/raid1/www/Hosts/bankrupt/TCR_Public/170629.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 29, 2017, Vol. 21, No. 179
Headlines
5 STAR RECYCLING: Names Russell King as Counsel
8281 MERRILL ROAD: Hires Messana PA as Counsel
A.M. CASTLE: Annual Report for 401(k) Plan Filed
ADVANCED RETAIL: Taps Macey Wilensky as Legal Counsel
ADVANCED SOLIDS: Wants July 15 Exclusive Plan Filing Deadline
ALPHA MEDIA: Moody's Cuts CFR to B3 & Revises Outlook to Stable
ATHANAS FENCE: Hires Steel's Nancy Brunn as Accountant
BELDEN INC: Moody's Rates Proposed EUR400MM Sr. Notes Offering Ba3
BENJAMIN BEATTY: Sale of Ashville Property for $370K Approved
BERNARD L. MADOFF: Trustee Seeks Court Nod for Two Settlements
BERTELLI REALTY: Disclosures OK'd; Plan Hearing on July 18
BIONITROGEN: Unable to Reorganize Under Chapter 11 Process
BURLINGTON COAT: Moody's Hikes Corporate Family Rating to Ba2
CAESARS ENTERTAINMENT: Seeks Up to $2.2-Bil. for Las Vegas Casino
CARLTON VOLLBERG: Order Authorizing Sale of Equipment Withdrawn
CARTER & MOSER: Names Michael Familetti as Counsel
CERATECH INC: Committee Taps Pierce McCoy as Legal Counsel
CHAMPION EXCAVATION: Intends to Use Up To $165K Cash Collateral
CHARTER COMMUNICATIONS: Moody's Rates Proposed Sec. Notes Ba1
CHELLINO CRANE: Taps FocalPoint as Investment Banker
CHESAPEAKE ENERGY: Presented at J.P. Morgan 2017 Conference
CLEAR LAKE: Sale of Perkinston Property for $84K Approved
COMMERCIAL METALS: Moody's Rates New $300MM Sr. Unsec. Notes Ba2
COMMUNITY TRANSLATOR: Chapter 7 Trustee Taps Dorsey as Counsel
CONFIRMATRIX LABORATORY: Sets Sale Procedures for Business
CROWN SPRING: Taps Husch Blackwell as Legal Counsel
CTI FOODS: Moody's Affirms B3 CFR & Revises Outlook to Negative
D C EASTERN BUFFET: Names Edward Kaushas as Attorney
DELIVERY AGENT: Execs Seeks Dismissal of Abdo Lawsuit
DELPHI AUTOMOTIVE: Reaches $310M Settlement Deal With Solus
DICK CAMPBELL: Hires Elsaesser Jarzabek as Attorney
DIMENSION REALTY: Names Eugene Roth as Attorney
DOVECOTE LANE: Hires Bielli & Klauder as Counsel
EAGLE MATERIALS: Moody's Hikes Senior Unsec. Debt Rating From Ba1
EB BRANDS: Sued by Antares Capital on $96M Loan Default
EM LODGINGS: Plan Exclusivity Periods Extended by 60 Days
ENGLEWOOD WOMEN'S: Taps Perez and Bonomo as Legal Counsel
ENID LAKESIDE: Plan Exclusivity Period Extended Until July 10
ENRON CORP: Former Unit Seeks Fees in $21M Nigeria Row
ERNA SCHULTZ: Hires Anthony A. Frigo as Counsel
FAUSER OIL: Committee Hires Cutler Law as Associate Counsel
FINTUBE LLC: Case Summary & 20 Largest Unsecured Creditors
FIRST NBC BANK: Hires Phelps Dunbar as Special Counsel
FLOUR CITY BAGELS: July 5 Hearing on 2nd Amended Plan Disclosures
FOUNDATION HEALTHCARE: Needs $1.3M Financing, Use Cash Collateral
GARDENS REGIONAL: DHCS Entitled to Recoup HQA Payments
GENERAL MOTORS: Can Be Slapped with Non-Switch Claims, Court Says
GOD'S HOUSE OF REFUGE: U.S. Trustee Unable to Appoint Committee
GYMBOREE CORP: Hahn & Hessen to Represent Creditors' Committee
HARRINGTON & KING: Needs More Time to Conclude Investor Talks
HELICRAFT HOLDINGS: Taps ERA Lambros as Real Estate Agent
HIGH COUNTRY FUSION: Committee Taps Foley Freeman as Legal Counsel
HIGHGATE LTC: Ch. 11 Trustee Hires SilvermanAcampora as Attorney
HIS GRACE OUTREACH: Hires Hirshowitz as Real Estate Attorney
HOVNANIAN ENTERPRISES: Unit Launches Notes Tender Offers
I LOAD: Taps Herzog & Schwartz as Legal Counsel
IDDINGS TRUCKING: Selling Surplus Equipment for $169K
IMPLANT SCIENCES: Court OKs $55M Deal with DMRJ Group, et al.
IRASEL SAND: Texas Court Dismisses Chapter 11 Case
J CREW GROUP: Releases Early Results of Exchange Offer
JACKSON RENTAL: Hires Barfield Salley as Accountant
JACKSON RENTAL: Hires Levingston & Levingston as Attorney
JEFFERSON COUNTY: Moody's Hikes Rating on Lease Warrants From B1
KAPPA DEVELOPMENT: Hires Byrd & Wiser as Counsel
KENDALL KEITH RICHARDS: Transfers of Money Qualify as Disbursement
KENNETH ROSE: Order Granting Sale of Tennessee Properties Withdrawn
KITTERY POINT: Taps Marcus Clegg as Legal Counsel
LE-NATURE'S INC: 3rd Circ. Upholds Lower Court Order on Podlucky
LITHO-TECH: Court OKs Disclosures, Confirms Plan of Liquidation
LONGVIEW INTERMEDIATE: Moody's Lowers $323MM Sec. Loans to Caa2
LOUISIANA CRANE: Disclosures OK'd; Plan Hearing on July 21
LSB INDUSTRIES: All Four Proposals Approved at Annual Meeting
LSF9 CYPRESS: Moody's Hikes CFR to B2; Outlook Stable
M & N AUTOMOTIVE: Taps Maria Melave as Legal Counsel
MAMAMANCINI'S HOLDINGS: Posts $128K Net Income for 1st Quarter
MASSIMO'S CAFE: Hires Obermayer Rebmann as Attorney
MCAADS.COM LLC: Hires Suzy Tate as Bankruptcy Counsel
MCCLATCHY CO: Cobas Asset Owns 10.07% of Class A Common Shares
MEDIWARE: Moody's Affirms B3 CFR After Loan Upsize, Acquisition
MOOD MEDIA: AMTC Provides Emergency Relief Program for Customers
MOTORS LIQUIDATION: Assets Intent Pointed Out in $1.5B Loan Suit
N&B MANAGEMENT: Hires Thomas E. Reilly as Special Counsel
NAVISTAR INT'L: William Kozek No Longer an Executive Officer
NEIMAN MARCUS: Incurs $24.9 Million Net Loss in Third Quarter
NEOVASC INC: 6 Directors Re-Elected by Stockholders
NEW JERSEY FITNESS: Hires Brian W. Hofmeister as Attorney
NEW YORK CRANE: Creditors' Panel Proposes Liquidation of Assets
NFP CORP: Moody's Rates $500MM Senior Unsecured Notes Caa2
NUVERRA ENVIRONMENTAL: Files Amended Prepackaged Plan
OCEAN POWER: SEC Revokes Registration
ORIGINAL SOUPMAN: Proposes Aug. 28 Auction for All Assets
ORIGINAL SOUPMAN: Taps Polsinelli as Legal Counsel
PITTSBURGH ATHLETIC: Creditors' Panel Hires Tishman as Counsel
PMO CARE: Hires Hall Render as Medicaid Attorney
PMO CARE: Hires Peterson Sullivan as Accountant
PMO CARE: Hires Tuella O. Sykes as Bankruptcy Attorney
PORTER FIELD: Case Summary & 20 Largest Unsecured Creditors
PRECISE CORPORATE: Plan Outline Hearing Set for August 16
PREFERRED CONCRETE: Can Access IRS Cash Collateral Until July 21
PRIME GLOBAL: Incurs $285K Net Loss in Second Quarter
PRIME METALS: Bids Due June 30, Sale Hearing July 13
PRIME METALS: Exclusive Plan Filing Period Extended to Oct. 27
PUERTO RICO: Board Lauds 9% Budget Cuts, But Wants $119M Removed
QUANTEX LABORATORIES: Taps Paul Gauer as Legal Counsel
QUAYCO LLC: Hires Calaiaro Valencik as Counsel
RADIO PERRY: Hires Wilkinson Barker as Special Counsel
RANGER TRANSPORT: Administrator Proposes Committee Non-Appointment
REBECCA & JESSICA: Hires Wisdom Professional as Accountant
REGENCY HOTEL: Siegel Group Buys Business Out of Bankruptcy
ROCK STAR: Hires Landrau Rivera as Attorney
ROLAW OF SHELTER: Hires Macco & Stern as Attorney
RUE INVESTMENTS: Hires Marc Voisenat as Attorney
RWK ELECTRIC: July 26 Disclosure Statement Hearing
SEARS CANADA: Common Shares Will be Delisted From NASDAQ
SER-JOBS FOR PROGRESS: 1% Recovery for Unsecureds Under Plan
SHORT ENTERPRISES: Plan Filing Deadline Moved to July 10
SHORT ENTERPRISES: Wants Plan Filing Deadline Extended to July 10
SIGEL'S BEVERAGES: Sigel's Acquisition Buying All Assets for $13M
SIRIUS XM: Notes Upsize Plan No Impact on Moody's Ba3 CFR
SPECTRASCIENCE INC: Reports $1 Million Net Loss for Q1 2017
STEPPING STONES: Taps Gambrell & Associates as Legal Counsel
STINAR HG: U.S. Trustee Unable to Appoint Committee
SUNIVA INC: Wants Exclusive Plan Filing Deadline Moved to Dec. 13
SUNSHINE HOME: Hires Heartland Integrity as Accountant
TAKATA CORP: Skadden Advises Key Safety Systems in Asset Purchase
TARA RETAIL: Unsecureds to Get Full Recovery in Monthly Payments
TAYLOR MORRISON: Moody's Hikes CFR to Ba3; Outlook Stable
TEXAS FLUORESCENCE: Hires Beverly K. Straub as Accountant
TIDEWATER INC: Brown Rudnick, Saul Ewing to Represent Equity Panel
TIDEWATER INC: Plan Confirmation Hearing Adjourned to July 13
TIDEWATER INC: Whiteford Taylor to Represent Creditors' Panel
TOGA CORP: Hires Alla Kachan as Counsel
TOGA CORP: Hires Wisdom Professional as Accountant
UNIVERSITY GENERAL: Wants to Get $450K Interim Financing, Use Cash
UPLIFT RX: Ch. 11 Trustee Hires BakerHostetler as Attorney
VANGUARD NATURAL: $275M Rights Offering Deadline Moved to July 10
VANGUARD NATURAL: Encana Seeks at Least $70M from Glasscock Sale
VANGUARD NATURAL: Ex-LRR Directors Seek Payment for Defense Cost
W3 TOPCO: Moody's Hikes Corporate Family Rating to B3
WESTINGHOUSE ELECTRIC: V.C. Summer Standstill Extended to Aug. 10
WJA ASSET: CA Real Estate Taps Smiley Wang-Ekvall as Counsel
WJA ASSET: Committee Taps SulmeyerKupetz as Legal Counsel
YIELD10 BIOSCIENCE: Regains Compliance with NASDAQ Bid Price Rule
YU HUA LONG: Hires Re/Max Omega as Real Estate Broker
[*] GlassRatner's Marshall Glade Receives CFA 40 Under 40 Awards
[*] Number of Municipal Defaults May Rise in 2017, Moody's Says
[*] Ryan Roy Joins Ankura Consulting as Managing Director
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
5 STAR RECYCLING: Names Russell King as Counsel
-----------------------------------------------
5 Star Recycling LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Russell W. King
and King Law Offices PC as counsel.
The Debtor requires King Law to:
(a) give the Debtor legal advice with respect to all matters
related to the Chapter 11 reorganization, prepare and
revise if necessary the Debtor's Schedules and Statement of
Financial Affairs;
(b) prepare a plan of reorganization and disclosure statement
and represent it at any hearings related to the approval of
the disclosure statement and confirmation of the plan of
reorganization;
(c) review any proofs of claim filed and litigate any disputed
claims; and
(d) represent the Debtor in any adversary proceeding to which
it is a party and to otherwise provide legal counsel to the
Debtor in regard to any other matters or issues related to
her Chapter 11 proceeding.
King Law will be paid at these hourly rates:
Russell King (Attorney) $350
Tracy King (Partner) $300
Paralegals $75
King Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Russell W. King assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
King Law can be reached at:
Russell W. King
King Law Offices PC
19211 S. U.S. Hwy. 377
Dublin, TX 76446
Tel: (254) 968-8777
Fax: (254) 445-2751
E-mail: rking2010@gmail.com
About 5 Star Recycling LLC
5 Star Recycling, LLC owns a commercial real estate on 6.925 acres
of land with commercial buildings on the property located at 6970
US Highway 377 Stephenville, Texas, valued at $700,000. It also
owns a fee simple interest in a commercial real estate located at
9901 I-35W Grandview, Texas, with a valuation of $400,000.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-41785) on April 28, 2017.
Nicolle Boyd, manager, signed the petition.
At the time of the filing, the Debtor disclosed $1.10 million in
assets and $949,945 in liabilities.
Judge Mark X. Mullin presides over the case. The Debtor is
represented by Russell W. King, Esq., at King Law Offices, P.C.
8281 MERRILL ROAD: Hires Messana PA as Counsel
----------------------------------------------
8281 Merrill Road C LLC filed an emergency application to the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Brett D. Lieberman, Esq., and Messana PA as counsel, nunc pro tunc
to June 2, 2017.
The Debtor requires Messana to:
(a) advise the Debtor with respect to its powers and duties as
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 in connection with any contemplated sales
of assets or business combinations, including the
negotiation of sales promotion, liquidation, stock
purchase, merger or joint venture agreements, formulate and
implement bidding procedures, evaluate competing offers,
draft appropriate corporate documents with respect to the
proposed sales, and counsel the Debtor in connection with
the closing of such sales;
(d) advise the Debtor in connection with post-petition
financing and cash collateral arrangements, provide advice
and counsel with respect to prepetition financing
arrangements, and provide advice to the Debtor in
connection with the emergence financing and capital
structure, and negotiate and draft documents relating
thereto;
(e) advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases
and executory contracts;
(f) provide advice to the Debtor with respect to legal issues
arising in or relating to the Debtor's ordinary course of
business including attendance at senior management
meetings, meetings with the Debtor's financial and
turnaround advisors and meetings of the board of
directors, and advice on employee, workers' compensation,
employee benefits, labor, tax, insurance, securities,
corporate, business operation, contracts, joint ventures,
real property, press/public affairs and regulatory matters;
(g) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
its behalf, the defense of any actions commenced against
the estate, negotiations concerning all litigation in which
the Debtor may be involved and objections to claims filed
against the estate;
(h) prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the
administration of the estate;
(i) negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement and all related
agreements and/or documents, and take any necessary action
on behalf of the Debtor to obtain confirmation of such
plan;
(j) attend meetings with third parties and participate in
negotiations with respect to the above matters;
(k) appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtor's
estate before such courts and the U.S. Trustee; and
(l) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection
with this Chapter 11 case.
Messana will be paid at these hourly rates:
Brett D. Lieberman $375
Legal Assistant and Paralegals $195
The law firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Messana received $12,500 from AWT Family Lmt. Partnership for
services to be rendered both pre-filing and post-filing of the
within bankruptcy.
Thomas M. Messana Esq., managing shareholder of Messana, 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.
Messana PA can be reached at:
Brett D. Lieberman, Esq.
MESSANA P.A.
401 East Las Olas Boulevard, Suite 1400
Ft. Lauderdale, FL 33301
Tel: (954) 712-7400
Fax: (954) 712-7401
E-mail: blieberman@messana-law.com
About 8281 Merrill Road C LLC
8281 Merrill Road C, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-17028) on June 2, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Brett D. Lieberman, Esq., at Messana PA.
A.M. CASTLE: Annual Report for 401(k) Plan Filed
------------------------------------------------
A.M. Castle & Co. filed with the Securities and Exchange Commission
the annual report for the A.M. Castle & Co. 401(k) Savings and
Retirement Plan for the fiscal year ended December 31, 2016.
Baker Tilly Virchow Krause, LLP, in Chicago, Illinois, audited the
statements of net assets available for benefits of the 401(k) Plan
as of December 31, 2016 and 2015, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 2016.
The Annual Report says net assets available for benefits is
$70,812,377 as of December 31, 2016.
A copy of the Annual Report is available at https://is.gd/doAcU1
About A.M. Castle & Co.
Founded in 1890, and based in Oak Brook, Illinois, A. M. Castle &
Co. (OTCQB:CASL) is a global distributor of specialty metal and
supply chain services, principally serving the producer durable
equipment, commercial aircraft, heavy equipment, industrial goods,
construction equipment, and retail sectors of the global economy.
It specializes in the distribution of alloy and stainless steels;
nickel alloys; aluminum and carbon. Together, A.M. Castle and its
affiliated companies operate out of 21 metals service centers
located throughout North America, Europe and Asia.
The Company disclosed $339.2 million in assets and $388.4 million
in liabilities as of March 31, 2017.
A.M. Castle & Co., Keystone Tube Company, LLC, and three related
entities sought Chapter 11 protection in Delaware on June 18, 2017,
to seek confirmation of a Prepackaged Joint Chapter 11 Plan of
Reorganization. The cases are jointly administered under the lead
case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330)
and are pending before the Honorable Laurie Selber Silverstein.
The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel,
Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as
tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick &
West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the
claims and solicitation agent.
Creditors that are parties to the Restructuring Support Agreement
("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as
co-counsel; and Ducera Partners LLC, as financial advisor.
Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as
counsel.
The Consenting Creditors include SGF, Inc, Corre Opportunities
Fund, LP, Highbridge International LLC, Pandora Select Partners,
LP, Whitebox Institutional Partners, LP, and Wolverine Flagship
Fund Trading Limited.
ADVANCED RETAIL: Taps Macey Wilensky as Legal Counsel
-----------------------------------------------------
Advanced Retail Solutions, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Macey, Wilensky & Hennings LLC to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code, examine claims of creditors, and assist in the
preparation and implementation of a plan of reorganization.
The hourly rates charged by the firm are:
Frank Wilensky Attorney $450
Todd Hennings Attorney $425
William Rountree Attorney $400
Todd Surden Attorney $240
James Jones Attorney $195
Chad Williams Law Clerk $150
Mark Bohling Law Clerk $150
Sharon Wenger Paralegal $120
Catherine Smith Paralegal $120
Macey Wilensky received $26,717 from the Debtor as security
retainer.
William Rountree, Esq., disclosed in a court filing that the firm
has had no business and professional connections with the Debtor
during the one-year period prior to its bankruptcy filing.
Macey Wilensky can be reached through:
William A. Rountree, Esq.
Macey, Wilensky & Hennings LLC, Suite 4420
303 Peachtree Street, NE
Atlanta, GA 30308
Tel: 404-584-1200
Fax: 404-681-4355
Email: swenger@maceywilensky.com
Email: csmith@maceywilensky.com
About Advanced Retail Solutions Inc.
Advanced Retail Solutions, Inc. is a privately-held company in Ball
Ground, Georgia, which is engaged in retail trade consulting.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-60948) on June 22, 2017. Michael
P. Reyes, president & CEO, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
ADVANCED SOLIDS: Wants July 15 Exclusive Plan Filing Deadline
-------------------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to extend the time period within
which the Debtor has the exclusive right to file its Chapter 11
plan of reorganization and disclosure statement until July 15,
2017, and the deadline to obtain confirmation of the plan until
Oct. 15, 2017.
The Debtor's exclusive plan filing deadline is currently June 30,
2017.
The Debtor says that it will not be able to file its plan and
disclosure statement by June 30, 2017, because additional time is
needed to coordinate the completion and filing of the plan and
disclosure statement. The Debtor tells the Court that it and its
counsel have been working diligently to prepare the necessary
information which is essential to a plan and disclosure statement.
The plan and disclosure statement are in the process of being
completed this week for review by the Debtor. The Debtor says it
has spent substantial time making the necessary decisions to
complete the plan. The Debtor and its counsel need an additional
15 days to complete and file the plan and disclosure statement.
The Debtor anticipates that it can fully and accurately complete
and file its plan and disclosure statement on or before July 15,
2017.
About Advanced Solids Control
Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.
Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing
member, signed the petition. The Debtor estimated assets of $0 to
$50,000 and $500,001 to $1,000,000 in debt.
The Debtor tapped William R. Davis, Jr., Esq., at Langley &
Banack, Inc., as counsel.
ALPHA MEDIA: Moody's Cuts CFR to B3 & Revises Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Alpha Media LLC's corporate
family rating (CFR) to B3 from B2. The first lien credit facility,
consisting of a $20 million revolver and first lien term loan, was
affirmed at B1. The outlook was changed to stable from negative.
The company's $65 million second lien note and $55 million holdco
PIK note are not rated by Moody's.
The downgrade of the CFR reflects weaker than expected operating
performance which has led leverage to increase to 6.4x as of Q1
2017 (including Moody's standard lease adjustment and the company's
holdco debt). Free cash flow levels are also lower than initially
anticipated which limits the company's ability to reduce debt going
forward. The current challenging environment for terrestrial radio
and the reduction in political ad revenue in a non- election year
weigh on the near term outlook for the industry. While the company
has adequate cushion with its financial covenants currently,
covenant levels step down quarterly over the life of the loan which
may elevate concerns about the ability to remain in compliance in
2018. The 1st lien credit facility was affirmed at current levels
given the change in the proportion of debt in the capital structure
as the 1st lien debt declines due to the 5% annual amortization
payment and the holdco PIK note increases due to the accretion of
the PIK which results in a greater percentage of subordinated debt
in the company's debt structure.
The following is a summary of Moody's actions:
Issuer: Alpha Media LLC
-- Corporate Family Rating, downgraded to B3 from B2
-- Probability of Default Rating, downgraded to B3-PD from B2-PD
-- $20 million 1st lien sr secured revolver; affirmed at B1, LGD3
-- $265 million 1st lien sr secured term loan, affirmed at B1,
LGD3
Outlook changed to Stable from Negative
RATINGS RATIONALE
Alpha Media's B3 CFR reflects the company's very high pro forma
leverage of 6.4x as of Q1 2017 (including Moody's standard
adjustments and holdco debt) and performance that was below
expectation since the transaction was launched to fund the
acquisition of Digity LLC. Ratings also incorporate the secular
pressures facing the industry, the cyclical nature of radio
advertising demand, and the company's ownership by financial
sponsors. High leverage increases the challenge of managing a
business that is vulnerable to advertising spending cycles with
heightened competition for advertising dollars from advertising
alternatives and additional competition for listeners from digital
music services. Alpha operates a diverse portfolio of stations
including good positions in the majority of its ranked markets with
a significant portion of revenue generated by stations in small to
medium sized markets. Efforts to delever the balance sheet will be
challenged by the need to offset the accretion of its $55 million
holdco PIK notes. The company pursued an aggressive acquisition
strategy in prior years; however, acquisition activity is expected
to be modest in the near term given recent underperformance and
very high leverage levels.
The stable outlook reflects expectations for flat to slightly
negative revenue in 2017 which is in line with Moody's projections
for the radio industry. Moody's anticipates debt levels will
decline due to the above average amortization levels as well as
additional debt repayment from free cash flow, although the
accretion of its $55 million holdco PIK notes will partly offset
the impact of the term loan repayment.
Liquidity is expected to be adequate with access to a $20 million
revolver facility due February 2021 which is undrawn as of Q1 2017
and $1 million of cash on the balance sheet. Free cash flow-to-debt
is expected to be in the low-single digit percent range (excluding
PIK interest expense on the holdco note) over the next 12 months.
The company is required to make a 1.25% quarterly amortization
payment on its $265 million term loan B. Capex is expected to be
under $5 million and tax payments are anticipated to be minimal.
There are no near term maturities until 2021 when the revolver
expires.
Alpha is subject to a net total leverage maintenance covenant for
the 1st lien credit facilities that is currently set at 5.65x
compared to an actual ratio of 5.02x as of Q1 2017, but the
covenant ratio steps down each quarter until it reaches 3.5x in
December 2020. Moody's expects the level of cushion with its
leverage covenant to diminish in 2018 absent additional
deleveraging transactions.
Debt ratings could be downgraded if debt to EBITDA (as calculated
by Moody's) exceeded 7x or if concerns increased about the ability
to service its debt. A weakened liquidity position or potential
covenant violation of its credit agreement would also lead to a
downgrade.
An upgrade could occur if the company was expected to operate under
5.5x (as calculated by Moody's) with stable to positive organic
revenue as well as with a free cash flow to debt ratio in the
mid-single digits. Liquidity would also need to be good with a
sufficient cushion of compliance with its financial covenants
factoring in the step down in covenant levels in the credit
agreement.
Following the acquisition of assets from Digity, LLC in February
2016, Alpha Media LLC (Alpha) owns and operates almost 250 radio
stations in 50 markets, including related websites and two live
performance lounges. Headquartered in Portland, OR, the company
represents an acquisition roll up of stations from operators
including Triad Broadcasting, Border Media, Main Line Broadcasting,
Morris Radio, and Digity. The company is privately held and the
largest shareholders include Stephens Capital Partners, Endeavour
Capital, and management.
The principal methodology used in these ratings was Media Industry
published in June 2017.
ATHANAS FENCE: Hires Steel's Nancy Brunn as Accountant
------------------------------------------------------
Athanas Fence Co., Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Steel
Accounting Group as accountant to the Debtor.
Athanas Fence requires the firm's Nancy E. Brunn to:
a. assist in preparing year to date financial statements,
financial projections, bank reconciliations, tax returns,
reporting obligations related to the Chapter 11 process;
and
b. provide other accountancy services as may be required by
the Trustee from time to time.
Nancy E. Brunn 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.
Nancy E. Brunn, member of Steel Accounting Group, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Nancy E. Brunn can be reached at:
Nancy E. Brunn
STEEL ACCOUNTING GROUP
700 N. Lake Street, Suite 205
Mundelein, IL 60060
Tel: (847) 566-6300
Fax: (847) 566-6310
About Athanas Fence Co., Inc.
Athanas Fence Co., Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-03883) on Feb. 10,
2017. The petition was signed by James J. Athanas, president. The
case is assigned to Judge Timothy A. Barnes. At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. The Debtor is represented by
Joseph E. Cohen, Esq., at Cohen & Krol.
BELDEN INC: Moody's Rates Proposed EUR400MM Sr. Notes Offering Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Belden Inc.'s
proposed EUR400 million senior subordinated note offering. All
other ratings, including its Ba2 Corporate Family Rating, remain
unchanged. The new notes will be used to refinance existing debt
and for general corporate purposes.
RATINGS RATIONALE
The Ba2 Corporate Family Rating reflects Belden's leading positions
within segments of the enterprise, broadcast, industrial cabling,
connectivity and networking product markets, which produce solid
operating margins and good free cash flow. The ratings are tempered
by Belden's high leverage and acquisition appetite. Debt to EBITDA
was approximately 3.9x based on LTM April 2, 2017 results. Though
Belden's pursuit of growth through business acquisitions has
contributed to increased financial leverage, it has also resulted
in more diversified sources of revenue, an expansion in the number
of higher margin businesses lines, and a substantially increased
scale.. Belden is cyclical however and economic downturns can lead
to sharp volatility in revenues, EBITDA and leverage. Moody's
expects that management will trim costs and curtail acquisition and
share repurchase activity in the face of an economic downturn.
The Ba3 subordinated debt rating is one notch below the corporate
family rating. The rating is driven by its relative position in the
capital structure, and amounts of other debt and liabilities, such
as payables, lease obligations, unfunded pension obligations and
potential for draws under the revolver or additional secured term
debt to fund acquisitions.
The stable ratings outlook reflects the steadying performance of
some of the company's key end-markets and the expectation of
improved profitability and cash flow over the next 12 to 18 months.
The stable outlook accommodates a moderate level of acquisition
activity, including debt financed acquisitions. The ratings could
be upgraded if EBITDA is sustained below 4x while maintaining very
strong cash balances. The ratings could be downgraded if
performance deteriorates from negative economic conditions or
market share losses, or if leverage exceeds 4.75x (excluding
certain one-time costs) on other than a temporary basis. The
ratings could also be downgraded if the company pursues large
debt-financed acquisitions that present integration challenges.
Assignments:
Issuer: Belden Inc.
-- Senior Subordinated, Assigned Ba3 (LGD 4)
The principal methodology used in this rating was Global
Manufacturing Companies published in June 2017.
Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces. Belden
generated revenues of $2.4 billion in the last twelve months ended
April 2, 2017. The company is headquartered in St. Louis, Missouri.
BENJAMIN BEATTY: Sale of Ashville Property for $370K Approved
-------------------------------------------------------------
Judge James J. Robinson of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Benjamin Alan Beatty's sale
of real property located at 2630 Slasham Road, Ashville, Alabama,
to Dennis D. and Barbara A. Berry for $370,000.
A hearing on the Motion and Objections was held on June 22, 2017.
The closing attorney is directed to pay from the sales price of
$370,000 all necessary and reasonable closing costs attributed to
the Debtor/Seller, including but not limited to the broker's
commissions, and to satisfy these liens known to the Debtor and his
counsel:
a. A mortgage held by Regions Mortgage, scheduled in the amount
of $164,207, recorded on April 19, 2010 in Mortgage Book 2010 at
Page 11057 in the Office of the Probate Judge of St. Clair County,
Alabama;
b. A Notice of Federal Tax Lien in the amount of $461 recorded
in the Office of the Probate Judge of St. Clair County, Alabama on
March 17, 2015 in UCC Book 2015 Page 117; and
c. A Certificate of Lien for Unemployment Compensation
Contributions and Employment Security Assessment in the amount of
$136 recorded in the Office of the Probate Judge of St. Clair
County, Alabama on Jan. 23, 2017 in Judgment Book 2017 Page 129.
The net proceeds of the sale, after payment of the above referenced
costs and satisfaction of liens, will be paid by the closing
attorney to the Debtor's counsel, Tameria S. Driskill, and
deposited into her trust account pending further order of the
Court. Upon receipt of the net proceeds of the sale and the
Closing Disclosure, the Debtor's counsel will file a Report of Sale
and a motion to determine distribution of the funds held in her
trust account.
Benjamin Alan Beatty sought Chapter 11 protection (Bankr. N.D.
Ala.
Case No. 17-41008) on May 31, 2017. The Debtor tapped Tameria S.
Driskill, Esq., as counsel.
BERNARD L. MADOFF: Trustee Seeks Court Nod for Two Settlements
--------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), filed two motions on June 27, 2017, in the U.S. Bankruptcy
Court for the Southern District of New York. The first motion
seeks approval of a settlement agreement with Lagoon Investment
Limited ("Lagoon") and Hermes International Fund Limited ("Hermes";
together, the "Lagoon Defendants"). The second motion seeks
approval of a settlement agreement with Thema Fund Limited ("Thema
Fund") and Thema Wise Investments Ltd. ("Thema Wise"; together, the
"Thema Defendants"). An approval hearing for both agreements has
been set for July 26, 2017 at 10 a.m.
Lagoon is a BVI corporation that was the BLMIS account holder
through which Hermes invested with BLMIS. The Thema funds are
based in Bermuda. Under the terms of the agreements with the
Lagoon and Thema Defendants, Lagoon will pay approximately $240
million to the BLMIS Customer Fund and Thema Wise will pay
approximately $130 million. Both payments represent a recovery of
100 percent of the transfers from BLMIS to the Lagoon and Thema
Defendants during the six years prior to the collapse of BLMIS.
The SIPA Trustee will allow the net equity claims of the Lagoon and
Thema Defendants upon receipt of the payments.
"Settlements like these are highly beneficial to Madoff's victims,"
said BakerHostetler partner Oren J. Warshavsky. "Not only do we
resolve all claims, but we also avoid litigation, which can delay
additional restitutions to Madoff's victims. Together, the
settlements represent slightly more than a 1 percent increase in
recovery for future distributions to customers with allowed
claims."
Stephen P. Harbeck, President and Chief Executive Officer of SIPC,
stated, "Recovering funds from offshore defendants is always
challenging. The settlements announced [Tues]day represent
significant accomplishments by the SIPA Trustee and his legal team.
We look forward to additional distributions to the victims of the
fraud in the near future."
The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/;Bankr.
S.D.N.Y., No. 08-01789 (SMB) / Adv. Pro. No. 09-01364 (SMB). The
motion -- as well as further information on recoveries to date,
other legal proceedings, further settlements, and general
information -- can also be found on the SIPA Trustee's website:
www.madofftrustee.com.
Messrs. Harbeck and Picard, and David J. Sheehan, Chief Counsel to
the SIPA Trustee, would like to thank the Securities Investor
Protection Corporation's Josephine Wang and Kevin Bell, as well as
BakerHostetler attorneys Oren J. Warshavsky, Geoffrey A. North,
Gonzalo S. Zeballos, Robertson D. Beckerlegge, Carrie A. Longstaff,
Eric B. Hiatt, Peter B. Shapiro, Michelle R. Usitalo, Tatiana
Markel, Dominic A. Gentile and Anat Maytal, who assisted with the
work on these settlements.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.
As of March 31, 2017, the SIPA Trustee has recovered, from
pre-litigation and other settlements, nearly $11.6 billion -- more
than 66% of the currently estimated principal amount lost in the
Ponzi scheme by those who filed claims. Following the eight
distribution of $252 million on Feb. 2, 2017, the Trustee has made
total distributions of $9.725 billion, with 1,336 BLMIS accounts
fully satisfied. The 1,336 fully satisfied accounts represent
nearly 60% of accounts with allowed claims.
BERTELLI REALTY: Disclosures OK'd; Plan Hearing on July 18
----------------------------------------------------------
The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts has approved Bertelli Realty Group,
Inc.'s third amended disclosure statement referring to the Debtor's
third amended plan of reorganization.
A hearing to consider the confirmation of the Plan will be held on
July 18, 2017, at 10:00 a.m. Objections to the plan confirmation
must be filed by July 14, 2017, at 4:30 p.m.
Ballots accepting or rejecting the Plan must be submitted to the
Debtor's counsel by July 14, 2017, at 4:30 p.m.
About Bertelli Realty Group
Bertelli Realty Group, Inc., is a corporation whose principal asset
is at 935 - 979 Main Street, Springfield, Massachusetts. The Main
Street Building is a building in downtown Springfield, and one
block from the MGM project being built in Springfield.
Bertelli Realty Group filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 16-31081) on Dec. 21, 2016. The petition was signed by
Brent J. Bertelli, president. The Debtor disclosed total assets at
$1.80 million and total liabilities at $585,088. The Debtor is
represented by Louis S. Robin, Esq., at the Law Offices of Louis S.
Robin.
BIONITROGEN: Unable to Reorganize Under Chapter 11 Process
----------------------------------------------------------
BioNitrogen on June 27, 2017, confirmed that it was unable to
reorganize under the protection of the Chapter 11 process given the
unproven nature of the technologies and the difficult environment
in the global Urea market over the last 2 years. There were no
bidders for the business and the company was unable to raise fresh
capital despite several promising leads -- in large part due to the
very depressed nature of global energy and Urea pricing.
With agreement of all major unsecured creditors, the intellectual
property of the company was transferred to the one secured
creditor, Annon Consulting, Inc., in lieu of its secured claim.
This formed part of a broad agreement presented to the Bankruptcy
Court in Florida on April 25, 2017, and approved earlier this month
-- June 7.
After several further weeks of review, it has been concluded that
there are no business opportunities for BioNitrogen given its lack
of both assets (Intellectual Property) and cash. BioNitrogen has
ceased all other operations, effective immediately. The company
has requested that FINRA de-list the stock from the OTC exchange
and this request is pending approvals. Chairman and CEO, Graham
Copley will step down from his role as soon as the delisting
process is complete.
Headquartered in Doral, Florida, BioNitrogen (OTC PINK: BIONQ) is a
clean technology company that utilizes technology to convert
agricultural biomass into urea fertilizer.
BURLINGTON COAT: Moody's Hikes Corporate Family Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service upgraded Burlington Coat Factory
Warehouse Corp Corporate Family Rating to Ba2 from Ba3, its
Probability of Default Rating to Ba2-PD from Ba3-PD, and the
company's senior secured term loan to Ba2 from Ba3. In addition,
Moody's also upgraded the company's Speculative Grade Liquidity
rating to SGL-1 from SGL-2. The outlook is stable.
"The upgrade reflects Burlington's improved credit metrics driven
by solid operating income growth as the company continues to
benefit from successful execution on its off-price model." stated
Vice President Christina Boni. "Moody's expect Burlington will
continue to increase sales and profitability as the company
continues to expand its store base with smaller formats, as well as
improve its merchandising and supply chain." Moody's also expects
the off-price segment will continue to outperform the overall
retail sector.
Upgrades:
Issuer: Burlington Coat Factory Warehouse Corp
-- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
-- Corporate Family Rating, Upgraded to Ba2 from Ba3
-- Senior Secured Bank Credit Facility, Upgraded to Ba2(LGD3)
from Ba3(LGD3)
-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
SGL-2
Outlook Actions:
Issuer: Burlington Coat Factory Warehouse Corp
-- Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Burlington Coat Factory Warehouse Corp's Ba2 Corporate Family
Rating reflects its moderate financial leverage with debt/EBITDA
(including Moody's standard adjustments for operating leases) at
3.6x and EBITA/interest expense at 3.5x as of LTM April 29, 2017.
Moody's expects credit ratios to continue to modestly improve
through operating income improvement. The company's participation
in the off-price retail segment which continues to grow faster than
other apparel related sub sectors also supports the rating. Moody's
believes recent actions, such as improved merchandising initiatives
and its real estate expansion through smaller stores are driving
sustainable improvement in operating margins as evidenced in recent
performance. Nonetheless, Moody's also recognizes the company's
relatively weaker competitive position, as it is still
significantly smaller than its largest peers -- TJX and Ross Stores
- and with lower operating margins. The rating also reflects the
company's very good liquidity.
The stable outlook reflects Moody's expectations that Burlington's
credit metrics will continue to modestly improve driven by
operating income growth. The stable outlook also reflects Moody's
expectations that the company will maintain a balanced financial
policy as it relates to debt financed returns to shareholders, and
that future investments in store growth with produce favorable
economic returns.
Ratings could be upgraded if operating performance improves such
that debt/EBITDA is sustained below 3.5x and EBITA/interest expense
is sustained above 3.5x. A ratings upgrade will also require
maintaining very good liquidity. Ratings could be downgraded in the
event Burlington's financial policies were to become more
aggressive or its store expansion plans were to encounter
unexpected challenges. Quantitatively, ratings could be downgraded
if debt/EBITDA was above 3.75x and EBITA/interest expense was
sustained below 3.0x.
Headquartered in Burlington, NJ, Burlington Stores operates a
national chain of off price retail stores, operating 596 stores as
of April 29, 2017 primarily under the Burlington Stores name. The
company also operates an online store at
www.burlingtoncoatfactory.com. Annual revenues exceed $5.5 billion
as of April 29, 2017.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
CAESARS ENTERTAINMENT: Seeks Up to $2.2-Bil. for Las Vegas Casino
-----------------------------------------------------------------
Joyce Hanson, writing for Bankruptcy Law360, reports that Caesars
Entertainment Operating Co. said it is planning a new money deal of
up to $2.2 billion to refinance the fee and leasehold interests in
the 3,974-room Caesars Palace Las Vegas resort and casino located
on the Las Vegas Strip.
CEOC have engaged lead arrangers J.P. Morgan Securities LLC and
Barclays Capital Inc. to solicit investor interest in the
financing, Law360 relates.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel; Alvarez
& Marsal Global Forensic and Dispute Services, LLC, as financial
advisor; and Luskin, Stern & Eisler LLP, as special conflicts
counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CARLTON VOLLBERG: Order Authorizing Sale of Equipment Withdrawn
---------------------------------------------------------------
Judge Shelley D. Rucker of the U.S. Bankruptcy Court for the
Eastern District of Tennessee withdrew her order authorizing
Carlton Mark Vollberg's sale of one Exilis RF Contouring System,
including accessories.
Carlton Mark Vollberg sought Chapter 11 protection (Bankr. E.D.
Tenn. Case No. 16-12276) on June 3, 2016. The Debtor tapped David
J. Fulton, Esq., at Scarborough & Fulton as counsel.
CARTER & MOSER: Names Michael Familetti as Counsel
--------------------------------------------------
Carter & Moser Trucking, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Michael Familetti as counsel.
The Debtor requires Mr. Familetti to:
(a) provide legal advice as to duties and powers of the Debtor;
(b) advocate the best interest of the Debtor;
(c) file motions, adversaries, forms, defending creditor action
of all kind;
(d) obtain confirmation of Plan, after gaining approval of
disclosure statement; and
(e) negotiate position with creditors and parties in interest.
The Debtor will pay Michael Familetti the sum of $235 per hour.
The Debtor agreed to an overall fee of $13,000, and due to
available funds, remitted a retainer of 4,000 on June 12, 2017,
which was deposited into trust. The Debtor also paid counsel the
sum of $1,000 for pre-petition legal work completed.
Mr. Familetti will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Familetti, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
Mr. Familetti can be reached at:
Michael Familetti, Esq.
FAMILETTI LAW FIRM
142 S. Park Square
Marietta, GA 30060
Tel: (770) 794-8005
E-mail: familettilaw@gmail.com
About Carter & Moser Trucking Inc.
Headquartered in College Park, Georgia, Carter & Moser Trucking,
Inc. is an active carrier operating under United States Department
of Transportation. The Company is licensed to carry hazmat rated
materials from the general freight, air freight, cargo categories.
Carter & Moser filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ga. Case No. 17-60394) on June 12, 2017. The Debtor's
estimated assets is between $500,000 to $1 million and estimated
liabilities at between $1 million and $10 million. The petition
was signed by Charles S. Carter, president.
Michael C. Familetti, Esq., at Familetti Law Firm, serves as the
Debtor's bankruptcy counsel.
CERATECH INC: Committee Taps Pierce McCoy as Legal Counsel
----------------------------------------------------------
The official committee of unsecured creditors of CeraTech, Inc.
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Virginia to hire legal counsel.
The committee proposes to hire Pierce McCoy, PLLC to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, assist in its consultations with the Debtor, analyze claims
of creditors, and assist in negotiations on matters related to
asset disposition, financing and plan of reorganization.
The standard hourly rates charged by the firm for the services of
its attorneys range from $175 to $290. Law clerks charge $75 per
hour.
Jonathan Grasso, Esq., the attorney designated to represent the
committee, will charge an hourly fee of $290.
Mr. Grasso 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:
Jonathan A. Grasso, Esq.
Pierce McCoy, PLLC
101 West Main Street, Suite 101
Norfolk, VA 23510
Tel: (443) 525-4821
Fax: (757) 257-0387
Email: jon@piercemccoy.com
About CeraTech Inc.
Sustainable Cements USA, APH (CeraTech Asia Pacific Holding, LTD),
and Peter Stork filed an involuntary petition to place CeraTech,
Inc. under Chapter 7 bankruptcy. They purport to be creditors of
CeraTech. They filed the petition (Bankr. E.D. Va. Case No.
16-13519) on Oct. 18, 2016. The petitioning creditors are
represented by Alexander McDonald Laughlin, Esq. --
Alex.Laughlin@ofplaw.com -- at Odin Feldman & Pittleman, P.C.
Stephen E. Leach, Esq., at Hirschler Fleischer serves as the
Debtor's counsel.
On Nov. 17, 2016, the Hon. Brian F. Kenney entered an order
granting motion to convert case to Chapter 11.
On May 23, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
CHAMPION EXCAVATION: Intends to Use Up To $165K Cash Collateral
---------------------------------------------------------------
Champion Excavation, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Oregon to use cash collateral
in the sum of $165,000.
A final hearing to consider the Debtor's use of cash collateral
will be held on July 10, 2017 at 10:00 a.m.
The Debtor claims that it has no source of income for operation of
the business other than the proceeds from its construction jobs.
Accordingly, the Debtor requires the use of cash collateral in the
operation of the business to pay utilities, pay other expenses of
the operation of the business, executory contract of All Star
Staffing, and to make any adequate protection payments ordered by
the court.
On the date of filing, the Debtor had $2,500 in deposit accounts.
Accordingly, the Debtor proposes to use all of said cash. Also on
the date of filing, the Debtor had current billings/accounts
receivable in the approximate sum of $45,000 and the Debtor will
bill approximately $125,000 on June 15, 2017, all of which will be
available for use within the first 4 weeks following the Petition
Date.
The non-current accounts receivable on the Petition Date total
approximately $1,238,081. The Debtor, however, does not know how
much of the accounts receivable is collectible. Therefore, the
Debtor does not seek use of the accounts receivable to fund its
operations.
The Debtor has continued in possession of its property and
operation of its business located at 7664 Baker Lane, Aumsville, OR
97325, as a debtor in possession. The proposed Budget reflects a
4-week cash requirement of approximately $154,491. It also
reflects total expenses of $1,056,170 for a six-month period, from
July through December 2017.
The Debtor believes that these entities may assert claim on cash
collateral:
(1) CAN Capital Asset Servicing, Inc. has been granted a
security interest by the Debtor in virtually all of the assets of
the company as security for its loan. The balance of the loan on
the day of filing was approximately $74,557.
(2) American Leasing & Financial has been granted a security
interest by the Debtor in a Caterpillar Motor Grader Model 12G, a
Caterpillar Water Wagon, and virtually all of the assets of the
company as security for its loan. The balance of the loan on the
day of filing was approximately $91,920. The Debtor believes the
value of the equipment totals $50,000.
(3) Commercial Credit Group has been granted a security interest
by the Debtor in a 2006 Caterpillar D6NXL Dozer with Cab, a Kalyn
Lowboy Trailer, and virtually all of the assets of the company as
security for its loan. The balance of the loan on the day of filing
was approximately $91,920.00. The debtor believes the value of the
equipment totals $83,000.
(4) The Internal Revenue Services has filed a tax lien against
the Debtor in the aggregate amount of $4,409.
The Debtor contends that among the property securing the claim of
CAN Capital, American Financial, and Commercial Credit are
accounts, inventory, equipment, chattel paper, eneral intangibles,
including the proceeds and products of such collateral, which
constitute cash collateral.
As such, the Debtor proposes to provide following as adequate
protection to CAN Capital, American Financial, and Commercial
Credit:
(a) CAN Capital, American Financial, and Commercial Credit each
will be granted liens on and security interests in all
post-petition cash, accounts receivable, and inventory as security
for any claims they may have arising from the diminution in the
value of the interest in prepetition collateral resulting from the
use by the Debtor thereof from and after the petition date in the
same positions their liens attached to the Debtor's assets on the
date this case was filed.
(b) All funds received will be deposited in the Debtor's bank
account or accounts and all expenses of the DIP will be paid from
such accounts, and the DIP will not prepay expenses except in the
ordinary course of business.
(c) The Debtor will not use cash collateral during the pendency
of this agreement for any purpose which is not authorized by the
Bankruptcy Code or by an order of the court.
(d) CAN Capital, American Financial, and Commercial Credit will
have access to and the right to inspect the Debtor's assets and
properties.
(e) The Debtor will timely file with the court the monthly
financial statements which the Debtor is obligated to file under
LBR 2015 and will produce all the supporting documents that the
Debtor is required to produce to the U.S. Trustee.
(f) The Debtor will permit CAN Capital, American Financial, and
Commercial Credit to inspect, review and copy any financial records
of the DIP. These records will be made available at the Debtor's
place of business.
A full-text copy of the Debtor's Motion, dated June 22, 2017, is
available at http://tinyurl.com/y7vx4xvm
About Champion Excavation
Champion Excavation Inc. is a privately held company in Aumsville,
Oregon, and is an excavating contractor. It is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Champion Excavation filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 17-61839) on June 9, 2017. The petition was signed by
Dwayne Deesing, president. The case is assigned to Judge David W
Hercher. The Debtor is represented by Keith Y Boyd, Esq., at the
Law Offices of Keith Y Boyd. At the time of filing, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.
CHARTER COMMUNICATIONS: Moody's Rates Proposed Sec. Notes Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
senior secured notes of Charter Communications Operating, LLC
(CCO), a wholly-owned subsidiary of Charter Communications Inc.
(Charter). The total issuance, which also includes an add-on to its
existing secured notes due 2047, is expected to be $1.5 billion,
with proceeds being used for general corporate purposes, including
repurchasing shares. The new notes are expected to have a maturity
date of 2028. Charter's Ba2 corporate family rating (CFR) and
stable outlook remain unchanged.
Assignments:
Issuer: Charter Communications Operating, LLC
-- Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD 3)
RATINGS RATIONALE
Charter's Ba2 corporate family rating (CFR) is supported the
company's large scale and moderate leverage. Following the
acquisitions of Time Warner Cable (TWC) and BrightHouse Networks
(BHN) in May 2016, Charter became the second largest cable operator
in the US with after Comcast (A3, Stable) and third largest pay-TV
provider after DIRECTV (unrated) and Comcast. Pro forma for this
new debt issuance, leverage for the last twelve months ended
3/31/2017 was 4.3x (including Moody's adjustments), which in
addition to its solid free cash flow supports the company's Ba2
CFR. Charter has leading broadband infrastructure and a growing
commercial segment. Moody's anticipates Charter will grow EBITDA in
the mid-single digit range over the next 12 months and continue to
grow free cash flow. Charter's financial policy remains a key
driver of the rating as management has stated that it would like to
keep net debt-to-EBITDA in the 4.0-4.5x range (before Moody's
adjustments).
The stable outlook reflects Moody's expectations that Charter's
debt-to-EBITDA (incorporating Moody's standard adjustments) will be
sustained below 4.5x over the rating horizon and the company will
continue to generate positive free cash flow and maintain good
liquidity.
Moody's would consider an upgrade of the ratings with continued
improvements in both financial and operating metrics and a
commitment to a better credit profile. Specifically, Moody's could
upgrade the CFR based on expectations for sustained leverage below
4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%,
along with maintenance of good liquidity. A higher rating would
require commitment to the stronger credit metrics, as well as
product penetration levels more in line with industry peers, and
growth in revenue and EBITDA per homes passed. Moody's would likely
downgrade ratings if another sizeable debt funded acquisition,
ongoing basic subscriber losses, declining penetration rates,
and/or a reversion to more aggressive financial policies
contributed to expectations for sustained leverage above 4.5x
debt-to-EBITDA (including Moody's standard adjustments) or
sustained low single digit or worse free cash flow-to-debt.
One of the largest US domestic cable multiple system operators
serving over 25 million customers, 23 million broadband
subscribers, 17 million video subscribers and 11 million voice
subscribers, Charter Communications, Inc. maintains its
headquarters in Stamford, Connecticut. Pro forma revenue for the
last twelve months ended 03/31/2017 was approximately $40 billion.
The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.
CHELLINO CRANE: Taps FocalPoint as Investment Banker
----------------------------------------------------
Chellino Crane, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
FocalPoint Securities, LLC, as investment banker to the Committee.
Chellino Crane requires FocalPoint to:
(1) evaluate the Debtors' debt capacity in light of its
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtors;
(2) advise the Debtors in analyzing their strategic
alternatives and structuring and effecting the financial
aspects of any (i) Restructuring or (ii) Sale (each
defined under the Engagement Agreement, and each referred
to as a "Transaction");
(3) design an appropriate process to effect and initiate any
Transaction, including an analysis of the various
alternatives and, if appropriate, the lenders and
investors ("Counterparties") to be contacted for any
Transaction;
(4) prepare any appropriate financial analysis, or marketing
materials necessary to initiate and effect any
Transaction, including those to be provided to
Counterparties in conjunction with any Transaction;
(5) solicit interest from Counterparties in any Transaction;
(6) assist the Debtors and their other professionals in
reviewing and evaluating the terms of any proposed
Transaction and, if directed, negotiating the terms
of a Transaction;
(7) advise the Debtors regarding the risks and benefits of
considering a Transaction with respect to the Debtors'
intermediate and long-term business prospects and
strategic alternatives to maximize the Debtors'
business enterprise value;
(8) assist or participate in negotiations with parties in
interest, including any current or prospective creditors
of, holders of equity in, or claimants against the Debtors
or their respective representative in connection with a
Transaction;
(9) advise the Debtors with respect to, and attend, meetings
of the Debtors' Board of Directors and its committees,
creditor groups, official constituencies and other
interested parties, as necessary; and
(10) provide relevant testimony with respect to any
Transaction.
FocalPoint will be paid as follows:
1. Monthly Advisory Fee. Under the terms of the Engagement
Agreement, the Debtors have agreed to pay FocalPoint an
advisory fee of $25,000 per month (the "Monthly Advisory
Fee") during the term of its engagement.
2. Transaction Fees: Completion Fee vs. Sale Fee Under the
terms of the Engagement Agreement, the Debtors and
FocalPoint have agreed to a Transaction Fee structure based
on the form of Transaction pursued by the Debtors in these
Cases. In the event that of a Restructuring, FocalPoint
will earn a "Completion Fee." In the event that a
Transaction is Sale, FocalPoint will earn a "Sale Fee."
FocalPoint and the Debtors have expressly agreed that
FocalPoint can only earn one fee for a Transaction, and
will not earn both a Completion fee and a Sale Fee. The
fee structure for each type of fee is described below and
in the Engagement Agreement.
(a) Completion Fee. In the event of a Restructuring,
FocalPoint will earn a Completion Fee, calculated
as follows:
$500,000 plus the sum of:
(i) 5% of the Transaction Value (defined in the
Engagement Agreement) in excess of $37
million to $42 million, plus
(ii) 7% of the Transaction Value in excess of $42
million to $45 million, plus
(iii) 12% of the Transaction Value in excess of $45
million, payable upon the earlier of: (a) the
completion of any Restructuring including,
without limitation, the confirmation and
effectiveness of a Plan or (b) the closing of
any Restructuring.
(b) Sale Fee. In the event of a Sale, FocalPoint will
earn a Sale Fee, to be paid at the closing of a Sale,
and calculated as follows:
$500,000 plus the sum of:
(i) 5% of the Transaction Value in excess of $37
million to $42 million, plus
(ii) 7% of the Transaction Value in excess of $42
million to $45 million, plus
(iii) 12% of the Transaction Value in excess of $45
million.
Regardless of the terms of the Engagement Agreement
setting forth the terms of the Sale Fee, the Debtors and
FocalPoint have agreed that, in the event of a complete
liquidation of the Debtors, the Sale Fee shall be reduced
to $300,000, provided, however, that the participation of
any liquidation or similar firm in a § 363 sale process
or Plan will not, on its own, trigger the Liquidation
Fee.
FocalPoint will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Fixler, managing director of FocalPoint Securities, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (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
Debtors, or for any other reason.
FocalPoint can be reached at:
Michael Fixler
FOCALPOINT SECURITIES, LLC
325 W. Huron Street, Suite 815
Chicago, IL 60654
Tel: (312) 508-5788
About Chellino Crane, Inc.
Headquartered in Joliet, Illinois, Chellino Crane Inc. and its
affiliates operate cranes for refineries owned by some of the
largest downstream oil and gas refineries in the world. Chellino
consists of two divisions: a Crane Division focused on providing
customers with a full range of crane services, and a Heavy
Haul/Heavy Lift Division, which specializes in transport and heavy
lift or rigging services. Sam Chellino began operating the company
in 1947, and to this day the company is family-owned and operated.
Chellino and four of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on
May 5, 2017. The petitions were signed by Gregory Chellino,
president.
At the time of the filing, Chellino Crane estimated its assets and
liabilities at $50 million to $100 million.
Judge Carol A. Doyle presides over the cases. The Debtors hired
Sugar Felsenthal Grais & Hammer LLP as lead counsel; Akerman LLP as
special counsel; Conway MacKenzie, Inc. as financial advisor; and
Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting
agent.
On May 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Brown Rudnick LLP to serve as co-counsel with Freeborn & Peters
LLP, Emerald Capital Advisors Corp., as financial advisor,
FocalPoint Securities, LLC, as investment banker.
CHESAPEAKE ENERGY: Presented at J.P. Morgan 2017 Conference
-----------------------------------------------------------
The management of Chesapeake Energy Corporation presented at the
J.P. Morgan 2017 Energy Equity Conference on Monday, June 26, 2017.
A slide presentation of materials used at the conference will be
accessible via the Investor Presentations section of the Company's
website: http://www.chk.com/investors/presentations.
The Company disclosed the following near-term focus:
* Margin expansion - oil growth driven by PRB, new Eagle
Ford completions, cash cost leadership
* Increased return on capital - optimize lateral lengths,
testing more value-driven completions
* Portfolio management - reduced debt ~$900 million,
removed ~$590 million of marketing commitments,
planned Mid-Con asset sales
* Safety and environmental stewardship
About Chesapeake Energy
Chesapeake Energy Corporation (NYSE: CHK) is a petroleum and
natural gas exploration and production company headquartered in
Oklahoma City, Oklahoma. The company was founded in 1989 by Aubrey
McClendon and Tom L. Ward with only a $50,000 initial investment.
As of Dec. 31, 2016, it owned interests in approximately 22,700 oil
and natural gas wells. It has positions in resource plays of the
Eagle Ford Shale in South Texas, the Utica Shale in Ohio, the
Anadarko Basin in northwestern Oklahoma and the stacked pay in the
Powder River Basin in Wyoming. Its natural gas resource plays are
the Haynesville/Bossier Shales in northwestern Louisiana and East
Texas and the Marcellus Shale in the northern Appalachian Basin in
Pennsylvania.
Chesapeake Energy reported a net loss available to common
stockholders of $4.92 billion on $7.87 billion of total revenues
for the year ended Dec. 31, 2016, compared to a net loss available
to common stockholders of $14.85 billion on $12.76 billion of total
revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, Chesapeake had $11.69 billion in total
assets, $12.90 billion in total liabilities, and a $1.2 billion
total deficit.
* * *
In January 2017, S&P Global Ratings raised its corporate credit
rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the
ratings from CreditWatch with positive implications where S&P
placed them on Dec. 6, 2016. The rating outlook is positive.
Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service.
CLEAR LAKE: Sale of Perkinston Property for $84K Approved
---------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Clear Lake Development,
LLC's sale of a parcel of real property located at 0 Clear Lake
Rd., Perkinston, Stone County, Mississippi, consisting of 40 acres,
part of Stone County Tax Parcels No. 092-10-001.005 and
092-10-001.006, to John E. and Teresa M. Anderson for $84,000.
The closing agent will pay, from the gross sale of proceeds,
these:
a. Real Estate commission to Joel L. Carter and J. Carter Real
Estate, LLC, in amount of 6% of the sale price of $5,404.
b. The Debtor's pro-rated share of property taxes clue for tax
year for 2017 in approximate amount of $200, to be transferred to
the Purchaser on the closing statement.
c. Property taxes are clue to Stone County for tax year 2015 in
amount of approximately $165 which will be paid at closing.
d. Property taxes are clue to Stone County for tax year 2016 in
amount of approximately $122 which will be paid at closing.
e. The estimated pro-rata amount that will become due to the
U.S. Trustee as a consequence of the sale, in approximate amount of
$2,925, to be paid to the U.S. Trustee; with any portion of said
amount not needed for U. S. Trustee fees for the current quarter
paid to Whitney Bank as part of sub-paragraph g below.
f. Incidental closing costs of approximate amount of $300 to be
paid through the closing agent as designated in the Contract.
g. The remainder of net proceeds of the sale in approximate
amount of $75,248, will be paid to Whitney Bank in partial
satisfaction of the Deed of Trust, with the result that the Debtor
will not receive any of the proceeds of the sale.
In the event that any of the proceeds of sale are paid to the
Debtor for any reason, they will be placed in a U.S. Trustee
authorized DIP account and not disbursed until further order of the
Court.
The net proceeds from the sale are substituted as collateral for
the Property as described, that the land described is conveyed free
and clear of all liens and encumbrances, and that the liens and
encumbrances will be released of record as they relate to the land
described.
Upon the consummation of the sale of the Property, the Debtor will
file with the Court a report of the sale with a copy of the
settlement statement showing the Seller's transactions.
About Clear Lake Development
Clear Lake Development, LLC of Biloxi, Mississippi, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Miss. Case No. 17-50392) on March 6, 2017. The petition was
signed by Bernard Favret, member.
As of March 6, 2017, the Debtor estimated assets of less than $1
million and liabilities of $1 million to $10 million.
Judge Katharine M. Samson presides over the case.
The Debtor is represented by Patrick A. Sheehan, Esq., of Sheehan
Law Firm, PLLC.
COMMERCIAL METALS: Moody's Rates New $300MM Sr. Unsec. Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Commercial
Metals Company's (CMC) new $300 million senior unsecured notes due
2027, issued under the company's shelf registration rated (P)Ba2
for senior unsecured issuance. At the same time, Moody's affirmed
CMC's Ba1 Corporate Family Rating (CFR), Ba1-PD Probability of
Default rating, and the SGL-2 Speculative Grade Liquidity Rating.
Proceeds will be used to tender for a maximum of $300 million of
the senior unsecured notes due in August 2018. The company may
redeem any of the notes remaining outstanding that are not tendered
following the tender offer expiration
Issuer: Commercial Metals Company
Assignments:
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5)
-- Senior Unsecured Shelf Assigned (P)Ba2
Affirmations:
-- Corporate Family Rating, Affirmed Ba1
-- Probability of Default Rating, Affirmed Ba1-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 to LGD5
from LGD4
Outlook Actions:
-- Outlook, Remains Stable
RATINGS RATIONALE
CMC's Ba1 CFR reflects the company's improved debt protection
metrics and reducing leverage position. Ongoing recovery in the
construction markets, particularly non-residential construction, -
a key market for the company - together with a disciplined focus on
costs, productivity, and supply chain management have contributed
to a better operating profile and better ability to absorb
volatility in market conditions. Performance is expected to
continue to benefit from strengthening fundamentals in the
construction industry, particularly in the south and southwest
regions served by the Company as well as increased bidding activity
for the fabrication segment and improvement off the bottom in the
energy sector. While Moody's expects that there will continue to be
monthly variations in the pace of new construction activity, the
overall outlook remains favorable.
The rating captures the volatility that can exist in metal margins
per ton based upon movement in realized prices and scrap consumed
costs, which can be on a lagging basis. The rating also
incorporates the relatively small size of the company and its high
exposure to the construction markets, particularly the rebar
market. Recent performance in the Americas Mills and Fabrications
segments has seen margin compression as a result of increased scrap
prices although this has been mitigated by improved performance in
the Recycling segment, which has benefitted from the higher scrap
prices. Performance for the third quarter ended May 31, 2017,
continued to reflect these dynamics although further strengthening
in the recycling segment and steady performance in the America
Mills and International Mills segment mitigated the weaker
performance in the Americas Fabrication segment as contract pricing
continues to evidence competitive pressures. These market dynamics
are expected to continue to be reflected in performance. However,
the deleveraging being undertaken and reduced interest expense will
improve CMC's cushion to absorb such fluctuations. Assuming a full
repayment of the 2018 notes and the notes due July 15, 2017, debt
will reduce by approximately $250 million and the company will have
an improved maturity profile.
Additionally, the recently announced exit from the International
Marketing and Distribution segment, with CMC Cometals to be sold to
Traxys North America L.L.C. and Traxys Europe S.A., will benefit
margins going forward and reduce the need for working capital
support of this business, allowing for deployment in other
strategic areas of the company. The company plans to sell its CMC
Cometals Steel division and restructure/sell the remaining Asian
and Australian operations. Pro-forma for the planned debt reduction
and estimated EBITDA reduction, leverage, as measured by the
debt/EBITDA ratio, would have been around 3x (including Moody's
standard adjustments) for the twelve months ended
February 28, 2017 versus a reported leverage of 3.5x.
The stable outlook incorporates Moody's expectations that CMC will
exhibit solid performance and maintain metrics consistent with its
Ba1 rating over the next 12-18 months. CMC will benefit from the
ongoing recovery in the construction market, particularly
non-residential construction -- a key market for the company --
together with disciplined focus on costs, productivity and supply
chain management. While the pace of improvement has slowed somewhat
in 2017 versus 2016, and the volatility between price realizations
and scrap consumed costs in the Americas Mills and International
Mill segment will contribute to quarterly fluctuations and squeeze
performance in the Americas Fabrication segment, the metrics are
seen as sustainable at current levels.
The SGL-2 speculative grade liquidity rating reflects the company's
good liquidity profile characterized by $276 million in cash at May
31, 2017 and a $350 million secured (by inventory) revolving credit
facility expiring June 23, 2022 mostly undrawn except for some
letter of credit usage. CMC plans to use proceeds from the new $150
million secured Term Loan A (unrated) due June 23, 2022 together
with cash on hand to repay the $300 million in unsecured notes due
July 15, 2017. While this will contribute to further contraction in
the cash position in the near term, proceeds from the sale of CMC
Cometals (cash portion estimated at around $172 million) and an
improving free cash flow profile over the next several quarters
will contribute to a rebuilding of the cash position. The company
remains comfortably in compliance with the maximum debt/capital
covenant of 60% and the minimum interest coverage ratio requirement
of 2.5x (EBITDA based). CMC also has a accounts receivable
securitization program expiring in August 2019, which contains the
same covenants as the revolver.
Higher working capital requirements for the nine months through May
31, 2017, together with increased capital expenditures, $54 million
in acquisitions and $41 million in dividends contributed to
negative free cash flow resulting in the drawdown of cash balances
since year end 2016 ($518 million cash position). Moody's expects
the company to be free cash flow neutral to slightly negative in
2017 although working capital improvement is anticipated over the
fourth quarter. With the new Micromill in Durant, Oklahoma expected
to be commissioned in late 2017, Moody's expects capital
expenditures to reduce going forward.
The Ba2 rating of the senior unsecured notes reflects the impact of
the revolving credit and Term Loan A facility (unrated by Moody's)
and priority accounts payables on the liability waterfall in
Moody's Loss Given Default (LGD) Methodology and the lower position
of the senior unsecured debt in the capital structure. Under
Moody's LGD Methodology, the revolver and Term Loan A, secured by
US inventory, are treated as having an effectively senior position
resulting in potential higher loss absorption for the unsecured
debt.
CMC's rating could be upgraded should the EBIT margin be sustained
at or above 8% the debt/EBITDA ratio be sustainable at or below 3.0
times, the EBIT-to-interest ratio above 4.0 times and the operating
cash flow less dividends-to-debt ratio above 25%. The rating could
be downgraded if economic weakness and increased competition dampen
sales growth, leading to deterioration in operating performance and
credit metrics. Quantitatively, the rating could be downgraded if
the EBIT margin is sustained below 5%, and if debt/EBITDA and
EBIT/interest expense are likely to be sustained above 4.0 times
and below 2.5 times, respectively.
The principal methodology used in these ratings was Global Steel
Industry published in October 2012.
Headquartered in Irving, Texas, Commercial Metals Company (CMC)
manufactures steel through its five minimills in the United States.
Total capacity is approximately 4.1 million tons. The company is in
the process of completing its new Micromill in Oklahoma. CMC also
has a presence in Europe through its minimill in Poland which has
about 1.2 million tons rolling capacity. In addition, CMC operates
steel fabrication facilities and ferrous and nonferrous scrap metal
recycling facilities. The company has announced the sale of/exit
from its International Marketing and Distribution business.
Revenues for the twelve months ended
May 31, 2017 were $4.8 billion.
COMMUNITY TRANSLATOR: Chapter 7 Trustee Taps Dorsey as Counsel
--------------------------------------------------------------
The Chapter 7 trustee for Community Translator Network LLC seeks
approval from the U.S. Bankruptcy Court for the District of Utah to
hire his own firm as legal counsel.
Michael Thomson, the court-appointed trustee, proposes to hire
Dorsey & Whitney LLP to, among other things, assist him in the
recovery of assets, obtain a court order requiring the turnover of
property of the estate, and obtain information through legal
process to complete his investigation.
The hourly rates charged by professionals anticipated to provide
the services range from $140 to $410.
Dorsey does not have any conflict of interest with the Debtor or
any of its creditors, and is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Michael F. Thomson, Esq.
Peggy Hunt, Esq.
Nathan S. Seim, Esq.
Dorsey & Whitney LLP
136 South Main Street, Suite 1000
Salt Lake City, UT 84101-1685
Tel: (801) 933-7360/(801) 933-8929
Email: thomson.michael@dorsey.com
Email: hunt.peggy@dorsey.com
Email: seim.nathan@dorsey.com
About Community Translator
Community Translator Network LLC was a limited liability company
registered in Utah on Jan. 26, 2006. The Company's principal
source of revenue and profits was from the purchase, development,
and sale of FM Broadcast Translator Stations authorized by the
Federal Communications Commission, or the permits and licenses to
construct or operate FM translator stations.
The Debtor sought Chapter 11 protection (Bankr. D. Utah Case No.
15-31245) on Dec. 1, 2015, estimating less than $100,000 in assets
and less than $50,000 in debt. John Christian Barlow, Esq., at Law
Office of John Christian Barlow, served as counsel to the Debtor.
The Debtor also hired Knute Rife, Esq., at the Rife Law Office as
counsel.
The Office of the U.S. Trustee asked the Court to either dismiss
the Chapter 11 case or convert the case to Chapter 7. Following a
hearing on June 16, 2017, Judge William T. Thurman decided to
converted the case to Chapter 7.
On June 20, the U.S. Trustee named Michael F. Thomson, Esq., a
partner at Dorsey & Whitney LLP, as Chapter 7 trustee for the
Debtor.
CONFIRMATRIX LABORATORY: Sets Sale Procedures for Business
----------------------------------------------------------
Confirmatrix Laboratory, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to authorize the sale procedures
in connection with the sale of the business as a going concern or,
in the alternative, the sale of its personal property at an auction
to be conducted by Tiger Commercial and Industrial and Auction
Management Corp. and real property through the services of Powell
Property Group, Inc.
Since the Petition Date, the Debtor has been restructuring the
Business to reduce and refocus the level and nature of toxicology
services it provides and to increase the blood testing side of the
business. As part of this restructuring process and with Court
approval, the Debtor has been selling excess assets and equipment
related to the toxicology side of its business. As a result, it
was able to pay off its obligations to SunTrust Equipment Finance &
Leasing Corp. as well as pay SunTrust Bank over $2,115,468 towards
satisfaction of the Bank's claim.
Since the Petition Date, the Debtor explored different avenues for
internal reorganization but due to the high amount of claims in the
case and decreasing revenue, it determined that internal
reorganization is not feasible. Currently, it believes that the
best and most efficient strategy for it exit from this Chapter ll
case is the sale of its assets to one or more purchasers. The
Debtor has contemporaneously filed an application to retain
Tiger/AMC to assist Debtor in the sale of its assets both as a
Going Concern Sale or Asset Only Sale. Due to a number of factors,
including the limited financial resources of its Estate for
continued operations and the importance of eliminating continuing
uncertainty which might undermine employee morale and harm the
Business, the Debtor believes that it is important that sales
procedures be approved as quickly as possible.
The assets of the Debtor include, but not limited to, (i) all
laboratory testing equipment and furniture; (ii) all inventory, raw
materials, work in progress, packaging, supplies, parts and other
inventories of the Business; (iii) all intellectual property owned
and only to the extent transferrable; (iv) assignable right, title
and interest in and to Assigned Contracts; (v) all of its interest
in that certain real property located at 1770 Cedars Road,
Lawrenceville, Georgia and as more fully described in that certain
Limited Warranty Deed dated April 30, 2013, and recorded in Deed
Book 52192, Page 00134, Gwinnett County records ("Real Property");
and (vi) all cash and cash equivalents (including assigned deposits
and prepayments), bank accounts and securities of Seller on hand as
of the Closing Date.
The Debtor proposes to sell its assets in two phases. In the first
phase, the Debtor, with Tiger/AMC's assistance, will explore the
Going Concern Sale of the Business. If the Going Concern sale does
not materialize, then it will move to phase two involving the Asset
Sale and the piecemeal sale of its personal and real property with
the assistance of Tiger/AMC and PPG, respectively.
The Debtor proposes to proceed with the Going Concern Sale with the
assistance of Tiger/AMC. Any offers for the Going Concern Sale
must be on terms and conditions acceptable to the Debtor, after
consultation with the Bank. The Bank has the right to approve and
consent to any proposed Going Concern Sale generating sale proceeds
in an amount up its claim. Any sale of Debtor's assets will be
free and clear of any and all liens, claims, interests and
encumbrances. The Debtor proposes that the Bank's claim in the
case to be paid directly from the sales proceeds at the time of the
closing of the Going Concern Sale. PPG has agreed not to assert
any claim for compensation if the Debtor's real property is sold as
part of a successful Going Concern Sale.
The Debtor anticipates that any proposed Agreement for the Going
Concern Sale will provide for Debtor to assume most, if not all, of
the Assigned Contracts and assign them to the Purchaser, as will be
more fully set forth in the Agreement itself. It has specifically
identified the Assigned Contracts and it reserves its rights to
challenge the "executory" nature of any of the Assigned Contracts.
The further reserves its right to amend, add, or remove any
executory contracts or unexpired leases from the list of Assigned
Contracts set out.
The Debtor has listed the amounts of any sums, as such sums are
determined by the respective agreement of the applicable parties or
as determined by the Court, necessary to cure any outstanding
defaults through and including the Closing under any and all of the
unexpired leases and assumed contracts determined to be payable
with respect to the Assigned Contracts based upon a review of the
Seller's books and records.
To make the sale process more competitive, the Debtor, after
consultation with the Bank, asks approval to grant, before the
Auction Date and without further approval by the Court, a "Stalking
Horse" designation to a prospective bidder and a break-up fee and
expense reimbursement protections. If it chooses a Stalking Horse,
then within one business day from the selection, the Debtor will
notify any other interested buyers of the Stalking Horse selection
and provide such other interested buyers with a copy of the
Stalking Horse Agreement.
If a closing occurs with respect to the Going Concern Sale to a
party other than the Stalking Horse, the Debtor proposes that the
Stalking Horse be paid a break-up fee and expense reimbursement in
the total amount of no more than 2% of the proposed purchase
price.
If the Bidding Procedures are approved by the Court and the Debtor
receives competing offers by the Bid Deadline, then prior to the
Auction Sale, Debtor will identify the highest and best offer, and
such highest and best offer will be subject to overbid at the
Auction Sale. Tiger/AMC will assist the Debtor in marketing the
Going Concern Sale and identifying potential purchasers and will be
compensated in accordance with the terms of the agreement which is
subject to approval by a separate motion seeking approval of the
same.
In the unlikely event that Debtor is unable to sell the Business as
a going concern within the time specified, it asks permission to
proceed with the sale of its personal property at an auction
conducted by Tiger/AMC and contemporaneously therewith, market and
sell its Real Property with the assistance of PPG ("Asset Only
Sale"). The Asset Only Sale will be free and clear of any and all
liens, claims, interests and encumbrances.
The salient terms of the Bidding procedures are:
a. Bid Deadline: Aug. 14, 2017 at 5:00 p.m. (EDT)
b. Deposit: $50,000
c. Minimum Bid: At least 2% more than the Stalking Horse
bid
d. Auction Sale: Aug. 17, 2017 at 1:00 p.m. (EDT) at
James-Bates-Brannan-Groover-LLP, 3399 Peachtree Road, N.E., Suite
1700, Atlanta, Georgia
e. Bid Increments: $50,000
f. Credit Bid: At the Auction Sale, the Bank will be
allowed to "credit bid" up to the total face value amount of its
claim.
g. Sale Hearing: Aug. 22, 2017
h. Closing Date: Sept. 11, 2017
A copy of the proposed Agreement and Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Confirmatrix_Laboratory_146_Sales.pdf
The Debtor believes that the Going Concern Sale or, in the
alternative, the Asset Only Sale as requested will provide it with
the needed flexibility and efficiency as it will allow it to
pursue dual sales tracks in order to generate the highest proceeds
for the Estate. Accordingly, the Debtor asks the Court to approve
the relief sought.
The Debtor asks that the Court waives the 14-day under Bankruptcy
Rules 6004(h) and 6006(d).
About Confirmatrix Laboratory, Inc.
Confirmatrix Laboratory, Inc. is a laboratory business focused on
toxicology and blood testing. The Debtor's principal place of
business is located at 1770 Cedars Road, Suite 200, Lawrenceville,
Gwinnett County, GA 30045.
Confirmatrix Laboratory, Inc., based in Lawrenceville, GA, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-69934) on
November
4, 2016. The petition was signed by Ann B. Durham, CEO. William
J.
Boone, Esq., at James Bates Brannan Groover, LLP, serves as
bankruptcy counsel. In its petition, the Debtor estimated $1
million to $10 million in both assets and liabilities.
The Debtor employed Marvin H. Willis and Smith & Howard, P.C. as
its accountant.
CROWN SPRING: Taps Husch Blackwell as Legal Counsel
---------------------------------------------------
Crown Spring, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire legal counsel.
The Debtor proposes to hire Husch Blackwell LLP to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.
Lynn Hamilton Butler, Esq., the attorney designated to represent
the Debtor, will charge $545 per hour while other attorneys at the
firm will charge between $160 and $770 per hour. The hourly rates
for paralegals range from $115 to $295.
Husch Blackwell received a retainer of $65,000.
Ms. Butler disclosed in a court filing that the firm's attorneys do
not hold any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached through:
Lynn Hamilton Butler
Husch Blackwell LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Telephone: (512) 472-5456
Telecopy: (512) 479-1101
Email: Lynn.butler@huschblackwell.com
Email: vicki.driver@huschblackwell.com
About Crown Spring Inc.
Crown Spring, Inc., which conducts business under the names
Retronix International Inc. and Retronix Semiconductor, is a global
provider of engineering services and a general contractor company
serving the semiconductor and high-tech manufacturing industries.
The Debtor offers labor, equipment and facility support for some of
the world's leading OEMs and IDMs.
Based in Austin, Texas, the Debtor sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-10723) on
June 9, 2017. Anthony Boswell, president, signed the petition.
At the time of the filing, the Debtor estimated $1 million to $10
million in assets and liabilities.
Judge Christopher H. Mott presides over the case.
CTI FOODS: Moody's Affirms B3 CFR & Revises Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed CTI Foods Holding Co., LLC's
(CTI) Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) at B3 and B3-PD, respectively, while changing the
rating outlook of the company to negative from stable. As a result,
the company's first and second lien term loans continue to be rated
B3 and Caa2, respectively.
The affirmation of the B3 CFR and rating outlook change to negative
primarily reflects the company's weak credit metrics as a result of
lower than anticipated profitability, and Moody's expectation that
profitability will remain challenged for at least the next few
quarters as the company attempts to strengthen its operating
performance. CTI's debt leverage was approximately 7.4 times for
the twelve months ended March 25, 2017 (as measured by Moody's
adjusted debt-to-EBITDA) while interest coverage for the same
period as measured by Moody's adjusted EBITA-to-interest expense
was roughly 1.2 times.
In 1Q17, CTI had quality issues with fajita meat in its Azusa, CA
and Owingsville, KY plants, which ultimately lead to an inventory
write-down and the incurrence of material overtime expenses at its
Wilder, ID plant in an effort to meet customer demand. In addition,
the company's Liguria segment, which was acquired in February 2016,
has materially underperformed relative to expectations since being
acquired. It also experienced setbacks in 1Q17 as capacity
constraints impacted order shipments, primarily related to
bottlenecks associated with the lengthy drying time required for
large diameter sausages.
"CTI Foods' has recently experienced a number of operating
challenges that have driven significant underperformance relative
to Moody's expectations" said Brian Silver, Vice President and
Moody's lead analyst for CTI Foods. "Although Moody's understand
the fajita meat issue has been resolved, the company's operating
margins and associated profitability have significantly weakened
over the last few years, and as a result the ratings are under
pressure and will eventually be downgraded unless Moody's see
material improvement in credit metrics over the next 12 to 18
months," added Silver.
The company's ABL is set to expire just over a year from now on
June 28, 2018. The rating incorporates Moody's expectation that the
maturity date on the facility will be extended as the company has a
limited amount drawn on the facility, there is healthy collateral
to back the facility, and the first lien term loan matures three
years from now (June 2020). If for some reason the ABL maturity
date is not extended by 1Q18, the ratings could be downgraded.
The following ratings for CTI Foods Holding Co., LLC were
affirmed:
Corporate Family Rating at B3;
Probability of Default Rating at B3-PD;
$370 million principal ($347 million outstanding) senior secured
first lien term loan due 2020 at B3 (LGD4); and
$140 million principal senior secured second lien term loan due
2021 at Caa2 (LGD6).
The rating outlook is negative.
RATINGS RATIONALE
CTI's B3 Corporate Family Rating reflects the company's relatively
weak credit metrics, including the company's high debt leverage of
approximately 7.4 times and limited interest coverage for the
twelve month period ended March 25, 2017. The company generates
relatively low operating margins but benefits from the ability to
pass through a healthy portion of increases in commodity costs with
minimal lag to its customers. However, its EBITA margin has been
under pressure over the last few years, declining from nearly 6% in
FY12 to roughly 3% for the twelve months ended March 25, 2017.
Margins are expected to improve moderately over the next 12 -18
months as the company implements cost saving initiatives and
improves its plant efficiency and productivity. The rating
recognizes the company's good size and scale, as well as its
improving customer and product diversification over time. CTI has
long standing customer relationships and a good geographic
diversification profile but remains relatively small as compared to
some significantly larger and more diverse competitors in the
space. In addition, the company's financial policies are expected
to be relatively aggressive in accordance with its private equity
ownership. CTI maintains an adequate liquidity profile supported by
expectations for positive free cash flow generation. The company's
asset-based lending facility (ABL) is scheduled to mature on June
28, 2018 but Moody's expects the maturity date will be extended.
The ratings could be downgraded if Moody's adjusted debt-to-EBITDA
is sustained above 7.5 times over the next 12 to 18 months or if
liquidity weakens due to increased ABL reliance. In addition, if
the ABL maturity date is not extended by 1Q18 the ratings could be
downgraded. Alternatively, the ratings could be upgraded if margins
improve and leverage as measured by Moody's adjusted debt-to-EBITDA
can be sustained below 6.0 times accompanied by EBIT-to-interest
climbing above 1.0 time and maintenance of a healthy liquidity
profile.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
CTI Foods Holding Co., LLC ("CTI"), headquartered in Wilder, Idaho,
through its subsidiaries manufactures food products primarily for
the quick service restaurant industry. CTI's principal products
include pre-cooked taco meat, steak and chicken fajita meat,
pre-cooked and uncooked hamburger patties, soups, pepperoni,
sausages, sauces and dehydrated beans. CTI was purchased by Thomas
H. Lee Partners and Goldman Sachs Merchant Banking Division in May
2013 for approximately $690 million. During the twelve month period
ended March 25, 2017 the company generated approximately $1.3
billion of revenue.
D C EASTERN BUFFET: Names Edward Kaushas as Attorney
----------------------------------------------------
D C Eastern Buffet Inc. seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Edward J. Kaushas as attorney.
Mr. Kaushas will provide the following professional services to the
Debtor with corresponding rates:
Service Rate
------- ----
(a) prepare all forms, petitions, $175
orders applications and other
legal papers and documents filed
with the Bankruptcy Court
for the Debtor-in-Possession.
(b) advise the Debtor on legal $175
matters pertaining said Bankruptcy
(c) conduct any negotiations $175
involving Debtor's rights.
(d) prepare and file Bankruptcy $175
pleadings, motions, and related
documents in facilitating Debtor's
Chapter 11 case.
(e) attend the Bankruptcy proceedings $175
in facilitating Debtor's Chapter 11 case.
Mr. Kaushas will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Edward Kaushas assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
Mr. Kaushas can be reached at:
Edward James Kaushas, Esq.
KAUSHAS LAW
995 Sunrise Drive
Pittston, PA 18640
Tel: (570) 299-7487
Fax: (888) 900-6977
E-mail: Ekaushas@kaushaslaw.com
About D C Eastern Buffet Inc
D C Eastern Buffet Inc., based in Scranton, Pa., filed a Chapter 11
petition (Bankr. M.D. Pa. Case No. 17-02477) on June 12, 2017. The
Hon. John J. Thomas presides over the case. Edward James Kaushas,
Esq., at Kaushas Law, 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 Zong Chen,
president.
DELIVERY AGENT: Execs Seeks Dismissal of Abdo Lawsuit
-----------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reports that
executives of Delivery Agent Inc. are asking a California federal
judge to dismiss the securities fraud lawsuit commenced by investor
John Abdo, as trustee of the John E. Abdo Trusts.
The Delivery Agent officers asserted that Mr. Abdo is "twisting a
mistaken action" by a single director to support his lawsuit,
Law360 relays. They said that the suit should be dismissed since
it is solely focused on CEO Michael Fitzsimmons’ statements,
which were opinions, Law360 cites.
As previously reported by The Troubled Company Reporter, citing
Law360, Mr. Abdo has alleged that Delivery Agent officers,
including CEO Mark Fitzsimmons, concealed failures with the
company's core technology, particularly a product that was supposed
to allow consumers to purchase items advertised during Super Bowl
XLVIII in 2014 directly from their televisions.
The case is Abdo et al. v. Fitzsimmons et al., case number
3:17-cv-00851, in the U.S. District Court for the Northern District
of California.
About Delivery Agent, Inc.
Headquartered in San Francisco, California, Delivery Agent, Inc.,
turns audiences into revenue generating customers for brands,
device manufacturers, and media companies worldwide. It offers
ShopTV, a technology that allows audiences to engage with and
transact directly from advertisements and television shows through
Web, mobile, and advanced television applications; a cloud-based
shopping platform, which enables omni-channel commerce for its
clients with simplicity; eCommerce platform for omni-channel
shopping; relevant and personalized product offers to viewers
based on the content they are watching with the help of contextual
database; and advertising solutions.
Delivery Agent, Inc., and affiliates MusicToday, LLC, Clean Fun
Promotional Marketing, Inc., and Shop the Shows, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12051) on
Sept. 15, 2016. The cases are assigned to Judge Laurie Selber
Silverstein.
The Debtors hired Pachulski Stang Ziehl & Jones LLP as local
Counsel; Keller & Benvenutti LLP as general counsel; Arch & Beam
Global, LLC, as financial advisor; and Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent.
Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 29,
2017, appointed seven creditors of Delivery Agent, Inc., to serve
on the official committee of unsecured creditors. The Committee
employs Pepper Hamilton LLP as counsel; and Carl Marks Advisory
Group LLC as financial advisors, nunc pro tunc to Oct. 3, 2016.
DELPHI AUTOMOTIVE: Reaches $310M Settlement Deal With Solus
-----------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Delphi
Automotive asked a New York bankruptcy court to approve a $310
million settlement it reached with Solus Alternative Asset
Management Co. LP over whether the threshold for distributions to
creditors had been met.
Previously, Solus filed a suit captioned Solus Alternative Asset
Management LP et al. v. Delphi Automotive LLP et al., case number
1:14-ap-02445, claiming that a total of $9.1 billion had actually
been distributed to DPH Holdings Inc.'s buyer's members but that
DPH was falsely claiming only $1 billion was distributed by saying
membership redemptions, share purchases and other equity payments
did not count toward the threshold, Law360 recounts.
Delphi Automotive declared bankruptcy in 2005, and under the terms
of a revised Chapter 11 plan submitted in 2009, $300 million was to
be paid to the unsecured claimants in the proceeding once $7.2
billion was paid to DPH Holdings Inc.'s buyer's members, Law360
points out.
Under the terms of the agreement, Law360 relays, DPH will deposit
$307 million in the disbursement account for the unsecured
creditors and pay the plaintiffs $2.8 million.
About Delphi Corp.
Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments. Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.
The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed $9.16 billion in
assets and $23.7 billion in debt.
The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was
not consummated after a group led by Appaloosa Management, L.P.,
backed out from their proposal to provide $2.55 billion in equity
financing to Delphi. At the end of July 2009, Delphi obtained
confirmation of a revised plan, build upon a sale of the assets to
a entity formed by some of the lenders who provided $4 billion of
debtor-in-possession financing, and General Motors Company.
On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective. A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings LLC,
GM Components, and DIP Holdco 3.
Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the disposition
of certain retained assets and payment of certain retained
liabilities as provided under the Modified Plan.
Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP. Delphi Automotive LLP is the successor to the
former Delphi Corporation. At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.
DICK CAMPBELL: Hires Elsaesser Jarzabek as Attorney
---------------------------------------------------
Dick Campbell Company, seeks authority from the U.S. Bankruptcy
Court for the District of Idaho to employ Elsaesser Jarzabek
Anderson Elliot & MacDonald, CHTD., as attorney to the Debtor.
Dick Campbell requires Elsaesser Jarzabek to represent the Debtor
in all matters related to the Chapter 11 bankruptcy proceeding.
Elsaesser Jarzabek will be paid at these hourly rates:
Ford Elsaesser $375
Bruce Anderson $350
Katie Elsaesser $195
Support Staff $75
On June 8, 2017, the Debtor paid Elsaesser Jarzabek the amount of
$25,000, of which $13,082.50 was paid for pre-petition services
including the $1,717 filing fee. Elsaesser Jarzabek holds a
post-petition retainer of $11,917.50 in a trust account.
Elsaesser Jarzabek will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ford Elsaesser, partner of Elsaesser Jarzabek Anderson Elliot &
MacDonald, CHTD., 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.
Elsaesser Jarzabek can be reached at:
Ford Elsaesser, Esq.
ELSAESSER JARZABEK ANDERSON
ELLIOT & MACDONALD, CHTD.
320 East Neider Avenue, Suite 102
Coeur D'Alene, ID 83815
Tel: (208) 667-2900
Fax: (208) 667-2150
E-mail: ford@ejame.com
About Dick Campbell Company
Based in Boise, Idaho, Dick Campbell Company, Inc. manufactures
transportation signaling devices. The Debtor sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No.
17-00756) on June 14, 2017. Phil Tate, president, signed the
petition.
At the time of the filing, the Debtor disclosed $2.63 million in
assets and $2.73 million in liabilities.
Judge Jim D. Pappas presides over the case. Bruce A. Anderson,
Esq., at Elsaesser Jarzabek Anderson Elliot & Macdonald, Chtd.,
serves as bankruptcy counsel.
DIMENSION REALTY: Names Eugene Roth as Attorney
-----------------------------------------------
Dimension Realty LLC seeks authorization from the U.S. Bankruptcy
Court for the District of New Jersey to employ Eugene D. Roth as
attorney.
The Debtor requires Mr. Roth to:
(a) advise the Debtor as to its rights and obligations as
Debtor-in-Possession;
(b) appear for the Debtor-in-Possession before the Court when
required;
(c) assist in formulating and filing a plan of reorganization;
and
(d) negotiate with creditors.
Mr. Roth will be paid at $450 per hour and $85 per hour for
paralegal services.
The attorney will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The attorney will receive $7,500 as initial retainer.
Eugene Roth assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
Mr. Roth can be reached at:
Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
Valley Park East
2520 Highway 35, Suite 307
Manasquan, NJ 08736
Tel: (732) 292-9288
Fax: (732) 292-9303
E-mail: erothesq@gmail.com
About Dimension Realty LLC
Dimension Realty, LLC, based in Stafford Township, N.J., filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 17-21936) on June 9,
2017. The Hon. Michael B. Kaplan presides over the case. Eugene
D. Roth, Esq. serves as bankruptcy counsel.
In its petition, the Debtor declared $1.51 million in total assets
and $1.56 million in total liabilities. The petition was signed by
Brian Abbey, managing member.
A list of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-21936.pdf
DOVECOTE LANE: Hires Bielli & Klauder as Counsel
------------------------------------------------
Dovecote Lane, LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to employ Bielli &
Klauder, LLC, as counsel to the Debtor.
Dovecote Lane requires Bielli & Klauder to:
a) give the Debtor legal advice with respect to its powers and
duties as Debtor and Debtor-in-Possession;
b) prepare on behalf of the Debtor necessary applications,
answers, orders, reports and other legal papers;
c) represent the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under section 362(a) of the Bankruptcy Code;
d) assist the Debtor in the preparation of schedules,
statements of financial affairs, and any amendments
thereto, which the Debtor may be required to file in the
bankruptcy case;
e) assist the Debtor in the preparation of a plan of
reorganization and disclosure statement;
f) assist the Debtor with any potential sales of its assets
pursuant to section 363 of the Bankruptcy Code; and
g) perform all other legal services for the Debtor which may
be necessary herein.
Bielli & Klauder will be paid at these hourly rates:
Thomas D. Bielli, Partner $325
David M. Klauder, Partner $325
Nella M. Bloom, Of Counsel $325
Cory P. Stephenson, Associate $205
Amy M. Huber, Paralegal $125
Prior to the petition date, Bielli & Klauder received a retainer of
$1,950. The Goldner Family Trust paid $750 toward the retainer and
Loretta Goldner paid $1,200. Prior to petition date, Bielli &
Klauder drew down the $1,950 from the retainer for bankruptcy
preparation fees and expenses incurred prior to the filing,
including the filing fee.
Bielli & Klauder will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas D. Bielli, partner of Bielli & Klauder, 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.
Bielli & Klauder can be reached at:
Thomas D. Bielli, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: (215) 642-8271
Fax: (215) 754-4177
About Dovecote Lane, LLC
Dovecote Lane, LLC, based in Wayne, PA, filed a Chapter 11 petition
(Bankr. E.D. Pa. Case No. 17-13511) on May 17, 2017. The Hon.
Ashely M. Chan presides over the case. Thomas D. Bielli, Esq., at
Bielli & Klauder, LLC, 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 Joel S.
Luber, manager.
EAGLE MATERIALS: Moody's Hikes Senior Unsec. Debt Rating From Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
ratings of Eagle Materials Inc. to Baa3 from Ba1. The rating
outlook is stable.
The upgrade reflects Moody's view that Eagle Materials has the
willingness and ability to defend its investment grade rating in a
downturn. The upgrade is also supported by strength in the
company's financial ratios, which are among the best in the
building materials rated universe. Eagle Material's adjusted
debt-to-EBITDA was 1.7x at fiscal year end March 31, 2017, and has
ranged from 1.5x to 3.0x over the last five years. Moody's expects
the company to maintain adjusted debt-to-EBITDA below 2.5x, but
note that this metric could be slighly higher temporarily as Eagle
Material's pursues its growth strategy.
The following ratings were upgraded:
Senior unsecured notes, upgraded to Baa3 from Ba1 (LGD4)
Senior Unsecured Shelf, upgraded to (P)Baa3 from (P)Ba1
The rating outlook is stable.
Note: the CFR, PDR, and SGL were withdrawn because they are ratings
assigned to non-investment grade companies.
RATINGS RATIONALE
Eagle Materials' senior unsecured rating of Baa3 reflects the
company's conservative financial profile, solid operating margin,
and strong cash flow generation. The rating benefits from
management's commitment to defending the investment grade rating,
the company's proven ability to manage costs through economic
downturns, and well-sized and positioned assets in markets served.
The rating also incorporates Eagle's moderate geographic, product
and end market diversity. Offsetting these strengths is the
company's small size relative to its national and global
competitors, and the highly competitive and cyclical nature of its
businesses. Eagle's products are commodity-like and prices are
sensitive to changes in supply and demand.
Revenue totaled $1.2 billion in fiscal year 2017, a 6% increase
over the prior year reflecting increases in all of Eagle's business
segments with the exception of its proppants business, and
benefiting from revenue from recent acquisitions. Revenue increases
from its historic operations were due primarily to average sale
price and volume increases in the cement, recycled paperboard,
concrete and aggregates segments, and increase sales volume in its
gypsum wallboard segment. Moody's expects volume and price
improvements in Eagle's cement and concrete and aggregates segments
through fiscal 2018, though at varying degrees in each of its
regions. Increased residential housing construction and repair and
remodeling will support growth in the company's gypsum wallboard
and paperboard sales. Demand for frac sand has been improving;
Moody's expects revenue growth in fiscal year 2018.
Adjusted operating margin was strong at 23.4% for fiscal year 2017.
Demand for Eagle Materials' business primarily stems from
residential, industrial, commercial and infrastructure construction
end markets, and the oil and gas end market for its frac-sand and
oil-well cement products. With the exception of aggregates, all of
Eagle's products compete principally on price given their
commodity-like nature. As a result, operating performance is highly
sensitive to changes in supply and demand.
The stable rating outlook reflects Moody's expectations that
operating performance and key credit metrics will modestly improve
with the recovery in construction spending and repair and
remodeling activity.
Eagle Materials could be upgraded if the company were to continue
to grow its size and scale profitably across all of its segments.
Adjusted debt-to-EBITDA sustained below 2.0x and adjusted debt to
book capitalization below 30% would support an upgrade. Strong free
cash flow as evidenced by adjusted retained cash flow to net debt
above 40% and excellent liquidity including the elimination of
financial covenants in its revolving credit facility or maintaining
very robust cushion in financial covenants would also be required
for an upgrade.
A downgrade could result if adjusted Eagle Materials were to
experience a material decline in operating performance or free cash
flow. This could be evidenced by adjusted debt-to-EBITDA above 3.0x
or adjusted operating margin below 12.5%, or adjusted
EBIT-to-interest expense below 4.0x.
The principal methodology used in these ratings was Building
Materials Industry published in January 2017.
Eagle Materials Inc. (NYSE: EXP), headquartered in Dallas, Texas,
manufactures and distributes cement, aggregates, concrete, gypsum
wallboard, recycled paperboard and frac sand, serving the
commercial and residential construction, public construction, and
oil and natural gas end markets. At March 31, 2017, the company
operated 7 cement plants, 1 slag grinding facility, 16 cement
distribution terminals, 5 gypsum wallboard plants, 1 recycled
paperboard plant 17 concrete batching pants, 4 aggregates
facilities, 3 frac sand wet processing facilities, 3 frac sand
drying facilities and six frac sand trans-load locations. For the
fiscal year ended March 31, 2017, revenue totaled approximately
$1.2 billion.
EB BRANDS: Sued by Antares Capital on $96M Loan Default
-------------------------------------------------------
Rachel Graf of Bankruptcy Law360 reports that Antares Capital LP
has commenced a lawsuit against EB Brands Holdings Inc and its
affiliates over the Company's default on $96.2 million worth of
loans.
Antares, Law360 relays, is also urging the court to appoint Daniel
F. Dooley of Morris Anderson as receiver for EB Brands to collect
the entity's assets as its financial situation is deteriorating.
EB Brands originally borrowed funds from General Electric Capital
and other lenders in May 2008. GE Capital has assigned its rights
to Antares in 2015, Law360 points out.
The suit is Antares Capital LP v. EBB Parent Holding Company et
al., case number 653033/2017, in the Supreme Court of the State of
New York.
EM LODGINGS: Plan Exclusivity Periods Extended by 60 Days
---------------------------------------------------------
The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois has extended, at the behest of EM
Lodgings L.L.C., dba Fairfield Inn & Suites East Peoria, the
periods within which the Debtor has the exclusive right to file a
Chapter 11 plan and solicit acceptances to the Plan by 60 days.
As reported by the Troubled Company Reporter on June 5, 2017, the
Debtor asked the Court to extend the Chapter 11 plan exclusivity
periods to file, and gain acceptance of, a Chapter 11 plan by 60
days, saying that negotiations with Marriott International Inc.,
and an analysis of its post-petition cashflow to determine
feasibility of any assumption, have taken longer than anticipated.
Although the Debtor and Marriott have reached an agreement in
principle on repayment terms in order to assume the franchise,
however, Marriott has not yet provided its draft agreement (which
it is requiring) for the repayment and other information necessary
for the Debtor to either assume the franchise agreement by motion
or in a Chapter 11 plan. Since the Exclusivity Periods are rapidly
approaching, and the necessary documents from Marriott have not yet
been received, the Debtor requested an extension thereto.
About EM Lodgings L.L.C.
EM Lodgings L.L.C. dba Fairfield Inn & Suites East Peoria filed a
Chapter 11 petition (Bankr. C.D. Ill., Case No. 17-80150), on Feb.
6, 2017. The Petition was signed by Gary E. Matthews, manager.
The case is assigned to Judge Thomas L. Perkins. The Debtor is
represented by Sumner Bourne, Esq., at Rafool, Bourne & Shelby,
P.C. At the time of filing, the Debtor had both assets and
liabilities estimated at $1 million to $10 million each.
The Office of the U.S. Trustee on March 7 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of EM Lodgings, LLC.
ENGLEWOOD WOMEN'S: Taps Perez and Bonomo as Legal Counsel
---------------------------------------------------------
Englewood Women's Services, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire legal
counsel.
The Debtor proposes to hire the Law Offices of Perez and Bonomo to
give legal advice regarding its duties under the Bankruptcy Code,
and provide other legal services related to its Chapter 11 case.
The firm will charge an hourly fee of $375 for its services.
Perez and Bonomo does not hold or represent any interest adverse to
the Debtor's bankruptcy estate, and is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Donald T. Bonomo, Esq.
Perez and Bonomo
11 State Street, Second Floor
Hackensack, NJ 07601
Phone: 201-820-2033
Email: dbonomo123@gmail.com
About Englewood Women's Services
Englewood Women's Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 17-20259) on May 18,
2017. Steven C. Brigham, M.D., manager, signed the petition.
At the time of the filing, the Debtor estimated less than $50,000
in assets and less than $100,000 in liabilities.
ENID LAKESIDE: Plan Exclusivity Period Extended Until July 10
-------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi extended the exclusive period
during which only Enid Lakeside Grocery, LLC is authorized to file
a Plan of reorganization for a period of 45 days or until July 10,
2017.
About Enid Lakeside Grocery
Enid Lakeside Grocery, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Miss. Case No. 17-10248) on Jan. 25, 2017. The
Petition was signed by Lawrence T. Moore, managing member. The
Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC. At the time of filing, the Debtor had estimated
both assets and liabilities ranging from $100,000 to $500,000.
The case is assigned to Judge Jason D. Woodard.
ENRON CORP: Former Unit Seeks Fees in $21M Nigeria Row
------------------------------------------------------
Bryan Koenig, writing for Bankruptcy Law360, reports that Enron
Nigeria Power Holding Ltd. pushed for approximately $280,000 in
fees and costs for Kenneth R. Barrett, the Texas attorney who
helped the Company win $21 million in a contract breach arbitration
against the Nigerian government in April 2017.
Enron Nigeria, a former unit of Enron Corp., asserted that
$276,752.64 in attorneys’ fees and $4,025.69 in costs was
well-earned by Mr. Barrett, Texas attorney Kenneth R. Barrett,
Law360 relates.
The case is Enron Nigeria Power Holding Ltd. v. Federal Republic of
Nigeria, case number 1:13-cv-01106, in the U.S. District Court for
the District of Columbia.
About Enron Corp.
Enron Corporation (former New York Stock Exchange ticker symbol
ENE) was an American energy, commodities, and services company
based in Houston, Texas. Before its collapse and bankruptcy in
2001, Enron employed approximately 20,000 staff and was one of the
world's major electricity, natural gas, communications, and pulp
and paper companies, with claimed revenues of nearly $111 billion
during 2000.
Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.
Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case. The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.
The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004. After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose. ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.
ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.
ERNA SCHULTZ: Hires Anthony A. Frigo as Counsel
-----------------------------------------------
The Erna Schultz Trust seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ the Law
Offices of Anthony A. Frigo, as counsel to the Debtor.
Erna Schultz requires Anthony A. Frigo to:
a. give the Debtor legal advice with respect to its duties and
powers in this case;
b. prepare all papers and legal documents required to be filed
in connection with the bankruptcy proceeding;
c. negotiate with creditors;
d. pursue existing litigation;
e. assist the Debtor in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtor, the operation of the Debtor's affairs and any
other matter relevant to the case or the formation of the
plan;
f. participate with the Debtor with the formulation of a plan;
and
g. perform such other legal services as may be required and in
the interest of the creditors.
Anthony A. Frigo will be paid at the hourly rate of $300. Anthony
A. Frigo will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anthony A. Frigo, owner of the Law Offices of Anthony A. Frigo,
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.
Anthony A. Frigo can be reached at:
Anthony A. Frigo, Esq.
LAW OFFICES OF ANTHONY A. FRIGO
175 Strafford Ave., Suite One
Wayne, PA 19087
Tel: (610) 272-8644
About Erna Schultz Trust
Headquartered in West Chester, Pennsylvania, the Erna Schultz Trust
is engaged in the business of renting and development of real
estate. The Erna Schultz Trust filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 17-14137) on June 14, 2017,
estimating its assets and liabilities at up to $50,000. Anthony A.
Frigo, Esq., at The Law Offices of Anthony A. Firgo, serves as the
Debtor's bankruptcy counsel. No trustee or committee of unsecured
creditors has been designated to date in this bankruptcy case.
FAUSER OIL: Committee Hires Cutler Law as Associate Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Fauser Oil Co.,
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Iowa to retain Cutler Law Firm, P.C.,
as associate counsel to the Committee.
The Committee requires Cutler Law, as associate counsel working
with Pepper Hamilton LLP, to:
a. administer the bankruptcy cases and the exercise of
oversight with respect to the Debtors' affairs, including
all issues in connection with the Debtors, the Committee,
or the Chapter 11 cases;
b. prepare on behalf of the Committee of necessary
applications, motions, memoranda, orders, reports and other
legal papers;
c. appear in the bankruptcy court, participate in litigation
as a party-in-interest, and attend at meetings to represent
the interest of the Committee;
d. communicate with the Committee's constituents and others at
the direction of the Committee in furtherance of its
responsibilities, including, but not limited to,
communications required under Section 1102 of the
Bankruptcy Code; and
e. perform all of the Committee's duties and powers under the
Bankruptcy Code and the Bankruptcy Rules and the
performance of such other services as are in the interest
of those represented by the Committee.
Cutler Law will be paid at the hourly rate of $285. Cutler Law
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Robert C. Gainer, partner of Cutler Law Firm, 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 (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 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 Debtors, or for any other
reason.
Cutler Law can be reached at:
Robert C. Gainer, Esq.
CUTLER LAW FIRM, P.C.
1307 50th St.
West Des Moines, IA 50266
Tel: (515) 223-6600
About Fauser Oil Co., Inc.
Elgin, Iowa-based Fauser Energy Resources, Inc. --
http://www.fauserenergy.com/-- supplies and delivers propane and
fuel products to residential and commercial customers throughout
the Midwest region of the U.S.
Fauser Oil Co. Inc., Fauser Energy Resources Inc., Fauser Transport
Inc. and Ron's L.P. Gas Service LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 17-00466)
on April 24, 2017. Paul Fauser, president, signed the petition.
At the time of the filing, Fauser Energy estimated its assets and
debts at $1 million to $10 million.
Judge Thad J. Collins presides over the case.
Sweet DeMarb LLC serves as counsel to the Debtors, with the
engagement led by James D. Sweet, Esq. and Rebecca R. DeMarb, Esq.
Yara El-Farhan Halloush, Esq. of Halloush Law Office, P.C., is the
Debtors' local co-counsel.
On May 12, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors for Fauser Oil. No
creditors' committee has been appointed for the other Debtors. The
Fauser Oil Committee retained Pepper Hamilton as legal counsel. The
Committee hired Cutler Law Firm, P.C., as associate counsel.
FINTUBE LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fintube, LLC
dba Kentube
555 W 41st Street
Tulsa, OK 74107
Business Description: Fintube, LLC --
http://www.fintubellc.com/about.htm--
manufactures and markets heat recovery
units. Headquartered in Tulsa, OK, the
Company's products include plain and
enhanced ERW boiler tubes, finned and
studded tubes and custom engineered heat
recovery units including boiler feed-water
economizers, tubular air pre-heaters, waste
heat recovery units and other heat
exchangers. The Company has manufacturing
locations in Tulsa, OK and Monterrey, MX.
Chapter 11 Petition Date: June 27, 2017
Case No.: 17-11274
Court: United States Bankruptcy Court
Northern District of Oklahoma (Tulsa)
Judge: Hon. Terrence L. Michael
Debtor's Counsel: Sam G. Bratton, II, Esq.
DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P.
Two West Second Street, Suite 700
Tulsa, OK 74103-3117
Tel: 918 582-1211
Fax: 918-925-5215
E-mail: sbratton@dsda.com
Debtor's
Financial
Advisor: Bruce Jones
CLEARRIDGE, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Michael Mann, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/oknb17-11274.pdf
FIRST NBC BANK: Hires Phelps Dunbar as Special Counsel
------------------------------------------------------
First NBC Bank Holding Company filed an ex parte application to the
U.S. Bankruptcy Court for the Eastern District of Louisiana,
seeking authority to employ Phelps Dunbar, LLP as special counsel,
nunc pro tunc to June 1, 2017.
The Debtor proposed to retain Phelps Dunbar as special counsel to
assist with the final disposition of the Debtor's 401k plan and
employee stock ownership plan currently maintained by the Debtor,
including any incidental compensation or benefit matters.
Phelps Dunbar will be paid at these hourly rates:
Jane E. Armstrong (Partner) $370
Alex Glasser (Associate) $230
Paraprofessionals $100
Phelps Dunbar will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Phelps Dunbar estimated that costs for terminating the Debtor's
401k plan, will range between $45,000-$50,000, substantially all of
which may be paid from the plan's assets. Of that total, it is
expected that approximately $8,000-$10,000 will represent
attorneys' fees.
Jane E. Armstrong, partner of Phelps Dunbar, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Phelps Dunbar can be reached at:
Jane E. Armstrong
PHELPS DUNBAR LLP
365 Canal St #2000
New Orleans, LA 70130
Tel: (504) 566-1311
E-mail: jane.armstrong@phelps.com
About First NBC Bank Holding
First NBC Bank Holding Company -- http://www.firstnbcbank.com/--
is a bank holding company, headquartered in New Orleans, Louisiana,
which offers a broad range of financial services through its
wholly-owned banking subsidiary, First NBC Bank, a Louisiana state
non-member bank.
First NBC Bank's primary market is the New Orleans metropolitan
area and the Florida panhandle. It serves its customers from its
main office located in the Central Business District of New
Orleans, 38 full service branch offices located throughout its
market and a loan production office in Gulfport, Mississippi.
First NBC Bank sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The
petition was signed by Lawrence Blake Jones, chief restructuring
officer. The Debtor disclosed $6 million in assets and $65 million
in liabilities as of May 10, 2017.
The bankruptcy filing follows the appointment of the Federal
Deposit Insurance Corporation as receiver of First NBC Bank, the
Debtor's wholly owned subsidiary and principal asset, on April 28,
2017, for which the Debtor has previously announced that it does
not expect any recovery.
The case is assigned to Judge Elizabeth W. Magner. Steffes,
Vingiello & McKenzie, LLC is the Debtor's bankruptcy counsel.
On May 18, 2017, the U.S. Trustee for Region 5 appointed an
official committee of unsecured creditors. Jeffrey D. Sternklar
LLC is the committee's legal counsel.
No trustee or examiner has been appointed or designated in the
case.
FLOUR CITY BAGELS: July 5 Hearing on 2nd Amended Plan Disclosures
-----------------------------------------------------------------
A motion seeking approval of a disclosure statement -- along with a
number of related forms of relief -- was filed by Flour City
Bagels, LLC on June 12, 2017. Judge Paul R. Warren of the U.S
Bankruptcy Court for the Western District of New York heard lengthy
argument on the issue of the adequacy of the Plan Proponents'
Second Amended Disclosure Statement on June 22, 2017. The hearing
lasted into the early evening. While many of the objections raised
by the U.S. Trustee were resolved, not all objections were
resolved.
The Plan Proponents indicated that they would file a "Modified
Second Amended Disclosure Statement"--and any other documents
described in the motion at issue--on or before June 28, 2017. There
remain unresolved objections that the parties expect to press and
the Court expects to resolve at the continued hearing.
Judge Warren directs that the continued hearing on the adequacy of
the (anticipated) "Modified Second Amended Disclosure Statement"
and the other forms of relief sought by the Plan Proponents in the
motion will be held on July 5, 2017, at 1:00 p.m. EDT.
The parties are also directed to file and also provide chambers
with a "joint agenda" of the issues in dispute--if any--by 12:00
noon EDT on July 5, 2017, which agenda will be used by the Court to
address each contested issue.
A full-text copy of Judge Warren's Order is available at:
http://bankrupt.com/misc/nywb2-16-20213-959.pdf
About Flour City Bagels
Headquartered in Fairport, New York, Flour City Bagels, LLC,
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, it opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. It employs 425 people.
Flour City Bagels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debt in the range of $10 million
to $50 million. Kevin Coyne, the manager, signed the petition.
Judge Paul R. Warren is assigned to the case.
The Debtor is represented by Stephen A. Donato, Esq., and Camille
W. Hill, Esq., at Bond, Schoeneck & King, PLLC, and Harry W.
Greenfield, Esq., Jeffrey Toole, Esq., and Heather E. Heberlein,
Esq., at Buckley King.
The Debtor retained Phoenix Management Services, LLC, as financial
advisor; Phoenix Capital Resources as investment banker; Insero &
Co. CPAs, LLP, as accounting services provider; and Kittel
Branagan
& Sargent as tax consultant.
The official committee of unsecured creditors hired Gardere Wynne
Sewell LLP as bankruptcy counsel, Gordorn & Schaal, LLP as local
counsel, and Corporate Recovery Associates, LLC, as business and
financial advisor.
No trustee or examiner has been appointed in the case.
On Dec. 20, 2016, a group of creditors led by United Capital
Business Lending Inc. filed their proposed plan of reorganization
for the Debtor. On the same date, Canal Mezzanine Partners II, LP,
and MRM Real Estate Fund I, LLC, proposed their plan of sale and
subsequent liquidation for the company.
FOUNDATION HEALTHCARE: Needs $1.3M Financing, Use Cash Collateral
-----------------------------------------------------------------
Foundation Healthcare, Inc. and University General Hospital, LLC
seek authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to obtain secured post-petition financing (a) up
to $450,000 in postpetition financing on an interim basis, and (b)
up to an aggregate total amount of $1,250,000 in post-petition
financing on a final basis.
The Debtors also seek the Court's approval of the postpetition
financing promissory note payable to Texas Capital Bank, National
Association, as administrative agent, pursuant to the terms of the
Interim Order or the Final Order. In addition, the Debtors seek
authorization from the Court to use cash collateral.
The Debtors' estimated 12-week wind down budget for the period of
June 16, 2017 through September 8, 2017 reflects total cash
disbursements of approximately $1,629,839.
The Debtors have an immediate need for the proposed DIP Financing
and use of cash collateral in order to fund their business
operations and administer and preserve the value of their
respective estates. The ability of the Debtors to immediately
obtain sufficient working capital and liquidity through the DIP
Financing and use of cash collateral is vital to the preservation
and maximization of the value of the Debtors' assets and
properties, which are necessary to avoid immediate and irreparable
harm to the Debtors and their estates.
As of the Petition Date, Texas Capital Bank, National Association,
as administrative agent, has asserted that the aggregate amount of
not less than $6,284,895 was due and owing by Foundation Healthcare
to the Prepetition Lenders pursuant to that certain Credit
Agreement among Foundation Healthcare and Prepetition Lenders. In
addition, Texas Capital Bank has asserted that the aggregate amount
of not less than approximately $7,622,000 was due and owing by
University General Hospital to the Prepetition Lenders under the
Intercompany Indebtedness Documents.
The Debtors are also party to those certain equipment lease
agreements with First Financial Corporate Leasing, LLC, Med One
Capital Funding, LLC, and Toshiba American Medical Credit, a
program of Toshiba America Medical Systems, Inc. whereby the
Debtors leased certain medical equipment. As of the Petition Date,
University General Hospital owed an aggregate of $2,359,859 and
Foundation Healthcare owes an aggregate of approximately $80,000
under the Equipment Leases.
The material provisions of the proposed debtor-in-possession
financing, among other things, are:
A. DIP Lenders or Lenders: Texas Capital Bank, National
Association, INTRUST Bank and LegacyTexas Bank.
B. Aggregate Commitment: A maximum amount of up to $1,250,000 or
such other amount as provided in the DIP Financing Documents.
C. Interest: The DIP Financing will bear interest at a
non-default rate of 6% per annum. After the occurrence of an Event
of Default, the DIP Financing will bear interest at a rate equal to
10% per annum.
D. Purpose: Borrowings under the DIP Agreement may be used
solely for the purposes, and only up to the respective aggregate
amount of disbursements set forth in the Budget for any week during
the term of the Interim Order, subject to the Permitted Variance.
E. Priority and Liens: To secure the DIP Financing, Texas
Capital Bank, for and on behalf of the DIP Lenders, will be granted
priming, first priority, continuing, valid, binding, enforceable,
non-avoidable, and automatically perfected post-petition liens and
security interests in and on all of the Debtors' and the bankruptcy
estates' real and personal property, including all proceeds,
products, rents, revenues and profits thereof. In addition, Texas
Capital Bank will be granted a super-priority administrative claim
with priority equivalent to a claim under section 364(c)(1) of the
Bankruptcy Code in an aggregate amount equal to the Interim DIP
Financing.
F. Application of Proceeds of Collateral: The Debtors
acknowledge and agree that substantially all of their assets are
subject to the Prepetition Liens. Texas Capital Bank, as
Prepetition Agent has objected and does not consent to the Debtors'
use of the Prepetition Collateral, including cash collateral. The
DIP Agent and the Prepetition Agent have stipulated and agreed to
the Debtors' use of the proceeds of the DIP Financing and Cash
Collateral, respectively, during the term of the Interim Order
exclusively in accordance with the terms, conditions and
limitations set forth in the Interim Order, the budget, and the
Postpetition Financing Documents.
G. Adequate protection: Texas Capital Bank, as the Prepetition
Agent, for and on behalf of the Prepetition Lenders, will be
granted valid, perfected, first-priority additional and replacement
security interests in and liens upon all of the Debtors' right,
title and interest in, to, and under all assets in which the
Prepetition Lenders hold validly perfected liens as of the Petition
Date, and all of the Debtors' now owned and after-acquired real and
personal property, including the proceeds thereof. In addition to
its Replacement Liens, the Prepetition Agent, will have an allowed
superpriority administrative expense claim, which Adequate
Protection Super-Priority Claim will have priority over all other
costs and expenses of administration of any kind.
H. Maturity Date: The calendar date which is the earliest of:
(a) the Final Hearing;
(b) September 8, 2017;
(c) the occurrence of an Event of Default under the Interim
Order or the Postpetition Financing Documents;
(d) the sale of all or substantially all assets of the
Debtors; or
(e) confirmation of a chapter 11 plan in these Cases.
A full-text copy of the Debtor's Motion, dated June 22, 2017, is
available at http://tinyurl.com/y8l9s5l3
A copy of the Debtor's Budget is available at
http://tinyurl.com/y7s27ode
About Foundation Healthcare
University General Hospital is a 69-bed health care facility
located at 7501 Fannin Street, Suite 100 Houston, TX 77054-1953.
Prior to its closure in January 2017, University General Hospital
offered a full array of equipment and services including inpatient
and outpatient medical treatments and surgeries.
Foundation Healthcare, a publicly traded Oklahoma corporation, was
in the business of owning and managing facilities which operated in
the surgical segment of the healthcare industry. Foundation
Healthcare has ceased to conduct business operations and has no
employees. Foundation Healthcare currently only has a contracted
interim Chief Financial Officer and a contracted Chief
Restructuring Officer, and one part time assistant.
University General Hospital previously sought bankruptcy protection
(Bankr. S.D. Tex. Case No. 15-31097) on Feb. 27, 2015.
University General Hospital, LLC, formerly doing business as
University General Hospital, LP, doing business as Foundation
Surgical Hospital of Houston and its affiliate Foundation
Healthcare, Inc., filed Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 17-42570 and 17-42571) on June 21, 2017. The petitions were
signed by Richard Zahn, manager.
Hon. Russell F. Nelms presides over University General Hospital
chapter 11 case, and Hon. Mark X. Mullin is assigned to Foundation
Healthcare's case.
The Debtors are represented by Vickie L. Driver, Esq. at Husch
Blackwell LLP.
At the time of filing, the Debtors estimated assets and
liabilities, as follows:
Estimated Estimated
Assets Liabilities
--------- -----------
University General $1M-$10M $10M-$50M
Foundation Healthcare $1M-$10M $1M-$10M
GARDENS REGIONAL: DHCS Entitled to Recoup HQA Payments
------------------------------------------------------
Bankruptcy Judge Ernest M. Robles for the U.S. Bankruptcy Court for
the Central District of California issued a Memorandum of Decision
denying the Motion filed by Gardens Regional Hospital and Medical
Center, Inc., seeking to compel the California Department of
Healthcare Services (the "DHCS") to turnover withheld funds.
On November 20, 2014, the Debtor entered into a Medi-Cal Provider
Agreement with the DHCS. The Debtor provided healthcare to
Medi-Cal beneficiaries on a fee-for-service basis, and as a result
was entitled to receive Medi-Cal fee-for-service payments. The
Debtor was also entitled to receive supplemental quality assurance
payments on account of certain services provided to Medi-Cal
beneficiaries.
However, on March 2, 2015, the Debtor stopped paying its quarterly
Hospital Quality Assurance Fees, and as of June 6, 2016, the date
of the filing of the Chapter 11 petition, the Debtor's unpaid HQA
Fees equaled $699,173. To recover the unpaid prepetition HQA Fees,
the DHCS began withholding, subsequent to the petition, 20% of the
Medi-Cal Payments owed to the Debtor, and an unspecified percentage
of the Supplemental HQA payments owed to the Debtor.
By July 18, 2016, the DHCS had recovered the aggregate sum of
$699,173 in prepetition HQA Fee debt as a result of the
withholding. However, the DHCS continued the withholding because
the Debtor failed to pay the HQA Fees that came due post-petition.
Throughout the course of the Debtor's case, the DHCS has withheld a
total of approximately $4,306,426 from Supplemental HQA Payments
and Medi-Cal Payments owed the Debtor, and has applied the withheld
funds to unpaid HQA Fees. The DHCS contended that, even after the
withholding, the Debtor's HQA Fee delinquency totaled $2,550,667.
The Debtor argued that the DHCS's withholding was a setoff, that
the department has willfully violated the automatic stay by failing
to obtain stay-relief before effectuating the setoff, and that the
department could not have effectuated the setoff even if it had
obtained stay-relief because the Bankruptcy Code does not permit
post-petition obligations to be setoff against pre-petition debt.
Accordingly, the Debtor sought for an order compelling the return
of the approximately $4.3 million in funds that the DHCS withheld.
The DHCS argued that it was authorized to withhold the funds absent
stay-relief under the equitable doctrine of recoupment, on the
grounds that the HQA Fees, Supplemental HQA Payments, and Medi-Cal
Payments all arise from the same transaction.
The Court explained that under the Medicaid program, the cost of
providing healthcare to low-income people is shared between the
state and federal government. States administer the Medicaid
program through their own specific plans. In California, Medicaid
benefits are administered through the California Medical Assistance
Program, more commonly known as Medi-Cal, which is administered by
the California Department of Healthcare Services.
California is generally entitled to be reimbursed by the federal
government for 50% of Medi-Cal costs. To help cover its share of
Medi-Cal costs, California enacted the Medi-Cal Hospital
Reimbursement Improvement Act of 2013. The Act requires most
general acute care hospitals to pay a quarterly Hospital Quality
Assurance Fee which is assessed regardless of whether the hospital
participates in the Medi-Cal program. The HQA Fee allows California
to obtain more healthcare funds from the federal government, which
generally matches state Medi-Cal contributions dollar-for-dollar.
The Court pointed out that the Debtor's obligation to pay HQA Fees
to the DHCS is logically related to the Department's obligation to
make Supplemental HQA Payments to the Debtor. Therefore, the HQA
Fees and Supplemental HQA Payments arise from the same transaction
or occurrence, meaning that the DHCS was entitled to recoup the
unpaid HQA Fees from the postpetition Supplemental HQA Payments
that it owed to the Debtor.
The Court concluded that the principle of equitable recoupment
permits the State of California to withhold a percentage of
Medi-Cal payments and supplemental hospital quality assurance
payments owed to the Debtor, for the purpose of recovering unpaid
hospital quality assurance fees that the Debtor was required to pay
to the State under the Medi-Cal Hospital Reimbursement Improvement
Act of 2013. Because the Debtor's and the State's respective
obligations arise from the same transaction or occurrence, the
Court finds that the State's withholding was a permissible
recoupment.
A full-text copy of the Memorandum of Decision dated June 21, 2017,
is available at https://is.gd/z9XWPx from Leagle.com.
About the Hospital
Gardens Regional Hospital and Medical Center, Inc., formerly known
as Tri-City Regional Medical Center, doing business as Gardens
Regional Hospital and Medical Center leases a 137- bed, acute care
hospital doing business at 21530 South Pioneer Boulevard, Hawaiian
Gardens, Los Angeles, California. It provides a full range of
inpatient and outpatient services, including, but not limited to,
medical acute care, general surgical services, bariatric surgery
services (for weight loss), spine surgery services, orthopedic and
sports medicine and joint replacement services, wound care and pain
management services, physical therapy, respiratory therapy,
outpatient ambulatory services, diagnostic services, radiology and
inpatient/outpatient imaging services, laboratory and pathology
services, geriatric services, and community wellness and education
programs.
Gardens Regional filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 16-17463) on June 6, 2016, estimating its assets
between $1 million and $10 million, and liabilities between $10
million and $50 million. The petition was signed by Brian Walton,
chairman of the Board. Judge Ernest M. Robles presides over the
case. Samuel R Maizel, Esq., and John A Moe, Esq., at Dentons US
LLP, serve as the Debtor's bankruptcy counsel.
GENERAL MOTORS: Can Be Slapped with Non-Switch Claims, Court Says
-----------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that U.S.
Bankruptcy Judge Martin Glenn determined that the postbankruptcy
version of General Motors, commonly referred to as New GM, cannot
use the "free and clear" sale provisions in its agreement to
purchase the assets of its predecessor to avoid claims over a
failure to issue a recall or warn about alleged vehicle defects
other than its well-known ignition switch problems.
Law360 relates that Judge Glenn specifically found that
"non-ignition switch plaintiffs" may bring claims against New GM
based solely on the company's wrongful conduct after the close of
the 2009 bankruptcy sale.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts. Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company. GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors. GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group LLP.
Garden City Group is the claims and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis &
Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee. Legal
Analysis Systems, Inc., served as asbestos valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
GOD'S HOUSE OF REFUGE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of God's House of Refuge Christian
Center, Inc. as of June 26, according to a court docket.
About God's House of Refuge
Christian Center Inc.
God's House of Refuge Christian Center, Inc., operates a church and
office center in Cocoa, Florida.
God's House of Refuge Christian Center sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-03291) on May 19, 2017. Byron Jones, president, signed the
petition. At the time of the filing, the Debtor estimated its
assets and debts at $1 million to $10 million. The Debtor hired
Raymond J. Rotella, Esq. at Kosto & Rotella P.A. as its legal
counsel.
GYMBOREE CORP: Hahn & Hessen to Represent Creditors' Committee
--------------------------------------------------------------
Hahn & Hessen LLP on June 27, 2017, disclosed that its bankruptcy
and restructuring practice group has been selected to represent the
Official Committee of Unsecured Creditors in the Chapter 11 case of
The Gymboree Corporation and its subsidiaries. The selection is
pending the approval of the U.S. Bankruptcy Court for the Eastern
District of Virginia. Members of the Creditors' Committee include:
Hansoll Textile Ltd., Li & Fung Centennial Pte Ltd., Simon Property
Group, Inc., Preit Services, LLC, Hutchin Hill Capital Primary
Fund, Ltd, GGP, Inc., and Deutsche Bank Trust Company Americas
Trust and Security Services, as Indenture Trustee.
Gymboree operates approximately 1,300 retail stores specializing in
children's apparel in all 50 states, Canada and Puerto Rico, as
well as international franchise stores in the Middle East, Asia
Pacific and Latin America. The stores operate under their three
brands of Gymboree, Janie & Jack, and Crazy 8, and had annual
revenues of approximately $1.25 billion in FYE 2016 and reported in
excess of $1.2 billion in debt as of the filing date.
About Hahn & Hessen LLP
Founded in 1931, Hahn & Hessen LLP -- http://www.hahnhessen.com--
is a full service commercial firm representing secured lenders,
official and unofficial creditors' committees, equity committees,
employee and retiree committees, investors in distressed
situations, purchasers of assets, debtors and companies,
governmental entities and creditors holding distressed debt in the
negotiation of complex reorganizations. A core area of the Firm's
practice is representing creditors' committees in chapter 11 cases
involving in a variety of industries throughout the country.
About The Gymboree Corp.
The Gymboree Corporation is a children's apparel retailer in North
America, with 1,291 retail stores as of Jan. 28, 2017 operating
under three brands: Gymboree; Janie & Jack (a higher-end offering
launched in 2002); and Crazy 8 (a value-oriented line launched in
2007). The Company operates online stores at
http://www.gymboree.com/, http://www.janieandjack.com/and
http://www.crazy8.com/
In October 2010, Gymboree was acquired by Bain Capital Private
Equity, LP and certain of its affiliated investment funds or
investment vehicles managed or advised by it -- Sponsor -- for
approximately $1.8 billion.
The Gymboree Corp. and seven affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017. James A. Mesterharm, chief restructuring officer,
signed the petitions. The cases are pending before the Honorable
Keith L. Phillips.
Gymboree had $755.5 million in assets and $1.36 billion in total
liabilities as of March 14, 2017.
Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak
Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles
& Olson LLP is the Debtors' special counsel. Lazard Freres & Co.
LLC is the investment banker. AlixPartners, LLP is the
restructuring advisor. Prime Clerk LLC is the claims agent.
Counsel to the Term Loan Agent and the DIP Term Loan Agent are
Milbank, Tweed, Hadley & McCloy LLP; and McGuireWoods LLP.
Rothschild & Co. also serves as advisor to the Term Loan Agent.
Bain Capital Partners is represented by Weil Gotshal & Manges LLP.
Counsel to the DIP ABL Administrative Agent are Morgan, Lewis &
Bockius LLP; and Hunton & Williams LLP.
Counsel to the DIP ABL Term Agent are Choate, Hall & Stewart LLP;
and Whiteford Taylor Preston, LLP.
The indenture trustee for the Debtors' senior unsecured notes is
Deutsche Bank Trust Company Americas.
Counsel to the ad hoc group of senior unsecured noteholders is Akin
Gump Strauss Hauer & Feld LLP.
Judy A. Robbins, U.S. Trustee for Region 4, on June 22, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Gymboree Corp.
HARRINGTON & KING: Needs More Time to Conclude Investor Talks
-------------------------------------------------------------
Harrington & King Perforating Co. and Harrington & King South Inc.
ask the U.S. Bankruptcy Court for the Northern District of Illinois
for a 90-day extension of the period during which the Debtors have
the exclusive right to obtain acceptances of a Chapter 11 plan,
through and including October 4, 2017.
The Debtors claim that they have filed a Consolidated Plan of
Reorganization and Disclosure Statement on April 6, 2017, proposing
a pro-rata payment of unsecured creditors from an escrow account to
be funded by the Reorganized Debtors. The Debtors add that the Plan
was filed within their exclusive plan filing period. Currently, the
Exclusive Acceptance Period expires on July 6, 2017.
The Debtors relate that since the filing of the Plan, the Debtors
and their owners were approached by a group of investors.
Consequently, the Debtors contend that they have spent a
substantial amount of time facilitating the investors' due
diligence by, among other things, participating in multiple
meetings and plant inspections, disclosing financial information,
bankruptcy-related information and other books and records, and
also communicating with the Debtors' major secured creditor, Inland
Bank.
The Debtors tell the Court that the investors have indicated their
intent to purchase all equity in Harrington and King Perforating
Co. and to invest up to $750,000 in new capital into the Debtors'
businesses contingent upon confirmation of a plan of reorganization
satisfactory to the investors and all major creditor
constituencies. As such, the Debtors expect to receive a binding
letter of intent, term sheet or similar document from the investors
within the next week or two.
The Debtors believe that will be able to propose an amended plan
acceptable to all major constituencies considering the change of
ownership of the Debtors and the injection of substantial cash
following confirmation. However, the Debtors assert that they
require additional time and an extension of the Exclusive
Acceptance Period to finalize the agreement with the investors,
complete negotiations with creditors, and prepare amended versions
of the Plan and Disclosure Statement.
The Court will hold a hearing on the Debtors' Motion on July 6,
2017, at 9:30 a.m.
About The Harrington & King Perforating
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing. Most of the work is
done to customer specifications and consists of high value-added
jobs, not typical of most metal punching. The products are used in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7,
2016. The petitions were signed by Greg McCallister, chief
restructuring officer and chief operating officer. The cases are
jointly administered under Case No. 16-15650.
The Debtors each estimated assets and liabilities in the range of
$1 million to $10 million.
The cases are assigned to Judge Deborah L. Thorne.
The Debtors engaged William J. Factor, Esq., at The Law Office of
William J. Factor, Ltd., as bankruptcy counsel. The Debtors tapped
Patricia A. Shlonsky, Esq., and Ulmer & Berne LLP as Special
Counsel; Miles P. Cahill, Esq. at Spiegel & Cahill, P.C. as Special
Workers' Compensation Counsel; Vito Mitria and the Beacon
Management Advisors LLC as Financial Advisor; Larry Goldwasser and
Cushman & Wakefield of Illinois, Inc. as real estate broker.
The Official Committee of Unsecured Creditors of The Harrington &
King Perforating Co., Inc. and Harrington & King South Inc. retains
Thomas R. Fawkes, Esq. and Brian J. Jackiw, Esq. of Goldstein &
McClintock LLLP as its legal counsel. The Committee tapped John B.
Pidcock and Conway MacKenzie, Inc. as its financial advisor.
HELICRAFT HOLDINGS: Taps ERA Lambros as Real Estate Agent
---------------------------------------------------------
Helicraft Holdings, LLC received approval from the U.S. Bankruptcy
Court for the District of Montana to hire ERA Lambros Real Estate
as real estate agent.
The Debtor tapped the firm in connection with the sale of its real
property in Montana. ERA Lambros will receive a commission of 6%
of the sales price.
Julie Gardner, a broker employed with ERA Lambros, disclosed in a
court filing that she and her firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Julie Gardner
ERA Lambros Real Estate
175 Park Avenue
Madison, NJ 07940
Phone: 800-475-1210
About Helicraft Holdings
Helicraft Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 17-60120) on Feb. 28,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., serves as the Debtor's
legal counsel. The Debtor hired Paul Petit, Esq., as special
counsel.
HIGH COUNTRY FUSION: Committee Taps Foley Freeman as Legal Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of High Country
Fusion Co., Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Ohio to hire legal counsel.
The committee proposes to hire Foley Freeman PLLC to, among other
things, assist in its consultations with the Debtor concerning
administration of the bankruptcy case, investigate the Debtor's
financial condition, and participate in the formulation of a
bankruptcy plan.
The standard rate charged by the firm's attorneys is $250 per hour.
Legal assistants charge $60 per hour.
Patrick Geile , Esq., disclosed in a court filing that his firm
does not hold or represent any adverse interest in connection with
the Debtor's case.
Foley Freeman can be reached through:
Patrick J. Geile, Esq.
Foley Freeman, PLLC
953 S. Industry Way
Meridian, ID 83680
Phone: (208) 888-9111
Fax: (208) 888-5130
Email: pgeile@foleyfreeman.com
About High Country Fusion Co.
Based in Fairfield, Idaho, High Country Fusion Co., Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho
Case No. 17-40347) on April 26, 2017. At the time of the filing,
the Debtor estimated its assets and debts at $1,000,001 to
$10,000,000.
The case is assigned to Judge Jim D. Pappas. Cosho Humphrey LLP is
the Debtor's bankruptcy counsel. The Debtor hired Source Capital &
Consulting, LLC as financial advisor.
HIGHGATE LTC: Ch. 11 Trustee Hires SilvermanAcampora as Attorney
----------------------------------------------------------------
Kenneth P. Silverman, the Chapter 11 Successor Plan Trustee of
Highgate LTC Management, LLC, et al., seeks authority from the U.S.
Bankruptcy Court for the Northern District of New York to employ
SilvermanAcampora LLP, as attorney to the Successor Trustee.
By order dated May 24, 2017, the Bankruptcy Court approved a
consent order reopening the Debtors' bankruptcy cases. The Consent
Order provided for the appointment of Mr. Silverman as successor
trustee.
The Debtors filed voluntary petitions under Chapter 11 of the
Bankruptcy Code on April 16, 2007. On May 21, 2007, the U.S.
Trustee appointed Mark I. Fishman, Esq., as the Chapter 11 Trustee
of the Debtor.
The Bankruptcy Court entered an order on August 28, 2008, approving
the sale of the assets of the Debtors to Oasis HC, LLC. The sale
transaction closed on August 30, 2010, and Oasis HC officially
became the owner of the facilities.
The Plan of Liquidation under Chapter 11, which provided for a
small distribution to unsecured creditors, was confirmed by order
of the Court on October 23, 2012. On June 28, 2013, the Final
Decree was entered, the Chapter 11 case was closed, and the First
Trustee was discharged.
In December 2012, negotiations began among the NYS Department of
Health, the New York State Attorney General's Office, the Office of
the Governor of the State of New York, the Division of Budget, and
consultants and attorneys for owners and operators in the nursing
home community in New York relating to a wide scope of issues
including Medicaid reimbursement methodology, pending rate appeals,
pending litigation, and other matters.
In December 2015, these negotiations resulted in an agreement on
these matters which became known as the "Universal Settlement,"
pursuant to which the State agreed to pay total of $850 million to
former and current owners of nursing homes over the course of five
years.
The four Facilities purchased by Oasis HC are entitled to these
amounts over the course of five years:
(i) Diamond Hill Nursing and Rehabilitation - $1,160,493;
(ii) Rosewood Rehabilitation and Nursing Center - $999,377;
(iii) Pathways Nursing and Rehabilitation - $483,455; and
(iv) Crown Center for Nursing and Rehabilitation - $830,882.
The Settlement Agreement indicates that each Facility's allocation
may be subject to claims of former owners and that such claims need
to be resolved with former owners.
Oasis HC has received its first two installments which have been
placed into escrow with the law firm O'Connell & Aronowitz, the
Escrow Agent, pending distribution.
By motion dated February 14, 2017, Oasis HC filed a motion seeking
to reopen the Chapter 11 proceeding pursuant to Section 350(b) of
the Bankruptcy Code in order to allow the Successor Trustee to
discuss and negotiate an allocation of the Universal Settlement as
between the former and current owner of the nursing homes, and any
other interested parties.
By order dated May 24, 2017, the Bankruptcy Court approved the
consent order reopening these cases. The Consent Order provided
for the appointment of Kenneth P. Silverman as Successor Trustee.
The Trustee requires SilvermanAcampora to:
a. assist the Successor Trustee in the orderly administration
of the estate;
b. prepare the necessary motions, applications, orders and
other legal documents required, including to litigate with
regard to determining the monies due to the Debtors' estate
under the Universal Settlement and collecting those funds;
c. file any motions necessary to approve the resolution of any
claims to the proceeds under the Universal Settlement; and
d. review claims filed against the Debtors' estates and,
object to, settling, or compromising such claims.
SilvermanAcampora will be paid at the hourly rate of $125 to $695.
SilvermanAcampora will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Anthony C. Acampora, partner of SilvermanAcampora LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
SilvermanAcampora can be reached at:
Anthony C. Acampora, Esq.
SILVERMANACAMPORA LLP
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753
Tel: (516) 489-6300
About Highgate LTC Management, LLC
Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes. The company and its affiliate, Highgate
Manor Group, LLC, filed for Chapter 11 protection (Bankr. N.D.N.Y.
Lead Case No.07-11068) on April 16, 2007. J. Ted Donovan, Esq., at
Finkel Goldstein Rosenbloom & Nash, LLP, represented the Debtors in
their restructuring efforts.
The U.S. Trustee for Region 2 appointed creditors to serve on an
Official Committee of Unsecured Creditors in the bankruptcy case.
Robert C. Yan, Esq., at Farrel Fritz P.C., represented the
Committee.
The Court appointed Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C., as Chapter 11 Trustee following allegations that
the Debtors violated several health laws and falsified records.
When the Debtors filed for protection from their creditors, they
listed assets of less than $50,000 and debts of between $1 million
and $100 million.
HIS GRACE OUTREACH: Hires Hirshowitz as Real Estate Attorney
------------------------------------------------------------
His Grace Outreach International seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Melvin S. Hirshowitz, Esq., as real estate attorney to the Debtor.
His Grace Outreach requires Hirshowitz to:
a. represent the Debtor in obtaining Attorney General and New
York Supreme Court approval for the sale of the real
property of the Debtor known as 1393 Flatbush Avenue,
Brooklyn, New York 11210;
b. handle all collateral real estate legal issues, including
closing and arranging to clear title, file any appropriate
affidavits; and
c. render all services necessary by an attorney for a seller
in connection with the real estate closing.
Hirshowitz will be paid at the hourly rate of $385. Hirshowitz
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Melvin S. Hirshowitz, Esq., 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.
Hirshowitz can be reached at:
Melvin S. Hirshowitz, Esq.
630 Third Avenue, 18th Floor
New York, NY 10017
Tel: (212) 867-9595
About His Grace Outreach International
His Grace Outreach International, based in Brooklyn, New York,
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40203) on
January 18, 2017. The petition was signed by George Mungai,
president. Judge Elizabeth S. Stong presides over the case. The
Debtor is represented by Robert M. Fox, Esq., at the Law Office of
Robert M. Fox. At the time of the filing, the Debtor said estimated
assets were between $500,000 and $1 million; and estimated assets
liabilities were from $500 million to $1 billion.
HOVNANIAN ENTERPRISES: Unit Launches Notes Tender Offers
--------------------------------------------------------
Hovnanian Enterprises, Inc., announced that its wholly-owned
subsidiary, K. Hovnanian Enterprises, Inc., has commenced tender
offers to purchase for cash any and all of its $75 million
outstanding 10.000% Senior Secured Second Lien Notes due 2018, $145
million outstanding 9.125% Senior Secured Second Lien Notes due
2020 and $577 million outstanding 7.250% Senior Secured First Lien
Notes due 2020 on the terms and subject to the conditions set forth
in an Offer to Purchase and Consent Solicitation Statement, dated
June 26, 2017, and in the related Letter of Transmittal and
Consent. Concurrently with the Tender Offers, and on the terms and
subject to the conditions set forth in the Statement, K. Hovnanian
is soliciting consents of registered holders of each series of
Notes to proposed amendments to (1) the respective indentures
governing those Notes providing for the elimination of most of the
restrictive covenants and certain events of default contained
therein and (2) the Notes Indentures and the respective security
documents providing for the collateral securing such Notes
providing for the release of the collateral securing such Notes.
Holders that tender their Notes must also consent to such proposed
amendments to the relevant Notes Security Documents and the
relevant Notes Indenture in order to tender their Notes. Each
Tender Offer and Consent Solicitation is independent and is not
conditioned upon the other Tender Offers and Consent
Solicitations.
The Tender Offers will expire at 11:59 p.m., New York City time, on
July 24, 2017, unless extended or earlier terminated. Holders of
the Notes must validly tender their Notes at or before 5:00 p.m.,
New York City time, on July 10, 2017, unless extended or earlier
terminated in order to be eligible to receive the applicable Total
Consideration, which includes the applicable Early Tender Payment.
Notes tendered may be withdrawn at any time at or before 5:00 p.m.,
New York City time on July 10, 2017, unless extended, but not
thereafter, unless required by applicable law.
The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn at or before the Early Tender
Deadline and purchased pursuant to the Tender Offers will be as set
forth in the table available at https://is.gd/RCHulW
The Early Tender Payment with respect to a series of Notes is
payable only in respect of Notes of such series tendered with
consents at or before the Early Tender Deadline. Holders validly
tendering Notes of a series after the Early Tender Deadline but at
or before the Expiration Time will be eligible to receive only the
applicable Total Consideration less the applicable Early Tender
Payment amount for such series of Notes. In addition to the Total
Consideration or Tender Offer Consideration, as applicable, all
Holders whose Notes are purchased in the Tender Offers will receive
accrued and unpaid interest in respect of their purchased Notes
from the most recent interest payment date to, but not including,
the payment date for Notes purchased in the Tender Offers.
Subject to the terms and conditions of the Tender Offers being
satisfied or waived, K. Hovnanian will, after the Expiration Time,
accept for purchase all Notes validly tendered at or prior to the
Expiration Time (and not validly withdrawn before the Withdrawal
Deadline). K. Hovnanian will pay the Total Consideration or Tender
Offer Consideration, as the case may be, for, and accrued and
unpaid interest on, the Notes accepted for purchase at the
Acceptance Date on a date that is on or promptly following the
Acceptance Date.
K. Hovnanian's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to each
of the Tender Offers is conditioned upon the satisfaction or waiver
of certain conditions, which are more fully described in the Tender
Offer Documents, including, among others, K. Hovnanian's receipt of
(1) aggregate net cash proceeds from certain privately placed
senior secured indebtedness to fund the aggregate Total
Consideration plus accrued and unpaid interest in respect of all
Notes of each series (regardless of the actual amount of Notes
tendered) and fees and expenses incurred in connection therewith
and (2) each of the Required Consents (as defined in the Statement)
of Holders of the applicable series in respect of the proposed
amendments in the Consent Solicitations.
In no event will this press release, the Tender Offer Documents or
the information contained herein or in the Tender Offer Documents
regarding the proposed financings constitute an offer to purchase
or sell or a solicitation of an offer to sell or buy any of our
securities, including those issued in the proposed new financings.
Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities LLC are serving as dealer managers for
the Tender Offers and the solicitation agents for the Consent
Solicitations. Global Bondholder Services Corporation is serving
as the depositary and the information agent for the Tender Offers
and Consent Solicitations. Any question regarding procedures for
tendering Notes may be directed to Global Bondholder Services by
phone at 866-470-4300 (toll free) or 212-430-3774. Questions
regarding the terms of the Tender Offers and Consent Solicitations
may be directed to Credit Suisse Securities (USA) LLC by phone toll
free at (800) 820-1653 or collect at (212) 325-2476, Citigroup
Global Markets Inc. by phone toll free at (800) 558-3745 or collect
at (212) 723-6106 and J.P. Morgan Securities LLC by phone toll free
at (866) 834-4666 or collect at (212) 834-3424.
About Hovnanian Enterprises
Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia. The Company's homes are marketed and sold under the
trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes,
Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt
Homes. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.
Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015. As of April 30, 2017, Hovnanian had
$2.13 billion in total assets, $2.26 billion in total liabilities
and a total stockholders' deficit of $133.90 million.
* * *
As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'. The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.
Hovnanian carries a 'CCC+' corporate credit rating from S&P Global
Ratings.
In August 2016, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes.
I LOAD: Taps Herzog & Schwartz as Legal Counsel
-----------------------------------------------
I Load, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to hire legal counsel in connection
with its Chapter 11 case.
The Debtor proposes to hire Herzog & Schwartz, P.C. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and assist in the preparation of a plan of reorganization.
David Herzog, Esq., disclosed in a court filing that he and his
firm do not hold or represent any interest adverse to the Debtor or
its bankruptcy estate.
The firm can be reached through:
David R. Herzog, Esq.
Herzog & Schwartz, P.C.
77 West Washington Street, Suite 1400
Chicago, IL 60602
Tel: 312-977-1600
Email: drhlaw@mindspring.com
About I Load Inc.
Based in Des Plaines, Illinois, I Load, Inc. is a trucking company
providing freight transportation services and hauling.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 17-16011) on May 23, 2017. Kinga
Politanska, president, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
Judge LaShonda A. Hunt presides over the case.
IDDINGS TRUCKING: Selling Surplus Equipment for $169K
-----------------------------------------------------
Iddings Trucking, Inc., filed a notice with the U.S. Bankruptcy
Court for the Southern District of Ohio that it is selling its
surplus equipment: (i) 97D 2008 East trailer, SN 1E1D2S2818RF42263,
to AMG Truck & Equipment for $22,500; (ii) 199P 2015 Mac trailer,
SN 558MGAM26FK001050, to Tom Pierce Trucking for $48,000; (iii)
200P 2015 Mac trailer, SN 558MGAM28FK001051, to Tom Pierce Trucking
for $48,000; (iv) 201P 2015 Mack trailer, SN 558MGAM2XFK001052, to
Brian Mounts, doing business as Smiley Trucking, for $45,000; and
(v) 45D 1978 East trailer, SN DS0282870, to Gardner's Custom
Sawing, LLC for $5,100.
The secured creditors of the surplus equipment are the following:
(i) Highway Commercial Services, Inc. for the 97D 2008 East and 45D
1978 East trailers; and (ii) First Neighborhood Bank, Inc. for the
199P 2015 Mac, 200P 2015 Mac, and 201P 2015 Mack trailers.
Highway Commercial is the titled owner of the equipment. The
equipment is being sold with its consent.
The property will be sold for cash. Where no current lien is
listed on the title, the proceeds will be paid to the IRS on the
basis of its federal tax lien.
The Buyers have no relationship to Debtor or the shareholders or
officers of the Debtor. The sales prices were determined to be
fair based on a November 2016 appraisal of the property. All
proceeds of sale will be disbursed to the Secured Creditors
stated.
Any objection to the proposed sale of property must be filed not
later than 10 days from the date of service of the Notice. In the
absence of any objection, the property may be sold without further
notice.
A copy of the written purchase offers attached to the Motion is
available for free at:
http://bankrupt.com/misc/Iddings_Trucking_176_Sales.pdf
The Purchasers can be reached at:
TOM PIERCE TRUCKING
1123 Wolf Creek Road
Fort Gay, WV 25514
Telephone: (304) 501-4422
Facsimile: (304) 501-4433
Cellular: (304) 654-8184
E-mail: nighthawk122460@yahoo.com
Tom Pierce Trucking
Adam Geisler, President
AMG TRUCK & EQUIPMENT SALES
5960 Center Rd
Valley City, OH 44280
Brian Mounts/SMILEY TRUCKING
Telephone: (304) 946-5171
AMG TRUCK & EQUIPMENT SALES
5960 Center Rd
Valley City, OH 44280
GARDNER'S CUSTOM SAWING, LLC
P.O. Box 761
Marietta, OH 45750
Attn: Doug Gardner
Cellular: (740) 516-3440
Counsel for Highway Commercial:
Stuart A. Strasfeld, Esq.
ROTH, BLAIR, ROBERTS, STRASFELD & LODGE, L.P.A.
100 East Federal Street, Suite 600
Youngstown, OH 44503
About Iddings Trucking
Iddings Trucking, Inc., provides commercial trucking services.
Iddings has been in business for more than 50 years; it was
founded
in 1966.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Ohio Case
No. 16-58202) on Dec. 30, 2016. The petition was signed by
George C. Loeber, president. The case is assigned to Judge
Kathryn C. Preston. The Debtor estimated assets and
liabilities at $1 million to $10 million.
The Debtor is represented by John W. Kennedy, Esq. and Myron N.
Terlecky, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co.,
LPA. The Debtor employed Mulligan, Topy & Co. as accountant.
No trustee, examiner or statutory committee has been appointed in
the Debtor's case.
IMPLANT SCIENCES: Court OKs $55M Deal with DMRJ Group, et al.
-------------------------------------------------------------
Vince Sullivan of Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon has approved a settlement requiring a $46
million payment from Implant Sciences to DMRJ Group LLC, Montsant
Partners LLC and Platinum Partners Value Arbitrage Fund LP to
settle these prepetition lenders' claims. An additional $9 million
will be set aside in an escrow account to be used to satisfy
potential claims against the lenders by an insurance firm, the
report adds.
About FIAC Corp.
fka 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 in Boston; and Mark
Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware. The
Equity Committee tapped FTI Consulting, Inc., as financial advisor.
The Committee also hired Higgs & Johnson to serve as its special
counsel.
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.
IRASEL SAND: Texas Court Dismisses Chapter 11 Case
--------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas dismissed Irasel Sand, LLC's Chapter 11 case,
after determining that the Debtor failed to obtain a final
agreement on post-petition financing and use of cash collateral.
The Court satisfied the due process requirement under the
particular circumstances in this case. On May 18, 2017, the Court,
on the record, apprised the Debtor that it would dismiss the entire
case if it were unable to obtain final agreements on post-petition
financing and the use of cash collateral. The Court then gave the
Debtor 13 days to reach agreement on these issues -- a deadline
which was reasonable given that the Debtor had already had ample
time to negotiate final post-petition and cash collateral
agreements with Carousel. On May 30, 2017, the parties returned to
court, and proposed counsel for the Debtor informed the Court that:
"There is not an agreement with Carousel [or an alternate lender]
as to cash collateral or DIP financing, Your Honor." Thus, having
given the Debtor notice, time to reach an agreement with its
existing DIP lender or with another lender, and a hearing to
respond, the Court satisfied the due process requirements of
section 1112(b).
Having satisfied due process considerations, the Court turned to
the issue of whether it should dismiss this case. It will do so if
the two prongs of section 1112(b)(4)(A) are satisfied. First,
there must be a substantial or continuing loss to the estate; and
second, there must be no likelihood of rehabilitation. section
1112(b)(4)(A). To avoid dismissal under this section, "[c]ourts
usually require the debtor do more than manifest unsubstantiated
hopes for a successful reorganization."
Here, the Debtor's woeful financial performance and poor
financial condition, plus its current lack of post-petition
financing and inability to use cash collateral, convinces this
Court that there is a substantial or continuing loss to the estate,
and there is no likelihood of a successful rehabilitation.
Considering the totality of the circumstances and having satisfied
the two prongs section 1112(b)(4)(A Judge Bohm ruled that the case
should be dismissed because of the substantial or continuing loss
to the Debtor's estate and the absence of a reasonable likelihood
of the Debtor's rehabilitation.
A full-text copy of Judge Bohm's Memorandum Opinion is available
at:
http://bankrupt.com/misc/txsb17-31148-195.pdf
About Irasel Sand LLC
Irasel Sand, LLC is a Texas limited liability company, organized
in
2014 as a joint venture between Irabel, Inc. and Select Sand LLC.
Irasel Sand, LLC filed a Chapter 11 petition (Bankr. S.D. Tex.
Case
No. 17-31148) on February 27, 2017. The petition was signed by
Louis R. Butler, managing member. At the time of filing, the
Debtor estimated both assets and liabilities to be between $1
million and $10 million each.
The case is assigned to Judge Jeff Bohm. The Debtor is represented
by Sean B Davis, Esq. at Winstead PC.
J CREW GROUP: Releases Early Results of Exchange Offer
------------------------------------------------------
J.Crew Group, Inc. disclosed the early tender results for its
private offer to certain eligible noteholders to exchange any and
all of the outstanding $566.5 million aggregate principal amount of
7.75%/8.50% Senior PIK Toggle Notes due 2019 (CUSIP Nos 16961UAA4
and U1680U AA3, ISIN Nos US16961UAA43 and USU1680UAA35) issued by
Chinos Intermediate Holdings A, Inc., a direct wholly-owned
subsidiary of Chinos Holdings, Inc., the ultimate parent of the
Company, for newly issued:
(i) 13% Senior Secured Notes due 2021 in an aggregate
principal amount of up to $250 million to be issued by
J.Crew Brand, LLC and J.Crew Brand Corp., both wholly-
owned subsidiaries of the Company;
(ii) shares of Parent's 7% non-convertible perpetual preferred
stock, series A, no par value per share, with an aggregate
initial liquidation preference of up to $190 million; and
(iii) shares of Parent's class A common stock, $0.00001 par
value per share, representing up to approximately 15% of
the common equity of Parent;
in each case, upon the terms and conditions set forth in
the Confidential Offering Memorandum and Consent Solicitation
Statement, dated June 12, 2017.
According to information provided by D.F. King & Co., Inc., the
exchange agent and information agent for the Exchange Offer, as of
5:00 p.m., New York City time, on June 23, 2017, the New Securities
Issuers had received tenders from holders of at least $530,472,449
in aggregate principal amount of the Old Notes, representing
approximately 93.6% of the total outstanding principal amount of
the Old Notes.
The foregoing amounts do not include an aggregate of 6% of the
total outstanding principal amount of the Old Notes held by certain
holders, which may be withheld from the Exchange Offer, subject to
the terms of the Restructuring Support Agreement, dated June 12,
2017. In the event those Old Notes are tendered, approximately
99.6% of the total outstanding principal amount of the Old Notes
will have been tendered, and the Exchange Offer will have satisfied
the minimum tender condition of 95%.
Accordingly, the Company also announced the extension of the Early
Deadline to 11:59 p.m., New York City time, on July 10, 2017, which
is the "Expiration Time" for the Exchange Offer and the Consent
Solicitation. Accordingly, all Old Notes tendered at or prior to
the Expiration Time, including those tendered at or prior to the
Early Deadline, will be eligible to receive the Total Exchange
Consideration. All other terms and conditions of the Exchange
Offer and the Consent Solicitation remain unchanged.
The Withdrawal Deadline has expired. Old Notes tendered for
exchange may not be validly withdrawn and consents may not be
revoked, unless the Company determines in the future in our sole
discretion to permit withdrawal and revocation rights.
The Company previously announced that it had received the requisite
consents for approval of the term loan amendment by lenders holding
approximately 88% of the outstanding principal amount of loans
under the Company's term loan agreement. The effectiveness of the
term loan amendment is a condition to the Exchange Offer.
The Old Notes Issuer has received consents sufficient to approve
the proposed amendments to the indenture governing the Old Notes,
and the Old Notes Issuer and the trustee for the Old Notes will
enter into a supplemental indenture containing such proposed
amendments, which amendments will not become operative unless the
Exchange Offer is completed.
Available Documents and Other Details
Documents relating to the Exchange Offer and the Consent
Solicitation will only be distributed to noteholders who complete
and return an eligibility form confirming that they are either a
"qualified institutional buyer" under Rule 144A or not a "U.S.
person" under Regulation S for purposes of applicable securities
laws.
Noteholders who desire to complete an eligibility form should
either visit the website for this purpose at
http://main.dfking.com/jcrew/index.aspor request instructions by
sending an e-mail to jcrew@dfking.com or calling D.F. King & Co.,
Inc., the information agent for the Exchange Offer and the Consent
Solicitation, at 800-714-3306 (U.S. Toll-free) or 212-269-5550
(Collect).
The New Securities will not be registered under the Securities Act
of 1933, as amended, or any other applicable securities laws and,
unless so registered, the New Securities may not be offered, sold,
pledged or otherwise transferred within the United States or to or
for the account of any U.S. person, except pursuant to an exemption
from the registration requirements thereof. Accordingly, the New
Securities are being offered and issued only (i) to "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) and (ii) to non-"U.S. persons" who are outside the United
States (as defined in Regulation S under the Securities Act). Non
U.S.-persons may also be subject to additional eligibility
criteria.
The complete terms and conditions of the Exchange Offer and the
Consent Solicitation are set forth in the informational documents
relating to the Exchange Offer and the Consent Solicitation. This
press release is for informational purposes only and is neither an
offer to purchase or a solicitation of an offer to sell the Old
Notes nor an offer to sell or a solicitation of an offer to
purchase New Securities. The Exchange Offer and the Consent
Solicitation are only being made pursuant to the Offering
Memorandum. The Exchange Offer is not being made to holders of Old
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction.
About J.Crew Group, Inc.
J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories. As of June 26, 2017, the Company operates 277 J.Crew
retail stores, 118 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, and 179 factory stores (including
39 J.Crew Mercantile stores). Certain product, press release and
SEC filing information concerning the Company are available at the
Company's website www.jcrew.com.
For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016.
As of April 29, 2017, J. Crew had $1.28 billion in total assets,
$2.18 billion in total liabilities and a total stockholders'
deficit of $907.02 million.
* * *
As reported by the TCR on June 16, 2017, S&P Global Ratings said it
lowered its corporate credit rating on New York-based J. Crew Group
Inc. to 'CC' from 'CCC-'. The outlook is negative. J. Crew
recently announced an exchange offer for any and all of its
outstanding $566.5 million aggregate principal amount of
7.75%/8.50% senior pay-in-kind (PIK) toggle notes due 2019. The
company is also seeking to amend its term loan agreement. S&P
views the transaction as distressed because the participating note
holders will receive significantly less than par value.
J. Crew carries a 'Caa2' Corporate Family Rating from Moody's
Investors Service. J. Crew's 'Caa2' Corporate Family Rating
reflects its weak operating performance and high debt burden, with
credit agreement debt/EBITDA of 11 times and interest coverage
below 1.0 time, Moody's said.
JACKSON RENTAL: Hires Barfield Salley as Accountant
---------------------------------------------------
Jackson Rental Properties, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Mississippi to employ
Barfield Salley & Associates, PLLC, as accountant to the Debtor.
Jackson Rental requires Barfield Salley to:
a. provide general accounting needs of the Debtor as Debtor-
in-Possession in the bankruptcy case; and
b. perform all other accounting needs which may be necessary,
including to file monthly reports and annual tax returns.
Barfield Salley will be paid at the hourly rate of $195.
Barfield Salley will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ernest E. Seal, member of Barfield Salley & Associates, PLLC,
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.
Barfield Salley can be reached at:
Ernest E. Seal
BARFIELD SALLEY & ASSOCIATES, PLLC
PO Box 1208
Cleveland, MS 38732
Tel: (662) 843-5361
About Jackson Rental Properties, Inc.
Rental Properties, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Minn. Case No. 17-11898) on May 24, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Jeffrey A. Levingston, Esq., Levingston &
Levingston, PA.
JACKSON RENTAL: Hires Levingston & Levingston as Attorney
---------------------------------------------------------
Jackson Rental Properties, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Mississippi to employ
Levingston & Levingston, PA, as attorney to the Debtor.
Jackson Rental requires Levingston & Levingston to perform legal
services for the Debtor in relation to the bankruptcy proceedings.
Levingston & Levingston will be paid at the hourly rate of $250.
Levingston & Levingston will be paid a retainer in the amount of
$10,000. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeffrey A. Levingston, member of Levingston & Levingston, PA,
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.
Levingston & Levingston can be reached at:
Jeffrey A. Levingston, Esq.
LEVINGSTON & LEVINGSTON, PA
PO Box 1327
Cleveland, MS 38732
Tel: (662) 843-2791
About Jackson Rental Properties, Inc.
Rental Properties, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Minn. Case No. 17-11898) on May 24, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Jeffrey A. Levingston, Esq., Levingston &
Levingston, PA.
JEFFERSON COUNTY: Moody's Hikes Rating on Lease Warrants From B1
----------------------------------------------------------------
Moody's Investors Service has upgraded to A3 from Baa3 the rating
on Jefferson County's (AL) $76.7 million in outstanding Series
2003-A and 2004A general obligation limited tax debt, to A3 from
Baa3 the rating on $445.1 million in outstanding limited obligation
school warrants and to Baa2 from B1 on $54.1 million in outstanding
lease revenue warrants issued through the Jefferson County Public
Building Authority. Moody's has also upgraded to A3 from Baa3 the
county's outstanding issuer rating. The issuer rating incorporates
Moody's assessment of the county's implied unlimited general
obligation pledge.
The upgrade of the general obligation limited tax (GOLT) and issuer
ratings reflects the county's improved financial position,
evidenced by the maintenance of strong General Fund cash and
reserve levels as well as continued conservative budgeting
practices and overall prudent fiscal management. The ratings also
reflect a sizeable and regionally significant economic base and
manageable debt burden. Furthermore, the county sewer system has
maintained a stable financial position since its exit from
bankruptcy with solid debt service coverage and net working capital
levels. However, the need for ongoing and substantial rate
increases to fund the system's still large debt obligations remains
a risk and a potential drag on the county's economic base and broad
revenue-raising ability.
The upgrade of the lease revenue debt reflects the essential nature
of the leased assets and consistent annual appropriation of rental
payments. The rating also takes into consideration the 2012
Stipulation and Agreement between the Trustee, Ambac and the
county, in which the parties agreed that Ambac would make partial
debt service payments in certain years, beginning in April 2016
through maturity in 2026. The county's financial position has
improved to the point where it can make the entire debt service
payment each year and it intends to continue to do so through a
pre-payment clause in the 2013 Lease Agreement.
The rating upgrade of the limited obligation school warrants
reflects satisfactory legal protections for warrant-holders, a
limited but dedicated special revenue stream and adequate debt
service coverage. The school warrants are secured by a 1% education
sales and use tax. The A3 rating on the limited obligation school
warrants is capped at the general obligation debt rating.
Rating Outlook
The stable outlook reflects the expectation that Jefferson County
will continue to reinforce its improved financial position through
conservative budgeting, maintenance or growth in reserve levels and
continued implementation of annual sewer system rate increases.
Factors that Could Lead to an Upgrade
Maintenance or growth of reserve and cash levels
Continued track record of financial and economic stability
Decreases in debt burden
Implementation of reserve policies and continued timely financial
reporting
Factors that Could Lead to a Downgrade
Sizeable decreases in reserve or cash levels
Increases in debt burden
Substantial deterioration of overall tax base
Increased likelihood of re-default or another bankruptcy filing
Legal Security
The GOLT Warrants, Series 2003A and 2004A constitute general
obligations of the county for which the full faith and credit are
irrevocably pledged.
The Lease Revenue Warrants, Series 2006 are special obligations of
the Public Building Authority, payable solely from and secured by a
pledge of, the revenues and receipts (rental payments from the
county) derived by the Authority from the leasing of the facilities
(Bessemer Courthouse and Jail). Rental payments from the county are
subject to annual renewal of the lease on each October 1.
The Limited Obligation School Warrants are payable solely from and
secured by a pledge and assignment of the gross proceeds of a 1%
Education Tax (sales tax). The warrants have a closed lien and
benefit from a fully funded Debt Service Reserve Fund. Revenues
received from the 1% Education Tax are collected by County Director
of Revenue and transferred into a segregated Limited Obligation
School Fund
Use of Proceeds
Not applicable.
Obligor Profile
The county is located in the north central portion of the state and
is the most populated county in Alabama. The county's current
population is approximately 659,026.
Methodology
The principal methodology used in the general obligation rating was
US Local Government General Obligation Debt published in December
2016. The principal methodology used in the special tax rating was
US Public Finance Special Tax Methodology published in January
2014. The principal methodology used in the lease rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US State and
Local Governments published in July 2016.
KAPPA DEVELOPMENT: Hires Byrd & Wiser as Counsel
------------------------------------------------
Kappa Development & General Contracting, Inc., seeks authority from
the U.S. Bankruptcy Court for the Southern District of Mississippi
to employ Byrd & Wiser, as counsel to the Debtor.
Kappa Development requires Byrd & Wiser to assist the Debtor in all
phases and aspects concerning the Chapter 11 proceedings.
Byrd & Wiser will be paid at the hourly rate of $300. Byrd & Wiser
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Nicholas Van Wiser, member of Byrd & Wiser, 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.
Byrd & Wiser can be reached at:
Nicholas Van Wiser, Esq.
BYRD & WISER
145 Main Street
Biloxi, MS 39533
Tel: (228) 432-8123
Fax: (228) 432-7029
E-mail nwiser@byrdwiser.com
About Kappa Development & General
Contracting, Inc.
Kappa Development & General Contracting, Inc., based in Gulfport,
MS, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-51155) on June 12, 2017. The Hon. Katharine M. Samson presides
over the case. Nicholas Van Wiser, Esq. at Byrd & Wiser, 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 Randy
Blacklidge, president.
KENDALL KEITH RICHARDS: Transfers of Money Qualify as Disbursement
------------------------------------------------------------------
Kendall Keith Richards operates rental property and a used car
business known as Sundowner Used Auto Sales. On November 16, 2009,
the Richards filed a voluntary Chapter 11 petition. On March, 8,
2011, the Court entered an order confirming a Plan of
Reorganization for the Richards. Mr. Richards attempted to sell
one of the rental properties post-petition and a dispute arose over
payments made to JP Morgan Chase Bank. On September 3, 2014, the
Richards moved to reopen the case in order to file an adversary
proceeding against the Bank. The Court reopened the case on
September 14, 2014. After reopening the case, the Richards were
required to pay quarterly fees pursuant to 28 U.S.C. Section
1930(a)(6). The Richards filed the quarterly disbursement reports,
and the Trustee sent a quarterly invoice to the Richards for
payment. On March 30, 2017, the Trustee moved to dismiss the
case.
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of Virginia denied without prejudice the U.S. Trustee's
motion to dismiss the case.
The Richards assert that the disbursements to NextGear and other
title holders should not be considered in calculating quarterly
fees. The Richards note that, under the terms of their agreement
with NextGear, they possess only the vehicles and NextGear would
possess the titles thereto. They contend that inasmuch as they do
not have title to the vehicles, those pieces of property should not
be deemed part of the estate. The Richards characterize themselves
as merely holding the money from sales in trust until pending
transfer to NextGear, meaning they are mere "custodians" of the
vehicles. They urge the Court to conclude that the amount upon
which disbursements should be based is the difference between what
the customer pays for the vehicle and the amount transferred to
NextGear and not the full disbursement to NextGear.
The Trustee disagrees, asserting that the entirety of the
disbursements to NextGear should be considered in calculating
quarterly fees. The Trustee additionally states that the vast
majority of cases construe the term disbursement broadly to include
all debtor payments. Finally, the Trustee asserts that the issue of
whether the vehicles are property of the estate is irrelevant
inasmuch as quarterly fees are based on disbursements.
Considering the facts presented, Judge Volk finds that the
transfers of money from Mr. Richards to NextGear and other title
holders of vehicles qualify as disbursements for a variety of
reasons. Accordingly, Judge Volk orders that payments made to
NextGear and other title holders of the vehicles Mr. Richards sells
at Sundowner Used Car Lot be defined as disbursements and included
in the calculation of the quarterly fees owed to the U.S. Trustee.
Judge Volk also orders that the outstanding amount of the fees be
remitted to the U.S. Trustee.
Pending the payment of those fees, the Court denies without
prejudice the Trustee's motion to dismiss, with the expectation
that in the event the fees are not paid within 30 days, the Trustee
will present a renewed motion and proposed dismissal order, without
the necessity of a further hearing thereon.
A full-text copy of Judge Volk's Memorandum Opinion and Order is
available at:
http://bankrupt.com/misc/wvsb4-09-40337-251.pdf
Kendall Keith Richards and Angela Leigh Richards dba Sundowner Used
Auto Sales filed for Chapter 11 bankruptcy protection (Bankr.
S.D.W.V. Case No. 09-40337) on November 16, 2009, and is
represented by Joseph W. Caldwell, Esq. of Caldwell & Riffee
KENNETH ROSE: Order Granting Sale of Tennessee Properties Withdrawn
-------------------------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee withdrew his order authorizing the
sale by Kenneth Wayne and Cynthia Ann Rose of real properties
located at 109 Swafford Road, Soddy Daisy, Tennessee, and located
9325 Dayton Pike, Soddy Daisy, Tennessee.
The withdrawn Order approved the sale of the properties free and
clear of any other liens.
It also authorized that after deducting the sales expenses,
property taxes, and realtor's commission on the sale of 109
Swafford, up to $10,000 is to be paid to Community National Bank,
Inc. for the release of their lien on said real property. If there
are any funds available after the payment of the aforementioned
payments, then any balance available will be paid to the Debtors.
It further authorized that after deducting the sales expenses,
property taxes, realtor's commission on the sale of 9325 Dayton
Pike and Community National Bank's lien up to $165,453 plus accrued
interest since Dec. 21, 2017, that up to $15,000 is to be paid to
Community National Bank for the release of their lien on said real
property. If there are any funds available after the payment of
the aforementioned payments, then any balance available will be
paid to the Debtors.
Kenneth Wayne Rose sought Chapter 11 protection (Bankr. E.D. Tenn.
Case No. 12-15103) on Oct. 4, 2012
KITTERY POINT: Taps Marcus Clegg as Legal Counsel
-------------------------------------------------
Kittery Point Partners, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maine to hire legal counsel in connection
with its Chapter 11 case.
The Debtor proposes to hire Marcus Clegg to, among other things,
give legal advice regarding its responsibilities under the
Bankruptcy Code, analyze its cash flow and business operations,
review claims of creditors, and assist in the preparation and
implementation of a plan of reorganization.
Marcus Clegg will be employed under a general security retainer in
the amount of $25,000, which the firm received prior to the
Debtor's bankruptcy filing.
George Marcus, Esq., president of Marcus Clegg, disclosed in a
court filing that he and his firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
George J. Marcus, Esq.
Marcus Clegg
One Canal Plaza, Suite 600
Portland, ME 04101-4102
Tel: (207) 828-8000
Email: bankruptcy@marcusclegg.com
About Kittery Point Partners
Kittery Point Partners, LLC is a Delaware limited liability company
with its principal place of business in Maine. It owns real estate
on Kittery Point, Maine.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Maine Case No. 17-20316) on June 22, 2017. Tudor
Austin, manager, signed the petition.
At the time of the filing, the Debtor estimated $1 million to $10
million in assets and less than $1 million in liabilities.
Judge Michael A. Fagone presides over the case.
LE-NATURE'S INC: 3rd Circ. Upholds Lower Court Order on Podlucky
----------------------------------------------------------------
Dan Packel, writing for Bankruptcy Law360, reports that the U.S.
Court of Appeals for the Third Circuit upheld U.S. District Judge
Alan N. Bloch's decision in refusing to reduce the prison sentence
of Le-Nature's Inc. former CEO Gregory J. Podlucky, who in 2011
pled guilty in connection to a $660 million swindle of banks and
investors.
The case is U.S. v. Podlucky et al., case number 17-1569, in the
U.S. Court of Appeals for the Third Circuit.
About Le-Nature's Inc.
Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks. Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.
On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations. Within several days, Kroll
uncovered massive fraud at Le-Nature's. On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.
Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006. Kroll converted the proceedings from
Chapter 7 to Chapter 11.
On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.
The Debtors' cases were jointly administered. The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.
Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts. The Court
appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors. Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq., at
Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.
On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.
LITHO-TECH: Court OKs Disclosures, Confirms Plan of Liquidation
---------------------------------------------------------------
The Hon. Kathleen C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has approved on a final basis Litho-Tech,
Inc.'s disclosure statement dated April 7, 2017, and confirmed the
Debtor's plan of liquidation dated April 7, 2017.
There are no impaired classes. All claims will be paid in full
including accumulated interest.
The Debtor will not be granted a discharge whereas this is a
Liquidation Plan. The Debtor will have until March 1, 2018, to
sell the real property located at 96 Bryant Road, Waretown, New
Jersey, listed in the Plan. If the real property is not sold prior
to March 1, 2018, the property will be auctioned or the case
converted to Chapter 7.
As reported by the Troubled Company Reporter on April 18, 2017, the
Court conditionally approved the Disclosure Statement.
About Litho-Tech Inc
Litho-Tech, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 16-33122) on Dec. 4, 2016, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Kevin S. Quinlan, Esq., as counsel.
LONGVIEW INTERMEDIATE: Moody's Lowers $323MM Sec. Loans to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded the rating on Longview
Intermediate Holdings C, LLC's approximately $298 million senior
secured term loan due 2021 and its $25 million five year senior
secured revolving credit facility due 2020 to Caa2 from B3
reflecting recent operating issues at both the power plant and at
one of the mines during the first quarter 2017 which have
negatively impacted the project's available liquidity over the next
twelve-eighteen months increasing the likelihood that the project
will be unable to meets its financial covenant in the credit
facilities during FY 2018. The rating outlook is negative.
RATINGS RATIONALE
The two-notch downgrade to Caa2 from B3 reflects the recent
unexpected operating issues at both the power plant and at one of
the mines during the first quarter 2017 which have caused forced
outages at the power plant and interruption of operations at one of
the mines, negatively impacting the project's cash flow and
available liquidity over the next twelve months. EBITDA for the
first quarter of 2017 was $27.7 million below the issuer's budget.
Moreover, continued weak financial performance increases the
prospects that the project will be unable to meet the financial
covenant test of a 1.10x Debt Service Coverage Ratio (DSCR) next
year which is scheduled to commence in the first quarter 2018.
Further, there is continued expectation for sustained low power
prices owing in large part to low natural gas prices, along with
increased uncertainty surrounding the project's cash flow
generating ability owing to both the plant's and the mine's most
recent operating issues, and its position as an entirely merchant
generating facility.
Although the project was able to secure additional liquidity of $30
million in the form of deeply subordinated unsecured indebtedness
in December of 2016, the additional liquidity cushion previously
envisioned has decreased substantially based on first quarter
results in 2017. In addition to EBITDA for the first quarter 2017
being $27.7 million lower than budget, capital expenditures for the
quarter were $2.6 million above budget owing to expenses associated
with turbine repair work. As of March 31, 2017, the project had
approximately $29 million of total liquidity including
approximately $5 million of revolving credit availability which is
materially less than approximately $56 million of total liquidity
at December 31, 2016. Proceeds from the $7.5 million insurance
claim related to the turbine repair work, which caused a 63 day
forced outage at the power plant from February through early April
2017, are expected to be received over the next couple of quarters
that will partly replenish the liquidity drain.
The rating does recognize that the plant's age, design and fuel
supply arrangements (barring mine operating issues) makes it one of
the lowest cost and environmentally friendly coal-plants in PJM,
and that when it is available, it should almost always run.
Notwithstanding Longview's history of operating challenges, the
rating assumes that the most recent operating issues at the plant
and mine will not continue throughout the year and that Longview
will eventually be able to operate at or close to its originally
designed specifications.
Rating Outlook
The negative rating outlook reflects increased uncertainty with
respect to the project's cash flow generation for the remainder of
the year, the decline in available liquidity levels over the next
twelve months and the increased likelihood that the project may not
be compliant with its financial covenant test during FY 2018.
The rating could face further downward pressure if the plant or
mines encounter additional operating problems during the year
causing shutdowns or weak commodity prices to persist during the
year leading to additional calls on liquidity and greater
underperformance.
In light of the negative rating outlook, limited prospects exist
for the rating to be upgraded. The rating outlook could stabilize
if future power prices increase substantially from recent levels
observed enabling Longview to comfortably meet the financial
covenant on a sustained basis and causing more rapid debt pay down
than currently anticipated.
Longview is a special purpose entity that owns and operates a 700
MW supercritical pulverized coal-fired power plant located in
Maidsville, West Virginia, just south of the Pennsylvania border
and approximately 70 miles south of Pittsburgh. Energy and capacity
is sold on a merchant basis into PJM's wholesale energy and
capacity markets and the plant targets having 50% of its generation
output hedged with forward contracts at any time. Coal for the
project is provided at cost from an adjacent mine owned and
operated by Longview's affiliate Mepco Intermediate Holdings, LLC
(Mepco). Water for the project is drawn from the Monongahela River,
via a pipeline and treatment facility constructed by Dunkard Creek
Water System LLC (Dunkard), another Longview affiliate. Mepco and
Dunkard are both subsidiaries of Longview's parent, Longview
Intermediate Holdings and are part of the collateral package
pledged to the Longview lenders.
The principal methodology used in these ratings was Power
Generation Projects published in May 2017.
LOUISIANA CRANE: Disclosures OK'd; Plan Hearing on July 21
----------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana has approved Louisiana Crane &
Construction, LLC's amended disclosure statement dated June 6,
2017, referring to the Debtor's plan of reorganization.
A hearing to consider the confirmation of the Plan is set for July
21, 2017, at 10:00 a.m. Objections to the plan confirmation must
be filed by July 14, 2017.
Written acceptances or rejections of the Plan must be filed by July
14, 2017.
As reported by the Troubled Company Reporter on June 20, 2017, the
Debtor disclosed that the guaranteed recovery for general unsecured
creditors under its latest Chapter 11 plan of reorganization is
10%. According to the Debtor's disclosure statement filed on June
6, it is believed the excess payment will return an additional 7%.
Moreover, it is assumed the unsecured claims total $15 million.
About Louisiana Crane
Headquartered in Eunice, Louisiana, Louisiana Crane & Construction,
LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June
27, 2016, estimating its assets at up to $50,000 and its
liabilities at between $10 million and $50 million. The petition
was signed by Douglas D. Marcantel, chief financial officer.
Judge Robert Summerhays presides over the case.
Michael A. Crawford, Esq., who has an office in Baton Rouge,
Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick,
Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel.
Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22
appointed three creditors of Louisiana Crane & Construction, LLC,
to serve on the official committee of unsecured creditors.
On March 8, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
LSB INDUSTRIES: All Four Proposals Approved at Annual Meeting
-------------------------------------------------------------
LSB Industries, Inc., held its annual meeting of stockholders
on June 1, 2017, at which the stockholders:
(i) elected Joseph E. Reece (2019), Daniel D. Greenwell
(2020), William F. Murdy (2020) and Marran H. Ogilvie
(2020) to the Company's Board of Directors whose term
expires in 2019 or 2020 annual meeting of stockholders or
until his/her successor is duly elected and qualified;
(ii) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
2017;
(iii) approved, on an advisory basis, a resolution approving the
2016 compensation of the Company's named executive
officers, which is commonly referred to as a "say-on-pay"
vote; and
(iv) approved, on an advisory basis, a resolution approving that
future "say-on-pay" votes be held every year.
In light of the results on proposal number 4, the Company's Board
of Directors has decided that it will continue to include a
"say-on-pay" vote every year until the next required advisory vote
on the frequency of those votes which, in accordance with
applicable law, will occur no later than the Company's Annual
Meeting in 2023.
About LSB Industries
Oklahoma City-based LSB Industries, Inc. (NYSE:LXU) and its
subsidiaries are involved in manufacturing and marketing
operations. LSB is primarily engaged in the manufacture and sale
of chemical products and the manufacture and sale of water source
and geothermal heat pumps and air handling products.
LSB reported net income attributable to common stockholders of
$64.76 million for the year ended Dec. 31, 2016, compared to
a net loss attributable to common stockholders of $38.03 million in
2015. As of March 31, 2017, LSB Industries had $1.26 billion in
total assets, $630.77 million in total liabilities, $152.16 million
in redeemable preferred stocks and $481.55 million in total
stockholders' equity.
"We believe that the combination of our cash on hand, the
availability on our revolving credit facility ... under "Loan
Agreements and Redeemable Preferred Stock," and our cash from
operations will be sufficient to fund our anticipated liquidity
needs for the next twelve months. In addition... we are in the
process of selling certain non-core assets for a total of
approximately $15 million to $20 million of net cash proceeds (net
of any debt outstanding against these assets)," the Company said in
its quarterly report for the quarter ended March 31, 2017.
* * *
In October 2016, S&P Global Ratings lowered its rating on LSB
Industries to 'CCC' from 'B-'. "Despite using the climate control
business sale proceeds to repay some debt, the company's metrics
have weakened due to plant operational issues and a depressed
pricing environment, which have led to depressed EBITDA
expectations," said S&P Global Ratings credit analyst Allison
Schroeder.
In November 2016, Moody's Investors Service downgraded LSB's
corporate family rating (CFR) to 'Caa1' from 'B3', its probability
of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million
guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's Caa1
CFR rating reflects Moody's expectations that the combined
uncertainty over operational reliability and the compressed
margins, resulting from the low nitrogen fertilizer pricing
environment, could result in continued weak financial metrics for
a protracted period.
LSF9 CYPRESS: Moody's Hikes CFR to B2; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
LSF9 Cypress Holdings LLC, an indirect, wholly-owned, holding
subsidiary of Foundation Building Materials (collectively
"Foundation"), to B2 from B3 and its Probability of Default Rating
to B2-PD from B3-PD. Moody's projects key credit metrics will
continue to improve over the next 12 to 18 months. In related
rating actions, Moody's assigned a Speculative Grade Liquidity
rating of SGL-3, and upgraded LSF9 Cypress Holdings LLC's senior
secured notes to B3 from Caa1. The rating outlook is stable.
The following ratings/assessments are affected by action:
Corporate Family Rating upgraded to B2 from B3;
Probability of Default Rating upgraded to B2-PD from B3-PD;
Senior secured notes due 2021 upgraded to B3 (LGD4) from Caa1
(LGD4);
Speculative Grade Liquidity Rating assigned SGL-3.
RATINGS RATIONALE
LSF9 Cypress Holdings's Corporate Family Rating upgrade to B2 from
B3 is the result of Moody's expectations for improved credit
metrics, due to higher earnings derived from volume growth and
operating leverage. Moody's expects revenues in the next 12-18
months to surpass $2.0 billion from $1.6 billion for the twelve
months through March 31, 2017. Acquisitions closed in the past year
will drive most of the revenue gains while organic growth will be
approximately 5%. Adjusted debt leverage will approach 4.2x by
FYE18 from 4.9x at 1Q17 while adjusted interest coverage, measured
as adjusted EBITA to interest expense, will improve towards 2.1x
from 1.8x for the last twelve months through March 31, 2017.
Moody's forward views encompasses full-year results from
Winroc-SPI, acquired in August 2016 and distributes building
materials and fabricates and distributes commercial and industrial
insulation products, and repayment of revolver borrowings from free
cash flow. Past debt reduction of $161.3 million from the company's
IPO proceeds are also contributing to better credit metrics.
US non-residential construction, both new and repair and remodeling
(collectively about 60% of pro forma revenues), and new housing
construction (35%), which are Foundation's main revenue drivers,
support growth opportunities. Moody's uses the Architectural
Billings Index, a key indicator of future expectations for
construction projects amongst architects published by the American
Institute of Architects, to gauge the strength of non-residential
construction and related remodeling activities. The index trended
down in April to 50.9 from 54.3 in March. However, the index has
been above 50 for nine of the past twelve months, indicating an
aggregate increase in billings and illustrating that
non-residential construction is on the path for a sustained
recovery.
Fundamentals for new housing construction remain sound. Moody's
projects new housing starts could reach 1.25 million in 2017 (a 7%
increase from about 1.17 million in 2016) and maintains a positive
outlook for the domestic homebuilding industry.
LSF9 Cypress Holdings's SGL-3 Speculative Grade Liquidity Rating
reflects Moody's views the company will maintain an adequate
liquidity profile and, generate free cash flow over the next 12
months. Moody's anticipates excess free cash flow will be used to
reduce revolver borrowings. Good revolver availability is more than
sufficient to meet any potential shortfall in operating cash flow
to cover its working capital and capital expenditure needs.
Foundation has no significant maturities over the next 12 months.
Positive rating actions could ensue if Foundation's performance
exceeds Moody's forecasts and yields the following credit metrics
(ratio includes Moody's standard adjustments) and characteristics:
-- Operating margins sustained above 5%
-- Debt-to-EBITDA sustained below 4.0x
-- Permanent debt reduction or a better liquidity profile
Negative rating pressures may result if Foundation performs below
Moody's expectations, resulting in the following credit metrics
(ratios include Moody's standard adjustments) and characteristics:
-- Debt-to-EBITDA sustained above 6.5x
-- EBITA-to-interest expense remains below 1.5x
-- Significant deterioration in the company's liquidity profile
-- Sizeable share repurchase program
-- Large debt-financed acquisitions
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
Foundation Building Materials, Inc., headquartered in Tustin, CA,
is a building materials. Primary end markets are non-residential
construction, both new and repair and remodeling, and new housing
construction. It also fabricates and distributes commercial and
industrial insulation products. Lone Star Funds, through its
affiliates, is the majority owner of Foundation. Revenues for the
12 months through March 30, 2017 approximate $1.6 billion.
M & N AUTOMOTIVE: Taps Maria Melave as Legal Counsel
----------------------------------------------------
M & N Automotive, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire legal counsel.
The Debtor proposes to hire the Law Office of Maria Melave to give
legal advice regarding its duties under the Bankruptcy Code, and
provide other legal services related to its Chapter 11 case.
The firm will charge a reduced hourly fee of $300 for the services
of its attorney. Paralegals will charge $75 per hour.
Melave does not hold or represent any interest adverse to the
Debtor's estate, and is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Maria M. Malave, Esq.
Law Office of Maria Melave
55 Overlook Terrace, Suite 1H
New York, NY 10033
Phone: 212-781-4808
Fax: 212-781-6004
Email: mariamalave364@yahoo.com
About M & N Automotive Inc.
M & N Automotive, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 17-10907) on April 5,
2017. Jimmy Mordan, president, signed the petition.
At the time of the filing, the Debtor estimated less than $50,000
in assets and less than $100,000 in liabilities.
MAMAMANCINI'S HOLDINGS: Posts $128K Net Income for 1st Quarter
--------------------------------------------------------------
MamaMancini's Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $128,225 on $5.35 million of sales for the three months ended
April 30, 2017, compared to a net loss $226,107 on $3.92 million of
sales for the three months ended April 30, 2016.
As of April 30, 2017, MamaMancini's had $6.75 million in total
assets, $5.53 million in total liabilities and $1.21 million in
total stockholders' equity.
As of April 30, 2017, the Company had a working capital of $829,629
as compared to a working capital of $1.754 million as of Jan. 31,
2017, a decrease of $924,042. The decrease in working capital is
primarily attributable to decreases in cash, inventories and
prepaid expenses which were offset by increases in accounts
receivable, due from manufacturer and increases in accounts payable
and accrued expenses, line of credit, related party notes and note
payable.
Net cash provided by (used in) operating activities for the three
months ended April 30, 2017, and 2016 was $526,555 and ($437,892),
respectively. The net income (loss) for the three months ended
April 30, 2017, and 2016 was $128,225 and $(437,862),
respectively.
Net cash used in all investing activities for the three months
ended April 30, 2017, was $666,733 as compared to $18,650 for the
three months ended April 30, 2016, respectively, to acquire new
machinery and equipment and leasehold improvements. The Company's
capital expenditures primarily relate to continuous improvement to
our equipment and facilities in order to increase manufacturing
capacity, supporting its growth and continued commercialization of
its products.
Net cash (used in) provided by all financing activities for the
three months ended April 30, 2017, was $(89,955) as compared to
cash provided by financing activities of $371,549 for the three
months ended April 30, 2016. During the three months ended
April 30, 2017, the Company had net borrowings of $245,046 for
transactions pursuant to the line of credit. These borrowings were
offset by $35,001 and $300,000 paid for repayments on a term loan
and net payments of the note payable, respectively. During the
year ended Jan. 31, 2016, the Company had net borrowings of
$481,039 pursuant to the line of credit. The increase was offset
by $30,000 repayments of term loan and $79,490 repayments of
promissory notes, respectively.
"Although the continued revenue growth coupled with improved gross
margins and control of expenses leads management to believe that it
is probable that the Company's cash resources will be sufficient to
meet our cash requirements through the first quarter of fiscal year
ended January 31, 2019, the Company may require additional funding
to finance the growth of its current and expected future operations
as well as to achieve its strategic objectives. There can be no
assurance that financing will be available in amounts or terms
acceptable to the Company, if at all. In that event, the Company
would be required to change its growth strategy and seek funding on
that basis, though there is no guarantee it will be able to do so,"
the Company stated in the regulatory filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/iFLS0q
About MamaMancini's Holdings
MamaMancini's Holdings, Inc., produces and distributes prepared,
frozen, and refrigerated food products primarily in the United
States. The company offers beef, turkey, chicken, and pork
meatballs with sauce; meatloaf, stuffed peppers, baked ziti, and
specialty items; and other meat and sauce products. It sells its
products to supermarkets and mass-market retailers, as well as
through food distributors and a commission broker network.
MamaMancini's Holdings was founded in 2010 and is headquartered in
East Rutherford, New Jersey
MamaMancini's reported a net loss available to common stockholders
of $494,061 on $18.04 million of sales for the year ended Jan. 31,
2017, compared to a net loss available to common stockholders of
$3.57 million on $12.60 million of sales for the year ended
Jan. 31, 2016.
MASSIMO'S CAFE: Hires Obermayer Rebmann as Attorney
---------------------------------------------------
Massimo's Cafe, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to employ Obermayer Rebmann Maxwell
& Hippel LLP, as attorney to the Debtor.
Massimo's Cafe requires Obermayer Rebmann to:
a. give advice to the Debtor with respect to its powers and
duties
b. assist the Debtor in the preparation of any legal papers;
c. perform all other legal services for the Debtor; and
d. assess the Debtor's ability to confirm a plan of
reorganization.
Obermayer Rebmann will be paid at these hourly rates:
Partners $450
Associates $350-$400
Paralegal $100
Obermayer Rebmann will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Edmond M. George, partner of Obermayer Rebmann Maxwell & Hippel
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.
Obermayer Rebmann can be reached at:
Edmond M. George, Esq.
OBERMAYER REBMANN MAXWELL & HIPPEL LLP
200 Lake Drive East, Suite 110
Cherry Hill, NJ 08002-1171
Tel: (856) 795-3300
About Massimo's Cafe, LLC
Massimo's Cafe, LLC, based in Robinsville, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 17-22139) on June 13, 2017. The
Hon. Kathryn C. Ferguson presides over the case. Edmond M. George,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, serves as
bankruptcy counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Vincenzo Mazzella, authorized representative.
MCAADS.COM LLC: Hires Suzy Tate as Bankruptcy Counsel
-----------------------------------------------------
MCAAds.Com, LLC and My Classified Ads, LLC, seek authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Suzy Tate, P.A., as bankruptcy counsel to the Debtors.
MCAAds.com, LLC requires Suzy Tate to:
a. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions
on its behalf, the defense of any actions commenced against
them, negotiations concerning all bankruptcy litigation
in which they are involved, and objections, when
appropriate, in objecting to claims filed against the
estate;
b. prepare, on behalf of the Debtor, any applications,
answers, orders, reports, or papers in connection with the
administration of the estate;
c. counsel the Debtor with regard to its rights and
obligations as debtor-in-possession;
d. negotiate, prepare, and file a chapter 11 plan of
reorganization and corresponding disclosure statement, seek
approval of such disclosure statement and confirmation of
such plan; and
e. perform all other necessary legal services in connection
with the chapter 11 case.
Suzy Tate will be paid at the hourly rate of $260-$325.
Prior to the petition date, Suzy Tate received a total of $11,717
retainer in connection with preparation for filing of the
bankruptcy case. Suzy Tate applied the retainer to the amounts due
for pre-petition services rendered and costs incurred as of the
petition leaving a balance of $8,254.75 which will be held as
security.
Suzy Tate will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Suzy Tate, owner of Suzy Tate, P.A., assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
Suzy Tate can be reached at:
Suzy Tate, Esq.
SUZY TATE, P.A.
14502 N. Dale Mabry, Suite 200
Tampa, FL 33618
Tel: (813) 264-1685
Fax: (813) 264-1690
About MCAAds.com, LLC
MCAAds.Com, LLC and My Classified Ads, LLC, are small business
debtors as defined in 11 U.S.C. Section 101(51D) that are engaged
in advertising. MCAAds.Com and My Classified Ads filed Chapter 11
petitions (Bankr. M.D. Fla. Case Nos. 17-05179 and 17-05180,
respectively) on June 14, 2017. Blaire Fanning, manager, signed the
petitions.
At the time of filing, MCAAds.Com scheduled $537,689 in assets and
$2,410,000 in liabilities. My Classified Ads disclosed $625,067 in
assets and $2,390,000 in liabilities.
The Debtors are represented by Suzy Tate, Esq. at Suzy Tate, P.A.
MCCLATCHY CO: Cobas Asset Owns 10.07% of Class A Common Shares
--------------------------------------------------------------
Cobas Asset Management, SGIIC, SA reported in a Schedule 13G filed
with the Securities and Exchange Commission that as of June 2,
2017, it beneficially owns 521,267 shares of Class A Common Stock
of The McClatchy Company representing 10.07% of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/9ilZ48
About McClatchy
The McClatchy Company -- http://www.mcclatchy.com/-- is publisher
of iconic brands such as the Miami Herald, The Kansas City Star,
The Sacramento Bee, The Charlotte Observer, The (Raleigh) News &
Observer, and the (Fort Worth) Star-Telegram. McClatchy operates
30 media companies in 29 U.S. markets in 14 states, providing each
of its communities with high-quality news and advertising services
in a wide array of digital and print formats. McClatchy is
headquartered in Sacramento, Calif., and listed on the New York
Stock Exchange under the symbol MNI.
McClatchy reported a net loss of $34.19 million for the year ended
Dec. 25, 2016, compared to a net loss of $300.16 million for the
year ended Dec. 27, 2015. As of March 26, 2017, McClatchy had
$1.74 billion in total assets, $1.72 billion in total liabilities
and $21.72 million in total stockholders' equity.
* * *
Moody's Investors Service affirmed the Caa1 corporate family rating
rating of The McClatchy Company and changed the rating outlook to
stable from positive due to continued weakness in the print
advertising market and the ongoing pressure on the company's
operating cashflow, according to a TCR report dated Dec. 3, 2015.
As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive. The outlook
revision to stable reflects S&P's expectation that the timeframe
for a potential upgrade lies beyond the next 12 months, and could
also depend on the company realizing value from its digital
minority interests.
MEDIWARE: Moody's Affirms B3 CFR After Loan Upsize, Acquisition
---------------------------------------------------------------
Moody's Investors Service affirmed Project Ruby Ultimate Parent
Corp's B3 corporate family rating, B3-PD probability of default
rating, and the B2 rating on the first lien secured term loan
following the company's $125 million upsize to its existing first
lien secured term loan and $50 million upsize to its existing
second lien secured term loan. Proceeds from the debt issuance, and
new equity from Mediware's private equity owner TPG Capital, will
be used to fund the acquisition of Kinnser Software (Kinnser),
which develops enterprise software solutions for home health care
and hospice care service providers. The ratings outlook is stable.
RATINGS RATIONALE
The B3 corporate family rating reflects Mediware's high leverage
levels, small scale and acquisition appetite, offset to some degree
by the company's stable and predictable base of software
maintenance and subscription revenues. Debt to EBITDA, pro forma
for the acquisition of Kinnser, is estimated at about 7.9x for the
LTM period ended March 31, 2017 or 7.5x excluding certain one-time
costs (in each case Moody's treats capitalized software development
as an expense). Leverage is expected to decline to below 7x over
the next 12 to 18 months, driven by revenue and EBITDA growth and
modest debt repayment.
Mediware provides critical enterprise resource planning and
electronic health record systems to the non-acute healthcare
market. The non-acute care software market is fragmented, and is
expected to grow over the medium-term due to increasing adoption of
IT systems by non-acute healthcare providers. With the acquisition
of Kinnser, Mediware will offer similar solutions to providers of
home healthcare and hospice care services. Kinnser represents a
sizeable acquisition for Mediware and substantially increases the
company's scale although the company will remain small relative to
many other B3 rated software peers. Mediware's products are
"sticky" as the software can be difficult to remove and replace
once fully integrated into a care provider's operations. As a
result, Mediware has exhibited software maintenance and
subscription retention rates in excess of 90%, leading to stable
cash flow generation.
Pro forma for the acquisition of Kinnser, free cash flow to debt
was approximately break-even for the LTM period ended March 31,
2017. However, over the next 12 to 18 months, free cash flow to
debt is expected to improve to about 4%, as one-time expenses
related to the acquisition of Mediware by TPG, and the acquisition
of Kinnser software fall off, and the companies continue to grow
revenue and EBITDA. Mediware's EBITDA growth is expected to be
driven by low to mid-single digit organic revenue growth,
supplemented by Kinnser's low double-digit organic revenue growth.
Ratings are constrained however, as Mediware is expected to remain
acquisitive, which could delay de-leveraging plans if the
acquisition is large enough that additional debt financing is
needed.
Liquidity is expected to be adequate based on an estimated $9
million of cash on hand at closing, an undrawn $60 million revolver
and an expectation of annualized free cash flow in excess of $20
million over the next 12 to 18 months.
The stable outlook reflects Moody's expectation of organic revenue
growth in the mid-single digits and free cash flow to debt
approaching 4% over the next 12 to 18 months. Given the company's
acquisitive nature an upgrade is unlikely in the near term. Over
the medium term, ratings could be upgraded if debt to EBITDA is
sustained below 6.5x and free cash flow to debt is sustained above
6%. The ratings could be downgraded if leverage is sustained over
8x on other than a temporary basis, liquidity deteriorates, or
performance deteriorates materially such that free cash flow is
expected to be negative.
Outlook Actions:
Issuer: Project Ruby Ultimate Parent Corp.
-- Outlook, Remains Stable
Affirmations:
Issuer: Project Ruby Ultimate Parent Corp.
-- Probability of Default Rating, Affirmed B3-PD
-- Corporate Family Rating, Affirmed B3
-- Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
The principal methodology used in these ratings was Software
Industry published in December 2015.
Mediware is a provider of healthcare enterprise software. The
company, headquartered in Lenexa, Kansas, had pro forma revenues of
approximately $218 million in the LTM period ended March 31, 2017.
MOOD MEDIA: AMTC Provides Emergency Relief Program for Customers
----------------------------------------------------------------
Applied Media Technologies Corporation has established an emergency
relief program for customers of Mood Media (also known as Muzak),
which filed for bankruptcy in the U.S. Bankruptcy Court in the
Southern District of New York on May 18, 2017. Under the terms of
the program, any business that can provide documentation that they
were a Mood customer at the time they went bankrupt can obtain a
free digital media player to allow them to restore music in their
business at a rate of $19.95 per month. The media player is
normally $299, and allows integration of digital signage, video and
audio marketing messages with the background music.
Joshua Pedecone, Director of Sales for AMTC, explained the program.
"Ever since Muzak went bankrupt, we've been slammed with calls
from desperate businesses looking for replacement music. They love
that our rate is less than $20 a month, but some struggle with
having to buy a media player. Not having music isn't going to shut
you down, but most businesses think music is important, and they're
panicking. We decided to eat the cost of the player to make their
transition easier."
Barbie Brox, a former Mood Media Account Executive who came to work
for AMTC after the collapse, said, "It was so sad to see them go
under, but I'm proud that AMTC has stepped up so the customers
don't suffer."
About AMTC
Established in 1991, Applied Media Technologies Corporation --
http://www.amtc.com-- is the third-largest U.S. provider of
business music, audio/video messaging, digital signage and
audio/video equipment. AMTC was a pioneer in providing messaging
for telephone hold time, introducing the first compact disc and
removable memory card message on hold systems, as well as the first
Web content distribution system for on-hold messages. AMTC has
leveraged its on-hold messaging experience to become a leading
provider of retail in-store audio/video messaging and digital
signage as well. Through its affiliate Aura Multimedia Corporation
and SiriusXM Radio Inc. AMTC is the largest and longest-standing
authorized reseller of SiriusXM Music for Business, serving tens of
thousands of businesses nationwide since 2003. A turnkey solutions
provider, AMTC also manufactures a full line of commercial sound
and video equipment, including amplifiers, speakers, microphones
and video distribution accessories.
About Mood Media Corp
Mood Media Corporation (TSX:MM) -- http://www.moodmedia.com/-- is
provider of in-store audio, visual, and other forms of media and
marketing services in North America and internationally. Mood
Media Corp was created after the acquisition of Mood Media by Fluid
Music Canada, Inc. in 2010. The Company has more than 500,000
active client locations around the globe. Its clients include
specialist retailers, department stores, supermarkets, financial
institutions and fitness clubs, as well as hotels, car dealerships
and restaurants.
The Company's segments include In-Store Media North America,
In-Store Media International, BIS and Other. Its In-store
media-North America's operations are based in the United States,
Canada and Latin America. Its In-store media-International's
operations are based in Europe, Asia and Australia. BIS is the
Company's audio-visual design and integration subsidiary that
focuses on corporate and commercial applications. Technomedia
provides audio-visual technology and design for large-scale
commercial applications as well as advertising content creation and
production solutions.
Mood Media Corporation on May 18, 2017, commenced reorganization
proceedings before the Ontario Superior Court of Justice in
Ontario, Canada, to effect a plan of arrangement.
On May 22, 2017, Mood Media Corp. and 14 subsidiaries commenced
Chapter 15 bankruptcy cases (Bankr. S.D.N.Y. Lead Case No.
17-11413) to seek U.S. recognition of the restructuring proceedings
in Canada.
The Hon. Michael E. Wiles presides over the Chapter 15 cases.
Michael F. Zendan II, the Executive VP and General Counsel of Mood
Media, was named foreign representative, authorized to sign the
Chapter 15 petitions.
Kirkland & Ellis LLP is serving as U.S. counsel to Foreign
Representative, with the engagement led by Joshua Sussberg, Esq.,
and Edward O. Sassower, P.C., in New York, and James H.M.
Sprayregen, P.C., Adam C. Paul, Esq., Bradley Thomas Giordano,
Esq., Whitney C. Fogelberg, Esq., in Chicago.
Stikeman Elliott LLP, is serving as Mood Media's Canadian counsel,
with the engagement led by Alex Rose, Esq., Kathryn Esaw, Esq., and
Patrick Corney, Esq.
MOTORS LIQUIDATION: Assets Intent Pointed Out in $1.5B Loan Suit
----------------------------------------------------------------
Alex Wolf of Bankruptcy Law360 reports that Judge Martin Glenn said
that a key piece in the bankruptcy court trial to determine the
nature and value of security interests in General Motors’ plant
assets, related to a $1.5 billion loan, hinges on GM’s intent to
leave manufacturing equipment permanently in place.
Judge Glenn noted, Law360 points out, that the challenge for the
trust’s attorneys is making a convincing argument that assembly
line equipment and other machinery specially used to build and
assemble cars at GM facilities was not meant to stay in place
permanently or until no longer useful.
Law360 recounts that the eight-year-old case seeks to claw back
payments related to a term loan that GM made before the company’s
2009 bankruptcy sale. Although the Second Circuit ruled two years
ago that the loan wasn't actually secured at the time of the
bankruptcy due to the accidental termination of a financing
statement, JPMorgan Chase Bank NA and other former GM lenders claim
that their security interests were perfected by other filings that
covered the fixtures in a number of U.S. facilities owned by the
prebankruptcy iteration of GM.
The adversary case is Motors Liquidation Company Avoidance Action
Trust v. JPMorgan Chase et al., case number 1:09-ap-00504, in the
U.S. Bankruptcy Court for the Southern District of New York.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts. Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company. GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors. GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group LLP.
Garden City Group is the claims and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee. Legal
Analysis Systems, Inc., served as asbestos valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
N&B MANAGEMENT: Hires Thomas E. Reilly as Special Counsel
---------------------------------------------------------
N&B Management Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Thomas E. Reilly, P.C., as special counsel to the Debtor.
The Debtor acquired a property known as 4310 Luster Street on
October 29, 2014. The Debtor apparently borrowed the money to
purchase the property from Oren Solomon. On June 9, 2015, Oren
Solomon recorded a Mortgage purportedly executed by Golan Barak,
Linda Gordon and the Debtor, encumbering the Luster Street
property.
N&B Management requires Thomas E. Reilly to represent the Debtor in
filing a complaint for turn over of the 4310 Luster Street
property, contending that the Debtor has fully paid the full
purchase price of the Luster Street property, and that the
recording of the first mortgage was improper because it does not
bear the valid signature of Mr. Barak.
Thomas E. Reilly will be paid at the hourly rate of $350. Thomas
E. Reilly will be paid a retainer in the amount of $2,000. The
firm will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Thomas E. Reilly, owner of Thomas E. Reilly, 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.
Thomas E. Reilly can be reached at:
Thomas E. Reilly, Esq.
THOMAS E. REILLY, P.C.
Waterfront Corporate Park, Suite 403
Sewickley, PA 15143
Tel: (724) 933-3500
Fax: (724) 933-3505
About N&B Management Company, LLC
N & B Management Company, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 16-24728) on December 23, 2016,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Francis E. Corbett, Esq.
NAVISTAR INT'L: William Kozek No Longer an Executive Officer
------------------------------------------------------------
In connection with the previously announced promotion of Persio V.
Lisboa to the newly created position of executive vice president
and chief operating officer and his assumption of additional
organizational responsibilities in that role, on June 20, 2017, the
Board of Directors of Navistar International Corporation determined
that William R. Kozek, president, truck and parts and a named
executive officer of the Company, is no longer an executive officer
of the Company subject to Section 16 of the Securities and Exchange
Act of 1934, as disclosed in a Form 8-K report filed with the
Securities and Exchange Commission.
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose subsidiaries
and affiliates subsidiaries produce International(R) brand
commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label designer
and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar reported a net loss attributable to the Company of $97
million on $8.11 billion of net sales and revenues for the year
ended Oct. 31, 2016, compared with a net loss attributable to the
Company of $184 million on $10.14 billion of net sales and revenues
for the year ended Oct. 31, 2015. As of April 30, 2017, Navistar
had $5.95 billion in total assets, $11.07 billion in total
liabilities and a total stockholders' deficit of $5.12 billion.
* * *
Navistar carries a 'B3' Corporate Family Rating (CFR) and stable
outlook from Moody's. Moody's said in January 2017 that Navistar's
ratings reflects the continuing challenges the company faces in
re-establishing its competitive position and profitability in the
North American medium and heavy truck markets.
As reported by the TCR on March 6, 2017, Fitch Ratings has upgraded
the Issuer Default Ratings (IDR) for Navistar International
Corporation (NAV), Navistar, Inc., and
Navistar Financial Corporation (NFC) one notch to 'B-' from 'CCC'
and removed the ratings from Rating Watch Positive. The upgrade
reflects improved prospects for NAV's financial performance due to
its alliance with VW T&B.
As reported by the TCR on March 3, 2017, S&P Global Ratings said
that it raised its corporate credit ratings on Navistar
International Corp. and its subsidiary Navistar Financial Corp. to
'B-' from 'CCC+'. The outlook is stable. The upgrade follows
Navistar's strategic alliance with Volkswagen Truck & Bus, which
includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar,
definitive agreements for the two companies to collaborate on
technology, and the formation of a procurement JV.
NEIMAN MARCUS: Incurs $24.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
Neiman Marcus Group LTD LLC filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $24.87 million on $1.11 billion of revenues for the 13 weeks
ended April 29, 2017, compared to net earnings of $3.79 million on
$1.16 billion of revenues for the 13 weeks ended April 30, 2016.
For the 39 weeks ended April 29, 2017, the Company reported a net
loss of $165.45 million on $3.58 billion of revenues compared to
net earnings of $1.13 million on $3.82 billion of revenues for the
39 weeks ended April 30, 2016.
The Company recorded non-cash impairment charges of $153.8 million
in the second quarter of fiscal year 2017 to state certain
intangible and other assets, primarily related to its Neiman Marcus
brand, to their estimated fair value.
As of April 29, 2017, Neiman Marcus had $8.19 billion in total
assets, $7.41 billion in total liabilities and $786.91 million in
total member equity.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/4wxxuC
About Neiman Marcus
Neiman Marcus Group LTD, Inc., headquartered in Dallas, TX,
operates 42 Neiman Marcus Stores across the United States and two
Bergdorf Goodman stores in Manhattan. The Company also operates
twenty seven Last Call Outlets, thirteen Last Call Studios and one
Horchow Finale as well as four CUSP stores. These store operations
total more than 6.9 million gross square feet. The Company
conducts direct to consumer operations under the Neiman Marcus,
Bergdorf Goodman, Last Call, Horchow, CUSP and mytheresa brand
names.
Neiman Marcus reported a net loss of $406.11 million for the fiscal
year ended July 30, 2016, compared to net earnings of $14.94
million for the year ended Aug. 1, 2015.
* * *
As reported by the TCR on March 17, 2017, Moody's Investors Service
downgraded Neiman Marcus Group LTD, Inc.'s Corporate Family Rating
to Caa2 from B3 and its Probability of Default Rating to Caa2-PD
from B3-PD. The company's Speculative Grade Liquidity rating is
affirmed at SGL-2. The outlook is changed to negative from stable.
"The downgrade of NMG's Corporate Family Rating reflects the
continued weakness in its financial results as it faces both the
cyclical and secular challenges that face the North America luxury
department stores", says Christina Boni, VP Senior Analyst. "Its
designation of its MyTheresa.com operations and certain owned
properties to unrestricted subsidiaries reduces assets coverage for
its debt obligations. The hiring of a financial advisor to
evaluate strategic alternatives also signals the likelihood of its
capital structure being addressed well before its first significant
debt maturity in October 2020. Despite good liquidity, overall
leverage levels remain well above what can be refinanced and a path
to return to peak EBITDA levels is unlikely in the present
operating environment."
NEOVASC INC: 6 Directors Re-Elected by Stockholders
---------------------------------------------------
Neovasc Inc. announced the results of the votes on matters
considered at its Annual General Meeting of Shareholders held on
June 13, 2017 in Vancouver, B.C.
At the Meeting, the shareholders of the Company re-elected board
members Alexei Marko, Paul Geyer, Dr. Jane Hsiao, Steven Rubin, Dr.
William O'Neill, and Doug Janzen to serve in office until the next
annual meeting or until their successors are duly elected or
appointed.
At the Meeting, the Shareholders also approved amendments to the
Company's stock option plan and the unallocated options thereunder
(97.06% of votes cast in favour) and re-appointed Grant Thornton
LLP, Chartered Accountants as auditors of the Company (99.81% of
votes cast in favour).
About Neovasc Inc.
Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical
device company that develops, manufactures and markets products for
the rapidly growing cardiovascular marketplace. Its products
include the Neovasc Reducer, for the treatment of refractory angina
which is not currently available in the United States and has been
available in Europe since 2015 and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
investigation in the United States, Canada and Europe. The Company
also sells a line of advanced biological tissue products that are
used as key components in third-party medical products including
transcatheter heart valves.
Neovasc reported a net loss of US$86.49 million for the year ended
Dec. 31, 2016, following a net loss of US$26.73 million for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Neovasc had
US$98.81 million in total assets, US$114.27 million in total
liabilities and a US$15.46 million otal deficit.
Grant Thornton LLP, in Vancouver, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, emphazing that the Company was named in a
litigation and that the court awarded $112 million in damages
against it. This condition, along with other matters, indicate the
existence of a material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern, the
auditors said.
NEW JERSEY FITNESS: Hires Brian W. Hofmeister as Attorney
---------------------------------------------------------
New Jersey Fitness, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ the Law Firm of
Brian W. Hofmeister, LLC, as attorney to the Debtor.
New Jersey Fitness requires Brian W. Hofmeister to provide all
services necessary to achieve a successful reorganization or sale
of assets.
Brian W. Hofmeister will be paid at these hourly rates:
Attorney $425
Paralegal $195
Brian W. Hofmeister will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brian W. Hofmeister, owner of the Law Firm of Brian W. Hofmeister,
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.
Brian W. Hofmeister can be reached at:
Brian W. Hofmeister, Esq.
LAW FIRM OF BRIAN W. HOFMEISTER, LLC
3131 Princeton Pike Building 5, Suite 110
Lawrenceville, NJ 08648
Tel: (609) 890-1500
Tel: (609) 890-6961
E-mail: bwh@hofmeisterfirm.com
About New Jersey Fitness, LLC
New Jersey Fitness, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 17-21940) on June 9, 2017, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Brian W. Hofmeister, Esq., at the Law Firm of Brian
W. Hofmeister, LLC.
NEW YORK CRANE: Creditors' Panel Proposes Liquidation of Assets
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of New York Crane &
Equipment Corp. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of New York a disclosure
statement dated June 14, 2017, relating to the Chapter 11 plan for
the Debtors.
Class 4 General Unsecured Claims are impaired by the Plan. Proofs
of Claim filed by this group of Class 4 Creditors total
$848,451.78. However, the Debtors have advised the Committee that
certain of these claims were paid under the Court's interim court
order authorizing the Debtors to (i) maintain existing insurance
policies and pay all insurance obligations arising thereunder, and
(ii) to renew, revise, extend, supplement, change or enter new
insurance policies, as amended, as insurance premiums totaling
$715,313.06, leaving a balance of $133,138.72.
Allowed Class 4 Claims will be paid by the Plan Administrator from
the Plan Administrator Confirmation Account assets in full, in
cash, together with interest thereon, from the assets, or
liquidation thereof, of the Debtor against which the holder of an
Allowed Class 4 Claim has a claim.
Class 5 Subordinated Claims are impaired by the Plan. Class 5
consists of all Subordinated Claims against the Debtors, including
Inter-Company Claims, Insider Claims, and the Claim of FEK filed
amount of $5,772,347.58, as purportedly secured by a pledge of
certain of James F. Lomma's interests in the certain properties.
Holders of Allowed Subordinated Claims will not receive any
distributions on account of the claims unless and until all Allowed
Administrative Claims, Allowed Priority Tax Claims, and all Allowed
Claims in Classes 1 through 4 have been paid in full, together with
applicable interest, and the FEK Claim, the Inter-Company Claims,
and the Insider Claims will be fully subordinated to all Allowed
Claims on the Effective Date.
Class 6 Equity Interests are impaired by the Plan. Class 6
consists of the Interests of Mr. Lomma (or others) in the Corporate
Debtors. Holders of interests in the Debtors will neither receive
nor retain any property under the Plan until all allowed claims are
paid in full in Cash, together with applicable interest.
Within three business days after the Effective Date, the Debtors
will transfer all accounts and all balances in Confirmation Account
Nos. 1 and 2 to the Plan Administrator Confirmation Account, and
thereafter, all monthly payments required to be made by the Debtors
and the Non-Debtor Affiliates pursuant to the Confirmation Account
Order will be made by them to the Plan Administrator Confirmation
Account. Pursuant to the Plan, consistent with the Confirmation
Account Order, immediately following the occurrence of the
Appellate Division Decision Date, real property will be sold and
the proceeds will be deposited into the Plan Administrator
Confirmation Account by the real estate broker(s) retained by the
Committee pursuant to the orders of the Court prior to the
Effective Date or real estate brokers, if any, retained by the Plan
Administrator after the Effective Date.
The Committee retained Metropolitan Valuation Services, Inc., as
its real estate appraiser in connection with these Bankruptcy
Cases. Following its retention, MVS performed appraisals and
delivered written appraisal reports to the Committee concerning the
commercial real properties identified in Mr. Lomma's Amended
Schedule A-1.2 filed on June 30, 2016. As explained in the Real
Properties Chart, Mr. Lomma's interests in the real property
contributed to the Confirmation Account represents fee ownerships,
and ownership interests through partnerships and limited liability
companies. Importantly, pursuant to the Confirmation Account
Order, the Real Property, and not Mr. Lomma's interests in business
entities which may own or control such Real Property, were
contributed to the Confirmation Account to be sold to the extent
necessary to satisfy all Allowed Administrative Expenses and
allowed claims in the Court. Moreover, the Committee contests the
interest and liens asserted by FEK in or against certain of the
real property. The appraised values for the real property
contributed to the Confirmation Account range from approximately
$500,000 to approximately $20 million with an aggregate appraised
value for all of the Real Property totaling approximately $75
million. Known and recorded mortgages against the real property
total approximately $8 million.
Consistent with the Confirmation Account Order and the order of the
Court authorizing the retention of Keen-Summit Capital Partners LLC
as real estate broker, Keen may immediately market and attempt to
sell these properties:
(i) owned by Till the End LLC, located at 280 Central Avenue,
Kearny, New Jersey;
(ii) owned by 125 Doremus Avenue LLC, located at 87-125
Doremus Avenue, Newark, New Jersey;
(iii) owned by 4301 Boston Post Road LLC, located at 4301
Boston Post Road, Pelham, New York; and
(iv) the boat slips located at (a) slips 112 and 311, Brielle,
New Jersey, and (b) slip YC-043, Point Pleasant, New
Jersey.
Pursuant to the Plan, additional property owned in whole or in part
by Mr. Lomma or a Non-Debtor Affiliate may be sold as necessary to
fund Distributions from the Plan Administrator Confirmation
Account.
Should the challenges to FEK's claims against the real property be
successful, Mr. Lomma's 50% interest in the net appraised values
could equal approximately $30-$40 million, before taxes, litigation
expenses and transactional costs.
Pursuant to an order of the Court dated May 1, 2017, the Committee
was authorized to retain a real estate broker to assist in the sale
of Real Property owned by Mr. Lomma located at 245 Edgegrove
Avenue, Staten Island, New York. In his Schedules, Mr. Lomma
assigned a value of $300,000 for the Staten Island Property. The
Committee has obtained an offer of $762,500 for the purchase of the
Staten Island Property. The Staten Island Property is not subject
to any known mortgages or liens, however, it is anticipated that
Mr. Lomma's tax basis in the Staten Island Property is low.
Notwithstanding, the sale of the Staten Island Property will yield
proceeds for the benefit of the estates, and those net proceeds
will be contributed to Confirmation Account No. 2.
Further, pursuant to the Plan, consistent with the Confirmation
Account Order, upon occurrence of the Appellate Division Decision
Date, the following actions will be taken to the extent needed to
make the balance of the Distributable Cash in the Plan Confirmation
Account sufficient to pay all Allowed Claims:
(a) the inventory and assets of TES will be sold or
liquidated, and the real property upon which TES is
situated will be sold, and the proceeds deposited in
Confirmation Account No. 2. If the business of TES is to
be continued, it will be continued in TES or some other
business entity owned 100% by Mr. Lomma. Mr. Lomma and
the Debtors have continuously represented that the TES
inventory has a value of approximately $25 million.
Those representations are contained in all of the Monthly
Operating Reports filed by TES in the bankruptcy cases,
and Mr. Lomma provided sworn testimony to the Court on
May 22, 2017, confirming those representations. However,
the Committee has recently discovered that a significant
portion of the TES equipment inventory, which had been
represented to have been held for sale, has actually been
actively rented, which could materially impair the
liquidation value of that equipment;
(b) JLJD shall will, liquidate, or refinance equipment to
repay (i) its loan obligation of not less than
$15,151,147 owed to Mr. Lomma and (ii) all the excess
rent collected by JLJD and NY Crane and Rigging beyond
JLJD's actual and documented cash requirements for the
equipment that it has leased to NY Crane and Rigging
subsequent to the Petition Date, as agreed by the
Committee or, after the Effective Date, the Plan
Administrator and the Debtors or, if the Committee or,
after the Effective Date, the Plan Administrator and the
Debtors are unable to agree, as determined by the Court,
which will be deposited into the Plan Administrator
Confirmation Account. The Committee has asserted that
the excess rent totals at least $4 million. The Debtors
enlisted Bristow Truck & Equipment to value the fleet of
equipment available to satisfy Creditors' Claims.
Bristow assigned values for the JLJD equipment: "actual
cash value" of approximately $187.5 million, and "orderly
liquidation" value of approximately $141 million. The
Committee's financial advisors have performed a valuation
of the JLJD equipment and assigned values: "fair market
value" of approximately $144 million; "orderly
liquidation value" of approximately $124 million; and
"forced liquidation value" of approximately $104 million.
Various pieces of equipment in the JLJD equipment fleet
are subject to secured equipment finance obligations
totaling approximately $42 million, and the sale of all
or a portion of the JLJD equipment fleet would be subject
to tax and transaction costs. The Debtors have asserted
that the most effective means to obtain value in
connection with the JLJD equipment fleet is through
refinancings, and they have obtained written commitments
for refinancing opportunities concerning these assets;
(c) the actual value of the JLJD equipment is subject to,
among other things, market conditions, and the method of
the sale of the JLJD equipment, if sold, and there is no
certainty with regard to price that can be obtained in
any sale;
(d) the Jane St. Apt. will be sold pursuant to the terms of
the Confirmation Account Order, but is anticipated to
generate more than $1.6 million, if sold;
(e) JK Crane will repay its loan obligation to the Plan
Administrator in the amount of $400,000 to the extent not
already paid, which amount will be deposited into
Confirmation Account No. 2 or the Plan Administrator
Confirmation Account if paid after the Effective Date.
In accordance with the Confirmation Account Order, the Plan, and
any other Order that may be entered by the Bankruptcy Court, the
assets and proceeds in the Plan Administrator Confirmation Account
will be available for Distributions under the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb16-40043-941.pdf
The Committee has sought the appointment of a Chapter 11 Trustee
for James F. Lomma.
On Dec. 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.
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 Feb. 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.
NFP CORP: Moody's Rates $500MM Senior Unsecured Notes Caa2
----------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to $500
million of senior unsecured notes being issued by NFP Corp. (NFP,
corporate family rating B3). The company expects to use proceeds of
the offering, together with proceeds of a previously announced
incremental senior secured term loan, to prepay $575 million of
senior unsecured notes due in 2021, fund near-term acquisitions,
and pay related fees and expenses. The rating outlook for NFP is
stable.
RATINGS RATIONALE
NFP's ratings reflect its expertise and solid market position in
insurance brokerage, particularly providing employee benefits and
property & casualty products and services to mid-sized firms. The
company also offers insurance and wealth management services to
high net worth individuals. The business is well diversified across
products, clients and regions primarily in the US. Offsetting these
strengths is NFP's high financial leverage and moderate interest
coverage. Moody's expects that NFP will continue to grow
organically and through acquisitions, the latter giving rise to
integration and contingent risks.
Giving effect to this refinancing and the incremental term loan,
NFP will have a pro forma debt-to EBITDA ratio just above 7.5x,
(EBITDA - capex) interest coverage in the range of 1.5x-1.8x, and a
free-cash-flow-to-debt ratio in the low single digits, according to
Moody's estimates. The rating agency expects that NFP will reduce
its leverage below 7.5x through EBITDA growth over the next few
quarters. These pro forma metrics reflect Moody's accounting
adjustments for operating leases, contingent earnout obligations,
management buyout costs, certain other non-recurring items and
run-rate EBITDA from acquisitions.
In February 2017, NFP's owners completed a transaction whereby a
fund affiliate of HPS Investment Partners, LLC acquired a
significant investment in the firm. Funds affiliated with or
controlled by Madison Dearborn Partners, LLC continue to hold a
majority stake in NFP alongside NFP management.
Factors that could lead to an upgrade of NFP's ratings include: (i)
debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of
interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding
5%, and (iv) successful integration of acquisitions.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
ratio below 2%.
Moody's has assigned the following rating (and loss given default
(LGD) assessment):
$500 million senior unsecured notes due in 2025 at Caa2 (LGD5).
Moody's will withdraw the rating from the existing $575 million of
senior unsecured notes when those notes are redeemed.
The principal methodology used in this rating was Insurance Brokers
and Service Companies published in December 2015.
Based in New York City, NFP provides a range of brokerage,
consulting and advisory services, including corporate benefits,
retirement, property & casualty, individual insurance and wealth
management solutions to domestic and some international clients,
with a focus on corporate entities and high net worth individuals.
The company generated revenue of nearly $1 billion for the 12
months through March 2017.
NUVERRA ENVIRONMENTAL: Files Amended Prepackaged Plan
-----------------------------------------------------
BankruptcyData.com reported that Nuverra Environmental Solutions
filed with the U.S. Bankruptcy Court an Amended Prepackaged Plan of
Reorganization on June 23, 2017. According to the Amended Plan,
"Each Holder of Allowed 2018 Note Claims against the Nuverra Group
Debtors shall receive, in full and final satisfaction of its
Allowed 2018 Note Claims against the Nuverra Group Debtors, but
subject to the charging lien of the 2018 Note Indenture Trustee,
its Pro-Rata Share of (i) the Class A6 Reorganized Nuverra Common
Stock and, (ii) the Class A6 Unsecured Claim Warrants and (iii)
2018 Noteholder Rights, subject to the terms of Section 4.14
hereof., and (iv) Cash in the amount of $350,000. On the Effective
Date, all of the 2018 Notes shall be cancelled and discharged…On
the Effective Date, all of the Nuverra Group Rejection Damage and
Other Debt Claims shall be cancelled and discharged Each Holder of
Allowed Nuverra Group Rejection Damage and Other Debt Claims shall
receive, in full and final satisfaction of its Allowed Nuverra
Group Rejection Damage and Other Debt Claims, its Pro-Rata Share of
(i) the Class A8 Reorganized Nuverra Common Stock and (ii) the
Class A8 Unsecured Claim Warrants….On the Effective Date, all of
the AWS Debtor Unsecured Debt Claims shall be cancelled and
discharged Each Holder of Allowed AWS Debtor Unsecured Debt Claims,
other than AWS 2018 Note Guaranty Claims, shall receive, in full
and final satisfaction of its AWS Debtor Unsecured Debt Claims, its
Pro-Rata Share of (i) the Class B6 Reorganized Nuverra Common Stock
and (ii) the Class B6 Unsecured Claim Warrants."
About Nuverra Environmental
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 and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1,
2017. The Hon. Kevin J. Carey presides over the cases.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
Shearman & Sterling LLP serves 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 and Shearman & Sterling LLP is the Debtors' co-counsel.
AP Services, LLC, is the Debtors' restructuring advisor. Lazard
Freres & Co. LLC and Lazard Middle Market LLC is the investment
banker. Prime Clerk LLC is the claims and noticing agent.
On May 19, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors. Kilpatrick Townsend & Stockton LLP is
counsel and Batuta Capital Advisors LLC is financial advisor to the
Committee. Landis Rath & Cobb LLP serves as Delaware counsel.
OCEAN POWER: SEC Revokes Registration
-------------------------------------
The registration of each class of registered securities of Ocean
Power Corp. (n/k/a/ OPC Liquidation Corp.), have been revoked,
effective as of June 16, 2017.
The time for filing a petition for review of the initial decision
has expired. No such petition has been filed by Ocean Power and
the Securities and Exchange Commission has not chosen to review the
decision on its own initiative. Accordingly, pursuant to Rule
360(d) of the Commission's Rules of Practice, the initial decision
of the administrative law judge has become the final decision of
the Commission. The ALJ's order is declared final.
Ocean Power Corp. (n/k/a OPC Liquidation Corp.), CIK No. 1102423,
is a void Delaware corporation located in New York, New York, with
a class of securities registered with the Commission pursuant to
Exchange Act Section 12(g). The company is delinquent in its
periodic filings with the Commission, having not filed any periodic
reports since it filed a Form 10-QSB for the period ended September
30, 2007, which reported a net loss of $340,538 for the prior nine
months.
Ocean Power Corporation, aka PTC Group, aka PTC Holdings, Inc.,
was formed to develop and manufacture modular seawater
desalination and power plants. The Company filed for chapter 11
protection on December 1, 2002, in the U.S. Bankruptcy Court for
the Southern District of New York. The case was closed on January
6, 2012.
When the Company filed for protection from its creditors, it listed
$1,465,024 in total assets and $24,012,243 in total debts.
On October 23, 2007, the company changed its name with the State of
Nevada to OPC Liquidation Corp., but failed to report that change
in EDGAR as required by Commission rules. As of January 31, 2017,
the company's common stock was not publicly quoted or traded.
ORIGINAL SOUPMAN: Proposes Aug. 28 Auction for All Assets
---------------------------------------------------------
The Original Soupman, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
bidding procedures and asset purchase agreement with the successful
bidder in connection with the sale of substantially all assets.
In mid-May 2017, the Debtors, with the aid of Wyse Advisors, LLC
attempted to pursue investment transactions to support their
capital structure as the Debtors access to funding depleted.
Shortly thereafter, however, their former CFO was indicted for
failure to pay certain payroll and withholding taxes for the period
2010 to 2014, Wyse agreed to absorb the duties of the Debtors' CFO.
Because of this unfortunate event, the Debtors to ability to raise
capital outside of bankruptcy deteriorated. As such, prior to and
shortly after the Petition Date, they undertook and extensive
search for and negotiation of DIP financing. Now that they have
secured DIP financing, the Debtors seek to market their assets for
sale as the best possible resolution for the Cases and return for
stakeholders.
The Debtors and their professionals will market the Assets prior to
the Auction in the manner set forth in the Bidding Procedures
Order. During this marketing process, they reserve the right,
subject to consultation with the DIP Lender, to enter into the
Stalking Horse Agreement with a bidder if they believe that such an
agreement will further the purposes of the Auction by, among other
things, attracting value-maximizing bids.
Accordingly, the Debtors ask authority, in the exercise of their
reasonable business judgment and after consultation with the DIP
Lender, to offer the Stalking Horse Bidder any or all of these
terms as part of a Stalking Horse Agreement:
a. a Break-Up Fee in an amount to be determined by the Debtors,
not to exceed 3% of the total purchase price offered by the
Stalking Horse Bidder in the Stalking Horse Agreement;
b. reimbursement of the Stalking Horse Bidder's reasonable and
actual fees and expenses incurred as the Stalking Horse Bidder up
to $30,000; and
c. Initial Overbid Protection in the amount of $25,000
The Debtors ask, to the extent the Debtors enter into a Stalking
Horse Agreement, any Break-Up Fee and/or Expense Reimbursement be
granted administrative expense priority.
To optimally and expeditiously solicit, receive, and evaluate bids
in a fair and accessible manner, the Debtors have developed and
proposed the Bidding Procedures. They believe that the timeline
for consummating the sale process established pursuant to the
Bidding Procedures is in the best interest of their estates and all
parties in interest.
The salient terms of the Bidding Procedures are:
a. Initial Minimum Overbid: At least $25,000 more than the
Auction Baseline Bid
b. Good Faith Deposit: An amount equal to 10% of the proposed
purchase price
c. Bid Deadline: Aug. 24, 2017 at 12:00 p.m. (ET)
d. Right to Credit Bid: Both the DIP Lender and the Hillair
Capital Investments, L.P. will be deemed to be Qualified Bidders
and are not required to make any Good Faith Deposit in submitting a
Credit Bid. They may credit bid at any time up to the conclusion
of the Auction any portion and up to the entire amount of their
individual claims.
e. Auction: The Auction, if necessary, will be held at the
offices of Polsinelli PC, 600 Third Avenue, New York, New York on
Aug. 28, 2017 at 10:00 a.m. (ET), or such other location as
identified by the Debtors after notice to all Qualified Bidders.
f. Minimum Overbid Increment: $25,000
g. Sale Objection Deadline: Aug. 30, 2017 at 4:00 p.m. (ET)
h. Sale Hearing: Sept. 6, 2017 at 10:00 a.m. (ET)
i. Contract Cure Objection Deadline: No later than 4:00 p.m.
(ET) on the day that is 14 calendar days after the service of the
Cure and Possible Assumption and Assignment Notice
A copy of the Bidding Procedures and the Stalking Horse Agreement
attached to the Motion is available for free at:
http://bankrupt.com/misc/Original_Soupman_56_Sales.pdf
The Debtors believe that the Bidding Procedures will establish the
parameters under which the value of the Sale may be tested at the
Auction. The Bidding Procedures will increase the likelihood that
the Debtors will receive the greatest possible consideration
because they will ensure a competitive and fair bidding process.
The Sale contemplates the potential assumption and assignment of
the Contracts to the Successful Bidder arising from the Auction, if
any. The Debtors are also asking approval of their assumption and
assignment of the Contracts in connection with the Sale.
As set forth, the Debtors have a sound business justification for
selling the Assets. First, the Debtors believe that the Sale will
maximize the Assets' going-concern value by allowing a party to bid
on business assets that would have substantially less value on a
standalone basis. Moreover, to the extent that the Successful
Bidder assumes certain of the Contracts, it will result in payment
in full for a number of their creditors. Second, the sale of the
Assets will be subject to competing bids, enhancing the Debtors'
ability to receive the highest or otherwise best value for the
Assets.
The Debtors ask that the Court waives the 10-day stay period under
Bankruptcy Rules 6004(h) and 6006(d).
About the Original Soupman
The Original Soupman, Inc. -- http://originalsoupman.com/--
manufactures and sells soups under the brand name "Original
Soupman". Soupman at present sells soups in 17-ounce Tetra Recart
packaging to grocery chains and club stores throughout the United
States, through on-line retailers, and in frozen 4 pound bulk
packaging to its franchise restaurants and to the New York City
School System.
The parent entity, Soupman, Inc., is a publically traded Delaware
corporation on the OTCQB. Kiosk Concepts, Inc., an 80% owned
subsidiary of The Original Soupman, was created to license the
intellectual property to franchisees.
In 2004, Soupman signed a license agreement with Yegan Food Inc.,
which operated a soup restaurant in West 55th Street in New York,
run by Ali "Al" Yeganeh. This restaurant became a worldwide
destination for soups, being rated #1 by Zagat and praised by the
New York Times as "Art, not Soup." The fame of the business and
its soup rose to even greater heights after a 1995 "Seinfeld"
episode in which the irascible Soup Nazi berates customers who
stand in long lines for his legendary soup, often yelling "No soup
for you!"
The Original Soupman, Inc., Soupman, Inc., and Kiosk Concepts,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case Nos.
17-11313 to 17-11315) on June 13, 2017. The cases are jointly
administered for procedural purposes under Case No. 17-11313.
The Debtors tapped Polsinelli PC as counsel; Wyse Advisors, LLC as
restructuring advisors; and Epiq Bankruptcy Solutions, Inc., as
notice and claims agent. Wyse Advisors managing partner Mike Wyse
is currently interim CFO of the Debtors.
ORIGINAL SOUPMAN: Taps Polsinelli as Legal Counsel
--------------------------------------------------
The Original Soupman, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Polsinelli PC as legal
counsel.
The firm will provide legal services to the company and its
affiliates in connection with their Chapter 11 cases. These
services include advising the Debtors of their duties under the
Bankruptcy Code, assisting them in the disposition of their assets,
and preparing the Debtor's bankruptcy plan.
The hourly rates charged by the firm range from $350 to $675 for
shareholders, $250 to $375 for associates and senior counsel, and
$75 to 240 for paraprofessionals.
Jeremy Johnson, Esq., and Jarrett Vine, Esq., the attorneys
expected to handle the cases, will charge $675 per hour and $360
per hour, respectively. The hourly rate for Lindsey Suprum, a
paralegal, is $240.
Polsinelli received $20,000 from the Debtors as payment for its
restructuring services prior to their bankruptcy filing.
Mr. Johnson disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Polsinelli PC can be reached through:
Jeremy R. Johnson, Esq.
Polsinelli PC
600 3rd Avenue, 42nd Floor
New York, NY 10016
Phone: 212-684-0199
Fax: 212-684-0197
About the Original Soupman
The Original Soupman, Inc. -- http://originalsoupman.com/--
manufactures and sells soups under the brand name "Original
Soupman". Soupman at present sells soups in 17-ounce Tetra Recart
packaging to grocery chains and club stores throughout the United
States, through on-line retailers, and in frozen 4 pound bulk
packaging to its franchise restaurants and to the New York City
School System.
The parent entity, Soupman, Inc., is a publically traded Delaware
corporation on the OTCQB. Kiosk Concepts, Inc., an 80% owned
subsidiary of The Original Soupman, was created to license the
intellectual property to franchisees.
In 2004, Soupman signed a license agreement with Yegan Food Inc.,
which operated a soup restaurant in West 55th Street in New York,
run by Ali "Al" Yeganeh. This restaurant became a worldwide
destination for soups, being rated #1 by Zagat and praised by the
New York Times as "Art, not Soup." The fame of the business and
its soup rose to even greater heights after a 1995 "Seinfeld"
episode in which the irascible Soup Nazi berates customers who
stand in long lines for his legendary soup, often yelling "No soup
for you!"
The Original Soupman, Inc., Soupman, Inc., and Kiosk Concepts,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
17-11313) on June 13, 2017.
The Debtors tapped Epiq Bankruptcy Solutions, Inc. as notice and
claims agent, and administrative advisor; and Wyse Advisors, LLC as
restructuring advisor. Wyse Advisors' managing partner Mike Wyse
is currently interim CFO of the Debtors.
PITTSBURGH ATHLETIC: Creditors' Panel Hires Tishman as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pittsburgh
Athletic Association, et al., seeks authorization from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to retain
Leech Tishman Fuscaldo & Lampl, LLC, as counsel to the Committee.
The Committee requires Tishman to:
a. provide the Committee with legal advice with respect to its
duties and powers in the bankruptcy case;
b. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtor, the operation of the Debtors' business, and any
other matters relevant to the case or to the formulation of
a Plan;
c. review any Plan or Disclosure Statement proposed by the
Debtor or any other party, participate in the formulation
or modification of a Plan, and propose a Committee plan, if
necessary; and
d. perform other legal services as may be required and in the
interest of unsecured creditors.
Tishman will be paid at these hourly rates:
Partner $250-$535
Associate $195-$325
Paralegal/Law Clerk $50-$200
Tishman will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David W. Lampl, partner of Leech Tishman Fuscaldo & Lampl, 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
Debtors, or for any other reason.
Tishman can be reached at:
David W. Lampl, Esq.
LEECH TISHMAN FUSCALDO & LAMPL, LLC
525 William Penn Place, 28th Floor
Pittsburgh, PA 15219
Tel: (412) 261-1600
Fax: (412) 227-5551
About Pittsburgh Athletic Association
Pittsburgh Athletic is a private social club and athletic club in
Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the
National Register of Historic Places. Pittsburgh Athletic is a
nonprofit membership club chartered in 1908. It has run into
financial difficulties recently and had its liquor license
temporarily suspended for not paying Allegheny County drink taxes.
Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa.
Case No. 17-22222) and Pittsburgh Athletic Association Land Company
(Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy
protection on May 30, 2017. The Debtors each estimated their assets
and liabilities at between $1 million and $10 million each.
The petitions were signed by James A. Sheehan, president.
Judge Jeffery A. Deller presides over the case.
Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the
Debtors' bankruptcy counsel. Gleason & Associates, P.C., is the
Debtors' financial advisor. Holliday Fenoglio Fowler, L.P., is the
Debtors' real estate advisors.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 8
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Pittsburgh Athletic
Association. The Committee hired Leech Tishman Fuscaldo & Lampl,
LLC, as counsel.
PMO CARE: Hires Hall Render as Medicaid Attorney
------------------------------------------------
PMO Care, PLLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ Hall Render Killian
Heath & Lyman, P.C., as Medicaid attorney to the Debtor.
PMO Care requires Hall Render to assist the Debtor in connection
with the following matter
a. defense against Medicaid Audit matter; and
b. defense against a Breach of Contract matter.
Hall Render will be paid at the hourly rate of $465-$525. The firm
will be paid a retainer in the amount of $5,000. It will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Stephen D. Rose, member of Hall Render Killian Heath & Lyman, 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.
Hall Render can be reached at:
Stephen D. Rose, Esq.
HALL RENDER KILLIAN HEATH & LYMAN, P.C.
600 108th Avenue NE, Suite 320
Bellevue, WA 98004
Tel: (425) 278-9337
E-mail: srose@hallrender.com
About PMO Care, PLLC
Based in Bellevue, Washington, PMO Care PLLC, doing business as
Integra Health -- http://www.integra-hc.com/-- provides treatment
for patients suffering from opioid addiction. Integra also gives
chemical dependency counseling and education.
PMO Care PLLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 17-11606) on April 7, 2017. At the time of filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.
Jill G Franskousky, the CEO, signed the petition. Judge
Christopher M Alston is the case judge. Tuella O Sykes, Esq., at
the Law Offices of Tuella O. Sykes, is serving as counsel to the
Debtor. The Debtor hired Hall Render Killian Heath & Lyman, P.C.,
as Medicaid attorney. Peterson Sullivan has been hired to prepare
a valuation analysis of the business.
No official committee of unsecured creditors has been appointed in
the case.
PMO CARE: Hires Peterson Sullivan as Accountant
-----------------------------------------------
PMO Care, PLLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ Peterson Sullivan LLP,
as accountant to the Debtor.
PMO Care requires Peterson Sullivan to prepare a valuation analysis
of the business which includes the determination of the
Debtor-in-Possession's value under a going concern premise and a
liquidation premise.
Peterson Sullivan will be paid at the hourly rate of $400. The
firm will be paid a retainer in the amount of $1,500. It will also
be reimbursed for reasonable out-of-pocket expenses incurred.
Mark L. Mitchell, member of Peterson Sullivan 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.
Peterson Sullivan can be reached at:
Mark L. Mitchell
PETERSON SULLIVAN LLP
601 Union Street, Suite 2300
Seattle, WA 98101
Tel: (206) 382-7777
Fax: (206) 382-7700
About PMO Care, PLLC
Based in Bellevue, Washington, PMO Care PLLC, doing business as
Integra Health -- http://www.integra-hc.com/-- provides treatment
for patients suffering from opioid addiction. Integra also gives
chemical dependency counseling and education.
PMO Care PLLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 17-11606) on April 7, 2017. At the time of filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.
Jill G Franskousky, the CEO, signed the petition. Judge
Christopher M Alston is the case judge. Tuella O Sykes, Esq., at
the Law Offices of Tuella O. Sykes, is serving as counsel to the
Debtor. The Debtor hired Hall Render Killian Heath & Lyman, P.C.,
as Medicaid attorney. Peterson Sullivan has been hired to prepare
a valuation analysis of the business.
No official committee of unsecured creditors has been appointed in
the case.
PMO CARE: Hires Tuella O. Sykes as Bankruptcy Attorney
------------------------------------------------------
PMO Care, PLLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ the Law Offices of
Tuella O. Sykes, as bankruptcy attorney to the Debtor.
PMO Care requires Tuella O. Sykes to:
a. prepare records and reports as required by the Bankruptcy
Rules, Interim Bankruptcy Rules and the Local Bankruptcy
Rules;
b. prepare application and proposed orders to be submitted to
the court;
c. identify and prosecute of claims and causes of action
assertable by the Debtor on behalf of the estate herein;
d. assist and advise the Debtor-in-Possession in performing
their other official functions; and
e. protect and preserve the assets of the estate for the
Debtors-in-Possession from the claims of secured creditors.
Tuella O. Sykes will be paid at these hourly rates:
Attorney $320
Paralegals $120
Law Clerks $80
On February 1, 2017, Tuella O. Sykes received a retainer in the
amount of $12,000. On March 1, 2017, Tuella O. Sykes received the
amount of $4,000.
Tuella O. Sykes will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Tuella O. Sykes, owner of the Law Offices of Tuella O. Sykes,
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.
Tuella O. Sykes can be reached at:
Tuella O. Sykes, Esq.
LAW OFFICES OF TUELLA O. SYKES
600 Stewart St., Suite 1300
Seattle, WA 98101
Tel: (206) 721-0086
E-mail: TOS@tuellasykes.com
About PMO Care, PLLC
Based in Bellevue, Washington, PMO Care PLLC, doing business as
Integra Health -- http://www.integra-hc.com/-- provides treatment
for patients suffering from opioid addiction. Integra also gives
chemical dependency counseling and education.
PMO Care PLLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 17-11606) on April 7, 2017. At the time of filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.
Jill G Franskousky, the CEO, signed the petition. Judge
Christopher M Alston is the case judge. Tuella O Sykes, Esq., at
the Law Offices of Tuella O. Sykes, is serving as counsel to the
Debtor. The Debtor hired Hall Render Killian Heath & Lyman, P.C.,
as Medicaid attorney. Peterson Sullivan has been hired to prepare
a valuation analysis of the business.
No official committee of unsecured creditors has been appointed in
the case.
PORTER FIELD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Porter Field Health & Rehab Center, LLC
PO Box 69
Bolingbroke, GA 31004
Business Description: Porter Field Health & Rehab Center LLC is a
nursing home facility located in Macon, GA.
Chapter 11 Petition Date: June 27, 2017
Case No.: 17-51362
Court: United States Bankruptcy Court
Middle District of Georgia (Macon)
Debtor's Counsel: Wesley J. Boyer, Esq.
BOYER LAW FIRM, L.L.C.
348 Cotton Avenue, Ste 200
Macon, GA 31201
Tel: 478-742-6481
E-mail: wjboyer_2000@yahoo.com
Wes@WesleyJBoyer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael E. Winget, Sr., managing
member.
The Debtor's list of 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/gamb17-51362.pdf
PRECISE CORPORATE: Plan Outline Hearing Set for August 16
---------------------------------------------------------
Judge Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona approved Precise Corporate Staging LLC, Dedicated Staging,
LLC, and DavMar Investments, LLC's second amended disclosure
statement for its plan of liquidation, dated April 19, 2017.
The hearing to consider the approval of the Plan of Liquidation
shall be held at the U.S. Bankruptcy Court, 230 N. First Avenue,
Courtroom 601, Phoenix, Arizona, on August 16, 2017, at 10:00 a.m.
The last day for filing with the Court and serving written
objections to the Plan of Liquidation is fixed at seven days prior
to the hearing date set for approval of the disclosure statement,
on August 9, 2017.
The last day for submission of ballots from holders of claims and
interests voting to accept or reject the Plan of Liquidation is
fixed at seven days prior to the hearing, on August 9, 2017.
About Precise Corporate
Precise Corporate Staging LLC, Dedicated Staging, LLC, and DavMar
Investments, LLC, collectively own and manage an audio/visual
staging business that coordinates and provides lighting, audio,
and
visual for conferences, concerts, and similar events in Arizona
and
across the United States.
Precise Corporate Staging, et al., filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case Nos. 16-14281,
16-14283, and 16-14284) on Dec. 20, 2016. The cases are jointly
administered.
Precise Corporate's petition was signed by its managing member,
Marla Stern. At the time of filing, Precise Corporate estimated
assets of less than $100,000 and liabilities of $1 million to $10
million.
The Debtors tapped John C. Smith, Esq., at Smith & Smith Law
Offices, PLLC, as counsel.
No trustee or examiner has been appointed in the Debtors' cases.
PREFERRED CONCRETE: Can Access IRS Cash Collateral Until July 21
----------------------------------------------------------------
Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern
District of Illinois issued a sixth interim order authorizing
Preferred Concrete & Excavating, Inc., to use the cash collateral
of the Internal Revenue Services until July 21, 2017.
The Debtor is authorized to use the IRS's cash collateral only to
pay actual, ordinary and necessary operating expenses for the
purposes and up to the amounts set forth in the Budget. The monthly
budget reflects total expenses of $176,254.
By virtue of its assessment and filing of notices of federal tax
lien, the IRS obtained a perfected first priority security interest
upon all the Debtor's property and rights to property.
The Debtor will pay the IRS the amount of $3,489 each month
beginning July 25, 2016, as adequate protection for the use of cash
collateral.
The IRS is granted valid, binding, enforceable and perfected liens
and security interests in and on any of the Debtor's now owned
collateral or collateral acquired since the Petition Date, wherever
located, to the same extent, validity and priority held by the IRS
prior to the Petition Date and to the extent of the diminution in
the amount of IRS' cash collateral used by the Debtor after the
Petition Date.
As further adequate protection, the Debtor must:
(a) maintain insurance coverage on Properties;
(b) not commingle IRS' cash collateral with monies from other
sources and a will deposit all IRS' Cash Collateral in a DIP bank
account that is funded only with IRS' Cash Collateral;
(c) cure any missing tax returns identified on the IRS' Claim
No. 2 by filing such returns by the applicable due date; and
(d) become current and stay current with their Federal Tax
Deposits and file tax returns timely, the IRS will receive
replacement liens on after-acquired assets, such as inventory or
accounts receivable.
A status hearing n the Debtor's right to use cash collateral and
entry of a final order will be held on July 19, 2017 at 1:00 p.m.
A full-text copy of the Sixth Interim Order, dated June 21, 2017,
is available at http://tinyurl.com/y8jpxt3b
About Preferred Concrete
Preferred Concrete & Excavating, Inc., is a union concrete
contractor engaged in concrete in construction in Northern Illinois
and surrounding areas for the past 14 years.
Preferred Concrete filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 16-81114) on May 4, 2016. The petition
was signed by Gerald Hartman, president. The Debtor is represented
by O. Allan Fridman, Esq., at the Law Office of O. Allan Fridman.
The Debtor estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000 at the time of the filing.
PRIME GLOBAL: Incurs $285K Net Loss in Second Quarter
-----------------------------------------------------
Prime Global Capital Group Incorporated filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q reporting
a net loss of US$285,226 on US$299,196 of net total revenues for
the three months ended April 30, 2017, compared to a net loss of
US$116,779 on US$435,439 of net total revenues for the three months
ended April 30, 2016.
For the six months ended April 30, 2017, the Company reported a net
loss of US$455,748 on US$625,772 of net total revenues compared to
a net loss of US$265,425 on US$848,188 of total net revenues for
the six months ended April 30, 2016.
As of April 30, 2017, Prime Global had US$43.62 million in total
assets, US$16.54 million in total liabilities and US$27.08 million
in total equity.
As of April 30, 2017, the Company had cash and cash equivalents of
$294,667, as compared to $679,913 as of the same period last year.
Its cash and cash equivalents decreased as a result of cash used in
operation.
The Company expects to incur significantly greater expenses in the
near future, including the contractual obligations that it has
assumed, to begin development activities. The Company also expects
its general and administrative expenses to increase as it expands
its finance and administrative staff, add infrastructure, and incur
additional costs related to being a large accelerated filer,
including directors' and officers' insurance and increased
professional fees.
The Company has never paid dividends on its Common Stock. Its
present policy is to apply cash to investments in product
development, acquisitions or expansion; consequently, it does not
expect to pay dividends on Common Stock in the foreseeable future.
"Our continuation as a going concern is dependent upon improving
our profitability and the continuing financial support from our
stockholders. Our sources of capital in the past have included the
sale of equity securities, which include common stock sold in
private transactions and public offerings, capital leases and
short-term and long-term debts. While we believe that we will
obtain external financing and the existing shareholders will
continue to provide the additional cash to meet our obligations as
they become due, there can be no assurance that we will be able to
raise such additional capital resources on satisfactory terms. We
believe that our current cash and other sources of liquidity ...
are adequate to support operations for at least the next 12
months."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/KBjiV2
About Prime Global
Kuala Lumpur, Malaysia-based Prime Global Capital Group Inc
(OTCBB:PGCG), through its subsidiaries, is engaged in the operation
of a durian plantation, leasing and development of the operation of
an oil palm plantation, commercial and residential real estate
properties in Malaysia.
Prime Global reported a net loss of US$911,522 for the year ended
Oct. 31, 2016, compared to a net loss of US$1.59 million for the
year ended Oct. 31, 2015.
Centurion ZD CPA Limited, in Hong Kong, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2016, citing 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 Oct. 31, 2016. All these factors raise substantial
doubt about its ability to continue as a going concern.
PRIME METALS: Bids Due June 30, Sale Hearing July 13
----------------------------------------------------
Prime Metals & Alloys, Inc., asks the Bankruptcy Court for the
Western District of Pennsylvania to approve the sale of
substantially all of its assets, free and clear of liens, claims
and encumbrances, for no less than $10,000,000.
The asset being sold is the Debtor's real property interests in
Homer City, Pennsylvania, located at 101 Innovation Drive, Homer
City, Pennsylvania 15748-7433, as well as accounts receivable;
Inventory located at the Real Property and in transit and in the
possession of processors and other third parties, materials,
supplies, and packaging materials, if any; All personal property,
leases and leasehold interests; Furniture, fixtures, office
equipment, tolls, supplies, vehicles, computers and
telecommunication equipment, including but not limited to hardware
and software related thereto, and telephone numbers; All
intellectual property; All rights under all contracts and
agreements related to the Debtor's business that the Buyer
designates for assumption and assignment; Customer lists, sales and
marketing materials, mailing lists, marketing lists, employee
lists, and related information; All causes of action, choses of
action and rights of recovery, and counterclaims and setoff rights
where critical vendors are potentially the adverse party; All
intangible assets and goodwill of the Debtor's business; All books
and records of the Debtor's business; and All other assets and
rights associated with or used by the Debtor's business that are
not specifically excluded.
Any party interested in purchasing the Debtor's Assets should
contact:
Anthony J. Ventura
Managing Director
Strategic Advisors, Inc.,
Tel: 724-743-5810
412-559-3906
Oxford Centre 412-288-9150 ext. 151
E-mail: ajventura@strategicad.com
All other inquiries should be directed to the counsel for the
Debtor.
The Court has issued an Order of Court approving certain bidding
procedures in connection with the sale.
Any party intending to purchase the Debtor's Assets must strictly
adhere to the terms and conditions of the Bidding Procedures Orders
and must submit a Qualified Bid (as defined in the Bidding
Procedures Order) on or before June 30, 2017.
Objections to the Sale Motion must be filed with the Bankruptcy
Court on or before July 6, 2017.
A hearing is scheduled for July 13, 2017 at 10:00 a.m., before
Chief Judge Jeffery A. Deller in Courtroom D, 54th Floor, U.S.
Steel Tower, 600 Grant Street, Pittsburgh, PA 15219, at which time
objections to the sale will be heard.
Prime Metals filed its Sale Motion in April. According to a TCR
report, the Debtor said that it employed Strategic Advisors
pre-bankruptcy to sell the Assets, and the firm marketed the Assets
for approximately one year prior to the Petition Date. The Debtor
said it anticipates that several parties could bid at an Auction.
The Debtor said the parties who may hold liens, claims, and/or
encumbrances against the Assets are: (i) S&T Bank; (ii) Internal
Revenue Service; (iii) Department of Revenue Commonwealth of
Pennsylvania; (iv) Monica L. Jones; (v) Office of the United States
Trustee; (vi) Hickman Williams & Co,; and (vii) AMG Vanadium, LLC.
Counsel to the Debtor:
Bernstein-Burkley, PC
Kirk B. Burkley, Esq.
707 Grant Street, Suite 2200
Pittsburgh, PA 15219
Tel: 412-456-8100
Fax: 412-456-8135
E-mail: kburkley@bernsteinlaw.com
About Prime Metals & Alloys
Prime Metals & Alloys, Inc., began as a scrap-trading company and
has grown to manufacturing and providing alloys, ingots, specialty
scrap materials and customized scrap blends. Prime Metals & Alloys
sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-70164) on
March 2, 2017, estimating assets of $1 million to $10 million and
$10 million to $50 million in debt. The petition was signed by
Richard Knupp, president.
Judge Jeffery A. Deller is assigned to the case.
The Debtor tapped Kirk B. Burkley, Esq., Allison L. Carr, Esq.,
and
Daniel R. Schimizzi, Esq., at Bernstein-Burkley, P.C., as counsel.
H2R CPA LLC serves as the Debtor's accountant. The Debtor employed
Strategic Advisors, Inc. to market its assets.
The official committee of unsecured creditors retained Fox
Rothschild LLP as legal counsel.
PRIME METALS: Exclusive Plan Filing Period Extended to Oct. 27
--------------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended, at the behest of
Prime Metals & Alloys, Inc., the Debtor's exclusive right to file a
plan of reorganization by 120 days to Oct. 27, 2017, and the
exclusive period to solicit acceptance on the plan until Dec. 29,
2017.
As reported by the Troubled Company Reporter on May 31, 2017, the
Debtor said the extension of the Exclusivity Periods will allow
both the bar dates and Sec. 503(b)(9) claims process to pass,
providing the Debtor time to assess all creditors in this case and
generate an inclusive plan addressing all claims. An extension of
the Exclusivity Periods will allow (i) the Court to determine the
results of the Sale Hearing, and (ii) the Debtor to close on the
potential sale to the successful bidder, the Debtor states.
Treatment of the Debtor's creditors and future of the Debtor's
business will be determined by the outcome of the sale hearing.
About Prime Metals & Alloys
Prime Metals & Alloys, Inc., began as a scrap-trading company and
has grown to manufacturing and providing alloys, ingots, specialty
scrap materials and customized scrap blends. Prime Metals & Alloys
sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-70164) on
March 2, 2017, estimating assets of $1 million to $10 million and
$10 million to $50 million in debt. The petition was signed by
Richard Knupp, president.
Judge Jeffery A. Deller is assigned to the case.
The Debtor tapped Kirk B. Burkley, Esq., Allison L. Carr, Esq.,
and
Daniel R. Schimizzi, Esq., at Bernstein-Burkley, P.C., as counsel.
H2R CPA LLC serves as the Debtor's accountant. The Debtor employed
Strategic Advisors, Inc. to market its assets.
The official committee of unsecured creditors retained Fox
Rothschild LLP as legal counsel.
PUERTO RICO: Board Lauds 9% Budget Cuts, But Wants $119M Removed
----------------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico, which
was created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act or PROMESA, said June 27,
2017, that, after analysis of the Proposed Budget submitted by the
Puerto Rico Legislature, the Oversight Board determined that "most
of the Proposed Budget can be deemed compliant with the certified
Fiscal Plan and reflects great advancement towards achieving fiscal
responsibility" but, nonetheless, issued a Notice of Violation
pursuant to PROMESA Sec. 202(c)(1)(B) because the Proposed Budget
"includes spending in several areas that are inconsistent with the
Fiscal Plan and not compliant with Board guidance."
The Notice, sent to the President of the Senate and the Speaker of
the House, with copy to the Governor of Puerto Rico, includes a
description of necessary corrective actions and provides an
opportunity to correct the violations in accordance with PROMESA.
The Board's analysis of the Proposed Budget and its determination
was based on the four resolutions approved by the Legislature on
June 23, 2017, namely Legislature Resolutions 186, 187, 188 and
189.
"The Proposed Budget takes several important steps to meet [the
Fiscal Plan's] objectives. A majority of appropriations are
dedicated to education, public safety, healthcare and welfare
needs. Pensions convert to a pay-as-you-go basis. Additional
funds are budgeted toward the healthcare system to offset the loss
of Federal funds. To protect against liquidity shortfalls, budget
reserves are restricted and can only be used after obtaining
approval from the Board. After adjusting for the need to maintain
pension payments to current retirees, the Proposed Budget reflects
a reduction in spending from FY2017 of $804 million, or more than 9
percent. This reflects significant progress in closing Puerto
Rico's historical structural budget deficit. Consequently, most of
the Proposed Budget can be deemed compliant with the certified
Fiscal Plan and reflects great advancement towards achieving fiscal
responsibility," said Oversight Board Chair Jose Carrion.
"The Proposed Budget, however, also includes spending in a few
areas that are inconsistent with the Fiscal Plan and are not
compliant with Board guidance. Given the gravity of Puerto Rico's
fiscal and liquidity situation, further adjustments to the Proposed
Budget are needed," he added.
The Notice of Violation noted that the Proposed Budget includes
overspending and ineligible expenditures in three categories that
total approximately $119 million. It therefore calls for
corrective actions to reduce the Legislature's aggregate spending
to $131 million, completely eliminate the additional spending of
$78 million in non-legislative expenditures added to the Proposed
Budget as part of the Legislature Resolutions and achieve
additional savings totaling $25 million on certain appropriations
to subsidize various industries, mayoral associations, marathons,
and festivals, among others.
The Notice of Violation also notes that the Proposed Budget does
not adequately provide for at least $200 million in specific
reforms required to implement the rightsizing requirement in the
certified Fiscal Plan. It notes that consistent with the Fiscal
Plan, the Proposed Budget included savings of $440 million
generated from personnel and non-personnel government rightsizing
targets. Of that amount, however, at least $200 million of
potential savings lacked specific implementation plans that
demonstrate the types of agency level operational and structural
reforms needed to reduce the size of the government and eliminate
non-critical services.
The Notice outlines several alternatives to correct the $319
million deficiency. "The first, and preferred, alternative is for
the government to reduce spending in accordance with the
guidelines provided in this notice of violation. This must be
supplemented with specific agency level operational and structural
rightsizing reforms to reduce the size of government and eliminate
non-critical services," noted Carrion.
Should the shortfall not be addressed appropriately, additional
measures, such as furloughs and the reduction or elimination of the
Christmas bonus, as well as commensurate savings from the
Legislature's appropriations, will need to be considered prior to
the Board's certification of the Proposed Budget.
The Notice of Violation cites that the Board will reserve its right
to review progress of the rightsizing measures in 60 days to
determine which measures still have not been validated and to
finalize the level of furlough and Christmas bonus
reductions/eliminations that are required to make the budget
compliant with the Fiscal Plan.
The deadline to comply with the Notice of Violation is 5:00 pm on
Thursday, June 29th. Failure to comply will result in the Board
certifying its own budget that will be deemed compliant with the
Fiscal Plan.
Necessary Corrective Action
In its letter to Senator Thomas River Schatz and House Speaker
Carlos J. Mendez Nunez, the Oversight Board said the Proposed
Budget includes overspending and ineligible expenditures in three
categories that total approximately $119 million. Inability to
reduce spending in these areas would, regrettably, increase the
size of alternative corrective actions that would need to be
considered to offset the additional expenditures.
(1) Additional legislative expenditures. The Proposed Budget
increases appropriations for the legislative branch significantly
beyond the level in the government's original budget submission.
Legislative spending increased from $131 million to $147 million
between the initial submission and the final Proposed Budget. The
additional $16 million in legislative expenditures were added to
the Proposed Budget without the same rigor or review as other
components of the Proposed Budget, and, in some cases, appear
duplicative of other expenses already allocated to the legislative
branch. The aggregate appropriations to the legislative branch
should be reduced to $131 million.
(2) Additional non–legislative expenditures. Additional
spending of $78 million in non-legislative expenditures were also
added to the Proposed Budget. This includes, among other
appropriations, additional spending on payroll, operating expenses,
subsidies to municipalities, sports activity spending, and
appropriations for entities previously funded by other sources.
Spending in these areas is a violation as it depends on
inappropriate sources of savings, including the elimination of the
mandatory 1% required budgetary reserve, to fund these incremental
appropriations. This additional spending should be eliminated in
its entirety.
(3) Savings on earmarks and special expenditures. Previous
Board guidance to the Governor and Legislature conveyed that
spending on certain earmarks and special expenditure appropriations
be reviewed and reduced by at least 33 percent, for a targeted
reduction of $30 million. These included reductions in
appropriations to subsidize various industries, associations,
museums, foundations, choirs, ballets, operas, marathons,
festivals, municipalities, scholarships, and professional athletes,
among others, that are otherwise not subject to the rightsizing
adjustments imposed on other agencies. The objective for this
request was to ensure consistency and equal treatment amongst all
appropriations in the Proposed Budget. While many smaller earmarks
and special expenditures were reduced or eliminated during the
budget review process, the final savings from this category of
spending totaled less than $5 million. Additional reductions
totaling $25 million are warranted on these earmarks and special
expenditures. The Oversight Board added that the Proposed Budget
does not adequately provide for at least $200 million in specific
reforms required to implement the rightsizing requirement in the
certified Fiscal Plan.
(4) Insufficient rightsizing measures. Consistent with the
Fiscal Plan, the Proposed Budget included savings of $440 million
generated from personnel and non-personnel government rightsizing
targets. Of that amount, however, at least $200 million of
potential savings lacked specific implementation plans that
demonstrate the types of agency level operational and structural
reforms needed to reduce the size of the government and eliminate
non-critical services. Specific implementation plans must be
submitted to give the Board confidence those savings will be
achieved. Without the identification of specific sources of
savings and adequate implementation plans to achieve such savings,
alternative corrective actions will be needed to improve confidence
that the appropriate level of rightsizing savings will be met.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, management of other pretrial proceedings.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth. The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
QUANTEX LABORATORIES: Taps Paul Gauer as Legal Counsel
------------------------------------------------------
Quantex Laboratories, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire legal counsel.
The Debtor proposes to hire Paul Gauer, Esq., to give legal advice
regarding its duties under the Bankruptcy Code, and provide other
legal services related to its Chapter 11 case.
Mr. Gauer will charge an hourly fee of $300 for his services. He
will receive $300 for initial consultation and document review, and
a retainer of $3,500, plus a filing fee of $1,717.
Mr. Gauer does not hold or represent any interest adverse to the
Debtor's bankruptcy estate, and is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code, according to
court filings.
Mr. Gauer maintains an office at:
Paul Gauer, Esq.
347 Franklin Street
Bloomfield, NJ 07003
Tel: (973) 743-7050
Fax: (973) 743-9173
Email: gauerlaw@aol.com
About Quantex Laboratories Inc.
Quantex Laboratories, Inc. -- http://www.quantexlabs.com-- serves
the pharmaceutical, personal care products, medical device,
cosmetics and other life science companies. The Debtor was founded
in 1992 and is based in Cranbury, New Jersey.
The Debtor's GMP analytical services support product manufacturing,
formulation development, release testing, analytical chemistry,
analytical development, drug and biopharmaceutical development, CMC
support, stability storage, and drug delivery device testing, as
well as regulatory support for e-liquids.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 17-22754) on June 22, 2017. James
Menoutis, chief executive officer, signed the petition.
At the time of the filing, the Debtor estimated $1 million to $10
million in assets and liabilities.
QUAYCO LLC: Hires Calaiaro Valencik as Counsel
----------------------------------------------
Quayco, LLC, seeks authority from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to employ Calaiaro Valencik, as
counsel to the Debtor.
Quayco, LLC requires Calaiaro Valencik to:
(a) prepare the bankruptcy petition and attendance at the
first meeting of creditors;
(b) represent the Debtor in relation to acceptance or
rejection of executory contracts;
(c) advise the Debtor with regard to its rights and
obligations during the Chapter 11 reorganization;
(d) advise the Debtor regarding possible preference actions;
(e) represent the Debtor in relation to any motions to convert
or dismiss the Chapter 11;
(f) represent the Debtor in relation to any motions for relief
from stay filed by creditors;
(g) prepare the Plan of Reorganization and Disclosure
Statement;
(h) prepare any objection to claims in the Chapter 11; and
(i) represent the Debtor in general.
Calaiaro Valencik will be paid at these hourly rates:
Attorney $300
Staff Attorney $250
Paralegal $100
Calaiaro Valencik will be paid a retainer in the amount of $10,000.
However, the Debtor did not pay the retainer when the case was
filed. The Debtor will make post-petition payments until the
retainer has been paid, and will pay the retainer within 120 days.
Calaiaro Valencik will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Donald R. Calaiaro, partner of Calaiaro Valencik, 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.
Calaiaro Valencik can be reached at:
Donald R. Calaiaro, Esq.
Calaiaro Valencik
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219-1621
Tel: (412) 232-0930
About Quayco, LLC
Quayco, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Pa. Case No. 17-22377) on June 8, 2017, disclosing under $1 million
in both assets and liabilities. The Debtor is represented by Donald
R. Calaiaro, Esq., at Calaiaro Valencik.
RADIO PERRY: Hires Wilkinson Barker as Special Counsel
------------------------------------------------------
Radio Perry, Inc. and Radio Peach, Inc., seek authority from the
U.S. Bankruptcy Court for the Middle District of Georgia to employ
Wilkinson Barker Knauer, LLP, as special counsel to the Debtors.
The Debtors requires new filing to a Federal Communications
Commission ("FCC") mandated change in the Debtor's TV frequency and
in order to change the ownership of the FCC licenses for the
receiver to the Debtors.
Radio Perry requires Wilkinson Barker to represent the Debtor in
FCC matters for the benefit of the Debtors' bankruptcy estates.
Wilkinson Barker will be paid at the hourly rate of $485.
Wilkinson Barker has filed a proof of claim in the bankruptcy
proceeding as an unsecured creditor, with a claim amount of $20,
710.63.
Wilkinson Barker will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David A. O'Connor, member of Wilkinson Barker Knauer, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Wilkinson Barker can be reached at:
David A. O'Connor, Esq.
WILKINSON BARKER KNAUER, LLP
1800 M Street, NW, Suite
Washington, DC 20036
Tel: (202) 383-3429
About Radio Perry, Inc. and Radio Peach, Inc.
Radio Perry, Inc. and Radio Peach, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M. D. Ga. Case Nos.
16-52371 and 16-52372) on November 15, 2016. The petition was
signed by Lowell Register, Sr., president. Wesley J. Boyer, Esq.,
at Katz Flatau & Boyer, LLP, serves as bankruptcy counsel.
At the time of the filing, the Debtors estimated assets and
liabilities at $1 million to $10 million.
RANGER TRANSPORT: Administrator Proposes Committee Non-Appointment
------------------------------------------------------------------
Teresa Jacobs, the U. S. Bankruptcy Administrator for the Middle
District of Alabama, recommended that no unsecured creditors'
committee be appointed in the Chapter 11 case of Ranger Transport,
Inc.
The court official said only two of the 20 largest unsecured
creditors of Ranger Transport are not partially secured, adding
that it would not be practical to solicit for the formation of a
committee.
Ranger Transport is represented by:
Cameron A. Metcalf, Esq.
Espy, Metcalf & Espy, P.C.
P.O. Drawer 6504
Dothan, AL 36302
Tel: 334-793-6288
Email: cam@espymetcalf.com
About Ranger Transport Inc.
Based in Georgetown, Georgia, Ranger Transport, Inc. provides
freight transportation services and hauling cargo.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Ala. Case No. 17-11221) on June 23, 2017. Robert
E. Thompson, Esq., authorized representative, signed the petition.
The case is assigned to Judge William R. Sawyer.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
REBECCA & JESSICA: Hires Wisdom Professional as Accountant
----------------------------------------------------------
Rebecca & Jessica Cab Corp., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Wisdom Professional Services, Inc., as accountant to the Debtor.
Rebecca & Jessica requires Wisdom Professional to:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports for the Debtor in the
bankruptcy proceeding.
Wisdom Professional will be paid at the hourly rate of $300.
Wisdom Professional received an initial retainer in the amount of
$1,500 prior filing of the petition.
Wisdom Professional will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael Shtarkman, member of Wisdom Professional Services, 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.
Wisdom Professional can be reached at:
Michael Shtarkman
WISDOM PROFESSIONAL SERVICES, INC.
2546 East 17th Street, 2nd Floor
Brooklyn, NY 11235
Tel: (718) 554-6672
About Rebecca & Jessica Cab Corp.
Rebecca & Jessica Cab Corp., based in North Port, FL, filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-42998) on June 8,
2017. The Hon. Nancy Hershey Lord presides over the case. Alla
Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $0 in assets and $3 million
in liabilities. The petition was signed by Diana Libo, president.
REGENCY HOTEL: Siegel Group Buys Business Out of Bankruptcy
-----------------------------------------------------------
The Siegel Group Nevada, Inc., a real estate investment and
management company founded by Stephen Siegel, on June 21, 2017,
disclosed that it had purchased the former Regency Hotel out of
bankruptcy for $5 million. This acquisition increases the number
of Siegel Suites and Siegel Suites Select properties throughout the
southwestern United States to 40 and marks the introduction of The
Siegel Group's flexible-stay and extended-stay brands to the Texas
market. Besides the company's many Siegel Suites locations, The
Siegel Group also owns and operates a sizable commercial real
estate portfolio.
The 241-unit property, which will be renamed Siegel Suites Dallas,
sits on a large 6.55-acre parcel and consists of four buildings
ranging from one to five stories totaling over 153,000 square feet.
The property has substantial amenities and common area space
including a bar and restaurant, commercial kitchen and laundry
facility, theatre, office space, a fitness center and outside pool
and multiple conference and banquet areas. Built in 1977 and
located on Lyndon B Johnson Freeway, the property was originally
constructed as a Holiday Inn. At the time, it was the largest hotel
in Northeast Dallas. In the following years, the property was
operated under the Radisson brand before its most recent
reincarnation as the Regency Hotel. The Regency Hotel recently
closed due to mismanagement and health and safety issues. In
converting the location to its popular Siegel Suites brand, The
Siegel Group will immediately commence a renovation of the property
to address substantial deferred maintenance issues and add
amenities and improvements characteristic of its many other
locations. Executives from The Siegel Group will also be working
on redevelopment plans to take advantage of the property's
excellent location. Initial plans include the potential demolition
of a large structure that houses the bar, restaurant and conference
and banquet areas to construct in its place a stand-alone building
to accommodate either a fast-food or retail use.
Stephen Siegel, President of The Siegel Group stated: “We are
excited to have entered the Texas market with the acquisition of
such an incredible property that has so much potential. We look
forward to turning a closed and blighted property into a successful
business that positively adds to both the surrounding community and
City of Dallas. This is the first of many locations we will be
opening in the Texas market and will be announcing additional
locations in the near future that are currently in escrow.”
The Siegel Group, which owns and operates a sizable commercial real
estate portfolio consisting of apartments, extended-stay hotels and
apartments, hotels, retail, office, and development projects, will
be operating the property as a Siegel Suites -- the company's
flagship brand of apartment communities which provide fully
furnished apartment units and allow for flexible payment options
without requiring a long-term commitment. Additionally, all Siegel
Suites offer a range of amenities including its popular Siegel
Rewards(TM) program which provides loyalty points that can be
earned and applied towards a free stay, gift cards, electronics and
much more.
The Siegel Group is actively looking to acquire value-added
properties throughout the United States and is working closely with
lenders and private parties to take over distressed assets. If you
have a property you would like to submit for consideration, please
email properties@siegelcompanies.com.
About The Siegel Group Nevada
The Siegel Group -- http://www.siegelcompanies.com-- a real estate
investment and management company founded by Stephen Siegel with
offices in Las Vegas, Nevada and Studio City, California,
specializes in the acquisition, disposition and development of
under-performing, value-added real estate and businesses with
significant turn-around potential. The company's extensive
expertise in the areas of operations, management, finance,
marketing, branding, leasing, renovation, design, entitlements,
construction, and redevelopment enable The Siegel Group to elicit
an operational turnaround on the assets it acquires. These assets
include many businesses and a commercial real estate portfolio
comprising of multi-residential apartment complexes, flexible-stay,
boutique resorts, hotel-casinos, retail, office, restaurant, bars,
and nightclubs.
ROCK STAR: Hires Landrau Rivera as Attorney
-------------------------------------------
Rock Star Chef Corporation, seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Landrau
Rivera & Assoc., as attorney to the Debtor.
Rock Star requires Landrau Rivera to:
a. advise the Debtor-in-Possession with respect to its duties,
powers and responsibilities in the bankruptcy case under
the laws of the U.S. and Puerto Rico in which the Debtor-
in-Possession conducts its business, or is involved in
litigation;
b. advise the Debtor-in-Possession in connection with a
determination whether a reorganization is feasible and, if
not, aid the Debtor in the orderly liquidation of its
assets;
c. assist the Debtor-in-Possession with respect to
negotiations with creditors for the purpose of proposing a
viable plan of reorganization;
d. prepare on behalf of the Debtor-in-Possession the necessary
complaints, answers, orders, reports, memoranda of law and
any other legal papers or documents;
e. appear before the Bankruptcy Court, or any court in which
the Debtor as Debtor-in-Possession asserts a claim interest
or defense directly or indirectly related to the bankruptcy
case;
f. perform such other legal services for the Debtor as may be
required in the bankruptcy proceedings or in connection
with the operation and involvement with the Debtor's
business, including but not limited to notarial services;
and
g. employ other professional services as necessary to complete
the Debtor's financial reorganization with Chapter 11 of
the Bankruptcy Code.
Landrau Rivera will be paid at these hourly rates:
Attorney $175-$200
Legal Assistant $75
Landrau Rivera will be paid a retainer in the amount of $5,000.
Landrau Rivera will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Noemi Landrau Rivera, member of Landrau Rivera & Assoc., 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.
Landrau Rivera can be reached at:
Noemi Landrau Rivera, Esq.
LANDRAU RIVERA & ASSOC.
1423 Fraser Street, Urb. Reparto Landrau
San Juan, PR 00927-0219
Tel: (787) 774-0224
Fax: (787) 793-1004
About Rock Star Chef Corporation
Rock Star Chef Corporation, filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 17-03998) on June 2, 2017, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Noemi Landrau Rivera, Esq., at Landrau Rivera &
Assoc.
ROLAW OF SHELTER: Hires Macco & Stern as Attorney
-------------------------------------------------
Rolaw of Shelter Island Inc., d/b/a Michael Anthony's Food Bar,
seeks authority from the U.S. Bankruptcy Court for the Eastern
District of New York to employ Macco & Stern, LLP, as attorney to
the Debtor.
Rolaw of Shelter requires Macco & Stern to:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor-in-Possession in the continued
management and operation of its business and property;
b. negotiate with creditors of the Debtor in formulating a
plan of reorganization, to take all necessary steps to
confirm such plan, including as necessary, negotiations for
financing of the plan and continued operations of the
Debtor;
c. prepare and file on behalf of the Debtor, as a Debtor-in-
Possession, all necessary applications, motions, orders,
reports, complaints, and other pleadings and documents;
d. appear before and protect and advance the interest of the
Debtor before the Bankruptcy Court, all appellate courts,
and the U.S. Trustee; and
e. perform legal services for the Debtor, as a Debtor-in-
Possession, which may be necessary and appropriate in the
Chapter 11 case.
Macco & Stern will be paid at its standard hourly rates.
Prior to the filing of the Chapter 11, Macco & Stern received an
initial retainer in the amount of $17,500, and $1,717 filing fee.
Macco & Stern will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael J. Macco, partner of Macco & Stern, 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.
Macco & Stern can be reached at:
Michael J. Macco, Esq.
MACCO & STERN, LLP
2950 Express Drive South, Suite 109
Islandia, NY 11749
Tel: (631) 479-2869
About Rolaw of Shelter Island Inc.
Rolaw of Shelter Island Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 17-73626) on June 13, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Michael J. Macco, Esq., at Macco & Stern,
LLP.
RUE INVESTMENTS: Hires Marc Voisenat as Attorney
------------------------------------------------
Rue Investments LLC, seeks authority from the U.S. Bankruptcy Court
for the Northern District of California to employ the Law Offices
of Marc Voisenat, as attorney to the Debtor.
Rue Investments requires Marc Voisenat to prepare and file a plan
of reorganization and disclosure statement.
Marc Voisenat will be paid at the hourly rate of $400.
Marc Voisenat will be paid a retainer in the amount of $7,500.
Marc Voisenat will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Marc Voisenat, member of the Law Offices of Marc Voisenat, 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.
Marc Voisenat can be reached at:
Marc Voisenat, Esq.
LAW OFFICES OF MARC VOISENAT
1330 Broadway Suite 734
Oakland, CA 94612
Tel: (510) 272-9710
About Rue Investments LLC
Rue Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 17-41437) on May 31, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Marc Voisenat, Esq., at the Law Offices of Marc
Voisenat.
RWK ELECTRIC: July 26 Disclosure Statement Hearing
--------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on July 26, 2017, at
1:30 p.m. to consider approval RWK Electric Co., Inc.'s disclosure
statement and accompanying plan of reorganization, dated June 14,
2017.
The last day for filing with the Court and serving written
objections to the Disclosure Statement is fixed at five business
days prior to the hearing date set for approval of the Disclosure
Statement (July 19, 2017).
The Troubled Company Reporter previously reported that under the
plan, the Debtor will pay holders of Allowed Class IV Claims the
sum of $30,300 over five years. The Debtor will pay the holders of
Allowed Class IV Claims on the first Business Day that occurs 11
months after the Effective Date and every year thereafter for four
years each Class IV Claimant's pro rata share of Allowed Class IV
Claims.
The Debtor will fund the Plan with its prepetition receivables, its
post-petition income, and post-confirmation income. The
pre-petition receivables (including the ASU Receivables and T-3
Receivables) total approximately $615,845.83, excluding any
pre-liens; the total post-petition, pre-confirmation receivables
total approximately $54,464.86. Finally, Debtor has approximately
$248,874.43 on hand that is earmarked to help fund the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb16-14195-86.pdf
About RWK Electric Co.
RWK Electric Co., Inc., is an Arizona corporation in the business
of providing electrical services for commercial and residential
properties. The Debtor's principal, Rodney Kawulok, started the
business in Phoenix, Arizona in 1986. The Debtor is Small
Business
Enterprise-certified, and it has established an excellent
reputation in the industry. The Debtor offers a wide range of
electrical services including: (i) general service for commercial
and residential properties; (ii) maintenance, configuration, and
installation of low and high voltage (AC and DC) systems; and
(iii)
servicing and installing specialty systems, including fire and
life
safety systems, generators, and other backup power systems.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 16-14195) on Dec. 16, 2016. The petition was signed by
Rodney W. Kawulok, president. In its petition, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Eddward P. Ballinger Jr. presides over the case. Allen
Barnes & Jones, PLC, represents the Debtor as counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
SEARS CANADA: Common Shares Will be Delisted From NASDAQ
--------------------------------------------------------
Sears Canada Inc. received notice from the Listing Qualifications
Department of the NASDAQ Stock Market LLC indicating that it has
determined to delist the Company's common shares from The Nasdaq
Stock Market, and to suspend trading in the common shares at the
opening of business on July 3, 2017, unless the Company requests an
appeal of that decision to delist the shares. The Company will not
appeal the decision. NASDAQ has made its determination based on
the granting of an order on June 22, 2017, by the Ontario Superior
Court of Justice (Commercial List) providing the Company with
protection from its creditors under the Companies' Creditors
Arrangement Act (Canada), as well as the failure by the Company to
comply with NASDAQ Listing Rule 5450(a)(1).
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers
premium quality Sears Label products, designed and sourced by Sears
Canada, and of-the-moment fashion and home décor from designer
labels in The Cut @Sears. Sears Canada also has a top ranked
appliance and mattress business in Canada. Sears Canada is
undergoing a reinvention, including new customer experiences at
every touchpoint, a new e-commerce platform, new store concepts,
and a new set of customer service principles designed to deliver
WOW experiences to customers. Information can be found at
sears.ca/reinvention. Sears Canada operates as a separate entity
from its U.S.-based co-founder, now known as Sears Holdings
Corporation, based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.108
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted
an order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. The Initial Order also
provides for a stay of proceedings for an initial 30-day period
until July 22, 2017, subject to further extensions by the Court.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SER-JOBS FOR PROGRESS: 1% Recovery for Unsecureds Under Plan
------------------------------------------------------------
Ser-Jobs For Progress, Inc. filed with the U.S. Bankruptcy Court
for the Southern District of Florida a disclosure statement
describing its plan of reorganization, dated June 23, 2017.
Class 3 under the Plan consists of the general unsecured creditors.
Each holder of an allowed Class 3 general unsecured claim shall be
paid 1%, in one lump sum on the fifth anniversary of the effective
date of the Plan.
Payments and distributions under the Plan will be funded by the
continued operations of the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb17-14693-29.pdf
About Ser-Jobs For Progress, Inc.
Ser-Jobs For Progress, Inc., filed a Chapter 11 bankruptcy
petition
(Bankr. S.D. Fla. Case No. 17-14693) on April 14, 2017. Drew M.
Dillworth, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A., serves as bankruptcy counsel.
The Debtor's assets and liabilities are both below $1 million.
SHORT ENTERPRISES: Plan Filing Deadline Moved to July 10
--------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois has extended, at the behest of Short
Enterprises, Inc., the time for the Debtor to file a Chapter 11
plan to and including July 10, 2017.
About Short Enterprises
Short Enterprises, Inc., filed a Chapter 11 petition (Bankr. S.D.
Ill. Case No. 16-41020) on Nov. 2, 2016. The petition was signed
by Gail Short, restructuring officer. The Debtor estimated assets
and liabilities at $1 million to $10 million at the time of the
filing.
The case is assigned to Judge Laura K. Grandy.
The Debtor is represented by Robert E. Eggman, Esq., at Carmody
Macdonald P.C. The Debtor taps Kevin W. Bragee, of Kevin W.
Bragee, CPA, LLC, as accountant and Bill Cockrum Liquidations, LLC,
as auctioneer.
The Office of the U.S. Trustee on Dec. 28, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Short Enterprises, Inc.
SHORT ENTERPRISES: Wants Plan Filing Deadline Extended to July 10
-----------------------------------------------------------------
Short Enterprises, Inc., requests the U.S. Bankruptcy Court for the
Southern District of Illinois to extend the Plan Filing Deadline
through and including July 10, 2017.
The Debtor explains that it has sold substantially all of its
assets and has recently distributed the sales proceeds to its
secured creditors after Court authorization.
The Debtor claims that it has no means to file or implement a
Chapter 11 plan of reorganization. The Debtor tells the Court that
the only plan that it could file in this case is a liquidating
plan, however, all of the Debtor's assets are subject to the liens
of The Bank of Carbondale. The Debtor acknowledges that The Bank of
Carbondale holds the majority of unsecured claims by virtue of its
unsecured deficiency claims.
The Debtor tells the Court that it has engaged in numerous
discussions with The Bank of Carbondale regarding whether the Bank
wishes for the case to be dismissed, converted, or for a
liquidating plan to be filed. However, The Bank of Carbondale
requires additional time to review and weigh the potential costs
and benefits of how the instant case should be finally resolved.
Accordingly, the Debtor requests that the Plan Filing Deadline be
extended so that The Bank of Carbondale can advise the Debtor
whether it wishes for a liquidating plan to be filed in the instant
case.
About Short Enterprises
Short Enterprises, Inc., filed a chapter 11 petition (Bankr. S.D.
Ill. Case No. 16-41020) on Nov. 2, 2016. The petition was signed by
Gail Short, restructuring officer. The Debtor is represented by
Robert E. Eggman, Esq., at Carmody Macdonald P.C. The case is
assigned to Judge Laura K. Grandy. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
The Debtor taps Kevin W. Bragee, of Kevin W. Bragee, CPA, LLC as
accountant and Bill Cockrum Liquidations, LLC as auctioneer.
The Office of the U.S. Trustee on Dec. 28, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Short Enterprises, Inc.
SIGEL'S BEVERAGES: Sigel's Acquisition Buying All Assets for $13M
-----------------------------------------------------------------
Sigel's Beverages, L.P., asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize its Asset Purchase
Agreement with Sigel's Acquisition, LLC in connection with the sale
of substantially all assets for $13,100,000.
During the pendency of its bankruptcy case, the Debtor has taken
steps to enhance the profitability of its retail operations. Along
with its other first day motions, it filed its Motion to Reject
Leases, and on Dec. 23, 2016, the Court entered the Rejection Order
granting the Motion to Reject and setting the effective date of
rejection for the leases addressed in the Motion to Reject. The
Debtor has assumed the leases on its remaining stores save and
except for the leases related to Stores 9, 11, and 12 held by
United Legacy Ltd., The Florida Co., and Mobile City Ltd.
Partnership, respectively.
Sigel's has marketed its assets and operations for sale throughout
its case with the assistance of its counsel and its financial
advisor. During the course of its case, it has executed
non-disclosure agreements and has engaged in substantive
discussions and negotiations regarding a potential sale with at
least two strategic purchasers. Additionally, it's executed
non-disclosure agreements and engaged in discussions and
negotiations regarding a potential sale with a number of financial
purchasers.
Beginning in mid-April 2017, Sigel's has engaged in discussions and
negotiations with representatives of Retail Plazas, Inc. concerning
a sale of its operating assets. Those negotiations have resulted
in the APA between Sigel's and the Purchaser which are being
withheld for proprietary and/or confidentiality reasons.
The APA provides for the purchase of substantially all of Sigel's
assets, including its real property assets, business personal
property, inventory, intellectual property, cash and cash
equivalents and goodwill, for the purchase price of $13.1 million.
The Purchaser will assume the unexpired real property leases,
equipment leases, and executory contracts identified below and will
continue Sigel's retail and wholesale operations under the Sigel's
brand name. The Purchaser will also acquire Sigel's interests in
any and all Chapter 5 causes of action.
The APA contemplates that lienholders secured in property to be
sold will be paid at closing from sale proceeds and/or the Debtor's
cash collateral, including the payment of all Dallas County ad
valorem tax claims secured by the Debtor's real property, the
mortgage lien in favor of PNC Bank National Association secured by
its headquarters and warehouse located at 2960 Anode Lane, and the
UCC lien in favor of PNC Bank National Association secured by its
inventory, accounts receivable, and furniture.
Additionally, the APA contemplates that the trade vendors
identified, representing holders of administrative expense claims,
will be paid at closing pursuant to agreed stipulations to be
presented to the Court, along with all other allowed administrative
expense claims and the agreed settlement amount between the Debtor
and the Thompson entities, which is being presented separately to
the Court in a motion pursuant to Bankruptcy Rule 9019. The Debtor
asks authority to pay all other claims of the estate, which are
nominal after satisfaction of other claims addressed by the APA, as
allowed and approved by the Court. The Debtor will reserve the
remainder of the net sale proceeds in the estate for payment of
administrative claims that may be allowed after closing pursuant to
further orders of the Court.
As more fully described in the APA, Sigel's will sell the assets
free and clear of all pledges, liens, security interests,
encumbrances, claims, charges, options and interests thereon and
there against. The Debtor's assets include, but not limited to,
(i) all accounts receivable and prepaid expenses; (ii) all assigned
contracts and assigned personal property leases; (iii) all real
property interests, including its headquarters location at 2960
Anode Lane; (iv) all leasehold interests and improvements in the
assigned unexpired real property leases; (v) all tangible personal
property, including business personal property and wine, beer, and
spirits inventory; and (vii) all cash and cash equivalents of the
business.
The Purchaser will assume liability to pay any cure amounts
required for the assumption and/or assignment of the purchased real
property leases, personal property leases, and executory contracts.
It reserves the right and asks the Court's authority to transfer
any of the purchased contracts or leases to its affiliated entities
as it may deem necessary. The Debtor asks authority to assume and
assign the unexpired real property leases.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Sigels_Beverages_208_Sales.pdf
The proposed sale of the Sigel's Assets represents the highest and
best use of the assets of the estate in order to provide the
highest return to unsecured creditors. The sale price is an amount
well in excess of the aggregate value of all liens against the
Sigel's Assets. Accordingly, the Debtor asks the Court to approve
the relief sought.
The Debtor does not anticipate an objection to the sale, and thus
asks that the Court waives the 14-day stay periods under Federal
Rules of Bankruptcy Procedure 6004(h) and 6006(d).
The Purchaser:
SIGEL'S ACQUISITION, LLC
2929 Carlisle Street, Suite 170
Dallas, TX 75204
Attn: Jeffrey L. Olyan
E-mail: jolyan@retailplazas.com
The Purchaser is represented by:
MILLER, EGAN, MOLTER & NELSON LLP
2911 Turtle Creek Blvd., Suite 1100
Dallas, TX 75219
Attn: Shane M. Egan, Esq.
Attn: Jeffrey L. Olyan
E-mail: shane.egan@MillerEgan.com
Counsel for Debtor:
Gerrit M. Pronske, Esq.
Melanie P. Goolsby, Esq.
Jason P. Kathman, Esq.
PRONSKE GOOLSBY & KATHMAN, P.C.
901 Main Street, Suite 610
Dallas, TX 75202
Telephone: (214) 658-6500
Facsimile: (214) 658-6509
E-mail: gpronske@pgkpc.com
mgoolsby@pgkpc.com
jkathman@pgkpc.com
About Sigel's Beverage
Sigel's Beverage, L.P., is a 111-year-old distributor and
wholesaler of fine wines and spirits. It is one of the largest
local distributors of alcohol in the Dallas Fort Worth Metroplex.
In addition to its wholesale division, it also operates 10 retail
store locations in the Metroplex.
Sigel's Beverage, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-34118) on Oct. 20,
2016. Anthony J. Bandiera, chief executive officer of Milan
General Investments, Inc., general partner of the Debtor, signed
the petition.
The Debtor estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
Judge Barbara J. Houser presides over the Debtor's case.
Pronske, Goolsby & Kathman, P.C., serves as counsel to the Debtor,
with the engagement led Gerrit M. Pronske, Esq., and Jason P.
Kathman, Esq. Bridgepoint Consulting, LLC, is the Debtor's
financial and restructuring advisor.
On Dec. 31, 2016, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.
SIRIUS XM: Notes Upsize Plan No Impact on Moody's Ba3 CFR
---------------------------------------------------------
Moody's Investors Service said Sirius XM Radio Inc.'s Ba3 Corporate
Family Rating (CFR), existing debt ratings and stable outlook are
not impacted by the company's plan to increase the size of the new
5-year senior note to $750 million from $500 million and 10-year
senior note to $1.25 billion from $1.0 billion.
Headquartered in New York, NY, Sirius XM Radio Inc., is a
wholly-owned operating subsidiary of Sirius XM Holdings Inc., which
provides satellite radio services in the United States and Canada
through a fleet of five owned satellites.
SPECTRASCIENCE INC: Reports $1 Million Net Loss for Q1 2017
-----------------------------------------------------------
SpectraScience, Inc. posted a net loss of $1,003,776 for the
quarter, compared to $2,056,334 from the same period in March
2016.
In its Form 10-Q report for the quarterly period ended March 31,
2017, filed with the Securities and Exchange Commission,
SpectraScience says its sources of cash, historically, have come
from the issuance and sale of equity securities and debentures. The
Company's historical cash outflows have been primarily used for
operating activities including research, development,
administrative and sales activities. Fluctuations in the Company's
working capital due to timing differences of its cash receipts and
cash disbursements also impact its cash flow. The Company expects
to incur significant additional operating losses through at least
the end of 2017, as it completes proof-of-concept trials, conducts
outcome-based clinical studies and increases sales and marketing
efforts to commercialize the WavSTAT4 System in Europe.
If the Company does not receive sufficient funding, there is
substantial doubt that the Company will be able to continue as a
going concern. The Company may incur unknown expenses or may not be
able to meet its revenue forecast, and one or more of these
circumstances would require the Company to seek additional capital.
The Company may not be able to obtain equity capital or debt
funding on terms that are acceptable. Even if the Company receives
additional funding, such proceeds may not be sufficient to allow
the Company to sustain operations until it becomes profitable and
begins to generate positive cash flows from operations.
As of March 31, 2017, the Company had a working capital deficit of
$10,647,039 and cash of $100,001, compared to a working capital
deficit of $10,439,707 and cash of $3,550 as of December 31, 2016.
The Company uses agents to assist it with raising capital and has
commenced raising capital on its own. During the three months ended
March 31, 2017, the Company raised $289,000, net of transaction
costs of $20,000, under these agreements. However, if the Company
does not receive additional funds in a timely manner, the Company
could be in jeopardy as a going concern. The Company may not be
able to find alternative capital or raise capital or debt on terms
that are acceptable. Management believes that if the events defined
in the Engagement Agreements occur as expected, or if the Company
is otherwise able to raise a similar level of funds, such proceeds
will be sufficient to allow the Company to sustain operations until
it attains profitability and positive cash flows from operations.
However, the Company may incur unknown expenses or may not be able
to meet its revenue expectations requiring it to seek additional
capital. In such event, the Company may not be able to find capital
or raise capital or debt on terms that are acceptable.
The holders of Convertible Debentures control the conversion of the
Convertible Debentures and certain of the Convertible Debentures
were not converted at their maturity constituting a potential
default on the matured, but unconverted, Convertible Debentures. In
the event of such default, principal, accrued interest and other
related costs are immediately due and payable in cash. As of March
31, 2017, Convertible Debentures with a face value of $5,998,875
held by 80 individual investors are in default. None of these
investors have served notice of default on the Convertible
Debentures held by them.
At March 31, 2017, the Company had total assets of $1,407,732
against total current liabilities of $11,070,084; Total mezzanine
equity of $30,850; and total shareholders' deficit of $11,043,202.
About SpectraScience
SpectraScience, Inc., develops and manufactures innovative Laser
Induced Fluorescence spectrophotometry systems capable of
determining whether tissue is normal, pre-cancerous or cancerous
without removing tissue from the body. The WavSTAT Optical Biopsy
System is SpectraScience's first product to incorporate its
proprietary fluorescence technology for clinical use. The WavSTAT
System carries the CE mark designation which allows for the sale
and marketing in the European Union for the diagnosis of cancer.
STEPPING STONES: Taps Gambrell & Associates as Legal Counsel
------------------------------------------------------------
Stepping Stones, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Mississippi to hire legal counsel in connection
with its Chapter 11 case.
The Debtor proposes to hire Gambrell & Associates, PLLC to, among
other things, assist it in consultations concerning the
administration of its case, investigate its financial condition,
and formulate a bankruptcy plan.
The hourly rates charged by the firm are:
Robert Gambrell $300
LeAnne Abbott $250
Bridgette Davis $200
Paralegal $100
The firm received a retainer of $6,717, of which $6,517 was paid by
the Debtor's equity security holders.
Gambrell has no connection of any kind or nature with creditors and
with the Debtor other than assisting it in preparing for the filing
of its case, according to court filings.
The firm can be reached through:
Robert Gambrell, Esq.
Gambrell & Associates, PLLC
101 Ricky D. Britt Sr. Blvd., Suite 3
Oxford, MS 38655-4236
Phone: 662-281-8800
Email: rg@ms-bankruptcy.com
About Stepping Stones Inc.
Stepping Stones, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-11015) on March 20,
2017. Elizabeth A. Clardy, vice-president, signed the petition.
At the time of the filing, the Debtor estimated less than $500,000
in assets and less than $1 million in liabilities.
The Debtor previously filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 16-10372). The case was filed on February 5, 2016.
STINAR HG: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Stinar HG, Inc., and Oakridge
Holdings, Inc., as of June 26, according to a court docket.
About Stinar HG & Oakrdige
Stinar HG, Inc., d/b/a The Stinar Corporation, is a
Minnesota-based company that manufactures ground support equipment
for the aviation industry. The late Frank Stinar founded Stinar
Corp. in 1946. Stinar's products are used to load, service, and
maintain all types of aircraft for both government and commercial
applications. The company's corporate headquarters and its 40,000
square foot manufacturing facility are in Eagan, Minnesota.
On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a
publicly held Minnesota-based company, became the new owner of
Stinar. Currently, Stinar is the only asset of Oakridge Holdings.
The largest shareholders of Oakridge Holdings is Robert Harvey who
holds approximately 21% of the outstanding shares.
Oakridge Holdings and operating unit Stinar HG filed bankruptcy
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and
17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO &
president, signed the petitions. At the time of filing, debtor
Oakridge Holdings disclosed total assets of $990,237 and total
liabilities of $2.17 million, while debtor Stinar HG disclosed
total assets of $8.22 million and total liabilities of $2.91
million.
The cases are assigned to Judge Kathleen H Sanberg.
The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia
Law Group.
SUNIVA INC: Wants Exclusive Plan Filing Deadline Moved to Dec. 13
-----------------------------------------------------------------
Suniva, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend the exclusive periods to file a Chapter 11 plan
and solicit acceptances of the plan by 120 days, through and
including Dec. 13, 2017, and Feb. 11, 2018, respectively.
A hearing to consider the Debtor's request is set for July 18,
2017, at 11:00 a.m. Objections to the Debtor's request must be
filed by July 11, 2017, at 4:00 p.m.
The current Exclusive Filing Period expires on Aug. 15, 2017, and
the Exclusive Solicitation Period expires on Oct. 14, 2017.
The Debtor explains it needs additional time so that it can obtain
adequate information to effectively formulate a plan to resolve the
Chapter 11 case. The market conditions for solar panels has
deteriorated significantly due to prohibitively low pricing from
overseas competitors and an oversupply of foreign products. The
Debtor's ability to reorganize and succeed as a going concern
depends upon the outcome of a Section 201 petition the Debtor filed
with the United States International Trade Commission after the
Petition Date. A Section 201 petition asks the USITC to evaluate
whether increased imports of a product from abroad pose a
substantial threat to, or cause of, serious injury to the U.S.
industry that produces the same or similar product.
If the Debtor succeeds in its Section 201 petition and the
President grants relief, the Debtor's business has a path forward
and the Debtor may be able to develop a bankruptcy plan consistent
with the same. If, however, relief under the Section 201 petition
is denied, the market conditions which led to the Chapter 11 case
will continue and the Debtor is unlikely to reorganize in its
current form. As a result, the characteristics and content of the
Debtor's plan will turn on the outcome of the Section 201 petition.
After requesting clarification regarding the Debtor's Section 201
petition, the USITC formally initiated the Debtor's Section 201
case on May 23, 2017. As a result, the USITC has until Sept. 22,
2017, to complete its injury determination and until Nov. 13, 2017,
to make a final report to the President regarding any proposed
remedy. These critical dates are beyond the current end of the
Exclusive Filing Period. The Debtor says that the 120-day
extensions of the Exclusive Periods it seeks will enable it to
evaluate the result of the USITC investigation, the USITC's remedy
recommendation, as well as potentially the remedy imposed by the
President. This information will permit the Debtor to identify its
path out of bankruptcy. The Debtor simply has not had sufficient
time to formulate a bankruptcy plan, and therefore an extension to
the Exclusive Periods is warranted.
In the nearly three months that the Debtor's Chapter 11 case has
been pending, the Debtor, its management, and its professionals
have focused a significant portion of their time and resources
towards prosecuting the Section 201 petition and responding to
requests made by the USITC. The Debtor and its professionals have
also devoted a significant amount of time to:
(a) negotiating and documenting the terms of the Debtor's
interim postpetition financing, responding to alternative financing
proposals, and negotiating and documenting the terms of an
increased credit facility, including an order approving the same, a
revised budget, multiple warrants, nondisclosure agreements, and
related documents;
(b) preparing "first day" and "second day" motions and
negotiating modifications to proposed orders to resolve concerns
raised by the Debtor's lenders, the Official Committee of Unsecured
Creditors, and the Office of the U.S. Trustee;
(c) assisting with employee compensation and benefits issues;
(d) defending against a class action complaint brought by
former employees of the Debtor who assert that the Debtor violated
the WARN Act;
(e) negotiating with purported secured creditors regarding the
disposition of their collateral, including conflicting claims
thereto;
(f) negotiating with utilities regarding adequate assurance
deposits;
(g) responding to information requests from the Debtor's
postpetition lender and the Committee; and
(h) preparing the Debtor's schedules of assets and liabilities
and statement of financial affairs.
The Debtor is generally making payments in the ordinary course of
business to those vendors that are providing goods and ongoing
services on a postpetition basis. Moreover, the Debtor is
cooperating closely with creditors in the event that there are any
complaints with respect to timeliness of payment. Thus, creditors
will not be harmed if the Exclusive Periods are extended, the
Debtor says.
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, on April 7,
2017, Suniva, Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
17-10837).
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
SUNSHINE HOME: Hires Heartland Integrity as Accountant
------------------------------------------------------
Sunshine Home Health Care, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Kansas to employ Heartland
Integrity Services, LLC, as accountant to the Debtor.
Sunshine Home requires Heartland Integrity to assist in the
preparation of the Debtor's federal and state tax returns and other
financial statements.
Heartland Integrity will be paid at the hourly rate of $65.
Prior to the filing of the petition, the Debtor had an outstanding
balance with Heartland Integrity in the amount of $2,775.
Heartland Integrity will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michelle Parker, member of Heartland Integrity Services, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Heartland Integrity can be reached at:
Michelle Parker
HEARTLAND INTEGRITY SERVICES, LLC
PO Box 12062
Kansas City, KS 66112
Tel: (913) 213-3090
Fax: (913) 800-4999
About Sunshine Home Health Care, Inc.
Sunshine Home Health Care, Inc., is a full-service home health care
agency serving the greater Kansas City, KS area. The Debtor is a
small business debtor as defined in 11 U.S.C. Section 101(51D). It
posted gross revenue of $3.23 million in 2016 and $3.78 million in
2015.
Sunshine Home Health Care filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 17-20797) on May 5, 2017, disclosing $75,501 in
assets and $1.62 million in liabilities. Vanessa Trobough,
president, signed the petition. The case is assigned to Judge
Robert D. Berger. The Debtor is represented by Colin N. Gotham,
Esq., at Evans & Mullinix, P.A.
TAKATA CORP: Skadden Advises Key Safety Systems in Asset Purchase
-----------------------------------------------------------------
Skadden is advising Key Safety Systems ("KSS"), which announced on
June 25, 2017, with Takata Corporation ("Takata"), that they have
reached an agreement in principle to sponsor a restructuring plan
for the purchase of substantially all of Takata's global assets and
operations by KSS for an aggregate purchase price of $1.588 billion
(approximately JPY175 billion), subject to certain adjustments at
closing.
The Skadden team was led by Corporate Restructuring partner Ron
Meisler (Chicago) and M&A partner Steven Daniels (Wilmington). The
team also included M&A partner Matthias Horbach (Frankfurt),
Corporate Restructuring partner Felicia Gerber Perlman (Chicago),
Banking partners Seth Jacobson (Chicago) and Clive Wells (London),
Tax partner Stuart Finkelstein (New York), Litigation partners
Albert Hogan III (Chicago) and Amy Van Gelder (Chicago), and
Antitrust and Competition partners John Lyons (Washington, D.C.)
and Ingrid Vandenborre (Brussels).
About Takata Corp
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide.
The Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China and other countries.
In May 1995, a voluntary recall in the U.S. affecting 8 million
predominantly Japanese built vehicles made from 1986 to 1991 with
seat belts manufactured by the Takata was conducted. Large recalls
of vehicles due to faulty Takata-made airbags then began in 2013.
Takata is facing massive costs of recalling 100 million defective
airbag inflators worldwide and lawsuits tied to at least 16 deaths
and numerous injuries.
As of May 19, 2015, Takata has already recalled 40 million vehicles
across 12 vehicle brands for defective airbags.
In November 2015, Takata was fined $200 million by U.S. federal
regulators for mishandling the way it recalled its air bag
inflators. The fine is the largest civil penalty in NHTSA
history.
After reaching a deal to sell all its global assets and operations
to Key Safety Systems (KSS) for US$1.588 billion, Takata and its
Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court (the "Tokyo
Court") on June 25, 2017.
In addition, on June 25, 2017, Takata's main U.S. subsidiary TK
Holdings Inc. and eleven of its U.S. and Mexican affiliates each
filed voluntary petitions under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the District of Delaware.
The Debtors have requested that their cases be jointly
administered under Case No. 17-11375.
Nagashima Ohno & Tsunematsu is the counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is
tax advisor.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor while UBS Investment Bank also
provides financial advice to KSS. Prime Clerk is the claims and
noticing agent and maintains the case Web site
http://www.takata.com/
TARA RETAIL: Unsecureds to Get Full Recovery in Monthly Payments
----------------------------------------------------------------
Tara Retail Group, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of West Virginia a disclosure statement to
accompany its plan of reorganization.
The plan proposes to pay Class 4 general unsecured claimants in
full, in monthly deferred cash payments without interest, beginning
on the later of the (i) Effective Date (or as soon as practicable
thereafter), or (ii) on the 15th day of the month following the
date such General Unsecured Claim becomes an Allowed General
Unsecured Claim, and continuing on the 15th day of each month
thereafter, ending no later than five years after the first such
payment is made.
The sources of funding for the Plan are (1) rental payments from
tenants at the Crossings Mall after it reopens; (2) the proceeds of
the civil action pending against the State of West Virginia,
Division of Highways in the Circuit Court of Kanawha County, West
Virginia; (3) the proceeds of the civil action pending against U.S.
Bank, National Association, as Trustee for the Benefit of the
Holders of COMM 2013-CCRE Mortgage Trust Commercial Mortgage
Pass-Through Certificates and COMM 2013 CCRE12 Crossings Mall Road,
LLC; (4) reimbursement payments from Emerald Grande, LLC, for a
portion of the cost of rebuilding the bridge providing access to
the Crossings Mall and the Elkview La Quinta Inn and Suites; (5)
proceeds from insurance for claims of Tara, and; (6) additional
equity contributions by William A. Abruzzino and Rebecca
Abruzzino.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wvnb1-17-00057-269.pdf
About Tara Retail
Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger. The
Company is headed by businessman Bill Abruzzino. The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.
On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.
To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case
No.
17-00057) on Jan. 24, 2017. The petition was signed by William A.
Abruzzino, managing member. The case judge is the Hon. Patrick M.
Flatley. The Debtor estimated assets and debt of $10 million to
$50 million.
The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC, as bankruptcy counsel.
TAYLOR MORRISON: Moody's Hikes CFR to Ba3; Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded the ratings of Taylor Morrison
Communities, Inc., including its Corporate Family Rating to Ba3
from B1, Probability of Default to Ba3-PD from B1-PD, and the
ratings on the company's senior unsecured notes to B1 from B2. The
SGL-2 rating was affirmed, and the outlook is stable.
The upgrades reflect the company's ability to delever even as it
invests heavily in land and M&A activity. The upgrades also
incorporate Moody's growing comfort with the company's PE
ownership, which has been steadily reduced in stock sales to the
public since the company first went public in 2013.
The following ratings were impacted:
Corporate Family Rating, upgraded to Ba3 from B1
Probability of Default, upgraded to Ba3-PD from B1-PD
Ratings on three issues of senior unsecured notes maturing from
2021 to 2024, upgraded to B1 from B2
Speculative Grade Liquidity rating, affirmed at SGL-2
Outlook changed to Stable, from Positive
RATINGS RATIONALE
Taylor Morrison's Ba3 Corporate Family Rating reflects the
company's relatively strong credit metrics for a Ba3 homebuilder,
including adjusted debt leverage of 39.8% and interest coverage of
4.4x, both as of March 31, 2017, which Moody's expects to improve
further during the rest of 2017. In addition, the company has made
great strides in increasing its size and scale since Moody's first
rated the company in 2012. Moreover, the company is showing strong
order growth which portends healthy revenue and earnings
performance into 2018.
However, the company's current 39.5% (voting power) ownership by
two private equity firms, while no longer a major obstacle to an
upgrade, is something to still keep an eye on because of the event
risk. In addition, Taylor Morrison has an active acquisition policy
in an industry that seems to have warmed up to takeover
transactions, which could present integration challenges and
pressure on debt leverage.
The company's liquidity is good, with $301 million of unrestricted
cash and $477 million of availability on an undrawn $500 million
revolver that matures in 2019, both as of March 31, 2017. In
addition, a Moody's projected positive cash flow generation in
2017, substantial headroom in covenants that "spring," and a
largely unencumbered asset base add to Taylor Morrison's liquidity
strength.
The stable outlook reflects Moody's expectation that the company's
key credit metrics will continue to improve in 2017 and become even
more reflective of a Ba3 rating. Additionally, the stable outlook
assumes that the company's private equity owners will not engage in
actions that negatively impact the company's key credit metrics.
Moody's would consider an additional upgrade if Taylor Morrison
preserves its good liquidity, attains adjusted gross margin above
20%, achieves interest coverage above 5.5x, and maintains
Moody's-adjusted homebuilding debt to book capitalization below
45%, all the while the company's private equity ownership
percentage would continue to decline.
Factors that could lead to a downgrade include the company's
adjusted homebuilding debt to total capitalization increasing above
50%, interest coverage dropping below 4x, and adjusted gross
margins declining below 18%, all on a sustained basis.
The one notch difference between the company's Corporate Family
Rating of Ba3 and the rating on the senior unsecured notes of B1
results from the sizable proportion of secured debt in the capital
structure.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.
Headquartered in Scottsdale, Arizona, Taylor Morrison Home
Corporation, the indirect parent company of Taylor Morrison
Communities, Inc., operates in the U.S. under the Taylor Morrison
and Darling Homes brand names. The company is a builder and
developer of single-family detached and attached homes, serving a
wide array of customers including first-time, move-up, luxury, and
age 55+. The company's Taylor Morrison divisions operate in
Arizona, California, Colorado, Florida, Texas, Georgia, North
Carolina and Illinois, while Darling Homes serves move-up and
luxury homebuyers in Texas. For the trailing 12 months ended March
31, 2017, total revenues were $3.7 billion and net income before
allocation to non-controlling interests was $215 million.
TEXAS FLUORESCENCE: Hires Beverly K. Straub as Accountant
---------------------------------------------------------
Texas Fluorescence Laboratories, Inc., seeks authority from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Beverly K. Straub, CPA, as accountant to the Debtor.
Texas Fluorescence requires Beverly K. Straub to:
a. provide advice and prepare the Debtor's 2016 federal income
tax return, any other income tax return that may be
required during the pendency of the bankruptcy case, any
amended income tax returns that may be appropriate, any
related requests for extension or amendments
b. amend the Debtor's IRS Forms W-2 and 1099 already filed, if
during the tax preparation process errors were identified;
c. provide consulting services and input, in updating and
correcting the Debtor's financial and accounting records to
insure those records are consistent with the tax accounting
maintained by Beverly K. Straub.
Beverly K. Straub will be paid at these hourly rates:
Partner $140-$210
Staff Accountant $120
Staff Bookkeeper $85
Beverly K. Straub provided accounting services to Asante Research
LLC, an affiliate of the Debtor, has been listed as one of the
creditors of the Debtor. Asante Research currently owes Beverly K.
Straub a balance of $1,304.90 for professional services rendered on
behalf of Asante Research.
Beverly K. Straub will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Beverly K. Straub, member of Beverly K. Straub, CPA, 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.
Beverly K. Straub can be reached at:
Beverly K. Straub
BEVERLY K. STRAUB, CPA
1803 W. Koenig Lane
Austin, TX 78756
Tel: (512) 371-3900
Fax: (512) 371-7399
E-mail: Beverly@cpalady.biz
About Texas Fluorescence Laboratories, Inc.
Texas Fluorescence Laboratories, Inc. is a small business debtor as
defined in 11 U.S.C. Section 101(51D). TEF Labs, Inc. develops
products for designing fluorescent and molecular probes. It
develops ion indicators, ionophores, PKC indicators, general
fluorophores, and surfactants for cell biology, biochemistry,
biomolecular screening, molecular biology, microbiology, and
neuroscience. The company also provides probes for
electrophysiology, live-cell function, receptors and ion channels,
in situ hybridization, signal transduction, and ribonucleic acid
and deoxyribonucleic acid; and pH indicators; as well as membrane
potential; flow cytometry; and custom synthesis products. TEF Labs,
Inc. is based in Austin, Texas.
Texas Fluorescence Laboratories, Inc., based in Austin, Texas,
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-10517) on
May 1, 2017. The Hon. Tony M. Davis presides over the case. B.
Weldon Ponder, Jr., Esq., at B. Weldon Ponder, Jr., Attorney at
Law, serves as bankruptcy counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Akwasi Minta, director and officer.
TIDEWATER INC: Brown Rudnick, Saul Ewing to Represent Equity Panel
------------------------------------------------------------------
Lawyers at Brown Rudnick LLP and Saul Ewing LLP have filed a notice
of appearance and request for documents in the Chapter 11 case of
Tidewater, Inc. on behalf of the Official Committee of Equity
Security Holders.
Proposed Counsel to the Official Committee of Equity Security
Holders are:
Steven D. Pohl, Esq.
BROWN RUDNICK LLP
One Financial Center
Boston, MA 02111
Telephone: (617) 856-8594
Facsimile: (617) 289-0433
E-mail: spohl@brownrudnick.com
- and -
Howard S. Steel, Esq.
BROWN RUDNICK LLP
Seven Times Square, 47th Floor
New York, NY 10036
Telephone: (212) 209-4800
Facsimile: (212) 209-4801
E-mail: hsteel@brownrudnick.com
- and -
Mark Minuti, Esq.
SAUL EWING LLP
1201 North Market Street, Suite 2300
P.O. Box 1266
Wilmington, DE 19899
Telephone: (302) 421-6840
Facsimile: (302) 421-5873
E-mail: mminuti@saul.com
- and -
Sharon L. Levine, Esq.
SAUL EWING LLP
1037 Raymond Boulevard, Suite 1520
Newark, NJ 07102
Telephone: (973) 286-6718
Facsimile: (973) 286-6821
E-mail: slevine@saul.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.
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; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.
An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained retained Paul, Weiss, Rifkind, Wharton & Garrison LLP,
as restructuring counsel, and Blank Rome LLP, as maritime counsel
in connection with restructuring discussions.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders; and three creditors to serve on the official
committee of unsecured creditors.
TIDEWATER INC: Plan Confirmation Hearing Adjourned to July 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
adjourned the combined hearing to consider confirmation of
Tidewater, Inc.'s prepackaged Chapter 11 plan, and approval of the
Disclosure Statement accompanying that Plan.
Judge Brendan L. Shannon will hold the Combined Hearing on July 13
at 9:30 a.m. (EDT).
As reported by the Troubled Company Reporter, Tidewater and its
debtor affiliates filed a prepackaged restructuring plan together
with their bankruptcy petition on May 17, 2017. On May 19, the
Bankruptcy Court set the Combined Hearing for June 28, beginning at
9:30 a.m. (EDT). Thursday's hearing has now been cancelled at the
Court's direction.
The deadline to object to the Plan documents was June 22, 2017.
That date, however, has been extended for the Official Committee of
Unsecured Creditors and the Official Committee of Equity Security
Holders, which committees were appointed by the U.S. Trustee on
June 20.
According to Judge Shannon, the deadline for the Committees to file
their objections is July 10. That deadline does not apply to other
parties.
The deadline to file briefs, declarations and replies in support of
the approval of the Disclosure Statement, the Solicitation
procedures, and confirmation of the Plan has been extended to July
12.
The time for the Debtors to file their schedules of assets and
liabilities and statements of financial affairs has been extended
to July 31.
As reported by the TCR, Tidewater has said that if the Prepackaged
Plan is approved by the Bankruptcy Court within the time frame the
Company currently expects, the Prepackaged Plan will likely become
effective in July 2017, at which point or shortly thereafter the
Debtors would emerge from bankruptcy. Tidewater, however,
cautioned there can be no assurance that the effectiveness of the
Prepackaged Plan will occur on such date, or at all.
Jane Sullivan, Executive Vice President of Epiq Bankruptcy
Solutions, LLC, reported to the Bankruptcy Court on June 21 that
the prepackaged Plan has been accepted by creditors entitled to
vote on the Plan. Specifically, only the holders of General
Unsecured Claims in Class 3 are entitled to cast a vote. According
to Ms. Sullivan:
-- holders of 79.80% of the total amount of claims
($1,662,520,734) accepted the Plan; and
-- 83.15% of the total number of claim holders (74) accepted
the Plan.
These entities have objected to the Plan documents by the June 22
deadline:
-- United States Trustee
-- Gulf Island Shipyards, LLC
-- BBVA Compass Financial Corporation
-- LEEVAC Shipyards Jennings, LLC
Andrew R. Vara, the Acting United States Trustee for Region 3, said
the prepackaged Plan should be rejected because (a) it contains
improper non-consensual third-party releases; (b) the Debtors'
releases are overly broad and not supported by the record; (c) it
contains overly broad exculpation provisions; and (c) it contains
provisions that should not apply to unimpaired claims.
Tidewater Posts $94.9M Net Less in Q4;
$660.1M Net Loss for FY2017
Tidewater on June 12, 2017, reported a fourth quarter net loss for
the period ended March 31, 2017, of $94.9 million, or $2.01 per
common share, on revenues of $160.7 million.
For fiscal year ended March 31, 2017, the company's net loss was
$660.1 million, or $14.02 per common share, on revenues of $601.6
million. For the prior fiscal year's fourth quarter ended March 31,
2016, the company's net loss was $81.8 million, or $1.74 per common
share, on revenues of $184.2 million.
For fiscal year ended March 31, 2016, the company's net loss was
$160.2 million, or $3.41 per common share, on revenues of $979.1
million.
During fiscal years ended March 31, 2017 and 2016, the company
generated net cash from operating activities of $29.8 million and
$253.4 million, respectively, and generated net cash in investing
activities of $14.9 million and used net cash in investing
activities of $135.0 million, respectively.
Included in the net loss for the quarter ended March 31, 2017 were
the following:
-- $64.9 million ($64.9 million after-tax, or $1.38 per
share) in non-cash asset impairment charges that resulted
from impairment reviews undertaken during the March 2017
quarter.
-- $16.8 million ($16.8 million after-tax, or $0.36 per
share) of general and administrative expenses related to
debt renegotiations.
-- $39.1 million ($31.3 million after-tax and consideration
of noncontrolling interests, or $0.67 per share) of
revenue related to the early termination of a long-term
vessel charter contract.
Included in the net loss for the fiscal year ended March 31, 2017
were the following:
-- $484.7 million ($484.7 million after-tax, or $10.30 per
share) in non-cash asset impairment charges that resulted
from impairment reviews undertaken throughout fiscal
2017.
-- $29.0 million ($29.0 million after-tax, or $0.62 per
share) of general and administrative expenses related to
debt renegotiations.
-- $39.1 million ($31.3 million after-tax and consideration
of noncontrolling interests, or $0.67 per share) of
revenue related to the early termination of a long-term
vessel charter contract.
A copy of Tidewater's earnings release is available at
https://is.gd/NDEVl1
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.
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; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.
An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained retained Paul, Weiss, Rifkind, Wharton & Garrison LLP,
as restructuring counsel, and Blank Rome LLP, as maritime counsel
in connection with restructuring discussions.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders; and three creditors to serve on the official
committee of unsecured creditors.
TIDEWATER INC: Whiteford Taylor to Represent Creditors' Panel
-------------------------------------------------------------
Lawyers at Whiteford, Taylor & Preston LLC have filed a notice of
appearance and request for documents in the Chapter 11 case of
Tidewater, Inc. on behalf of the Official Committee of Unsecured
Creditors.
The Proposed Counsel for the Unsecured Creditors Committee are:
Thomas J. Francella, Jr., Esq.
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
The Renaissance Centre
405 North King Street, Suite 500
Wilmington, DE 19801
Telephone: (302) 353-4144
Facsimile: (302) 661-7950
E-mail: tfrancella@wtplaw.com
csamis@wtplaw.com
kgood@wtplaw.com
- and -
Paul M. Nussbaum, Esq.
Alan C. Lazerow, Esq.
WHITEFORD TAYLOR & PRESTON L.L.P.
7 Saint Paul Street
Baltimore, MD 21202
Telephone: (410) 347-8700
Facsimile: (410) 752-7092
E-mail: pnussbaum@wtplaw.com
alazerow@wtplaw.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.
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; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.
An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained retained Paul, Weiss, Rifkind, Wharton & Garrison LLP,
as restructuring counsel, and Blank Rome LLP, as maritime counsel
in connection with restructuring discussions.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders; and three creditors to serve on the official
committee of unsecured creditors.
TOGA CORP: Hires Alla Kachan as Counsel
---------------------------------------
Toga Corp., d/b/a Confidence Beauty Salon, seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ the Law Offices of Alla Kachan, P.C., as counsel to the
Debtor.
Toga Corp. requires Alla Kachan to:
A) assist Debtor in administering the bankruptcy case;
B) make such motions or taking such action as may be
appropriate or necessary under the Bankruptcy Code;
C) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as
the Debtor deem appropriate;
D) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
E) negotiate with the Debtor's creditors in formulating a plan
of reorganization for the Debtor in the bankruptcy case;
F) draft and prosecute the confirmation of the Debtor's plan
of reorganization in the bankruptcy case; and
G) render such additional services as the Debtor may require
in the bankruptcy case.
Alla Kachan will be paid at these hourly rates:
Attorney $300
Paraprofessionals/Clerk $150
Alla Kachan will be paid a retainer in the amount of $15,000.
Alla Kachan will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alla Kachan, member of the Law Offices of Alla Kachan, 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.
Alla Kachan can be reached at:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
3099 Coney Island Avenue
Brooklyn, NY 11235
Tel: (718) 513-3145
About Toga Corp.
Toga Corp., based in New York, NY, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-11596) on June 8, 2017. Alla Kachan,
Esq., at the Law Offices of Alla Kachan, P.C., serves as bankruptcy
counsel.
In its petition, the Debtor estimated $43,048 in assets and $1.30
million in liabilities. The petition was signed by Anatoliy
Pakhomov, president.
TOGA CORP: Hires Wisdom Professional as Accountant
--------------------------------------------------
Toga Corp., d/b/a Confidence Beauty Salon, seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Wisdom Professional Services, Inc., as accountant to the
Debtor.
Toga Corp. requires Wisdom Professional to:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports for the Debtor in the
bankruptcy proceeding.
Wisdom Professional will be paid at the hourly rate of $300.
Wisdom Professional received an initial retainer in the amount of
$1,500 prior filing of the petition.
Wisdom Professional will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael Shtarkman, member of Wisdom Professional Services, 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.
Wisdom Professional can be reached at:
Michael Shtarkman
WISDOM PROFESSIONAL SERVICES, INC.
2546 East 17th Street, 2nd Floor
Brooklyn, NY 11235
Tel: (718) 554-6672
About Toga Corp.
Toga Corp., based in New York, NY, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-11596) on June 8, 2017. Alla Kachan,
Esq., at the Law Offices of Alla Kachan, P.C., serves as bankruptcy
counsel.
In its petition, the Debtor estimated $43,048 in assets and $1.30
million in liabilities. The petition was signed by Anatoliy
Pakhomov, president.
UNIVERSITY GENERAL: Wants to Get $450K Interim Financing, Use Cash
------------------------------------------------------------------
Foundation Healthcare, Inc., and University General Hospital, LLC,
seek authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to obtain secured postpetition financing (a) up
to $450,000 in postpetition financing on an interim basis, and (b)
up to an aggregate total amount of $1,250,000 in post-petition
financing on a final basis.
The Debtors also seek the Court's approval of the postpetition
financing promissory note payable to Texas Capital Bank, National
Association, as administrative agent, pursuant to the terms of the
Interim Order or the Final Order. In addition, the Debtors seek
authorization from the Court to use cash collateral.
The Debtors' estimated 12-week wind down budget for the period of
June 16, 2017 through Sept. 8, 2017 reflects total cash
disbursements of $1,629,839.
The Debtors have an immediate need for the proposed DIP Financing
and use of cash collateral in order to fund their business
operations and administer and preserve the value of their
respective estates. The ability of the Debtors to immediately
obtain sufficient working capital and liquidity through the DIP
Financing and use of cash collateral is vital to the preservation
and maximization of the value of the Debtors' assets and
properties, which are necessary to avoid immediate and irreparable
harm to the Debtors and their estates.
As of the Petition Date, Texas Capital Bank, National Association,
as administrative agent, has asserted that the aggregate amount of
not less than $6,284,895 was due and owing by Foundation Healthcare
to the Prepetition Lenders pursuant to that certain Credit
Agreement among Foundation Healthcare and Prepetition Lenders. In
addition, Texas Capital Bank has asserted that the aggregate amount
of not less than approximately $7,622,000 was due and owing by
University General Hospital to the Prepetition Lenders under the
Intercompany Indebtedness Documents.
The Debtors are also party to those certain equipment lease
agreements with First Financial Corporate Leasing, LLC, Med One
Capital Funding, LLC, and Toshiba American Medical Credit, a
program of Toshiba America Medical Systems, Inc. whereby the
Debtors leased certain medical equipment. As of the Petition Date,
University General Hospital owed an aggregate of $2,359,859 and
Foundation Healthcare owes an aggregate of approximately $80,000
under the Equipment Leases.
The material provisions of the proposed debtor-in-possession
financing, among other things, are:
A. DIP Lenders or Lenders: Texas Capital Bank, National
Association, INTRUST Bank and Legacy Texas Bank.
B. Aggregate Commitment: A maximum amount of up to $1,250,000 or
such other amount as provided in the DIP Financing Documents.
C. Interest: The DIP Financing will bear interest at a
non-default rate of 6% per annum. After the occurrence of an Event
of Default, the DIP Financing will bear interest at a rate equal to
10% per annum.
C. Purpose: Borrowings under the DIP Agreement may be used
solely for the purposes, and only up to the respective aggregate
amount of disbursements set forth in the Budget for any week during
the term of the Interim Order, subject to the Permitted Variance.
D. Priority and Liens: To secure the DIP Financing, Texas
Capital Bank, for and on behalf of the DIP Lenders, will be granted
priming, first priority, continuing, valid, binding, enforceable,
non-avoidable, and automatically perfected post-petition liens and
security interests in and on all of the Debtors' and the bankruptcy
estates' real and personal property, including all proceeds,
products, rents, revenues and profits thereof. In addition, Texas
Capital Bank will be granted a super-priority administrative claim
with priority equivalent to a claim under section 364(c)(1) of the
Bankruptcy Code in an aggregate amount equal to the Interim DIP
Financing.
E. Application of Proceeds of Collateral: The Debtors
acknowledge and agree that substantially all of their assets are
subject to the Prepetition Liens. Texas Capital Bank, as
Prepetition Agent has objected and does not consent to the Debtors'
use of the Prepetition Collateral, including cash collateral. The
DIP Agent and the Prepetition Agent have stipulated and agreed to
the Debtors' use of the proceeds of the DIP Financing and Cash
Collateral, respectively, during the term of the Interim Order
exclusively in accordance with the terms, conditions and
limitations set forth in the Interim Order, the budget, and the
Postpetition Financing Documents.
F. Adequate protection: Texas Capital Bank, as the Prepetition
Agent, for and on behalf of the Prepetition Lenders, will be
granted valid, perfected, first-priority additional and replacement
security interests in and liens upon all of the Debtors' right,
title and interest in, to, and under all assets in which the
Prepetition Lenders hold validly perfected liens as of the Petition
Date, and all of the Debtors' now owned and after-acquired real and
personal property, including the proceeds thereof. In addition to
its Replacement Liens, the Prepetition Agent, will have an allowed
superpriority administrative expense claim, which Adequate
Protection Super-Priority Claim will have priority over all other
costs and expenses of administration of any kind.
G. Maturity Date: The calendar date which is the earliest of:
(a) the Final Hearing;
(b) September 8, 2017;
(c) the occurrence of an Event of Default under the Interim
Order or the Postpetition Financing Documents;
(d) the sale of all or substantially all assets of the
Debtors; or
(e) confirmation of a chapter 11 plan in these Cases.
A full-text copy of the Debtor's Motion, dated June 22, 2017, is
available at http://tinyurl.com/yc2gstfp
A copy of the Debtor's Budget is available at
http://tinyurl.com/yazncvr6
About University General Hospital
University General Hospital is a 69-bed health care facility
located at 7501 Fannin Street, Suite 100 Houston, TX 77054-1953.
Prior to its closure in January 2017, University General Hospital
offered a full array of equipment and services including inpatient
and outpatient medical treatments and surgeries.
Foundation Healthcare, a publicly traded Oklahoma corporation, was
in the business of owning and managing facilities which operated in
the surgical segment of the healthcare industry. Foundation
Healthcare has ceased to conduct business operations and has no
employees. Foundation Healthcare currently only has a contracted
interim Chief Financial Officer and a contracted Chief
Restructuring Officer, and one part time assistant.
University General Hospital, LLC fdba University General Hospital,
LP dba Foundation Surgical Hospital of Houston and its affiliate
Foundation Healthcare, Inc. each filed separate Chapter 11
petitions (Bankr. N.D. Tex. Case Nos. 17-42570 and 17-42571), on
June 21, 2017. The petitions were signed by Richard Zahn, manager.
Hon. Russell F. Nelms presides over University General Hospital
chapter 11 case, and Hon. Mark X. Mullin is assigned to Foundation
Healthcare's case.
The Debtors are represented by Vickie L. Driver, Esq. at Husch
Blackwell LLP.
At the time of filing, the Debtors had estimated assets and
liabilities, as follows:
Estimated Estimated
Assets Liabilities
--------- -----------
University General $1M-$10M $10M-$50M
Foundation Healthcare $1M-$10M $1M-$10M
University General Hospital previously sought bankruptcy protection
on Feb. 27, 2015 (Bankr. S.D. Tex. Case No. 15-31097).
UPLIFT RX: Ch. 11 Trustee Hires BakerHostetler as Attorney
----------------------------------------------------------
Ronald L. Glass, the Chapter 11 Trustee of Uplift RX, LLC, et al.,
seeks authority from the U.S. Bankruptcy Court for the Southern
District of Texas to employ BakerHostetler LLP, as attorney to the
Trustee.
The Trustee requires BakerHostetler to:
a. advise the Trustee with respect to his powers and duties as
Trustee in the continued management and operation of the
estates and their respective assets;
b. advise and consult on the conduct of the Chapter 11 cases,
including all of the legal and administrative requirements
of operating in Chapter 11;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest;
d. take necessary actions to protect and preserve the estates,
including to prosecute actions on the Trustee's behalf,
defend actions commenced against the Trustee and represent
the Trustee in negotiations concerning litigation,
including objections to claims filed against the Debtors'
estates;
e. prepare, on behalf of the Trustee, pleadings, including
motions, applications, answers, orders, reports and papers
necessary or otherwise beneficial to the administration of
the estates;
f. advise the Trustee in connection with any sale of estate
assets
g. consult with the Trustee regarding tax matters;
h. appear before the Bankruptcy Court and any appellate courts
to represent the Trustee before those courts; and
i. perform all other necessary or otherwise beneficial legal
services and provide legal advice to the Trustee in the
Chapter 11 case.
The Chapter 11 Trustee proposes that BakerHostetler be paid at the
hourly rate of $240-$775.
As reported by the Troubled Company Reporter, early in the case,
Uplift Rx sought Court approval to hire Baker & Hostetler LLP as
legal counsel.
Prior to the bankruptcy filings from April 7 to 9, Alliance Medical
Administration, Inc. paid BakerHostetler an advance fee of $50,000,
and Alliance Medical Holdings, LLC paid BakerHostetler an advance
fee of $250,000 to be used by all he Debtors for restructuring and
related services.
As of April 7 petition date, BakerHostetler estimates that the
advance fee, after reduction for pre-petition restructuring
services in the amount of $50,000 and Chapter 11 filing fees in the
amount of $106,454, is approximately $143,546.
BakerHostetler will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Elizabeth A. Green, member of BakerHostetler 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 Debtors, or
for any other reason.
BakerHostetler can be reached at:
Elizabeth A. Green, Esq.
BAKERHOSTETLER LLP
200 S. Orange Avenue
Orlando, FL 32801
Tel: (407) 649-4000
Fax: (407) 941-0168
About Uplift RX, LLC
Uplift Rx, LLC is a Texas Limited Liability Company formed in June
2016. It operates pharmacy located in Houston, Texas. Uplift Rx,
along with other affiliated entities together make up the Alliance
Healthcare family, a group of privately held companies
headquartered in South Jordan, Utah. The Alliance network consists
of 20 pharmacies across the country, including three pharmacies in
Texas. Since 2006, the Alliance Healthcare companies have been
working to improve the well-being of those with chronic health
conditions such as diabetes.
Uplift Rx, LLC and its debtor affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-32186) on April 7 and 8, 2017. The petitions were signed by
Jeffrey C. Smith, chief executive officer.
At the time of the filing, the Debtors estimated assets of less
than $1 million and liabilities of $50 million to $100 million. The
cases are assigned to Judge Marvin Isgur.
On May 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
The Debtors tapped Baker & Hostetler LLP as legal counsel.
Following the appointment of Ronald L. Glass, as the Chapter 11
Trustee, BakerHostetler LLP, was retained as the trustee's
attorney.
VANGUARD NATURAL: $275M Rights Offering Deadline Moved to July 10
-----------------------------------------------------------------
Counsel to Vanguard Natural Resources, LLC, et al., have informed
the Bankruptcy Court that there has been significant interest in
the Debtors' proposed rights offering, and that certain
participants have requested additional time to complete the
subscription process.
Accordingly, the Debtors have extended the Subscription Deadline to
July 10, 2017 at 4:00 p.m. (Central Time).
The Bankruptcy Court on June 6, 2017, entered the Order: (I)
Approving Debtors' Disclosure Statement for Second Amended Joint
Plan of Reorganization; (II) Establishing Voting Record Date; (III)
Approving Solicitation Packages and Distribution Procedures; (IV)
Approving Forms of Ballot and Establishing Procedures for Voting on
Joint Plan of Reorganization; (V) Approving Forms of Notice to
Non-Voting Classes under Plan; (VI) Establishing Voting Deadline to
Accept or Reject Plan; (VII) Approving Procedures for Vote
Tabulations; (VIII) Approving Rights Offering Procedures and
Related Materials; and (IX) Establishing Confirmation Hearing Date
and Notice and Objection Procedures in Respect Thereof.
Among others, the Court Order approved procedures and instructions
for the Debtors to conduct a $275 million rights offering.
Pursuant to the Order, the Debtors launched the Rights Offering on
June 12, 2017.
The Rights Offering Procedures provided that all subscription
agreements, subscription forms and other documents required to
participate in the Rights Offering must be submitted to the
Debtors' subscription agent, Prime Clerk, LLC, on or before June
30, 2017.
The Debtors' bankruptcy-exit plan provides for the Rights Offering,
consisting of:
(i) a $10.176081 million rights offering to be conducted in
reliance upon the exemption from registration under the
Securities Act provided in section 1145 of the
Bankruptcy Code, pursuant to which Holders of Senior
Notes Claims are entitled to purchase equity in
Reorganized VNR Finance,
(ii) a $117.698919 million rights offering to be conducted in
reliance upon the exemption from registration under the
Securities Act provided in section 4(a)(2) of the
Securities Act, pursuant to which Accredited Investor
Eligible Holders of Senior Notes Claims are entitled to
purchase equity in Reorganized VNR Finance, and
(iii) a $127.875 million equity investment, pursuant to which
the Commitment Parties will purchase equity in
Reorganized VNR Finance.
The Rights Offering Shares equal 84.8% of the New Common Stock,
subject to dilution by the GUC Rights Offering, the New Management
Incentive Plan, the New Common Stock issuable upon exercise of the
New Warrants, and the New Common Stock issued to Encana.
The Plan also provides for a fully committed $19.25 million equity
investment from the Second Lien Investors for shares of New Common
Stock equal to 6.4% of the aggregate New Common Stock as of the
Effective Date and subject to dilution as set forth in the Plan.
Vanguard entered into the Backstop Commitment and Equity Investment
Agreement on February 24, 2017, with the so-called commitment
parties thereto, pursuant to which the Commitment Parties, which
are also Consenting Senior Noteholders under the Restructuring
Support Agreement, have agreed to backstop a total of $255.75
million in new-money investments in the Debtors pursuant to rights
offerings to be conducted in accordance with the Plan.
The Company and Commitment Parties entered into an amended and
restated Backstop Commitment Agreement dated as of May 23, 2017,
to, among other things, (i) provide for the backstopped Rights
Offering previously contemplated to be conducted pursuant to
Section 1145 of the Bankruptcy Code to be conducted as multiple
exempt offerings: (A) the 1145 Rights Offering and (B) the
Accredited Investor Rights Offering and (ii) include a backstop to
the Debtors' Exit Term Loan. A copy of the revised BCA is
available at https://is.gd/uToTM7
Vanguard also entered into the Equity Commitment Agreement on
February 24, 2017, with certain of the Consenting Second Lien
Noteholders to purchase $19.25 million in equity in the reorganized
Company at a 25% discount to the Company's total enterprise value.
On May 23, 2017, the Company and the Second Lien Investors entered
into an amended and restated Equity Commitment Agreement to revise
the Company's total enterprise value. Specifically, the revised
agreement provides that, "In return for their Equity Contributions,
the Investors shall receive New Equity Interests in an amount equal
to the Aggregate Equity Commitment Amount at a 25% discount to plan
value (based on a total enterprise value of $1.425 billion),
subject to dilution by the management incentive plan." A copy of
the revised ECA is available at https://is.gd/8Y1OCp
The Second Lien Investors under the ECA are:
* FIR TREE INC. (on behalf of certain investment funds under
management)
* WEXFORD CAPITAL LP, by Wexford GP, LLC, its General
Partner (on behalf of certain investment funds under
management)
* York Capital Management Global Advisors, LLC o/b/o certain
funds and/or accounts managed by it or its affiliates
The Commitment Parties under the BCA are represented by:
Dennis Dunne, Esq.
Samuel Khalil, Esq.
Brian Kinney, Esq.
Scott Golenbock, Esq.
MILBANK, TWEED, HADLEY & MCCLOY LLP
28 Liberty Street
New York, New York 10005
Tel: (212) 530-5100
Fax: (212) 530-5219
E-mail: ddunne@milbank.com
skhalil@milbank.com
bkinney@milbank.com
sgolenbock@milbank.com
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017.
The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur.
The Debtors listed total assets of $1.54 billion and total debt
of $2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard. Opportune
LLP is the Company's restructuring advisor. Prime Clerk LLC is
serving as claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case. The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.
The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain unaffiliated
holders of its Preferred Units and common units pursuant to which
the Debtors and the Ad Hoc Equity Committee agreed, among other
things, that professionals for the Ad Hoc Equity Committee would be
funded by the Debtors' estates for services performed within a
defined scope and subject to agreed caps on fees and expenses as
described in the Stipulation and Agreed Order.
Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at
Gardere Wynne Sewell LLP.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.
* * *
The Court has approved the disclosure statement explaining Vanguard
Natural Resources, LLC and certain subsidiaries' Second Amended
Joint Plan of Reorganization, dated May 31, 2017. Upon
consummation of the Plan, the Company will sell all of its assets
to a corporation owned by those parties participating in the rights
offering and the second lien lenders in exchange for the assumption
of the Company's first lien debt, the assumption of the Company's
second lien debt, a cash payment from the Acquiring Corporation,
common stock of the Acquiring Corporation and warrants to acquire
common stock of the Acquiring Corporation.
VANGUARD NATURAL: Encana Seeks at Least $70M from Glasscock Sale
----------------------------------------------------------------
Encana Oil & Gas (USA) Inc. filed a (i) Motion Regarding
Entitlement to Proceeds from Sale of Glasscock County Assets and
(ii) Request for Payment of Administrative Expense. Encana
contends that its rights to the Glasscock assets, which Vanguard
Natural Resources sold to OXY USA, are separate from, and not
derivative of or junior to, those of Vanguard's first lienholders.
According to Encana, the potential adequate protection fashioned by
the Bankruptcy Court -- holding the Sale Proceeds in a segregated
account and having the parties compete for them -- will have failed
unless Encana is awarded an amount equal to the value bestowed upon
the estate from the sale of Encana's property interest. Encana
contends that amount is no less than $70 million.
Ecana explains that of the $105 million sale price, approximately
$5 million was attributable to property in which Encana had no
interest. For the purposes of its Motion, Encana conservatively
assumes that the Debtors would have elected to participate in
subsequent Glasscock wells, thereby resulting in an assignment to
Encana of 70% of the Debtors' interest pursuant to section 8 of the
parties' Development Agreement.
Encana contends that:
-- its interest rode through the sale, and it is entitled to
damages for deprivation of its property interest;
-- it is entitled to an administrative claim;
-- its claim arises from the Debtors' post-petition action;
and
-- it is entitled to recover the benefit to, and unjust
enrichment of, the Debtors resulting from the sale of its
property.
Encana has taken an appeal from the order approving the sale to OXY
USA. According to Encana, the Bankruptcy no longer has
jurisdiction over the disposition of the Sale Proceeds in light of
the appeal. The Bankruptcy Court cannot, and should not, deal with
the issue of "who gets the Sale Proceeds" until the District Court
has ruled on the appeal, it argues.
Encana is represented by:
Jason S. Brookner, Esq.
James J. Ormiston, Esq.
GRAY REED & McGRAW LLP
1300 Post Oak Blvd., Suite 2000
Houston, Texas 77056
Telephone: (713) 986-7000
Facsimile: (713) 986-7100
- and -
Lydia R. Webb, Esq.
GRAY REED & McGRAW LLP
1601 Elm Street, Suite 4600
Dallas, Texas 75201
Telephone: (214) 954-4135
Facsimile: (214) 953-1332
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017.
The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur.
The Debtors listed total assets of $1.54 billion and total debt
of $2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard. Opportune
LLP is the Company's restructuring advisor. Prime Clerk LLC is
serving as claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case. The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.
The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain
unaffiliated holders of its Preferred Units and common units
pursuant to which the Debtors and the Ad Hoc Equity Committee
agreed, among other things, that professionals for the Ad Hoc
Equity Committee would be funded by the Debtors' estates for
services performed within a defined scope and subject to agreed
caps on fees and expenses as described in the Stipulation and
Agreed Order.
Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at
Gardere Wynne Sewell LLP.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.
* * *
The Court has approved the disclosure statement explaining
Vanguard Natural Resources, LLC and certain subsidiaries' Second
Amended Joint Plan of Reorganization, dated May 31, 2017. Upon
consummation of the Plan, the Company will sell all of its assets
to a corporation owned by those parties participating in the rights
offering and the second lien lenders in exchange for the assumption
of the Company's first lien debt, the assumption of the Company's
second lien debt, a cash payment from the Acquiring Corporation,
common stock of the Acquiring Corporation and warrants to acquire
common stock of the Acquiring Corporation.
VANGUARD NATURAL: Ex-LRR Directors Seek Payment for Defense Cost
----------------------------------------------------------------
Eric D. Mullins, Charles W. Adcock, Jonathan C. Farber, Townes G.
Pressler, Jr., John A. Bailey, and Jonathan P. Carroll ask the U.S.
Bankruptcy Court to grant them relief from the automatic stay and
authorize Vanguard Natural Resources, LLC's insurers to pay for
their costs in defending lawsuits.
The Debtors and certain of its predecessors entered into the
Purchase Agreement and Plan of Merger, dated as of April 20, 2015.
Two of the parties to the Agreement were LRE GP, LLC, a Delaware
limited liability company -- Partnership GP -- and LRR Energy,
L.P., a Delaware limited partnership -- Partnership.
Messrs. Mullins et al. were directors of the Partnership GP and the
Partnership GP was the general partner of the Partnership. They
have been sued as defendants in Hurwitz v. LRR Energy, L.P., Case
No. 15-711-SLR, pending in the United States District Court for the
District of Delaware, relating to their capacities as directors of
the Partnership GP. They contend that they are each an Indemnified
Party under the Merger Agreement. They also assert that the
Debtors' insurance policies provide direct coverage of any incurred
cost or liability associated with the claims asserted in the
Hurwitz Litigation or any other appropriately and properly asserted
demand against the Insurers.
The insurance companies are U.S. Specialty Insurance Company,
National Union Fire Insurance Company of Pittsburgh, Pa., XL
Specialty Insurance Company, and Allied World National Assurance
Company.
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017.
The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur.
The Debtors listed total assets of $1.54 billion and total debt
of $2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard. Opportune
LLP is the Company's restructuring advisor. Prime Clerk LLC is
serving as claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case. The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.
The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain
unaffiliated holders of its Preferred Units and common units
pursuant to which the Debtors and the Ad Hoc Equity Committee
agreed, among other things, that professionals for the Ad Hoc
Equity Committee would be funded by the Debtors' estates for
services performed within a defined scope and subject to agreed
caps on fees and expenses as described in the Stipulation and
Agreed Order.
Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at
Gardere Wynne Sewell LLP.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.
* * *
The Court has approved the disclosure statement explaining
Vanguard Natural Resources, LLC and certain subsidiaries' Second
Amended Joint Plan of Reorganization, dated May 31, 2017. Upon
consummation of the Plan, the Company will sell all of its assets
to a corporation owned by those parties participating in the rights
offering and the second lien lenders in exchange for the assumption
of the Company's first lien debt, the assumption of the Company's
second lien debt, a cash payment from the Acquiring Corporation,
common stock of the Acquiring Corporation and warrants to acquire
common stock of the Acquiring Corporation.
W3 TOPCO: Moody's Hikes Corporate Family Rating to B3
-----------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) of W3 Topco LLC, a holding company of Total Safety U.S. Inc.
(collectively "Total Safety"), to B3 from Caa3. At the same time,
Moody's assigned a B3 rating to the company's new term loan due
2022, and upgraded the Probability of Default Rating (PDR) to B3-PD
from Caa3-PD. The rating outlook was changed to stable.
In March 2017, Total Safety restructured its then-existing equity
and its first lien revolver, first lien term loan, and second lien
term loan, and exchanged them for the new term loan and equity.
Moody's viewed this restructuring as a distressed exchange and
considered it a default event. The transaction resulted in
reduction of Total Safety's long-term debt from $460 million to
$197 million.
"The newly assigned B3 rating for Total Safety's term loan reflects
the company's less-burdened capital structure resulting from the
considerable debt reduction from the restructuring transaction,"
said Arvinder Saluja, Moody's VP-Senior Analyst. "The upgrade to
the ratings also reflects the company's significant enhancement in
liquidity through reduced debt service burden."
-- Issuer: W3 Topco LLC
Upgrades:
-- Probability of Default Rating, Upgraded to B3-PD from Caa3-PD
-- Corporate Family Rating, Upgraded to B3 from Caa3
Assignments:
-- Senior Secured Bank Credit Facility, Assigned B3 (LGD 4)
Withdrawals:
-- Senior Secured Bank Credit Facility, Withdrawn , previously
rated Ca (LGD 5)
-- Senior Secured Bank Credit Facility, previously rated Caa2
(LGD 3)
Outlook Actions:
-- Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The B3 CFR reflects Total Safety's modest size and scale with
roughly $45-50 million EBITDA , some (albeit reduced) exposure to
the volatile and weak upstream oil and gas market, and moderate
level of customer concentration. The rating benefits from some
geographic diversification, good liquidity, and exposure to the
relatively stable downstream energy market. The March 2017 balance
sheet restructuring eliminated more than half of Total Safety's
debt outstanding, improving leverage to 4.0x, and shored up the
company's liquidity, both significant drags on the company's
ratings previously.
Total Safety's good liquidity profile reflects expectations of
positive free cash flow and minimal revolver needs. While
underlying cash flows have some seasonality, Moody's believes free
cash flow will be positive in 2017 aided by a relieved interest
burden and minimal capital sending needs. As a result of the
restructuring, the company entered into a new $60 million revolving
credit facility, due 2022. As of May 2017, the revolver had $21.4
million drawn. Moody's believes this leaves the company with enough
cushion to cover all of its day-to-day operations and debt service.
Generally revolver needs are highest in the third quarter leading
into the early fall, in step with the refinery turnaround season.
In addition, the company has quarterly cash interest payments that
are also a draw on cash needs, although significantly less so than
prior to the restructuring. The credit agreement contains a fixed
charge covenant of 1.1x which would be triggered if the revolver
availability were to reduce to 20%; Moody's do not expect the
covenant to spring through 2018.
Debt capital is comprised of a $60 million first lien senior
secured ABL revolving credit facility due March 2022 and a $175
million first lien senior secured term loan due March 2022. Even
though the ABL revolver benefits from the borrowing base calculated
as a portion of accounts receivable and inventory and ABL priority
collateral, it is not large enough to notch the term loan rating
below the company's B3 CFR, in accordance with Moody's Loss Given
Default ("LGD") methodology.
The stable rating outlook incorporates Moody's expectation that the
downstream business and margins would not deteriorate and that
liquidity will be sufficient to meet its capital needs through
2018. The ratings could be downgraded if debt/EBITDA were to remain
above 5.5x for a sustainable period or if liquidity meaningfully
deteriorates. The rating could be upgraded if Total Safety were to
acquire additional assets that further diversified its sources of
cash flow and improved its scale, without causing meaningful
deterioration in leverage.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
W3 Topco LLC (fka W3 Co.) is a holding company controlling Total
Safety U.S., Inc. (collectively "Total Safety"), a global provider
of industrial safety services and equipment primarily for the
upstream and downstream energy, petrochemical, chemical and other
end markets. Total Safety is owned by affiliates of private equity
sponsor Littlejohn & Co.
WESTINGHOUSE ELECTRIC: V.C. Summer Standstill Extended to Aug. 10
-----------------------------------------------------------------
SCANA Corporation (NYSE:SCG) and Santee Cooper on June 26, 2017,
said the Interim Assessment Agreement with Westinghouse Electric
Company, LLC, concerning the nuclear construction project at the
V.C. Summer Nuclear Station has been amended to extend the term of
the agreement through Aug. 10, 2017, subject to bankruptcy court
approval. The agreement allows for a transition and evaluation
period, during which South Carolina Electric & Gas Company (SCE&G),
principal subsidiary of SCANA, and V.C. Summer Nuclear Station
project co-owner, Santee Cooper, can continue to make progress on
the site. During this period, Fluor will remain in its current
role and the project's co-owners will continue to make weekly
payments for work performed during the interim period.
The agreement extension allows the co-owners additional time to
maintain all of their options by continuing construction on the
project, while examining all of the relevant information for a
thorough and careful assessment to determine the most prudent path
forward. The goal is to reach a decision in the third quarter.
This second amendment ("Amendment") to the Interim Assessment
Agreement dated as of March 28, 2017 (the "Interim Assessment
Agreement"), by and among South Carolina Electric & Gas Company and
South Carolina Public Service Authority (collectively, the "V.C.
Summer Owners"), and Westinghouse Electric Company LLC and WECTEC
Global Project Services, Inc. f/k/a Stone and Webster
(collectively, the "Debtors", and collectively with the V.C. Summer
Owners, the "Parties"), was entered into as of June 26, 2017.
SCANA Corp, headquartered in Cayce, S.C. -- http://www.scana.com/
-- is an energy-based holding company principally engaged, through
subsidiaries, in electric and natural gas utility operations and
other energy-related businesses. SCE&G -- http://www.sceg.com/--
is a regulated public utility engaged in the generation,
transmission, distribution and sale of electricity to approximately
713,000 customers in South Carolina. Santee Cooper --
http://www.santeecooper.com/-- is the ultimate source of
electricity for 2 million people across South Carolina.
About Westinghouse Electric Company
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world
headquarters are located in the Pittsburgh suburb of Cranberry
Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on
March
29, 2017. The petitions were signed by AlixPartners' Lisa J.
Donahue, chief transition and development officer.
The Debtors listed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; and K&L Gates as special counsel.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
WJA ASSET: CA Real Estate Taps Smiley Wang-Ekvall as Counsel
------------------------------------------------------------
CA Real Estate Opportunity Fund III, LLC seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
hire legal counsel.
The company proposes to hire Smiley Wang-Ekvall LLP, the firm also
tapped by its affiliates, including WJA Asset Management LLC, in
connection with their bankruptcy cases.
CA Real Estate had not yet filed its Chapter 11 petition at the
time its affiliates filed their application to employ the
California-based law firm.
The hourly rates for attorneys and paralegal who will be primarily
responsible for representing the company are:
Lei Lei Wang Ekvall $610
Robert Marticello $490
Michael Simon $290
Janet Hogan $250
Smiley Wang-Ekvall is "disinterested" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
About WJA Asset Management
Founded in 2011, WJA Asset Management is a small organization in
the management services industry located in Laguna Hills,
California. WJA Asset and its affiliates are part of a network of
entities or "funds" formed to offer a range of investment
opportunities to clients.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Lead Case No. 17-11996) on May 18, 2017.
Howard Grobstein, chief restructuring officer, signed the
petitions.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.
WJA ASSET: Committee Taps SulmeyerKupetz as Legal Counsel
---------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of TD REO, LLC and three other affiliates of WJA
Asset Management LLC seeks court approval to hire legal counsel.
In a filing with the U.S. Bankruptcy Court for the Central District
of California, the committee proposes to hire SulmeyerKupetz to
give legal advice regarding its duties under the Bankruptcy Code
and provide other services related to the cases of TD REO, Equity
Indexed Managed Fund LLC, TD Opportunity Fund LLC, and WJA Secure
Income Fund, LLC.
Mark Horoupian, Esq., and Jessica Vogel, Esq., the attorneys
designated to represent the committee, will charge $585 per hour
and $425 per hour, respectively.
Mr. Horoupian disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Mark S. Horoupian, Esq.
Jessica L. Vogel, Esq.
SulmeyerKupetz
A Professional Corporation
333 South Hope Street, Thirty-Fifth Floor
Los Angeles, CA 90071-1406
Tel: 213.626.2311
Fax: 213.629.4520
Email: mhoroupian@sulmeyerlaw.com
Email: jvogel@sulmeyerlaw.com
About WJA Asset Management
Founded in 2011, WJA Asset Management is a small organization in
the management services industry located in Laguna Hills,
California. WJA Asset and its affiliates are part of a network of
entities or "funds" formed to offer a range of investment
opportunities to clients.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Lead Case No. 17-11996) on May 18, 2017.
Howard Grobstein, chief restructuring officer, signed the
petitions.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.
YIELD10 BIOSCIENCE: Regains Compliance with NASDAQ Bid Price Rule
-----------------------------------------------------------------
Yield10 Bioscience, Inc., has received a letter from The NASDAQ
Stock Market LLC notifying the Company that it has regained
compliance with the NASDAQ Capital Market's minimum bid price
continued listing requirement. The letter noted that as of June
12, 2017, the Company evidenced a closing bid price of its common
stock in excess of the $1.00 minimum requirement for at least ten
consecutive trading days. Accordingly, the Company has regained
compliance with NASDAQ Marketplace Rule 5550(a)(2) and NASDAQ
considers the matter closed.
About Yield10 Bioscience
Yield10 Bioscience, Inc., formerly known as Metabolix, Inc., is
focused on developing new technologies to achieve step-change
improvements in crop yield to enhance global food security.
Yield10 has an extensive track record of innovation based around
optimizing the flow of carbon in living systems. Yield10 is
leveraging its technology platforms and unique knowledge base to
design precise alterations to gene activity and the flow of carbon
in plants to produce higher yields with lower inputs of land, water
or fertilizer. Yield10 is advancing several yield traits it has
developed in crops such as Camelina, canola, soybean and corn.
Yield10 is headquartered in Woburn, MA and has an Oilseeds center
of excellence in Saskatoon, Canada. For more information about the
company, please visit www.yield10bio.com. (YTEN-G)
Metabolix changed its name to Yield10 Bioscience, Inc., effective
Jan. 9, 2017, to reflect the new mission and strategic direction of
the business.
Yield10 reported a net loss of $7.60 million on $1.15 million of
total revenue for the year ended Dec. 31, 2016, compared to a net
loss of $23.68 million on $1.35 million of total revenue for the
year ended Dec. 31, 2015.
As of March 31, 2017, Yield10 had $8.49 million in total assets,
$3.93 million in total liabilities and $4.56 million in total
stockholders' equity.
RSM US LLP, in Boston, Massachusetts, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has suffered recurring
losses from operations and has insufficient capital resources,
which raises substantial doubt about its ability to continue as a
going concern.
YU HUA LONG: Hires Re/Max Omega as Real Estate Broker
-----------------------------------------------------
Timothy J. Yoo, the Chapter 11 Trustee of Yu Hua Long Investments
LLC, seeks authority from the U.S. Bankruptcy Court for the Central
District of California to employ Re/Max Omega, as real estate
broker to the Trustee.
The Trustee requires Re/Max Omega to sell the Debtor's real
property located at Monterey Park, California, including to:
a. order, analyze, and prepare all documentation necessary to
list and advertise the Property for sale;
b. list the Property with the most propitious listing services
available, to show the Property as necessary and respond to
potential purchasers' inquiries, and to solicit reasonable
offers of purchasers;
c. convey all reasonable purchase offers to the Trustee and
the Trustee's counsel, and subject to the Trustee's
approval, to negotiate, and confirm the acceptance of the
best offer; and
d. cause to be prepared and submitted to escrow on behalf of
the Trustee any and all documents necessary to consummate a
sale of the Property.
Re/Max Omega will be paid a commission of 4% of the gross sales
price from the proceeds of sale.
Suzie Koo, co-owner and member of Re/Max Omega, 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.
Re/Max Omega can be reached at:
Suzie Koo
RE/MAX OMEGA
1224 Baldwin Avenue
Arcadia, CA 91007
Tel: (626) 447-1688
About Yu Hua Long Investments LLC
Yu Hua Long Investments LLC filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-22745) on September 26, 2016, disclosing
under $1 million in both assets and liabilities.
Timothy J. Yoo has been named as Chapter 11 trustee for the
Debtor's case. Levene Neale Bender Yoo & Brill, LLP represents the
trustee as general bankruptcy counsel.
[*] GlassRatner's Marshall Glade Receives CFA 40 Under 40 Awards
----------------------------------------------------------------
GlassRatner on June 27, 2017, disclosed that Marshall Glade was
recently recognized as a winner of the Commercial Finance
Association's (CFA) 40 Under 40 awards. He was a winner in the
Business Consulting/Turnaround category.
The CFA's 40 Under 40 Awards is designed to honor the achievements
of young professionals in the commercial finance industry:
innovators, visionaries, leaders and rising stars. What makes this
award program special is the cohesiveness of support across the
industry. The Leadership Council is comprised of senior leaders
representing bank-affiliated asset-based lenders and factors, as
well as independent and entrepreneurial enterprises. The Event
Committee is made up of highly engaged industry leaders.
Marshall Glade, CPA, began his business career with Grant Thornton,
a public accounting firm. His clients were in various industries
such as oil and gas, convenience stores, rich media advertising,
wireless security, and manufacturing. As a senior accountant Mr.
Glade was involved with planning, implementation, and conclusion of
both large and small public and private audits. He also spent a
significant amount of time in the Transaction Support Services
division performing due diligence
assignments.
Mr. Glade graduated from the University of Georgia with a Bachelors
of Business Administration in Accounting and a Masters of
Accountancy. He is a Certified Public Accountant licensed in the
State of Georgia.
A copy of the full list of winners is available at
https://is.gd/7eUUGT
About GlassRatner
GlassRatner Advisory & Capital Group LLC --
https://www.glassratner.com/ -- is a multi-office specialty
financial advisory services firm providing Solutions to complex
business problems and Board level agenda items. The firm applies a
unique mix of skill sets and experience to address matters of the
utmost importance to the enterprise such as planning and executing
a major acquisition or divestiture, pursuing a fraud investigation
or corporate litigation, managing through a business crisis or
bankruptcy and other top level, non-typical business challenges.
[*] Number of Municipal Defaults May Rise in 2017, Moody's Says
---------------------------------------------------------------
While all four Moody's-rated municipal defaults in 2016 were
related to the Commonwealth of Puerto Rico (Caa3 negative), that
number could more than double in 2017 as additional Puerto Rico
credits are restructured or default, according to Moody's Investors
Service in its annual default study.
The total default volume for 2016 was $22.6 billion, the highest by
a significant margin in the 47-year study period, according to the
report, "US Municipal Bond Defaults and Recoveries, 1970-2016."
This year's report also divides the municipal market into three
categories -- general governments, municipal utilities, and
competitive enterprises -- to better distinguish and assess
inherent credit distinctions and ratings movements in municipal
finance.
According to this year's update, the US municipal sector, while
broadly stable and highly rated, is fundamentally evolving.
Defaults and bankruptcies remain rare overall, but have become more
common in the last decade as credit distress has grown and defaults
have extended to general governments.
"There is a new normal of uneven economic recovery, tepid growth,
rising deferred maintenance and changing demographics affecting the
sector," says Alfred Medioli, a senior vice president at Moody's.
"A small, but growing minority of municipal issuers now have
reduced resilience and will be in a weakened position when the next
recession arrives."
The dominant headwind in the sector is the growth in general
government leverage and increasing fixed cost burdens on
operations. While direct debt has increased a manageable 25% since
2004, state and local government leverage has grown substantially
due to pension debt. Unfunded municipal pension liabilities were
negligible 15 years ago, but reached a Moody's-estimated $5
trillion in 2016.
Puerto Rico is an extreme example of correlated risk within a
single credit family that not only includes GO bonds but extends to
lease and revenue debt. The four defaults in 2016 were from the
Puerto Rico Infrastructure Finance Authority (PRIFA), the
Government Development Bank (GDB), the Highways and Transportation
Authority, and Puerto Rico's general GO-backed debt.
Competitive enterprises, such as housing and healthcare, account
for the most rated default incidence over the long run, while
municipal utilities have led in terms of default volume. However,
most of these defaults occurred before 2007, and by dollar volume
these projects were relatively small. Many of the housing defaults
in this period have recovered with the strengthening of the renter
sector.
"Conversely, 45 of the 103 municipal defaults in Moody's study
occurred since 2007 and increasingly include general governments,"
said Medioli. "The amount of affected debt in these defaults has
also been notably higher than defaults in municipal utilities and
competitive enterprises."
Despite the record year, the five-year municipal default rate since
2007 was only 0.15%, compared to 6.92% for corporates (albeit a
sector with lower ratings on average) over the same period. Dating
back to 1970, the extent of the study, the five-year municipal
default rate was 0.07%. "The vast majority of municipal ratings
remain firmly in investment grade, but there are now proportionally
fewer Aaa ratings and more A2 and A3 ratings," said Medioli.
[*] Ryan Roy Joins Ankura Consulting as Managing Director
---------------------------------------------------------
Ankura Consulting (Ankura) on June 22, 2017 announced the
appointment of Ryan M. Roy as a Managing Director. Based in the
New York office, Mr. Roy will practice with the firm's Turnaround &
Restructuring group.
Ryan Roy joins Ankura with more than 15 years' experience in the
global financial industry, where he focused on restructuring,
turnaround and special situations, as well as structured products.
He has held active roles across multiple creditor classes as a
principal, leading and participating in bankruptcies and
out-of-court restructurings related to a broad range of industries,
including energy, industrials, retail, telecom and financial
services. Additionally, his professional experience in turnaround
includes board-level participation at reorganized companies across
several industries where, active as a principal, he developed and
implemented strategies that maximized value for stakeholders.
Before joining Ankura, Mr. Roy spent over nine years with Barclays
Bank PLC, where he held leadership roles in both the Credit
Restructuring and Advisory/Special Situations and the Global
Financial Risk Management – Structured/Complex Products groups.
As a Director in the Credit Restructuring and Advisory/Special
Situations group, he managed over $1 billion of distressed and
special situation principal positions, including several US-based
oil and gas exploration and production companies, a
multibillion-dollar international bankruptcy where Barclays was the
chair of the official committee of unsecured creditors, and a
GBP400 mm portfolio of loans to middle market European corporates.
Mr. Roy was also involved in the development and execution of
strategies for the purpose of optimizing and protecting Barclays
balance sheet while managing related sales processes.
Kevin Lavin, Ankura Co-President, stated, "I feel very fortunate to
have another senior professional with broad and deep restructuring
experience, as a principal, join our team; Ryan joins our growing
number of colleagues who excel in efficiently leading situations
and solving our clients' most difficult challenges."
Mr. Roy can be reached at:
RYAN M. ROY
Managing Director
ANKURA CONSULTING GROUP
750 Third Avenue, 28th Floor, New York, NY 10017
60 State Street, Suite 700, Boston, MA 02109
Main: +1.212.818.1555
Mobile: +1.646.528.4393
E-mail: ryan.roy@ankuraconsulting.com
About Ankura Consulting
Ankura Consulting is an independent business advisory and expert
services firm. Its Investigations & Accounting Advisory,
Litigation & Disputes, Regulatory & Contractual Compliance, Risk,
Resilience & Geopolitical, and Turnaround & Restructuring
professionals are proven cross-disciplinary and cross-industry
experts who create the diverse and dynamic solutions required to
navigate today's complicated world.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Harvey Ladue Brooks and Cheryl Lynn Brooks
Bankr. N.D. Ala. Case No. 17-41106
Chapter 11 Petition filed June 15, 2017
represented by: Harry P. Long, Esq.
E-mail: ecfpacer@gmail.com
In re Daniel A Gaudreau
Bankr. N.D. Cal. Case No. 17-51444
Chapter 11 Petition filed June 15, 2017
represented by: Gregory S. Hartman, Esq.
HARTMAN BANKRUPTCY LAW
E-mail: gregory@bayarearestructure.com
In re New Good Samaritan Community Services
Bankr. N.D. Ill. Case No. 17-18184
Chapter 11 Petition filed June 15, 2017
See http://bankrupt.com/misc/ilnb17-18184.pdf
represented by: Karen J. Porter, Esq.
PORTER LAW NETWORK
E-mail: porterlawnetwork@gmail.com
In re H.R.P. II LLC
Bankr. N.D. Ind. Case No. 17-21695
Chapter 11 Petition filed June 15, 2017
See http://bankrupt.com/misc/innb17-21695.pdf
represented by: Renee M. Babcoke, Esq.
BABCOKE LAW OFFICE
E-mail: babcokelaw@gmail.com
In re Mojck, LLC
Bankr. W.D.N.Y. Case No. 17-20646
Chapter 11 Petition filed June 15, 2017
See http://bankrupt.com/misc/nywb17-20646.pdf
represented by: Ronald S. Goldman, Esq.
E-mail: rosgol@yahoo.com
In re Edward Singh Sunpaul
Bankr. D.P.R. Case No. 17-04291
Chapter 11 Petition filed June 15, 2017
represented by: Rafael A. Gonzalez Valiente, Esq.
GODREAU & GONZALEZ LAW
E-mail: rgv@g-glawpr.com
In re Spring Shamrock Holdings Co., Inc.
Bankr. S.D. Tex. Case No. 17-33772
Chapter 11 Petition filed June 15, 2017
See http://bankrupt.com/misc/txsb17-33772.pdf
represented by: Steven A. Leyh, Esq.
LEYH, PAYNE & MALLIA, PLLC
E-mail: sleyh@lpmfirm.com
In re William Tyler Brown, Jr.
Bankr. E.D. Va. Case No. 17-72171
Chapter 11 Petition filed June 15, 2017
represented by: Joseph T. Liberatore, Esq.
CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
E-mail: jliberatore@clrbfirm.com
In re Lazar Enterprises, Inc.
Bankr. D. Ariz. Case No. 17-06877
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/azb17-06877.pdf
represented by: Kasey C. Nye, Esq.
KASEY C. NYE, LAWYER, PLLC
E-mail: knye@kcnyelaw.com
In re Jackson T Fulgham
Bankr. W.D. Ark. Case No. 17-71558
Chapter 11 Petition filed June 16, 2017
represented by: Donald A. Brady, Jr., Esq.
AADR
E-mail: aadrbk@gmail.com
In re The Sacred Table, Inc.
Bankr. N.D. Cal. Case No. 17-51456
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/canb17-51456.pdf
represented by: Jason Vogelpohl, Esq.
CENTRAL COAST BANKRUPTCY
E-mail: jason@centralcoastbankruptcy.com
In re CHARLIELUCY LLC
Bankr. S.D. Fla. Case No. 17-17543
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/flsb17-17543.pdf
represented by: Tarek K. Kiem, Esq.
KIEM LAW, PLLC
E-mail: tarek@kiemlaw.com
In re Consolidated Alloys, LLC
Bankr. N.D. Ga. Case No. 17-60665
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/ganb17-60665.pdf
Filed Pro Se
In re JJS IN THE DESERT ONE, LLC
Bankr. D. Nev. Case No. 17-13269
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/nvb17-13269.pdf
represented by: Bryan M Viellion, Esq.
KAEMPFER CROWELL
E-mail: bviellion@kcnvlaw.com
In re James Conrad DeZao, III
Bankr. D.N.J. Case No. 17-22382
Chapter 11 Petition filed June 16, 2017
represented by: Michele M. Dudas, Esq.
TRENK, DIPASQUALE, DELLA FERA & SODONO
E-mail: mdudas@trenklawfirm.com
In re KEM REST., INC.
Bankr. E.D.N.Y. Case No. 17-43156
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/nyeb17-43156.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re THOMPSON REST., INC.
Bankr. E.D.N.Y. Case No. 17-43157
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/nyeb17-43157.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re 11 Talkhouse Walk LLC
Bankr. E.D.N.Y. Case No. 17-73691
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/nyeb17-73691.pdf
represented by: Mark E. Cohen, Esq.
E-mail: MECESQ2@aol.com
In re Eat Gator, LLC
Bankr. E.D. Tex. Case No. 17-41296
Chapter 11 Petition filed June 16, 2017
See http://bankrupt.com/misc/txeb17-41296.pdf
represented by: Keith William Harvey, Esq.
THE HARVEY LAW FIRM, P.C.
E-mail: harvey@keithharveylaw.com
In re Charles S. Novosel and Lindsey M. Novosel
Bankr. W.D. Pa. Case No. 17-10626
Chapter 11 Petition filed June 17, 2017
represented by: Gary William Short, Esq.
E-mail: garyshortlegal@gmail.com
In re Consolidated Poultry & Egg Co., Inc.
Bankr. W.D. Tenn. Case No. 17-25324
Chapter 11 Petition filed June 18, 2017
See http://bankrupt.com/misc/tnwb17-25324.pdf
represented by: Daniel Lofton, Esq.
CRAIG & LOFTON, P.C.
E-mail: dlofton@craigandloftonlaw.com
In re Miguel Verduzco
Bankr. D. Ariz. Case No. 17-06918
Chapter 11 Petition filed June 19, 2017
represented by: Eric Slocum Sparks, Esq.
ERIC SLOCUM SPARKS PC
E-mail: law@ericslocumsparkspc.com
In re Ayanna Walden, M.D.,Inc. A Professional Corporation
Bankr. C.D. Cal. Case No. 17-17459
Chapter 11 Petition filed June 19, 2017
See http://bankrupt.com/misc/cacb17-17459.pdf
represented by: Creighton A. Stephens, Esq.
E-mail: casesq@verizon.net
In re Carl Justice Judson, Jr.
Bankr. D. Colo. Case No. 17-15664
Chapter 11 Petition filed June 19, 2017
represented by: Lee M. Kutner, Esq.
E-mail: lmk@kutnerlaw.com
In re RJRamdhan Group, LLC
Bankr. M.D. Fla. Case No. 17-02241
Chapter 11 Petition filed June 19, 2017
See http://bankrupt.com/misc/flmb17-02241.pdf
represented by: Robert D Wilcox, Esq.
WILCOX LAW FIRM
E-mail: rw@wlflaw.com
In re Center for Allergic Diseases, LLC
Bankr. D. Md. Case No. 17-18366
Chapter 11 Petition filed June 19, 2017
See http://bankrupt.com/misc/mdb17-18366.pdf
represented by: Brett Weiss, Esq.
CHUNG & PRESS, LLC
E-mail: brett@bankruptcylawmaryland.com
In re Brazilian Buffet LLC
Bankr. D.N.J. Case No. 17-22490
Chapter 11 Petition filed June 19, 2017
See http://bankrupt.com/misc/njb17-22490.pdf
Filed Pro Se
In re Bernida Gonzalez
Bankr. E.D.N.Y. Case No. 17-43170
Chapter 11 Petition filed June 19, 2017
represented by: Gary C. Fischoff, Esq.
BERGER, FISCHOFF & SHUMER, LLP
E-mail: gfischoff@bfslawfirm.com
In re Zeo Health, Ltd.
Bankr. S.D.N.Y. Case No. 17-22963
Chapter 11 Petition filed June 19, 2017
See http://bankrupt.com/misc/nysb17-22963.pdf
represented by: H. Bruce Bronson, Jr., Esq.
BRONSON LAW OFFICES, P.C.
E-mail: ecf@bronsonlaw.net
In re LRJ Global Quality Concrete, Inc.
Bankr. D.P.R. Case No. 17-04359
Chapter 11 Petition filed June 19, 2017
See http://bankrupt.com/misc/prb17-04359.pdf
represented by: Nydia Gonzalez Ortiz, Esq.
SANTIAGO & GONZALEZ
E-mail: bufetesg@gmail.com
In re Robert A. Froehlich
Bankr. E.D. Va. Case No. 17-12095
Chapter 11 Petition filed June 19, 2017
represented by: Januario G. Azarcon, Esq.
SAWYER & AZARCON, P.C.
E-mail: jga@sawyerazarcon.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
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not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***