and Ares Capital
Corp. The buyer submitted the only qualified bid -- a credit bid
$95 million against the debt it held against the Debtors plus an
agreement to assume certain of the company's liabilities post-sale
-- which was approved by the Court in January 2017.
GATOR EQUIPMENT: Hires Proprie'te' Shoppe as Real Estate Broker
---------------------------------------------------------------
Gator Equipment Rentals of Iberia, LLC, et al., seek authority from
the U.S. Bankruptcy Court for the Western District of Louisiana to
employ Proprie'te' Shoppe Real Estate, LLC, as real estate broker
to the Debtor.
Gator Equipment requires Proprie'te' Shoppe to market and sell the
Debtor's real property located at Apache Road, Houma, Louisiana.
Proprie'te' Shoppe will be paid a commission of 3% of the proceeds
of the sale.
Barbara Womack-Lirette, member of Proprie'te' Shoppe Real Estate,
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.
Proprie'te' Shoppe can be reached at:
Barbara Womack-Lirette
PROPRIE'TE' SHOPPE REAL ESTATE, LLC
102 Wilson Avenue
Houma, LA 70364
Tel: (985) 232-6901
About Gator Equipment Rentals of Iberia, LLC
Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of
Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment
Rentals, LLC, are engaged in the equipment rental business. Most of
the equipment rented is used in the construction and oil and gas
industries.
The Debtors filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
Nos. 16-51667) on Dec. 5, 2016. Judge Robert Summerhays oversees
the Debtors' cases. The Debtors are represented by Paul Douglas
Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond,
Esq., at Stewart Robbins & Brown LLC. They also have employed
BlackBriar Advisors, LLC to provide a chief restructuring officer;
and Gordon Brothers Asset Advisors, LLC as equipment appraisers.
Gator Equipment Rentals of Iberia and Gator Equipment Rentals of
Fourchon each listed under $50,000 in assets and between $1 million
and $10 million in liabilities. Gator Crane Service, and Gator
Equipment Rentals listed between $1 million and $10 million in both
assets and liabilities.
GENERAL NUTRITION: Bank Debt Trades at 8% Off
---------------------------------------------
Participations in a syndicated loan under General Nutrition is a
borrower traded in the secondary market at 92.00
cents-on-the-dollar during the week ended Friday, May 12, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.17 percentage points from the
previous week. General Nutrition pays 250 basis points above LIBOR
to borrow under the $1.35 billion facility. The bank loan matures
on March 2, 2019 and carries Moody's Ba3 rating and Standard &
Poor's BB rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended May 12.
GOD'S HOUSE OF REFUGE: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------------
Debtor: God's House of Refuge Christian Center, Inc.
P O Box 236414
Cocoa, FL 32923
Case No.: 17-03291
Type of Debtor: Religious Services & Organizations
Chapter 11 Petition Date: May 19, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Raymond J Rotella, Esq.
KOSTO & ROTELLA, P.A.
619 East Washington Street
Orlando, FL 32801
Tel: (407) 425-3456
Fax: (407) 423-5498
E-mail: rrotella@kostoandrotella.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Byron Jones, president.
A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-03291.pdf
GRANDPARENTS.COM: Bids for Domain Name, Other Assets Due May 31
---------------------------------------------------------------
A public auction of Granparents.com Inc. and Grand Card LLC's
assets including the domain name, www.granparents.com, will take
place on June 5, 2017, at 11:00 a.m. (Eastern), at the offices of
Akerman LLP, Three Brickell City Centre, 98 Southeast 7th Street,
Miami, Florida.
All parties interested to buy the Debtors' assets must submit a bid
on or before May 31, 2017, at 5:00 p.m. (Eastern). The minimum is
set at $2.1 million and a deposit of $210,000 is required. All
potential bidders must contact:
Steven R. Wirth
Akerman LLP
401 East Jackson Street
Suite 1700
Tampa, FL 33602
Tel: (813) 209-5093
Fax: (813) 218-5407
Email: steven.wirth@akerman.com
A hearing to approve the sale of the Debtors' assets will take
place on June 5, 2017, at 2:45 p.m. (Eastern) before the Hon.
Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern
District of Florida, located at the C. Clyde Atkins U.S.
Courthouse, 301 N. Miami Avenue, Courtroom 8, Miami, Florida.
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 petitions were signed by
Joshua Rizack, chief restructuring officer, The Rising Group
Consulting, Inc. The Hon. Laurel M. Isicoff presides over the
cases.
The Debtors listed combined assets of $1 million and combined
liabilities of $24.9 million.
The Debtors are represented by Steven R. Wirth, Esq. and Eyal
Berger, Esq., at Akerman LLP.
GUIDED THERAPEUTICS: Delays Filing of Form 10Q on Liquidity Issues
------------------------------------------------------------------
Struggling medical technology company Guided Therapeutics, Inc.,
notified the Securities and Exchange Commission regarding the delay
in the filing of its quarterly report on Form 10-Q for the quarter
ended March 31, 2017.
The Norcross, Georgia-based company said that during the first
quarter of 2017, it continued to experience considerable financial
constraints. These financial constraints have postponed the
ability of its auditors from reviewing the Form 10-Q and in
starting the Financial review process and thus resulted in delays
in the preparation and presentation of financial information.
Guided Therapeutics noted that these delays contributed to the
Company's inability to process and review the financial information
required to file the quarterly report on Form 10-Q by the date
required without incurring undue hardship and expense.
The Company expects to file its Form 10-Q within the permitted
extension period.
In its 2016 Form 10-K, the Company said that, "The Company's
capital-raising efforts are ongoing. If sufficient capital cannot
be raised during the second quarter of 2017, the Company will
continue its plans of curtailing operations by reducing
discretionary spending and staffing levels, and attempting to
operate by only pursuing activities for which it has external
financial support. However, there can be no assurance that such
external financial support will be sufficient to maintain even
limited operations or that the Company will be able to raise
additional funds on acceptable terms, or at all. In such a case,
the Company might be required to enter into unfavorable agreements
or, if that is not possible, be unable to continue operations, and
to the extent practicable, liquidate and/or file for bankruptcy
protection."
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.
Guided Therapeutics incurred a net loss attributable to common
stockholders of $4.99 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of $9.50
million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, the
Company had $1.49 million in total assets, $10.75 million in total
liabilities and a total stockholders' deficit of $9.26 million.
UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
H&H FARMS: Seeks to Hire Five Star as Auctioneer
------------------------------------------------
H&H Farms and its partners seek approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire an auctioneer and
appraiser.
In a court filing, H&H Farms and its partners, Johnnie and Lujean
Hartwell, propose to hire Five Star Auctioneers Inc. to appraise
certain farm machinery and equipment, and sell them at auction.
The firm will charge $100 per hour for its appraisal services, and
will get a commission of 8% of the proceeds from the sale.
Jim Summers, a partner at Five Star, disclosed in a court filing
that he and his firm have no connections with the Debtors or any of
their creditors.
Five Star can be reached through:
Jim Summers
Five Star Auctioneers Inc.
P.O. Box 1030
Plainview, TX 79073-1030
About H&H Farms
H&H Farms, which conducts business under the name Hartwell Harvest,
owns a property located at 3090 Ponderosa Ln. Dalhart, Texas.
H&H Farms sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
17-20106) on March 31, 2017. It estimated assets and liabilities
in the range of $1 million to $10 million. The petition was signed
by John L. Hartwell, partner.
Mr. Hartwell and his wife LuJean Hartwell also sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-20105) on March 31, 2017.
Both cases have been jointly administered, with Case No. 17-20105
as the lead case.
The Debtors tapped David R. Langston, Esq., at Mullin, Hoard &
Brown, L.L.P., as their bankruptcy counsel.
H&H FARMS: Seeks to Hire Travis Loe as Real Estate Appraiser
------------------------------------------------------------
H&H Farms and its partners seek approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire a real estate
appraiser.
In a court filing, H&H Farms and its partners, Johnnie and Lujean
Hartwell, propose to hire Travis Loe and Associates Inc. to
appraise a real property and testify as an expert witness.
The firm will be paid an hourly fee of $200 for its services.
Travis Loe, an appraiser in Randall County, Texas, disclosed in a
court filing that he has no connections with the U.S. trustee or
any creditor that holds interest adverse to the Debtor.
Travis Loe and Associates can be reached through:
Travis Loe
Travis Loe and Associates Inc.
9220 FM 2590, Soncy Road
Amarillo, TX 79119
Phone: (806) 358-7611
About H&H Farms
H&H Farms, which conducts business under the name Hartwell Harvest,
owns a property located at 3090 Ponderosa Ln. Dalhart, Texas.
H&H Farms sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
17-20106) on March 31, 2017. It estimated assets and liabilities
in the range of $1 million to $10 million. The petition was signed
by John L. Hartwell, partner.
Mr. Hartwell and his wife LuJean Hartwell also sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-20105) on March 31, 2017.
Both cases have been jointly administered, with Case No. 17-20105
as the lead case.
The Debtors tapped David R. Langston, Esq., at Mullin, Hoard &
Brown, L.L.P., as their bankruptcy counsel.
H&H FARMS: Taps D. Williams & Co. as Accountant
-----------------------------------------------
H&H Farms and its partners seek approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire an accountant.
In a court filing, H&H Farms and its partners, Johnnie and Lujean
Hartwell, propose to hire D. Williams & Co., P.C. to prepare their
monthly operating reports and financial statements, and provide
other accounting services related to their Chapter 11 cases.
Greg Taylor and Aryn Withrow, the accountants designated to provide
the services, will charge $230 per hour and $130 per hour,
respectively.
Mr. Taylor disclosed in a court filing that he has no connections
with the U.S. trustee or any creditor that holds interest adverse
to the Debtor.
D. Williams can be reached through:
Greg Taylor
D. Williams & Co., P.C.
1500 Broadway, Suite 400
Lubbock, TX 79401
Phone: (806) 785-5982
Toll Free: (800) 288-1933
Fax: (806) 785-9381
Email: info@dwilliams.net
About H&H Farms
H&H Farms, which conducts business under the name Hartwell Harvest,
owns a property located at 3090 Ponderosa Ln. Dalhart, Texas.
H&H Farms sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
17-20106) on March 31, 2017. It estimated assets and liabilities
in the range of $1 million to $10 million. The petition was signed
by John L. Hartwell, partner.
Mr. Hartwell and his wife LuJean Hartwell also sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-20105) on March 31, 2017.
Both cases have been jointly administered, with Case No. 17-20105
as the lead case.
The Debtors tapped David R. Langston, Esq., at Mullin, Hoard &
Brown, L.L.P., as their bankruptcy counsel.
HAIMlL REALTY: Premier Buying New York Condo Unit for $2.7M
-----------------------------------------------------------
Haimil Realty Corp. asks the U.S. Bankruptcy Court for the Southern
District of New York to authorize the private sale of its
commercial condominium unit within the building located at 209 East
2nd Street, Unit 1, New York, New York (Block 384, Lot 1301)
("Commercial Unit"), to Premier East 2nd, LLC, for $2,700,000.
The Debtor is the fee owner of the Commercial Unit which is
approximately 1,500 square feet in size (approximately 1,200 square
feet of ground level retail space and approximately 300 square feet
of basement space). The Commercial Unit is presently occupied by a
retail commercial tenant (i.e., DeGeest, LLC, doing business as
Wafels & Dinges) ("Commercial Tenant") pursuant to the Commercial
Tenant Lease which runs through 2022 with a five year renewal
option. The base rent payable to the Debtor by the Commercial
Tenant is currently $11,536 per month, plus real estate taxes of
$539.
The Debtor and the Commercial Tenant have had multiple disputes and
have been involved in protracted litigation over the course of the
past several years. In this regard, the Debtor has asserted that
the Commercial Tenant presently owes in excess of $150,000 in water
and sewer charges, violations and fines, amounts owed to
contractors, among other things. The Debtor has further asserted
that the Commercial Tenant has permitted New York City
Environmental Control Board violations to be assessed and,
thereafter, go un-remedied, against the Commercial Unit/the
building and has filed several construction applications/permits
with the New York City Department of Building which remain open,
all in violation of the Commercial Tenant Lease. Each time the
Debtor attempted to terminate the Commercial Tenant Lease on
account of the Commercial Tenant's defaults/violations, the
Commercial Tenant would commenced an action against the Debtor
seeking a "Yellowstone" injunction so as to stay such termination.
The Debtor and the Commercial Tenant are presently engaged in
litigation concerning the foregoing issues, among other things,
including the eviction of the Commercial Tenant from the Commercial
Unit and the recovery of the amounts owed by the Commercial Tenant
to the Debtor.
The Commercial Unit is presently encumbered by: (a) a consolidated
mortgage held by Dominion Financial Corp. securing obligations
totaling not more than $3,000,000; (b) real propetiy taxes owed to
the City of New York totaling $29,277 as of April 3, 2017; (c)
condominium common charges owed to 209 East 2nd Street Condominium
("Condominium") totaling approximately $29,1432 ; (d) a mechanic's
lien asserted by Early Plumbing & Heating, Inc. in the amount of
$2,400; (e) a judgment lien in favor of New York Commercial Real
Estate, LLC in the amount of $28,412; and (f) a judgment lien in
favor of Grubb & Ellis New York, Inc. in the amount of $28,607.
Additionally, the sum of $25,000 must be escrowed upon any sale of
the Commercial Unit for the purposes of completing the renovations
of Residential Unit required in order to obtain a permanent/full
Certificate of Occupancy for the residential unit owned by the
Debtor/the Building. As such, the total of the debt obligations
secured by or that are otherwise required to be paid with regard to
the Commercial Unit are believed to presently total, at most,
approximately $3,143,000.
On Jan. 17,2017, an Order was entered pursuant to which, among
other things, the Court directed that the Debtor "must confirm a
chapter 11 plan of reorganization on April 28, 2017, failing which
this case will be converted to a case under chapter 7". By Order
entered on April 3 , 2017, the Debtor's Disclosure Statement
relating to its proposed First Amended Chapter 11 Plan of
Reorganization ("Plan"), each dated March 24, 2017, was approved by
the Court. By Order entered on April 26, 2017, the Debtor's time
to confirm a chapter 11 plan was extended to May 23, 2017.
Briefly, the Plan provides for the full payment of all of the
Debtor's pre and post-Petition Date obligations, with applicable
interest, if any. The Plan further provides for Menachem
Haimovich's retention of his equity Interests in the Debtor. It is
proposed to be implemented by way of a post-confirmation sale of
the Commercial Unit and with the proceeds of certain "Exit
Financing" to be obtained by the Debtor.
Certain amendments to the Offering Plan applicable the Commercial
Unit required to be filed prior to any marketing or sale the
Commercial Unit submitted by the Debtor were accepted for filing by
the New York State Attorney General as of Feb. 24, 2017. Upon said
filing, the Debtor immediately began contacting real estate brokers
and third-parties who had previously expressed an interest in
acquiring the Commercial Unit concerning possible purchase offers.
The Debtor initially accepted a $3,300,000 purchase offer pursuant
to a signed Letter of Intent submitted to the Debtor which offers
the Debtor and his professionals considered to be well "above
market."
However, during the course of the negotiations, the proposed
purchaser refused to move forward with the transaction unless the
Debtor acquiesced to conditions concerning the need for an estoppel
certificate from the Commercial Tenant and the permitted use of the
Commercial Unit.
The Debtor subsequently engaged in discussions with the principal
of the Proposed Purchaser (Yaron Jacobi of Premier Equities) who
had previously been introduced to the Debtor by RPR Ventures, LLC,
a licensed real estate broker, as a possible purchaser of the
Commercial Unit. The Proposed Purchaser submitted a written offer
to the Debtor to purchase the Commercial Unit for the sum of
$3,000,000. However, following further due diligence by the
Proposed Purchaser and negotiations with the Debtor, the Proposed
Purchaser lowered its offer for the Commercial Unit to $2,700,000.
In consultation with it professionals, the Debtor determined that
the Proposed Purchaser's reduced purchaser offer likely (or at
least very nearly) represented the fair market value of the
Commercial Unit under current market conditions and given the
issues with, among other things, the Commercial Tenant and further
determined that further efforts to market the Commercial Unit would
not likely yield a significantly higher offer.
As such, and following extensive arm's-length negotiations with the
assistance of independent counsel, the Debtor and the Proposed
Purchaser subsequently entered into the Purchae Agreement.
The material terms of the Agreement are:
a. The Proposed Purchaser will pay the sum of $2,700,000 in
consideration of the Debtor's conveyance of its interests in the
Commercial Unit free and clear of all liens and encumbrances at
closing;
b. The proposed sale is for "all cash" and is not subject to any
mortgage contingency;
c. The Proposed Purchaser will take the Property "as is"
provided that it comports with the Agreement and the Offering
Plan;
d. The Debtor will assume and assign the Commercial Tenant Lease
to the Proposed Purchaser at closing;
e. The Debtor will retain any all pre-closing claims against the
Commercial Tenant for unpaid rent/additional rent;
f. The Proposed Purchaser has remitted a good faith deposit in
the amount of $270,000 which is currently being held in escrow by
the Debtor's special real estate counsel and will be applied to the
purchase price at closing;
g. The Debtor will pay a 3% ($81,000) brokerage commission to
RPR Ventures if the sale to the Proposed Purchaser is consummated;
h. The closing will take place within 60 days of notice to the
Proposed Purchaser of the satisfaction of the referenced conditions
subject to a single, 15-day, "time of the essence"
extension/adjournment at the request of either party; and
i. The Debtor will include language in any proposed Order
confirming a chapter 11 plan recognizing the deed conveying the
Commercial Unit to the Proposed Purchaser as an instrument of
transfer under real estate transfer taxes, mortgage recording tax
or similar tax, and will not be subject to any state, local or
federal law imposing sales tax. However, to the extent that any
taxes or fees incurred or assessed in connection with the Agreement
are due, such taxes and fees will be paid by the Proposed Purchaser
as provided for in the Agreement.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Haimil_Realty_167_Sales.pdf
The Debtor submits that the proposed sale of the Commercial Unit,
and the corresponding assumption and assignment of the Commercial
Tenant Lease to the Proposed Purchaser on a private sale basis
represents a sound exercise of business judgment by the Debtor and
that consummation thereof would be in the best interests of the
estate. Therefore, the Debtor asks the Court to approve the said
assumption and assignment Commercial Tenant Lease.
All liens, claims and encumbrances against the Commercial Unit will
be paid at closing or will attach to the proceeds of the proposed
sale.
The Debtor believes that the $2,700,000 purchase price proposed to
be paid under the Agreement represents the fair and reasonable
value of the Commercial Unit under the circumstances. Thus, the
Debtor does not believe that further marketing efforts with regard
to the Commercial Unit would result in a purchase offer that is
higher or better than the Proposed Purchaser's $2,700,000 offer.
Additionally, given the pending May 23, 2017 deadline by which the
Debtor must confirm a chapter 11 plan as well as the continuing
accrual of mortgage interest owed to Dominion totaling in excess of
$24,000 per month, it is imperative that a sale of the Commercial
Unit be immediately approved. Although the $2,700,000 purchase
price is not sufficient to satisfy all of the obligations secured
by or that are otherwise required to be paid with regard to the
Commercial Unit, the Debtor intends to use the proceeds of the Exit
Financing to make up any shortfall. Accordingly, the Debtor asks
the Court to approve the relief sought, and such other and further
relief as may be just and proper.
The Purchaser can be reached at:
PREMIER EAST 2ND, LLC
c/o Premier Equities
150 East 58th St., 23rd Floor
New York, NY 10155
Telephone: (212) 421-2624
About Haimil Realty Corp.
Haimil Realty Corp., based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 14-11779) on June 11, 2014,
in
Manhattan. The petition was signed by Menachem Haimovich,
president. Douglas J. Pick, Esq., at Pick & Zabicki LLP, serves
as
the Debtor's counsel.
In its schedules, the Debtor listed total assets of $5.57 million
and total liabilities of $332,847.
HAITIAN FIRST CHURCH: Taps Geo Real Estate Group as Broker
----------------------------------------------------------
Haitian First Church of the Bretheren Inc. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
a real estate broker.
The Debtor proposes to hire Geo Real Estate Group, Inc. in
connection with the sale of its real property located at 1781-83
Flatbush Avenue, Brooklyn, New York. The property will be sold for
$2.525 million.
The firm will get a commission of $100,000 for its services. No
other commission or fee will be charged.
Geo Real Estate Group is "disinterested" and has no connections to
the Debtor, according to court filings.
The firm can be reached through:
Gene Burshtein
Geo Real Estate Group, Inc.
2127 Flatbush Avenue
Brooklyn, NY 11234
About Haitian First Church of the Bretheren
Haitian First Church of the Bretheren, Inc. sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 14-43609) on July 15, 2014.
Judge Carla E. Craig is assigned to the case. The Debtor disclosed
assets at $850,000 and liabilities at $1 million. The petition was
signed by Verel Montauban, president.
The Debtor hired Bruce Weiner, Esq., at Rosenberg Musso & Weiner
LLP, as counsel.
No trustee or examiner has been appointed.
HHGREGG INC: Final Order Authorizing Store Closings Entered
-----------------------------------------------------------
U.S. Bankruptcy Judge Robyn L. Moberly of the Southern District of
Indiana entered a final order dated May 17, 2017, authorizing
hhgregg, Inc. and its debtor-affiliates to continue to conduct
store closing sales.
hhgregg is also authorized to assume a Consulting Agreement dated
as of February 27, 2017, by and between, Gregg Appliances, Inc.,
and its subsidiaries, on the one hand, and a contractual joint
venture composed of Hilco Merchant Resources, LLC and Gordon
Brothers Retail Partners, LLC, on the other hand.
The conduct of the Store Closing Sales will provide an efficient
means for the
Debtors to dispose of the Store Closing Assets, and the Store
Closing Sales are in the best interest of the Debtors' estates,
Judge Moberly said in a May 17 court order.
The court also approved Sale Guidelines, saying these are
reasonable and will maximize the returns on the Store Closing
Assets for the benefit of the Debtors' estates and creditors.
The court order provides that all sales of Store Closing Assets
shall be "as is" and final. However, as to the Closing Locations,
all state and federal laws relating to implied warranties for
latent defects shall be complied with and are not superseded by the
sale of said goods or the use of the terms "as is" or "final
sales."
The court order also provides that Hilco et al. may accept the
Debtors' validly issued gift certificates and gift cards that were
issued by the Debtors prior to March 3, 2017, in accordance with
the Debtors' gift certificate and gift card policies and procedures
as they existed on the Petition Date, and, for the first 14 days
after the Petition Date, accept returns of merchandise sold by the
Debtors prior to March 3, 2017; provided that such return is
otherwise in compliance with the Debtors' return policies in effect
as of the date such item was purchased; provided, further, that any
acceptance of the Debtors' validly-issued gift certificates and
gift cards shall be limited to $2,850 per individual as set forth
in Section 507(a)(7) of the Bankruptcy Code.
According to the parties' consulting agreement, the Debtor will pay
Hilco et al. a consulting fee from the gross proceeds, based upon
these thresholds of gross recovery:
Gross Recovery Consulting Fee
-------------- --------------
Less than 94.99% No fee
95.0% to 98.49% 0.75% of Gross Proceeds, excluding Gross
Proceeds from Consigned Goods
98.5% to 100.99% 1.0% of Gross Proceeds, excluding Gross
Proceeds from Consigned Goods
101% or greater 1.25% of Gross Proceeds, excluding Gross
Proceeds from Consigned Goods
Hilco, et al., may be reached at:
Ian S. Fredericks
Hilco Merchant Resources, LLC
One Northbrook Place
5 Revere Drive, Suite 206
Northbrook, IL 60062
Fax: 847-849-0859
- and -
Michael Chartock
Gordon Brothers Retail Partners, LLC
800 Boylston Street, 27th Floor
Boston, MA 02199
Fax: 617-531-7906
Counsel and Co-Counsel to Hilco et al.:
James P. Moloy, Esq.
BOSE MCKINNEY & EVANS LLP
111 Monument Circle, Suite 2700
Indianapolis, IN 46204
Telephone: (317) 684-5287
Facsimile: (312) 223-0287
- and -
Patrick J. Nash Jr., Esq.
Brad Weiland, Esq.
Timothy R. Bow, Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
The Debtors are advised by:
Neil Herman, Esq.
Morgan Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
E-mail: neil.herman@morganlewis.com
- and -
Joseph Malfitano
Malfitano Advisors LLC
747 Third Ave., 2nd Flr
New York 10017
E-mail: jm@malfitanopartners.com
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was
signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.
The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker and Donlin,
Recano & Company, Inc. as claims and noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors. The Committee hired Bingham
Greenebaum Doll LLP as counsel.
* * *
hhgregg filed for Chapter 11 bankruptcy early in March, saying it
had signed a term sheet with an anonymous party to purchase the
assets of the Company, which is intended to allow the Company to
exit Chapter 11 debt free with significant improvement in liquidity
for the future stability of the business. The Company said at that
time it expected a quick and smooth process through Chapter 11 with
emergence in approximately 60 days.
Ten days later, hhgregg said it has terminated the previously
announced nonbinding term sheet with the anonymous party because
the Company was unable to reach a definitive agreement on terms.
The Company said it continues to work with interested third parties
to purchase assets of the business. hhgregg added it had received
strong interest from third parties interested in buying some or all
of the Company's assets.
Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers. On April 7, hhgregg announced
that the Bankruptcy Court approved the Company's initiation of the
process to liquidate the assets of the Company commencing on April
8. Specifically, the Court approved, at the Company's request, a
plan for the Company to close 132 retail stores and the Company's
distribution centers.
According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.
The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.
HHGREGG INC: Supplemental Order for Phase II Closings Entered
-------------------------------------------------------------
United States Bankruptcy Judge Robyn L. Moberly of the Southern
District of Indiana entered a supplemental order dated May 10,
2017, authorizing and approving the conduct by hhgregg, Inc. and
its debtor-affiliates of Phase II store closing sales, free and
clear of liens, claims and encumbrances.
hhgregg is also authorized to assume a Consulting Agreement dated
as of March 29, 2017, by and among, Gregg Appliances, Inc. and its
subsidiaries, on the one hand, and a contractual joint venture
comprised of Tiger Capital Group, LLC and Great American Group,
LLC.
The Court's order provides that within 30 days of the conclusion of
the Phase II Store Closing Sales process, the Debtors will file
with the Court a summary report of the process that will include:
(i) the Stores closed; and (ii) gross revenue from Store Closing
Assets sold, and also provide (but not file) to U.S. Trustee, Wells
Fargo Bank, National Association, as administrative and collateral
agent, (a) Wells Fargo Capital Finance, LLC, and J.P. Morgan
Securities LLC, as joint lead arrangers and joint bookrunners, J.P.
Morgan Chase Bank, N.A., as syndication agent, KeyBank National
Association, Regions Bank and SunTrust Bank, as co-documentation
agents, and the lenders party thereto from time to time, and/or (b)
counsel to Wells Fargo Bank, National Association, as DIP
administrative agent and collateral agent, GACP Finance Co., LLC,
as FILO Agent, the Revolving Lenders named therein, and the FILO
Lenders named therein, and counsel to the statutory committee
appointed in this Chapter 11 Case, a statement summarizing (a) the
calculation of and compensation paid to the Consultant and (b)
expenses reimbursed to the Consultant.
The sale is anticipated to conclude no later than May 31, 2017.
The parties may agree to extend this date.
In consideration of its services, the Debtors will pay Tiger et al.
from the Gross Proceeds, a fee equal to 1.25% of the Gross Proceeds
for the sale of Merchandise and Consigned Goods and Special Order
Merchandise to the extent those goods are not picked up or
delivered with 14 days of the sale commencement date.
Tiger et al. will also be entitled to a commission from the sale of
furniture, fixture and equipment equal to 12% of teh Gross FF&E
Proceeds.
Tiger et al may be reached at:
Michale McGrail
Jack Rapp
Tiger Capital Group, LLC
60 State Street, 11th Floor
Boston, MA 02109
E-mail: mmcgrail@tigergroup.com
jrapp@tigergroup.com
- and -
Andrew Gumaer
Scott Carpenter
Great American Group, LLC
21255 Burbank Blvd., Suite 400
Woodland Hills, CA 9136
E-mail agumaer@greatamerican.com
scarpenter@greatamerican.com
Tiger et al. are represented in the case by:
Maura I. Russell, Esq.
DiConza Traurig Kadish LLC
630 Third Avenue, 7th Floor
New York, NY 10017
E-mail: mrussell@dtklawgroup.com
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was
signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.
The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker and Donlin,
Recano & Company, Inc. as claims and noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors. The Committee hired Bingham
Greenebaum Doll LLP as counsel.
* * *
hhgregg filed for Chapter 11 bankruptcy early in March, saying it
had signed a term sheet with an anonymous party to purchase the
assets of the Company, which is intended to allow the Company to
exit Chapter 11 debt free with significant improvement in liquidity
for the future stability of the business. The Company said at that
time it expected a quick and smooth process through Chapter 11 with
emergence in approximately 60 days.
Ten days later, hhgregg said it has terminated the previously
announced nonbinding term sheet with the anonymous party because
the Company was unable to reach a definitive agreement on terms.
The Company said it continues to work with interested third parties
to purchase assets of the business. hhgregg added it had received
strong interest from third parties interested in buying some or all
of the Company's assets.
Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers. On April 7, hhgregg announced
that the Bankruptcy Court approved the Company's initiation of the
process to liquidate the assets of the Company commencing on April
8. Specifically, the Court approved, at the Company's request, a
plan for the Company to close 132 retail stores and the Company's
distribution centers.
According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.
The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.
HUSKY INC: Hires Carrasquillo as Accountant
-------------------------------------------
Husky, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Puerto Rico to employ Carrasquillo CPA Group, PSC, as
accountant to the Debtor.
Husky, Inc. requires Carrasquillo to:
a. assist the Debtor in gathering and compiling the necessary
information required to file the Chapter 11 petition and
court required information and schedules;
b. provide consulting services and assist the Debtor and her
attorney in documenting the reorganization plan to be
filled in the case;
c. prepare monthly operating reports, financial objections and
other relevant information as required and necessary;
d. prepare all necessary tax returns to ascertain the Debtor
is in full compliance with its fiscal responsibilities; and
e. assist the Debtor and her attorney in all matters related
to court instructions, transactions, and or information
requests of an accounting or financial nature.
Carrasquillo will be paid at these hourly rates:
CPA $100
Manager $80
Senior Staff $75
Office Staff $35
Carrasquillo will be subject to a cap annual rate of $3,500 for
bankruptcy services, and a cap annual rate of $1,200 for tax &
bookkeeping.
Carrasquillo will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Hector L. Carrasquillo, member of Carrasquillo CPA Group, PSC,
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.
Carrasquillo can be reached at:
Hector L. Carrasquillo
CARRASQUILLO CPA GROUP, PSC
Rafael Avenue M30
Caguas, PR 00726
Tel: (787) 744-4996
Fax: (787) 704-1449
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.
HYDROSCIENCE TECHNOLOGIES: Taps Forshey & Prostok as Legal Counsel
------------------------------------------------------------------
Hydroscience Technologies, Inc. and Solid Seismic, LLC have filed
separate applications seeking court approval to hire legal counsel
in connection with their Chapter 11 cases.
In their applications filed with the U.S. Bankruptcy Court for the
Northern District of Texas, the Debtors propose to hire Forshey &
Prostok, LLP to, among other things, give legal advice regarding
their duties under the Bankruptcy Code, assist in the negotiations
of agreements, and assist in the preparation of a plan of
reorganization.
Partners at Forshey & Prostok will charge an hourly fee of $575.
Meanwhile, the hourly rates charged by the firm range from $210 to
$425 for its associates and contract attorneys, and $150 to $195
for paralegals.
The firm received a total of $44,870.90 for services rendered prior
to the Debtors' bankruptcy filing.
Jeff Prostok, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeff P. Prostok, Esq.
Forshey & Prostok, LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Tel: 817-877-8855
Email: jpp@forsheyprostok.com
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 17-41442 and 17-41444) on April
3, 2017. The petitions were signed by Fred Woodland, manager of
Solid Seismic.
At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debts at $1 million to $10 million. Solid
Seismic estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.
HTI's case is assigned to Judge Russell F. Nelms while the other
case is assigned to Judge Mark X. Mullin. A motion for joint
administration of the cases is pending.
No trustee, examiner or creditors' committee has been appointed.
HYDROSCIENCE TECHNOLOGIES: Taps JDL as Financial Consultant
-----------------------------------------------------------
Hydroscience Technologies, Inc. and Solid Seismic, LLC have filed
separate applications seeking court approval to hire a financial
consultant.
In their applications filed with the U.S. Bankruptcy Court for the
Northern District of Texas, the Debtors propose to hire JDL
Advisory Group PLLC to provide these services:
(a) assist in the preparation of schedules of assets and
liabilities;
(b) prepare cash receipt and cash disbursement projections
for cash collateral usage;
(c) prepare an official notice list for the Debtors;
(d) analyze and prepare cost/benefit analysis for affirmation
or rejection of leases and executor contracts;
(e) prepare analysis of claims of creditors and capital
structure of the Debtors;
(f) assist with claims analysis and claims objections;
(g) assist in the evaluation of various tax matters affecting
the reorganization or sale;
(h) analyze financial data necessary to obtain confirmation
of a plan of reorganization;
(i) assess the adequacy of the Debtors' accounting and
financial statement;
(j) evaluate revenues, direct and indirect costs, and
contribution by business entity;
(k) identify by business entity critical components for
profitability assessment and measurement;
(l) identify revenue enhancement/cost reduction
opportunities;
(m) review and evaluate critical assumptions and support
basis for revenue, expense and cash flow projections;
(n) assist management with the development of strategies to
enhance the value of the businesses of the companies for
restructuring plan or sale;
(o) assemble financial, cash flow information and cash
requirements; and
(p) interface with outside professionals, lenders and
creditors of the Debtors.
The hourly rates charged by the firm range from $325 to $410 for
managing directors, $285 to $315 for directors, $185 to $275 for
managers and senior consultants, and $125 to $175 for the
consulting staff.
Jonathan Daniel, managing director of JDL, disclosed in a court
filing that his firm does not represent or hold any interest
adverse to the Debtors or their bankruptcy estates.
The firm can be reached through:
Jonathan Daniel
JDL Advisory Group PLLC
14902 Preston Road, Suite 404-764
Dallas, TX 75254
Phone: (972) 788-2086
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 17-41442 and 17-41444) on April
3, 2017. The petitions were signed by Fred Woodland, manager of
Solid Seismic.
At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debts at $1 million to $10 million. Solid
Seismic estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.
HTI's case is assigned to Judge Russell F. Nelms while the other
case is assigned to Judge Mark X. Mullin. A motion for joint
administration of the cases is pending.
No trustee, examiner or creditors' committee has been appointed.
HYLAND SOFTWARE: Moody's Affirms B2 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed Hyland Software, Inc.'s
corporate family ("CFR") and probability of default ratings at B2
and B2-PD respectively. Moody's also upgraded the first lien term
loan and revolver to B1 from B2 and assigned a new second lien term
loan a Caa1 rating. The rating outlook is stable.
Proceeds from i) increasing the first lien term loan to $1.231
billion from $771 million, ii) a new $240 million second lien term
loan and iii) about $18 million of cash from the balance sheet will
be used concurrently to purchase Perceptive Software and pay
related fees and expenses. Perceptive is a legacy Lexmark's
enterprise software business specializing in Enterprise Content
Management ("ECM") for higher education, healthcare and invoice
processing. The first lien revolving credit facility will increase
to $100 million from $40 million and is expected to be unfunded at
closing.
RATINGS RATIONALE
Hyland's B2 corporate family rating incorporates integration risk
associated with the acquisition of Perceptive, which increases its
revenue base by about 35%. It also reflects high business risks
resulting from its modest operating scale relative to some of its
competitors and its limited product portfolio focused on niche
segments within the ECM software market. The B2 CFR is supported by
Hyland's leading market position in the mid-market segment and its
well-regarded industry verticals-focused product offerings in a
growing ECM software market. Although the Perceptive acquisition is
a very large acquisition for Hyland, Moody's views it as a good
strategic fit and expect they will manage through the integration
successfully. Combined Hyland has low customer revenue
concentration and derives over 50% of its revenues from maintenance
and subscription contracts that are highly recurring in nature. The
rating incorporates Hyland's healthy revenue growth prospects and
Moody's expectation that Hyland could lever up periodically, but
then de-lever over time. Hyland's Adjusted Debt to EBITDA was about
7.1x (Moody's adjusted, including certain synergies) at pro forma
March 31, 2017 and Moody's expects leverage to decline to around 6x
over the next 12 months, absent another acquisition or leveraging
dividend. Moody's also expects solid free cash flow ("FCF") in the
high single digit percentages of total debt, driven by revenue
growth and as synergies are realized.
We expect Hyland to maintain good liquidity over the next 12
months, comprising solid FCF before dividend payments, generally
full availability under their $100 million revolving credit
facility and a cash balance of at least $50 million excluding any
material acquisitions and dividends. At pro forma March 31, 2017
cash was about $120 million. Hyland's estimated uses of liquidity
includes annual first lien term loan amortization of 1% and
mandatory debt repayment from excess cash flow. Moody's expects
Hyland's cash flow to exhibit seasonality through the FY as the
company bills a substantial portion of its maintenance contracts in
Q4 and it collects cash typically during the November through
February period. Hyland's first-lien credit agreement contains a
springing maintenance covenant, which is only in effect when there
are borrowings under the revolver. There were no outstanding
borrowings under the revolver as of pro forma March 31, 2017.
Moody's expects the company will have solid headroom under its
covenants.
The ratings on Hyland's senior secured credit facilities
incorporate the company's probability of default, as reflected in
the B2-PD Probability of Default rating, and loss given default
assessment for the individual debt instruments. Hyland's capital
structure consist of a first lien revolver and term loan (both
rated B1) and a second lien term loan (rated Caa1), with each
rating reflecting the debt position in the capital structure
relative to the B2 corporate family rating.
The stable outlook reflects Moody's expectations of leverage around
6x over the next 12 months. Moody's also expects Hyland to maintain
good liquidity and generate revenue growth in the mid single digit
percentages.
Given the complexities of integrating such a large company
(relative to Hyland) as Perceptive and Hyland's high financial risk
tolerance under financial sponsors, a ratings upgrade is not
expected in the next 12 to 18 months. However, Hyland's ratings
could be upgraded over time if it demonstrates a meaningful
increase in profits and operating cash flow and if Moody's believes
that the company will maintain leverage below 5.0x.
Moody's could downgrade Hyland's ratings if the company's operating
performance deteriorates as evidenced by weak operating cash flow
generation. Hyland's ratings could be downgraded if Moody's expects
the company's total debt to EBITDA (Moody's adjusted) leverage to
remain above 6.75x or its FCF approaches one percentage of total
debt for an extended period of time. Additionally, deterioration in
liquidity, or a material degradation in the company's business or
financial risk profile resulting from a large transformative
acquisition or a large dividend could trigger a downgrade.
Moody's has taken the following actions:
Issuer: Hyland Software, Inc.
Corporate Family Rating: - Affirmed B2
Probability of Default Rating: - Affirmed B2-PD
First Lien Revolving Credit Facility - Upgraded to B1 (LGD3) from
B2 (LGD4)
First Lien Term Loan - Upgraded to B1 (LGD3) from B2 (LGD4)
Second Lien Term Loan -- Assigned Caa1 (LGD6)
Outlook: Stable
Headquartered in Westlake, OH, Hyland Software, Inc. ("Hyland")
provides Enterprise Content Management ("ECM") software that
combines document management, business process management and
records management solutions. The company primarily focuses on the
mid-market segment and divisions of large organizations. Hyland
generated approximately $696 million in revenue during pro forma
LTM March 31, 2017. Funds affiliated to private equity firm Thoma
Bravo own a majority common equity interest in Hyland.
The principal methodology used in these ratings was Software
Industry published in December 2015.
ICAGEN INC: Will File Form 10-Q Within Extension Period
-------------------------------------------------------
Icagen, Inc., was unable to file its quarterly report on Form 10-Q
for its quarter ended March 31, 2017, by the prescribed date
without unreasonable effort or expense because the Company was
unable to compile and review certain information required in order
to permit the Company to file a timely and accurate report on the
Company's financial condition, the Company disclosed in a
regulatory filing with the Securities and Exchange Commission. The
Company believes that the quarterly report will be completed and
filed within the fifth day extension period provided under Rule
12b-25 of the Securities Exchange Act of 1934, as amended.
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 liabilities
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.
IMAGINE! PRINT: S&P Rates Proposed $375MM 1st Lien Loan 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Imagine! Print Solutions LLC's proposed
$375 million senior secured first-lien term loan due 2022. The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) of principal in the event of a
payment default.
At the same time, S&P assigned its 'CCC+' issue-level rating and
'6' recovery rating to the company's proposed $110 million senior
secured second-lien term loan due 2023. The '6' recovery rating
indicates S&P's expectation for negligible recovery (0%-10%;
rounded estimate: 0%) of principal in the event of a payment
default.
S&P's 'B' corporate credit rating and stable rating outlook on the
company are not affected by the proposed transaction.
Imagine! will use the proceeds from the proposed transactions to
repay its existing first-lien term loan and outstanding
payment-in-kind (PIK) notes, and fund a dividend to shareholders.
As a result of the proposed transactions, the company's outstanding
debt will increase by about $75 million to $485 million from
$410 million as of March 31, 2017. S&P expects leverage in the
mid- to high-5x range and free operating cash flow to debt of 7%-8%
in 2017.
RATINGS LIST
Imagine! Print Solutions LLC
Corporate Credit Rating B/Stable/--
New Ratings
Imagine! Print Solutions LLC
Senior Secured
$375 mil. first-lien term loan due 2022 B
Recovery Rating 3(55%)
$110 mil. second-lien term loan due 2023 CCC+
Recovery Rating 6(0%)
IMPLANT SCIENCES: Calls Zapata's Allegations Baseless and False
---------------------------------------------------------------
Zapata Industries SAS filed on May 9, 2017, a complaint in the
Supreme Court of the State of New York, New York County, against
Robert Liscouski, the President and a member of the Board of
Directors of Secure Point Technologies, Inc.
The New York complaint alleges a claim against Mr. Liscouski for
tortious interference of contract and seeks damages in the amount
of $450,000. The $450,000 relates to an alleged break-up fee and
other alleged expenses Zapata contends it is owed by the Company
under the non-binding Term Sheet entered into in connection with
the Company's contemplated acquisition of Zapata. Zapata has
additionally filed a proof of claim against the Company in the
Company's Chapter 11 Case seeking the same $450,000.
The Company disputes any payment obligations to Zapata in
connection with the termination of the non-binding Term Sheet and
intends to address the claim filed by Zapata in the Chapter 11 Case
on any and all available bases. The Company and Mr. Liscouski also
strongly dispute the allegations and claims asserted by Zapata in
the New York complaint. As for Zapata's contention that Mr.
Liscouski engaged in conduct constituting a breach of his fiduciary
duties to the Company and its shareholders, such allegations are
baseless and lack evidentiary support.
Michael Turmelle, Chairman of the Board, stated: "This is nothing
more than an attempt by Zapata to seek payment on an unjustifiable
claim against Secure Point Technologies and its shareholders by
pressuring our senior executive through a personal attack. Bob has
been a loyal executive and board member and has at all times acted
in the best interest of the Company and its shareholders. We are in
full support of Bob and denounce Zapata's unfounded and defamatory
statements and will not let this action by Zapata or anyone who
attempts to extort the company go unanswered."
Secure Point's corporate counsel:
Richard J. Anslow, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 370-1300
E-mail: ranslow@egsllp.com
About IMX Acquisition
IMX Acquisition Corp., also known as Ion Metrics Inc., and its
affiliates, comprise a leading designer and manufacturer of systems
and sensors that detect trace amounts of explosives and drugs.
Their products, which include handheld and desktop detection
devices, are used in a variety of security, safety, and defense
industries, including aviation, transportation, and customs and
border protection. The Debtors have sold more than 5,000 of their
detection products to customers such as the United States
Transportation Security Administration, the Canadian Air
Transportation Security Authority, and major airports in the
European Union.
IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-12238) on Oct. 10, 2016. Its affiliates, Implant
Sciences, C Acquisition Corp. and Accurel Systems International
Corp. also sought Chapter 11 protection. The cases are assigned to
Judge Brendan Linehan Shannon.
IMX estimated assets and liabilities in the range of $100 million
to $500 million. The Debtors tapped Paul V. Shalhoub, Esq. and
Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher, LLP, as counsel.
The petitions were signed by William J. McGann, president.
Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016,
appointed Harold Coe and four others to serve on the official
committee of equity security holders. Co-counsel to the
Official Committee of Equity Security Holders are William R.
Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP,
In New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in
Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP,
In Wilmington, Delaware. The Equity Committee tapped FTI
Consulting, Inc., as financial advisor.
Tannor Partners Credit Fund, LP., the New DIP Lender, is
represented in the case by Andrew M. Felner, Esq., at Sheppard,
Mullin, Richter & Hampton, LP.
* * *
L3 Technologies on Jan. 5, 2017, disclosed that it has completed
its acquisition of the explosives trace detection (ETD) business of
Implant Sciences. L3 had entered into an asset purchase agreement
(APA) to acquire certain assets of Implant for $117.5 million in
cash, plus the assumption of specified liabilities.
The Debtors have changed their names following the sale: FIAC Corp.
from IMX Acquisition Corp.; Secure Point Technologies from Implant
Sciences; FCAC Corp. from C Acquisition Corp.; and FASIC Corp. from
Accurel Systems International Corporation.
IRON BRIDGE TOOLS: Disclosure Statement Hearing Set for June 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida is
set to hold a hearing on June 22, at 10:00 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization for Iron Bridge Tools, Inc.
The hearing will take place at the U.S. Bankruptcy Court, Room 308,
299 E. Broward Blvd., Fort Lauderdale, Florida. Objections are due
by June 15.
About Iron Bridge Tools Inc.
Iron Bridge Tools, Inc., is a Florida corporation, founded in 2006.
The Debtor manufactures and wholesales hand tools with operations
in Florida, Georgia, California, Canada and China. Iron Bridge
Tools manufactures for major retailers and designers such as Home
Depot, Skil, OVC, Best Buy, Target, OSH, Advance Auto Parts, ROSS,
Carquest among others.
The Debtor's current corporate headquarters is located at 6820
Lyons Technology Circle, Suite 250, Coconut Creek, Florida 33073.
The Debtor receives substantially all of its income from importing,
manufacturing and wholesaling hand tools, which includes licensing
of major brands names such as Husky, Bosh, and Skil to name a few.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-17505) on May 25, 2016. The petition was signed by Glenn
Robinson, president. The Debtor estimated assets of $1 million to
$10 million and debts of $10 million to $50 million.
Judge Raymond B. Ray presides over the case. The Debtor is
represented by Craig A. Pugatch, Esq., at Rice Pugatch Robinson
Storfer & Cohen, PLLC.
The Debtor employed Frank Smith, Esq., at FMS Lawyer Law Firm as
its special litigation and transactional counsel; Dan M. Delarosa,
Esq., as its special patent counsel; Emil Braca, Esq., as its
special intellectual property infringement and investigation
counsel; and Michael Moecker & Associates, Inc. as financial
advisor.
On June 21, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Eyal Berger, Esq., at Akerman LLP as its legal counsel.
On May 5, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
ISIGN SOLUTIONS: Incurs $614,000 Net Loss in First Quarter
----------------------------------------------------------
iSign Solutions Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $614,000 on $211,000 of
total revenue for the three months ended March 31, 2017, compared
to a net loss attributable to common stockholders of $2.43 million
on $276,000 of total revenue for the three months ended March 31,
2016.
As of March 31, 2017, iSign Solutions had $415,000 in total assets,
$3.55 million in total liabilities and a total deficit of $3.14
million.
At March 31, 2017, cash and cash equivalents totaled $125,000
compared to cash and cash equivalents of $389,000 at Dec. 31, 2016.
The decrease in cash was primarily due to cash used in operating
activities of $262,000 and cash used in investing activities of
$2,000. At March 31, 2017, total current assets were $194,000
compared to total current assets of $582,000 at Dec. 31, 2016. At
March 31, 2017, the Company's principal sources of funds included
its cash and cash equivalents aggregating $125,000.
At March 31, 2017, accounts receivable net, was $18,000 a decrease
of $119,000 or 87%, compared to accounts receivable net of $137,000
at Dec. 31, 2016. The decrease is due primarily to faster
collection times for accounts receivable.
At March 31, 2017, prepaid expenses and other current assets were
$51,000 a decrease of $5, or 9%, compared to prepaid expenses and
other current assets of $56,000 at Dec. 31, 2016. The decrease is
due primarily to a lower amount of prepaid assets acquired during
the quarter relative to the amount of prepaid assets expensed.
At March 31, 2017, total current liabilities were $2,531,000 an
increase of $139,000 or 6%, compared to total current liabilities
of $2,392,000 at Dec. 31, 2016. At March 31, 2017, accounts
payable were $1,352,000 a decrease of $16, or 1%, from the
Dec. 31, 2016, balance of $1,368,000. At March 31, 2017, accrued
compensation was $247,000 a decrease of $10, or 4%, compared to
accrued compensation of $257,000 at Dec. 31, 2016, due primarily to
a reduction in accrued but unpaid vacation expense. Other accrued
liabilities were $608, an increase of $103,000 or 20%, from Dec.
31, 2016, due to the accrual of certain professional service fees.
Current deferred revenue was $320,000 an increase of $62,000 or
24%, compared to current deferred revenue of $258,000 at Dec. 31,
2016. Deferred revenue primarily reflects advance payments for
maintenance fees from the Company's licensees that are generally
recognized as revenue by the Company when all obligations are met
or over the term of the maintenance agreement, whichever is longer.
Deferred revenue is recorded when the Company receives advance
payment from its customers.
In February 2017, the Company received, from investors and
affiliates of the Company, advances aggregating $120,000 in cash
against certain accounts receivable of the Company. Upon
collection of an invoice, the Company would repay the advance to
the lenders on a pro rata basis together with a 5% advance fee. The
Company used the funds received from the above advances for working
capital and general corporate purposes. The receivables were
collected and the advances were repaid in March 2017, along with $6
in advance fees per the agreement.
For the three months ended March 31, 2017, the Company incurred
$21,000 of interest expense and $24,000 in amortization of debt
discount. For the three months ended March 31, 2016, the Company
incurred $111,000 of interest expense and $106,000 in amortization
of debt discount.
"The Company has experienced recurring losses from operations that
raise a substantial doubt about its ability to continue as a going
concern. There can be no assurance that the Company will have
adequate capital resources to fund planned operations or that any
additional funds will be available to it when needed, or if
available, will be available on favorable terms or in amounts
required by it. If the Company is unable to obtain adequate
capital resources to fund operations, it may be required to delay,
scale back or eliminate some or all of its operations, which may
have a material adverse effect on the Company's business, results
of operations and ability to operate as a going concern," as stated
in the filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/UB4qwq
About iSign
iSIGN (formerly known as Communication Intelligence Corporation or
CIC) -- http://www.isignnow.com/-- is a provider of digital
transaction management (DTM) software enabling fully digital
(paperless) business processes. iSIGN's solutions encompass a wide
array of functionality and services, including electronic
signatures, simple-to-complex workflow management and various
options for biometric authentication. These solutions are
available across virtually all enterprise, desktop and mobile
environments as a seamlessly integrated software platform for both
ad-hoc and fully automated transactions. iSIGN's software platform
can be deployed both on-premise and as a cloud-based service, with
the ability to easily transition between deployment models. iSIGN
is headquartered in Silicon Valley. iSIGN's logo is a trademark of
iSIGN.
iSign reported a net loss attributable to common stockholders of
$5.05 million on $1.06 million of revenue for the year ended Dec.
31, 2016, compared to a net loss attributable to common
stockholders of $7.61 million on $1.62 million of revenue for the
year ended Dec. 31, 2015.
Armanino LLP, in San Ramon, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company's significant
recurring losses and accumulated deficit raise substantial doubt
about its ability to continue as a going concern.
ISO DOC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ISO Doc Inc.
354 Main St.
Winthrop, MA 02152
Case No.: 17-11882
Business Description: Iso Doc, Inc. is engaged in the custom
computer programming services industry.
It offers a wide variety of software and
digital development services including
desktop applications, mobile applications,
website development and video production.
Web site: http://www.isodevelopers.com/
Chapter 11 Petition Date: May 19, 2017
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Melvin S. Hoffman
Debtor's Counsel: Ronald W. Dunbar, Jr., Esq.
DUNBAR GOLOBOY, LLP
197 Portland Street, 5th Floor
Boston, MA 02114
Tel: 617-244-3550
E-mail: dunbar@dunbarlawpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stefani Kavner, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab17-11882.pdf
ISTAR INC: Fitch Corrects May 17 Release
----------------------------------------
Fitch Ratings issued a correction of a May 17, 2017 release on
iStar Inc., which updates the solicitation status for iStar Inc.
The corrected ratings release is as follows:
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B+' to iStar Inc. (iStar). Fitch has also assigned ratings of
'BB+/RR1' to iStar's senior secured debt, 'BB/RR2' to its senior
unsecured debt, and 'CCC+/RR6' to its preferred stock. The Rating
Outlook is Positive.
KEY RATING DRIVERS - IDR, Senior Debt, Hybrid Securities
The Long-Term IDR reflects iStar's unique platform as an integrated
commercial real estate (CRE) finance and investment company; solid
funding profile with a meaningful portion of unsecured debt;
strengthening liquidity following the Safety, Income and Growth,
Inc. (SFTY) transaction and recent resolution of Bevard land
litigation; and experienced management team. Rating constraints
include iStar's generally high-risk business model as evidenced by
its exposure to custom-tailored CRE products; elevated development
and monetization risk related to its land portfolio; earnings that
are expected to include certain non-recurring asset sales and land
monetizations; a material non-performing legacy loan in the real
estate finance segment; increased performance pressures on certain
CRE sub-sectors; and high proportion of wholesale funding.
iStar exhibits flexibility to invest in any part of the capital
structure and in various property markets. It adheres to its "Six
Point Methodology" underwriting process when pursuing "white space"
CRE opportunities. Fitch views this process as rigorous in that it
considers factors including collateral quality, borrower equity,
corporate sponsorship and/or guarantors, as well as legal and
financial structure.
As of March 31, 2017, the company's $4.5 billion portfolio
consisted of net lease properties
(32.3% of gross carrying value) and real estate finance (30.9%)
followed by land and development properties (22.8%), operating
properties (13.3%) and other assets (0.7%).
Although no losses have been incurred on loans originated since
2008, legacy loans originated prior to 2008 continue to weigh on
asset quality in the real estate finance segment. The carrying
value of non-performing loans represented 14.6% of total loans in
this segment as of March 31, 2017, primarily driven by the Hammons
hotel line of credit.
Fitch views the net lease real estate portfolio as a benefit to
overall asset quality, since it provides cash flow stability,
yielding 8.4% in first-quarter 2017 (1Q17) and 8.4% in 2016, below
the weighted average yield of 9.2% and 8.9% for performing loans in
the real estate finance segment in 1Q17 and 2016, respectively.
The land portfolio, which was primarily acquired through
foreclosure or deed in lieu of foreclosure, adversely influences
overall asset quality. That being said, iStar is in the process of
developing multiple infill/mixed-use, master planned communities
and waterfront projects on its land and expects to transfer or sell
$150 million-$300 million of land in 2017. In addition, the company
stabilized or monetized residential and commercial operating
properties in recent quarters, increasing the weighted average
yield to 6.4% in 1Q17 from 5.5% and 4.4% in 2016 and 2015,
respectively. Fitch expects earnings to continue to increase as
development projects progress.
Approximately 74.9% of iStar's debt was unsecured as of March 31,
2017, which is well above levels of many other diversified REITs
and balance sheet-intensive finance and leasing companies.
Unsecured debt enhances the company's operational and financial
flexibility. Fitch expects unsecured debt to represent between
75%-80% of total debt over the Outlook horizon.
Given proceeds received from the contemplated SFTY IPO and the
Bevard litigation in April
2017, iStar has liquidity in excess of $1 billion that exceeds debt
maturities and expected capital expenditures over the next 12
months, which Fitch views as adequate for the rating category. The
company's liquidity position is further enhanced by its ability to
retain earnings, as it held $902.9 million of net operating loss
(NOL) carryforwards at year-end 2015 that can generally be used to
offset ordinary taxable income. These NOLs begin to expire in 2029
and are fully expired in 2035 if unused. The amount of NOLs as of
year-end 2016 will be determined upon the finalization of iStar's
2016 tax return. In addition, the company adheres to a 1.2x
unencumbered assets-to-unsecured debt covenant, which provides
protection to bondholders during periods of market stress. iStar's
reported unencumbered asset coverage was 1.4x as of March 31, 2017
but Fitch calculates this ratio to be approximately 1.0x when
valuing the unencumbered pool based on a stressed 12%
capitalization rate.
In addition to approximately $3.9 billion of debt, iStar had $745
million in preferred securities outstanding as of March 31, 2017.
Per the criteria report "Non-Financial Corporates Hybrids
Treatment and Notching Criteria," Fitch assigns 50% equity credit
to iStar's preferred securities given the cumulative dividends.
Fitch's baseline leverage ratio is debt-to-tangible shareholders'
equity, treating the preferred securities as 50% equity. On this
basis, leverage was 7.6x as of March 31, 2017, in line with the 'b'
quantitative benchmark for balance sheet- intensive finance and
leasing companies. This ratio improves to 4.5x pro forma for the
repayment of 9% unsecured notes and proceeds received from the SFTY
transaction and Bevard litigation. These transactions reduced debt
and built equity, resulting in leverage in line with the 'bbb'
quantitative benchmark. Debt-to-tangible shareholders' equity
treating the preferred securities as 100% equity, gross of
accumulated depreciation, is low relative to assigned ratings at
2.8x as of March 31, 2017 and 2.0x pro forma for the debt reduction
and equity build.
Fitch anticipates that leverage will remain around current levels
over the Outlook horizon. When treating the company's preferred
shares as 50% debt, leverage is projected to remain between
4.0x-5.0x over the Outlook horizon. Debt-to-tangible shareholders'
equity treating the preferred securities as 100% equity, gross of
accumulated depreciation, is expected to remain around 2.0x over
the Outlook horizon.
The company's senior management team has sufficient depth to
execute iStar's business strategy. Senior officers as well as
investment/credit and asset management professionals have an
average of 28 years of industry experience.
Fitch views the company's relationship with a sovereign wealth
fund, GIC (Realty) Private Limited (GIC), as an effective method to
manage risk and raise capital. iStar sources investment
opportunities that do not fit its risk appetite into a joint
venture with this partner (iStar Net Lease I LLC) and receives
promotes and management fee income through the venture. The
associated debt in this joint venture is non-recourse to iStar. The
proposed SFTY transaction has arisen from iStar's relationship with
GIC and will result in the transfer of more stable and lower risk
ground net lease assets off of iStar's balance sheet.
The Positive Outlook reflects Fitch's expectation that iStar's
asset quality will improve over the Outlook horizon as the company
continues to monetize its land holdings and has reserved for losses
against the Hammons hotel line of credit. The Positive Outlook also
signals that iStar's earnings and cash generation should grow over
the next 12-to-24 months.
Despite the Positive Outlook for iStar, broader performance of
certain CRE sub-sectors is likely to be mixed. Development exposure
across the REIT universe is more manageable and substantially less
than in the peak 2007-2008 period but Fitch generally views
later-cycle development as having execution and funding risks.
Office property fundamentals vary widely by region. While the
favorable economic backdrop is a positive for industrial property
fundamentals, the recent rise in protectionist sentiment could lead
to policies that restrict trade openness, thereby impacting
industrial real estate demand. Fitch expects U.S. lodging revenue
per available room growth to decelerate to 1%-2% during 2017 as the
industry enters the seventh year of this upcycle. Leisure
end-demand remains solid. As a result of these trends in the
aggregate, Fitch expects asset quality of CRE loan portfolios to
revert to long-term averages in the coming years, although the pace
of asset quality reversion is, in part, dependent on the level of
interest rates.
The secured debt rating is three notches above iStar's Long-Term
IDR and reflects the collateral backing these obligations, which
suggests outstanding recovery prospects.
The unsecured debt rating is two notches above iStar's Long-Term
IDR and reflects the availability of sufficient unencumbered
assets, which provide support to unsecured creditors and suggest
superior recovery prospects.
The preferred stock rating is three notches below iStar's IDR,
reflecting that these securities are deeply subordinated and have
loss absorption elements that would likely result in poor recovery
prospects.
RATING SENSITIVITIES - IDR, Senior Debt, Hybrid Securities
An upgrade of the Long-Term IDR would primarily be driven by a
demonstrated ability to generate earnings and monetize assets
within the company's land segment, which should improve overall
asset quality. Maintenance of robust liquidity particularly with
respect to near-term funding obligations and further improvements
of unencumbered asset coverage of unsecured debt may also lead to
positive rating momentum.
Negative rating pressure could arise from deterioration in the
quality of iStar's loan portfolio, including an increase in
non-performing loans and additional provisions for loan losses. An
inability for the company to generate earnings and monetize land
segment assets would also be viewed negatively. A material
reduction in long-term unsecured funding and a sustained increase
in leverage could also lead to negative rating momentum.
If the Long-Term IDR were to be upgraded, there is the potential
for the outstanding secured debt, unsecured debt and preferred
stock ratings to stay at their current levels, subject to the
assessment of iStar's liquidity profile and asset coverage at that
time.
Fitch has assigned the following ratings:
iStar Inc.
-- Long-Term IDR 'B+';
-- Senior secured debt 'BB+/RR1';
-- Senior unsecured debt 'BB/RR2';
-- Preferred stock 'CCC+/RR6'.
The Rating Outlook is Positive.
JAMES WILSON: Seeks to Hire Jerry M. Ledford as Accountant
----------------------------------------------------------
James Wilson Company seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Tennessee to hire Jerry M. Ledford CPA
as its accountant.
The firm will prepare the Debtor's tax returns, financial
statements and monthly operating reports, and will give general
advice to assist the Debtor in meeting the operating requirements
of the Bankruptcy Code.
Jerry Ledford, the accountant designated to provide the services,
will charge an hourly fee of $150.
Mr. Ledford 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:
Jerry M. Ledford
Jerry M. Ledford CPA
3837 Hixson Pike
Chattanooga, TN 37415
About James Wilson Company
James Wilson Company filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Tenn. Case No. 16-15034) on November 20, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Miller & Martin PLLC.
JANS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: JANS, Inc., a New Mexico Corporation
7510 Mallard Way, Suite D
Santa Fe, NM 87507
Case No.: 17-11269
Type of Business: The Debtor --
https://www.cartwrightsplumbing.com/ -- is a
small business debtor as defined in 11 U.S.C.
Section 101(51D) offering a wide array of
plumbing services. It is an affiliate of
SJE, Inc., which sought bankruptcy protection
on May 11, 2017 (Bank. D.N.M. Case No. 17-
11198).
Chapter 11 Petition Date: May 18, 2017
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Debtor's Counsel: Daniel Andrew White, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW, Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
E-mail: dwhite@askewmazelfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Debts: $1 million to $10 million
The petition was signed by Joaquin Luna, owner.
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/nmb17-11269.pdf
JANS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: JANS, Inc., a New Mexico Corporation
7510 Mallard Way, Ste. D
Santa Fe, NM 87507
Case No.: 17-11269
Type of Business: The Debtor --
https://www.cartwrightsplumbing.com/ -- is a
small business debtor as defined in 11 U.S.C.
Section 101(51D) offering a wide array of
plumbing services. It is an affiliate of
SJE, Inc., which sought bankruptcy protection
on May 11, 2017 (Bank. D.N.M. Case No. 17-
11198).
JANS, Inc.'s
Chapter 11 Petition Date: May 18, 2017
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Debtor's Counsel: Daniel Andrew White, Esq.
ASKEW & MAZEL, LLC
1122 Central Ave. SW, Suite 1
Albuquerque, NM 87102
Tel: 505-433-3097
Fax: 505-717-1494
E-mail: dwhite@askewmazelfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Debt: $1 million to $10 million
The petition was signed by Joaquin Luna, owner.
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/nmb17-11269.pdf
KATY INDUSTRIES: Has Interim Nod to Obtain $4.5M of DIP Financing
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware entered an interim order authorizing Katy
Industries, Inc., et al., to obtain up to $4.5 million of $7.5
million in superpriority secured debtor-in-possession financing
from Jansan Acquisition, LLC.
A final hearing on the Debtors' request will be held on June 16,
2017, at 11:00 a.m. (prevailing Eastern time). Objections must be
filed no later than June 9, 2017, at 4:00 p.m. (prevailing Eastern
time).
The Debtors may use up to $50,000 to pay fees and expenses of the
professionals retained by the Committee of Unsecured Creditors that
are incurred.
The Debtors are authorized and directed to pay all fees, expenses
and other amounts payable under the DIP loan documents, including,
without limitation, an upfront fee in the amount of $187,500, being
2.5% of the commitment, all recording fees, fees and expenses of
the DIP Lender's counsel, and all of the other fees and all
out-of-pocket costs and expenses of the DIP Lender.
A copy of the court order is available at:
http://bankrupt.com/misc/deb17-11101-48.pdf
As reported by the Troubled Company Reporter on May 18, 2017, the
Debtors sought authorization from the Court to obtain from the DIP
Lender secured superpriority debtor-in-possession multiple-draw
term loan in the aggregate principal amount of $7.5 million, with
up to $4.5 million to be funded on an interim basis, and to use
cash collateral. Among others, the Loan Parties are obligated
under (i) the Prepetition First Lien Credit Agreement, which is an
asset-based revolving and term facility that conditions each
extension of credit upon a certification of a certain level of the
borrowing base and (ii) the Prepetition Second Lien Credit
Agreement, which is a term loan. As of the Petition Date, the
principal amount of the Debtors' funded debt obligations totaled
approximately $58.75 million, which amount comprises the
obligations under the prepetition first lien credit agreement of
approximately $20.5 million and the obligations under the
prepetition second lien credit agreement of approximately $38.25
million. The Debtors are also obligated for unsecured trade debt
and legacy liabilities.
About Katy Industries
Katy Industries, Inc. (OTC:KATY) -- http://www.katyindustries.com/
-- a publicly traded Delaware corporation, and its wholly-owned
direct and indirect subsidiaries were organized as a Delaware
corporation in 1967. The Company is a manufacturer, importer, and
distributor of commercial cleaning and consumer storage products as
well as a contract manufacturer of structural foam products. It
distributes its products across the United States and Canada. It
is best known for such brands as Continental, Huskee, Color Guard,
Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many
others.
The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri. It
currently employs approximately 300 employees, and supplements its
workforce with a significant number of additional labor employed
through third parties.
In the fiscal year 2016, it generated revenues of approximately
$107.9 million across its various business units.
Katy Industries, Inc. along with affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017.
The Debtors have moved for joint administration of their cases.
Lawrence Perkins, chief restructuring officer, signed the
petitions.
Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.
The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel; SierraConstellation Partners LLC as restructuring
advisors; and Lincoln International, Inc., as investment banker.
JND Corporate Restructuring, formerly UpShot Services, is the
claims agent. It maintains the Web site
http://www.jndla.com/cases/Katy
KATY INDUSTRIES: May 26 Meeting Set to Form Creditors' Panel
------------------------------------------------------------
Andy Vara, United States Trustee for Region 3, will hold an
organizational meeting on May 26, 2017, at 10:00 a.m. in the
bankruptcy case of Katy Industries, Inc.
The meeting will be held at:
The Doubletree Hotel
700 King Street
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Kay Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, and its wholly-owned direct
and indirect subsidiaries ("Company"), were organized as a Delaware
corporation in 1967. The Company is a well-known manufacturer,
importer, and distributor of commercial cleaning and consumer
storage products as well as a contract manufacturer of structural
foam products. It distributes its products across the United
States and Canada. It is best known for such brands as
Continental, Huskee Color Guard, Wilen, Muscle Mop, Contico,
Tuffbin, and SilverWolf, among many others.
The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.
It currently employs approximately 300 employees, and supplements
its workforce with a significant number of additional labor
employed through third parties.
The Company boasts a broad and loyal customer base with over 1,500
customers encompassing stable industry leaders, providing the
Company with a sustainable platform of consumable products and a
recurring revenue source. In the fiscal year 2016, it generated
revenues of approximately $107.9 million across its various
business units.
Katy Industries, Inc., and its affiliates filed a voluntary
petition for relief under the Bankruptcy Code (Bankr. D. Del. Case
No. 17-11101) on May 14, 2017.
The petitions were signed by Lawrence Perkins, chief restructuring
officer.
The Debtors have moved for joint administration of their cases,
with the lead case number assigned to the Chapter 11 case of Katy
Industries, Inc.
Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.
The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel.
KENDALL LAKE: Court Moves Exclusive Plan Filing Period to June 22
-----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida extended by 60 days the exclusive periods for
Kendall Lake Towers Condominium Association, Inc. to file a plan of
reorganization to June 22, 2017, and to solicit acceptances for the
plan to August 21, 2017.
In addition, Judge Mark denied a motion to shorten time to
authorize a combined disclosure and confirmation hearing.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its exclusivity periods relating
that it has successfully negotiated a settlement with the
undisputed claims at a mediation held on December 5, 2016, and
accordingly, an amended plan had been filed on January 13, 2017.
However, the Court denied the disclosure statement, mainly because
of the objections raised by the disputed creditors involving budget
and projection issues.
Thereafter, the Debtor further related that it had been actively
working on the objections and the counterclaim adversary cases to
the claims of Hartog's group of disputed claims, as well as on an
improved budget and projections for use in a second amended plan.
The Debtor was planning on filing a second amended plan and
disclosure statement prior to expiration of the period, but the
period to solicit acceptances will expire unless extended. As such,
the Debtor needed more time to negotiate with creditors for a
consensual plan and disclosure. In addition, the Debtor had complex
maintenance and repair issues which must be factored in the plan.
About Kendall Lake Towers
Kendall Lake Towers Condominium Association, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla., Case No. 16-12114) on Feb. 16, 2016. The Petition was signed
by Frank Landrian, Manager. The Debtor is represented by Joel M.
Aresty, Esq., at Joel M. Aresty, PA. At the time of the filing, the
Debtor estimated its assets and debts at $500,001 to $1 million.
Guy Gebhardt, acting U.S. trustee for Region 21, on May 3, 2016,
appointed three creditors of Kendall Lake Towers Condominium
Association, Inc., to serve on the official committee of unsecured
creditors. The committee members are: (1) Lisa M. Castellano, Esq.
at Becker & Poliakoff, P.A.; (2) Andres Cuevas of York Miami
Holdings, LLC, as Assignee of Cuevas & Associates, PA; and (3)
Santiago J. Muinos, Esq. of Muinos & Morales, PL.
KIWA BIO-TECH: Posts $303K Net Income for First Quarter
-------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $302,715 on $3.15 million of revenue for
the three months ended March 31, 2017, compared to net income of
$56,130 on $0 of revenue for the three months ended March 31,
2016.
As of March 31, 2017, Kiwa Bio-Tech had $6.62 million in total
assets, $10.77 million in total liabilities, all current, and a
total stockholders' deficiency of $4.14 million.
Since inception of the Company's ag-biotech business in 2002, it
has relied on the proceeds from the sale of its equity securities
and loans from both unrelated and related parties to provide the
resources necessary to fund its operations and the execution of our
business plan. During the three months ended March 31, 2017, the
advances from related parties, net of repayment by the Company to
related parties, was $73,798. As of March 31, 2017, the Company's
current liabilities exceeded current assets by $4,267,836,
representing a current ratio of 0.60. Comparably, as of Dec. 31,
2016, the Company's current liabilities exceeded current assets by
$5,729,622, denoting a current ratio of 0.445.
As of March 31, 2017, and Dec. 31, 2016, the Company had cash of
$140,101 and $13,469, respectively.
During the three months ended March 31, 2017, and 2016, the Company
used nil cash for investing activities.
During the three months ended March 31, 2017, the Company's
financing activities incurred net cash inflow of $1,172,165,
$27,000 of which are generated from advances from related parties,
$1,000,000 of which are generated from sales of common stock and
$145,165 of which are generated from convertible note. During the
three months ended March 31, 2016, the Company generated $38,500
from financing activities due to proceeds received from related
party loans.
Given the facts that:
Outstanding note payable of $360,000 as of March 31, 2017. This
note has been in default since July 2007.
"To the extent that we are unable to successfully raise capital
necessary to fund our future cash requirements on a timely basis
and under acceptable terms and conditions, we will not have
sufficient cash resources to maintain operations, and may have to
curtail operations and consider a formal or informal restructuring
or reorganization," the Company stated in the filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/0KQWgC
About Kiwa Bio-Tech
Kiwa Bio-Tech Products Group Corporation develops, manufactures,
distributes and markets bio-technological products for
agriculture.
The Company has acquired technologies to produce and market
bio-fertilizer. The Company has developed over six bio-fertilizer
products with bacillus spp and/or photosynthetic bacteria as its
ingredients. The Company's products contain ingredients of both
photosynthesis and bacillus bacteria which are protected by
patents.
Kiwa Bio-Tech reported net income of $963,296 for the year ended
Dec. 31, 2016, following net losses of $677,358 for the year ended
Dec. 31, 2015.
DYH & Company issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company's current liabilities substantially
exceeded its current assets by $5,729,622 at Dec. 31, 2016.
Although the Company reported net income approximately $963,296 for
its fiscal year ended Dec. 31, 2016, it had an accumulated deficit
of $19,489,400 as of Dec. 31, 2016. These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
KOREAN CHRISTIAN CHURCH: Hires Jones Lang as Real Estate Broker
---------------------------------------------------------------
First Korean Christian Church of San Jose seeks authority from the
U.S. Bankruptcy Court for the Northern District of California to
employ Jones Lang LaSalle Brokerage, Inc., as real estate broker to
the Debtor.
First Korean requires Jones Lang to represent the Debtor in
negotiating on its behalf the purchase of property in the Silicon
Valley area of California.
Jones Lang will be paid a full procuring market commission which
shall become due upon execution of a sale.
Sofi Choi, member of Jones Lang LaSalle Brokerage, 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.
Jones Lang can be reached at:
Sofi Choi
JONES LANG LASALLE BROKERAGE, INC.
4085 Campbell Ave., Suite 150
Menlo Park, CA
Tel: (650) 480-2234
About First Korean Christian
Church of San Jose
First Korean Christian Church of San Jose sought Chapter 11
protection (Bankr. N.D. Cal. Case No. 15-52857) on Sept. 17, 2015.
LA VINAS MD: Taps Freedom as Accountant & Financial Advisor
-----------------------------------------------------------
La Vinas MD PA, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Freedom Financial WP
LLC, as accountant, financial advisor and management company to the
Debtor.
La Vinas MD requires Freedom to manage and run the Debtor's
business, including human resource, bookkeeping and accounting and
business strategy.
Freedom will be paid a retainer in the amount of $7,300.
Prior to the petition date, the Debtor paid Freedom $7,300 monthly
fee for its services.
Freedom will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nicholas Monroy, member of Freedom Financial WP 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.
Freedom can be reached at:
Nicholas Monroy
FREEDOM FINANCIAL WP LLC
700 SW 7th Ave., Suite 1225
Plantation, FL 33324
About La Vinas MD PA
Dr. Luis A. Vinas, MD PA, is engaged in the health care business
and is 100% owned by Dr. Luis A. Vinas. Dr. Vinas is Board
Certified by The American Board of Plastic Surgery. For over two
decades, Dr. Vinas has been nationally recognized for his surgical
techniques and minimally invasive surgical procedures. Dr. Vinas is
a plastic surgeon specializing in cosmetic and reconstructive
surgery including facelifts, tummy tucks, breast augmentation,
single-stage breast reconstruction, liposuction, body contouring,
and anti-aging procedures.
Dr. Luis A. Vinas, MD PA, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 17-14765) on April 17, 2017. Luis A Vinas, MD,
president and 100% owner, signed the petition. The case is assigned
to Judge Paul G. Hyman, Jr. The Debtor is represented by Nicholas
B. Bangos, Esq. at Nicholas B. Bangos, P.A. At the time of filing,
the Debtor had estimated assets of at least $50,000 and liabilities
ranging from $1 million to $10 million.
LENEXA HOTEL: Exclusive Plan Filing Period Extended Thru May 30
---------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas extended the time by which Lenexa Hotel LP has the
exclusive right to file a bankruptcy plan through May 30, 2017, and
the time by which it has the exclusive right to solicit acceptances
for that plan through July 31, 2017.
The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension, contending that cause exists
to allow the requested extensions considering the size and
complexity of issues involved in its case. One of the Debtor's
significant assets is a litigation claim involving Holiday
Hospitality Franchising LLC. The Debtor is awaiting a ruling from
the Kansas Federal District Court that will shed light on the value
of the Claim. In addition, the Debtor had a mediation scheduled for
the Claim.
The Debtor believed it has reasonable prospects for filing a viable
plan of reorganization, and said additional time will aid and
assist in developing and negotiating a comprehensive and beneficial
plan, and that the additional time will allow it to make progress
with respect to the Holiday Hospitality Claim.
About Lenexa Hotel
Lenexa Hotel, LP filed a Chapter 11 bankruptcy petition (Bankr.
D.Kans. Case No. 16-22172) on November 1, 2016. In its petition,
the Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Stephen J. Craig, president.
Lentz Clark Deines PA represents the Debtor as counsel. Brennan
Fagan and Fagan Emert & Davis, LLC and the Skepnek Law Firm have
been tapped as special counsel. Michele C. Hammann, SS&C Solutions,
Inc and Summers, Spencer & Company, P.A., serve as accountants.
LEWIS SPECIALTIES: Hires Barron and Barron as Counsel
-----------------------------------------------------
Lewis Specialties Trucking Service, LLC, seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Texas to employ
Barron and Barron, L.L.P., as counsel to the Debtor.
Lewis Specialties requires Barron and Barron to:
(a) take all necessary actions to protect and preserve the
bankruptcy estate, including prosecution of actions on its
behalf, defense of any actions commenced against it,
negotiations concerning all litigation in which it is
involved, and objecting to claims;
(b) prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in
connection with the administration of the estate herein;
(c) formulate, negotiate, and propose a plan of
reorganization, if justified; and
(d) perform all other necessary legal services in connection
with these proceedings.
Barron and Barron will be paid at these hourly rates:
Robert E. Barron $325
Diane S. Barron $275
Legal Assistant $50-$75
Barron and Barron was paid $1,500 prior to the decision to file the
Chapter 11 proceeding for the Debtor for the legal work.
Barron and Barron will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert E. Barron, managing partner of Barron and Barron, 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.
Barron and Barron can be reached at:
Robert E. Barron, Esq.
BARRON AND BARRON, L.L.P.
P.O. Box 1347
Nederland, TX 77627
Tel: (409) 727-0073
About Lewis Specialties Trucking Service, LLC
Founded in 1992, Lewis Specialties --
http://www.lewisspecialties.com-- offers full-service truck and
trailer maintenance, truck painting, washing, repairs, and
refurbishing, to name a few. The Company posted gross revenue of
$4.51 million in 2016 and gross revenue of $3.07 million in 2015.
Lewis Specialties Trucking Service, LLC, based in Groves, TX, filed
a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-10270) on May
5, 2017. The Hon. Bill Parker presides over the case. Robert E.
Barron, Esq., at Barron and Barron, L.L.P., serves as bankruptcy
counsel.
In its petition, the Debtor estimated $636,329 in assets and $1.20
million in liabilities. The petition was signed by Antonio Lewis,
president.
LINDBLAD EXPEDITIONS: S&P Affirms 'BB-' CCR & Alters Outlook to Neg
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on New York City–based
cruise operator Lindblad Expeditions Holdings Inc. to negative from
stable and affirmed all ratings, including its 'BB-' corporate
credit rating.
"The outlook revision to negative reflects our forecast for
adjusted leverage to increase to about 4x in 2017, our downgrade
threshold for Lindblad, compared with our previous forecast for
leverage to be in the mid- to high-3x area," said S&P Global
Ratings credit analyst Ariel Silverberg. S&P's forecast for higher
leverage primarily reflects our updated operating forecast for 2017
EBITDA to decline in the mid-single-digit percent area, compared
with S&P's previous forecast for EBITDA to grow in the low to
mid-single-digit percent area. S&P lowered its 2017 EBITDA
forecast because of additional unplanned voyage cancellations on
the company's National Geographic Sea Lion vessel that were not
previously incorporated into our forecast and incremental expenses
associated with voyage cancellations on the National Geographic
Orion vessel. S&P had already included some impact from the Orion
cancellations into its previous forecast.
The negative outlook reflects S&P's forecast for adjusted leverage
to increase to about 4x, which is S&P's downgrade threshold,
primarily because of its forecast for a mid-single-digit percent
EBITDA decline in 2017.
S&P would consider lower ratings if adjusted leverage were
sustained above 4x or adjusted FFO to debt below 20%. This would
result from a modest underperformance relative to S&P's 2017
forecast. S&P could also lower the ratings if it no longer expected
Lindblad's leverage to improve to the mid-3x area in 2018 to
provide sufficient cushion relative to S&P's 4x downgrade threshold
to withstand operating volatility. Further, S&P could lower
ratings if Lindblad experienced additional frequent ship incidents
that S&P believed reflected a systemic maintenance issue in
Lindblad's fleet and that S&P believed would degrade the brand or
lead to a permanent impairment in net yields.
S&P would consider an outlook revision to stable once leverage is
sustained below the mid-3x area since S&P believes this would
provide sufficient cushion to its 4x downgrade threshold to
withstand volatility in EBITDA resulting from unplanned voyage
cancellations or other events without breaching that threshold.
Higher ratings are unlikely at this time given S&P's forecast for
an increase in adjusted leverage through 2017 and S&P's forecast
for negative free cash flow generation through 2018 due to capital
spending for ship deliveries. Nevertheless, S&P could consider
higher ratings if adjusted leverage was sustained under 3x,
adjusted FFO to debt was above 30%, and the company had a greater
ability to fund a more meaningful portion of its capital spending
internally. S&P could also raise the ratings if its view of
Lindblad's business risk improved, likely from an increase in
scale, scope, and diversity in the company's operations. These
scenarios could result from a meaningful reduction in debt or a
transformative acquisition.
LOVE GRACE: Intends to File Plan of Reorganization by August 18
---------------------------------------------------------------
Love Grace Holdings, Inc. requests the U.S. Bankruptcy Court for
the Middle District of Louisiana to extend its exclusive periods to
file a Plan of Reorganization through August 18, 2017, and to
obtain acceptances of a Plan of Reorganization until 60 days
thereafter.
The Debtor contends that cause exists to extend the Exclusivity
Periods, citing that: (a) the Debtor is profitable; (b) the Debtor
has put together a pro-forma cash flow in which it has some
confidence that will allow meaningful and realistic negotiations
for Plan treatment for creditors; and (c) the Debtor has requested
a meeting with the Unsecured Creditors Committee to negotiate their
plan treatment based upon the Debtor's pro-forma.
The Debtor relates that it has also requested an extension to
assume or reject leases of non-residential real property in order
to evaluate the viability of the stores it retained after filing
for relief. The Debtor claims that the evaluation of the retained
stores is essential to the crafting of a plan.
The Debtor also claims that since the petition date, it has been
profitable and has constructed a pro-forma cash flow that will form
the basis of the Debtor's Plan. The pro-forma assumes $9,000,000 of
gross revenue.
About Love Grace Holdings
Love Grace Holdings, Inc., doing business as Apricot Lane and Blu
Spero Boutique, operates a series of retail clothing outlets in
malls. The locations are in Florida, Alabama, Louisiana and
Mississippi.
Love Grace Holdings filed a chapter 11 petition (Bankr. M.D. La.
Case No. 17-10057) on Jan. 20, 2017. The petition was signed by
Arthur A. Lancaster, Jr., president and sole shareholder. The case
is assigned to Judge Douglas D. Dodd. The Debtor estimated assets
and liabilities at $1 million to $10 million.
The Debtor is represented by Greta M. Brouphy, Esq., and Douglas S.
Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC.
On February 6, 2017, the U.S. trustee for Region 5 appointed an
official committee of unsecured creditors. The committee members
are: (1) GGP Limited Partnership; (2) Intex Flooring, LLC; and (3)
Douglas Kampen. The Committee hired Paul Douglas Stewart, Jr.,
Esq. at Stewart Robbins & Brown, LLC as its legal counsel.
No trustee or examiner has been appointed or designated in the
case.
LUVU BRANDS: Reports $111,000 Net Income for Third Quarter
----------------------------------------------------------
Luvu Brands, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $111,000 on $4.02 million of net sales for the three months
ended March 31, 2017, compared to a net loss of $159,000 on $4.30
million of net sales for the three months ended March 31, 2016.
For the nine months ended March 31, 2017, the Company reported net
income of $334,000 on $13.26 million of net sales compared to a net
loss of $157,000 on $12.90 million of net sales for the nine months
ended March 31, 2016.
As of March 31, 2017, Luvu Brands had $3.59 million in total
assets, $5.66 million in total liabilities and a total
stockholders' deficit of $2.07 million.
Louis Friedman, chairman and chief executive officer, commented,
"We are pleased with the improved operating performance of the
Company, despite the decrease in sales during the quarter. As we
previously announced, we are focusing more on sales of our
manufactured products and less on lower margin distributed
products. As a result, our gross profit margin during the three
months ended March, 31, 2017, increased to 33.5% from 24.1% in the
same period last year. The production improvements that we made
during calendar year 2016 and earlier in the third quarter are also
yielding positive results."
Mr. Friedman added, "During the third quarter, net sales of our
Jaxx and Avana products (combined) increased by 81%. Unit
shipments of Avana products increased 83% during the third quarter
to approximately 4,500 units. Unit shipments of Jaxx products
increased approximately 40% during the third quarter over last year
third quarter. We expect to see continued strong growth for both
of these brands during the remainder of calendar 2017."
Net cash provided by operating activities was approximately
$292,000 in the nine months ended March 31, 2017, compared to
approximately $70,000 net cash used in operating activities in the
nine months ended March 31, 2016. In the current fiscal year, the
major contributors to the cash provided by operations was the net
income of $334,000 plus the decrease in accounts receivable of
$151,000 and non-cash charge for depreciation of $157,000, offset
in part by the increase in inventory of $207,000 and the decrease
in accounts payable of $139,000.
Cash used in investing activities in the nine months ended
March 31, 2017, was $61,000 and related to the purchase and
installation of new production equipment during the first, second
and third quarters.
Cash used in financing activities during the nine months ended
March 31, 2017, of $431,000 was primarily attributable to the
repayment of the credit card advance and short-term unsecured
notes, offset by the proceeds from an unsecured note payable,
proceeds from the credit card advance and the sale of common
stock.
Cash provided by financing activities during the nine months ended
March 31, 2016, of $203,000 was primarily attributable to the
borrowing from the credit card advance, the proceeds from the
issuance of an unsecured note payable, net borrowing under the line
of credit and the sale of common stock, offset in part by the
repayment of the credit card advance and the repayment of the
unsecured notes payable.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/UTxSP9
About Luvu Brands
Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.
Luvu Brands reported a net loss of $312,000 on $16.8 million of net
sales for the year ended June 30, 2016, compared to a net loss of
$474,000 on $15.6 million of net sales for the year ended
June 30, 2015.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a net
loss of $312,000, a working capital deficiency of $2.4 million, and
an accumulated deficit of $9.2 million. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MARIMED INC: Incurs $32,000 Q1 Loss Attributable to Shareholders
----------------------------------------------------------------
MariMed Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss attributable to
World Online common shareholders of $32,240 on $1.15 million of
total revenues for the three months ended March 31, 2017, compared
to a net loss attributable to Worlds Online common shareholders of
$100,535 on $614,456 of total revenues for the three months ended
March 31, 2016.
As of March 31, 2017, MariMed had $10.84 million in total assets,
$9.95 million in total liabilities and $890,554 in total
stockholders' equity.
The Company's unrestricted cash and cash equivalents was $640,282
at March 31, 2017. The Company had capital expenditures of
$1,806,655 in the three months ending March 31, 2017, compared to
$990,504 for the period ended in 2016.
"MariMed Inc. has had only limited revenues from operations and has
a negative working capital. There can be no assurance that the
Company will be able to obtain the substantial additional capital
resources necessary to fully implement its business plan or that
any assumptions relating to its business plan will prove to be
accurate. The Company is pursuing sources of additional financing
and there can be no assurance that any such financing will be
available to the Company on commercially reasonable terms, or at
all. Any inability to obtain additional financing will likely have
a material adverse effect on the Company, including possibly
requiring the Company to reduce and/or cease operations.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/jgQ3WA
About MariMed
Based in Brookline, Mass., MariMed Inc., formerly known as
Worlds Online Inc., currently operates in two separate segments
with one segment being a 3D entertainment portal which leverages
its proprietary licensed technology to offer visitors a network of
virtual, multi-user environments which the Company calls "worlds"
and the second segment, MariMed Advisors, being a management
company in the medical cannabis industry.
Worlds Online reported net income of $321,165 on $3.564 million of
total revenue for the year ended Dec. 31, 2016, compared with a net
loss of $1.84 million on $1.270 million of total revenue for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Worlds Online had
$8.56 million in total assets, $9.11 million in total liabilities
and a $551,442 total stockholders' deficit.
L&L CPAS, PA issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors noted the Company has suffered recurring operating
losses, has an accumulated stockholders' deficit, has negative
working capital, has had minimal revenues from operations, and has
yet to generate an internal cash flow that raises substantial doubt
about its ability to continue as a going concern.
MARINE ACQUISITION: Acquisition Deal No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service says that Marine Acquisition Corp's
acquisition of a marine fuel tanks manufacturer is a credit
positive because of the strategic benefits it provides including
increased scale, expanded market share in the marine fuel tank
space, and additional growth capacity for the company's Inca and
BlueSkies business units. However, the transaction will be financed
with debt increasing debt-to-EBITDA leverage. There is no current
impact to the company's ratings, including SeaStar's B2 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating (PDR), B2
senior secured first lien credit facility rating or its stable
rating outlook because while debt-to-EBITDA leverage is high it
remains within the range expected for the B2 CFR.
Moody's maintains the following ratings on SeaStar:
Corporate Family Rating, B2
Probability of Default Rating, B3-PD
$25 Million Senior Secured First Lien Revolving Credit Facility due
2019, B2 (LGD3)
$370 Million ($340 Million Outstanding; Including $70 Million
Add-On) Senior Secured First Lien Term Loan B due 2021, B2 (LGD3)
Outlook, Stable
RATINGS RATIONALE
Headquartered in Litchfield, IL, SeaStar is a leading provider of
steering systems for recreational boats, in addition to other parts
such as controls, fuel tanks, and aftermarket engine and drive
replacement parts for marine applications. The company also sells
industrial equipment primarily for heating applications. SeaStar
was acquired by funds affiliated with American Securities in
January 2014. Reported revenues for the twelve months ended March
31, 2017 were approximately $263 million.
MEMPHIS LOUIE: Disclosure Statement Hearing Set for June 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee is
set to hold a hearing on June 15 to consider approval of the
Chapter 11 plan for Memphis Louie, LLC.
The hearing will be held at 10:15 a.m., at Courtroom 645, 200
Jefferson Avenue, Memphis, Tennessee.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 9.
The order set a June 8 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.
About Memphis Louie
Memphis Louie, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tenn. Case No. 17-21092) on February 3, 2017, disclosing less
than $1 million in both assets and liabilities. The Debtor is
represented by Michael P. Coury, Esq.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
On May 5, 2017, the Debtor filed a Chapter 11 plan and disclosure
statement.
MIDLAND FUNDING: ACA International Lauds Court Ruling in FDCPA Case
-------------------------------------------------------------------
ACA International, the Association of Credit and Collection
Professionals, lauds the U.S. Supreme Court's decision to reverse
the Eleventh Circuit's ruling that stopped debt collectors from
filing claims in bankruptcy on old debts.
The U.S. Supreme Court ruled 5-3 on Monday, May 15, in favor of the
credit-and-collection industry, in the case of Midland Funding, LLC
v. Johnson, in which the key issue was whether the debt collector
is subject to the FDCPA for filing a stale proof of claim.
"This is an important issue for our industry, and ACA International
continues to be involved in the courts to protect our members'
ability to recover rightfully owed obligations -- including debts
that remain valid under the law even after the statute of
limitations has expired," ACA International CEO
Pat Morris said. "The economic and social benefit that the
credit-and-collection industry provides applies with no less force
to time-barred debt or other debt."
"The credit-and-collection industry has relied on a long and
consistent series of judicial opinions, going back at least to the
1990s, under which a debt collector or a debt buyer can participate
in the bankruptcy process without running afoul of the FDCPA."
"Three years ago, the Eleventh Circuit's holding in Crawford v.
LVNV Funding, LLC, called that longstanding and consistent
interpretation into question, with results that have confused the
credit-and-collection industry, have created an unnecessary
conflict between two federal statutes and among the circuit courts
of appeals, frustrated the bankruptcy code's purpose of giving
debtors a fresh start, and unfairly imposed liability on debt
collectors."
"ACA International is pleased that the Supreme Court has corrected
the Eleventh Circuit's frustrating and confusing error, and has
restored the status quo ante that had worked successfully for
decades," Mr. Morris said.
ACA International (ACA), the association of credit and collection
professionals, is the largest membership organization in the credit
and collection industry. Founded in 1939, ACA brings together
third-party collection agencies, law firms, asset buying companies,
creditors and vendor affiliates, representing tens of thousands of
industry professionals. ACA produces a wide variety of products,
services and publications, including educational and
compliance-related information; and articulates the value of the
credit and collection industry to businesses, policymakers and
consumers.
MOUNTAIN CREEK: May 24 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------
Andy Vara, United States Trustee for Region 3, will hold an
organizational meeting on May 24, 2017, at 11:00 a.m. in the
bankruptcy case of Mountain Creek Resort, Inc., et al.
The meeting will be held at:
United States Trustee's Office
One Newark Center, 1085 Raymond Blvd.
14th Floor, Room 1401
Newark, NJ 07102
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
The Company and its affiliate sought bankruptcy protection on May
15, 2017 (Bankr. D. N.J, Case No. 17-19899). The petition was
signed by Jeffrey Koffman, chief financial officer. Hon. Stacey L.
Meisel presides over the case.
The Debtors listed total estimated assets of $10 million to $50
million and total estimated liabilities of $10 million to $50
million.
Getzler Henrich & Associates LLC serves as lead bankruptcy counsel
to the Debtors.
NATIONAL CINEMEDIA: S&P Lowers CCR to 'B+' on Weak Performance
--------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit
ratings on Centennial, Colo.-based National CineMedia Inc. (NCM)
and its operating subsidiary National CineMedia LLC (which S&P
analyzes on a consolidated basis) to 'B+' from 'BB-'. The rating
outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's senior secured credit facilities to 'B+' from 'BB-'. The
recovery rating remains unchanged at '3', indicating S&P's
expectation for meaningful recovery (50%-70%; rounded estimate:
60%) in the event of payment default.
S&P also lowered its issue-level rating on the senior unsecured
debt to 'B-' from 'B'. The recovery rating remains unchanged at
'6', indicating S&P's expectation for negligible recovery (0%-10%;
rounded estimate: 0%) in the event of payment default.
National CineMedia LLC is the borrower of the senior secured and
unsecured debt.
"The downgrade reflects our expectation that NCM's leverage will
increase to roughly 4.4x by the end of 2017 due to EBITDA declines
from weakness in national advertising and growth in theater access
fees related to a contractual increase and positive trends in
theater attendance," said S&P Global Ratings' credit analyst Scott
Zari. S&P previously had expected NCM's revenue growth to
accelerate in 2017, after underperforming in 2016, due to the
strength of the film slate and industry expectation for a record
box office year leading to improvements in inventory utilization.
NCM reported much weaker-than-expected operating results for the
first quarter of 2017, with declines in national advertising that
outpaced its ad-supported media peers', and the company
significantly lowered its guidance for 2017. S&P expects that
NCM's revenues will continue to be affected by weakness in the
national advertising market and competition from cable and
broadcast television networks for advertising dollars.
"The stable rating outlook reflects our view that NCM will maintain
its leading market position and adequate liquidity, despite our
expectation that the company's utilization rates will continue to
face pressure in 2017, its expenses will grow due mainly to a
contractual increase in theater access fees, and its leverage will
increase to the mid-4x area on a sustained basis," said Mr. Zari.
S&P could lower its corporate credit rating on NCM if the company's
operating performance deteriorates faster than S&P expects due to
pricing pressure or further declines in utilization rates, which
could occur if structural changes in theater operations reduce the
attractiveness of in-theater advertising. This scenario would
likely result in leverage increasing above 5x on a sustained basis
or in less-than-adequate liquidity.
S&P could raise the rating if it expects the company will be able
to reduce and maintain leverage below 4x. An upgrade would likely
require improvements in utilization or pricing leading to stable
revenue growth that more than offsets increases in theater access
fees, and it might also require a change to NCM's policy of
distributing almost all of its free cash flow to shareholders.
NELSON DERMATOLOGY: Hires Odin Feldman as Attorney
--------------------------------------------------
Nelson Dermatology, PLLC, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Odin Feldman &
Pittleman, P.C., as attorney to the Debtor.
Nelson Dermatology requires Odin Feldman to:
a) advise the Debtor with respect to its rights, powers, and
duties as debtor and debtor-in-possession;
b) advise and consult with the Debtor on the conduct of its
chapter 11 case, including all legal and administrative
requirements of operating in chapter 11 and concerning the
Debtor's rights and remedies with regard to the estate's
assets and the claims of secured and unsecured creditors
and other parties in interest;
c) attend meetings and negotiate with creditors, equity
security holders, and other parties in interest in the
case;
d) advise the Debtor in connection with any contemplated sale
of assets or business combinations;
e) advise the Debtor in connection with post-petition
financing, cash collateral, and exit financing
arrangements;
f) advise the Debtor on matters relating to the assumption,
rejection, assignment, restructuring, or re-
characterization of unexpired leases and executory
contracts;
g) consult with and advise the Debtor in connection with the
operation of or the termination of the operation of the
Debtor's businesses;
h) take necessary actions to protect and preserve the Debtor's
estate, including the prosecution and defense of actions
and proceedings arising in or related to the cases, and
reviewing, objecting to, and resolving claims against the
Debtor's estate;
i) prepare, or assist in the preparation of, such pleadings,
motions, notices, orders, schedules, reports, and other
documents as are required for the orderly administration of
the estate;
j) advise the Debtor concerning, and to prepare responses to,
pleadings, motions, notices, orders, schedules, reports,
and other documents filed by other parties in the
bankruptcy case;
k) advise the Debtor regarding, and to prepare, file, and
obtain confirmation of a plan of reorganization or a plan
of liquidation, a disclosure statement, and related
agreements and documents;
l) appear before the bankruptcy Court, other courts, panels,
and tribunals, and the U.S. Trustee, and to protect the
interests of the Debtor's estate in such proceedings;
m) meet and coordinate with other counsel and other
professionals retained on behalf of the Debtor;
n) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection
with the bankruptcy cases; and
o) assist in such other matters as the Debtor may require.
Odin Feldman will be paid at these hourly rates:
Shareholders $300-$700
Associates $185-$350
Paraprofessionals $125-$190
Odin Feldman is holding a retainer in the amount of $3,000,
including the $1,717 to cover the filing fees.
Odin Feldman will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lauren Friend McKelvey, shareholder of Odin Feldman & Pittleman,
P.C., 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.
Odin Feldman can be reached at:
Lauren Friend McKelvey, Esq.
ODIN FELDMAN & PITTLEMAN, P.C.
1775 Wiehle Avenue, Suite 400
Reston, VI 20190
Tel: (703) 218-2135
Fax: (703) 218-2160
About Nelson Dermatology, PLLC
Nelson Dermatology, PLLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Va. Case No. 17-11536) on May 5, 2017. Judge Brian F.
Kenney presides over the case.
NEPHROGENEX INC: Court Confirms Reorganization Plan
---------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order on May 10, 2017, confirming NephroGenex Inc.'s modified
Plan of Reorganization. As previously reported, "The total number
of shares of stock which the corporation is authorized to issue is
$5,000 shares of common stock, having a par value of $0.001 per
share. To the extent prohibited by Section 1123 of title 11 of the
United States Code, as amended, the corporation shall not issue any
class or series of nonvoting stock; provided, however that the
foregoing (i) will have no further force and effect beyond that
required under Section 1123 of the Bankruptcy Code, (ii) will have
such force and effect, if any, only for so long as such Section
1123 is in effect and applicable to the corporation and (iii) may
be amended or eliminated in accordance with applicable law as from
time to time in effect. The Trustee shall be compensated in the
amount of $5,000 per month, until the Chapter 11 Case has been
closed and $200 per month thereafter. The Debtor projected that,
under the Liquidating Plan, the Debtor's unsecured creditors would
receive distributions equal to 26.8% to 37.1% of the allowed
amounts of their claims .... As a result of the contemplated
restructuring under the Plan, Holders of Allowed General Unsecured
Claims are projected to receive a 46.4% to 50.4% recovery on their
Claims - which is a material improvement over the 26.8% to 37.1%
projected recovery under the Debtor's Liquidating Plan." This drug
development company filed for Chapter 11 protection on April 30,
2016, listing $23 million in prepetition assets.
About NephroGenex, Inc.
Raleigh, N.C.-based NephroGenex, Inc., is a drug development
company that focuses on developing novel therapies for kidney
disease. It develops Pyridorin (pyridoxamine dihydrochoride), a
therapeutic agent, which is in Phase III clinical study for the
treatment of diabetic nephropathy.
NephroGenex filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11074) on April 30, 2016, disclosing $4.9 million
in total assets and $6.2 million in total debt as of April 30,
2016. The petition was signed by John P. Hamill, chief executive
officer and chief financial officer.
David R. Hurst, Esq., at Cole Scotz P.C. serves as the Debtor's
bankruptcy counsel. Cassel Salpeter & Co. LLC is the Debtor's
investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the Debtor's claims and noticing agent.
To date, no Creditors' Committee has been appointed by the Office
of the U.S. Trustee. No trustee or examiner has been appointed in
the Debtor's Chapter 11 case.
NEW YORK CRANE: Committee Taps Keen-Summit as Real Estate Broker
----------------------------------------------------------------
The official committee of unsecured creditors of New York Crane and
Equipment Corp. seeks court approval to hire a real estate broker.
In a filing with the U.S. Bankruptcy Court for the Eastern District
of New York, the committee proposes to hire Keen-
Summit Capital Partners LLC in connection with the sale of real
properties owned by the company and its affiliates, most of which
are located in New Jersey.
The firm will receive an advisory fee of $50,000, payable in two
equal monthly installments of $25,000.
Keen-Summit will also get a commission of 5% of the first $10
million of gross sale proceeds of the real properties; 4% of the
next $10 million; 3% of the next $10 million; and 1% of everything
over $30 million. However, if the purchaser of a parcel of the
properties is represented by a broker other than the firm, the
commission will be divided equally.
If Frank Kearney, Jr., who asserts interests in certain of the
properties, refinances or purchases a parcel of the properties and
such refinancing or purchase is approved by the court without
competitive bidding, and occurs before Keen-Summit begins to
provide services, then the firm will not be entitled to any
commission to those properties.
Harold Bordwin, managing director of Keen-Summit, disclosed in a
court filing that he and other employees of the firm do not hold
any interest adverse to the committee or the Debtors.
The firm can be reached through:
Harold Bordwin
Keen-Summit Capital Partners LLC
1460 Broadway
New York, NY 10036
Phone: (646) 381-9201
Email: hbordwin@Keen-Summit.com
About New York Crane
New York Crane & Equipment Corp., J.F. Lomma Inc. (De.), J.F. Lomma
Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy
petitions (Bankr. E.D.N.Y. Lead Case No. 16-40043) on Jan. 6,
2016.
The corporate Debtors operate crane, trucking and rigging companies
doing business in New York City and other parts of the country.
The petitions were signed by James F. Lomma as president. New York
Crane & Equipment disclosed total assets of $9.8 million and total
debts of $22.05 million. Judge Carla E. Craig presides over the
cases.
The Debtors have hired Goldberg Weprin Finkel Goldstein LLP as
their counsel; LaMonica Herbst & Maniscalco, LLP as special
counsel; Robert L. Friedbauer CPA PC as accountant; Marcum LLP as
financial advisor; and Pro Star Pilatus Center LLC as Broker in
relation to an Aircraft Remarketing Agreement.
James Lomma is the president and sole shareholder of the corporate
Debtors. The Debtors employ LaMonica Herbst & Maniscalco, LLP as
special litigation and conflicts counsel to James F. Lomma.
On February 12, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Togut, Segal & Segal LLP as its counsel.
On December 9, 2016, the Debtors filed an amended disclosure
statement, which explains their proposed Chapter 11 plan of
reorganization. The plan proposes to pay general unsecured
creditors in full.
NORTH COAST TOOL: Hires Michael T. Moore as Accountant
------------------------------------------------------
North Coast Tool, Incorporated, seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Michael T. Moore, CPA, as accountant to the Debtor.
North Coast Tool requires Michael T. Moore to manage all accounting
services of the Debtor, including accounts receivable, accounts
payable, payroll, profit and loss statements, financial statements
and quarterly and annual taxes, during the pendency of the Chapter
11 proceedings.
Michael T. Moore will be paid at the hourly rate of $125.
Prior to the filing of the bankruptcy case, Michael T. Moore had an
outstanding account receivable owed from the Debtor in the amount
of $7,798.75 for prior accounting services. Michael T. Moore agreed
to waive such prepetition claims.
Michael T. Moore will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael T. Moore, CPA, assured the Court that the he 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.
Michael T. Moore can be reached at:
Michael T. Moore
3255 West 26th Street
Erie, PA 16506
Tel: (814) 616-8652
About North Coast Tool, Incorporated
North Coast Tool, Inc., sought Chapter 11 protection (Bankr. W.D.
Penn. Case No. 17-10342) on April 5, 2017. The Debtor is
represented by Daniel P. Foster, Esq., at Foster Law Offices.
NORTHWEST PEDIATRIC: Taps Bishop & LaForte as Special Counsel
-------------------------------------------------------------
Northwest Pediatric Services S.C. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Bishop & LaForte, Ltd.
The Debtor proposes to hire the firm as special counsel to defend a
possible eviction lawsuit and to negotiate a new lease.
The Debtor is a party to a lease for the East Park Professional
Center located in Elgin, Illinois.
The hourly rates charged by the firm are:
George LaForte, Jr. $325
Bob Hall $325
Timothy Hickey $295
James Cerami $275
Paralegals $150
Bishop & LaForte does not hold any interest adverse to the Debtor
or its bankruptcy estate, according to court filings.
The firm can be reached through:
George F. LaForte, Jr., Esq.
Bishop & LaForte, Ltd.
18W140 Butterfield Road, Suite 930
Oakbrook Terrace, IL 60181
Phone: 630-916-0123
Fax: 630-916-0567
About Northwest Pediatric Services
Headquartered in Elgin, Illinois, Northwest Pediatric Services
S.C., dba Kid Care Medical S.C., operates eight pediatric care
facilities throughout the greater Chicago area. It employs
approximately 36 people.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 16-09373) on March 18, 2016. The petition was signed
by Orawan Sukavachana, M.D., president.
The Debtor estimated assets of less than $500,000 and liabilities
of $1 million and $10 million.
Judge Jacqueline P. Cox presides over the case. Scott R Clar,
Esq., at Crane, Heyman, Simon, Welch & Clar serves as the Debtor's
bankruptcy counsel.
No trustee, examiner or committee of unsecured creditors has been
appointed.
On January 23, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization.
This is not the first time that the Debtor filed for bankruptcy
protection. The Debtor filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-07777) on Feb. 29, 2012, and its plan of
reorganization was confirmed on May 22, 2013.
NOVATION COMPANIES: Files Amended Indenture & Senior Notes
----------------------------------------------------------
BankruptcyData.com reported that Novation Companies filed with the
U.S. Bankruptcy Court a notice of filing form of (a) amended
indenture and (b) amended senior notes pursuant to the Debtors'
First Amended Joint Chapter 11 Plan of Reorganization. Among other
things, the indenture document notes, "Section 3.1(a) of the
Indenture is hereby deleted in its entirety and replaced with the
following: The unpaid principal amount of the Senior Notes shall
bear interest at a rate equal to LIBOR plus 3.50% per annum or such
other rate approved by the Bankruptcy Court in the Chapter 11 Cases
(the 'Full Rate'), such interest to accrue from the Plan Effective
Date or the most recent Interest Payment Date to which interest has
been paid or duly provided for, and any overdue principal, premium,
if any, or any overdue installment of interest shall bear
Additional Interest at the Full Rate compounded quarterly from the
dates such amounts are due until they are paid or funds for the
payment thereof are made available for payment." The senior notes
amendment states, "The Senior Notes are issuable only in registered
form without coupons in minimum denominations of $100,000 and any
integral multiple of $1,000 in excess thereof."
About Novation Companies
Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the
process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.
Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities. At the height of its business, the
Company originated more than $11 billion annually in mortgage
loans. After ceasing 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.
Novation Companies and certain of its subsidiaries filed voluntary
petitions for chapter 11 business reorganization in Baltimore,
Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016.
In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.
The cases are assigned to Judge David E. Rice.
The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy 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 Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has hired
Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation
Services, LLC, as valuation expert.
NUVERRA ENVIRONMENTAL: Hires Lazard as Investment Banker
--------------------------------------------------------
Nuverra Environmental Solutions, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Lazard Freres & Co. LLC, and Lazard Middle
Market LLC, as investment banker to the Debtors.
Nuverra Environmental requires Lazard to
a. review and analyze the Debtors' business, operations,
financial position, liquidity, and financial projections;
b. evaluate the Debtors' potential debt capacity in light of
its projected cash flows;
c. review and analyze the existing capital structure of the
Debtors and assist in the determination of an alternative
capital structure for the Debtors;
d. assist in the determination of a range of values for the
Debtors on a going concern basis;
e. advise the Debtors on tactics and strategies for
negotiating with the Stakeholders;
f. rendering financial advice to the Debtors and participate
in meetings or negotiations with the Stakeholders and
rating agencies or other appropriate parties in connection
with any Financing or Restructuring;
g. advise the Debtors on the timing, nature, and terms of new
securities, other consideration or other inducements to be
offered pursuant to any Financing or Restructuring;
h. advise and assist the Debtors in evaluating any potential
Financing transaction by the Debtors, and, subject to
Lazard's agreement so to act and, if requested by Lazard,
to execution of appropriate agreements, on behalf of the
Debtors, identifying potential sources of capital and
contacting such potential sources as the Debtors may
designate and assisting the Debtors in implementing such
Financing;
i. assist the Debtors in preparing documentation and
responding thereto, in each case within Lazard's areas of
expertise, in connection with any Financing, Restructuring,
or Sale Transaction;
j. assist the Debtors in identifying and evaluating candidates
for any potential Sale Transaction, advise the Debtors in
connection with negotiations and aid in the consummation
of any Sale Transaction;
k. attend, participate in and present at meetings of the Board
of Directors of Nuverra, with respect to matters on which
Lazard has been engaged to advise under the Engagement
Agreement;
l. if applicable, provide testimony, as necessary, with
respect to matters on which Lazard has been engaged to
advise under the Engagement Agreement in any proceeding
before the Court; and
m. provide the Debtors with other investment banking and
financial restructuring advice.
Lazard will be paid at these hourly rates:
a. Monthly Fee. A monthly fee (the "Monthly Fee") of $100,000
payable on execution of the Engagement Agreement and on the
1st day of each month thereafter until the earliest of (i)
the completion of a Restructuring or a Sale Transaction,
(ii) if the Debtors indicate that a Financing is to be the
final transaction, the completion of the Financing, or
(iii) the termination of Lazard's engagement. Fifty percent
(50%) of all Monthly Fees shall be credited against any
Financing Fee, Restructuring Fee, or Sale Transaction Fee
subsequently payable; provided that, in the event of a
chapter 11 filing, such credit shall only apply to the
extent such fees are approved in their entirety by the
Court.
b. Restructuring Fee. A fee equal to $2.5 million (the
"Restructuring Fee"), payable upon the consummation of a
Restructuring.
c. Financing Fee. A fee, payable upon consummation of a
Financing (as defined in the Engagement Agreement), equal
to the grater of (i) $1.0 million, and (ii) an amount equal
to the total gross proceeds raised in such Financing
multiplied by the applicable fee percentage in the table
below (the "Financing Fee").
Funds Raised Fee Percentage
First Lien Senior Secured Debt/DIP Financing 1.0%
Second Lien Debt 2.0%
Unsecured Debt 3.0%
Equity 5.0%
As more fully described in the Engagement Agreement, to the
Extent Financing is provided by existing creditors,
including the Debtors' existing asset-backed lenders,
and bondholders and/or the Debtors' Majority Shareholder,
Lazard will be paid as following: (x) if the Debtors have
not requested Lazard's assistance in connection with such
Financing, no Financing Fee will be due to Lazard with
respect to money provided by such persons and (y) if the
Debtors have requested Lazard's assistance in connection
with such Financing, Lazard will be paid (1) a full
Financing Fee with respect to any Financing from the
Debtors' existing asset-backed lenders and (2) fifty
percent (50%) of the Financing Fee that would otherwise be
payable with respect to any Financing from the Debtors'
other existing creditors and bondholders or the Debtors'
majority shareholder. One-half of any Financing Fees paid
shall be credited, without duplication, against any
Restructuring Fee or Sale Transaction Fee subsequently
payable to Lazard.
Lazard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Andrew Torgove, managing director of Lazard Freres & Co. LLC, and
Lazard Middle Market 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 Debtors' 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.
Lazard can be reached at:
Andrew Torgove
LAZARD FRERES & CO. LLC
LAZARD MIDDLE MARKET LLC
30 Rockefeller Plaza
New York, NY 10020
Tel: (212) 632-6000
About Nuverra Environmental Solutions, Inc.
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
The Hon. Kevin J. Carey is the case judge.
Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.
Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.
AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall. The Debtors
also hired Lazard Freres & Co. LLC, and Lazard Middle Market LLC,
as investment banker; and Prime Clerk LLC is the claims and
noticing agent.
NUVERRA ENVIRONMENTAL: Hires Shearman & Sterling as Co-Counsel
--------------------------------------------------------------
Nuverra Environmental Solutions, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Shearman & Sterling LLP, as co-counsel to the
Debtors.
Nuverra Environmental requires Shearman & Sterling to:
(a) provide legal advice with respect to the Debtors' rights
and duties as debtors in possession;
(b) prepare on behalf of the Debtors of all necessary
applications, motions, complaints, objections, responses,
answers, orders, reports, and other legal papers;
(c) advice on obtaining debtor in possession financing, and
the use of cash collateral, and exit financing, and the
terms and conditions of such financing;
(d) advice regarding the negotiation and pursuit of
confirmation of a chapter 11 plan and approval of the
corresponding solicitation procedures and disclosure
statement;
(e) attend at meetings and negotiations with representatives
of creditors, equity holders, prospective investors or
acquirers, and other parties-in-interest in connection
with the above matters;
(g) appear before the Court, any appellate courts, and the
Office of the U.S. Trustee for the District of Delaware
to protect the interests of the Debtors;
(h) provide general corporate, capital markets, mergers and
acquisitions, employment, tax, and litigation advice and
other general non-bankruptcy legal services to the
Debtors, as required; and
(i) perform all other legal services for the Debtors that are
Necessary and proper in the bankruptcy proceedings.
Shearman & Sterling will be paid at these hourly rates:
Partners $925-$1,500
Counsel $915-$1,135
Associates $325-$$995
Legal Assistants $215-$430
Shearman & Sterling will be paid a retainer in the amount of
$400,000.
Shearman & Sterling will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Fredric Sosnick, partner of Shearman & Sterling 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 (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
Debtors' 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.
Shearman & Sterling can be reached at:
Fredric Sosnick, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue
New York, NY 10022-6069
Tel: (212) 848-4000
Fax: (212) 848-7179
About Nuverra Environmental Solutions, Inc.
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
The Hon. Kevin J. Carey is the case judge.
Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.
Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.
AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall. The Debtors
also hired Lazard Freres & Co. LLC, and Lazard Middle Market LLC,
as investment banker; and Prime Clerk LLC is the claims and
noticing agent.
NUVERRA ENVIRONMENTAL: Hires Squire Patton as Special Counsel
-------------------------------------------------------------
Nuverra Environmental Solutions, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Squire Patton Boggs, as special counsel to the
Debtors.
Nuverra Environmental requires Squire Patton to represent the
Debtors in certain corporate, finance, including
debtor-in-possession financing for the chapter 11 cases,
securities, employment, and litigation matters.
Squire Patton will be paid at these hourly rates:
Partners $525-$975
Counsel $535-$730
Associates $255-$600
Paralegals $230-$305
Squire Patton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
a. Squire Patton has not agreed to a variation of its standard
or customary billing arrangements for this engagement;
b, None of the Squire Patton's professionals included in this
engagement have varied their rate based on the geographic
location of these chapter 11 cases;
c. Squire Patton was retained by the Debtors pursuant to an
engagement agreement dated July 18, 2013. While the billing
rates have been adjusted consistent with the Squire
Patton's standard annual adjustments and other conditions,
the material terms of the prepetition engagement are the
same as the terms described in the Application; and
d. The Debtors have approved or will be approving a
prospective budget and staffing plan for Squire Patton'
engagement for the postpetition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget may
be amended as necessary to reflect changed or unanticipated
developments.
Matthew M. Holman, partner of Squire Patton Boggs, 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
Debtors' 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.
Squire Patton can be reached at:
Matthew M. Holman, Esq.
SQUIRE PATTON BOGGS
1 E. Washington St., Suite 2700
Phoenix, AZ 85004
Tel: (602) 528-4000
Fax: (602) 253-8129
About Nuverra Environmental Solutions, Inc.
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
The Hon. Kevin J. Carey is the case judge.
Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.
Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.
AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall. The Debtors
also hired Lazard Freres & Co. LLC, and Lazard Middle Market LLC,
as investment banker; and Prime Clerk LLC is the claims and
noticing agent.
NUVERRA ENVIRONMENTAL: Hires Young Conaway as Co-Counsel
--------------------------------------------------------
Nuverra Environmental Solutions, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP, as
co-counsel to the Debtors.
Nuverra Environmental requires Young Conaway to:
a. provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued
operation of their business, management of their
properties, and the potential sale of their assets;
b. prepare and pursue confirmation of a plan and approval of a
disclosure statement;
c. prepare, on behalf of the Debtors, necessary applications,
motions, answers, orders, reports, and other legal papers;
d. appear in Court and protect the interests of the Debtors
before the Court; and
e. perform all other legal services for the Debtors that may
be necessary and proper in these proceedings.
Young Conaway will be paid at these hourly rates:
Pauline K. Morgan $890
Kenneth J. Enos $570
Jaime Luton Chapman $540
Kenneth A. Listwak $300
Debbie Laskin, Paralegal $270
Young Conaway received a retainer in the amount of $75,000, on
September 22, 2016. On March 31, 2017, Young Conaway received
$24,038 as advance payment for Chapter 11 filing fee.
Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
a. Young Conaway has not agreed to a variation of its standard
or customary billing arrangements for this engagement;
b. None of the Young Conaway's professionals included in this
engagement have varied their rate based on the geographic
location of these chapter 11 cases;
c. Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated September 13, 2016. The billing
rates and material terms of the prepetition engagement are
the same as the rates and terms described in the
Application; and
d. The Debtors have approved or will be approving a
prospective budget and staffing plan for Young Conaway's
engagement for the postpetition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget may
be amended as necessary to reflect changed or unanticipated
developments.
Pauline K. Morgan, partner of Young Conaway Stargatt & Taylor, 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 (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 Debtors' 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.
Young Conaway can be reached at:
Pauline K. Morgan (No. 3650)
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
About Nuverra Environmental Solutions, Inc.
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
The Hon. Kevin J. Carey is the case judge.
Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.
Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.
AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall. The Debtors
also hired Lazard Freres & Co. LLC, and Lazard Middle Market LLC,
as investment banker; and Prime Clerk LLC is the claims and
noticing agent.
ORANGE ACRES: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: Orange Acres Ranch Homeowners Association, Inc.
7282 55th Ave. East, #145
Bradenton, FL 34203
Case No.: 17-04326
Business Description: Orange Acres Ranch Homeowners Association,
Inc. is listed as a Florida Not For Profit
Corporation.
Chapter 11 Petition Date: May 18, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Hon. Michael G. Williamson
Debtor's Counsel: Scott A. Stichter, 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: sstichter.ecf@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brent Geary, president.
A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-04326.pdf
ORANGE ACRES: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: Orange Acres Ranch Homeowners Association, Inc.
7282 55th Ave. East, #145
Bradenton, FL 34203
Case No.: 17-04326
Business Description: Orange Acres Ranch Homeowners Association,
Inc. is listed as a Florida Not For Profit
Corporation.
Chapter 11 Petition Date: May 18, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Hon. Michael G. Williamson
Debtor's Counsel: Scott A. Stichter, 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: sstichter.ecf@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brent Geary, president.
A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-04326.pdf
ORBITE TECHNOLOGIES: Mulls Relisting After Emergence
----------------------------------------------------
Orbite Technologies Inc. on May 16, 2017 disclosed that further to
its press release of April 17, 2017, the Toronto Stock Exchange
("TSX") has de-listed its securities as of the close of business on
May 16 for failure to meet the continued listing requirements of
the TSX.
The Company has filed to have its common shares listed on the NEX
board towards a possible relisting, as a first step, on the TSX
Venture Exchange ("TSX-V") when and if the Company emerges from
creditor protection and meets the listing requirements of the
TSX-V. The listing on the NEX board is expected to become
effective in the next few days however trading will remain
suspended until further notice.
It is expected that the listing on the NEX board will allow the
Company to file for the listing of its common shares on the TSX-V,
on a simplified and cost-efficient basis. There can be no
guarantees that the Company will be successful in obtaining the
listing of its common shares on the TSX-V or on any other stock
exchange.
The Company is currently under the protection of the Companies
Creditors Arrangements Act and the Initial Order issued provides
for an initial stay of all proceedings until May 29th, 2017 and
appoints PricewaterhouseCoopers as monitor of the business and
financial affairs of the Company.
The Company's goal remains to put in place the required financing
to emerge from insolvency protection and protect the interests of
all stakeholders, including its shareholders.
About Orbite
Orbite Technologies Inc. (OTCQX:EORBF) is a Canadian cleantech
company whose innovative and proprietary processes are expected to
produce alumina and other high-value products, such as rare earth
and rare metal oxides, at one of the lowest costs in the industry,
and in a sustainable fashion, using feedstocks that include
aluminous clay, kaolin, nepheline, bauxite, red mud, fly ash as
well as serpentine residues from chrysotile processing sites.
Orbite is currently in the process of finalizing its first
commercial high-purity alumina (HPA) production plant in Cap-Chat,
Quebec and has completed the basic engineering for a proposed
smelter-grade alumina (SGA) production plant, which would use clay
mined from its Grande-Vallee deposit. The Company's portfolio
contains 15 intellectual property families, including 45 patents
and 48 pending patent applications in 11 different countries and
regions. The first intellectual property family is patented in
Canada, USA, Australia, Japan and Russia. The Company also
operates a state of the art technology development center in Laval,
Quebec, where its technologies are developed and validated.
PAKIE PLASTINO: Paine/EP Valor Buying LaQuinta Property for $2.7M
-----------------------------------------------------------------
Pakie Vincent Plastino asks the U.S. Bankruptcy Court for the
Western District of Washington to authorize the sale of property
located at 56485 Legends Circle, LaQuinta, Riverside County,
California, Parcel No. 762-420-016-2, to Eric Paine/EP Valor, Inc.,
for $1,000,000.
A hearing on the Motion is set for June 8, 2017 at 9:30 a.m. The
objection deadline is June 1, 2017.
On the Petition date, there was a deed of trust foreclosure sale
pending on the LaQuinta Property.
The Debtor and his wife, Olga Stewart Plastino, own the LaQuinta
Property. They purchased it in November 2006 for $1,275,000. They
have used it as vacation rental property, managed under OP, LLC,
the Debtor and his wife's management company.
The Debtor scheduled the LaQuinta Property at $1,100,000. Zillow
shows the value at $1,336,240, but the Debtor believes that this
value does not take into consideration the current condition of the
Property, the pending Deed of Trust Trustee foreclosure sale and
the general malaise in the Palm Spring area vacation properties.
This is a 4,132 sq. ft., 4-bedroom, 4.5-bath single family
residence situate on 0.57 acre on the 13th hole of the Palms Golf
Course.
The Debtor has not listed the Property, but has been talking with
or receiving inquiries from brokers and potential buyers since
mid-2016 as a result of the deed of trust, the trustee's sale
notice. He has received more than twenty inquiries on the
Property.
Russ Gamer, a broker from South Coast Real Estate Investments of
Laguana Beach California presented an all cash offer from the Buyer
for $1,000,000, subject to Court approval. The Purchase and Sale
Agreement provides for earnest money of $10,000 upon execution, an
additional $40,000 on Court approval and closing within 21 days of
the final non-appealable Court order approving the transaction.
The sale will be free and clear of any and all liens or interests
with the proceeds of sale, after payment of fees, and costs of sale
as well as certain undisputed liens, to be held in escrow pending
the outcome of the adversary proceeding to be filed by the Debtor.
Sec. 363(h) also allows the sale of any interest of the Debtor, his
spouse, and their marital estate. Ms. Plastino consents to the
sale and is a party to the Agreement.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Pakie_Plastino_26_Sales.pdf
The Debtor and his wife dispute the debt secured by the U.S Bank,
NA Trustee for Greenpoint Mortgage Funding Trust Pass Through
Certificate Series 2006-AR8 ("U.S. Bank Trust") deed of trust on
the Property and will shortly be filing an adversary proceeding to
set aside the deed of trust.
The Broker is the buyer's broker, however to the extent necessary
and appropriate; the Broker should be authorized to receive from
the proceeds under Sec. 327 of the Bankruptcy Code.
The Debtor asks the Court to approve the sale of LaQuinta Property
to the Buyer free and clear of all liens, claims and encumbrances
except fees and costs of sale; and for such further and other
relief as appropriate in the circumstances.
Counsel for the Debtor:
Craig S. Sternberg, Esq.
STERNBERG THOMSON OKRENT & SCHER, PLLC
520 Pike St., Suite 2250
Seattle, WA 98101
Telephone: (206) 386-5438
Facsimile: (206) 374-2868
E-mail: craig@stolaw.com
Pakie Vincent Plastino sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 17-11760) on April 18, 2017. The Debtor estimated
assets and liabilities in the range of $1,000,001 to $10 million.
The Debtor tapped Craig S. Sternberg, Esq., at Sternberg Thomson
Okrent & Scher, PLLC, as counsel.
PETSMART INC: Bank Debt Trades at 5% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc. is a
borrower traded in the secondary market at 94.55
cents-on-the-dollar during the week ended Friday, May 12, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.82 percentage points from the
previous week. Petsmart Inc. pays 300 basis points above LIBOR to
borrow under the $4.426 billion facility. The bank loan matures on
March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's
BB rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 12.
PHYSICAL PROPERTY: Incurs HK$220,000 Net Loss for First Quarter
---------------------------------------------------------------
Physical Property Holdings Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss and comprehensive loss of HK$220,000 on HK$228,000 of
total operating revenues for the three months ended March 31, 2017,
compared with a net loss and comprehensive loss of HK$167,000 on
HK$294,000 of total operating revenues for the same period during
the prior year.
As of March 31, 2017, Physical Property had HK$8.98 million in
total assets, $13.06 million in total liabilities, all current, and
a total stockholders' deficit of HK$4.07 million.
The Company has financed its operations primarily through advances
from Ngai Keung Luk, chairman, chief executive officer and the
principal stockholder. During the three months ended March 31,
2017, Mr. Luk made a net advance of HK$362,000 or US$46,000 to the
Company. Mr. Luk owns 94.5% of the Company's issued and
outstanding shares of common stock as of May 15, 2017.
Cash and cash equivalent balances as of March 31, 2017, and Dec.
31, 2016, were HK$291,000 (US$37,000) and HK$49,000, respectively.
Net cash provided by (used in) operating activities was HK$34,000
(US$4,000) and (HK$101,000) for the three-month periods ended March
31, 2017, and 2016, respectively.
Net cash provided by financing activities, which mainly included
repayment of bank loans and advances from the Principal
Stockholder, were HK$208,000 (US$27,000) and HK$78,000 during the
three-month periods ended March 31, 2017, and 2016, respectively.
During the three-month periods ended March 31, 2017, and 2016, the
Company had not entered into any transactions using derivative
financial instruments or derivative commodity instruments or held
any marketable equity securities of publicly traded companies.
The Company had no trade receivable balance as of March 31, 2017,
and Dec. 31, 2016. The Company obtains rental deposits from its
tenants and has never experienced any significant problems with
collection of accounts receivable. No provision for doubtful
receivables had therefore been made for the period under review.
During the three-month periods ended March 31, 2017 and 2016, the
Company had no purchases of investments.
Management believes that cash flow generated from the operations of
the Company, the tight cost and cash flow control measures, the
existing cash and bank balances on hand and the financial support
from the Principal Stockholder should be sufficient to satisfy the
working capital requirement of the Company for at least the next 12
months as the Principal Stockholder has confirmed his intention to
make available adequate funds to the Company as and when required
to maintain the Company as a going concern. However, there can be
no assurance that the financing from him will be continued.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/s5biTu
About Physical Property
Physical Property Holdings Inc. (PPYH.PK) is a Hong Kong-based
real estate company. The company buys, sells, invests in and rents
real estate in Hong Kong with five residential apartments in the
area.
Physical Property reported a loss and total comprehensive loss of
HK$730,000 on HK$1.08 million of rental income for the year ended
Dec. 31, 2016, compared with a net loss and total comprehensive
loss of HK$795,000 on HK$1.07 million of rental revenue for the
year ended Dec. 31, 2015.
Mazars CPA Limited, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company had a negative working
capital as of Dec. 31, 2016, and incurred losses for the year then
ended, which raised substantial doubt about its ability to continue
as a going concern.
PLAZA RETAIL: May 25 Auction of Angelo Galasso Designer Items
-------------------------------------------------------------
Dennis Alestra, as auctioneer, will sell at public auction on May
25, 2017, all the right, title and interest which Plaza Retail AG
LLC had on Dec. 8, 2016, or at anytime thereafter, of, in and to
the following:
-- various Angelo Galasso designer clothing, shoes, totes/bags
and accessories; and
-- various store belongings, including but not limited to
various furniture, framed photographs, display mannequins and
several electric and electronic appliances.
The auction will be held at 11:00 a.m., at the Plaza Hotel,
Edwardian Room, 768 5th Avenue, New York, New York.
Inspection of items will start one hour before sale. Successful
bidders must pay and take possession of all property by the end of
the day of sale.
Mr. Alestra can be reached at:
Dennis Alestra, auctioneer
Casia Divine LLC
128 Port Richmond Ave.
Staten Island, NY 10302 US
Tel: 1-718-727-7510
Cel: 1.917-337-7771
Email: AlestraAuctions@gmail.com
PROMETHEUS & ATLAS: Case Summary & 5 Unsecured Creditors
--------------------------------------------------------
Debtor: Prometheus & Atlas Real Estate Development, LLC
321 S. Casino Center Blvd.
Las Vegas, NV 89101
Case No.: 17-12699
Business Description: The Debtor listed its business as a single
asset real estate (as defined in 11 U.S.C.
Section 101(51B)). It owns 5 acres of
undeveloped land in Las Vegas, Nevada,
valued at $2.6 million.
Chapter 11 Petition Date: May 19, 2017
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: Nedda Ghandi, Esq.
GHANDI DEETER BLACKHAM
725 South 8th Street Suite 100
Las Vegas, NV 89101
Tel: (702) 878-1115
Fax: (702) 979-2485
E-mail: bankruptcy@ghandilaw.com
nedda@ghandilaw.com
Total Assets: $2.6 million
Total Liabilities: $1.75 million
The petition was signed by James Kalhorn, managing member.
A copy of the Debtor's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/nvb17-12699.pdf
PROQUEST LLC: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
S&P Global Ratings said that it revised its rating outlook on Ann
Arbor, Mich.-based content provider ProQuest LLC to stable from
negative and affirmed its 'B' corporate credit rating on the
company.
At the same time, S&P affirmed its 'BB-' issue-level on the
first-out revolving credit facility. The '1' recovery rating is
unchanged, indicating S&P's expectation for very high recovery
(90%-100%; rounded estimate: 95%) of principal in the event of a
payment default.
S&P also affirmed its 'B' issue-level rating on the company's term
loan B due 2021. The '3' recovery rating is unchanged, indicating
S&P's expectation for meaningful recovery (50%-70%; rounded
estimate: 60%) of principal in the event of a payment default.
Additionally, S&P affirmed its 'B-' issue-level rating on the
company's $125 million second-lien term loan due 2022. The '5'
recovery rating is unchanged, indicating S&P's expectation for
modest recovery (10%-30%; rounded estimate: 20%) of principal in
the event of a payment default.
The outlook revision reflects ProQuest's slightly
better-than-expected operating performance and the successful
integration of the Ex-Libris acquisition. "Although we expect the
company to incur a number of one-time costs related to the
acquisition in the first-half 2017, we believe they will be fully
eliminated by 2018," said S&P Global Ratings' credit analyst
Kathryn Archibald. "As a result, we believe the integration risk
associated with the acquisition has been alleviated and expect that
ProQuest's leverage will continue to decline to below 6x by
year-end 2017 from the high of over 7x following the acquisition."
The stable rating outlook on ProQuest reflects S&P's view that the
execution risk relating to the Ex-Libris acquisition has been
alleviated, and S&P's expectation that the company's credit metrics
will continue to improve and its leverage will decline to 6x or
lower over the next 12 months, with free operating cash flow of $70
million to $75 million in 2017.
S&P could lower the corporate credit rating if the company's free
cash flow becomes pressured, likely as result underperformance in
its core business due to economic weakness or budgetary pressure on
customers. S&P may also consider a negative rating action if the
company isn't able to significantly reduce one-time costs for the
first-half 2017, leading to leverage remaining above 6.5x on a
sustained basis.
Although unlikely in the next 12-18 months, S&P could consider a
positive rating action if the company adopts a more conservative
financial policy, such that S&P become convinced its leverage will
decline to under 5.0x on a sustained basis. Additionally, S&P
would need to see this in conjunction with an at least
mid-single-digit percentage growth in the core businesses and a
reduction in one-time expenses.
QUALITY CONSERVATION: Hires Norris McLaughlin as Attorney
---------------------------------------------------------
Quality Conservation Services, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ Norris
McLaughlin & Marcus, P.A., as attorney to the Debtor.
Quality Conservation requires Norris McLaughlin to:
a. represent the Debtor in the Chapter 11 bankruptcy case,
including all necessary court appearances, research,
preparation and drafting of pleadings and other legal
documents, hearing preparation and related work; and
b. negotiate and advise with respect to the Debtor's Chapter
11 bankruptcy case.
Norris McLaughlin will be paid at these hourly rates:
Partner $295-$700
Associate $225-$295
Paralegal $70-$210
Norris McLaughlin will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Morris S. Bauer, partner of Norris McLaughlin & Marcus, 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.
Norris McLaughlin can be reached at:
Morris S. Bauer, Esq.
NORRIS MCLAUGHLIN & MARCUS, P.A.
400 Crossing Boulevard, 8th Floor
Bridgewater, NJ 08807
Tel: (908) 722-0700
E-mail: mbauer@nmmlaw.com
About Quality Conservation Services, Inc.
Founded in 1997, Quality Conservation Services, Inc. --
http://www.qualityconservationservices.com/-- is a mid-sized
organization in the special trade contractors industry located in
Oak Ridge, New Jersey.
The Company and its affiliate sought bankruptcy protection on May
2, 2017 (Bankr. D. N.J, Case No. 17-19063). The petition was signed
by Samuel Galpin, chief executive officer. The Hon. Vincent F.
Papalia presides over the case.
The Debtors listed total estimated assets of $1 million to $10
million and total estimated liabilities of $1 million to $10
million.
Norris Mclaughlin & Marcus, PA serves as lead bankruptcy counsel to
the Debtors, and Morris S. Bauer, Esq. serves as local counsel.
QUEST SOLUTION: Reports $378K Net Loss for First Quarter
--------------------------------------------------------
Quest Solution, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $377,665 on $14.43 million
of total revenues for the three months ended March 31, 2017,
compared to a net loss attributable to common stockholders of $1.50
million on $14.87 million of total revenues for the three months
ended March 31, 2016.
As of March 31, 2017, Quest Solution had $27.78 million in total
assets, $42.95 million in total liabilities and a $15.16 million
total stockholders' deficit.
As of March 31, 2017, the Company had cash in the amount of
$939,703 of which $662,581 is on deposit and restricted as
collateral for a letter of credit and a corporate purchasing card,
and a working capital deficit of $15,073,521, compared to cash in
the amount of $954,700, of which $665,220 is restricted, and a
working capital deficit of $15,323,313 as at Dec. 31, 2016. In
addition, the Company had a stockholder's deficit of $15,169,173 at
March 31, 2017 and $14,825,188 as of Dec. 31, 2016.
The Company's operations resulted in net cash provided of
$4,076,958 during the three months ended March 31, 2017, compared
to net cash provided of $293,158 during the three months ended
March 31, 2016, an increase of $3,783,800. This increase in net
cash is predominantly attributable to the net cash provided from
the decrease in accounts receivable of $4,296,425 during the
quarter ended March 31, 2017, offset by $889,466 decrease in
accounts payable.
Net cash provided by investing activities was $1,519 for the three
months ended March 31, 2017, compared to net cash provided of
$135,827 for the three months ended March 31, 2016, a decrease of
$134,308 attributable to the variation in the restricted cash.
The Company's financing activities used net cash of $4,090,835
during the three months ended March 31, 2017, compared to net cash
provided of $320,713 during the three months ended March 31, 2016.
The Company was able to decrease the line of credit by $2,474,840
and decrease the notes payable by $1,707,919.
The Company's results of operations have not been affected by
inflation and management does not expect inflation to have a
material impact on its operations in the future.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Y2lJB9
About Quest Solution
Quest Solution, formerly known as Amerigo Energy, Inc., is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution incurred a net loss attributable to stockholders of
$14.21 million for the year ended Dec. 31, 2016, following a net
loss of $1.71 million for the year ended Dec. 31, 2015.
RBSM, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company has a working capital deficiency and
significant subordinated debt resulting from acquisitions. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
RAMOS REALTY: Hires Torres & Associates as Attorney
---------------------------------------------------
Ramos Realty, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Maryland to employ Torres & Associates, LLC, as
attorney to the Debtor.
Ramos Realty requires Torres & Associates to:
a. advise the Debtor as to its rights, duties and powers as a
debtor in possession;
b. prepare and file the statements, schedules, plans, and
other documents and pleadings necessary to be filed by the
Debtor in the bankruptcy case;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in
the bankruptcy case; and
d. perform such other legal services as may be necessary in
connection with this case.
Torres & Associates 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.
Jasmin M. Torres, member of Torres & Associates, 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.
Torres & Associates can be reached at:
Jasmin M. Torres, Esq.
TORRES & ASSOCIATES, LLC
711 St. Paul Street
Baltimore, MD 21202
Tel: (410) 262-0243
About Ramos Realty, LLC
Ramos Realty, LLC, is a Maryland limited liability company
registered at 118 Cherry Valley Road, Baltimore, Maryland 21136. It
is a real estate construction and management company developing and
rehabbing properties in the state of Maryland and throughout the
east coast.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Md.
Case No. 16-23901) on October 18, 2016, disclosing assets and
liabilities of less than $1 million. The Debtor is represented by
Jasmin Marie Torres, Esq., at Torres & Associates, LLC.
On April 10, 2017, the Debtor filed a Chapter 11 plan and
disclosure statement.
RESHETAR REALTY: Sale of Springfield Property for $80K Approved
---------------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Reshetar Realty, Inc.'s
private sale of undeveloped property located at Lot 18 in the
Springton Knoll subdivision at Woodbyne Road, Springfield Township,
Bucks County, Pennsylvania, Tax Parcel # 42-17-59-19, to Genesis
Builders for $80,000.
The sale is free and clear of all liens, claims and encumbrances
including any lis pendens.
The 14-day stay imposed by Fed. R. Bankr. P. 6004(h) is waived and
the Order is effective immediately upon its entry.
About Reshetar Realty
Reshetar Realty, Inc., is in the business of acquiring properties
for future development. Currently it owns undeveloped property
located at Lot 18 in the Springton Knoll subdivision at Woodbyne
Road, Tax Parcel No. 42-17-59-19.
Reshetar Realty filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 16-17899) on Nov. 10, 2016. The Debtor says
assets and liabilities are both below $1 million.
Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP,
serves as bankruptcy counsel to the Debtor. Douglas E. Estep,
P.A., is the Debtor's accountant.
ROSETTA GENOMICS: Files Amendment No.1 to Form F-1 Prospectus
-------------------------------------------------------------
Rosetta Genomics Ltd. filed with the Securities and Exchange
Commission an amendment No. 1 to Form F-1 registration statement
relating to the offering, on a best efforts basis, of up to
1,500,000 Class A Units, with each Class A Unit consisting of (i)
one ordinary share, par value NIS 7.2, or Ordinary Shares, and (ii)
a warrant to purchase 0.50 Ordinary Share, or a Series A Warrant.
The Company amended the Registration Statement to delay its
effective date.
The Company does not currently have a sufficient number of
authorized Ordinary Shares to cover the shares issuable upon
exercise of the Series A Warrants being offered by this prospectus.
As a result, before any Series A Warrants can become exercisable,
it will seek shareholder approval of an amendment to its amended
and restated articles of association to increase the number of
authorized Ordinary Shares to Ordinary Shares at a special meeting
of shareholders. While all current directors and executive
officers are supportive of the Charter Amendment, the Company
cannot assure that it will be able to obtain requisite shareholder
approval of the Charter Amendment. In the event its shareholders
do not approve the Charter Amendment, the Series A Warrants will
not be exercisable and may not have any value.
The Series A Warrants will be exercisable on any day on or after
the date that the Company publicly announce through the filing of a
Current Report on Form 6-K that the Charter Amendment has been
approved by our shareholders and has become effective. Each Class
A Unit will be sold at an assumed public offering price of $2.22
per unit, the closing price of the Company's Ordinary Shares on the
NASDAQ Capital Market on May 12, 2017. The actual offering price
per Class A Unit will be determined between us and the placement
agent at the time of pricing and may be at a discount to the
current market price. The Class A Units will not be issued or
certificated. The Ordinary Shares and Series A Warrants part of a
Class A Unit are immediately separable and will be issued
separately, but will be purchased together in this offering.
The Company is also offering to those purchasers, if any, whose
purchase of Class A Units in this offering would result in the
purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of our outstanding
Ordinary Shares immediately following the consummation of this
offering, the opportunity to purchase, if they so choose, up to
1,500,000 Class B Units, in lieu of Class A Units that would
otherwise result in beneficial ownership in excess of 4.99% (or at
the election of the purchaser, 9.99%) of its outstanding Ordinary
Shares, with each Class B Unit consisting of (i) a pre-funded
warrant to purchase one Ordinary Share, or a Series B Warrant, and
(ii) a Series A Warrant to purchase 0.50 Ordinary Share. The
Series B Warrants will have an exercise price of $0.01 per Ordinary
Share and will be exercisable immediately until exercised in full.
Each Class B Unit will be sold at an assumed public offering price
of $2.21. The actual offering price per Class B Unit will be
determined between us and the placement agent at the time of
pricing and may be at a discount to the current market price, but
will be identical to the offering price of Class A Unit minus
$0.01. The Class B Units will not be issued or certificated. The
pre-funded Series B Warrants and the Series A Warrants part of a
Class B Unit are immediately separable and will be issued
separately, but will be purchased together in this offering. There
can be no assurance that the Company will sell any of the Series B
Warrants being offered.
The Ordinary Shares issuable from time to time upon exercise of the
Series A Warrants and the pre-funded Series B Warrants are also
being offered by this prospectus.
The Company's Ordinary Shares are currently listed on the NASDAQ
Capital Market under the symbol "ROSG." On May 12, 2017, the last
reported sale price of the Company's Ordinary Shares was $2.22 per
share. There is currently no established public trading market for
the Series A Warrants and the pre-funded Series B Warrants offered
in this offering. The Series A Warrants and pre-funded Series B
Warrants are not and will not be listed for trading on any national
securities exchange.
A full-text copy of the Form F-1/A is available for free at:
https://is.gd/HLT7bl
About Rosetta Genomics
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015. As of Dec. 31,
2016, Rosetta had US$11.96 million in total assets, US$7.54 million
in total liabilities and $4.41 million in total
shareholders' equity.
Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.
RUE21 INC: $275-Million DIP Financing Has Interim Approval
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
entered an interim order authorizing rue21, inc., et al., to obtain
postpetition financing.
Pending a final hearing, the Debtors are authorized obtain senior
secured postpetition financing on a superpriority basis consisting
of not greater than $125,000,000 at any one time outstanding under
a senior secured superpriority revolving credit facility, and
$40,000,000 at any one time outstanding under a term loan credit
facility.
A final hearing is scheduled for June 12, 2017, at 10:00 a.m.,
prevailing Eastern Time. Objections to entry of a final order are
due June 5, 2017, at 4:00 p.m. Eastern Time.
A copy of the Interim DIP Order is available at:
http://bankrupt.com/misc/rue21_141_Interim_DIP_Ord.pdf
The Debtors have filed a motion seeking approval of:
(x) a senior secured superpriority revolving credit facility in
the aggregate principal amount of up to $125,000,000 (the "DIP ABL
Credit Facility"), including (a) a $25,000,000 sublimit for the
issuance of letters of credit and (b) a $15,000,000 sublimit for
swingline loans, and
(y) a postpetition financing on a superpriority basis in the
aggregate principal amount of up to $150,000,000 consisting of a
(a) $50,000,000 new money multiple draw term loan facility and (b)
$100,000,000 of term loans resulting from the "roll-up" of amounts
outstanding under the Prepetition Term Loan Agreement.
The Motion was brought on an emergency basis.
The Debtors enter chapter 11 with limited available liquidity --
less than $3 million (including cash held at stores), with $17
million in availability under the Debtors' prepetition ABL facility
-- significantly below the minimum required to preserve and
maximize the value of their estates.
The Debtors require immediate access to the liquidity provided by
the DIP Facilities, in order to prudently operate their business
and maximize value, including to ensure that inventory for the
upcoming back-to-school season will be delivered to the Debtors'
estates in a timely manner. The Debtors' inventory is
manufactured, in large part, by foreign vendors and requires long
lead-times between the submission of a purchase order and delivery
of manufactured goods. Failure of the Debtors to receive delivery
of back-to-school merchandise ahead of the beginning of the
back-to-school shopping season (i.e., summer 2017) would be
devastating to the Debtors' business.
$840 Million of Funded Debt
The Debtors have approximately $840 million in aggregate
prepetition principal amount of funded indebtedness and related
obligations. This consists of a prepetition secured asset-based
revolving loan facility (approximately $80 million outstanding), a
prepetition secured term loan facility (approximately $521 million
outstanding), and 9.0% senior unsecured notes due 2021
(approximately $239 million outstanding). Debtor rue21, inc. is
also party to an interest rate swap agreement, which may be
terminated postpetition.
Not less than $72,201,079 remains outstanding under revolving
credit commitments, including letters of credit and swing-loan
commitments pursuant to an ABL Credit Agreement dated as of Oct.
10, 2013 with Bank of America, N.A., as administrative agent and
collateral agent -- Prepetition ABL Agent -- and the lenders party
thereto.
In addition, the principal amount outstanding is $520,998,750
pursuant to term loans granted under a Credit Agreement dated as of
Oct. 10, 2013, with Wilmington Savings Fund Society, FSB (as
successor to JPMorgan Chase Bank, N.A.), as administrative agent
and collateral agent (in such capacity, the "Prepetition Term Loan
Agent").
In an effort to enable the Debtors' business to continue as a going
concern and to limit business disruption, the Debtors commenced the
Chapter 11 cases with a specific path to maximize the value of
their estates, which is supported by their Prepetition ABL Lenders,
96.8% (by amount) of the Prepetition Term Loan Lenders, and more
than 60% (by amount) of the holders of the Debtors' Prepetition
Notes. This path consists of a restructuring process executed
primarily through a conversion of $100 million of the DIP Term Loan
Lenders' Prepetition Term Loans into DIP Term Loans, which will
subsequently be converted into 77% of the equity of the reorganized
Debtors upon their emergence from bankruptcy, if general unsecured
creditors vote in favor of the Debtors' chapter 11 plan, or 80% of
the new common equity if general unsecured creditors reject such
plan. The proposed DIP Facilities are intended to bridge the
Debtors to the effective date of a plan by providing them with
necessary liquidity to prosecute these chapter 11 cases and to meet
ongoing working capital and operating needs. Absent access to the
DIP Facilities, the Debtors would likely need to liquidate
immediately, to the detriment of their stakeholders.
No Third-Party Financing
The Debtors' investment banker, Rothschild, Inc., began exploring
strategic alternatives with the Debtors beginning in late 2016, and
began in early 2017 marketing a possible senior "first in, last
out" financing and/or a financing secured by the Debtors'
intellectual property portfolio, either of which may have allowed
the Debtors to avoid a chapter 11 filing (the "FILO/IPCO
Marketing").
Ultimately, the Debtors determined that none of the third-party
financing proposals submitted as part of the DIP Marketing
presented a viable alternative to the proposed DIP Facilities
because: (a) the prepetition secured parties made it clear that
they would not consent to having their liens on the Debtors' assets
primed; (b) the Debtors and their advisors determined that certain
of the alternative financing proposals were unlikely to be approved
by the Bankruptcy Court, including because they did not provide for
adequate protection of prepetition secured loans or financing on a
junior or unsecured basis, and (c) the Debtors and their advisors
determined that the alternative financing proposals were likely to
result in a liquidation of the Debtors' business.
The Debtors' Prepetition ABL Lenders and 96.8% (by amount) of the
Debtors' Prepetition Term Loan Lenders agreed to provide the
postpetition financing necessary to fund the Debtors' operations
during these proceedings. Furthermore, as parties to the
Restructuring Support Agreement, more than 60% of the holders of
Prepetition Notes are supportive of the proposed DIP Facilities.
Specifically, the Prepetition ABL Lenders agreed to provide a $125
million DIP ABL Credit Facility on terms similar to those provided
under the Prepetition ABL Credit Agreement
Counsel to the DIP ABL Agent and the Prepetition ABL Agent:
Julia Frost-Davies, Esq.
Amelia C. Joiner, Esq.
MORGAN LEWIS & BOCKIUS LLP
One Federal Street
Boston, MA 02110
- and -
James D. Newell, Esq.
Timothy Palmer, Esq.
BUCHANAN INGERSOLL & ROONEY PC
One Oxford Centre,
301 Grant Street, 20th Floor
Pittsburgh, PA
Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee:
Scott J. Greenberg, Esq.
Michael J. Cohen, Esq.
JONES DAY
250 Vesey Street
New York, New York 10281
- and -
Jeffrey J. Bresch, Esq.
JONES DAY
500 Grant Street, Suite 4500,
Pittsburgh, Pennsylvania 15219
About rue21
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point. It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu). The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.
Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website. In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.
On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc.
r services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.
The Debtors have sought joint administration of the Chapter 11
cases. The Honorable Gregory L. Taddonio is the case judge.
The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.
rue21 estimated $1 billion to $10 billion in assets and
liabilities.
The Consenting Term Loan Lenders are represented by Jones Day's
Scott J. Greenberg, Esq., and Michael J. Cohen, Esq.
The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's
Elisha D. Graff, Esq.
An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.
RUE21 INC: Salient Terms of $125 Million DIP ABL Credit Facility
----------------------------------------------------------------
rue21, inc., and its affiliated debtors have sought court approval
to access a senior secured superpriority revolving credit facility
in the aggregate principal amount of up to $125,000,000 (the "DIP
ABL Credit Facility"), including (a) a $25,000,000 sublimit for the
issuance of letters of credit and (b) a $15,000,000 sublimit for
swingline loans.
The salient terms of the DIP ABL Credit Facility are:
* Borrower: rue21, inc.
* Guarantors: Rhodes Holdco, Inc. and each subsidiary of rue21,
inc.
* Lenders: Bank of America, N.A. as Administrative Agent,
Collateral Agent, L/C Issuer, and Swing Line Lender, and each
lender from time to time party thereto.
* Stated maturity date: Oct. 31, 2017
* Commitments: The commitments are $125,000,000
* Interest Rates: The obligations will bear interest: (i) if a
Base Rate Loan, at the Base Rate in effect from time to time, plus
1.75%; and (ii) if a Eurocurrency Rate Loan, at the Eurocurrency
Rate in effect from time to time, plus 2.75%. In an event of
default, there will be an additional 2% interest.
* Fees:
-- Commitment Fee. 0.375% per annum
-- Administrative Agent Fees. In consideration of
Administrative Agent's service as Administrative Agent, Borrower
will pay to Administrative Agent, for its own account, fees
described in a separate fee letter.
* Milestones: The milestones under DIP ABL Credit Facility
are:
-- On the Petition Date, the Debtors shall file a motion
seeking approval of the facility evidenced by the Facility.
-- On or before 3 business days after the Petition Date, the
Interim Order shall have been entered by the Court.
-- On or before 10 days after the Petition Date, the Borrower
will have filed a motion requesting, and within 75 days after the
Petition Date shall have obtained, an order of the Court extending
the lease assumption/rejection period such that the lease
assumption/rejection period shall be 210 days.
-- On or before 35 days after the Petition Date, the Final
Order authorizing and approving the Facility on a final basis shall
have been entered by the Court.
-- On or before 15 days after the Petition Date, the Debtors
shall have filed a Chapter 11 plan of reorganization and a
disclosure statement relating to such plan of reorganization, which
plan will be supported by committed financing and a plan support
agreement from the lenders under the Pre-Petition Term Loan Credit
Agreement acceptable to the Administrative Agent and shall provide,
among other things, for payment in full in cash of the Obligations
and the Prior Lender Obligations, and the Administrative Agent will
be satisfied that such plan is reasonably anticipated to become
effective on or prior to the 115th day after the Petition Date.
-- On or before 50 days after the Petition Date, the Debtors
will have obtained an order from the Court approving the disclosure
statement and voting and solicitation procedures for an Acceptable
Plan; if not approved by such date, the Debtors will file on or
before 55 days after the Petition Date, a motion to approve a sale
of substantially all of the Debtors' assets (the "Sale") pursuant
to Section 363 of the Bankruptcy Code (the "Sale Motion"), and the
terms of such Sale Motion and related bidding procedures will be in
form and substance acceptable to the Administrative Agent.
-- On or before 105 days after the Petition Date, the Debtors
will have obtained an order from the Court confirming an Acceptable
Plan.
-- On or before 115 days after the Petition Date, the
effective date of the Acceptable Plan will have occurred in
accordance with its terms, and the Debtors will have emerged from
Chapter 11.
-- On or before 75 days after the Petition Date, the Court
will have entered an order approving the bidding procedures.
-- If a Sale Motion is filed, on or before 110 days after the
Petition Date, the Court will have entered an order approving the
Sale.
-- If a Sale Motion is filed, on or before 120 days after the
Petition Date, the Debtors shall have consummated the Sale.
-- On or before 60 days after the Petition Date, the Debtors
will have completed the Specified Store Closing Sales, pursuant to
the terms of the relevant documentation. The Loan Parties will
provide the Administrative Agent with any information or materials
reasonably requested by the Administrative Agent in connection with
the Loan Parties' progress on achieving any Required Milestone.
About rue21
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point. It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu). The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.
Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website. In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.
On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc.
r services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.
The Debtors have sought joint administration of the Chapter 11
cases. The Honorable Gregory L. Taddonio is the case judge.
The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.
rue21 estimated $1 billion to $10 billion in assets and
liabilities.
Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer,
Esq., at Buchanan Ingersoll & Rooney PC.
The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's
Elisha D. Graff, Esq.
An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.
RUE21 INC: Salient Terms of $150 Million Term Loan Facility
-----------------------------------------------------------
rue21, inc., and its affiliated debtors are seeking court approval
a postpetition financing on a superpriority basis in the aggregate
principal amount of up to $150,000,000 consisting of a (a)
$50,000,000 new money multiple draw term loan facility and (b)
$100,000,000 of term loans resulting from the "roll-up" of amounts
outstanding under the Prepetition Term Loan Agreement.
The salient terms of the DIP Term Loan Facility are:
* Borrower: rue21, inc.
* Guarantors: Rhodes Holdco, Inc. and each subsidiary of rue21,
inc.
* Lenders: Wilmington Savings Fund Society, FSB, as
Administrative Agent and Collateral Agent, and each lender from
time to time party thereto.
* Stated Maturity Date. October 31, 2017
* Commitments: Initial new money loan of $20 million, a second
draw new money loan of $20 million, and a final draw of $10
million. In addition, there are roll-up loans of $100 million.
* Interest Rates: The Obligations will bear interest: (i) if a
Base Rate Loan, at the Base Rate in effect from time to time, plus
1.75%; and (ii) if a Eurocurrency Rate Loan, at the Eurocurrency
Rate in effect from time to time, plus 2.75%. In an event of
default, there will be an additional 2% interest.
* Fees:
(A) Admin. Agent Fees: In consideration of Administrative
Agent's service as Administrative Agent, Borrower will pay to
Administrative Agent, for its own account, fees described in a
separate fee letter.
(B) Original Issue Discount: Each New Money Loan on the
Closing Date will be funded net of original issue discount in an
amount equal to 2.5% of such DIP Term Loan Lenders' aggregate New
Money Commitment.
(C) Early Payment Premium: Any prepayment, repayment,
replacement, refinancing or otherwise of the Loans in full with the
proceeds of replacement debtor-in-possession financing prior to the
Termination Date will be accompanied by a prepayment premium of
2.0% of the aggregate principal amount of New Money Loans prepaid;
provided, however, that such prepayment premium will only be due
and payable to a Lender hereunder with respect to its Loans being
prepaid, repaid, replaced or refinanced as contemplated by this
clause so long as such Lender (or any affiliate of such Lender) is
not a lender, arranger or underwriter under such replacement
debtor-in-possession financing.
* Milestones: The milestones under the he DIP Term Loan Credit
Agreement are as follows:
(a) the rue21 Entities will commence the Chapter 11 Cases by
filing voluntary petitions under chapter 11 of the Bankruptcy Code
with the Bankruptcy Court by no later than May 16, 2017 (the
"Petition Date");
(b) the Bankruptcy Court will enter the Interim DIP Order,
subject to compliance with Section 3 of the Restructuring Support
Agreement, approving the Term DIP Financing and ABL DIP Financing
on an interim basis by no later than three business days following
the Petition Date;
(c) the rue21 Entities will file with the Bankruptcy Court a
motion requesting an extension of the date by which they must
assume or reject unexpired leases of non-residential real property,
subject to compliance with Section 3 of the Restructuring Support
Agreement, by no later than 10 days following the Petition Date;
(d) the rue21 Entities will file with the Bankruptcy Court, by
no later than 15 days following the Petition Date, the Plan,
Disclosure Statement, and the Solicitation Motion, in each case,
subject to compliance with Section 3 of the Restructuring Support
Agreement;
(e) either (i) the lenders party to an ABL Credit Agreement,
dated as of October 10, 2013 -- as amended, restated, modified, or
supplemented from time to time in accordance with its terms and
collectively with any letter of credit documentation, security
agreement, intercreditor agreement, and any other collateral and
ancillary documents, including any forbearance agreements, the
"Existing ABL Documents" -- by and among Holdings and rue21, as
borrower, Bank of America, N.A., in its capacity as administrative
agent and collateral agent, and the lenders party thereto will have
agreed to convert all of their claims arising under the Existing
ABL Documents and ABL DIP Documents into loans under the Exit ABL
Credit Agreement pursuant to the Plan (which Exit ABL Credit
Agreement will provide for commitments in an amount of not less
than $125 million), or (ii) the rue21 Entities will have obtained a
binding written commitment, subject to compliance with Section 3 of
the Restructuring Support Agreement, for an asset-based loan
facility in an amount sufficient to repay in full on the Plan
Effective Date the claims arising under the ABL DIP Documents --
which asset-based loan facility will provide for commitments in an
amount of not less than $125 million -- in each case, by no later
than one business day prior to the Debtors' second borrowing
request under the Term DIP Credit Agreement;
(f) the Bankruptcy Court will enter the Final DIP Order, subject
to compliance with Section 3 of the Restructuring Support
Agreement, approving the Term DIP Financing and the ABL DIP
Financing on a final basis by no later than 35 days following the
Petition Date;
(g) the Bankruptcy Court will enter the Solicitation Order,
which order shall be subject to compliance with Section 3 of the
Restructuring Support Agreement, by no later than 50 days following
the Petition Date;
(h) the Bankruptcy Court will enter the Confirmation Order,
which order shall be subject to compliance with Section 3 of the
Restructuring Support Agreement, by no later than 105 days
following the Petition Date;
(i) the Plan shall become effective by no later than 115 days
following the Petition Date;
(j) in the event the Bankruptcy Court does not enter the
Solicitation Order by the Solicitation Order Deadline, then the
rue21 Entities will file with the Bankruptcy Court a motion to
approve the sale of substantially all of their assets under Section
363 of the Bankruptcy Code, subject to compliance with Section 3 of
the Restructuring Support Agreement, by no later than 55 days
following Petition Date;
(k) in the event the rue21 Entities file a Sale Motion, the
Bankruptcy Court will enter an order approving the bidding
procedures governing the Sale process, subject to compliance with
Section 3 of the Restructuring Support Agreement, by no later than
75 days following the Petition Date;
(l) in the event the rue21 Entities file a Sale Motion, the
Bankruptcy Court shall enter an order approving the Sale, subject
to compliance with Section 3 of the Restructuring Support
Agreement, by no later than 110 days following the Petition Date;
and in the event the rue21 Entities file a Sale Motion, the rue21
Entities will consummate the Sale by no later than 120 days
following the Petition Date.
Subscription by Term Loan Lenders
In early May, a subset of the Prepetition Term Loan Lenders agreed
to provide the remaining financing required to support the Debtors'
estates during the cases on the basis of a financing and
restructuring term sheet -- Restructuring Term Sheet -- agreed by
the Debtors and such lenders which provided for a commitment for up
to $50 million in new money loans (the "New Money Loans") and the
conversion of up to $100 million of Prepetition Term Loans owing to
the DIP Term Loan Lenders into DIP Term Loans (the "Roll-Up Loans")
upon entry of the Interim Order.
Initially, the Debtors engaged with the Term Loan Lender Group, who
were willing to sign non-disclosure agreements and become
restricted in order to conduct in-depth financial due diligence on
the Debtors in a very compressed timeframe, due to the Debtors'
urgent need for liquidity. Those lenders decided to backstop a
commitment to provide the $50 million in New Money Loans under the
DIP Term Loan Facility, which is premised on funding a process that
will lead to the going-concern reorganization of the Debtors.
Upon the finalization of that backstop commitment, the
Restructuring Term Sheet and a form commitment letter were posted
to the lender data site maintained by the Prepetition Term Loan
Agent and accessible to all Prepetition Term Loan Lenders. In
addition, a wide array of financial information that was provided
to the backstopping lenders was furnished on the data site to
permit all Prepetition Term Loan Lenders to perform their own
diligence in connection with their decision on whether to fund
their pro rata share of the New Money Loans.
Each of the Prepetition Term Loan Lenders were given the
opportunity to provide their respective pro rata share of the $50
million in New Money Loans backstopped by the Term Loan Lender
Group and, in connection with such commitment, exchange their
respective pro rata share of up to $100 million of the existing
Prepetition Term Loans for their respective pro rata share of up to
$100 million of DIP Term Roll-Up Loans (the "Term DIP Subscription
Procedures"). As of the Petition Date, 96.8% of Prepetition Term
Loan Lenders (by amount) have committed to the DIP Term Loan
Facility pursuant to the Term DIP Subscription Procedures and,
consistent with such procedures, have executed the Restructuring
Support Agreement. Under the terms of the Restructuring Support
Agreement:
(a) $100 million of Prepetition Term Loans owing to the DIP
Term Loan Lenders will convert into postpetition DIP Term Loans
before converting again into 77% of the reorganized Debtors' equity
upon the Debtors' emergence from chapter 11 pursuant to a confirmed
plan (if general unsecured creditors accept such plan; or 80% of
the new equity if general unsecured creditors reject such plan);
and
(b) the $50 million new money DIP Term Loan will convert into
a $50 million exit term loan facility.
The immediate and 2:1 ratio of Roll-Up Loans to New Money Loans was
a prerequisite to the Term Loan Lender Group agreeing to provide
the financing necessary to support a reorganization of the Debtors'
estates and the basis upon which the DIP Term Loan was syndicated
to all DIP Term Loan Lenders.
About rue21
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point. It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu). The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.
Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website. In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.
On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc.
r services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.
The Debtors have sought joint administration of the Chapter 11
cases. The Honorable Gregory L. Taddonio is the case judge.
The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.
rue21 estimated $1 billion to $10 billion in assets and
liabilities.
Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer,
Esq., at Buchanan Ingersoll & Rooney PC.
The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's
Elisha D. Graff, Esq.
An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.
SANCTUARY CARE: Taps Katz of Vinca Group as CRO
-----------------------------------------------
Sanctuary Care, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of New Hampshire to employ Alice
Katz of Vinca Group, LLC, as chief restructuring officer to the
Debtors.
Sanctuary Care requires Vinca Group to:
a. manage and controll the Debtor's cash, cash flow and
banking relationships in consultation with the Debtor's
other professionals and management;
b. analyze the Debtor's business, operations, and financial
condition;
c. assist the Debtor in developing strategies to improve cash
flow, enhance profitability and to reduce expenses;
d. assist the Debtor with managing short-term liquidity
including forecasting and reporting cash flow performance;
e. assist the Debtor with the negotiating and implementing
debtor-in-possession financing and drafting cash collateral
budgets;
f. assist in developing and implementing cash management
strategies, tactics and processes including developing a
cash receipts and disbursements forecasting tool;
g. assist the Debtor with a Section 363 process or any
alternative plan process;
h. assist the Debtor in the preparation of data required in
order to prepare the first day motions and related proposed
orders required by the Bankruptcy Court;
i. assist the Debtor with the preparation of the Statement of
Financial Affairs, Schedules and other reporting required
in its Chapter 11 case;
j. assist the Debtor in negotiating with creditors and other
parties-in-interest in furtherance of a restructuring; and
k. assist with such other matters as may be requested by
Debtor's Counsel, the Debtors' manager, and members, or
that are required by the State of New Hampshire or other
parties-in-interest, that fall within the CRO's expertise
and that are mutually agreeable.
Vinca Group will be paid $17,500 per month.
Vinca Group was owed $14,000 by the Debtors on the petition date
for fees incurred from April 1, 2017 to April 24, 2017, and
$3,156.85 for expenses that were owed pre-petition, but for which
the Debtors did not, as of the petition date, have the liquidity to
pay.
Vinca Group will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alice Katz, manager of Vinca 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 Debtors and their estates.
Vinca Group can be reached at:
Alice Katz
VINCA GROUP, LLC
10085 Red Run Blvd Ste 102
Owings Mills, MD 21117
Tel: (410) 998-9310
About Sanctuary Care, LLC
Sanctuary at Rye Operations, LLC and its affiliate Sanctuary Care,
LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.H.
Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017.
The Petition was signed by Alice Katz, chief restructuring officer.
The Debtor is represented by Peter N. Tamposi, Esq. at the Tamposi
Law Group.
The Company owns Sanctuary Care, a memory assisted adult care
facility located in Rockingham County, New Hampshire.
At the time of filing, Sanctuary at Rye listed $382,830 in total
assets and $16,610,000 in liabilities. Sanctuary Care listed
$5,010,000 in total assets and $16,050,000 in liabilities.
SECURED ASSETS: Selling Reno Condo Units for $380K
--------------------------------------------------
Secured Assets Belvedere Towers, LLC, asks the U.S. Bankruptcy
Court for the District of Nevada to authorize the sale of
condominium unit 1016 and unit 1115, located within The Belvedere,
450 N. Arlington Ave., Reno, Nevada, to Anne B. Norton for
$189,000, and to Gryffin Enterprises, LLC for $191,000,
respectively.
On Sept. 7, 2017, the Debtor signed a 6-month Exclusive Right to
Sell Contract with Mandie Jensen of Dickson Realty, Inc. for the
sale of the Debtor's condominium units at the Property. On Jan.
17, 2017, the Debtor signed a new Exclusive Right to Sell Contract
with Dickson Realty for the sale of the Debtor's condominium units
at the Property.
The Listing Agreement provides, subject to the Court's approval,
for a commission of 3% of the gross sales price of Units 1016 and
1115 to be paid to Dickson Realty, which commission will be due and
payable only upon the closing of an approved sale. Three percent
is the commission rate customarily charged by Ms. Jensen and
Dickson Realty when there is a buyer's agent representing buyers to
the sale.
On Feb. 21, 2017 Ms. Jensen listed Unit 1016, APN 007-466-09, for
sale on the Multiple Listing Service ("MLS") with a listing price
of $189,900.
On May 8, 2017, the Debtor received an offer of $180,000 from Anne
B. Norton ("Unit 1016 Proposed Buyer"). On May 9, 2017, the Debtor
made a counter-offer of $189,000, with $5,000 to be contributed by
the Debtor towards the Proposed Buyer's recurring and non-recurring
closing costs, which counter-offer was accepted. The Debtor will
supplement the Motion with a copy of the Unit 1016 Preliminary
Title Report when it becomes available.
The salient terms of the Unit 1016 Purchase Agreement are:
a. The offer is an all cash offer and the Unit 1016 Proposed
Buyer will make a $1,000 Earnest Money Deposit;
b. The Debtor will pay for title insurance and a $400 home
warranty contract and will complete up to $500 in required
repairs;
c. All fixtures in Unit 1016 are included as part of the sale;
d. The Debtor and the Proposed Buyer will share equally in the
escrow fee and transfer taxes;
e. The Unit 1016 Proposed Buyer will pay for a home inspection
but has waived appraisal and all other inspections;
f. The Unit 1016 Proposed Buyer will pay all HOA set-up fees and
all HOA assessments levied but not yet due;
g. The Debtor will pay HOA transfer fees and all existing HOA
assessments levied;
h. Closing will be on or before June 9, 2017, subject to Court
approval;
i. The sale is subject to possible overbid pursuant to bidding
procedures as set forth in this Sale Motion; and
j. A commission of 6% of the total purchase price will be paid
to the brokers from the proceeds of the sale.
On Jan. 16, 2017, Ms. Jensen listed Unit 1115, APN 007-466-24, for
sale on MLS with a listing price of $200,000. On Feb. 21, 2017,
the listing price was reduced to $199,900.
On May 8, 2017, the Debtor received an offer of $175,000 from the
Unit 1115 Proposed Buyer. On May 9, 2017, the Debtor made a
counter-offer of $199,000 with $5,000 to be contributed by the
Debtor towards the Buyer's recurring and non-recurring closing
costs.
On May 9, 2017, the Unit 1115 Proposed Buyer made a counter to the
Debtor's counter-offer of $191,000, with $9,000 to be contributed
by the Debtor towards the Buyer's recurring and non-recurring
closing costs, which the Debtor accepted.
The salient terms of the Unit 1115 Purchase Agreement are:
a. The offer is an all cash offer and the Proposed Buyer will
make a $1,000 Earnest Money Deposit;
b. The Debtor will pay for an owner's title insurance policy, a
$250 home warranty contract and will complete up to $500 in
required repairs;
c. The Debtor and the Unit 1115 Proposed Buyer will share
equally in the escrow fee and transfer taxes;
d. The Unit 1115 Proposed Buyer will pay for a home inspection
but has waived appraisal and all other inspections;
e. The Unit 1115 Proposed Buyer will pay all HOA set-up fees;
f. The Debtor will pay HOA transfer fees, existing HOA
assessments levied as well as assessments levied but not yet due;
g. Closing will be on or before June 5, 2017, subject to Court
approval;
h. The sale is subject to possible overbid pursuant to bidding
procedures as set forth; and
i. A commission of 6% of the total purchase price will be paid
to the brokers from the proceeds of the sale.
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/SECURED_ASSETS_471_Sales.pdf
The proposed sale price for Unit 1016 is $500 lower than the
parameter set by the Debtor and BTM in the Opening Price List;
however, Ms. Jensen has been granted authority by the Debtor and
BTM, LLC to vary by up to $5,000 from the opening prices in the
Opening Price List. The price per square foot for Unit 1016 is
$228, reflecting the unit's higher location than the comparable
sales. The proposed sale price for Unit 1115 is $8,500 lower than
the parameter set forth in the Opening Price List and the incentive
is higher than $5,000. The monthly HOA fees for this unit are
slightly higher than other two bedroom units at the Property.
Given the factors specific to each unit, the location of each Unit
within the Property and the overall market, the proposed sale
prices for Unit 1016 and Unit 1115 are in line with all recent
comparative sales for units of this size.
Belvedere Debt Holdings, LLC has a first priority security interest
in Unit 1016 and Unit 1115. The Debtor asks that the Court approve
the sale free and clear of all liens, claims and encumbrances, with
all liens to attach to the proceeds of sale, which net proceeds
will be paid out of escrow to Belvedere Debt Holdings.
The Debtor respectfully asks the Court to approve these bidding
procedures for use in conducting the sale:
a. Bidding at the Sale Hearing: A hearing will be conducted at
the Court at a date and time to be established by the Court.
b. The Unit 1016 Proposed Buyer's and the Unit 1115 Proposed
Buyer's offering price in the respective Purchase Agreements will
be the opening bids at the respective auctions. The initial
overbid increment will be at least $2,000 or comparable offer in
the event of an overbid. Subsequent bids will be accepted in
increments of $1,000. The final purchase price will be the highest
qualified bid offered over the Opening Bid Price and accepted at
the auction.
c. Closing: Closing will take place as soon as possible after
the Court's Order approving the Sale Motion is entered, including
paying the balance of the purchase price and executing all
necessary documents, but in any event, no later than seven days
after the Order(s) is entered.
The Debtor also ask the Court to approve its application to employ
Dickson Realty to act as the Debtor's property broker to sell Unit
1016 and Unit 1115 on the same terms and for all the same reasons
as set forth in prior sales motions and as approved by the Court.
Significant business justification exists for the proposed sales of
Unit 1016 and Unit 1115. These sales are a continuation of the
sales program started pre-petition by the Debtor, which is targeted
at selling condominium units at The Belvedere. The Debtor has
entered into a settlement with the secured creditor, BDH, and the
Debtor's co-obligor on the Note, BTM, which the parties have
reduced to writing and for which the Parties are in the process of
obtaining Court approval. The settlement has been incorporated
into the Debtor's Second Amended Chapter 11 Plan, which was filed
on May 9, 2017. The settlement contemplates continued sales and
leasing of the Debtor's units to satisfy the outstanding debt, and
requires that the Debtor and BTM must sell units within specific
time parameters. Notably, the BDH debt has a high interest rate.
Paying that debt as soon as possible is beneficial to all creditors
of this estate. Because the net proceeds of these sales will be
paid to BDH, the sales put the Debtor one step closer to
implementing the settlement and anticipated plan. The Debtor
believes that BDH is adequately protected by its lienholder
interest in all units owned by SABT and BTM. Accordingly, the
Debtor asks the Court to approve the relief sought.
The Debtor believes that closing as soon as possible after approval
of the sale meets the Proposed Buyers' expectations and allows for
immediate payment of net proceeds to BDH, which is in the best
interests of creditors and the estate. Accordingly, the Debtor
asks the Court to waive the 14-day stay imposed by Federal Rule of
Bankruptcy Procedure 6004(h).
About Secured Assets Belvedere Tower
Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept.
19,
2016. The petition was signed by Gregg Smith.
The Debtor, a single asset real estate company, disclosed total
assets at $20.4 million and total liabilities at $18.5 million.
The case is assigned to Judge Gregg W. Zive.
The Debtor is represented by Elizabeth A. High, Esq., and Cecilia
Lee, Esq., at Davis Graham & Stubbs LLP.
SQUARETWO FINANCIAL: Committee Taps Gavin as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of SquareTwo
Financial Services Corp. seeks court approval to hire a financial
advisor.
In a filing with the U.S. Bankruptcy Court for the Southern
District of New York, the committee proposes to hire
Gavin/Solmonese LLC to provide these services in connection with
the Chapter 11 cases of the company and its affiliates:
(a) review and analyze the businesses, management,
operations, properties, financial condition and prospects
of the Debtors;
(b) review and analyze historical financial performance, and
transactions between and among the Debtors, their
creditors, affiliates and other entities;
(c) review the assumptions underlying the business plans and
cash flow projections for the assets involved in any
potential asset sale or plan of reorganization;
(d) determine the reasonableness of the projected performance
of the Debtors, both historically and future;
(e) monitor, evaluate and report to the committee with
respect to the Debtors' near-term liquidity needs,
material operational changes and related financial and
operational issues;
(f) review and analyze all material contracts or agreements;
(g) assist, procure and assemble any necessary validations of
asset values;
(h) provide ongoing assistance to the committee and its legal
counsel;
(i) evaluate the Debtors' capital structure and make
recommendations to the committee with respect to their
efforts to reorganize their business operations or
confirm a restructuring or liquidating plan;
(j) assist the committee in preparing documentation required
in connection with creating, supporting or opposing a
plan and participate in negotiations with the Debtors or
any groups affected by a plan;
(k) assist the committee in marketing the Debtors' assets;
and
(l) provide ongoing analysis of the Debtors' financial
condition, business plans, capital spending budgets,
operating forecasts, management and the prospects for
their future performance.
Edward Gavin and Stanley Mastil, the Gavin/Solmonese professionals
primarily responsible for providing the services, will charge $650
per hour and $450 per hour, respectively.
The hourly rates of other professionals who may be tapped to assist
the Debtors range from $250 to $650 per hour. Gavin/Solmonese has
not received a retainer.
Mr. Gavin disclosed in a court filing that his firm does not
presently provide services to a creditor, equity interest holder or
a person otherwise adverse or potentially adverse to the Debtors
and their bankruptcy estates.
The firm can be reached through:
Edward T. Gavin
Gavin/Solmonese, LLC
919 N. Market Street, Suite 600
Wilmington, DE 19801
Phone: 302.655.8997
Fax: 302.655.6063
About SquareTwo Financial
SquareTwo Financial Services Corporation and its affiliates
acquire, manage, and collect charged-off consumer and commercial
accounts receivable, which are accounts that credit issuers have
charged off as uncollectible, but that remain owed by the borrower
and subject to collection.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 17-10659) on March 19, 2017. The petitions
were signed by J.B. Richardson, Jr., authorized signatory.
The Debtors are represented by Willkie Farr & Gallagher LLP in New
York. Their CCAA Counsel is Thornton Grout Finnigan LLP in
Toronto, Ontario.
The Debtors' restructuring advisor is Alixpartners, LLP while their
investment bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co. The Debtors' claims and noticing agent is Prime
Clerk LLC.
At the time of filing, the Debtors had estimated assets of $100
million to $500 million and estimated debts of $100 million to $500
million.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Arent Fox LLP as its legal counsel.
SUBDIVISION OF SILVER: Hires Margaret M. McClure as Counsel
-----------------------------------------------------------
Subdivision of Silver City, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ the
Law Office of Margaret M. McClure, as counsel to the Debtor.
Subdivision of Silver requires Margaret M. McClure to:
a. give the Debtor legal advice with respect to Debtor's
powers and duties as debtor-in-possession in the continued
operation of the Debtor's business and management of the
Debtor's property; and
b. perform all legal services for the debtor-in-possession
which may be necessary herein.
Margaret M. McClure will be paid at these hourly rates:
Attorney $400
Paralegal $150
Margaret M. McClure will be paid a retainer in the amount of
$20,000.
Margaret M. McClure will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Margaret M. McClure, member of the Law Office of Margaret M.
McClure, 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.
Margaret M. McClure can be reached at:
Margaret M. McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: (713) 659-1333
Fax: (713) 658-0334 (fax)
E-mail: margaret@mmmcclurelaw.com
About Subdivision of Silver City, LLC
Subdivision of Silver City, LLC, based in Willis, TX, filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32789) on May 1,
2017. The Hon. Jeff Bohm presides over the case. Margaret M.
McClure, Esq., at the Law Office of Margaret M. McClure, 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 Peter W.
Hill, managing member.
SUNEDISON INC: Mediation Talks Lead to Settlement, Creditors Say
----------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that SunEdison
Inc.'s second-lien lenders and official committee of unsecured
creditors told the Hon. Stuart M. Bernstein of the U.S. Bankruptcy
Court for the Southern District of New York at a status conference
hearing that mediation negotiations have successfully led to
settlement terms.
The Creditors, according to Law360, told the Court that they have
overcome an impasse on issues that threatened to derail the
Debtor's path out of Chapter 11. The mediation called for in April
was contentious but ultimately was the catalyst for a deal, Law360
relates, citing the attorneys for the Creditors.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors
Employed PricewaterhouseCoopers LLP as financial advisors; and KPMG
LLP as their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc. also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SUNEDISON INC: Sale of Interests in 352 Energy Projects Approved
----------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the private sale by
SunEdison, Inc. and affiliates, including Sun Edison, LLC and
Fotowatio Renewable Ventures, Inc. ("Sellers") of their interests
in approximately 352 renewable energy projects (and certain real
property related thereto) to Longroad Solar Portfolio Holdings, LLC
in exchange for (i) approximately $7,800,000 in cash and (ii) the
replacement of letters of credit in an aggregate outstanding amount
of approximately $42,850,000.
A hearing on the Motion was held on May 18, 2017 at 10:00 a.m.
(PET).
The sale is free and clear of all Liens and obligations of any kind
or nature whatsoever.
Any settlement or compromise by the Sellers contained within the
Purchase and Sale Agreement or contemplated thereby, including the
Intercompany Claims Settlement and the Termination and Mutual
Release Agreement, is approved under Bankruptcy Rule 9019. Any
release authorized is subject to the applicable releasing party's
authority to release such claims under applicable non-bankruptcy
law.
The requirements set forth in Bankruptcy Rules 6003(b) and 6004
have been satisfied or otherwise deemed waived.
As provided by Bankruptcy Rules 7062 and 9014, the terms and
conditions of the Order will be effective and enforceable
immediately upon entry and will not be subject to the stay
provisions contained in Bankruptcy Rule 6004(h).
Notwithstanding anything to the contrary contained in the Order,
any authorization contained and proceeds obtained by the Sellers or
any other Debtor pursuant to the Sale Transaction will be subject
to any applicable requirements imposed on the Debtors under the
Final DIP Order and the other DIP Loan Documents.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and KPMG
LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc. also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SUNEDISON INC: Sale of Interests in 80 Energy Projects Approved
---------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the private sale by
SunEdison, Inc. and affiliates, of Sun Edison, LLC's interests in
approximately 80 renewable energy projects to Silicon Ranch Corp.
for (i) approximately $3,800,000 in cash; (ii) the replacement of a
letter of credit in an aggregate outstanding amount of
approximately $1,200,000 ("L/C"); and (iii) the return of
approximately $1,000,000 of cash collateral.
A hearing on the Motion was held on May 18, 2017.
The sale is free and clear of all claims, liens, encumbrances, and
other interests.
Any settlement or compromise by the Seller contained within the
Purchase and Sale Agreement or contemplated thereby, including the
Termination and Mutual Release Agreement, is approved under
Bankruptcy Rule 9019. Any release authorized herein is subject to
the applicable releasing party's authority to release such claims
under applicable non-bankruptcy law.
The requirements set forth in Bankruptcy Rules 6003(b) and 6004
have been satisfied or otherwise deemed waived.
As provided by Bankruptcy Rules 7062 and 9014, the terms and
conditions of the Order will be effective and enforceable
immediately upon entry and will not be subject to the stay
provisions contained in Bankruptcy Rule 6004(h).
Notwithstanding anything to the contrary contained in the Order,
any authorization contained and proceeds obtained by the Seller or
any other Debtor pursuant to the Sale Transaction will be subject
to any applicable requirements imposed on the Debtors under the
Final DIP Order and the other DIP Loan Documents.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and KPMG
LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc., also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
SUNVALLEY SOLAR: Will File Form 10-Q Within Extension Period
------------------------------------------------------------
Sunvalley Solar, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
quarterly report on Form 10-Q for the quarter ended March 31, 2017,
according to a Form 12b-25 filed with the Securities and Exchange
Commission. Thus, the Company was unable to file the periodic
report in a timely manner without unreasonable effort or expense.
The Company expects to file within the extension period.
About Sunvalley Solar
Sunvalley Solar, Inc., is a California-based solar power technology
and system integration company. Since the inception of its
business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.
Sunvalley Solar reported a net loss of $999,118 on $8,492,944 of
revenue for the year ended Dec. 31, 2016 compared to net income of
$195,811 on $5,788,177 of revenue for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Sunvalley Solar had $7,113,985 total assets,
$5,246,413 total current liabilities, and $1,867,572 total
stockholders' equity.
Sadler, Gibb & Associates, LLC ssued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016. The Company has suffered net losses and has
accumulated a significant deficit. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
TALLAHASSEE INDOOR: Plan Outline Okayed, Plan Hearing on June 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida is
set to hold a hearing on June 15 to consider approval of the
Chapter 11 plan of reorganization for Tallahassee Indoor Shooting
Range LLC.
The hearing will be held at 1:30 p.m. (Eastern Time), at the Second
Floor Courtroom, 110 E. Park Avenue, Tallahassee, Florida.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 9.
The order set a June 8 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.
About Tallahassee Indoor
Tallahassee Indoor Shooting Range LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
16-40407) on Aug. 26, 2016. The petition was signed by Robert W.
Kornegay Sr., managing member.
The Debtor is represented by Robert Bruner, Esq. The Debtor also
hired J. Stanley Chapman, Esq., at Equels Law Firm to represent
the Debtor in a lawsuit it filed against Blueprint 2000
Intergovernmental Agency in the Circuit Court of Leon County,
Florida.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
The U.S. Trustee informs the U.S. Bankruptcy Court for the
Northern
District of Florida that a committee of unsecured creditors has
not
been appointed in the Chapter 11 case of Tallahassee Indoor
Shooting Range LLC due to insufficient response to the U.S.
Trustee
communication/contact for service on the committee.
On February 17, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.
TEMPEST GROUP: Seeks July 30 Exclusive Plan Filing Period Extension
-------------------------------------------------------------------
The Tempest Group, Inc. requests the U.S. Bankruptcy Court for the
Western District of Pennsylvania to extend the time in which only
the Debtor may file its Plan of Reorganization by a period of 60
days or until July 30, 2017.
The Debtor submits that it is currently in negotiations with its
primary creditor, Avanti Wind Systems, Inc., to resolve its claim
against the Debtor. The Parties have made significant progress
toward resolution of the claim and continue to discuss the final
terms of the settlement.
The Debtor asserts that resolution of that claim will materially
affect the Debtor's Plan of Reorganization as the claim by Avanti
Wind Systems is likely to be the largest claim against the Debtor.
The Debtor disputes the claim and to the extent it cannot be
resolved through negotiations, a claim objection will ultimately be
filed. As such, the Debtor requires additional time to attempt to
finalize a settlement as the resolution will greatly affect the
proposed Plan to be filed by the Debtor.
About The Tempest Group, Inc.
The Tempest Group filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Pa. Case No. 16-70496) on July 5, 2016, estimating its
assets at $0 to $50,000 and liabilities at $100,001 and $500,000.
The Petition was signed by Cynthia Cuenin, President. Robert O.
Lampl, Esq., serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee on Sept. 27, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of The Tempest Group.
TIDEWATER INC: Low Demand for Support Vessels Blamed for Woes
-------------------------------------------------------------
Tidewater Inc., which provides marine service vessels to the
offshore energy industry, has sought bankruptcy protection, saying
its customers have significantly reduced drilling, completion and
other production activities due to the significant decline in oil
and natural gas prices that began in 2014.
Quinn P. Fanning, the Company's executive vice president and CFO,
explains that primarily as a result of the decline in oil and gas
prices, the Debtors' revenue for fiscal year ended March 31, 2016
was approximately $979 million -- approximately 35% less than the
approximately $1.5 billion revenue for fiscal year ended March 31,
2015. Further, the Debtors' revenue for the nine months ending on
Dec. 31, 2016, declined to approximately $440.8 million, or a
reduction of approximately 45%, as compared to $794.9 million for
the same period ending on Dec. 31, 2015.
With reduced demand for offshore support vessels, along with
increased supply resulting from vessels built by the Debtors and
other operators of offshore support vessels, the Debtors
experienced a significant decline in the utilization of its
vessels, average day rates received, and vessel revenue.
As a result, the Debtors implemented a number of significant cost
reduction measures to mitigate the effects of significantly lower
vessel revenue and, given the currently challenging offshore
support vessel market and business outlook, other steps to improve
its financial position and liquidity, including the January 2016
suspension of Tidewater Parent's common stock dividend, the March
2016 $600 million draw on the Tidewater Credit Agreement, and the
renegotiation or termination of vessel construction contracts in
order to reduce capital expenditures.
However, based on current market conditions, the Debtors determined
that a reduction in long-term debt and cash interest obligations
was required to improve their financial position and flexibility.
As such, the Debtors retained Weil, Gotshal & Manges LLP, as
restructuring counsel, and Lazard Freres, as investment banker, to
assist in developing and implementing a comprehensive restructuring
plan.
As of the Petition Date, the Debtors have outstanding, unsecured
prepetition funded debt obligations totaling approximately $2.04
billion, consisting of (i) $900 million in borrowings under the
Fourth Amended and Restated Revolving Credit Agreement, dated as of
June 21, 2013, with the lenders and issuing banks party thereto
from time to time -- Tidewater Lenders -- Bank of America, N.A., as
administrative agent; (ii) $500 million in principal amount of
senior unsecured notes issued in November 2013 ("2013 Notes");
(iii) $165 million in principal amount of the senior unsecured
notes issued in August 2011 ("2011 Notes"); (iv) $382.5 million in
principal amount of 2010 Notes; and (v) approximately $92 million
of U.S. dollar-equivalent ("USD") debt under the Amended and
Restated Term Loan Facility Agreement, dated as of May 25, 2012
entered into by non-debtor affiliate Troms Offshore Supply AS, as
borrower, and the Debtors as guarantors, with Eksportkreditt Norge
AS ("EKN") and Kommunal Landspensjonskasse Gjensidig
Forsikringsselskap ("KLP") as lenders.
On June 30, 2016, the Debtors failed to meet a 3.0x minimum
interest coverage ratio covenant contained in the Credit Agreement,
the Troms Credit Agreement, and the 2013 Notes Purchase Agreement
-- Funded Debt Agreements. To avoid an acceleration of
indebtedness under the Funded Debt Agreements, the Debtors
negotiated and obtained limited waivers from the necessary lenders
and noteholders to extend the waiver of the unqualified audit
opinion requirement and/or waive the minimum interest coverage
ratio requirement. The final waiver expired in accordance with its
terms on April 7, 2017.
As early as January 2016, the Debtors, with assistance from their
advisors, were actively engaged in discussions and negotiations
regarding restructuring alternatives with (i) a steering committee
comprised of certain Tidewater Lenders -- Bank Lender Steering
Committee -- (ii) the Troms Lenders, and (iii) an unofficial
committee of certain unaffiliated holders of the 2013 Notes --
Unofficial 2013 Noteholder Committee. For several months, the
Debtors, the Bank Lender Steering Committee, the Troms Lenders, and
the Unofficial 2013 Noteholder Committee engaged in negotiations
regarding the terms of a potential out-of-court restructuring.
During the course of those discussions, however, it became clear to
the Debtors, the Bank Lender Steering Committee, the Troms Lenders,
and the Unofficial 2013 Noteholder Committee that the substantial
deleveraging desired by all parties would most effectively be
accomplished through an in-court transaction. Accordingly, in
November 2016, the Debtors, the Bank Lender Steering Committee, the
Troms Lenders, and an unofficial committee of certain unaffiliated
holders of the Notes -- Unofficial Noteholder Committee -- began
negotiations regarding the terms of a chapter 11 restructuring to
be achieved through a consensual prepackaged plan.
In the months leading up to the signing of the Restructuring
Support Agreement, the Debtors, the Bank Lender Steering Committee,
the Troms Lenders, and the Unofficial Noteholder Committee
exchanged proposals and counterproposals regarding the terms of a
comprehensive restructuring of Tidewater's existing debt. During
the same period, the Board of Directors of Tidewater Parent met
periodically to consider proposals to be provided to, and
counterproposals received from, the Bank Lender Steering Committee
and the Unofficial Noteholder Committee, to discuss updates and
general restructuring strategy and considerations, and to approve
and/or authorize actions related thereto.
After several rounds of negotiations, the Debtors, the Bank Lender
Steering Committee, and the Unofficial Noteholder Committee reached
an agreement in principle regarding the terms of, and processes to
document, the Restructuring embodied in the Prepackaged Plan. The
Debtors also reached an agreement in principle with the Troms
Lenders regarding an amendment of the Troms Credit Agreement to be
executed in conjunction with the Prepacked Plan.
Solicitation of Votes
The Debtors began soliciting votes on the Prepackaged Plan before
filing their chapter 11 petitions for relief. On May 12, 2017, the
Debtors served the Disclosure Statement for Joint Prepackaged
Chapter 11 Plan of Reorganization of Tidewater Inc. and Its
Affiliated Debtors pursuant to sections 1125 and 1126(b) of the
Bankruptcy Code on holders of impaired claims entitled to vote and
have requested the voting creditors to submit their ballots by the
voting deadline of June 12, 2017, at 5:00 p.m. (prevailing Eastern
Time). The Debtors expect that the votes tabulated and received
from the voting
creditors will, consistent with the RSA, overwhelmingly support
confirmation of the Prepackaged Plan.
Counsel to the Credit Agreement Agent:
Amy L. Kyle, Esq.
Edwin E. Smith, Esq.
MORGAN, LEWIS & BOCKIUS LLP
One Federal Street
Boston, MA 02110
- and -
Derek C. Abbott, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, P.O. Box 1347
Wilmington, DE 19899
Counsel to the Unofficial Noteholder Committee:
Alan W. Kornberg, Esq.
Brian S. Hermann, Esq.
PAUL, WEISS, RIFKIND WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019
- and -
Stanley B. Tarr, Esq.
Rick Antonoff, Esq.
BLANK ROME LLP
1201 North Market Street, Suite 800
Wilmington, DE 19801
Attorneys for DNB Bank ASA, New York Branch, as Agent under the
Troms Facility Agreement:
Daniel J. DeFranceschi, Esq.
Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: defranceschi@rlf.com
shapiro@rlf.com
- and -
Dennis Dunne, Esq.
Tyson Lomazow, Esq.
MILBANK, TWEED, HADLEY & McCLOY LLP
28 Liberty Street
New York, NY 10005-1413
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
E-mail: DDunne@milbank.com
TLomazow@milbank.com
About Tidewater, Inc.
Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.
Its fleet is deployed in the major global offshore oil and gas
areas of the world. The principal areas of operations include the
U.S. Gulf of Mexico, the Arabian Gulf, the Mediterranean Sea, and
areas offshore Brazil, Canada, India, Malaysia, Myanmar, Mexico,
Norway, the United Kingdom, Thailand, Trinidad, and West Africa.
As of May 17, 2017, Tidewater owns or charters, under
sale-leaseback agreements, 262 vessels and 8 remotely operated
(ROVs) available to serve the global energy industry.
Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.
Tidewater, Inc. disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; and Epiq Bankruptcy Solutions, LLC, as claims and
solicitation agent.
TIPTREE INC: Receives NASDAQ Notice on Delayed Form 10-Q Filing
---------------------------------------------------------------
Tiptree Inc. received, as expected, a notification from the Listing
Qualifications Department of The NASDAQ Stock Market LLC ("NASDAQ")
stating that the Company is not in compliance with NASDAQ Listing
Rule 5250(c)(1) because it has not yet filed its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2017 (the "Form
10-Q"). The NASDAQ letter has no immediate effect on the listing
of Tiptree's common stock on The NASDAQ Capital Market.
Under NASDAQ Listing Rules, the Company has until July 17, 2017 to
comply with the NASDAQ Listing Rule or to submit a plan to NASDAQ
to regain compliance. If it accepts the Company's plan, NASDAQ can
grant an exception of up to 180 days from the Form 10-Q due date
(which would be November 6, 2017) for the Company to regain
compliance. If NASDAQ does not accept the Company's plan, the
Company will have the opportunity to appeal that decision to a
NASDAQ Hearings Panel before any delisting occurs.
About Tiptree
Tiptree Inc. (NASDAQ: TIPT) -- http://www.tiptreeinc.com-- is
focused on enhancing shareholder value by generating consistent and
growing earnings at its operating companies. The Company's
consolidated subsidiaries currently operate in the following
businesses -- specialty insurance, asset management, senior living
and specialty finance.
TONGJI HEALTHCARE: Delays Filing of March 31 Quarterly Report
-------------------------------------------------------------
Tongji Healthcare Group, Inc., disclosed that it has encountered a
delay in assembling the information, in particular its financial
statements for the quarter ended March 31, 2017, required to be
included in its March 31, 2017 Form 10-Q Quarterly Report. The
Company expects to file its March 31, 2017, Form 10-Q Quarterly
Report with the U.S. Securities and Exchange Commission within 5
calendar days of the prescribed due date.
About Tongji Healthcare
Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.
Tongji Healthcare reported a net loss of $3.64 million on $1.93
million of total operating revenue for the year ended Dec. 31,
2016, compared to a net loss of $588,557 on $2.35 million of
total operating revenue for the year ended Dec. 31, 2015. As of
Dec. 31, 2016, Tonji had $8.36 million in total assets, $14.52
million in total liabilities and a total stockholders' deficit of
$6.16 million.
Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2016, citing that the Company has
negative working capital of $6,745,663, an accumulated deficit of
$7,206,416, and shareholders' deficit of $6,162,728 as of
Dec. 31, 2016. The Company's ability to continue as a going
concern ultimately is dependent on the management's ability to
obtain equity or debt financing, attain further operating
efficiencies, and achieve profitable operations.
TOTAL OFFICE: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Affiliated Debtors that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Total Office Solutions-GSA, Inc. 17-01829
4301Emerson Street
Jacksonville, FL 32207
Total Office Solutions, Inc. 17-01830
4301 Emerson Street
Jacksonville, FL 32207
Business Description: Total Office Solutions Inc. creates
workplaces for businesses located in
Jacksonville, Fla. The company provides
support for new offices, including product
sales, installation, project management,
space planning/design and move management,
among others. Total Office Solutions Inc.
offers products, such as chairs, desks,
cubicles, ergonomics and hospitality,
including others, from manufacturers that
include Kimball, Allsteel, National, Maxon
and Allseating, among others. Along with
office workplaces, Total Office Solutions
Inc. renders furnishing solutions and
related services to hotels, restaurants and
clubhouses.
Web site: http://www.tosinc.com
Chapter 11 Petition Date: May 19, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Debtors' Counsel: Thomas C Adam, Esq.
ADAM LAW GROUP, P.A.
301 W. Bay Street, Suite 1430
Jacksonville, FL 32202
Tel: (904) 329-7249
Fax: (904) 516-9230
E-mail: tadam@adamlawgroup.com
Estimated Estimated
Assets Liabilities
--------- -----------
Total Office Solutions-GSA $216,621 $1,540,000
Total Office Solutions, Inc. $2,330,000 $1,590,000
The petitions were signed by Mark Chappell, president.
Total Office Solutions-GSA list of top unsecured creditors contains
a single entry: Fidelity Bank located at 10611 Deerwood Park Blvd,
Jacksonville, FL, holding an unsecured claim of $1.54 million.
A copy of Total Office Solutions, Inc.'s list of top 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/flmb17-01830.pdf
TRANSMAR COMMODITY: AMERRA Buying Powder Book for $40/Metric Ton
----------------------------------------------------------------
Transmar Commodity Group Ltd., asks the U.S. Bankruptcy Court for
the Southern District of New York to authorize the private sale and
assignment of its Powder Book to AMERRA Cocoa USA, LLC for the
aggregate consideration that will be the product of $40 and the
number of metric tons of cocoa powder that are outstanding for
delivery under each assigned contract, reduced by the portion of
the cure amount, if any, that is in excess of $25,000, and as
further adjusted, plus the assumption of the assigned liabilities.
The cocoa market is notoriously volatile and impacted by weather,
geopolitical and economic fluctuations, which create an atmosphere
of uncertainty within the cocoa industry. As a result, in the
normal course of its cocoa trading business, the Debtor routinely
enters into derivative financial instruments, including derivative
contracts, forward contracts, futures contracts, repurchase
agreements or combinations of the foregoing to manage its exposure.
Historically, the Debtor entered into forward contracts with
counterparties to those contracts in the ordinary course of its
business. The Debtor also utilized the futures market to hedge or
reduce existing and/or expected risks associated with fluctuations
in the prices of certain cocoa products.
As of the Petition Date, the Debtor was a party to many Forward
Contracts or Forward Book to both purchase and to supply cocoa
beans and cocoa products ("Product") to various Counterparties.
The Forward Book consists of two parts:
a. The Forward Sale Contracts: The Debtor is party to
certain Forward Contracts pursuant to which the Debtor agrees to
sell, and the Counterparty agrees to purchase, Product in certain
quantities; and
b. The Forward Purchase Contracts: The Debtor is also
party to certain Forward Contracts pursuant to which a Counterparty
agrees to sell, and the Debtor agrees to purchase, Product in
certain quantities.
Certain of the Forward Sale Contracts relate to the Debtor's
agreements to sell cocoa powder to third party Counterparties
("Powder Contract") while all of the Debtor's remaining Powder
Contracts ("Powder Book") serve as part of the collateral of the
Debtor's Pre-Petition Lenders with respect to the Pre-Petition
Lenders' blanket first priority lien on virtually all of the
Debtor's assets (excluding any pledge of the equity interests in
the Debtor's subsidiaries), pursuant to that certain Amended and
Restated Security Agreement dated as of Feb. 26, 2016, along with
other collateral documentation.
Beginning in February 2017, the Debtor began actively marketing the
Forward Book, including the Powder Book, for sale. As a result of
the marketing efforts, the Debtor received two firm bids for
certain contracts that are within the Forward Book, including a bid
from AMERRA ("Initial Bids"). The Debtor, after consulting with
the Pre-Petition Lenders and the Committee, determined that the bid
presented by FCStone Merchant Services, LLC, was the superior bid
of the two and determined in its business judgment to designate FC
Stone's bid as the "stalking horse" bid for the Debtor's sale of
substantially of its Forward Book ("Forward Book Sale").
Notably, as part of its bid for a portion of the Forward Book,
FCStone agreed to independently purchase Product and fund
processing costs and other costs sufficient to bridge performance
of the Debtor's obligations under certain of the Forward Contracts
settling between now and the date of the Debtor's sale of the
Forward Book ("Bridge Transaction").
In order to effectuate the Bridge Transaction, on March 28, 2017,
the Debtor filed a motion to authorize the Debtor to enter into a
Service Agreement with FCStone outside of the ordinary course of
business ("Service Agreement Motion"). The Court conducted
hearings to consider the approval of the Service Agreement Motion
on April 5 and 6, 2017, and on April 7, 2017, the Court entered an
order granting the Service Agreement Motion. Through the Service
Agreement Motion, the Debtor sought to continue to perform under
certain of its Forward Contracts in order to preserve the value of
the Forward Book. The Bridge Transaction originally proposed by
FCStone did not, however, contemplate servicing the Powder Book.
Given the fact that FCStone has indicated to the Debtor that it
would have substantial difficulty in acquiring the specific cocoa
powder required under certain Powder Contracts, the Debtor
determined not to exercise its option to have FCStone service the
Powder Book.
On May 12, 2017, the Debtor filed its motion to approve the Forward
Book Sale, with FCStone's revised bid serving as the "stalking
horse" bid ("Forward Book Sale Motion"). A hearing to consider the
bidding procedures portion of the Forward Book Sale Motion is
scheduled for May 31, 2017.
Over the past few weeks, five of the Counterparties to Powder
Contracts have contacted the Debtor and have purported to terminate
their Powder Contracts with the Debtor.
AMERRA recently made the Debtor an offer to purchase the Powder
Book from the Debtor. Upon information and belief, unlike FCStone,
AMERRA is currently in possession of certain specific cocoa powder
necessary to fulfill certain of the Powder Contracts, which makes
AMERRA uniquely qualified to purchase the Powder Book and, upon
closing, to immediately begin performing under the Powder
Contracts.
After due consideration, the Debtor, in its business judgment, and
in order to timely and properly service the existing Powder Book
Contracts, determined that an emergent sale of the Powder Book to
AMERRA was the best and most expeditious method to preserve the
value of the Powder Book and maximize value for the Debtor's
estate. As a result, the Debtor now seeks, on an emergent basis,
approval to sell the Powder Book to AMERRA ("Proposed Sale").
Further, given the fact that AMERRA is in possession of the certain
specific cocoa powder necessary to fulfill certain of the Powder
Contracts, the Debtor has determined not to proceed with an auction
for the Powder Book. Instead, the Debtor has determined that
AMERRA's proposal for the Powder Book by way of expedited private
sale would likely be the best and highest offer that the Debtor
will receive for the Powder Book. The Debtor and AMERRA entered
into Asset Purchase Agreement dated May 17, 2017 for the purchase
of the Powder Book.
The principal terms of the APA are:
a. Purchase Price: The aggregate consideration for the sale and
transfer of the Purchased Assets will be the product of $40 and the
number of metric tons of cocoa powder that are outstanding for
delivery under each Assigned Contract as set forth on Schedule
2.01(a) of the Disclosure Schedules, reduced by the portion of the
Cure Amount, if any, that is in excess of $25,000, and as further
adjusted pursuant to Section 2.06, plus the assumption of the
Assumed Liabilities.
b. Purchased Assets: The Debtor will transfer all right, title
and interest in the Forward Powder Contracts set forth on Section
2.01(a) of the Disclosure Schedules, other than each Forward Powder
Contract (i) that has been terminated prior to the Closing and (ii)
with respect to which the applicable portion of the Cure Amount
exceeds the product of $40 and the number of metric tons of cocoa
powder that are outstanding for delivery under such Forward
Contracts ("Assigned Contracts"), and all of the Debtor's rights
under warranties, indemnities and similar rights against third
parties to the extent related to the Forward Powder Contracts.
c. Assumed Liabilities: AMERRA will assume and agree to pay,
perform and discharge when due all liabilities and obligations of
the Debtor arising out of or relating to the Assigned Contracts,
including the Cure Amount relating to the Assigned Contracts.
d. Representations and Warranties: The Debtor has represented
and warranted that it has the requisite legal authority to sell and
assign the Purchased Assets to AMERRA. AMERRA has represented and
warranted that it has the requisite power, authority, and financial
capability to consummate the transactions contemplated.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Transmar_Commodity_275_Sales.pdf
In connection with the Proposed Sale, the Debtor asks authority to
(i) assume and assign the Powder Contracts to AMERRA, and (ii)
execute and deliver to AMERRA such documents or other instruments
as may be necessary to assign and transfer the Powder Book. The
Debtor believes that there will be no cure amounts associated with
the Powder Contracts. Objections, if any, to the assumption,
assignment and sale of that Powder Contract, must be filed by May
26, 2017 at 4:00 p.m. (PET).
The Debtor submits that it has articulated clear business
justifications for consummating the Proposed Sale. It actively
marketed the Powder Book, and as a result of those marketing
efforts and the good faith negotiations with AMERRA that followed,
the Debtor has secured a sale of the Powder Book for a price that
will generate immediate cash for the benefit of its estate and
creditors. The Proposed Sale provides the Debtor with an
opportunity to immediately maximize the value of the Powder Book,
and thus it believes that the Proposed Sale represents the highest
and/or best value available for the Powder Book, particularly in
light of the limited market for this specialized asset and the
targeted marketing efforts by the Debtor. Accordingly, the Debtor
asks the Court to approve the sale of the Purchased Assets to
AMERRA free and clear of all liens, claims, encumbrances and other
interest.
The Debtor asks that the Court waves the 14-day period under Rule
6004(h) in the consummation of the Trustee's sale of the Purchased
Assets. AMERRA is willing to immediately close on the purchase of
the Purchased Assets. Waiving the 14-day stay is necessary to
maintain the value of the Purchased Assets, which is at risk due to
the fact that the Debtor is unable to fulfill its obligations
during the pendency of the Proposed Sale. Additionally, it would
be helpful to resolve the Proposed Sale in advance of or by no
later than the hearing to consider the bidding procedures portion
of the Forward Book Sale Motion, currently scheduled for May 31,
2017, so that it can be determined whether the Powder Book must be
added to the Forward Book sale process.
The Purchaser can be reached at:
AMERRA COCOA USA, LLC
1185 Avenue of the Americas, 17th Floor
Facsimile: (212) 764-2240
E-mail: nobler@amerracapital.com
Attn: Managing Director
The Purchaser is represented by:
Lee S. Attanasio, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
Facsimile: (212) 839-5599
E-mail: lattanasio@sidley.com
About Transmar Commodity Group Ltd.
Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016. The petition was
signed by was signed by Peter G. Johnson, chairman, president and
chief executive officer. At the time of filing, the Debtor
estimated assets and liabilities between $100 million and $500
million.
The Debtor is represented by Joseph L. Schwartz, Esq., Tara J.
Schellhorn, Esq., and Rachel F. Gillen, Esq., at Riker Danzig
Scherer Hyland & Perretti LLP. The Debtor has engaged Tracy L.
Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J.
Reilly,
Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, as
local counsel; and GORG as German special counsel. The Debtor has
hired DeLoitte Transactions and Business Analytics LLP as its
restructuring advisor; and Donlin, Recano & Company, Inc., as its
claims and noticing agent.
The Office of the U.S. Trustee has appointed three creditors of
Transmar Commodity Group Ltd. to serve on the official committee
of
unsecured creditors. The Committee tapped Tarter Krinsky &
Drogin,
LLP as counsel.
TRIANGLE USA: Court Extends Plan Filing Period to August 28
-----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware has further extended the exclusive periods during which
only Triangle USA Petroleum Corporation and its debtor-affiliates
may file a plan of reorganization and solicit acceptances to the
plan, through and including August 28, 2017 and October 27, 2017,
respectively.
About Triangle USA Petroleum Corporation
Triangle USA Petroleum Corporation is an independent exploration
and production company with strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana. TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.
Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are
pending before Judge Mary F. Walrath.
At the time of the filing, TUSA estimated assets in the range of
$500 million to $1 billion and liabilities of up to $1 billion.
The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as
financial advisor, PJT Partners Inc. as investment banker and Prime
Clerk LLC as claims & noticing agent.
Andrew R. Vara, Acting U.S. Trustee, has informed the U.S.
Bankruptcy Court for the District of Delaware that a committee of
unsecured creditors has not been appointed in the Chapter 11 case
of Triangle USA Petroleum Corporation due to insufficient response
to the U.S. Trustee communication/contact for service on the
committee.
TRUE NORTH: Provides Update on Bankruptcy Proceedings
-----------------------------------------------------
True North Gems Inc. (TGX) on May 18, 2017, provided an update on
the bankruptcy proceedings involving True North Gems Greenland A/S
("TNGG"), the Company's operating subsidiary in Greenland, with
assets including the Aappaluttoq Ruby and Pink Sapphire deposit and
mine in S.W Greenland. The Company also announced the engagement
Danish counsel, Skau Reipurth & Partners, to represent the Company
in this process.
Update on the Bankruptcy Process:
TGX management believes the bankruptcy process managed by
court-appointed Trustees and supported by the Greenland government
was biased, unnecessarily expedited and potentially negligent. In
reaction to these concerns the Company has formed a Special
Committee to investigate the process, and the decisions and actions
of the Trustees and the Greenland government, to determine if legal
action is appropriate.
To adequately defend the interests of shareholders, the Company has
engaged Danish counsel Skau Reipurth & Partners to address the
bankruptcy Trustees with respect to the TGX's concerns and to
formally solicit responses to unanswered questions posed by the
Company's Board of Directors.
TGX specific concerns are:
-- Conflict of interest of the court-appointed Trustees who have
business relationships with LNSG, LNS and the Greenland
government;
-- Lack of transparency with respect to the bidding process and
the criteria upon which the decision to accept the bid of LNSG was
made, without consultation with the key creditors;
-- Negligence of the Trustees in not fulfilling their duties to
act in the best interest creditors by expediting the bankruptcy
process and not allowing a fair market to develop for TNGG's
assets; and
-- A priori determination of the outcome of the bankruptcy
process.
These concerns, and others, have been presented to the Trustees;
however, no sufficient response to the Company's requests for
information have been provided to date. While the Trustees have
not responded to TGX's requests for additional information, the
bankruptcy process has advanced sufficiently to allow the
government of Greenland to transfer the assets of TNGG to LNSG, and
operations at the Aappaluttoq mine site to be re-established. The
Trustees have not provided the Company any opportunity to review
the decision of the Trustees, and neither has the impact of this
decision on the Company, as TNGG's largest creditor, been
addressed.
Chronology of Events:
On August 30, 2016: The shareholders of TNGG voted to initiate
voluntary bankruptcy to protect the assets of TNGG and allow a
transparent and fair bankruptcy process to go forward, in the best
interests of all stakeholders and creditors.
September 4, 2016: The Court of Greenland was notified of the
TNGG's request for bankruptcy protection and appointed Trustees.
On September 7, 2016: TGX announced TNGG shareholders collectively
agreed to intiate voluntary bankruptcy proceedings under the
Bankruptcy Act in Greenland. At that time, the Company was advised
all bids to acquire the assets of TNGG needed to be submitted by
September 18, 2016.
On September 11 2016: Trustees advised TGX all bids to acquire the
assets of TNGG be submitted no later than September 14, 2016,
justifying the expedited process on the basis "it is in everyone's
interest to secure that the final buyer can commence work as soon
as possible and before the winter sets in".
On September 14, 2016: TGX submitted a bid to acquire the assets of
TNGG, while at the same time protesting the expedited process was
unjustified and not conducive to maximizing value for existing
creditors.
On September 15, 2016: TGX became aware of media reports indicating
the bankruptcy estate had reviewed and considered the binding
offers received and entered into a business transfer agreement with
the successful bidder.
On October 5, 2016: TGX was advised the Greenlandic authorities
published their consent to the transfer of the exploitation and
exploration licenses to LNSGG.
As of the date of the decision to enter voluntary bankruptcy, TGX
owned 76% of the outstanding shares of TNGG, LNS Denmark APS
(together with its affiliates, the "LNS Group") owned 17% of the
outstanding shares of TNGG, and Greenland Venture A/S ("Greenland
Venture") owned 7% of the outstanding shares of TNGG.
TGX was also the senior creditor of TNGG.
The Special Committee:
The Special Committee of the Board of Directors has been created to
provide oversight of the Greenland bankruptcy process and allow
TGX's management and Board of Directors to discharge its duty of
care and render informed decisions, in the best interest of our
shareholders.
While intended to protect TNGG's assets from foreclosure by the
government of Greenland, and allow the TNGG's shareholders and
partners the opportunity to address short falls in capitalization
issues, the decision to initiate the voluntary bankruptcy instead
triggered an expedited process which ultimately resulted in the
Aappaluttoq exploitation license being withdrawn from jointly-owned
TNGG and a 100% interest in the license awarded to LNSG, within
ten-days of the process being initiated.
TGX's Board of Directors and management are of the opinion the
Company and its shareholders have been unfairly treated through a
biased and expedited legal process that has resulted in the
destruction of TGX shareholder value. The Company's concerns are
related to potential conflicts of interest with the court-appointed
Trustees and the expedited process that limited competitive bidding
from third parties, failed to allow True North, or any other third
party, sufficient time to develop a comprehensive bid, and worked
contrary to the best interests of certain TNGG creditors,
specifically TGX and its shareholders.
It is also True North's position that requests for additional
information and clarification should be addressed by the Trustees
and the courts of Greenland prior to concluding what TGX believes
is a flawed process that has failed to deliver on the mandate of
the Trustees and produce results in the best interests of the
shareholders and the major creditors of TNGG.
While the Company respects the laws of Greenland, and is fully
willing to participate in a fair, transparent and unbiased process,
True North management and the Board of Directors do not intend to
comply with any demand from the Trustees that would indicate the
acceptance of the decision to grant the assets to LNSG until such
time as full disclosure of the bankruptcy process and answers to
questions sufficient to allow the Company to disclose the complete
details of the events and outcomes to our shareholders and the
public markets, have been provided.
True North will provide further updates as information becomes
available.
UNIVERSAL HEALTH: Moody's Affirms Ba1 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of Universal Health
Services, Inc. (UHS), including the Ba1 Corporate Family Rating and
the Ba1-PD Probability of Default Rating. Moody's also affirmed the
Ba1 rating on UHS' senior secured notes and SGL-1 Speculative Grade
Liquidity Rating. The rating outlook is stable.
The following ratings were affirmed for Universal Health Services,
Inc.
Corporate Family Rating at Ba1
Probability of Default Rating at Ba1- PD
Senior secured notes due 2019, 2022 and 2026 at Ba1 (LGD 3)
Speculative Grade Liquidity Rating at SGL-1
The rating outlook is stable.
RATINGS RATIONALE
UHS' Ba1 Corporate Family Rating reflects the company's low
financial leverage, solid interest coverage and good free cash flow
relative to debt. The rating also reflects UHS' considerable scale
and strong market positions in both its acute care hospital and
behavioral health segments. While UHS has some market concentration
in its acute care business, the behavioral health business -- which
has a national footprint -- affords the company good business and
geographic diversification as a whole. The ratings are constrained
by reputational and financial risk associated with on-going
investigation into billing and business practices at some of the
company's behavioral health facilities. Further, the ratings are
constrained by regulatory uncertainty created by on-going
healthcare reform efforts.
If UHS resolves the vast majority of its outstanding litigation and
investigation items and maintains conservative financial policies,
Moody's could upgrade the ratings. Specifically, if Moody's expects
UHS to sustain debt/EBITDA below 2.5 times, there could be upward
rating pressure.
The ratings could be downgraded if operating performance weakens,
if the company engages in significant debt financed acquisitions or
shareholder initiatives, or if credit metrics materially worsen for
any reason. More specifically, the ratings could be downgraded if
Moody's expects debt/EBITDA to be sustained above 3.0 times.
Further, a significant escalation of legal liabilities or
government investigations could also put downward pressure on the
ratings.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Universal Health Services, Inc., based in King of Prussia,
Pennsylvania, owned and operated 26 acute care hospitals and 292
inpatient and 24 outpatient behavioral health centers as of March
31, 2017. Facilities are located in 37 states, Washington, D.C.,
the United Kingdom, Puerto Rico and the U.S. Virgin Islands.
Revenues are approximately $9.9 billion.
UPPER ROOM BIBLE: Disclosure Statement Hearing Set for June 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana is
set to hold a hearing on June 22, at 2:30 p.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization for The Upper Room Bible Church, Inc.
The hearing will take place at Courtroom B-705, Hale Boggs Federal
Building, 500 Poydras Street, New Orleans, Louisiana. Objections
are due by June 15.
About The Upper Room Bible Church
The Upper Room Bible Church, Inc. filed a Chapter 11 petition
(Bankr. E.D. La. Case No. 16-12757), on November 8, 2016,
disclosing under $1 million in both assets and liabilities. The
petition was signed by Herbert H. Rowe, Jr. Judge Jerry A. Brown
presides over the case.
The Debtor is represented by P. Douglas Stewart, Jr., Esq., Brandon
A. Brown, Esq., and Ryan J. Richmond, Esq., of Stewart Robbins &
Brown, LLC. Curtis A. Moret, Jr., LLC serves as accountant.
On May 8, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
V & V SUPERMARKETS: Taps Giacopelli as Tax Services Provider
------------------------------------------------------------
V. & V. Supermarkets, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Giacopelli Accounting
& Tax Services LLC.
The firm will prepare the Debtor's 2015 and 2016 tax returns for a
flat fee of $4,000.
James Giacopelli of Giacopelli Accounting disclosed in a court
filing that he and his firm do not hold or represent any interest
adverse to the Debtor's bankruptcy estate, and are "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James P. Giacopelli
Giacopelli Accounting & Tax Services LLC
4005 167 Street
Flushing, NY 11358
Phone: 718-961-7983
Fax: 718-461-5441
Email: James@JPGAccounting.com
About V. & V. Supermarkets
Based in Lake Hiawatha, New Jersey, V. & V. Supermarkets, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 17-15174) on March 16, 2017.
At the time of the filing, the Debtor disclosed $915,576 in assets
and $4.21 million in liabilities.
The case is assigned to Judge Vincent F. Papalia. The Debtor is
represented by Trenk, DiPasquale, Della Fera & Sodono, P.C.
GlassRatner Advisory & Capital Group, LLC is the Debtor's financial
advisor.
No trustee, examiner or creditors' committee has been appointed in
the Debtor's case.
V & V SUPERMARKETS: Taps Jennifer Carlin as Accountant
------------------------------------------------------
V. & V. Supermarkets, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire an accountant.
The Debtor proposes to hire Jennifer Carlin, a certified public
accountant, to prepare write-up work papers for fiscal years ended
October 31, 2015, and 2016 in order to file its tax returns.
Ms. Carlin will receive a flat fee of $2,000, and will charge an
hourly rate of $125 for additional services.
In a court filing, Ms. Carlin disclosed that she is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Ms. Carlin maintains an office at:
Jennifer Carlin
56 Salter Place
Maplewood, NJ 07921
About V. & V. Supermarkets
Based in Lake Hiawatha, New Jersey, V. & V. Supermarkets, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 17-15174) on March 16, 2017.
At the time of the filing, the Debtor disclosed $915,576 in assets
and $4.21 million in liabilities.
The case is assigned to Judge Vincent F. Papalia. The Debtor is
represented by Trenk, DiPasquale, Della Fera & Sodono, P.C.
GlassRatner Advisory & Capital Group, LLC is the Debtor's financial
advisor.
No trustee, examiner or creditors' committee has been appointed in
the Debtor's case.
VERTIV INTERMEDIATE: Moody's Affirms B2 CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating and stable outlook at
Vertiv Intermediate Holding Corporation. Simultaneously, Moody's
also affirmed the Caa1 rating on Vertiv's $500 million PIK Notes
(PIK Note). Additionally, Cortes NP Acquisition Corporation changed
its name to Vertiv Group Corporation. Moody's affirmed the B3
rating on the $750 million Sr Notes and maintained the stable
outlook at Vertiv Group Corporation. Also, as a result of a
repricing and CUSIP change, Moody's is withdrawing the Ba3 rating
on the old CUSIP and assigning a Ba3 rating on the new CUSIP for
the $2.245 billion term loan B.
Moody's affirmed the following ratings at Vertiv Intermediate
Holding Corporation:
Corporate Family Rating, at B2;
Probability of Default Rating, at B2-PD;
PIK Notes, at Caa1, LGD6.
The rating outlook remains stable.
The following Vertiv Group Corporation actions have been taken:
$750m Sr Notes affirmed at B3, LGD5
$2.245 billion Term Loan B assigned Ba3, LGD3
$2.320 billion Term Loan B, withdrawn, previously rated Ba3, LGD3
The rating outlook remains stable.
RATINGS RATIONALE
The affirmation of the B2 CFR at Vertiv reflects Moody's
expectations for improving leverage in 2018, positive free cash
flow generation, and a strong liquidity profile, weighed against a
high leverage level and slow profit growth anticipated through year
end 2017. With positive cash flow generation and modest earnings
growth, Moody's expects Debt / EBITDA to decline towards 6x by end
of fiscal year 2018. Although the recent issuance of a PIK Note to
fund a large dividend suggests an aggressive financial policy,
Moody's does not anticipates another dividend in 2017.
Vertiv's liquidity profile is good. It is supported by a $400
million asset-based revolving credit facility (unrated) and good
free cash flow generation. In addition, the company has meaningful
unpledged foreign assets that could be monetized, if needed. The
ABL facility maintains a springing fixed charge coverage ratio of
1.0 times when revolver availability falls below approximately $40
million. Moody's believes that it will not be tested in the near
term. The term loan does not have any financial covenants.
The Ba3 rating on Vertiv Group Corporation's approximately $2.3
billion term loan reflects the security package of assets and the
support provided by unsecured obligations. Moreover, the $400
million ABL revolver has a superior position in claims on the
company's choice assets. Moody's considers this significant as the
company's balance sheet is comprised of a substantial amount of
goodwill and other intangibles. There is a considerable amount of
unsecured debt that will take the first loss under a distressed
scenario. The B3 senior unsecured rating reflects its subordinated
position to both the ABL revolver and term loan. The senior
unsecured PIK toggle notes are rated Caa1. These notes were issued
out of Vertiv Intermediate Holding Corporation, a legal holding
company. The Caa1 rating on the PIK notes, two notches below the
CFR, reflects their position as the most structurally junior debt
in the capital structure and which would be in a first loss
position in the event of a default scenario.
The stable rating outlook reflects Moody's view that positive free
cash flow and deleveraging will be slow.
The ratings could be downgraded if Moody's expects debt / EBITDA to
be sustained above 6 times, or EBITDA to Interest is below 2 times,
particularly if free cash flow was anticipated to be negative. A
contraction in EBITDA margins of over 100 basis points could lead
to a downgrade.
The ratings could be upgraded if Moody's expects debt / EBITDA
below 5 times on a sustainable basis with improving EBITDA
margins.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Vertiv Intermediate Holding Corporation, headquartered in Columbus,
Ohio, provides various infrastructure technologies and equipment
for power and thermal management and infrastructure monitoring
services used in data centers, communication networks, and
commercial and industrial environments. Vertiv sells into various
end markets with data centers accounting for nearly two-thirds of
total net sales. The company is 85% owned by Platinum Equity.
Through the last twelve months ending September 30, 2016, net sales
totaled approximately $4.4 billion.
VINCHEM USA: Hires G&S Accounting as Accountant
-----------------------------------------------
Vinchem USA Corporation seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ G&S Accounting &
Tax Services, as accountant to the Debtor.
Vinchem USA requires G&S Accounting to:
a. prepare and file tax returns and conduct tax research;
b. perform normal accounting and other accounting services as
required by the Debtor; and
c. prepare and assist the Debtor in preparing Court ordered
reports, including the U.S. Trustee Reports, and assist
with preparing documents necessary for the Debtor's plan of
reorganization.
G&S Accounting will be paid at these hourly rates:
Accountant $150
Accounting Staff $50-$100
G&S Accounting will be paid an initial retainer in the amount of
$1,000.
G&S Accounting will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gene McDowell, member of G&S Accounting & Tax Services, 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.
G&S Accounting can be reached at:
Gene McDowell
G&S ACCOUNTING & TAX SERVICES
14902 N Florida Ave, Suite E
Tampa, FL 33613
Tel: (813) 963-0959
About Vinchem USA Corporation
Vinchem USA Corporation filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-01802) on March 7, 2017. The petition was signed
by Larry Nguyen, vice president.
At the time of filing, the Debtor had $1.60 million in total assets
and $1.68 million in total liabilities.
Buddy D Ford, Esq. and Jonathan A Semach, Esq., at Buddy D. Ford,
P.A., serve as bankruptcy counsel.
No trustee, examiner, or statutory committee has been appointed in
this case.
VITARGO GLOBAL: Creditors' Panel Hires Marshack Hays as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Vitargo Global
Sciences, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of California to retain Marshack Hays LLP, as
general counsel to the Committee.
The Committee requires Marshack to:
a. evaluate assets of the estate;
b. evaluate claims against third parties;
c. evaluate claims against the Estate;
d. determine if appointment of a trustee is in the best
interest of the Estate and its creditors;
e. determine what means of reorganization is best for
creditors and take steps necessary to effectuate those
means;
f. determine whether to move to convert or dismiss the case or
take any other action as may be in the best interest of the
general unsecured creditors;
g. negotiate treatment of unsecured creditors under any
proposed plan of reorganization; and
h. review and object to any motion or plan that is not in the
best interests of the Estate.
Marshack will be paid at these hourly rates:
Partners $460-$595
Associates $300-$370
Paralegals $150-$250
Marshack will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard A. Marshack, partner of Marshack Hays 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 (a) is not
creditors, equity security holders or insiders of the Debtor; (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 Debtor; 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.
Marshack can be reached at:
Richard A. Marshack, Esq.
MARSHACK HAYS LLP
870 Roosevelt
Irvine, CA 92620
Tel: (949) 333-7777
Fax: (949) 333-7778
About Vitargo Global Sciences, Inc.
Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of GENr8,
Inc., a predecessor business to the Debtor. Conversion from LLC to
Inc. took place on September 2015. The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.
Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition in in Texas Northern Bankruptcy Court on May 5, 1992 (N.D.
Tex. Case No. 92-42174).
Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017. The petition was signed by Anthony Almada, chief
executive officer. The Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Theodor Albert presides over the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is serving as the Debtor's bankruptcy counsel. Damian Moos, Esq.,
at Kang Spanos & Moos LLP, is the litigation counsel. Jeffrey
Bolender, Esq. and Bolender Law Firm PC serves as the Debtor's
state court insurance coverage counsel.
U.S. Trustee Peter C. Anderson on April 4, 2017, appointed four
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case. The Committee hired Marshack Hays LLP, as
general counsel.
WEBSTER RESTAURANTS: Hires Margaret M. McClure as Counsel
---------------------------------------------------------
Webster Restaurants, Ltd, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ the Law Office
of Margaret M. McClure, as counsel to the Debtor.
Webster Restaurants requires Margaret M. McClure to:
a. give the Debtor legal advice with respect to Debtor's
powers and duties as debtor-in-possession in the continued
operation of the Debtor's business and management of the
Debtor's property; and
b. perform all legal services for the debtor-in-possession
which may be necessary herein.
Margaret M. McClure will be paid at these hourly rates:
Attorney $400
Paralegal $150
Margaret M. McClure will be paid a retainer in the amount of
$20,000.
Margaret M. McClure will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Margaret M. McClure, member of the Law Office of Margaret M.
McClure, 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.
Margaret M. McClure can be reached at:
Margaret M. McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: (713) 659-1333
Fax: (713) 658-0334 (fax)
E-mail: margaret@mmmcclurelaw.com
About Webster Restaurants, Ltd
Webster Restaurants, Ltd., based in Houston, Texas, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 17-32793) on May 1, 2017.
The Hon. Jeff Bohm presides over the case. Margaret M. McClure,
Esq., at the Law Office of Margaret M. McClure, 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 David J.
Felt, president of GP, Healthcare Logistics, Inc.
WINDMILL RESERVE: Disclosure Statement Hearing Set for June 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida is
set to hold a hearing on June 22, at 10:00 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of liquidation for Windmill Reserve Corp.
The hearing will take place at the U.S. Bankruptcy Court, Room 308,
299 E. Broward Boulevard, Fort Lauderdale, Florida. Objections are
due by June 15.
About Windmill Reserve Corp.
Windmill Reserve Corp., fka Estates of Swan Lake Corp., is a
Florida corporation that owns and developed the "Windmill Reserve"
community in Weston, Florida. "Windmill Reserve" consists of 94
single family home sites, 72 of which have been sold and improved.
The Debtor holds title to 22 lots in the community. The Debtor
also owns two lots used for mitigation and located in Miramar,
Florida.
The Debtor filed a voluntary Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 16-20986) on Aug. 8, 2016. The petition was
signed by Philip J. Von Kahle as president. The Debtor listed total
assets of $15.53 million and total debts of $42.89 million. The
case is assigned to Judge Raymond B Ray. Berger Singerman LLP
serves as the Debtor's counsel.
The Office of the U.S. Trustee on Sept. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Windmill Reserve Corp.
WJA ASSET: Case Summary & Top Unsecured Creditors
-------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
WJA Asset Management LLC 17-11996
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
5827 Winland Hills Drive Development Fund LLC 17-11997
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Alabama Housing Fund LLC 17-11998
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
CA Express Fund LLC 17-11999
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
CA See Jane Go Fund LLC 17-12000
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
CA Whirl Fund LLC 17-12001
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Clairton Residential Renewal LLC 17-12002
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Equity Indexed Managed Fund LLC 17-12003
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Luxury Asset Purchasing International LLC 17-12004
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
LVNV Multi Family LLC 17-12005
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
PMB Managed Fund LLC 17-12006
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Prosper Managed Fund LLC 17-12008
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
TD Opportunity Fund LLC 17-12009
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
TD REO Fund LLC 17-12010
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Urban Produce Fund LLC 17-12011
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Whirl Fund LLC 17-12012
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
WJA Express Fund LLC 17-12013
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
WJA Real Estate Opportunity Fund I LLC 17-12014
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
WJA Real Estate Opportunity Fund II LLC 17-12015
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
WJA Secure Real Estate Fund LLC 17-12016
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
WJA Secure Income Fund LLC 17-12018
23046 Avenida de la Carlota, LLC, Suite 150
Laguna Hills, CA 92653
William Jordan Investments Inc. 17-12019
fka William Jordan Associates, Inc.
fka The Sentinel Group, Inc.
23046 Avenida de la Carlota, Suite 150
Laguna Hills, CA 92653
Business Description: Founded in 2011, WJA Asset Management
is a small organization in the management
services industry located in Laguna Hills,
CA.
Chapter 11 Petition Date: May 18, 2017
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Scott C Clarkson
Debtor's Counsel: Lei Lei Wang Ekvall Esq.
SMILEY WANG-EKVALL, LLP
3200 Park Center Drive, Suite 250
Costa Mesa, CA 92626
Tel: 714-445-1000
E-mail: lekvall@swelawfirm.com
Estimated Estimated
Assets Liabilities
----------- -----------
WJA Asset Management LLC $100K-$500K $1M-$10M
5827 Winland Hills Drive Development $1M-$10M $1M-$10M
Alabama Housing Fund LLC $500K-$1M $0-$50K
CA Express Fund LLC $100K-$500K $0-$50K
The petitions were signed by Howard Grobstein, chief restructuring
officer.
A copy of WJA Asset Management LLC's list of four unsecured
creditors is available for free at:
http://bankrupt.com/misc/cacb17-11196.pdf
A copy of 5827 Winland Hills Drive Development's list of 18 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/cacb17-11997.pdf
A copy of Alabama Housing Fund LLC's list of seven unsecured
creditors is available for free at:
http://bankrupt.com/misc/cacb17-11998.pdf
A copy of CA Express Fund LLC's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/cacb17-11999.pdf
ZEKELMAN INDUSTRIES: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its corporate credit rating on
Chicago-based Zekelman Industries Inc. at 'B+'. The outlook is
stable.
At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's $925 million senior secured term loan due 2021 and S&P's
'B' issue-level on its $375 million second-lien senior secured
notes due 2023. The recovery ratings are '2' and '5',
respectively. The '2' recovery rating indicates S&P's expectation
for substantial (70% to 90%; rounded estimate: 70%) recovery in the
event of a payment default. The '5' recovery rating indicates
S&P's expectation for modest (10% to 30%; rounded estimate: 10%)
recovery in the event of a payment default.
"Our ratings affirmation reflects our expectation that Zekelman's
operating results and profitability will continue to benefit from
an improved steel market and solid demand growth in its primary end
markets of nonresidential construction and infrastructure," S&P
Global Ratings credit analyst Michael Maggi. S&P believes these
favorable market conditions should result in stable credit measures
over the next 12 months, despite exposure to highly volatile metals
prices (specifically hot-rolled coil, or HRC, steel) and cyclical
end-market demand. Over the next 12 months, S&P expects adjusted
debt to EBITDA in the 4x to 4.5x range and FFO to debt of 10% to
15%, close to current levels.
The stable outlook reflects S&P's view that Zekelman Industries
will generate adjusted debt to EBITDA between 4x and 4.5x and FFO
to debt between 10% and 15% over the next 12 months, while
maintaining strong liquidity. S&P's outlook takes into account the
company's recent acquisitions, stronger operating performance,
volatility to steel prices (despite a relatively stable steel
market, especially in the U.S.), and S&P's expectations for
continued growth in its core end markets--nonresidential
construction and infrastructure.
[*] Heather Smith Joins Houlihan Lokey's Capital Markets Group
--------------------------------------------------------------
Houlihan Lokey, Inc., the global investment bank, said Heather
Smith has joined the firm's Capital Markets Group as a Managing
Director and Head of Structured Equity. Ms. Smith will focus on
providing customized equity capital solutions to corporate and
financial sponsor backed clients for acquisition finance, growth
capital and balance sheet recapitalizations. She is based in New
York.
Ms. Smith has over 20 years of experience in the private placement
industry, having raised approximately $12 billion in equity and
debt capital for companies in the U.S., Europe and South America.
She joins from Sagent Advisors, where she was a Managing Director
and Head of the Private Financing Solutions Group with a focus on
raising equity and equity-linked securities utilizing complex
financing structures for late stage companies. Previous experience
includes leading a Private Placement Group at both Deutsche Bank
and Greentech Capital where she raised equity, debt, and project
finance, and serving as a Director in the Private Placements Group
at Credit Suisse.
"The continuing growth of non-traditional capital providers creates
attractive opportunities to develop bespoke structured finance
solutions for our clients, however successfully accessing this
capital requires deep market knowledge and industry relationships,"
said Scott Adelson, Co-President and Co-Head of Corporate Finance.
"Heather brings those qualities to our market-leading Capital
Markets team. Her decades of experience and excellent cultural fit
with our passionate approach to client service will be
substantially beneficial to our clients and to the continued growth
of the business," he added.
"I'm delighted to join a Capital Markets Group with the financing
expertise, depth of insight, and breadth of relationships in the
alternative finance universe that Houlihan Lokey has established. I
look forward to working with my colleagues to build on the
substantial success they have achieved to date and contribute to
the superior client service for which the firm is known," said Ms.
Smith.
Ms. Smith holds a B.A. in Economics, cum laude, from Harvard
University and an MBA with distinction from the Kellogg Graduate
School of Management at Northwestern University.
With nearly 35 professionals globally, Houlihan Lokey's Capital
Markets Group is the largest independent private financing team in
financial services, focused on delivering its clients bespoke
financing solutions backed by superior market knowledge and
execution capabilities. Over the past 12 months, the group has
raised approximately $5 billion for clients across 29
transactions.
Houlihan Lokey (NYSE: HLI) is a global investment bank with
expertise in mergers and acquisitions, capital markets, financial
restructuring, valuation, and strategic consulting. The firm serves
corporations, institutions, and governments worldwide with offices
in the United States, Europe, and the Asia-Pacific region.
Independent advice and intellectual rigor are hallmarks of our
commitment to client success across our advisory services. Houlihan
Lokey is ranked as the No. 1 M&A advisor for all U.S. transactions,
the No. 1 global restructuring advisor, and the No. 1 global M&A
fairness opinion advisor over the past 20 years, according to
Thomson Reuters.
For press inquiries, contact PR@HL.com or 212.331.8223.
[] Forshey Prostok Promotes Three Attorneys, Adds Two Lawyers
-------------------------------------------------------------
The complex bankruptcy and restructuring law firm Forshey Prostok
on May 18, 2017, announced the promotion of three attorneys and the
addition of two lawyers to its Dallas/Fort Worth offices.
"This is an important milestone for the firm, and great news for
the companies we represent on the bankruptcy and workout side,"
said Jeff Prostok, a founding partner at Forshey Prostok. "These
dedicated lawyers represent the best in the business, and we're
glad to have their level of expertise on our team."
To learn more about Forshey Prostok's areas of expertise, visit:
http://forsheyprostok.com/practice-areas/.
Suzanne K. "Suki" Rosen has been promoted to partner. She has
extensive experience litigating complex commercial disputes,
including avoidance actions and other business bankruptcy matters.
Throughout her 20-year career, Ms. Rosen has helped clients
substantially reduce outstanding bankruptcy claims, smoothing the
reorganization process and providing higher recovery to creditors.
Matthew G. Maben also has been promoted to partner. His practice
includes bankruptcy, business reorganizations and creditor's
rights. He also counsels debtors, creditors and trustees in
restructuring and liquidation matters. He has been recognized
three times among the "Leaders in their Field" in the prestigious
Chambers USA legal guide.
Lynda L. Lankford, with more than 25 years' experience in
bankruptcy litigation, business reorganizations and creditor
rights, has been promoted to of counsel. A former auditor who is
Board Certified in Business Bankruptcy Law by the Texas Board of
Legal Specialization, she is uniquely positioned to provide key
financial insights to the firm's clients.
Matthias Kleinsasser joins Forshey & Prostok as a partner from
Kelly Hart. He has extensive experience in bankruptcy litigation,
as well as general business litigation in federal and state court.
He began his legal career with a bankruptcy court clerkship, after
which he practiced in the bankruptcy section of Weil, Gotshal &
Manges.
Laurie Dahl Rea joins as of counsel. Her career includes two
federal judicial clerkships, as well as extensive experience
representing debtors and creditors in large reorganizations and
liquidations. Immediately prior to joining Forshey Prostok, Ms.
Rea served as the career law clerk to the Honorable Russell F.
Nelms.
Forshey Prostok provides extensive experience in all areas of
bankruptcy law. The firm's scope of representation includes
handling complex business reorganizations, enforcing of creditor's
rights, leading commercial and bankruptcy-related litigation,
overseeing creditors' committees, directing workouts, and closing
bankruptcy acquisitions. Forshey Prostok is ranked by the Chambers
USA legal guide and is home to lawyers who are AV-rated by
Martindale-Hubbell.
[^] BOND PRICING: For the Week from May 15 to 19, 2017
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ----- ------ --------- --------
A. M. Castle & Co CASL 5.250 15.713 12/30/2019
A. M. Castle & Co CASL 7.000 58.000 12/15/2017
American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019
Armstrong Energy Inc ARMS 11.750 50.000 12/15/2019
Armstrong Energy Inc ARMS 11.750 50.000 12/15/2019
Avaya Inc AVYA 10.500 14.500 3/1/2021
Avaya Inc AVYA 10.500 16.000 3/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 2.145 99.363 6/2/2017
Bon-Ton Department
Stores Inc/The BONT 8.000 40.000 6/15/2021
Buffalo Thunder
Development Authority BUFLO 11.000 39.000 12/9/2022
CEDC Finance Corp
International Inc CEDC 10.000 23.375 4/30/2018
Caesars Entertainment
Operating Co Inc CZR 5.750 78.875 10/1/2017
CareFusion Corp CFN 3.875 109.214 5/15/2024
CareFusion Corp CFN 3.300 105.525 3/1/2023
CareFusion Corp CFN 3.300 105.525 3/1/2023
CareFusion Corp CFN 3.300 105.525 3/1/2023
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.750 42.625 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.750 42.625 5/30/2020
Cinedigm Corp CIDM 5.500 28.625 4/15/2035
Claire's Stores Inc CLE 9.000 48.750 3/15/2019
Claire's Stores Inc CLE 8.875 11.000 3/15/2019
Claire's Stores Inc CLE 6.125 42.750 3/15/2020
Claire's Stores Inc CLE 7.750 11.000 6/1/2020
Claire's Stores Inc CLE 9.000 46.250 3/15/2019
Claire's Stores Inc CLE 9.000 48.250 3/15/2019
Claire's Stores Inc CLE 6.125 40.750 3/15/2020
Claire's Stores Inc CLE 7.750 11.000 6/1/2020
Cobalt International
Energy Inc CIE 2.625 35.000 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 27.468 5/1/2019
Emergent Capital Inc EMGC 8.500 43.764 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Holdings Corp TXU 6.500 13.500 11/15/2024
Energy Future Holdings Corp TXU 6.550 10.125 11/15/2034
Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019
Energy Future Holdings Corp TXU 5.550 6.500 11/15/2014
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 35.000 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 30.000 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 35.125 10/15/2019
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 7.875 76.921 6/15/2017
Global Brokerage Inc GLBR 2.250 42.000 6/15/2018
Goodman Networks Inc GOODNT 12.125 40.000 7/1/2018
Gymboree Corp/The GYMB 9.125 4.000 12/1/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Illinois Power Generating Co DYN 7.000 33.000 4/15/2018
Illinois Power Generating Co DYN 6.300 36.250 4/1/2020
Iracore International
Holdings Inc IRACOR 9.500 51.750 6/1/2018
Iracore International
Holdings Inc IRACOR 9.500 51.750 6/1/2018
IronGate Energy Services LLC IRONGT 11.000 37.250 7/1/2018
IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018
IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018
IronGate Energy Services LLC IRONGT 11.000 33.000 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.250 37.250 6/1/2020
James River Coal Co JRCC 7.875 1.383 4/1/2019
Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019
Laureate Education Inc LAUR 9.250 104.638 9/1/2019
Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Lumbermens Mutual
Casualty Co KEMPER 9.150 0.921 7/1/2026
MF Global Holdings Ltd MF 3.375 27.500 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.473 10/1/2020
Mirant Mid-Atlantic
Series B Pass
Through Trust GENONE 9.125 93.000 6/30/2017
NRG REMA LLC GENONE 9.237 81.616 7/2/2017
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.741 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.741 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.741 5/15/2019
Nine West Holdings Inc JNY 6.875 23.474 3/15/2019
Nine West Holdings Inc JNY 8.250 24.500 3/15/2019
Nine West Holdings Inc JNY 8.250 23.125 3/15/2019
Nuverra Environmental
Solutions Inc NESC 12.500 24.375 4/15/2021
OMX Timber Finance
Investments II LLC OMX 5.540 9.250 1/29/2020
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 31.000 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 29.806 4/1/2021
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
RAAM Global Energy Co RAMGEN 12.500 1.750 10/1/2015
Renco Metals Inc RENCO 11.500 16.500 7/1/2003
Rex Energy Corp REXX 8.875 46.781 12/1/2020
River Rock Entertainment
Authority RIVER 9.000 20.500 11/1/2018
Rolta LLC RLTAIN 10.750 21.350 5/16/2018
Samson Investment Co SAIVST 9.750 7.700 2/15/2020
SandRidge Energy Inc SD 7.500 2.106 2/15/2023
SquareTwo Financial Corp SQRTW 11.625 1.685 4/1/2017
SunEdison Inc SUNE 5.000 10.500 7/2/2018
SunEdison Inc SUNE 2.750 0.938 1/1/2021
SunEdison Inc SUNE 2.000 1.125 10/1/2018
SunEdison Inc SUNE 2.375 0.938 4/15/2022
SunEdison Inc SUNE 0.250 1.250 1/15/2020
SunEdison Inc SUNE 3.375 1.125 6/1/2025
SunEdison Inc SUNE 2.625 1.125 6/1/2023
TMST Inc THMR 8.000 18.500 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 66.125 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 66.125 2/15/2018
TerraVia Holdings Inc TVIA 5.000 42.000 10/1/2019
TerraVia Holdings Inc TVIA 6.000 67.750 2/1/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Trans-Lux Corp TNLX 8.250 20.125 3/1/2012
UCI International LLC UCII 8.625 6.875 2/15/2019
United States Treasury
Inflation Indexed Bonds
- WI Reopening XITII 0.375 0.410 1/15/2027
Vanguard Operating LLC VNR 8.375 57.250 6/1/2019
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Investment
Management Corp WAC 4.500 36.000 11/1/2019
iHeartCommunications Inc IHRT 10.000 58.212 1/15/2018
iHeartCommunications Inc IHRT 6.875 58.456 6/15/2018
rue21 inc RUE 9.000 3.500 10/15/2021
rue21 inc RUE 9.000 4.400 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2017. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***