/raid1/www/Hosts/bankrupt/TCR_Public/170703.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, July 3, 2017, Vol. 21, No. 183
Headlines
11 TALKHOUSE WALK: Hires Mark E. Cohen as Counsel
213 BOND STREET: 213 BS Buying Brooklyn Property for $1.1M
2820 MT. EPHRAIM: Voluntary Chapter 11 Case Summary
5 STAR WASHER: Has Access to Cash Collateral Through Sept. 30
761 DEKALB AVENUE: Case Summary & 5 Unsecured Creditors
7614 FOURTH REAL ESTATE: Case Summary & Unsecured Creditor
8100 VETERANS: Case Summary & Unsecured Creditor
A.M. CASTLE: Has Interim Nod to Use Cash Collateral
AA HOLDINGS-WINSTON-SALEM: Case Summary & 4 Unsecured Creditors
ACORN PROPERTIES: Voluntary Chapter 11 Case Summary
ADVANCED ANESTHESIOLOGY: Case Summary & Top Unsecured Creditors
ADVANCED SOLIDS: Sale of Equipment to Portable Mud for $107K Okayed
AGENT PROVOCATEUR: Sale of All Assets for $1.1 Million Approved
AHP HOME: U.S. Trustee Unable to Appoint Committee
ALIANZA TRINITY: Wants Sept. 27 Deadline For Exclusive Plan Filing
ALLANA BARONI: Bid to Exclude Miller Testimony Partly Granted
ALMA ENERGY: Exchange Agreement Assigned to Noble Energy
APOLLO COMPANIES: Hires Grimm as Special Litigation Counsel
APTOS (CAYMAN): S&P Lowers CCR to 'B-' on Revenue Pressure
AQUION ENERGY: Needs More Time Closing Sale, File Chapter 11 Plan
ARBOR PHARMACEUTICALS: S&P Affirms 'BB-' CCR; Outlook Negative
ARMADA LEASING: Voluntary Chapter 11 Case Summary
ASPIRITY ENERGY: Case Summary & 20 Largest Unsecured Creditors
ATLANTA GROTNES: Case Summary & 13 Unsecured Creditors
BAY CIRCLE: Nilhan Hires Ackerman as Real Estate Broker
BCC SANDUSKY: Ch. 11 Receiver Hires Frost Brown as Counsel
BELIEVERS BIBLE: Exclusive Plan Filing Deadline Moved to Oct. 2
BEMA RESTAURANT: Case Summary & 13 Unsecured Creditors
BIODATA MEDICAL: Approval of Todd Frealy as Ch. 11 Trustee Sought
BIOSTAGE INC: Inks Deal to Conduct $3.1M Private Placement
BLACK CREEK: Faces Foreclosure Suit in Chicago
BOARDRIDERS INC: S&P Lowers CCR to 'CCC+'; Outlook Negative
CECIL BANCORP: Case Summary & 3 Unsecured Creditors
CECIL BANCORP: TruPS Claim Holders to Recover 4.59% Under Plan
CENTRAL GROCERS: Taps Peter J. Solomon as Investment Banker
CFG PERU: Trustee Taps Epiq as Claims and Noticing Agent
CGG HOLDING: Hires Paul Weiss as Attorney
CGG HOLDING: Hires Prime Clerk as Administrative Advisor
CHAMPION EXCAVATION: Allowed to Use Cash Collateral Until July 10
CHEFS' WAREHOUSE: S&P Affirms 'B' CCR; Outlook Stable
CLIFFS NATURAL: CEO Granted Shares to Stay Until 2019
CREEKSIDE CANCER CARE: CLS to Recoup 100% Over 192 Months
D.J. SIMMONS: Asks Court to Convert Case to Chapter 7
DEVAL CORP: PDI DeVal Proposes to Become Sole Shareholder
DIOCESE OF NEW ULM: Exclusive Plan Filing Deadline Moved to Oct. 29
DN REAL ESTATE: Hires Virgent Realty as Real Estate Broker
DORADO COMMUNITY: Edna Diaz De Jesus Appointed PCO
EDIFICE GROUP: Wants to Use Csh Collateral Until Dec. 31
ELECTRONIC SERVICE: Allowed to Continue Using Cash Until July 12
ERIE STREET: Unsecureds to be Paid in Full Through R2 Financing
ETERNAL ENTERPRISES: Hires Charmony & Charmony as Special Counsel
EXELA TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable
EXODUS FITNESS: Hires Estrella LLC as Attorney
EZRA HOLDINGS: Wants Nov. 13 Exclusive Plan Filing Deadline
FABRICA DE BLOQUES: July 31 Plan Confirmation Hearing
FINTUBE LLC: Wants to Obtain $800K Financing, Use Cash Collateral
FIRST PHOENIX-WESTON: Sabra Wants Michael Polsky as Plan Agent
FIRSTRAIN INC: Unsecureds to Recoup Up to 100% Under Plan
FOUNDATION HEALTHCARE AFFILIATES: $1.3M Sale of FDNH Shares Okayed
FOUNDATION HEALTHCARE: Taps Donlin Recano as Claims Agent
FUNCTION(X) INC: Auditors Quit Over CEO's Alleged Illegal Acts
FUNCTION(X) INC: Stockholders Elected Five Directors
GABRIELLE LAVERNE BROWN: Needs More Staffing Support, PCO Says
GARBER BROS: Hires Murphy & King as Bankruptcy Counsel
GARBER BROS: Taps Argus Management as Financial Advisor
GASTAR EXPLORATION: Is Added to The Russell 2000 Index
GASTAR EXPLORATION: Six Proposals Approved at Annual Meeting
GENESIS HEALTHCARE: S&P Affirms 'BB+' Rating on 2013 Revenue Bonds
GENON ENERGY: Files Exit Plan, Unsecured Creditors to Get 100%
GENON ENERGY: Hearing to Approve Disclosure Statement on Aug. 3
GETCHELL AGENCY: U.S. Trustee Seeks Ch. 11 Examiner Appointment
GLENN PATERNOSTER: Cefalia Buying Newport Beach Property for $2.8M
GLOBAL EAGLE: S&P Lowers CCR to 'B', Still on CreditWatch Neg
GLOBAL MINISTRIES: S&P Retains 'BB' Bonds Rating on Watch Negative
GLOBAL UNIVERSAL: Disclosures Get Prelim OK; July 20 Plan Hearing
GRACIOUS HOME: Sale of All Assets to NEWGH for $4M Approved
GRANITE ACQUISITION: S&P Affirms 'B+' CCR; Outlook Stable
GREEN FIELD: Moreno's Motion to Abate Adversary Proceeding Denied
GRM BAY WASH: Sale of Laurel Property for $900K Approved
GULFMARK OFFSHORE: Retail Noteholders Object to Plan Disclosures
GV HOSPITAL: Hearing on Plan Outline OK Set for July 26
HALO HOME: Hires Rene Zamora Accounting as Accountant
HANISH LLC: Can Use Phoenix REO Cash Collateral Until Sept. 30
HARTFORD COURT: May Use Hindsale Cash Collateral Until July 14
HC2 HOLDINGS: S&P Affirms 'B-' Rating on 11% Sr. Sec. Notes
HECLA MINING: S&P Raises CCR to 'B'; Outlook Stable
HELIOPOWER INC: Has Final Approval to Use Cash Collateral
HELIOPOWER INC: Has Final OK to Obtain Financing From Sierra Nevada
HIGH COUNTRY TRANSPORTATION: Voluntary Chapter 11 Case Summary
I.O. METRO: Wilson Buying 2010 Dool Trailer for $1,525
IBEX LLC: Case Summary & 7 Unsecured Creditors
IDDINGS TRUCKING: Directed to Pay People's United
INT'L MANUFACTURING: Tribe Has Until July 7 to File Reply Brief
ISMAIL ARSLANGIRAY: BP West Buying Dupont Property for $860K
JAG VENTURES: Sale of Byron Property to Gottwals Approved
JENSEN INDUSTRIES: IRS No Longer Consents to Cash Use
JOHN Q. HAMMONS: Kraemer Buying Middleton Property for $1.4M
KENNEWICK PUBLIC: Trios Health Considering Reorganization or Sale
KENNEWICK PUBLIC: Trios Health Files for Chapter 9 with $220M Debt
KEYSTONE TUBE: Taps Kurtzman as Administrative Advisor
KING'S PEAK: Case Summary & 20 Largest Unsecured Creditors
KINGDOM MEDICINE: Wants to Use Cash Collateral Until July 7
KINROSS GOLD: S&P Assigns 'BB+' Rating on New US$400MM Notes
KODI DISTRIBUTING: Allowed to Use Cash Collateral on Interim Basis
KODI DISTRIBUTING: Hires Bankruptcy Legal Center as Counsel
LANE FAMILY: May Use Cash Collateral Through Sept. 30
LARKIN EXCAVATING: Flat Land Buying All Assets for $2.01M
LMI AEROSPACE: S&P Affirms Then Withdraws 'B' CCR
LOVE GRACE: Exclusive Plan Filing Deadline Moved to Aug. 18
MANIX HOLDINGS: Intends to Use Banco Inbursa Cash Collateral
MANUFACTURERS ASSOCIATES: Can Continue Using Cash Until July 31
MARINA BIOTECH: Hires CMO to Lead Sales & Marketing of Prestalia
MAYACAMAS HOLDINGS: UST Wants Ch.11 Trustee or Ch.7 Conversion
MBIA INSURANCE: S&P Affirms 'CCC' Financial Strength Rating
MESOBLAST LIMITED: Releases Rheumatoid Arthritis Trial Results
MULTICARE HOME: Hires Eric A. Liepins as Counsel
MULTICARE HOME: Wants to Use Cash Collateral of IRS
NATIONAL EVENTS: Hires Herrick Feinstein as Bankruptcy Counsel
NATIONAL EVENTS: Hires Puopolo of RAS Management as CRO
NATIONAL TRUCK: Wants Premium Financing Pact With Prime Rate OK'd
NC DEVELOPMENT: Case Summary & 2 Unsecured Creditors
NEW YORK CRANE: Perry Mandarino Named Ch. 11 Trustee for J. Lomma
NRMT LLC: Wants Exclusive Plan Filing Period Extended to Sept. 29
OMNICOMM SYSTEMS: Five Directors Elected by Stockholders
OTEX RESOURCES: Creditor Selling Oil and Gas Leases and Wells
PALLET PLUS: U.S. Trustee Unable to Appoint Committee
PARKER DEVELOPMENT: Hearing on Plan Outline Approval Set for Aug. 3
PATRIOT COAL: Trustee's Sale of Contingent Surplus Security Okayed
PET CAFE: Unsecureds to Recoup 13.08% Over 5 Years
PHILADELPHIA HEALTH: Meridian Buying All GMC Assets for $10M
PLASCO TOOLING: Case Summary & 20 Largest Unsecured Creditors
POST EAST: Connect REO to Get Monthly Sum of $5,679
PRECISE CORPORATE: Unsecs. to be Paid From Sale of Tempe Property
PREMIER MARINE: Hires Guidesource as Financial Consultant
PREMIER MARINE: U.S. Trustee Forms 3-Member Committee
PRESSURE BIOSCIENCES: Amends 1.99 Million Shares Prospectus
PRIMUS WHEELER, JR: Sale of Jackson Property for $32K Approved
PRO RAILING METAL: Has Access to IRS Cash Collateral Until Sept. 22
PUERTO RICO: Bid to Move SUT Dispute to PR Supreme Court Denied
PUERTO RICO: Board Picks PREPA Title III Filing Over Deal
PUERTO RICO: Bondholders Called to Converge on July 12 in New York
PUERTO RICO: GO Bondholders Sue Board, Commonwealth Over 80% Cuts
PUERTO RICO: Oversight Board Certifies Fiscal 2018 Budget
QUADRANT 4 SYSTEM: Case Summary & 20 Largest Unsecured Creditors
R.J. REAL ESTATE: Trustee's Sale Set for Sept. 7
RACEWAY MARKET: Eyes Refinancing or Sale of Mortgaged Property
RADIOLOGY SUPPORT: Hires Tiedt & Hurd as Litigation Counsel
RICEBRAN TECHNOLOGIES: Appoints Dykes as Chief Accounting Officer
RICEBRAN TECHNOLOGIES: Seven Directors Elected by Shareholders
RICHARD D. VAN LUNEN: U.S. Trustee Unable to Appoint Committee
RIVARA'S SHIPYARD: Barbadoes Drive Property Up for Sale Aug. 4
RJR TOWING: Wants Exclusive Plan Filing Deadline Moved to Sept. 29
ROCKY-NOLE: Wants to Use Int'l Channel, et al.'s Cash Collateral
ROGER HASKELL: Sale of Vero Beach Property to Fund Plan Approved
ROGERS & SON: Wants Plan Exclusivity Period Extended to Oct. 31
ROJESIE INC: Hires Reguero Acevedo as Accountant
S&S HOLDING: Case Summary & 2 Unsecured Creditors
S&S SCREW: Tennessee Machining Buying All Assets for $3.33M
SANCTUARY CARE: Hires Dalton & Finegold as Special Counsel
SAQIB SIDDIQUI: IRS Seeks Chapter 11 Trustee Appointment
SEARS CANADA: Common Shares Delisted from Toronto Stock Exchange
SHIROKIA DEVELOPMENT: Unsecureds to Get Up to 100% From Asset Sale
SPECTRUM ALLIANCE: Hires Migelouche as Financial Advisor
STERLING FERGUSON: Selling Miami Property to Pay Balloon Mortgage
STEVEN PALLADINO: Ch. 11 Trustee Files Final Report, Seeks Payment
SUGARMAN'S PLAZA: Sale for $6.5M Cash, $1.5M Note Approved
SUNNYSLOPE HOUSING: 9th Cir. Affirms Approval of Chapter 11 Plan
SUPER 8 MOTEL: Clubview Heights Lots Up for Auction July 20
SWIM SEVENTY: U.S. Trustee Forms 3-Member Committee
T3M INC: Authorized to Use Cash Collateral Through Aug. 31
TCC GENERAL: Has Interim Access to Cash Collateral Until Oct. 29
TOWERSTREAM CORP: Files Amended Forms 10-K & 10-Q Reports
TRANSGENOMIC INC: 2017 Stock Option and Incentive Plan Okayed
TRANSGENOMIC INC: Provides Nasdaq with Pro Forma Financials
TRE AMICI LEASING: Wants to Use $110K of Cash Collateral
TRIAD GUARANTY: Hires Shaw Fishman as Counsel
TROVERCO INC: Case Summary & 20 Largest Unsecured Creditors
UNCAS LLC: Plan Proposes Closing New Loan With Savings Bank
VALUEPART INC: Has Interim OK to Use Cash Collateral Until Aug. 26
VESCO CONSULTING: Can Access Cash Collateral Through Dec. 31
VMF INC: Unsecureds to Get Fully Paid in Lump Sum Under Plan
WALKER RENAISSANCE: Hires David W. Steen as Counsel
WALKER RENAISSANCE: Wants OK for DIP Financing From FNB Bank
WEATHERFORD INT'L: Fitch Rates $250MM Unsecured Notes CCC-
WESTMOUNTAIN GOLD: Files Plan of Reorganization
WHICKER ASSET MGT: EPC Buying All Assets for $7.3 Million
WHISPERS RESTAURANT: Has Interim Approval to Use Cash Collateral
WHIZ KIDS: Order Dismissing Lamento's Bid to Foreclose Affirmed
WM DISTRIBUTION: Court Denies Application to Hire WF Davis as Atty
XCELERATED LLC: Case Summary & 20 Largest Unsecured Creditors
XCELERATED LLC: DPD Buying All Assets for 20% of Net Income
YIELD10 BIOSCIENCE: Presented Trial Results at Biology Conference
[^] BOND PRICING: For the Week from June 26 to 30, 2017
*********
11 TALKHOUSE WALK: Hires Mark E. Cohen as Counsel
-------------------------------------------------
11 Talkhouse Walk LLC, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Mark E. Cohen,
Esq., Attorney at Law, as counsel to the Debtor.
11 Talkhouse Walk requires Mark E. Cohen to:
a. provide the Debtor with advice and prepare all necessary
documents regarding debt restructuring, bankruptcy and
asset dispositions, including working with the secured
creditors to negotiate modifications of the mortgages;
b. take all necessary actions to protect and preserve the
Debtor's estate during the pendency of the Chapter 11 case,
including the prosecution of actions by the Debtor, the
defense of actions commenced against the Debtor,
negotiations concerning litigation in which the Debtor is
involved and object to claims filed against the estate;
c. prepare on behalf of the Debtor, as a Debtor-in-Possession,
all necessary motions, applications, answers, orders,
reports and papers in connection with the administration of
the Chapter 11 case;
d. counsel the Debtor with regard to its rights and
obligations as the Debtor in possession;
e. appearing in the bankruptcy court and to protect the
interest of the Debtor before the bankruptcy court; and
f. perform all other legal services for the Debtor which may
be necessary and proper in this proceeding.
Mark E. Cohen will be paid at the hourly rate of $400.
Prior to the filing of the petition, Mark E. Cohen received a
retainer in the amount of $7,717, inclusive of $1,717 filing fee.
Mark E. Cohen will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark E. Cohen, member of Mark E. Cohen, Esq., Attorney at Law,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Mark E. Cohen can be reached at:
Mark E. Cohen, Esq.
MARK E. COHEN, ESQ., ATTORNEY AT LAW
108-18 Queens Boulevard, 4th Floor, Suite 3
Forest Hills, NY 11375
Tel: (718) 258-1500
About 11 Talkhouse Walk LLC
11 Talkhouse Walk LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 8-17-73691-las) on June 16, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Mark E. Cohen, Esq., at Mark E. Cohen,
Esq., Attorney at Law.
213 BOND STREET: 213 BS Buying Brooklyn Property for $1.1M
----------------------------------------------------------
213 Bond Street, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of New York to authorize the sale of real property
located at 213 Bond Street, Brooklyn, New York, Block 405, Lot 7,
to 213 BS Holdings, LLC for $1,125,000, subject to overbid.
The Debtor is the fee owner of the Property which consists of a 20'
x 75' lot with a four-unit building situated thereon. It is
presently encumbered by, at a minimum, a first mortgage lien held
by JPMorgan Chase Bank, N.A. (approximately $330,000); a second
mortgage lien held by Wells Fargo Bank, N.A.; The U.S. Small
Business Administration (approximately $285,000); and a mezzanine
lien/security interest held by Promover Capital, LLC (in the
principal amount of $200,000) securing amounts which total
approximately $815,000. The Debtor also owes real estate taxes in
connection with the Property which totaled approximately $45,000 as
of Jan. 3, 2017.
On March 1, 2017, the Debtor filed its proposed First Amended
Chapter 11 Plan of Reorganization, and corresponding proposed
Disclosure Statement. Briefly, the Plan provides for the full
payment of all of the Debtor's pre and post-Petition Date
obligations, with applicable interest, if any. The Plan further
provides for Paolo Secondo's retention of his equity interests in
the Debtor. The Plan is proposed to be implemented by way of a
post-confirmation sale of the Property.
Both prior to and after the Petition Date, the Debtor, with the
assistance of its professionals (including Friedman-Roth Realty
Services, LLC ("FRRS") which was retained as the Debtor's exclusive
real estate broker pursuant to an Order of the Court), has been
working to find a suitable purchaser for the Property in the hopes
of obtaining a purchase offer which would generate sufficient funds
to satisfy the liens and obligations against the Property and
result in a distribution to unsecured creditors. As a result of
those efforts, the Debtor was introduced to the Purchaser by FRRS
and extensive arm's-length negotiations with the assistance of
independent counsel ensued as to mutually agreeable terms of a sale
of the Property. The Debtor and the Proposed Purchaser
subsequently entered into the Contract of Sale With Leaseback.
The salient terms of the Contract are:
a. The Purchaser will pay the sum of $1,125,000 in consideration
of the Debtor's conveyance of its interests in the Property free
and clear of all liens and encumbrances;
b. The Purchaser, as landlord, will leaseback the Property to
the Debtor, as tenant, for a seven-year term subject to the terms
of an agreed upon "Triple Net Lease";
c. The proposed sale for "all cash" and is not subject to any
mortgage contingency;
d. The proposed sale is not subject to any conditions other than
good and marketable title;
e. The Property is being sold "As Is";
f. The Purchaser has remitted a good faith deposit in the amount
of $112,500 which is currently being held in escrow by the Debtor's
counsel and will be applied to the amounts payable at closing; and
g. A brokerage commission equal to 5% of the purchase price,
i.e., $56,250, is proposed to be paid by the Debtor in connection
with the sale.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/213_Bond_50_Sales.pdf
The Purchaser's $1,125,000 offer for the Property remains subject
to any higher or better offers. As such, simultaneously with its
filing of the Motion, the Debtor is filing a separate Bid
Procedures Motion with the Court asking the entry of an Order
establishing bidding and noticing procedures, and scheduling
auction and hearing dates, in connection with the Debtor's proposed
sale of the Property.
The Debtor believes that the proceeds of the sale of the Property
under the Contract will be sufficient to satisfy all of its pre and
post-Petition Date obligations as provided for under the Plan.
Accordingly, the Debtor believes that the Purchaser's offer for the
Property is fair and reasonable and that approval thereof would be
appropriate under the circumstances. Other than the Debtor and the
Purchaser, no other individuals or entities stand to benefit from
the proposed sale. Thus, the Debtor avers that the proposed sale
of the Property to the Purchaser is at arms-length. Accordingly,
the Debtor asks the Court to approve the relief sought.
The Purchaser is represented by:
Jeffrey Zwick, Esq.
JEFFREY ZWICK & ASSOCIATES, P.C.
266 Broadway, Suite 403
Brooklyn, NY 11211
Telephone: (718) 513-2050 ext. 123
E-mail: Jeffrey@jzlegal.com
Counsel for the Debtor:
Douglas J. Pick, Esq.
Eric C. Zabicki, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue, Suite 1200
New York, NY 10017
Telephone: (212) 695-6000
Facsimile: (212) 695-6007
E-mail: dpick@picklaw.net
About 213 Bond Street Inc.
213 Bond Street Inc. owns 213 Bond St, a commercial located at
213 Bond St, Brooklyn, NY 11217, in the area is commonly known as
Gowanus. 213 Bond Street Inc filed a voluntary petition for
relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
16-45132) on November 15, 2016, listing under $1 million in both
assets and liabilities.
Lawrence Morrison, Esq., at Morrison Tenenbaum PLLC, serves as
counsel to the Debtor. Gotham Business Consultants Ltd. is the
Debtor's accountant.
The primary impetus for the Debtor's chapter 11 filing was a
pending foreclosure action commenced by JP Morgan Chase Bank N.A.
on the property located at 213 Bond Street, Brooklyn, New York.
On January 20, 2017, the Debtor filed a Chapter 11 plan of
reorganization, which will be funded from the proceeds generated
from the sale of its property in Brooklyn, New York. The plan
proposes to pay in full general unsecured claims estimated to
total
approximately $6,500.
2820 MT. EPHRAIM: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 2820 Mt. Ephraim Avenue, LLC
459 Route 38 W
Maple Shade, NJ 08052
Business Description: The Debtor listed its business as a single
asset real estate (as defined in 11 U.S.C.
Section 101(51B)). It previously filed a
Chapter 11 bankruptcy petition on Feb. 18,
2016 (Bankr. D.N.J. Case No. 16-12901).
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-23309
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Judge: Hon. Andrew B. Altenburg Jr.
Debtor's Counsel: Mark S Cherry, Esq.
LAW OFFICE OF MARK S CHERRY
385 Kings Highway North
Cherry Hill, NJ 08034
Tel: (856) 667-1234
Fax: (856) 667-8666
E-mail: mc@markcherrylaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Calzaretto, member.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the bankruptcy petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb17-23309.pdf
5 STAR WASHER: Has Access to Cash Collateral Through Sept. 30
-------------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York has authorized Stacy F. Spears and
Becki L. Spears and 5 Star Washer Technical Services Inc. to
continue using cash collateral through Sept. 30, 2017.
A further hearing on the Debtors' continued use of cash collateral
beyond Sept. 30, 2017, will be held on Sept. 20, 2017, at 10:00
a.m.
The counsel for the Debtors advised the Court that the Debtors'
efforts to pursue those asset sales contemplated by the Debtors'
Chapter 11 plan are continuing, however, additional time is needed
to complete those efforts.
A copy of the Interim Order is available at:
http://bankrupt.com/misc/nywb13-10738-539.pdf
About 5 Star Washer
5 Star Washer Technical Services Inc., successor-in-interest to 5
Star Washer Service Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-10738) on March 22, 2013. The petition was
signed by Becki L. Spears, president. The Debtor estimated assets
at
$1,000,001 to $10,000,000 and liabilities at $500,001 to
$1,000,000.
The case is assigned to Judge Michael J. Kaplan. The Debtor is
represented by Daniel F. Brown, Esq. at Andreozzi, Bluestein,
Fickess, Muhlbauer Weber, Brown, LLP.
761 DEKALB AVENUE: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: 761 Dekalb Avenue Properties, LLC
363 Quincy Street
Brooklyn, NY 11216
Case No.: 17-43401
Business Description: The Debtor's principal assets are located
at 761 Dekalb Avenue Brooklyn, NY 11216.
Chapter 11 Petition Date: June 29, 2017
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Norma E Ortiz, Esq.
ORTIZ & ORTIZ LLP
32-72 Steinway Street, Suite 402
Astoria, NY 11103
Tel: (718) 522-1117
Fax: (718) 596-1302
E-mail: email@ortizandortiz.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Sadio Diallo, managing member.
The Debtor's list of five unsecured creditors is available for free
at:
http://bankrupt.com/misc/nyeb17-43401.pdf
7614 FOURTH REAL ESTATE: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: 7614 Fourth Real Estate Development LLC
6001 4th Avenue
Brooklyn, NY 11220
Business Description: The Debtor listed its business as
a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). It is a 50%
interest holder in a real property composed
of a parcel of land located at 7614 4th
Avenue Brooklyn, New York with a current
value of $10 million.
The Debtor is an affiliate of 7614 Fourth
Real Estate Development, LLC, which filed
for Chapter 11 protection on April 6, 2017
(Bankr. E.D.N.Y. Case No. 17-41671).
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-43389
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Kamilla Mishiyeva, Esq.
MISHIYEVA LAW, PLLC
85 Broad Street, 18th Floor
New York, NY 10004
Tel: 646 736-6328
Fax: 646-736-5142
E-mail: kamilla@mishiyevalaw.com
Total Assets: $10 million
Total Liabilities: $250,000
The petition was signed by Mousa Khalil, member/president.
The Debtor's list of 20 largest unsecured creditor has a single
entry: Madison Acquisition Group, with an unsecured claim estimated
at $0.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-43389.pdf
8100 VETERANS: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: 8100 Veterans SNS, LLC
8100 Veterans Highway
Millersville, MD 21108
Business Description: The Debtor listed its business as a
single asset real estate (as defined in 11
U.S.C. Section 101(51B)). It owns a fee
simple interest in a property located at
8100 Veterans Highway, Millersville MD
valued at $4 million.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-18846
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. David E. Rice
Debtor's Counsel: David W. Cohen, Esq.
LAW OFFICE OF DAVID W. COHEN
1 N. Charles St., Ste. 350
Baltimore, MD 21201
Tel: (410) 837-6340
E-mail: dwcohen79@jhu.edu
Total Assets: $4.85 million
Total Liabilities: $3.43 million
The petition was signed by Khalil Ahmad, member.
The Debtor's list of 20 largest unsecured creditors has a single
entry: Meir Duke, holding an unsecured claim estimated by the
Debtor at $0.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mdb17-18846.pdf
A.M. CASTLE: Has Interim Nod to Use Cash Collateral
---------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware has granted A.M. Castle & Co., et al.,
permission to use cash collateral from the Petition Date through
the date which is the earliest to occur of (i) the expiration of
the remedies notice period, (ii) the date that is 45 days from the
Petition Date if the Court has not entered the final court order on
or before that date, and (iii) the date that is six months after
the Petition Date.
A final hearing to consider the use of cash collateral will be held
on July 7, 2017, at 10:00 a.m. prevailing Eastern Time. Objections
to the cash collateral use must be filed by June 30, 2017, at 4:00
p.m., prevailing Eastern Time.
As reported by the Troubled Company Reporter on June 22, 2017, the
Debtors sought court permission to use cash collateral of (i)
Cantor Fitzgerald Securities, as administrative and collateral
agent or first lien agent, and (ii) U.S. Bank National Association,
as indenture trustee and collateral agent or second lien trustee
and as third lien trustee.
The Debtors may use the cash collateral to: (i) finance their
working capital needs and for any other general corporate purposes;
and (ii) pay related transaction costs, fees, liabilities and
expenses and other administration costs incurred in connection with
and for the benefit of the cases, in each case solely to the extent
consistent with the budget for the period June 23, 2017, until
Sept. 1, 2017.
As adequate protection, the Prepetition Secured Creditors are
granted:
(a) additional and replacement continuing, valid, binding,
enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on all of
each Debtor's assets;
(b) superpriority administrative expense claim;
(c) payment of fees and expenses of the (i) First Lien Agent,
(ii) Ducera Partners LLC, as financial advisor to certain
consenting creditors, (iii) Paul, Weiss, Rifkind, Wharton
& Garrison LLP and Young Conaway Stargatt & Taylor, LLP,
as counsel to the ad hoc lender committee, (iv) Shipman &
Goodwin LLP, as counsel to the first lien agent, and
local counsel retained by the first lien agent, (v)
Goodwin Procter LLP and Pepper Hamilton LLP, as counsel
to SGF, Inc., in an aggregate amount, inclusive of all
amounts payable pursuant to the restructuring support
agreement and commitment agreement, not to exceed
$125,000, and (vi) any reasonably necessary specialist
counsel to the ad hoc lender committee expressly approved
in writing by the Debtors, which approval will not be
unreasonably withheld; and
(d) monthly adequate protection payments to the First Lien
Agent.
The First Lien Agent will have the right to credit bid in
connection with a sale of the Debtors' assets without the need for
further court order.
A copy of the Interim Order is available at:
http://bankrupt.com/misc/deb17-11330-71.pdf
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.
AA HOLDINGS-WINSTON-SALEM: Case Summary & 4 Unsecured Creditors
---------------------------------------------------------------
Debtor: AA Holdings-Winston-Salem, LLC
5615 Closeburn Rd.
Charlotte, NC 28210
Business Description: The Debtor owns a fee simple interest in a
real property located at 2900 Reynold Park
Driver, Winston Salem, NC 27107 valued at
$2.25 million.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-31083
Court: United States Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: Hon. Laura T. Beyer
Debtor's Counsel: John C. Woodman, Esq.
SODOMA LAW, P.C.
211 East Blvd.
Charlotte, NC 28203
Tel: 704-442-0000
Fax: 704-494-7940
E-mail: jwoodman@sodomalaw.com
Total Assets: $3.20 million
Total Liabilities: $5.10 million
The petition was signed by David T. DuFault, manager.
The Debtor's list of four unsecured creditors is available for free
at:
http://bankrupt.com/misc/ncwb17-31083.pdf
ACORN PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Acorn Properties, Inc.
15 Williamsburg Avenue
Thomasville, GA 31757
Categories: Real estate consultants, real estate buyer brokers,
real estate agents, real estate developers
Chapter 11 Petition Date: June 30, 2017
Case No.: 17-70661
Court: United States Bankruptcy Court
Middle District of Georgia (Valdosta)
Debtor's Counsel: Ronald B. Warren, Esq.
WHITEHURST BLACKBURN & WARREN
809 South Broad Street
Thomasville, GA 31792
Tel: 229-226-2161
Fax: 229-228-9014
E-mail: bankruptcy@wbwk.com
Total Assets: $1.78 million
Total Liabilities: $1.36 million
The petition was signed by Edward K. Weckwert, Jr., officer.
The Debtor did not fill up the required list of creditors who have
the 20 largest unsecured claims and are not insiders. The Debtor
indicated that it doesn't have any non-insider unsecured
creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/gamb17-70661.pdf
ADVANCED ANESTHESIOLOGY: Case Summary & Top Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Advanced Anesthesiology Associates LLC
1050 Key Parkway, Suite 103
Frederick, MD 21702
Business Description: The Debtors collectively operate a medical
practice specializing in pain management in
Frederick, Maryland and in Waldorf,
Maryland.
On March 16, 2017, Advanced Pain Management
Services, LLC filed a voluntary petition
for relief under Chapter 11 of the
Bankruptcy Code, and, pursuant to Sections
1107 and 1108 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Western
District of Kentucky. On May 1, 2017, the
APMS case was transferred to the District
of Maryland. On May 11, 2017, the Court
entered an Order Approving the Appointment
of Alan M. Grochal as Chapter 11 trustee.
The Debtors seek entry of an order pursuant
to Bankruptcy Rule 1015(b), authorizing the
joint administration, for procedural
purposes only, with the case number 17-
16047 assigned to Advanced Pain Management
Services, LLC serving as the lead case.
Chapter 11 Petition Date: June 29, 2017
Affiliated debtors that simultaneously filed Chapter 11 petitions:
Debtor Case No.
------ --------
Advanced Anesthesiology Associates LLC 17-18849
Advanced Pain Surgery Center, LLC 17-18850
American Spine Surgery Center LLC 17-18851
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Thomas J. Catliota (17-18849 and 17-18851)
Hon. Lori S. Simpson (17-18850)
Debtors' Counsel: Gary R. Greenblatt, Esq.
MEHLMAN, GREENBLATT & HARE, LLC
723 South Charles Street, Suite LL3
Baltimore, MD 21230
Tel: (410) 547-0300
Fax: (410)547-7474
E-mail: grgreen@mehl-green.com
Scheduled Scheduled
Assets Liabilities
---------- -----------
Advanced Anesthesiology $134,791 $1,740,000
Advanced Pain Surgery $150,000 $1,710,000
American Spine Surgery $166,000 $1,780,000
The petitions were signed by Khalid Kahloon, chief executive
officer.
Advanced Anesthesiology's list of eight unsecured creditors is
available for free at:
http://bankrupt.com/misc/mdb17-18849.pdf
Advanced Pain Surgery's list of 11 unsecured creditors is available
for free at:
http://bankrupt.com/misc/mdb17-18850.pdf
American Spine Surgery's list of two unsecured creditors is
available for free at:
http://bankrupt.com/misc/mdb17-18851.pdf
ADVANCED SOLIDS: Sale of Equipment to Portable Mud for $107K Okayed
-------------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's sale of
equipment to Portable Mud Systems, Inc., for $106,500.
The sale is free and clear of all liens, claims and encumbrances.
A copy of the list of equipment to be sold attached to the Order is
available for free at:
http://bankrupt.com/misc/Advanced_Solids_133_Order.pdf
The proceeds from the sale of the 2011 2500 Chevrolet Silverado
Truck (Vin # xxxxxxxxx2484) will be used by the Debtor in its
reorganization efforts/payment of creditors of the Estate.
All additional sale proceeds are to be paid to WTF Rentals, LLC as
a partial payment on WTF's secured claim.
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.
AGENT PROVOCATEUR: Sale of All Assets for $1.1 Million Approved
---------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York authorized the private sale by Agent
Provocateur, Inc., and Agent Provocateur, LLC of substantially all
of their assets to Agent Provocateur International (US), LLC, for
$1,100,000, subject to adjustments.
A hearing on the Motion was conducted on June 13, 2017.
The sale is free and clear of all Liens.
Subject to and upon the Closing, the Debtors are authorized to
assume and assign the Assumed Contracts to the Buyer free and clear
of all Liens.
Payment of the Cure Costs in the amounts specified in the Contract
and Cure Schedule served upon the counterparties to the Assumed
Contracts, or as may be agreed to by the parties to Assumed
Contracts in separate written agreements executed by the Buyer and
the respective counterparties to such Assumed Contracts, or as
otherwise provided in an order of the Court, will be in full
satisfaction and cure of any and all defaults under the Assumed
Contracts, whether monetary or non-monetary.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d) or any applicable provisions of the Local Rules, the Sale
Order will not be stayed after the entry hereof, but will be
effective and enforceable immediately upon entry, and the 14-day
stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly
waived and will not apply.
Within five business days of the occurrence of the Closing Date,
(i) Agent Provocateur, Inc. will be authorized to change its
corporate name to AP Liquidation, Inc.; (ii) Agent Provocateur, LLC
will be authorized to change its company name to AP Liquidation,
LLC; (iii) any authorized officer of the Debtors will be authorized
to execute any appropriate charter amendments or other documents
required to effect such change without further director or
stockholder action; and (iv) the Debtors will submit an order under
certification to amend the caption accordingly.
About Agent Provocateur
Agent Provocateur, Inc., based in New York, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on
April 11, 2017. The Debtors operate retail shops in New York and
other areas of the country selling women's lingerie.
The Hon. Michael E. Wiles presides over the case. William H.
Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities.
William K. Harrington, U.S. Trustee for the Southern District of
New York, on May 4 appointed three creditors of Agent Provocateur,
Inc., et al., to serve on the official committee of unsecured
creditors. Fox Rothschild LLP serves as the Committee's counsel.
U.S. Trustee William K. Harrington appointed Warren E. Agin as the
consumer privacy ombudsman for Agent Provocateur, Inc.
AHP HOME: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of AHP Home Health Care, Inc., as
of June 27, 2017, according to a court docket.
About AHP Home Health Care, Inc.
Headquartered in Jacksonville, Florida, AHP Home Health Care, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 17-01644) on May 5, 2017, listing under $1 million in both
assets and liabilities. Judge Paul M. Glenn presides over the case.
Bryan K. Mickler, Esq., serves as the Debtor's bankruptcy counsel.
ALIANZA TRINITY: Wants Sept. 27 Deadline For Exclusive Plan Filing
------------------------------------------------------------------
Alianza Trinity Development Group, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Florida to extend the period
during which the Debtor may exclusively file a Chapter 11 plan for
65 days, from July 24, 2017, to Sept. 27, 2017, and extend the
period during which the Debtor may exclusively solicit acceptances
of its plan for 65 days, from Sept. 22, 2017, to Dec. 1, 2017.
The Debtor requests that the Court hold a hearing on July 19, 2017,
at 11:00 a.m.
The Debtor submits that, after a postponement of a sale process due
to allegations contained in seal filings by the Official Committee
of Unsecured Creditors pertaining to a prior and undisclosed
business relationship between Land Advisors and the Debtor's
secured creditor, Lantern Business Credit, LLC, this case is back
on track towards a Section 363(f) sale of the Debtor's real and
personal property, with a proposed bid submission deadline of Aug.
31, 2017, and an auction anticipated by Sept. 8. Once the Debtor's
real and personal property is sold, the Debtor will consult with
the Committee to determine if a Chapter 11 plan should be filed
and, if so, the Debtor will require time to draft the plan and
solicit acceptances.
In accordance with a sale process and time table that was
originally agreed to by Lantern, the Committee and the Debtor's
court-approved broker, the Debtor, through Land Advisors, has been
marketing all of its real and personal property for sale under
U.S.C. Section 363(f), free and clear of all interests, liens,
claims and encumbrances, with all interests, liens, claims and
encumbrances to attach to the proceeds of the sale, for the benefit
of creditors and other parties-in-interest. On March 3, 2017, the
Court entered an order granting in part the Debtor's motion to
approve sale procedures and identification of stalking horse
bidder. Ultimately, no stalking horse bidder was identified by
March 30 deadline. Lantern filed a motion seeking authority to
credit bid which the Committee objected to, and the Court denied
Lantern's motion to credit bid after a hearing upon notice.
On June 27, 2017, the Debtor filed a sale motion, seeking approval
of bidding procedures for the sale of its property, including
assumption and assignment of contracts and leases and the
scheduling of an auction of Sept. 8, 2017, and hearing to approve
the successful bidder at the auction on that same day. The Court
has scheduled the hearing on the sale motion for July 19 and also
set a hearing for Sept. 8 to consider approval of the successful
bidder at the auction.
Currently, the Plan Filing Deadline of July 24, 2017, will expire
prior to the deadline for submission of bids on Aug. 31, and a sale
of the Debtor's property should be closed in September 2017, right
around the same date that the Plan Solicitation Deadline expires on
Sept. 22. Accordingly, the Debtor says the Court should exercise
its discretion to grant the requested extensions so as to prevent
the filing of a competing plan while the Debtor continues to work
closely and cooperatively with its creditor body to achieve a
Section 363(f) sale of its property and close the sale with the
successful bidder, which will benefit creditors and interests
parties.
About Alianza Trinity Development Group
Alianza Trinity Development Group, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-24483) on Oct. 27, 2016, and is
represented by Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider + Grossman LLP, in Miami, Florida. At the time of
filing, the Debtor had estimated assets and liabilities of $10
million to $50 million. The petition was signed by Omar Botero,
manager and CEO of Alianza Holdings, LLC, as managing member of
Alianza Trinity Development Group, LLC.
The Office of the U.S. Trustee appointed a three-member committee
of unsecured creditors in the Debtor's case on Dec. 2, 2016. The
Committee retained Berger Singerman LLP as counsel.
ALLANA BARONI: Bid to Exclude Miller Testimony Partly Granted
-------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California, San Fernando Valley Division, granted in
part and denied in part Nationstar Mortgage, LLC's motion to
exclude the expert testimony of Meredith Dekalb Miller as
irrelevant.
On Dec. 5, 2014, the Court entered summary judgment in favor of
Nationstar on all causes of action asserted by Allana Baroni in her
First Amended Complaint ("FAC"). Baroni timely appealed from that
judgment. On Nov. 10, 2015, the Bankruptcy Appellate Panel for the
Ninth Circuit ("BAP") issued its Memordanum affirming in part,
reversing in part, and remanding the matter for further
proceedings.
In assessing the central question presented by this proceeding, the
BAP found a genuine issue of material fact precluding summary
judgment because Nationstar had presented the Court with copies of
the promissory note with what appeared to be different endorsement
pages.
On June 24, 2016, after carefully reviewing the Memorandum and
considering the written submissions and oral arguments of the
parties, the Court entered its Order [1] Re Scope of Issues on
Remand; and [2] Setting Status Conference ("Post-Remand Order").
At the status conference held Dec. 16, 2016, the Court proposed and
the parties agreed on certain dates and deadlines. Among other
things, the parties agreed and the Court ordered (i) Baroni to
identify her expert witnesses by Feb. 15, 2017, (ii) Nationstar to
identify its expert witnesses by March 1, 2017, and (iii) any party
identifying an expert witness to submit its expert report by March
1, 2017. The parties also agreed that expert witnesses would be
deposed by April 30, 2017.
On Feb. 15, 2017, Baroni filed her Designation of Experts
identifying Miller as an expert witness to be used at trial.
Baroni's pleading stated that Miller is expected to testify in
connection with the authenticity and characteristics of the
promissory notes including indorsements thereto, and deed of trust
documents, which were filed in the case, and produced to the
Plaintiff.
On April 2, 2017, Baroni filed and served on Nationstar Plaintiff's
Expert Report of Meredith Dekalb Miller which is comprised of two
parts: (i) an original report dated Aug. 17, 2011 and (ii) an
addendum dated March 31, 2017.
On May 3, 2017, Nationstar filed and served the Motion In Limine.
On May 12, 2017, Baroni filed her opposition to the Motion in
Limine. On May 19, 2017, Nationstar filed its reply in support of
the Motion in Limine. The Court held a hearing on the Motion In
Limine on May 26, 2017.
Pursuant to the Motion In Limine, Nationstar seeks to exclude the
expert testimony of Miller at the trial in this adversary
proceeding, which presently is scheduled for Oct. 16, 2017. Miller
was identified as a potential expert witness by Baroni. Nationstar
argues that Miller's anticipated testimony is irrelevant to the
issues at trial. In particular, Nationstar complains that Miller
should not be permitted to testify regarding the differences
between copies of a certain promissory note, or as to whether the
signatures of James J. Baroni (Baroni's husband) on certain
documents are genuine.
Although Nationstar is free to argue at trial that the probative
value of Miller's opinions in the Original Report has its limits,
the Court cannot conclude that it is irrelevant to the issues
before the Court on remand. Accordingly, the Motion in Limine is
denied to the extent it seeks to exclude Miller's testimony
regarding the opinions she expresses in the Original Report.
The Court's summary adjudication of the authenticity of Mr.
Baroni's signature to the promissory note has already been
challenged on appeal by Baroni and upheld by the BAP. Baroni v.
Nationstar Mortg., LLC (In re Baroni). At this point, the Court
and the parties are bound by the mandate of the BAP's ruling.
Accordingly, the Motion in Limine is granted with respect to any
testimony by Miller challenging the authenticity of Mr. Baroni's
signature to the promissory note.
To the extent Baroni seeks to challenge the authenticity of Mr.
Baroni's signature to the promissory note, or to argue that there
are multiple promissory notes, the BAP specifically upheld summary
adjudication of those issues and the parties are bound by the
mandate of the BAP. Accordingly, the Motion In Limine is granted
with respect to any testimony by Miller challenging the
authenticity of Mr. Baroni's signature to the uniform loan
application that is the subject of the Addendum to the Miller
report.
Finally, the Court said that Baroni has not filed a motion seeking
leave from the requirements of Rule 43 or demonstrated that the
standards applicable to the exception have been satisfied. To the
extent Baroni's discussion of this issue in her Opposition or at
the hearing is construed as a request for waiver of the
requirements of Rule 43, it is denied without prejudice.
A full-text copy of the Court's June 22, 2017 order is available at
https://is.gd/jduo4S from Leagle.com.
The adversary proceeding is ALLANA BARONI, Plaintiff, v. NATIONSTAR
MORTGAGE, LLC, Defendant, Adv. Proc. No. 1:13-ap-01069-MB (C.D.
Cal.).
The bankruptcy case is In re: ALLANA BARONI, Chapter 11,
Reorganized Debtor, CASE NO. 1:12-BK-10986-MB (Bankr. C.D. Cal.).
Allana Baroni, Plaintiff, represented by Richard L. Antognini --
rlalawyer@yahoo.com -- Michael S. Riley -- jriley@thezenith.com.
NATIONSTAR MORTGAGE LLC, Defendant, represented by Adam N. Barasch
-- anb@severson.com -- Bernard J. Kornberg, Severson & Werson PC.
ALMA ENERGY: Exchange Agreement Assigned to Noble Energy
--------------------------------------------------------
The Supreme Court of Texas affirmed the court of appeals' decision
ruling that under the terms of a bankruptcy court order confirming
a plan of reorganization and an agreement for sale of Alma Energy
Corp.'s assets, Noble Energy, Inc., was assigned an undisclosed
contractual indemnity obligation of the Debtor.
ConocoPhillips Company and Alma swapped oil and gas interests in
1994 under an Exchange Agreement in which each accepted
responsibility and indemnified the other for any environmental
claims related to the properties received, no matter who caused the
injury or when, whether before the swap or after. The agreement
provided that the mutual indemnities would "survive . . . the
transfer of the Assets."
In 1999, Alma filed for protection under Chapter 11 of the
Bankruptcy Code. Conoco was a party to the bankruptcy proceeding.
After a court-approved auction in 2000, Noble and Alma entered into
the APA or asset purchase and sale agreement. Noble agreed to buy
"[t]he oil and gas leases, mineral interests, and other significant
Assets, “which included the properties Alma had received from
Conoco under the Exchange Agreement.
After analyzing the facts of the case, the Court finds that the
mutual indemnity obligations under the Exchange Agreement were in
no sense minor or unrelated to the property swap. The indemnities
were an important factor in the value of the properties
transferred. With substantial performance, "the defects in
performance do not prevent the parties from accomplishing the
purpose of the contract."38 The stated purpose of the Exchange
Agreement was to transfer responsibility for the swapped parties as
well as title. Any failure to perform the mutual indemnity
obligations would deny the indemnitee the benefit of its bargain.
When Alma filed for bankruptcy, the performance it owed Conoco
under the Exchange Agreement was a liability, and the performance
Conoco owed it was an asset. We agree with the court of appeals
that the Exchange Agreement was an executory contract.
As for whether Alma assumed the Exchange Agreement and assigned it
to Noble, the APA is less than perfectly clear. Noble agreed to buy
Alma's assets and the Exchange Agreement was certainly associated
with assets Noble bought. Conoco's assignment of leases to Alma was
expressly subject to the Exchange Agreement and set out its
indemnity provisions in detail. The Exchange Agreement was thus
among the interests Noble purchased.
Noble complains that the Exchange Agreement was not listed in
Alma's disclosures or mentioned in any way in the bankruptcy
proceeding and asserts that it was unaware of the agreement before
closing on the APA. TheCourt noted that the Exchange Agreement was
specifically referenced in Conoco's assignment to Alma of some of
the interests Noble acquired, and that the assignment was expressly
subject to the Exchange Agreement. Thus, Noble had at least
constructive notice of the Exchange Agreement.
Noble also complains that Conoco was a party to the bankruptcy
proceeding and could have disclosed the Exchange Agreement but
never did. Noble argued that full disclosure in bankruptcy
proceedings is essential, and that if a buyer of a debtor's assets
risks being saddled with undisclosed liabilities, asset sales,
important in estate reorganizations, will be less attractive. While
the Court takes Noble's point, the issue is not whether the
bankruptcy proceedings were conducted as they should have been. The
Court decides what the APA, the Plan, and the Order mean, and
whether they are effective under Section 365.
The dissent argues that the decision is "manifestly inequitable."
The Court disagrees. Noble knew from the plain terms of the APA,
the Plan, and the Order that it could be assigned executory
contracts not specifically listed. It had at least constructive
knowledge of the Exchange Agreement in its own chain of title.
Years after the bankruptcy proceeding was over, it repeatedly
honored the indemnity obligation imposed by the agreement. And had
Noble needed indemnification from Conoco, no doubt it would have
sought the benefits promised it by the Exchange Agreement.
The Court, thus, concludes that by the APA, the Plan, and the
Order, the Exchange Agreement was assumed by Alma and assigned to
Noble.
The appeals case is NOBLE ENERGY, INC., Petitioner, v.
CONOCOPHILLIPS COMPANY, Respondent, No. 15-0502 (S.C. Tex.).
A full-text copy of the Supreme Court of Texas' Decision is
available at https://is.gd/X4VrHH from Leagle.com.
Joshua W. Wolfshohl --wolfshohl@porterhedges.com-- for Plains All
American Pipeline, L.P., Amicus Curiae.
Leif M. Clark, for ExxonMobil Corporation, Amicus Curiae.
Lara Pringle, Joshua Alexander Norris --jnorris@joneswalker.com--
Richard Warren Mithoff --rmithoff@mithofflaw.com-- Thomas R.
Phillips --tom.phillips@bakerbotts.com-- Benjamin A. Geslison
--ben.geslison@bakerbotts.com-- Macey Reasoner Stokes
--macey.stokes@bakerbotts.com-- Sherie Potts Beckman
--sbeckman@mithofflaw.com-- Omar Jesus Alaniz
--omar.alaniz@bakerbotts.com-- for ConocoPhillips Company,
Respondent.
Christine R. Raborn --christine.raborn@roystonlaw.com-- for Citgo
Petroleum Corporation, Amicus Curiae.
Foster Calhoun Johnson, Wanda McKee Fowler
--fowler@wrightclose.com-- John Zavitsanos --
jzavitsanos@azalaw.com-- Thomas C. Wright
--wright@wrightclose.com-- Raffi O. Melkonian, Deborah G.
Hankinson --dhankinson@hankinsonlaw.com-- Jane Langdell Robinson
--jrobinson@azalaw.com-- Elizabeth H. Rivers
--rivers@wrightclose.com-- for Noble Energy, Inc., Petitioner.
Leif M. Clark, for Chevron USA, Inc., Amicus Curiae.
About Alma Energy
Alma Energy Corp. filed for protection under Chapter 11 of the
Bankruptcy Code in 1999.
APOLLO COMPANIES: Hires Grimm as Special Litigation Counsel
-----------------------------------------------------------
Apollo Companies, Inc., d/b/a Apollo Office Systems, LLC, seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Eric C. Grimm, PLLC, as special litigation
counsel to the Debtor.
Apollo Companies requires Grimm to:
a. assist the Debtor in analyzing, or prosecuting claims owned
by the Estate against third parties;
b. prepare and file such pleadings as are necessary to pursue
the Estate's claims against third parties;
c. conduct appropriate examinations of witnesses, claimants
and other parties in interest in connection with such
litigation;
d. represent the Debtor in any adversary proceedings and other
proceedings before the Bankruptcy Court and in any other
judicial or administrative proceeding in which the claims
described may be affected;
e. collect any judgment that may be entered in the
contemplated litigation;
f. handle any appeals that may result from the contemplated
litigation;
g. perform any other legal services that may be appropriate in
connection with the prosecution of the litigation described
above.
Grimm will be paid as follows:
a. In any case in which a Demand Letter has been sent, and the
30 days has elapsed, Grimm will seek to collect the full
amount of the account plus an additional attorney fee equal
to 40% of the amount due on the account.
b. In the event a collection case goes to trial, Grimm will
seek to recover from the opposing party, in addition to the
full amount due on the account, attorney fees equal to the
hourly rate of Grimm, $400.00 per hour or equal to 40% of
the amount due on the account, whichever is greater.
c. In the event that attorney fees under Sections 38.001 and
38.002 are determined by a court of competent jurisdiciton,
the attorney fees as determined by a court will be paid to
Grimm, and aside from out-of pocket expenses like filing
fees, duplication and postage, for which Grimm shall be
reimbursed, the Estate shall receive more than the sixty
percent (60%) share of the proceeds of the otherwise
uncollected receivable that the Estate otherwise would
receive under a flat, unmodified, contingent fee
arrangement.
d. In the event of a settlement, rather than a judgment
against an opponent, the out-of-pocket expenses shall be
paid first to Grimm, Grimm shall receive 40% of the net
recovery, and the Estate shall receive 60% of the net
recovery.
e. Pre-petition, Grimm did some limited work on a hourly
basis, analyzing past due accounts for collection purposes,
investigating the viability of collection claims,
contacting prospective collection defendants, sending
Demand Letters in order to get the 30-day clock running,
and performing other tasks. The pre-petition fees already
paid to Grimm for collection-related work totals $4,000 for
over 15 hours of work.
f. Additionally, the Estate may receive from Grimm a post-
petition discount equal to up to one hundred percent (100%)
of the pre-petition fees already paid to Grimm, or
$4,000.00. When money is received and collected pursuant to
any settlement or judgment contemplated in this Agreement,
and divided between Grimm and the Estate, then to the
extent the credit specified in this paragraph has not been
exhausted, Grimm's fee shall be reduced by an amount equal
to no more than the remaining unexhausted discount amount,
and for that particular judgment or settlement, an amount
no grater than 50% of what would ordinarily be paid to
Grimm absent the negotiated post-petition discount.
g. In the event that Grimm is requested to provide services
that are not suitable for a contingent fee arrangement, for
instance, matters other than collections, Grimm shall
record its time in 1/10 of an hour increments, an shall
bill the Estate at a rate of $400 per hour. Expenses shall
be reimbursed at the Grimm's original cost, without markup.
Eric Grimm, partner of Eric C. Grimm, 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.
Grimm can be reached at:
Eric Grimm, Esq.
ERIC C. GRIMM, PLLC
1017 West South Street
Alvin, TX 77511
Tel: (737) 717-4900
Fax: (888) 502-1291
About Apollo Companies, Inc.
Headquartered in Alvin, Texas, Apollo Office Systems, LLC --
http://www.apolloofficesystems.com-- is a growing company that
sells and services all brands of copiers, printers, scanners,
faxes, wide format laser printers and any other type of office
machine. The Debtor is an authorized Xerox Channel Partner. It also
sells Canon, Kyocera-Mita/Copystar, Konica-Minolta, Oce, Okidata,
HP, Brother, Samsung, Ricoh, GEI, Fujitsu, etc. AOS is a family
owned and has been in the business for over twenty-five years.
Apollo Companies Inc. dba Apollo Office Systems LLC, dba Southwest
Office Systems, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 17-80148) on May 5, 2017, estimating its assets
at between $500,000 and $1 million and liabilities at between $1
million and $10 million. The petition was signed by Jeffrey Foley,
director.
Judge Marvin Isgur presides over the case.
William L Bennett, Esq., at the Law Office of William L. Bennett
serves as the Debtor's bankruptcy counsel.
APTOS (CAYMAN): S&P Lowers CCR to 'B-' on Revenue Pressure
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Atlanta-based Aptos (Cayman) LP to 'B-' from 'B'. The outlook is
stable. At the same time, S&P lowered its issue-level rating on the
company's $225 million first-lien term loan to 'B-' from 'B'. The
recovery rating remains '3', indicating S&P's expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in
the event of a payment default.
The 'B-' corporate credit rating reflects S&P's view of Aptos's
adjusted leverage near the low 7x area, pro forma for the BTE
acquisition completed in September 2016. S&P further expects that
leverage will remain near the 7x area through fiscal 2017 in
contrast to its prior expectation for the low-5x area. The
integration of BTE, an exclusive reseller of Aptos's products in
the U.K., is mostly complete, but this business has underperformed
our expectations due to foreign currency pressures resulting from
Brexit and increased concentration in BTE's lower-margin hardware
businesses. On a consolidated basis, Aptos has experienced
significant margin contraction due to the integration of the
lower-margin BTE business and a substantially higher mix of
lower-margin hardware equipment revenue. Although S&P acknowledges
retail conditions are increasingly challenging, Aptos's ability to
provide software facilitating the transition to omni-channel
retailing should lead to modest revenue growth over the next 12
months.
The stable outlook reflects S&P's expectation that Aptos will
achieve modest top-line and EBITDA growth over the next 12 months,
while maintaining positive free cash flow generation and adequate
liquidity.
S&P could lower the rating on Aptos if disruptions to the business
or macro pressures lead to declines in customer renewal rates, such
that the company experiences revenue declines and/or generates
negative free operating cash flow on a sustained basis, maintains
inadequate liquidity, or if S&P deems the capital structure
unsustainable over the long term.
Although unlikely over the next 12 months, S&P could raise the
rating on Aptos if the company is able to realize modest synergies
and achieve mid-single-digit organic revenue growth leading to
margin expansion. This would have to be coupled with sustaining
adjusted leverage below 6x in conjunction with free operating cash
flow as a percentage of debt in the mid-single-digit area.
AQUION ENERGY: Needs More Time Closing Sale, File Chapter 11 Plan
-----------------------------------------------------------------
Aquion Energy, Inc. requests the U.S. Bankruptcy Court for the
District of Delaware to extend by approximately 120 days the
exclusive periods for filing a Chapter 11 plan and for obtaining
acceptances of that plan, through November 3, 2017 and January 3,
2018, respectively.
The Debtor claims that less than four months from the Petition
Date, it has already made substantial progress towards achieving
its Chapter 11 goals. Since filing for Chapter 11 relief, the
Debtor relates that it has, among other things:
(1) stabilized the Debtor through the approval of various
crucial first day motions;
(2) promptly completed its schedules of assets and liabilities
and statements of financial affairs, which were filed on April 11,
2017;
(3) sold or abandoned certain assets;
(4) rejected certain burdensome contracts;
(5) selected a stalking horse for the purchase of
substantially all of the Debtor's assets and filed a Sale and
Bidding Procedures Motion; and
(6) held an auction pursuant to the Sale and Bidding
Procedures Motion for the sale of substantially all of its assets
for June 20, 2017, where Juline-Titans LLC was deemed to have
submitted the highest and best offer for the Assets, and Enpower
Energy Corp. Lts. was deemed to be the Back-Up Bidder having
submitted the next highest and best offer for the Assets. The final
sale price was over $9,000,000, which was approximately three times
higher than the stalking horse bid. On June 21, the Bankruptcy
Court entered an order granting the Sale and Bidding Motion.
The Debtor submits that throughout the process, it has worked
closely with the Committee and other significant parties in
interest. However, much still remains to be done and the
exclusivity deadlines are quickly approaching. Absent the requested
extension, the current deadline for which only the Debtor may file
and solicit acceptances to a plan is set to expire on July 6 and
September 5, 2017, respectively.
The Debtor tells the Court that given the success of the sale
process, it expects to move forward with a bar date and plan
process once the sale has closed. However, the Debtor asserts that
its ability to conclude the sale process and continue moving its
plan process forward, as well as obtain consensus from key parties
with respect to the same, would be seriously disrupted if another
party will be permitted to file a plan.
Accordingly, the Debtor seeks an extension of the exclusivity
period as the Debtor believes that maintaining the exclusive right
to file and solicit votes on a chapter 11 plan is critical to
consummating its Chapter 11 strategy. The Debtor contends that
extending the Exclusivity Periods will afford the Debtor and its
stakeholders time to negotiate and confirm a plan, finalize the
transactions contemplated by the plan, and proceed toward
liquidation in an efficient, organized fashion.
A hearing on the Debtor's Motion will be held on July 19, 2017.
Objection deadline is July 12.
About Aquion Energy
Pittsburgh, Pa.-based Aquion Energy Inc. manufactures saltwater
Batteries with a proprietary, environmentally-friendly
electrochemical design. Aquion was founded in 2008 and had its
first commercial product launch in 2014. Designed for stationary
energy storage in pristine environments, island locations, homes,
and businesses, its batteries have been Cradle to Cradle Certified,
an environmental sustainability certification that has never
previously been given to a battery producer.
Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the
petition. The Debtor estimated $10 million to $50 million in
assets and liabilities.
Judge Kevin J. Carey presides over the case.
The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as
chief restructuring officer. The Debtor also engaged Kurtzman
Carson Consultants, LLC, as claims and noticing agent.
The official committee of unsecured creditors formed in the case
has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison
Harvey Branzburg LLP as Delaware co-counsel.
ARBOR PHARMACEUTICALS: S&P Affirms 'BB-' CCR; Outlook Negative
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term corporate credit
rating on Atlanta-based special pharmaceuticals company Arbor
Pharmaceuticals Inc. and revised the outlook to negative from
stable.
In addition, S&P affirmed its 'BB' rating on Arbor's senior secured
debt. The recovery rating is '2', indicating expectations for
substantial (70%-90%; rounded estimate: 70%) recovery in the event
of a payment default.
The negative outlook reflects S&P's view that uncertainty of
Arbor's credit risk has increased following earlier-than-expected
competition to its antibiotic assets, major regulatory setbacks in
its generic business, and higher-than-expected pricing pressure,
which has caused the company to significantly miss S&P's
expectations for 2017. S&P believes Arbor has used most of its
cushion at the current rating, and an additional operational set
back or continued pricing pressure could lead S&P to determine its
credit risk is not comparable to other 'BB-' issuers.
S&P's negative outlook on Arbor reflects S&P's view that revenue
will decline by the high-single-digits and EBTIDA will decline in
the mid-single-digits in 2017 due to generic competition in
antibiotics, portfolio-wide pricing pressure, and generic
regulatory challenges.
S&P believes there is notable uncertainty in its base case that
could lead S&P to believe that the company's credit risk is not
comparable to other 'BB-' rated companies.
S&P could consider a lower rating if Arbor's revenue declines
faster than expected, and S&P do not see stability in future
periods. Arbor could experience earlier-than-expected competition
to its antibiotics assets, continued pricing pressure to the
portfolio, or weaker-than-expected prescribing volumes. In this
scenario, S&P would no longer view Arbor's credit risk as
comparable to other 'BB-' rated companies due to its multiple
drivers of uncertainty.
Alternatively, S&P could lower the rating if the company makes a
debt-funded acquisition even if S&P expects leverage to remain
below 4x, given the additional uncertainty from integration of a
sizable asset. S&P do not expect a smaller acquisition funded with
free cash flow to result in a lower rating, assuming the base
business meets its forecast.
S&P could revise the outlook to stable if the company meets S&P's
expectations for revenue and profitability over the next 12 months,
sees pricing stability, and mostly maintains its current
antibiotics market share. In this scenario, Arbor will continue to
grow prescription volumes and the generic business will be on track
to ramp up operations in 2019.
ARMADA LEASING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Armada Leasing, LLC
400 North St. Paul St., Suite 400
Dallas, TX 75201
Business Description: Armada Leasing, LLC is a Nevada limited
liability company that specializes in
leasing trucks to owner-operators. Trucks
for lease include Freightliner Cascadia
(2014-2016 Model Years), Kenworth T680
(2015-
2016 Model Years), Peterbilt 579 (2014-2016
Model Years), Volvo VNL730 (2015-2016 Model
Years) and Volvo VNL630 (2014 Model Year).
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-32498
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Matthew S. Okin, Esq.
OKIN ADAMS LLP
1113 Vine Street, Ste. 201
Houston, TX 77002
Tel: (713) 228-4100
Fax: (888) 865-2118
E-mail: mokin@oakllp.com
Debtor's
Financial
Advisor: BVA GROUP
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Kirk Crowley, managing member.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the bankruptcy petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb17-32498.pdf
ASPIRITY ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aspirity Energy, LLC
12800 Whitewater Drive, Suite 250
Minnetonka, MN 55343
Business Description: Electric service company
Chapter 11 Petition Date: June 30, 2017
Case No.: 17-41991
Court: United States Bankruptcy Court
District of Minnesota (Minneapolis)
Judge: Hon. Kathleen H Sanberg
Debtor's Counsel: Steven B Nosek, Esq.
STEVEN NOSEK, P.A.
2855 Anthony Ln S, Ste 201
St Anthony, MN 55418
Tel: 612-335-9171
E-mail: snosek@noseklawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Lutz, president and CEO.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb17-41991.pdf
ATLANTA GROTNES: Case Summary & 13 Unsecured Creditors
------------------------------------------------------
Debtor: Atlanta Grotnes Machine Company
305 Selig Drive, SW
Atlanta, GA 30336
Business Description: Atlanta Grotnes is a small business debtor
as defined in 11 U.S.C. Section 101(51D)
and is engaged in the metalworking machinery
manufacturing industry.
Chapter 11 Petition Date: June 30, 2017
Case No.: 17-61383
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Robert J. Williamson, Esq.
SCROGGINS & WILLIAMSON, P.C.
One Riverside, Suite 450
4401 Northside Parkway
Atlanta, GA 30327
Tel: (404) 893-3880
E-mail: rwilliamson@swlawfirm.com
centralstation@swlawfirm.com
Total Assets: $1.21 million as of June 29, 2017
Total Liabilities: $2.23 million as of June 29, 2017
The petition was signed by Alan Grotnes, vice president,
operations.
The Debtor's list of 13 unsecured creditors is available for free
at http://bankrupt.com/misc/ganb17-61383.pdf
BAY CIRCLE: Nilhan Hires Ackerman as Real Estate Broker
-------------------------------------------------------
Nilhan Developers, LLC, affiliate of Bay Circle Properties, LLC, et
al., seeks authority from the U.S. Bankruptcy Court for the
Northern District of Georgia to employ Ackerman & Co., as real
estate broker to the Debtor Nilhan Developers.
Nilhan Developers previously owned real property and improvements
at 2800 and 2810 Spring Road, Smyrna, Cobb County, Georgia.
Pursuant to the Court's Order Granting Motion to Authorize Sale
entered April 28, 2017, the Debtor sold the Property.
As more fully set forth in the Standard Form Contract of Sale
attached to Debtor's Motion to Authorize Sale and Shorten Notice,
the Property was sold subject to a "Buy Back" provision, pursuant
to which the Debtor may repurchase all or a portion of the Property
under certain circumstances (the "Option"). More specifically,
- If the Property is rezoned for a proposed multi-use
development and annexed into the City of Smyrna, Debtor
shall have the right to purchase a portion of the Property
proposed to be utilized for a proposed hotel, office,
and retail space for $2,500,000.00; and
- If the Property is not rezoned, Debtor shall have the right
to repurchase the entire Property for $7,750,000, plus
costs, expenses, and interest.
Nilhan Developers requires Ackerman to assist the Debtors in the
option to purchase real property and improvements at 2800 and 2810
Spring Road, Smyrna, Cobb County, Georgia.
Ackerman will be paid a commission of 5% of the gross sales price
at closing.
John Speros, senior vice president of Ackerman & Co., 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.
Ackerman can be reached at:
John Speros
ACKERMAN & CO.
10 Glenlake Parkway South Tower, Suite 1000
Atlanta, GA 30328
Tel: (770) 913-3910
Fax: (404) 578-7033
E-mail: jsperos@ackermanco.net
About Bay Circle Properties, LLC
Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage. The properties also include office/warehouse buildings,
retail shopping centers and free standing single tenant buildings.
Bay Circle Properties, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May
4, 2015. The Chapter 11 cases are jointly administered. The
petitions were signed by Chuck Thakkar, manager. The Debtors
estimated $1 million to $10 million in both assets and
liabilities.
The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord,
Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint,
LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate,
Inc. as real estate broker.
No trustee has been appointed and the Debtors are operating their
businesses as debtors-in-possession.
BCC SANDUSKY: Ch. 11 Receiver Hires Frost Brown as Counsel
----------------------------------------------------------
NAI Daus, duly appointed Receiver of BCC Sandusky Permanent, LLC,
seeks authority from the U.S. Bankruptcy Court for the Northern
District of Ohio to employ Frost Brown Todd LLC, as counsel to the
Receiver.
The Receiver requires Frost Brown to:
a. advise the Receiver with respect to its powers, duties, and
responsibilities in the Bankruptcy Case;
b. provide assistance in the operation of the Debtor's
business and any other matters relevant to the Bankruptcy
Case;
c. prepare on behalf of the Receiver all necessary pleadings,
reports and other documentation;
d. represent the Receiver in hearings and proceedings; and
e. perform such other legal services in this Bankruptcy Case
as may be necessary and in the interest of the creditors
and the Debtor's estate.
Frost Brown 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.
Ronald E. Gold, member of Frost Brown Todd 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.
Frost Brown can be reached at:
Ronald E. Gold, Esq.
FROST BROWN TODD LLC
3300 Great American Tower
301 East Fourth Street
Cincinnati, OH 45202
Tel: (513) 651-6800
Fax: (513) 651-6981
E-mail: rgold@fbtlaw.com
About BCC Sandusky Permanent, LLC
Based in Cincinnati, Ohio, BCC Sandusky Permanent LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 17-30905) on March 30, 2017. The petition was signed
by George W. Fels, co-manager. At the time of the filing, the
Debtor estimated its assets and debts at $10 million to $50
million.
The Chapter 11 case is assigned to Judge Mary Ann Whipple.
The Debtor is represented by Steven L. Diller, Esq. and Eric R.
Neumann, Esq., at Diller and Rice, LLC, and Raymond L. Beebe, Esq
at Raymond L. Beebe Co.
On April 7, 2017, the Bankruptcy Court appointed NAI Daus, as the
duly appointed Receiver of BCC Sandusky Permanent. The Receiver
hired Frost Brown Todd LLC, as counsel.
BELIEVERS BIBLE: Exclusive Plan Filing Deadline Moved to Oct. 2
---------------------------------------------------------------
The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia has extended, at the behest of
Believers Bible Christian Church, the exclusive plan filing
deadline for an additional 90 days, through Oct. 2, 2017, and the
plan solicitation deadline through Oct. 30, 2017.
As reported by The Troubled Company Reporter on May 29, 2017, the
Debtor sought the extension, saying that it is still attempting to
negotiate a plan with its major creditors as well as a real estate
sale with potential buyers.
About Believer's Bible Christian Church
Believers Bible Christian Church, Inc., based in Atlanta, Georgia,
filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No.
16-65531) on Sept. 2, 2016, listing assets and debts at $1 million
to $10 million at the time of the filing. William A. Rountree,
Esq., at Macey, Wilensky & Hennings LLC, serves as Chapter 11
counsel. The 2016 petition was signed by Theo A. McNair Jr.,
president.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
2016 case.
Believer's Bible previously filed for Chapter 11 (Bankr. N.D. Ga.
Case No. 08-61958) on Feb. 4, 2008, and was represented by Paul
Reece Marr, Esq., at Paul Reece Marr, P.C. The 2008 case was
assigned to Judge Joyce Bihary. The Debtor estimated assets and
debts at $1 million to $10 million at the time of the filing.
BEMA RESTAURANT: Case Summary & 13 Unsecured Creditors
------------------------------------------------------
Debtor: Bema Restaurant Corporation
dba Patron's
138 Brighton Avenue
Allston, MA 02134
Business Description: Bema Restaurant Corporation is in the
restaurants industry located in Allston,
The Company is an affiliate of Sunset
Partners, Inc., which sought bankruptcy
protection on June 7, 2017 (Bankr. D. Mass.
Case No. 17-12178).
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-12434
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtor's Counsel: David B. Madoff, Esq.
MADOFF & KHOURY LLP
124 Washington Street - Suite 202
Foxborough, MA 02035
Tel: 508-543-0040
Fax: 508-543-0020
E-mail: madoff@mandkllp.com
alston@mandkllp.com
- and -
Steffani Pelton Nicholson, Esq.
MADOFF & KHOURY LLP
124 Washington Street
Foxborough, MA 02035
Tel: 508-543-0040
E-mail: pelton@mandkllp.com
Total Assets: $1.12 million
Total Liabilities: $4.45 million
The petition was signed by Marc Berkowitz, president.
The Debtor's list of 13 unsecured creditors is available for free
at:
http://bankrupt.com/misc/mab17-12434.pdf
BIODATA MEDICAL: Approval of Todd Frealy as Ch. 11 Trustee Sought
-----------------------------------------------------------------
Peter C. Anderson, the United States Trustee, asks the U.S.
Bankruptcy Court for the Central District of California to enter an
order approving the appointment of Todd A. Frealy as the Chapter 11
Trustee for BioData Medical Laboratories, Inc.
According to the Motion, the counsel to the U.S. Trustee consulted
with Robert M. Yaspan, Esq., Counsel to the Debtor; Brett D. Fallon
& Doug Candeub, Esq., Counsel to Creditor Quest Diagnostics, Inc.;
Daniel R. Schimizzi, Esq., Counsel to Creditor Beckman Coulter,
Inc.; and Scott Talkov, Esq., Counsel to Creditor TriCore Reference
Laboratories, Inc., regarding the appointment of a Chapter 11
trustee.
Mr. Frealy, in his filed Verified Statement, assured the Court that
he is a disinterested person within the meaning of 11 U.S.C. Sec.
101 (14).
Mr. Frealy can be reached at:
Todd A. Frealy, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
3403 Tenth Street, Suite 709
Riverside, CA 92501
Tel.: (951) 784-4122
Email: TAF@LNBYB.COM
About BioData Medical
BioData Medical Laboratories, Inc., based in Montclair, California,
owns and operates a medical testing business that provides medical
services for individuals. The Debtor filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 16-20446) on Nov. 28, 2016. The Hon.
Mark S. Wallace presides over the case.
In its petition, the Debtor estimated $2.23 million in assets and
$5.90 million in liabilities. The petition was signed by Henry
Wallach, CEO.
The Law Offices of Robert M. Yaspan serves as general bankruptcy
counsel to the Debtor; Darweesh, Lewis, Kelly & Von Dohlen, LLP as
special counsel; and Muhammad Khilji and his firm CFO & Tax
Solutions Inc. as accountant and business consultant.
BIOSTAGE INC: Inks Deal to Conduct $3.1M Private Placement
----------------------------------------------------------
Biostage, Inc. has entered into a binding Memorandum of
Understanding with First Pecos, LLC, for the private placement of
9,700,000 shares of the Company's common stock at a purchase price
of $0.315 per share, being the closing price of the Company's
common stock on the trading day prior to the execution of the MOU,
and warrants to purchase 9,700,000 shares of the Company's common
stock, for gross proceeds of approximately $3.1 million. The
Warrants will have an exercise price of $0.315 per share. In
addition, under the terms of the MOU, Pecos has agreed to act as a
backstopping party with respect to two pro rata rights offerings
that the Company may elect to conduct within two years following
the closing of the private placement, for gross proceeds of up to
$14.0 million.
Jim McGorry, CEO of Biostage stated, "We are delighted with the
opportunity to extend Biostage's horizon with a key investment from
a long-term strategic investor. This funding is instrumental as it
gives the Company a clear bridge to clinical data. This agreement
also helps us remove a financial overhang and provides an
opportunity for our shareholders to participate in future offerings
while minimizing dilution. This path forward will give the company
a feasible financing plan into late 2018."
Saverio La Francesca, M.D., Biostage's president and chief medical
officer, commented, "First Pecos has been a Biostage investor for
the past three years. Through many interactions over the course of
this period, I have been impressed by their interest in and
understanding of our technology, and importantly, their belief in
the potential Biostage has to provide an important solution to the
unserved patient population we are aiming to address. Their
long-term commitment to Biostage, by helping us advance our
technology to the clinic, is clearly demonstrated by this MOU."
The proceeds of the private placement will be used toward the
advancement of the Company's development programs, including the
Cellspan Esophageal Implant, as well as the filing of the Company's
Investigational New Drug application with the U.S. Food and Drug
Administration and the Company's pivot to a clinical-stage company
with the commencement of its first-in-human clinical trials in the
fourth quarter of 2017.
To the extent the transaction would result in Pecos and its
affiliates owning more than 19.9% of the Company's common stock at
the time of closing, they will instead receive shares of a new
class of convertible preferred stock, which will automatically
convert into shares of common stock upon approval of the Company's
stockholders. Such approval will be sought at the Company's next
annual meeting of stockholders. Until conversion, the convertible
preferred stock will have a cumulative annual dividend of 15%.
Similarly, to the extent exercise of the warrants would result in
Pecos and its affiliates owning more than 19.9% of the Company's
common stock at the time of exercise, the warrants will instead be
exercisable into shares of the new class of preferred stock.
Biostage has agreed to grant board representation and nomination
rights to Pecos, which will be proportional (rounded up or down to
the nearest whole number) to the percentage of the Company's common
stock owned by Pecos and its affiliates.
The private placement is conditioned on satisfaction of customary
closing conditions and on the Company terminating its Shareholder
Rights Plan, and must be consummated on or prior to Aug. 15, 2017.
The definitive agreements relating to the private placement will
include customary representations, warranties and covenants. The
Company agreed to file a resale registration statement promptly
after the closing of the private placement to register the resale
of the shares of common stock issuable in the private placement.
About Biostage
Biostage, Inc., formerly Harvard Apparatus Regenerative Technology,
Inc. -- http://www.biostage.com/-- is a biotechnology company
developing bioengineered organ implants based on the Company's new
Cellframe technology which combines a proprietary biocompatible
scaffold with a patient's own stem cells to create Cellspan organ
implants. Cellspan implants are being developed to treat
life-threatening conditions of the esophagus, bronchus or trachea
with the hope of dramatically improving the treatment paradigm for
patients. Based on its preclinical data, Biostage has selected
life-threatening conditions of the esophagus as the initial
clinical application of its technology.
Biostage reported a net loss of $11.57 million on $82,000 of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $11.70 million on $118,000 of revenues for the year ended Dec.
31, 2015.
As of March 31, 2017, Biostage had $7.95 million in total assets,
$6.43 million in total liabilities, and $1.52 million in total
stockholders' equity.
KPMG LLP, in Cambridge, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations and will require additional financing to
fund future operations which raise substantial doubt about its
ability to continue as a going concern.
BLACK CREEK: Faces Foreclosure Suit in Chicago
----------------------------------------------
A lawsuit has been commenced against Black Creek LLC Series 1303,
an Illinois Limited Liability Company, et al., in the Circuit Court
of Cook County, Chancery Division, Illinois, by plaintiff
Collateral Trustee, Inc., seeking to foreclose a Receiver's
Certificate conveying these premises: Lots 6 and 7 in John Oliver's
Subdivision of Lots 18, 19, 22, and 23 in Block 2 of Cook and
Anderson's Subdivision of the West 1/2 of the Northeast 14 of
Section 24, Township 39 North, Range 13, East of the Third
Principal Meridian, in Cook County, IL.
The premises are located at 1303-1305 s. California Ave., Chicago,
IL 60608.
The Certificate Holder is Collateral Trustee, Inc., as assignee of
John Suzuki.
The Defendant is required to answer the Complaint or otherwise make
its appearance before the Court or before July 31, 2017.
Otherwise, default may be entered against the Defendant at any time
after that day and a Judgment entered in accordance with the prayer
of the Complaint.
The case is, Collateral Trustee, Inc., an Illinois Corporation,
Plaintiff, vs. Black Creek LLC Series 1303, an Illinois Limited
Liability Company, et al., Defendants​. No. 17CH 1698, In the
Circuit Court of Cook County, County Department, Chancery Division.
Plaintiff is represented by:
CHUHAK & TECSON
30 South Wacker Drive
Chicago, IL 60606
BOARDRIDERS INC: S&P Lowers CCR to 'CCC+'; Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
California-based Boardriders Inc. to 'CCC+' from 'B-'. The outlook
is negative.
At the same time, S&P lowered its issue-level rating on the
company's EUR200 million unsecured notes (with approximately EUR20
million outstanding) due 2017 and EUR136 million unsecured notes
due 2020 to 'B-' from 'B'. S&P's recovery rating on each tranche
remains '2', which indicates its expectation for creditors to
receive substantial (70%-90%; rounded estimate: 75%) recovery in
the event of payment default.
S&P estimates the company had about $290 million of funded debt
outstanding as of April 30, 2017.
The downgrade reflects Boardriders's underperformance relative to
S&P's previous expectations. As a result, S&P has revised its
forecast for fixed-charge coverage for both 2017 and 2018 to the
low 1.0x area from 1.5x. Given Boardriders's very weak
fixed-charge coverage, S&P believes its capital structure is
unsustainable unless it significantly improves its operations and
the ability to grow its revenue, which could be difficult because
of the weak retail environment.
The negative outlook reflects the company's high debt burden and
thin credit metrics. Even though its credit metrics have improved
in the last two quarters, EBITDA remains weak, and
weaker-than-expected results in the second half of the year could
cause the fixed-charge coverage ratio to be sustained in the low 1x
area.
S&P could lower the ratings again if the company is not able to
generate positive cash flow in the next 12 months and liquidity
weakens such that Quicksilver needs to rely on its revolver to
operate or if its fixed-charge coverage ratio declines further.
S&P would consider revising the outlook to stable if the company is
able to generate more than $10 million of free cash flow for the
year and maintains its fixed-charge coverage ratio in the low 1x
area. S&P would consider raising the ratings if the company
strengthens its credit metrics such that fixed-charge coverage
approaches 1.5x and S&P believes it can be sustained at that level.
CECIL BANCORP: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Cecil Bancorp, Inc.
P.O. Box 568
Elkton, MD 21922
Business Description: Cecil Bancorp, Inc., Cecil Bank's parent is
traded over the counter on the Bulletin
Board under the symbol CECB. Cecil Bancorp
Inc. is the holding company of Cecil Bank
(the Bank), a community oriented financial
institution offering traditional financial
services out of eleven offices in the Cecil
and Harford county areas.
Web site: http://www.cecilbank.com/
Chapter 11 Petition Date: June 30, 2017
Case No.: 17-19024
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. Robert A. Gordon
Debtor's Counsel: Peter J. Haley
NELSON MULLINS RILEY & SCARBOROUGH LLP
One Post Office Square
Boston, Massachusetts 02109
Tel: (617) 217-4714
Fax: (617) 217-4750
E-mail: peter.haley@nelsonmullins.com
- and -
J. Brennan Ryan
NELSON MULLINS RILEY & SCARBOROUGH LLP
Atlantic Station
201 17th Street, NW, Suite 1700
Atlanta, Georgia 30363
- and -
Valerie P. Morrison
Nelson Mullins Riley & Scarborough LLP
101 Constitution Ave., NW, Suite 900
Washington, DC 20001
Phone: 202 712-2800
E-mail: val.morrison@nelsonmullins.com
Debtor's
Financial
Advisor: TENEO SECURITIES, INC.
Debtor's
Financial
Advisor: HOVDE GROUP, LLC
Total Assets: $7.64 million
Total Liabilities: $21.18 million
The petition was signed by Terrie G. Spiro, president and chief
executive officer.
The Debtor's list of three unsecured creditors is available for
free at http://bankrupt.com/misc/mdb17-19024.pdf
CECIL BANCORP: TruPS Claim Holders to Recover 4.59% Under Plan
--------------------------------------------------------------
Cecil Bancorp, Inc., owner of Maryland commercial bank Cecil Bank,
intends to seek confirmation of a Chapter 11 plan of reorganization
that enhances the financial stability of the Debtor and the Bank.
Under the Plan, which was filed together with the bankruptcy
petition, the Debtor will be recapitalized with $30 million in new
capital. The new investment will yield a minimum distribution of
$1 million to the outstanding claims of trust preferred securities
holders (the "TruPS Claims"). As part of the Plan confirmation
process, the Debtor will conduct an auction of its stock in the
Bank in accordance with proposed bidding procedures to determine if
there are any higher and better bids for the Bank stock that will
yield a greater return for the TruPS Claims. The Plan will cancel
the existing common stock in the Debtor in accordance with the
closing process set forth in the Plan. The Debtor will redeem and
convert certain preferred stock and associated warrants, issued by
the Debtor to the Department of the Treasury as part of the Capital
Purchase Program, to common stock. Treasury will sell that common
stock to the new investors for $880,000.
Except as set forth in the subscription agreements for the new
investment, all outstanding warrants, options, and contractual
rights to purchase or acquire any equity interest in the Debtor
will be cancelled.
The Debtor has obtained informal investment commitments of $30
million, subject to execution of written subscription agreements.
Prior to the Petition Date, the Debtor entered into a written Plan
Support Agreement with the beneficial holders of the TruPS Claims.
The Plan Support Agreement ("PSA") incorporates a term sheet
describing the treatment set forth in the Plan and commits the
Debtor and the holders of the TruPS Claims to support the Plan
subject to the terms and conditions of the PSA.
The Plan classifies and treats claims as follows:
* Class 1 - TruPS Claims. Impaired.
Prepetition, the Debtor, through Cecil Bancorp Capital Trust I
("Trust I") and Cecil Bancorp Capital Trust II ("Trust II"), issued
capital securities (the "Trust Preferred Securities" or "TruPS") to
raise funds for the Bank. As of March 31, 2017, the Debtor had
outstanding principal indebtedness totaling $17,527,000
attributable to the Junior Subordinated Debentures underlying the
Trust Preferred Securities, and accrued and unpaid interest
attributable to the Trust Preferred Securities of approximately
$4,123,735. Under the Plan, holders of TruPS Claims will receive
their pro rata share of the greater of; (a) $1,000,000 or (b) the
Auction Proceeds. Estimated Recovery – Minimum Recovery of
4.59%
* Class 2 - Secured Claims and Class 3 - Other Priority Claims.
Unimpaired.
Secured claims and other priority claims are estimated at $0.
Each holder of a Secured Claim or Other Priority Claim will have
its claim Reinstated. Estimated Recovery – 100%
* Class 4 - Allowed General Unsecured Claims. Unimpaired
Given that the majority of the Debtor's operating expenses are
satisfied by Cecil Bank, the Debtor has few, if any, creditors
other than the TruPS. To the extent that the Debtor has any
non-TruPS creditors, the Debtor will satisfy the applicable General
Unsecured Claims in full in the ordinary course of business and in
accordance with the Plan. Estimated Recovery – 100%
* Class 5 – Class 5: TARP Interests. Impaired.
On Dec. 23, 2008, as part of the Troubled Asset Relief Program
("TARP") Capital Purchase Program, the Company sold 11,560 shares
of fixed rate cumulative perpetual preferred stock, series A, and a
warrant to purchase 523,076 shares (after adjusting for the 2-for-1
stock split approved by the Board of Directors in May 2011) of the
Company's common stock to the United States Department of the
Treasury for an aggregate purchase price of $11.560 million in
cash, with $37,000 in offering costs, and net proceeds of $11.523
million. The preferred stock and the warrant were issued in a
private placement exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933, as amended. As of March 31, 2017,
the Debtor had outstanding principal indebtedness totaling
$11,560,000 attributable to the TARP Preferred Stock, and accrued
and unpaid dividends and interest attributable to the TARP
Preferred Stock of approximately $5,940,964. Under the Plan, on
the Closing Date, the holder of the TARP Interests will exchange
its TARP Interests for the Exchange Shares and will immediately
thereafter sell the Exchange Shares for a cash purchase price of
$880,000 in full and final satisfaction, settlement, release, and
discharge of, and in exchange for, the Exchange Shares. Estimated
Recovery – Cash Distribution of $880,000
* Class 6 – Series B Interests. Impaired
Series B Interests are certain common stock holdings of
so-called Series B Investors Charles Sposato, Fair Family, Phillip
E. Klein Non-Exempt Family Trust, First Mariner Bank, Shri Sai
Hotel Consultant, LFB Investments, LLC and Mary Halsey. Each
holder of an Allowed Series B Interest shall be deemed to reject
the Plan. All Series B Interests will be cancelled and the holders
shall receive no distribution. Estimated Recovery – 0%
* Class 7 – Common Stock Interests. Impaired
The Common Stock Interests are those common stock holdings
other than the Series B Interests. Each holder of a Common Stock
Interest shall be deemed to reject the Plan. All Common Stock
Interests will be cancelled. Estimated Recovery – 0%
* Class 8 – Warrants. Impaired
Each holder of an Allowed Warrant shall be deemed to reject
the Plan. All Warrants, including, without limitation, all
outstanding options, will be cancelled. Estimated Recovery – 0%
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/Cecil_Bancorp_4_DS.pdf
About Cecil Bancorp
Cecil Bancorp, Inc. (OTC:CECB) is the direct parent of Cecil Bank,
a Maryland commercial bank with 52 employees, a main branch, 8
branch locations, and a corporate/loan office. As of March 31,
2017, the Bank -- http://www.cecilbank.com/-- has total assets of
approximately $211 million, outstanding loans of $94 million and
total deposits of $154 million. Cecil Bancorp also owns 100% of
the stock of Cecil Bancorp Capital Trust I ("Trust I") and Cecil
Bancorp Capital Trust II ("Trust II" and together with Trust I, the
"Trusts"), which are Delaware statutory trusts that were
established for the sole purpose of issuing capital securities.
Cecil Bancorp, Inc., filed a Chapter 11 petition (Bankr. D. Md.
Case No. 17-19024) in Baltimore, Maryland, on June 30, 2017. Terrie
G. Spiro, president and chief executive officer, signed the
petition.
The Debtor disclosed $7.64 million in total assets and $21.18
million in total liabilities. The Debtor valued its 100% ownership
in Cecil Bank at $3.755 million and its 100% ownership in Cecil
Bancorp Capital Trusts I and II at $527,000. The Debtor doesn't
have any secured debt and all its unsecured debt are comprised of:
$62,700 owing to Cecil Bank and $12.098 million and $9.026 million
owing to Wilmington Trust Company.
The Hon. Robert A. Gordon oversees the case.
The Debtor tapped Nelson Mullins Riley & Scarborough LLP as
counsel; and Teneo Securities, Inc. and Hovde Group, LLC.
* * *
The Debtor on the Petition Date filed a Chapter 11 Plan of
Reorganization and Disclosure Statement. The Debtor's Chapter 11
plan exclusivity expires Oct. 30, 2017.
CENTRAL GROCERS: Taps Peter J. Solomon as Investment Banker
-----------------------------------------------------------
Central Grocers, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Peter J. Solomon Company, LLC, as investment banker and financial
and strategic advisor to the Debtors.
Central Grocers requires Solomon Company to:
a. advise and assist the Debtors in reviewing the Debtors'
long-term strategic objectives and restructuring plan,
including evaluating the Debtors' financial alternatives;
b. take on primary responsibility for the implementation of,
and overseeing possible Transactions, including developing
general strategy for accomplishing and consummating such a
Transaction and identifying and screening potential
Counterparties to such Transactions;
c. prepare descriptive data concerning the Debtors and its
assets, including evaluation materials relating to any
proposed Transaction for distribution and presentation to
potential Counterparties;
d. consult with and advise the Debtors concerning
opportunities for consummating one or more strategic
Transactions, including advising and assisting management
of the Debtors in making presentations to the Debtors'
Boards of Directors;
e. advise and assist the Debtors in the course of any
negotiations of a sale or other strategic Transaction with
a potential Counterparty, including in the execution of and
closing under definitive agreements relating to a proposed
Transaction;
f. at the Debtors' request, render an Opinion with respect
to the fairness, from a financial point of view, of the
consideration proposed to be received by the Debtors in
connection with a Sale Transaction;
g. advise and assist the Debtors in connection with various
aspects of their chapter 11 cases, including with respect
to seeking debtor-in-possession financing and developing
and seeking approval of a chapter 11 plan; and
h. render such other financial advisory and investment banking
services as may, from time to time, be agreed to by the
Debtors and Solomon Company.
Solomon Company will be paid as follows:
a. Monthly Fee. A monthly advisory fee (the "Monthly Advisory
Fee") equal to $150,000.00 payable upon the Debtors'
execution of the Engagement Letter and thereafter in
advance on each monthly anniversary of the effective date
of the Engagement Letter.
b. Transaction Fee. In the event of any Sale Transaction or
Restructuring Transaction , a transaction fee (the
"Transaction Fee") equal to the greater of (i) $4 million,
or with respect to only a Sale Transaction, (ii) the sum
of (x) 2.10% of the Aggregate Consideration (as defined in
the Engagement Letter) paid or payable in connection with
a Sale Transaction up to an Aggregate Consideration of
$250 million plus (y) 4% of the amount, if any, by which
the Aggregate Consideration exceeds $250 million, less the
Applicable Credit Amount.
c. Opinion Fee. In the event that the Debtors requests
Solomon Company to render an Opinion, a fee equal to
$250,000.00 (the "Opinion Fee"), which Opinion Fee shall
be payable on the earlier to occur of (i) the date upon
which Solomon Company advises the Debtors that Solomon
Company is prepared to render an Opinion, and (ii) the
date upon which PJSC advises the Debtors that, having
considered the matter, PJSC is unable to render an
Opinion.
d. Financing Fee. In the event of any Financing Transaction
in each case, a financing fee (the "Financing Fee") equal
to the applicable percentage below of the gross proceeds
of, or if greater, maximum lending or funding commitments
under such Financing Transaction:
i. 1% for senior secured debt;
ii. 3% for junior secured debt or any unsecured debt,
including subordinated or mezzanine debt, or
unitranche debt; and
iii. 5% for common, preferred or other equity, including
securities or debt convertible into equity or
equity-linked debt; provided that any proceeds or
commitment received from any of the Debtors'
current lenders shall be excluded in determining the
Financing Fee.
e. Expense Reimbursement. Whether or not any Transaction is
proposed or consummated, the Debtors shall reimburse
Solomon Company on a monthly basis for its reasonable out-
of-pocket expenses incurred in connection with the
provision of services under the Engagement Letter,
including, among other things, the consummation of any
Transaction contemplated or attempted thereby and the
reasonable fees, disbursements, and other charges of
Solomon Company 's counsel.
Notwithstanding the foregoing, reimbursable expenses,
excluding the reasonable fees, disbursemetns, and other
charges of Solomon Company 's counsel in connection with an
Opinion requested by the Debtors, shall not exceed $30,000
in the aggregate without the Company's consent, which shall
not be unreasonably withheld.
Scott Moses, managing director of Peter J. Solomon Company, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (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.
Solomon Company can be reached at:
Scott Moses
PETER J. SOLOMON COMPANY, LLC
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 508-1600
Fax: (212) 508-1633
About Central Grocers
Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent
grocery stores in the Midwestern United States. Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.
Central Grocers is the seventh largest grocery cooperative in the
United States. It supplies over 400 stores in the Chicago area with
groceries, produce, fresh meat, service deli items, frozen foods,
ice cream and exclusively the Centrella Brand distributor. Sales
have grown to $2.0 billion per year over the past 94 years.
Central Grocers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4,
2017. Eleven affiliates of the company also filed separate Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to
17-11003). The petitions were signed by Donald E. Harer, chief
restructuring officer.
At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.
The cases are assigned to Judge Brendan Linehan Shannon.
Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel. The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd., as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker. Prime Clerk is the claims and
noticing agent.
The Official Committee of Unsecured Creditors formed in the cases
retained Kilpatrick Townsend & Stockton LLP and Saul Ewing LLP as
attorneys.
CFG PERU: Trustee Taps Epiq as Claims and Noticing Agent
--------------------------------------------------------
William A. Brandt, Jr., the Chapter 11 Trustee of CFG Peru
Investments Pte. Limited (Singapore), et al., seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Epiq Bankruptcy Solutions, LLC, as notice and claims agent
to the Trustee.
The Trustee requires Epiq to:
(a) prepare and serve required notices and documents in the
chapter 11 cases in accordance with the Bankruptcy Code
and the Bankruptcy Rules in the form and manner directed
by the Debtors and the Court, including (i) notice of the
commencement of the chapter 11 cases and the initial
meeting of creditors under section 341(a) of the
Bankruptcy Code, (ii) notice of any claims bar date, (iii)
notices of transfers of claims, (iv) notices of objections
to claims and objections to transfers of claims, (v)
notices of any hearings on a disclosure statement and
confirmation of the Debtors' plan or plans of
reorganization, including under Bankruptcy Rule 3017(d),
(vi) notice of the effective date of any plan, and (vii)
all other notices, orders, pleadings, publications and
other documents as the Debtors or the Court may deem
necessary or appropriate for an orderly administration of
the chapter 11 cases;
(b) maintain any official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtors'
known creditors and the amounts owed thereto;
(c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j), and (k) and those parties
that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010; update and make said lists available
upon request by a party-in-interest or the Clerk;
(d) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
(e) for all notices, motions, orders, or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within seven business days of service which includes (i)
either a copy of the notice served or the docket number(s)
and title(s) of the pleading(s) served, (ii) a list of
persons to whom it was mailed (in alphabetical order) with
their addresses, (iii) the manner of service, and (iv) the
date served;
(f) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy
and maintain the original proofs of claim in a secure
area;
(g) maintain an electronic filing platform for purposes of
filing proofs of claim;
(h) maintain the official claims register for each Debtor
(collectively, the "Claims Registers") on behalf of the
Clerk; upon the Clerk's request, provide the Clerk with
certified, duplicate unofficial Claims Registers; and
specify in the Claims Registers the following information
for each claim docketed: (i) the claim number assigned,
(ii) the date received, (iii) the name and address of the
claimant and agent, if applicable, who filed the claim,
(iv) the amount asserted, (v) the asserted
classification of the claim (e.g., secured, unsecured,
priority, etc.), (vi) the applicable Debtor, and (vii) any
disposition of the claim;
(i) provide public access to the Claims Registers, including
complete proofs of claim with attachments, if any, without
charge;
(j) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
(k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Epiq, not
less than weekly;
(m) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the Claims Registers for the Clerk's review
(upon the Clerk's request);
(n) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to
the claims register and any service or mailing lists,
including to identify and eliminate duplicative names and
addresses from such lists;
(o) if the chapter 11 cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's
office within three (3) days of notice to Epiq of entry of
the order converting the cases;
(p) 30 days prior to the close of these chapter 11
cases, to the extent practicable, request that the Debtors
submit to the Court a proposed order dismissing Epiq as
Claims and Noticing Agent and terminating its services in
such capacity upon completion of its duties and
responsibilities and upon the closing of these chapter 11
cases;
(q) within seven days of notice to Epiq of entry of an
order closing the chapter 11 cases, provide to the Court
the final version of the Claims Registers as of the date
immediately before the close of the chapter 11 cases; and
(r) at the close of these chapter 11 cases, box and transport
all original documents, in proper format, as provided by
the Clerk's office, to (i) the Federal Archives Record
Administration, located at Central Plains Region, 200
Space Center Drive, Lee's Summit, Missouri 64064; or (ii)
any other location.
Epiq will be paid at these hourly rates:
Executives No Charge
Executive Vice President, Solicitation $215
Solicitation Consultant $190
Consultants/Directors/Vice Presidents $155-$165
Case Managers $65-$145
IT/Programming $65-$85
Clerical/Administrative Support $25-$45
Epiq will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Brian Karpuk, director, consulting services of Epiq Bankruptcy
Solutions, 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.
Brian Karpuk
EPIQ BANKRUPTCY SOLUTIONS, LLC
Epiq can be reached at:
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (302) 574-2600
About CFG Peru Investments Pte. Limited (Singapore)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaced Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; and RSR
Consulting LLC as restructuring consultant.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel; and Epiq Bankruptcy Solutions, LLC,
as notice and claims agent.
CGG HOLDING: Hires Paul Weiss as Attorney
-----------------------------------------
CGG Holding (U.S.) Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Paul Weiss Rifkind Wharton & Garrison LLP, as attorney to the
Debtors.
CGG Holding requires Paul Weiss to:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued
operation of their business and management of their
properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of the Chapter 11 Cases, including
the legal and administrative requirements of operating in
chapter 11;
(c) take necessary action to protect and preserve the Debtors'
estates, including the prosecution of actions commenced
under the Bankruptcy Code on their behalf, and objections
to claims filed against the estates;
(d) prepare and prosecute on behalf of the Debtors all
motions, applications, answers, orders, reports and papers
necessary to the administration of the estates;
(e) advise and assist the Debtors with financing and
transactional matters as such may arise during the Chapter
11 Cases;
(f) appear in Court and protecting the interests of the
Debtors before the bankruptcy Court; and
(g) perform all other legal services for the Debtors that may
be necessary and proper in the proceedings.
Paul Weiss will be paid at these hourly rates:
Partners $1,045-$1,395
Counsel $995-$1,040
Associates $580-$970
Paraprofessionals $285-$335
Paul Weiss received a retainer in connection with the engagement on
April 7, 2017 in the amount of $250,000, which was subsequently
increased to $1.0 million on May 5, 2017. Paul Weiss has applied
$96,379.54 of the retainer to outstanding balances existing as of
the Petition Date.
In addition, Paul Weiss received $3,756,016.63 in connection with
the Paul Weiss's general representation of the Debtors in the 90
days prior to the filing of these Chapter 11 Cases and in
connection with the preparation thereof.
Paul Weiss will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Paul Weiss's rates for timekeepers for its
prepetition engagement on this matter was $1,045-
$1,395 per hour for partners, $995-$1,040 per hour
for counsel, $580-$970 per hour for associates and
$285-$335 per hour for paraprofessionals. Paul
Weiss has not adjusted its billing rates since the
Debtors engaged Paul Weiss as bankruptcy counsel.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes. Paul Weiss delivered a prospective budget for
the months of June of 2017 through October of 2017.
Alan W. Kornberg, partner of Paul Weiss Rifkind Wharton & Garrison
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.
Paul Weiss can be reached at:
Alan W. Kornberg, Esq.
PAUL WEISS RIFKIND WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Tel: (212) 373-3000
Fax: (212) 757-3990
About CGG Holding (U.S.) Inc.
Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves. The company also makes
geophysical equipment under the Sercel brand name.
The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.
CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares.
NYSE: CGG).
After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a Chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.
Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 cases in Canada.
Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/
CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case. The Debtors
hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel. The
company's financial advisors are Lazard and Morgan Stanley, and its
restructuring advisor is Alix Partners, LLP.
Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.
Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.
CGG HOLDING: Hires Prime Clerk as Administrative Advisor
--------------------------------------------------------
CGG Holding (U.S.) Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Prime Clerk LLC, as administrative advisor to the Debtors.
CGG Holding requires Prime Clerk to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices, and
institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
Agreement, but not covered by the Section 156(c)
Application or which are in the nature of the services
covered under 28 U.S.C., Section 15(c), as may be requested
from time to time by the Debtors, the Court, or the Office
of the Clerk of the Bankruptcy Court (the "Clerk").
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $190
COO and Executive VP No charge
Director $170-$195
Consultant/Senior Consultant $65-$165
Technology Consultant $35-$95
Analyst $30-$50
Prime Clerk will be paid a retainer in the amount of $40,000.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin P.D. Schrag, executive vice president of Prime Clerk 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.
Prime Clerk can be reached at:
Benjamin P.D. Schrag
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
About CGG Holding (U.S.) Inc.
Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves. The company also makes
geophysical equipment under the Sercel brand name.
The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.
CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares.
NYSE: CGG).
After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a Chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.
Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 cases in Canada.
Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/
CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case. The Debtors
hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel. The
company's financial advisors are Lazard and Morgan Stanley, and its
restructuring advisor is Alix Partners, LLP.
Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.
Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.
CHAMPION EXCAVATION: Allowed to Use Cash Collateral Until July 10
-----------------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon has authorized Champion Excavation, Inc., to use
cash from the operation of the business until July 10, 2017.
A final hearing on the cash collateral use will be held on July 10,
2017, at 10:00 a.m.
As adequate protection to CAN Capital Asset Servicing, Inc.,
American LeaseFund, Inc., and Commercial Credit Group, the Secured
Lenders will be granted postpetition liens and security interests
against the same types of property of the Debtor including all
postpetition cash, credit card receipts, accounts receivable, and
inventory as security for any claims they may have arising from the
diminution in the value of their interest in their prepetition
collateral resulting from the use by the Debtor thereof from and
after the petition date to the same validity, extent, and priority
as existed as of the petition date.
On or before July 5, 2017, Debtor will pay to CCG an adequate
protection payment in the amount of $2,000.
A copy of the Interim Order is available at:
http://bankrupt.com/misc/orb17-61839-29.pdf
As reported by the Troubled Company Reporter on June 29, 2017, the
Debtor sought court permission to use cash collateral in the sum of
$165,000, claiming 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.
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. At the time of filing, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.
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.
CHEFS' WAREHOUSE: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating to
Ridgefield, Conn.-based The Chefs' Warehouse Inc. The outlook is
stable.
At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured first-lien term loan and senior secured
delayed draw first-lien term loan. The recovery rating on the
senior secured facilities remains '3', reflecting S&P's expectation
of meaningful (50% to 70%; rounded estimate:60%) recovery in the
event of a default.
S&P's ratings affirmation reflects its projection that Chefs'
Warehouse can reduce leverage to below 5x over the next year as it
generates steady case growth (a standard measure for unit volume
growth) within the independent restaurant space and as food input
costs return to modest inflationary levels. As a result, S&P has
favorably revised its financial risk assessment to aggressive from
highly leveraged. Still, the ratings are constrained by the risk
that the company will make debt-financed acquisitions not
incorporated into S&P's forecast that could lead to meaningful
credit ratio deterioration. Therefore, S&P has applied a one-notch
negative financial policy assessment.
The stable outlook incorporates S&P's expectation that Chefs'
Warehouse will continue to generate steady organic case growth,
while food prices return to modestly inflationary levels. S&P also
believes the company will begin to pursue small tuck-in
acquisitions as difficulties managing protein deflation and the ERP
implementation at Del Monte Meat have mostly dissipated. S&P
forecasts debt to EBITDA may improve to below 5x over the next year
depending on acquisition activity.
S&P could lower its ratings if Chefs' Warehouse struggles to manage
input cost volatility, or if industry conditions deteriorate, which
could lead to escalating competition from Chefs' Warehouse larger
rivals. S&P could lower the ratings if it forecasts that debt to
EBITDA will approach 8x, which could occur if EBITDA falls by
around 35% or debt increases by about
$250 million.
S&P could raise its ratings if Chefs' Warehouse strengthens debt to
EBITDA below 5x and moderates its financial policies, such that S&P
believes it would sustain leverage at or below that level. S&P
could also raise its ratings if it favorably reassess its view of
Chefs' Warehouse's business risk, which would likely be based on
increased scale, improved route density, and a demonstrated ability
to manage input cost fluctuations -- particularly proteins.
CLIFFS NATURAL: CEO Granted Shares to Stay Until 2019
-----------------------------------------------------
In order to help ensure the president and chief executive officer
of Cliffs Natural Resources Inc. is incentivized to remain in the
employ of the Company through Dec. 31, 2019, the Compensation and
Organization Committee of the Board of Directors and the Board of
Directors of the Company approved on June 26, 2017, grants of
performance shares and restricted stock units pursuant to the
Company's Amended and Restated 2015 Equity and Incentive
Compensation Plan, to the CEO. The grant is comprised of:
(a) 249,106 performance shares with a potential stock payout
of zero to 200% based upon relative total shareholder
return for an incentive period commencing June 1, 2017,
and ending Dec. 31, 2019; and
(b) 531,674 restricted stock units for the vesting period
commencing on the Grant Date and ending Dec. 31, 2019.
The performance shares will be payable, if at all, in the first
two-and-a-half months of 2020 based upon the certification of the
Committee as to whether and the extent to which the performance
goals for this award has been met during the Performance Period.
The restricted stock unit grant was designed to generally retain
the CEO in the employ of the Company and will be payable as
described in the applicable award agreement, subject generally to
the CEO's continued employment through Dec. 31, 2019.
About Cliffs Natural Resources
Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company. The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota. Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama. Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada. Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.
On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada). The initial
CCAA order will address the Bloom Lake Group's immediate liquidity
issues and permit the Bloom Lake Group to preserve and protect its
assets for the benefit of all stakeholders while restructuring and
sale options are explored.
Cliffs Natural reported net income attributable to Cliffs common
shareholders of $174.1 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to Cliffs common shareholders
of $788 million for the year ended Dec. 31, 2015. As of March 31,
2017, Cliffs Natural had $1.92 billion in total assets, $2.62
billion in total liabilities and a $703 million total deficit.
* * *
As reported by the TCR on Feb. 14, 2017, Moody's Investors Service
upgraded Cliffs Natural Resources' Corporate Family Rating (CFR)
and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1'
and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new
senior unsecured guaranteed notes. The upgrade follows the
company's announcement of a $500 million senior unsecured
guaranteed note issuance and an approximate $590 million equity
issuance.
Also in February 2017, S&P Global Ratings said it raised its
long-term corporate credit rating on Cliffs to 'B' from 'CCC+'
after the company announced a $591 million equity issuance and the
tender offer for high-cost debt. The outlook is stable.
CREEKSIDE CANCER CARE: CLS to Recoup 100% Over 192 Months
---------------------------------------------------------
Creekside Cancer Care, LLC, filed with the U.S. Bankruptcy Court
for the District of Colorado a disclosure statement dated June 19,
2017, for its amended Chapter 11 plan of reorganization, dated June
19, 2017,
Class 4 - CLS Secured Claim is impaired by the Plan. CLS is
expected to recover 100%. CLS will retain its liens in the
collateral securing the CLS Secured Claim, with liens attaching to
the collateral in the same relative priority as existed immediately
prior to the Petition Date. After the Effective Date, the CLS
Secured Claim will bear interest at a rate of 3.43% per annum
calculated on the basis of a 365 day year. The CLS Secured Claim
will be fully amortized over a 192 month period, with monthly
payments in an amount to be set forth in the Plan Supplement, or
such other amount set forth in the confirmation court order.
Dr. Kelley Simpson, the sole member of the Debtor, will own 100% of
the membership interests in the Reorganized Debtor.
Funding for all payments to be made under the Plan will come from
the Reorganized Debtor's continued business operations.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/cob16-21943-205.pdf
As reported by the Troubled Company Reporter on April 20, 2017, the
Debtor filed with the Court a disclosure statement for its Chapter
11 plan of reorganization, dated April 7, 2017. That plan proposed
that holders of allowed general unsecured claims be paid in full
over a period of seven years, in quarterly installments, at an
interest rate of 5.75% per annum, such that the value of the
payments, as of the Effective Date, is equal to the Allowed amount
of the applicable General Unsecured Claim.
About Creekside Cancer Care
Creekside Cancer Care, LLC, filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 16-21943) on Dec. 9, 2016. The petition was signed
by Charles Kelley Simpson, sole member. The Debtor is represented
by Steven E. Abelman, Esq., Samuel M. Kidder, Esq., and Michael J.
Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP. The Debtor
estimated assets and liabilities at $1 million to $10 million.
The Debtor is engaged in the business as a cancer care and
treatment center. The Debtor provides a range of non-invasive
radiation therapy treatment options to its patients. The Debtor
is based in Lafayette, CO.
D.J. SIMMONS: Asks Court to Convert Case to Chapter 7
-----------------------------------------------------
D.J. Simmons, Inc., D.J. Simmons Company Limited Partnership and
and Kimbeto Resources, LLC, filed separate requests asking the U.S.
Bankruptcy Court for the District of Colorado to enter an order
converting their cases from a case under chapter 11 to a case under
chapter 7.
Section 1112(a) of the Bankruptcy Code provides that a debtor may
convert a case from chapter 11 to one under chapter 7 unless (a)
the debtor is not a debtor in possession, (b) the case was
originally commenced as an involuntary chapter 11 case, and (c) the
case was converted to a chapter 11 case other than at the debtor's
request.
As reported by the Troubled Company Reporter, the Debtors early in
June filed an amended plan of reorganization and accompanying
disclosure statement, proposing to pay holders of general unsecured
claims within five years through payment of 23% of each holder's
allowed claim. The Plan calls for the Debtors to initially
continue operations as the operator of its oil and gas properties.
But in their Motion to Convert, the Debtors state that the request
is made in good faith, and not an abuse of process, and there are
no other extraordinary circumstances that would limit the Debtors'
right to convert.
On June 30, BOKF, NA d/b/a Bank of Oklahoma, filed a request asking
the Court to appoint a Chapter 11 trustee in the cases.
The Debtors are represented by:
John C. Smiley, Esq.
Ethan J. Birnberg, Esq.
LINDQUIST & VENNUM LLP
600 17th Street, Suite 1800 South
Denver, CO, 80202-5441
Telephone: (303) 573-5900
Facsimile: (303) 573-1956
E-mail: jsmiley@lindquist.com
ebirnberg@lindquist.com
About D.J. Simmons Company LP
Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas
exploration and production company. D.J. Simmons and its
affiliates
have oil and natural gas reserves from approximately 100 wells
operated by DJS, Inc., and 500 wells operated by third parties in
Colorado, New Mexico, Utah, and Texas. Kimbeto Resources, LLC,
owns 13 wells in Rio Arriba County, New Mexico. DJS, Inc., also
operates the wells owned by Kimbeto. D.J. Simmons Company Limited
Partnership holds most of the oil and gas and other assets.
Kimbeto
holds oil, gas, and other related assets on land owned by the
Jicarilla Apache Tribe. DJS, Inc, operates the Assets and employs
a small administrative staff.
DJS Co. LP, Kimbeto and DJS, Inc., filed Chapter 11 petitions
(Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on
March 1, 2016. The cases are jointly administered under Lead Case
No. 16-11763.
The petitions were signed by John Byrom, president of DJS, Inc.
DJS Co. LP disclosed $9.94 million in total assets and $12.9
million in total liabilities. Kimbeto disclosed $976,190 in total
assets and $9.81 million in total liabilities.
Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the
Debtors' counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
DEVAL CORP: PDI DeVal Proposes to Become Sole Shareholder
---------------------------------------------------------
PDI DeVal Acquisition, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania a third amended disclosure
statement dated June 19, 2017, in connection with its third amended
Chapter 11 plan dated June 9, 2017, for DeVal Corporation.
The Plan contemplates that the Proponent will become the
Reorganized Debtor's sole shareholder in exchange for a combination
of the infusion of cash, the elimination of the plan proponent's
secured claim in excess of $1.10 million and credit support for new
bank financing to fund the Effective Date payments. All secured
claims and priority unsecured claims will be paid in full, either
in cash or over time with interest. General unsecured creditors
will be paid their pro rata shares of the aggregate sum of $250,000
(representing a dividend of approximately 34%), plus 25% of the net
recovery of the pursuit by the Reorganized Debtor of any causes of
action. The unsecured creditors will receive $150,000 on the
Effective Date, 10 quarterly payments of $10,000 starting April 1,
2018, and distributions on account of litigation proceeds if, as
and when realized.
Each holder of a Class 6 Claim will receive cash in the amount of
the holder's pro rata share of the sum of $250,000 plus 25% of any
recovery (net of counsel fees and other litigation expenses) on
account of the Debtor Causes of Action Unsecured Creditor Fund
received by the Reorganized Debtor through judgment, arbitration
award or settlement. Distributions on account of Class 6 Claims
will be made as follows: (a) the aggregate amount of $150,000 on or
promptly following the Effective Date, plus (b) 10 quarterly
distributions of the aggregate amount of $10,000 each, commencing
April 1, 2018, plus (c) additional distributions from time to time
as soon as practicable following the receipt by the Reorganized
Debtor of any recoveries on account of Debtor Causes of Action. As
to any disputed claim, any scheduled distribution will be made only
after the disputed claim becomes a Class 6 Claim.
A copy of the Third Amended Disclosure Statement is available at:
http://bankrupt.com/misc/paeb16-17922-152.pdf
As reported by the Troubled Company Reporter on June 27, 2017, the
Debtor filed with the Court a second amended disclosure statement
in connection with its second amended Chapter 11 plan, which added
minor changes to the treatment of Class 6 general unsecured
creditors. It asserts that holders of Class 6 Allowed General
Unsecured Claims (estimated at approximately $730,000) would be
paid, in cash, their pro rata share of payments in the total amount
of $260,000 to be made by NewCo as follows: NewCo would fund an
initial payment in the amount of $160,000 on or promptly after the
Effective Date, which funds would be distributed on a pro rata
basis; thereafter, NewCo would fund four additional semi-annual
payments each in the amount of $25,000, which would also be
distributed on a pro rata basis on (i) Jan. 2, 2018, (ii) July 1,
2018, (iii) Jan. 2, 2019 and (iv) July 1, 2019. These payments
would be in full satisfaction, settlement and release of, and in
exchange for the Allowed Class 6 General Unsecured Claims. The
estimated percentage recovery for Class 6 Claims was 35%.
About DeVal Corporation
DeVal Corporation filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 16-17922) on Nov, 11, 2016. The petition was signed by
Dominic Durinzi, president. The case is assigned to Judge Ashely
M. Chan.
The Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing. The Debtor is represented by
Robert M. Greenbaum, Esq., and David B. Smith, Esq., at Smith Kane
Holman, LLC. Michael C. Lingerman, CPA, LLC, serves as accountant
to the Debtor.
DIOCESE OF NEW ULM: Exclusive Plan Filing Deadline Moved to Oct. 29
-------------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota has extended, at the behest of The Diocese of
New Ulm, the period within which the Debtor has the exclusive right
to file a Chapter 11 plan until Oct. 29, 2017, and the exclusive
period in which the Debtor may obtain acceptances of the plan until
Dec. 28, 2017.
As reported by the Troubled Company Reporter on June 21, 2017, the
Debtor sought the extension, saying that the status of this case
and the factors identified support the conclusion that an extension
of the exclusivity period and solicitation period is warranted in
the Debtor's case, including because the Debtor actively sought the
appointment of a mediator and a court order for mediation, which
the Debtor hopes will result in a negotiated, consensual framework
for a plan. Mediation has been ordered, but not yet commenced.
Absent the requested extension, the 120-day exclusive period for
filing a plan would expire prior to the mediation taking place,
which could force the Diocese to prematurely prepare a plan without
the benefit of the mediation procedure and its forum for
negotiations with key parties.
About Diocese of New Ulm
The Diocese of New Ulm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3,
2017. The petition was signed by Monsignor Douglas L. Grams, vice
general. The case is assigned to Judge Robert J. Kressel.
At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of less than $50,000.
James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the
Debtor's legal counsel.
DN REAL ESTATE: Hires Virgent Realty as Real Estate Broker
----------------------------------------------------------
DN Real Estate Services & Acquisitions, LLC, seeks authority from
the U.S. Bankruptcy Court for the Northern District of Georgia to
employ Virgent Realty, as real estate broker to the Debtor.
DN Real Estate requires Virgent Realty to:
a) assist the Debtor in preparing the Properties for showings
to prospective purchasers;
b) market the Properties for sale;
c) prepare on behalf of the Debtor the necessary agreements
and documents to effectuate the sale of the Properties; and
d) perform all other related real estate broker services for
the Debtor which may be reasonably necessary in connection
with the sale of the Properties.
Virgent Realty will be paid based upon its normal and usual
commission.
All compensation paid to Virgent Realty is to be paid from funds at
closing on the sale of the Properties.
Jude Rasmus, partner of Virgent Realty, 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.
Virgent Realty can be reached at:
Jude Rasmus
VIRGENT REALTY
75 5th Street NW
Atlanta, GA 30308
Tel: (770) 321-1350
About DN Real Estate Services &
Acquisitions, LLC
DN Real Estate Services & Acquisitions, LLC filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ga. Case No. 17-55587) on March
28, 2017. The petition was signed by Cortney Newmans, member. The
Debtor disclosed total assets of $937,964 and total liabilities of
$1.12 million. Slomka Law Firm represents the Debtor as counsel.
DORADO COMMUNITY: Edna Diaz De Jesus Appointed PCO
--------------------------------------------------
Acting United States Trustee, Guy G. Gebhardt, filed a Notice of
Appointment before the U.S. Bankruptcy Court for the District of
Puerto Rico naming Edna Diaz De Jesus as the Patient Care Ombudsman
for Dorado Community Health, Inc.
Edna Diaz De Jesus can be reached at:
Edna Diaz De Jesus
PROCURADORA INTERINA DEL PACIENTE
Oficina del Procurador del Paciente
PO Box 11247
San Juan, Puerto Rico 00910-2347
Tel.: (787) 977-0909
Fax: (787) 977-0915
Emails: ediaz@opp.gobierno.pr
qsoto@opp.gobierno.pr
yramos@opp.gobierno.pr
About Dorado Community Health, Inc.
Dorado Community Health Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Jaime Rodriguez Perez, Esq. at Hatillo Law
Office.
The Debtor hired Fuertes & Fuertes Law Office, as counsel; and
Julio Borges-Alvarado, as accountant.
EDIFICE GROUP: Wants to Use Csh Collateral Until Dec. 31
--------------------------------------------------------
The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia has entered a final order authorizing
Edifice Group, Inc.'s limited use of cash collateral that is
alleged to be subject to security interests and liens in favor of
Fifth Third Bank, Padco Financial Services, and Monroe Capital
Management Advisors, successor to Channel Partners Capital for the
period commencing June 15, 2017, and ending on the sooner to occur
of (a) confirmation of a plan, (b) Dec. 31, 2017, or (c) the
occurrence of an event of default.
The occurrence or existence of any one or more of these events or
conditions will constitute an event of default: (i) the conversion
or dismissal of the case; (ii) the appointment of a trustee or an
examiner with expanded powers in the case; or (iii) the Debtor's
failure to comply with the court order.
As partial adequate protection of their interests, the Lenders will
be granted a continuing, additional replacement lien and security
interest in and to all of the now existing or hereafter arising or
after-acquired assets of Debtor to the same extent and priority and
of the same kind and nature as such Lenders had in and to the
collateral and cash collateral as of the Petition Date.
As additional adequate protection, beginning on June 20, 2017, and
continuing on a like day of every month thereafter, the Debtor will
pay to Fifth Third an amount equal to one month's interest at the
non-default rate provided under the loan documents between the
Debtor and Fifth Third.
Padco is authorized to apply the amounts the Debtor deposited with
Padco totaling $2,464 to its indebtedness.
The Interim Order is available at:
http://bankrupt.com/misc/ganb17-59367-30.pdf
As reported by the Troubled Company Reporter on June 5, 2017, the
Debtor sought interim authorization from the Court for the use of
the cash collateral in the ordinary course of its business for
payment of operational expenses and administrative expenses in
accordance with the Budget, through the date the Court holds a
hearing on final approval of the Debtor's use of cash collateral.
The Debtor is indebted to Fifth Third in the approximate amount of
$96,359. Fifth Third asserts a security interest and lien on
substantially all assets of Debtor to secure its debt, including
receivables, the proceeds of which constitute cash collateral.
The Debtor is also indebted to Padco Financial in the approximate
amount of $47,207. Padco Financial asserts a purchase money
security interest in software and intellectual property purchased
by Debtor and financed by Padco Financial, the proceeds of which
constitute cash collateral.
In addition, the Debtor is indebted to Monroe Capital in the
approximate amount of $6,089. Monroe Capital asserts a security
interest and lien on substantially all assets of Debtor to secure
its debt, including receivables, the proceeds of which constitute
cash collateral.
To provide Fifth Third, Padco Financial, and Monroe Capital
adequate protection in connection with the use of cash collateral
during the Interim Period, the Debtor agrees, subject to approval
of the Court, to grant Fifth Third, Padco Financial, and Monroe
Capital, a lien pursuant on and in all of the Debtor's property to
the same extent and priority and of the same kind and nature as
creditors had in and to the collateral and cash collateral as
of the Petition Date.
About Edifice Group
Edifice Group, Inc., was formed in 2005 with a focus on digital
direct marketing. Its clients include Fortune 500 and 1000
companies in banking, financial services, healthcare, retail,
utilities and real estate. Edifice Group is composed of two main
branches, Databilities and Edifice Automotive. In building its
enterprise email delivery platform and database, the Company has
become a Microsoft partner and an Acxiom strategic partner.
Edifice Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
17-59367), on May 30, 2017. The Debtor is represented by G. Frank
Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A.
No creditors' committee, trustee or examiner has been appointed.
ELECTRONIC SERVICE: Allowed to Continue Using Cash Until July 12
----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorized Electronic Service Products Corporation
to use up to $33,977 of cash collateral in accordance with a
monthly operating budget until July 12, 2017.
A continued hearing on the use of Cash Collateral will be held on
July 12, 2017 at 10:00 a.m., to allow the Debtor to petition the
Court for a permanent or additional interim Order for the ongoing
use of Cash Collateral.
A full-text copy of the Order, dated June 29, 2017, is available at
https://is.gd/HceyeL
About Electronic Service Products
Founded in 1992, Electronic Service Products Corporation is engaged
in the wholesale distribution of electronic parts and electronic
communications equipment.
Electronic Service Products filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-30704) on May 12, 2017. William Hrubiec, its
president, signed the petition. The Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Ann M. Nevins.
The Debtor is represented by William E. Carter, Esq., at the Law
Office of William E. Carter, LLC.
ERIE STREET: Unsecureds to be Paid in Full Through R2 Financing
---------------------------------------------------------------
Erie Street Investors, LLC, and its affiliated debtors, filed with
the U.S. Bankruptcy Court for the Northern District of Illinois a
combined plan of reorganization and disclosure statement dated June
21, 2017.
Class 3 Allowed Claims of General Unsecured Claims will be paid in
cash in full on the Effective Date through financing from R2
Capital LLC, and if necessary, funds currently and prospectively in
the Debtors' estates as a result of the collection of rent.
The Plan proposed by the Debtors pays 100% of all claims of
creditors and membership interests in each of the Debtors.
Consents have been obtained from each of the members in each of the
entities to a buy-out of their interests by entities controlled by
Arthur Holmer. The sources of funding for the Debtors' Chapter 11
Plan will be refinancing provided by R2 Capital and T2, funds which
exist in the Debtors' estates as of confirmation, and an additional
$1 million contribution by Mr. Holmer, funded by R2 Capital to Mr.
Holmer personally, and secured by non-debtor assets.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb17-10554-133.pdf
About Erie Street Investors, LLC
Erie Street Investors, LLC, and several affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Lead Case No.
17-10554) on April 3, 2017. The affiliates are LaSalle Investors,
LLC, WSC Parking Fund I, George Street Investors, LLC, and
Sheffield Avenue Investors, LLC. The cases are jointly
administered. Arthur Holmer, managing member of Weiland Ventures,
LLC, signed the petitions.
Erie Street Investors and LaSalle Investors each disclosed between
$10 million and $50 million in both assets and liabilities. WSC
Parking Fund listed between $1 million and $10 million in both
assets and liabilities.
The cases are assigned to Judge Deborah L. Thorne. The Debtors are
represented by Scott R Clar, Esq., at Crane, Heyman, Simon, Welch &
Clar.
ETERNAL ENTERPRISES: Hires Charmony & Charmony as Special Counsel
-----------------------------------------------------------------
Eternal Enterprises, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Connecticut to employ Charmoy & Charmoy,
as special counsel to the Debtor.
Eternal Enterprises requires Charmoy & Charmoy to:
a. appeal the Bankruptcy Court's decision of June 5, 2017;
b. appeal the Bankruptcy Court's decision denying Debtor's
Amended Motion to Sell of June 6, 2017; and
c. represent the Debtor in appeal of Eternal Enterprise, Inc.
vs. Hatford Holdings, LLC, Case No. 3:17-cv-00872-MPS.
Charmoy & Charmoy will be paid a retainer in the amount of
$25,000.
Charmoy & Charmoy will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Scott M. Charmoy, member of Charmoy & Charmoy, 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.
Charmony & Charmony can be reached at:
Scott M. Charmoy, Esq.
CHARMOY & CHARMOY
1700 Post Road, Suite C-9
Fairfield, CT 06824
Tel: (203) 255-8100
About Eternal Enterprises, Inc.
Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--
was founded in 1997 for the purpose of managing and owning low
income apartment buildings in Hartford, Connecticut. Since its
inception, Eternal has been a family business primarily operated by
spouses, Vera Mladen and Dusan Mladen, and their son, Goran
Mladen.
Eternal Enterprises, which owns and manages eight properties
located in Hartford, Connecticut, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. Vera
Mladen, president, signed the petition.
Judge Ann M. Nevins presides over the case.
Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the
Debtor, while Greene Law, PC, and Charmoy & Charmoy, act as special
counsel. Lakeshore Realty has been tapped as broker to the Debtor.
The Debtor estimated assets at $50,000 to $100,000 and debt at $1
million to $10 million at the time of the Chapter 11 filing.
* * *
On Feb. 8, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization. The Plan proposes
to pay general unsecured creditors in full in cash.
EXELA TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Irving, Texas-based Exela Technologies. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $100 million revolving credit facility due 2022,
$350 million senior secured term loan due 2023, and $1.0 billion
senior secured notes due 2023. The '3' recovery rating on the
senior secured facilities indicates S&P's expectation for
meaningful (50% to 70%; rounded estimate: 60%) recovery in the
event of payment default.
The rating on Exela reflects S&P-adjusted leverage in the high-6x
area immediately following the merger and S&P's forecast for
adjusted leverage to fall to around 6x over the next 12 to 18
months. S&P-adjusted leverage includes $275 million of preferred
equity, which S&P views as debt because of the incentive for the
owners to replace this capital with debt. The rating also reflects
S&P's view of the mature but critical type of businesses that the
combined company will operate. S&P views both business process
outsourcing (the BPO business run by SourceHOV) and document
process outsourcing (the DPO business run by Novitex) services as
highly competitive, volatile, and subject to price competition.
The stable outlook reflects S&P's expectation that Exela
Technologies will successfully complete the merger of SourceHOV and
Novitex and generate positive free cash flow and adequate liquidity
over the near term.
S&P could lower the rating if operating performance deteriorates or
the company exhibits a more aggressive financial policy with
additional debt-financed acquisitions or shareholder returns, such
that S&P-adjusted leverage increases to above 7x or free cash flow
to debt drops to the low-single-digit area.
Although unlikely over the next 12 months, S&P could consider an
upgrade over the longer term if the company successfully executes
the merger and S&P believes that the company is committed to
maintaining leverage under the mid-4x area.
EXODUS FITNESS: Hires Estrella LLC as Attorney
----------------------------------------------
Exodus Fitness, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Estrella, LLC, as
attorney to the Debtor.
Exodus Fitness requires Estrella LLC to represent the Debtors in
the Chapter 11 bankruptcy proceedings.
Estrella LLC will be paid at these hourly rates:
Attorney $200
Paralegal $75
Estrella LLC will be paid a retainer in the amount of $6,717.
Estrella LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul James Hammer, member of Esrella, 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.
Estrella LLC can be reached at:
Paul James Hammer, Esq.
ESRELLA, LLC
PO Box 9023596
San Juan, PR 00902
Tel: (787) 977-5050
Fax: (787) 977-5090
E-mail: phammer@estrellll
About Exodus Fitness, Inc.
Exodus Fitness Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 17-03541) on May 22, 2017, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Paul James Hammer, Esq., at Esrella, LLC.
EZRA HOLDINGS: Wants Nov. 13 Exclusive Plan Filing Deadline
-----------------------------------------------------------
Ezra Holdings Limited, et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to extend the exclusive periods
in which to file a Chapter 11 plan to Nov. 13, 2017, and solicit
acceptance to Jan. 12, 2018.
A hearing on the Debtors' request is set for July 31, 2017, at
10:00 a.m. (prevailing Eastern Time). Objections to the request
must be filed by July 24, 2017, at 4:00 p.m. (prevailing Eastern
Time).
Absent the extension, the Exclusive Filing Period is slated to
expire on July 16, 2017, and the Exclusive Solicitation Period on
Sept. 14, 2017.
The Debtors inform the Court that since the Petition Date, they
have efficiently and successfully managed their estates and made
progress in these Chapter 11 cases. Development of a Chapter 11
plan requires addressing the Debtors' complex capital structure and
the need to review and understand which of the Debtors and their
respective affiliates may add value to an exit strategy. The
Debtors have met with potential lenders and investors, but to date
none of those discussions resulted in a definitive offer. Given
the challenges facing the oil and gas industry in Singapore as well
as the Debtors' business as a service provider for other entities,
this process continues but requires more time. In the meantime, in
the three months these Chapter 11 cases have been pending, the
Debtors have, inter alia:
-- secured first-day relief to continue operating their
businesses including authorization (i) to continue using
the existing cash management system, (ii) to implement a
critical vendor program to stabilize the Debtors' supply
chain; (iii) to pay certain necessary tax and employee-
related obligations;
-- filed the Debtors' schedules of assets and liabilities,
statements of financial affairs as well as the first
three monthly operating reports;
-- commenced disposition of non-core de minimis assets;
-- started negotiations with customers to determine
strategic options;
-- obtained court-approval for the establishment of a claims
bar date; and
-- commenced and resolved an adversary proceeding to enforce
the automatic stay in connection with collection
litigation commenced by a creditor in Singapore.
Going forward, the Debtors intend to maintain speed and efficiency
in these Chapter 11 cases as they work to formulate a Chapter 11
plan; however, the Debtors are mindful of the time required to
continue to evaluate their assets, explore potential interest from
investors, lenders and even acquirers, as well as to conduct an
analysis of claims filed. Ezra Holdings' primary assets relate to
its interests in its various operating business divisions, each of
which has its own complicated corporate and capital structures; the
other Debtors' assets relate primarily to supporting these
affiliates and, as such, are intimately tied to affiliates.
The Debtors have started the process of evaluating all of these
components to maximize value for their various stakeholders, but
such an endeavor is inherently complex and time-consuming. The
Debtors require sufficient time to consider plan structure
alternatives and the financial implications of each so that the
resulting plan serves the best interests of the Debtors and their
creditors.
The Debtors continued payment of their post-petition obligations,
including quarterly fees to the U.S. Trustee, as they become due
also supports an extension of the Debtors' Exclusive Periods. The
Debtors have sufficient short-term liquidity and are paying their
bills as they become due in the ordinary course of business.
Through prudent business decisions and cash management, the Debtors
believe they will have sufficient resources to meet their required
post-petition payment obligations and manage their businesses
effectively through the effective date of a plan.
About Ezra Holdings
Founded in 1992, Ezra Holdings Limited --
http://www.ezraholdings.com/-- is an offshore contractor and
provider of integrated offshore solutions to the global oil and gas
industry. Ezra is incorporated in Singapore with its registered
office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316.
Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and
moved to the Mainboard of the Singapore Exchange since Dec. 8,
2005. It also issued certain notes (S$150,000,000 4.875% Notes due
2018 comprised in Series 003) which have been listed on the
Singapore Exchange since 2013.
Ezra established and maintains an office in the United States
located at 75 South Broadway, Fourth Floor, Office Number 489,
White Plains, New York 10601. Ezra also has a wholly owned New
York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in
the United States of America with 200 shares at a nominal issue
price per share.
EMITS, a wholly owned subsidiary of Ezra, provides supporting
information technology services to each of the Ezra Group's
business divisions. Ezra Marine, another wholly owned subsidiary
of Ezra, has a leasehold interest in the marine base in Singapore
located at 51 Shipyard Road, Singapore 628139 and leases out the
base's facilities and provides various support services in
connection with the marine base to the Ezra Group's operating
entities.
Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd.
and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on
March 18, 2017, before the Honorable Robert D. Drain.
Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the
Debtors' Chapter 11 counsel. The Debtors tapped as general
Singapore counsel Drew & Napier LLC; and claims and noticing agent,
Prime Clerk LLC.
Ezra Holdings estimated $500 million to $1 billion in assets and
$100 million to $500 million in liabilities. The petitions were
signed by Tan Cher Liang, director.
The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and
certain of its affiliate companies filed voluntary Chapter 11
petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27,
2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been
placed under members' voluntary liquidation in Norway.
Ezra guaranteed substantial charter hire liabilities of the ECS
Group, as well as certain loans owed by the ECS Group to financial
institutions, Ezra faces potentially significant contingent
liability if the creditors call on the guarantees.
Ezra received statutory demands from Svenska Handelsbanken AB
(Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017,
and Feb. 6, 2017, respectively. These statutory demands have since
expired under Singapore law and these two creditors may commence
winding up applications against Ezra. Ezra also received a
statutory demand from VT Halter Marine, Inc. on March 9, 2017.
FABRICA DE BLOQUES: July 31 Plan Confirmation Hearing
-----------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved Fabrica de
Bloques Vega Baja, Inc.'s disclosure statement dated June 16, 2017,
referring to the Debtor's plan of reorganization.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on July 31, 2017, at 10:00 a.m.
Any objection to the final approval of the Disclosure Statement and
the confirmation of the Plan must be filed on or before 10 days
prior to the date of the hearing on confirmation of the Plan.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 10 days prior to the date of
the hearing on confirmation of the Plan.
As reported by the Troubled Company Reporter on June 27, 2017, the
Debtor filed with the Court a small business disclosure statement
describing their plan of reorganization, dated June 15, 2017,
proposing that Class 3 Unsecured Creditors claims receive a
distribution of 0% of their allowed claims.
About Fabrica De Bloques Vega Baja
Fabrica De Bloques Vega Baja, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-00965) on Feb.
15, 2017. The petition was signed by Rafael Ivan Casanova Tirado.
MRO Attorneys at Law, LLC, represents the Debtor as its legal
counsel.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.
FINTUBE LLC: Wants to Obtain $800K Financing, Use Cash Collateral
-----------------------------------------------------------------
Fintube, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Oklahoma to use the cash collateral,
and to obtain postpetition financing from BOKF, N.A., d/b/a Bank of
Oklahoma, in an amount up to $800,000.
The Debtor seeks immediate authority to use the cash collateral for
working capital and ordinary course business. Bank of Oklahoma as
the holder of the first priority lien in and to the collateral has
consented to the Debtor's use of cash collateral. The Debtor
claims that without the immediate use of cash collateral, the
Debtor and its bankruptcy estate, as well as its creditors,
customers and other constituent panties in interest, will suffer
immediate and irreparable harm.
Given the Debtor's current financial condition, the Debtor is
unable to operate by using only cash collateral. Moreover, the
Debtor is unable to obtain unsecured credit allowable as an
administrative expense.
Because of the fact that Bank of Oklahoma is secured by all, or
substantially all, of the assets of the Estate, the Debtor will not
be able to obtain postpetition financing from another source
without granting liens and mortgages as security therefor which
would prime the interests of Bank of Oklahoma, to which Bank of
Oklahoma does not consent. The Debtor represents, however, that
Bank of Oklahoma is agreeable to furnish the Debtor with
postpetition financing.
The Debtor's total cash requirement from June 16, 2017 through
Sept. 1, 2017 totaled approximately $1,791.
The Debtor is indebted to Bank of Oklahoma under the Prepetition
Loan Documents, and as of the Petition Date, such liability to Bank
of Oklahoma was at least $4,095,109.
Bank of Oklahoma asserts that (a) the Prepetition Indebtedness is
secured by a valid, properly perfected and enforceable liens and
security interests granted by the Debtor to Bank of Oklahoma upon
and in the Prepetition Collateral; (b) the liens held by Bank of
Oklahoma securing the Prepetition Indebtedness are senior to all
other security interests in the Prepetition Collateral; and (c) the
claims, liens and security interests held by Bank of Oklahoma may
not be avoided or set aside.
The Debtor proposes to provide Bank of Oklahoma with replacement
liens, superpriority administrative claims and other adequate
protection for the Debtor's use of cash collateral including
modifying the automatic stay.
To secure the postpetition financing, the Debtor will provide Bank
of Oklahoma liens in substantially all of the Debtor's prepetition
and postpetition assets, and a priority administrative claim to
provide additional security for postpetition financing.
A full-text copy of the Debtor's Motion, dated June 27, 2017, is
available at https://is.gd/qMjSVo
Fintube LLC's attorneys:
Sam G. Bratton II, Esq.
J. Patrick Mensching, Esq.
DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P.
Williams Center Tower II
Two West Second St., Suite 700
Tulsa, Oklahoma 74103
Telephone (918) 582-1211
Facsimile (918) 591-5360
E-mail: sbratton@dsda.com
pmensching@dsda.com
About Fintube LLC
Fintube, LLC, is a Delaware limited liability company engaged in
the business of engineering and manufacturing welded, extended
surface tubing and designing and fabricating heat recovery systems
for a worldwide market. Fintube has been in business for over fifty
years. Its primary facilities are located in Tulsa, Oklahoma.
Fintube filed a Chapter 11 petition (Bankr. N.D. Okla. Case No.
17-11274) on June 27, 2017. The Debtor is represented by attorneys
at Doerner, Saunders, Daniel & Anderson, L.L.P.
The United States Trustee has not appointed an Official Committee
of Unsecured Creditors in this case. No request has been made for
the appointment of a trustee or examiner.
FIRST PHOENIX-WESTON: Sabra Wants Michael Polsky as Plan Agent
--------------------------------------------------------------
Sabra Phoenix Wisconsin, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Wisconsin a second amended disclosure
statement dated June 19, 2017, for the second amended plan of
reorganization dated June 19, 2017, for First Phoenix-Weston, LLC.
Under the Sabra Plan, Class 4 DIP Loan Claims will be paid 100% on
the Effective Date. Under the Debtor's proposed plan, the claims
will be paid 100% within two years of the Effective Date.
The Class 4 DIP Loan Claims under Sabra Plan for Weston are
estimated at $650,000. The Class 4 DIP Loan Claims under Sabra
Plan for FPG are estimated at $500,000.
The Plan proposes to appoint Michael S. Polsky as the plan agent.
On the Confirmation Date, the Plan Agent shall act as agent for and
manage all right, title and interests of the Debtors' estates,
their businesses and their property with sole and absolute
authority to: (1) administer the tangible and intangible assets of
Weston and FPG, including but not limited to all of the Debtors'
licenses and certifications, during the interim period; (2) operate
Weston and FPG's businesses during the Interim Period; (3) provide
consent to the DHS and CMS to review license or certification
applications submitted by the FPG Purchaser and the Weston
Purchaser; (4) conduct the Weston Auction and the FPG Auction; (5)
wind down the affairs of Weston and FPG; and (6) carry out all
other duties and responsibilities described in the plan agent
agreement, including, without limitation, requesting plan
modification(s), requesting that either of the Chapter 11 cases be
converted to Chapter 7 proceedings, and requesting court approval
of supplemental auction procedures, and accessing, modifying, and
otherwise controlling Debtors' bank accounts including Debtors'
electronic fund transfer accounts. The Plan Agent will be
authorized to operate the Facility on the Confirmation Date.
The Plan Agent may employ one or more professionals as the Plan
Agent deems necessary during and after the interim period, and will
engage the manager to manage and operate the Debtors' businesses
during the interim period. The manager will be Health Dimensions
Group, a senior living and health care management consulting firm
based in Minnetonka, Minnesota, operating skilled nursing, assisted
living, and memory care facilities as well as providing services
for over 20 years. Health Dimensions has the expertise to operate
facilities that deliver high levels of care as well as manage the
regulatory and reimbursement environment of skilled nursing
operations. It has also been successful at taking over and turning
around skilled nursing facilities and senior housing properties
that were performing poorly and had experienced regulatory issues.
Sabra brought Health Dimensions in to turn around and operate a
skilled nursing project in the Minneapolis area that had
encountered multiple issues. Health Dimensions is familiar with
Weston and FPG, having been brought in as a consultant by prior
ownership shortly after Browns Living, L.L.C., terminated its
management agreement. The Debtors have disclosed that Health
Dimensions Group holds a Claim against Weston in the amount of
$72,851.
The Plan proposes to sell all of the assets of Weston through an
auction to be conducted by the Plan Agent, an independent
third-party.
Through the Plan, Sabra submitted an opening bid for the Weston
Assets pursuant to which Sabra will purchase the Weston Assets by
$13 million credit bid of the Allowed Sabra Claim, and will assume
the claim liabilities described in Articles II and IV of the Plan
pursuant to the Weston Asset Purchase Agreement to be filed as a
supplemental plan document.
The Plan also proposes to sell all the assets of FPG through an
auction to be conducted by the Plan Agent. Through the Plan, Sabra
submitted an opening bid for the FPG Assets pursuant to which Sabra
will purchase the FPG Assets for the dollar amount equal to the sum
of the FPG Assumed Liabilities, in accordance with the FPG Asset
Purchase Agreement to be filed as a Supplemental Plan Document.
The Court has scheduled a hearing to consider confirmation of the
Plan on Aug. 28, 2017, at 9:00 a.m. The Court has directed that
(i) ballots be returned to counsel for Sabra on or before July 24,
2017, and (ii) objections, if any, to confirmation of the Plan be
served and filed with the Court on or before July 24, 2017.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/wiwb16-12820-357.pdf
As reported by the Troubled Company Reporter on April 12, 2017, the
Debtor filed with the Court a first amended disclosure statement
dated April 3, 2017, referring to the first amended plan of
reorganization for the Debtors, dated April 3, 2017. Under that
plan, Class 8 Unsecured Insider Claims -- totaling $2,142,039 --
would recover 50% over seven years, 8% interest upon allowance of
claim, subject to increase in the event of an FPG & LCD, L.L.C.
overbid.
About First Phoenix-Weston
First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in
2010 to organize, develop, and manage an assisted living and
skilled nursing care facility near three major regional hospitals
in Central Wisconsin including St. Clare's Hospital, which is just
a block away. The Facility combines an assisted living facility
together with a skilled nursing facility in a resort-like
atmosphere for its patients. The business is commonly known as the
"Stoney River" assisted living and rehab. The Facility is
comprised of two integrated businesses: a 35-unit skilled nursing
rehabilitation center (commonly referred to as the skilled nursing
facility, or "SNF"), and a 60- unit assisted living facility (the
"ALF").
First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and
16-12821) on Aug. 15, 2016. The petitions were signed by Philip
Castleberg, as part-owner. The Debtors estimate assets and
liabilities in the range of $10 million to $50 million. Michael
Best & Friedrich LLP serves as counsel to the Debtors.
FIRSTRAIN INC: Unsecureds to Recoup Up to 100% Under Plan
---------------------------------------------------------
FirstRain, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a disclosure statement dated June 19, 2017,
for the Debtor's plan of reorganization.
Class 4 General Unsecured Claims -- estimated at $695,077 -- are
impaired by the Plan. The holders are expected to recover up to
100% (but in all events exclusive of any post-petition interest).
The prior plan provides that holders of Class 4 General Unsecured
Claims -- estimated at $695,077 -- are expected to recover 100%
(but in all events exclusive of any postpetition interest).
The deadline to vote on the Plan is July 21, 2017 (Eastern Time).
The Disclosure Statement is available at:
http://bankrupt.com/misc/deb17-11249-69.pdf
About FirstRain Inc.
Headquartered in San Mateo, California, FirstRain, Inc. --
http://www.firstrain.com/-- is an enterprise software company
whose core IP is in data science and software algorithms that can
discover, read, discern and summarize useful insights about
companies and markets from a vast universe of content across the
global web and social media. FirstRain offers marketing, sales,
financial, and enterprise intelligence and integration services to
customers in the United States and India. FirstRain Inc. has a
wholly owned subsidiary in India, FirstRain Software Centre Private
Limited ("FirstRain India"), that provides support and development
services to the Debtor (its sole customer) on a cost plus basis.
FirstRain, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 17-11249) on June 5, 2017. Vivie Lee, chief
executive officer, signed the petition. At the time of the filing,
the Debtor estimated its assets and liabilities at $1 million to
$10 million.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped Wilson Sonsini Goodrich & Rosati, PC, as
corporate counsel, and JND Corporate Restructuring as claims and
noticing agent.
On June 5, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
FOUNDATION HEALTHCARE AFFILIATES: $1.3M Sale of FDNH Shares Okayed
------------------------------------------------------------------
Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Foundation Healthcare Affiliates,
L.L.C.'s sale of shares in Foundation Healthcare, Inc., to First
Chicago Financial, LLC, for $1,250,000.
The Debtor entered into an Asset Purchase Agreement (the "Stalking
Horse APA") to sell 9 million of the 11.45 million shares of common
stock it holds in Foundation Healthcare, Inc. (the "FDNH Stock"),
to First Chicago Financial, LLC (the "Stalking Horse Bidder") in
exchange for a cash offer of $1,250,000, subject to higher and
better offers,
The Debtor has proposed a plan of reorganization that provides for
the liquidation of the Debtor's assets until all allowed claims are
paid in full. The sale of the FDNH Stock will allow the Debtor to
pursue and implement that plan.
All holders of first priority liens in the FDNH Stock have
consented to and support the sale.
The sale is free and clear of all liens, claims, and encumbrances.
According to the Sale Order, the Debtor and Purchaser will have no
obligation to close the transactions contemplated in the Asset
Purchase Agreement except as is contemplated and provided for in
the Asset Purchase Agreement; provided, however, that the Debtor
must seek further order of the Court to further extend the deadline
to close the transactions contemplated beyond July 31, 2017.
Despite any provisions in the Asset Purchase Agreement or the Order
to the contrary, the proceeds of sale will not be paid or
distributed to Chihuahua Development, LLC unless authorized by the
Court, after notice and opportunity for hearing. The Debtor, its
bankruptcy estate, and all creditors and parties in interest with
standing, reserve any and all objections to the lien and claim
asserted by Chihuahua.
The Order does not in any way prejudice Stone Oak-Villages 601,
LLC's right to seek to convert and/or dismiss the chapter 11 case
in the event that the Debtor fails to timely close the transaction
approved by July 31, 2017.
About Foundation Healthcare Affiliates
Edmond, Oklahoma-based Foundation Healthcare Affiliates, L.L.C.,
was founded in 1996 as a development and management company with a
focus on the development, acquisition, and management of outpatient
surgical facilities and surgical hospitals.
In 2013, Foundation Healthcare Affiliates was involved in a reverse
merger transaction with Graymark Healthcare Inc. (now known as
Foundation Healthcare, Inc.) ("FDNH"), a publicly traded company.
As part of the reverse merger transaction, FHA became a majority
owner of FDNH's stock. FDNH continues to develop and manage
surgical facilities and hospitals. Currently, FHA owns 11,450,000
shares in FDNH.
Edmond, Oklahoma-based Foundation Healthcare Affiliates sought
Chapter 11 protection (Bankr. W.D. Okla. Case No. 16-14226) on Oct.
20, 2016. The petition was signed by Robert Byers, managing
member. The Debtor estimated assets in the range of $0 to $50,000
and debt of $1 million to $10 million.
Judge Sarah A. Hall is assigned to the case.
The Debtor tapped Phillips Murrah P.C., as counsel, with Timothy D.
Kline, Esq. and Clayton D. Ketter, Esq., leading the engagement.
Attorneys for Stone Oak-Villages 601, LLC:
Lydia R. Webb
GRAY REED & MCGRAW LLP
1601 Elm Street, Suite 4600
Dallas, TX 75201
Telephone: (214) 954-4135
Facsimile: (214) 953-1332
E-mail: lwebb@grayreed.com
Attorneys for First Chicago Financial, LLC:
Jeffrey E. Tate
CHRISTENSEN LAW GROUP, P.L.L.C.
The Parkway Building
3401 N.W. 63rd Street, Suite 600
Oklahoma City, Oklahoma 73116
Telephone: (405) 232-2020
Facsimile: (405) 236-1012
E-mail: jeffrey@christensenlawgroup.com
FOUNDATION HEALTHCARE: Taps Donlin Recano as Claims Agent
---------------------------------------------------------
Foundation Healthcare, Inc. and University General Hospital, LLC
seek approval from the U.S. Bankruptcy Court for the Northern
District of Texas to hire Donlin, Recano & Company, Inc. as their
claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance and processing of proofs of claim filed in the Debtors'
Chapter 11 cases.
The hourly rates charged by the firm are:
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Donlin Recano is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael S. Miller
Donlin, Recano & Company, Inc.
6201 15th Avenue
Brooklyn, New York 11219
Tel: (212) 481-1411
About Foundation Healthcare
University General Hospital LLC is a 69-bed health care facility
located at 7501 Fannin Street, Suite 100 Houston, Texas. 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 Inc., a publicly traded Oklahoma corporation,
was in the business of owning and managing facilities which
operated in the surgical segment of the healthcare industry. It 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, doing business as Foundation Surgical
Hospital of Houston, and its affiliate Foundation Healthcare 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.
Judge Russell F. Nelms presides over University General Hospital's
case while Judge 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 disclosed these assets and
liabilities:
Estimated Estimated
Assets Liabilities
--------- -----------
University General $1M-$10M $10M-$50M
Foundation Healthcare $1M-$10M $1M-$10M
University General Hospital, Inc., sought bankruptcy protection
(Bankr. S.D. Tex. Case No. 15-31097). The case was filed on Feb.
27, 2015. Foundation HealthCare completed its acquisition of
University General Hospital in January 2016. Foundation HealthCare
purchased the facility for $33 million in a court-approved sale.
FUNCTION(X) INC: Auditors Quit Over CEO's Alleged Illegal Acts
--------------------------------------------------------------
Function(x) Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it received a letter from
its independent registered public accountants, BDO USA, LLP on June
21, 2017, stating that the firm is resigning as the auditors and
accountants for the Company, effective immediately. Concurrently,
the Company also received a letter from BDO in accordance with
Section 10A(b)(2) of the Securities Exchange Act of 1934, as
amended.
BDO's report on the financial statements for each of the fiscal
years ended June 30, 2015, and June 30, 2016, did not contain an
adverse opinion or disclaimers of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
BDO's report on the financial statements contains an explanatory
paragraph regarding the Company's ability to continue as a going
concern.
In the 10A Letter, BDO advised that on May 12, 2017, through a
phone conversation, the Company's Chief Financial Officer and its
In House General Counsel had made BDO aware of information
indicating that an "illegal act", as that term is defined in
Section 10A of the Exchange Act, may have occurred. BDO stated
that information provided to it at the time of the phone
conversation on May 12, 2017, included insufficiently authorized
cash disbursements from a Company bank account, unexplained
deposits into the same Company bank account, and possible repayment
to the Company's Chairman of the Board, Chief Executive Officer and
controlling shareholder in excess of the amount owed to him under
his line of credit (LOC) to the Company. BDO further stated that
during a subsequent conversation with the CFO, In House General
Counsel and the Company's Audit Committee, it was noticed that the
possible repayment to the CEO in excess of the amount owed to him
by the Company under his Line of Credit was done without proper
approval from the Board and that the cash activity in question also
related to the Company's Series G Preferred Stock private placement
offering.
At BDO's request, the Company and the Audit Committee engaged an
independent law firm to perform an investigation into the matters.
Independent Counsel has provided the Audit Committee and BDO with a
summary of the investigation and their findings. Independent
Counsel's findings included that there were likely illegal acts, as
defined in Section 10A of the Exchange Act, committed by the CEO
and the Company relating to the Series G Offering, including false
and misleading statements in connection with the Series G Offering.
The CEO disputes the findings of the Independent Investigation,
and denies that any willful illegal acts occurred. The CEO has
advised the Company that (a) the foregoing overpayment occurred
because the CEO was misinformed as to the amounts outstanding on
loans the CEO had made to the Company, and (b) the overpayment was
corrected and the funds were promptly returned to the Company on
May 18, 2017. The CEO has informed the Company that the CEO
vehemently disagrees with many of the allegations of the report of
the Independent Investigation, and will respond to those
allegations in due course.
BDO advised the Company, in the 10A Letter, that the findings of
the Independent Investigation materially impact the financial
statements to be issued covering the fiscal period ended March 31,
2017, in the following ways: 1) certain disclosures are required to
be added and improved with respect to the transactions between the
Company and the CEO, the Independent Investigation and the
identification of the likely illegal acts; 2) there is a lack of
disclosure of material weaknesses and other matters noted within
the Resignation Letter; and 3) there may be a material direct
impact to the financial statements to be issued covering the fiscal
period ended March 31, 2017, and the related disclosures as a
result of a $500,000 cash withdrawal executed by the CEO in March
2017, which has not yet been fully investigated by the Audit
Committee. In the Resignation Letter, BDO communicated to the
Audit Committee that the findings of the Independent Investigation
result in a tone at the top that is not appropriate and does not
adequately mitigate risks of the Company for an effective control
environment. In addition, the Resignation Letter states that there
are material weaknesses regarding cash transactions, related party
transactions, and lack of appropriate disclosures, including
disclosures relating to financial reporting regarding the Series G
Offering.
BDO further advised the Company, in the 10A Letter, that BDO does
not believe that there is a possible effect from the illegal acts
on the Company's annual financial statements on Form 10-K for the
year ended June 30, 2016, or on the Company's quarterly financial
statements on Form 10-Q for the periods ended Sept. 30, 2016, and
Dec. 31, 2016.
BDO advised the Company, in the 10A Letter, that the firm is
unwilling to be associated with the consolidated financial
statements as currently drafted by management for the quarterly
reporting period as of and for the period ended March 31, 2017. The
Audit Committee has provided BDO with its planned remedial actions,
and per the 10A Letter received from BDO, the Company was notified
by BDO that they have concluded that the planned remedial actions
are not appropriate. The Company continues to conduct an
investigation into the matters identified in its investigation and
is continuing to analyze these events to determine what remedial
action is required and appropriate.
The Company is currently in the process of seeking to engage a new
accounting firm to perform those duties in which BDO was previously
engaged to perform, including the auditing of the Company's
financial statements. Once the Company has retained a new
accounting firm, the Company will permit BDO to respond fully to
the inquiries of the successor auditors concerning the subject
matter of BDO's Resignation Letter and 10A Letter and any
disagreements.
As a result of the 10A Letter submitted by BDO, on June 22, 2017,
the Company filed with the Securities and Exchange Commission a
notice pursuant to Section 10A of the Exchange Act. In the Notice,
the Company notified the SEC of the Letter received from BDO and
informed the SEC that it was continuing its investigation of the
matter.
As a result of the Independent Investigation, the following
material weaknesses were identified:
Entity Level Controls:
BDO noted that the Registrant's entity level controls, including
senior management's leadership and operating style and the Board of
Directors oversight, did not result in an open flow of information
and communication and do not support an environment where
accountability is valued.
Tone at the Top:
It was noted by Independent Counsel that the CEO was not fully
cooperative during the Independent Investigation and attempted to
obstruct the Independent Investigation. In addition, it was noted
that along with the CEO's false and misleading representations to
the investors in the Series G Offering, it appeared that the CEO
and others administered the Series G Offering without input from
the Registrant's finance department. Various misrepresentations
were noted by Independent Counsel as being made to the Series G
investors resulting in securities laws possibly being violated.
These matters do not set an appropriate tone at the top and do not
adequately mitigate risks of the Company for an effective control
environment.
Cash Transactions:
The Registrant has not designed and implemented, from an
operational standpoint, appropriate controls that operate
effectively to provide reasonable assurance that cash disbursements
are adequately analyzed, reviewed and approved prior to being
released from the Registrant's cash accounts.
Funds were released from a Registrant bank account into an account
held by the CEO at the same financial institution, which were in
excess of a threshold that would have required two approvals prior
to execution. Those amounts totaled $6,100,000. Such approvals
were not obtained prior to release of the funds and because of the
fact that both the Registrant's cash account and the CEO's cash
account are with the same financial institution and are linked
together, operationally the bank did not require two signatures as
per the Registrant's cash disbursement policies.
In addition, it was noted that in March 2017 there had been a
$500,000 cash withdrawal executed by the CEO from the Registrant's
bank account to his personal bank account at first with no
explanation. A subsequent explanation was provided via email but
no supporting documentation was provided to the CFO. Due to the
fact that the CFO was never provided with supporting documentation
regarding this transaction, BDO believes that this transaction
needs to be investigated further by the AC to determine the
appropriateness of the transaction.
The Registrant lacks adequate preventive controls over cash
disbursements and controls in place and documented as policy were
not designed properly. The Registrant's written policies and
procedures with regard to cash transactions were not followed, and
are indicative of a material weakness related to controls
surrounding cash transactions.
Related Party Transactions:
The Registrant has not designed and implemented appropriate
controls to provide reasonable assurance that related party
transactions are reviewed and approved prior to execution of the
transactions, and that they are properly disclosed in periodic
Registrant filings.
Related party transactions with the CEO, including debt related
transactions, require approval from the Board of Directors.
During the course of the Independent Investigation it was noted
that the cash withdrawals that took place as described above were
used to repay the CEO for amounts due from the Registrant under his
LOC to the Registrant. Such transactions would have required
approval from the Board of Directors in connection with the
Registrant's policies and procedures for related party
transactions. Approval from the Board of Directors was not
obtained prior to the execution of the cash withdrawals, and thus
controls over related party transactions were not adhered to.
In addition, it is noted that the Registrant would have been in a
cash overdraft position as of the quarter ended March 31, 2017, if
it were not for an additional borrowing of $250,000 from the CEO
under his LOC. Documentation reviewed by those conducting the
Independent Investigation noted that the Registrant was instructed
by the CEO to repay the $250,000 the day after the quarter ended
March 31, 2017. This transaction and the subsequent repayment was
not disclosed in the draft 10Q (the last draft 10Q reviewed by BDO
received on May 12, 2017, as marked version 12) as a related party
transaction.
The Registrant's policies and procedures with regard to related
party transactions, including execution of such transactions and
disclosures, were not followed and were not designed properly.
Financial Reporting:
During the course of the Independent Investigation it was noted
that there were statements made by the Registrant in 8K filings
dated May 8, 2017 that included false and misleading statements
with regard to the Series G Offering. Those filings reported an
overstated amount of funds raised, failed to accurately disclose
the use of proceeds, and inaccurately described the transactions
related to the investment made by the CEO in the Series G
Offering.
The Registrant's controls related to the review of documents and
disclosures prior to filing to ensure appropriate and accurate
communications to the public were not effective and are indicative
of a material weakness related to controls surrounding the
Registrant's financial reporting.
About Function(x)Inc.
Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company. The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital). The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015.
As of Dec. 31, 2016, Function(x) had $31.80 million in total
assets, $27.94 million in total liabilities and $3.85 million in
total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2016, citing that the Company has suffered recurring
losses from operations and at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
FUNCTION(X) INC: Stockholders Elected Five Directors
----------------------------------------------------
Function(x) Inc. held its 2017 annual meeting of stockholders on
June 22, 2017, at which the stockholders:
(i) elected Frank E. Barnes III, Peter Horan, Michael J.
Meyer, Mitchell J. Nelson and Robert F.X. Sillerman
to serve on the Company's Board of Directors until the
next annual meeting of stockholders and until their
respective successors are duly elected and qualified;
(ii) ratified the appointment of BDO USA, LLC as the Company's
independent registered public accounting firm for the
fiscal year ending June 30, 2017;
(iii) approved, on an advisory basis, the compensation paid to
the Company's named executive officers; and
(iv) advised the Company to hold additional votes on named
executive officer compensation every three years.
About Function(x)Inc.
Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company. The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital). The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
Function(x) incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015.
As of Dec. 31, 2016, Function(x) had $31.80 million in total
assets, $27.94 million in total liabilities and $3.85 million in
total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2016, citing that the Company has suffered recurring
losses from operations and at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
GABRIELLE LAVERNE BROWN: Needs More Staffing Support, PCO Says
--------------------------------------------------------------
Joseph Rodrigues, the Patient Care Ombudsman appointed for
Gabrielle Laverne Brown, dba Sonoma Serenity Home, filed a first
report before the U.S. Bankruptcy Court for the Northern District
of California on June 26, 2017.
According to the report, the local Ombudsman Program conducted one
visit during the reporting period covering May and June. The local
Ombudsman Program had no resident complaints reported during the
visit.
The Ombudsman representative, Kathy Baldassari, also determined
that there are insufficient emergency supplies. She reported that
the facility is on a well and has a generator with a holding tank
in the event of a power failure. During the visit, she noted that
the exit door on the side of the house was unalarmed and unlocked;
the temperature inside the house was 76; and, the medicine cabinet
in the kitchen was unlocked and had the key in it.
Further, the Patient Care Ombudsman recommends that the facility
devote necessary staff and financial resources to provide
appropriate staffing support. The PCO noted that one caregiver
cannot provide adequate care 24 hours a day without any relief.
A full-text copy of the PCO Report is available for free at:
http://bankrupt.com/misc/canb17-10255-49.pdf
Gabrielle Laverne Brown filed a pro se Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10255) on April 6, 2017.
GARBER BROS: Hires Murphy & King as Bankruptcy Counsel
------------------------------------------------------
Garber Bros., Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Murphy & King,
Professional Corporation, as bankruptcy counsel to the Debtor.
Garber Bros. requires Murphy & King to:
a. advise the Debtor with respect to its rights, powers and
duties as a debtor-in-possession in the continued operation
and management of its businesses and properties;
b. represent the Debtor at all hearings and matters pertaining
to its affairs as the Debtor and debtor-in-possession;
c. prepare, on the Debtor's behalf, all necessary and
appropriate applications, motions, answers, orders,
reports, and other pleadings and other documents, and
review all financial and other reports filed in the Chapter
11 case;
d. advise the Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements,
debt and cash collateral orders and related transactions;
e. review and analyze the nature and validity of any liens
asserted against the Debtor's property and advise the
Debtor concerning the enforceability of such liens;
f. advise the Debtor regarding its ability to initiate actions
to collect and recover property for the benefit of its
estate;
g. advise and assist the Debtor in connection with the
potential sale of the Debtor's assets;
h. review and analyze the claims of the Debtor's creditors,
the treatment of such claims and the preparation, filing or
prosecution of any objections to claims;
i. commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtor, protect
assets of the Debtor's Chapter 11 estates; and
j. perform all other legal services and provide all other
necessary legal advice to the Debtor as debtor-in-
possession which may be necessary in the Debtor's
bankruptcy proceedings.
Murphy & King will be paid at its standard hourly rates.
On the petition date, Murphy & King held a retainer of $5,339.96.
The filing fee to convert the bankruptcy case to a Chapter 11
proceeding of $992 was paid from the retainer.
Murphy & King will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Harold B. Murphy, partner of Murphy & King, Professional
Corporation, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates, except as follows:
a. The Debtor has filed an application to employ Argus
Management Corporation as its financial advisors in the
Chapter 11 case. Argus has been retained in matters in
which Argus Management has been or is involved, or in other
cases in which Argus Management has represented other
parties-in-interest, including but not limited to: In re
GPX International Tire Corporation, In re The Ground Round,
Inc., et al., In re Gitto/Global Corporation, In re SW
Boston Hotel Venture LLC, et al., and In re ABC Disposal
Service, Inc., et al.
b. Murphy & King was retained as legal counsel to the Official
Committee of Unsecured Creditors in the case pending in the
District of Massachusetts captioned In re BT Prime, LTD,
case no. 15-10745-FJB. John Haggerty of Argus Management,
has been appointed as liquidating supervisor of the
reorganized Debtor in that case. In connection with his
duties as liquidating supervisor, he retained Murphy & King
as counsel to the reorganized Debtor in that case.
Murphy & King can be reached at:
Harold B. Murphy, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
1 Beacon St
Boston, MA 02108
Tel: (617) 432-0400
About Garber Bros., Inc.
Alleged creditors signed an involuntary Chapter 7 petition for
Garber Bros., Inc. (Bankr. D. Mass. Case No. 17-11802) on May 15,
2017.
The petitioning creditors are BIC USA, Conagra Brands, Inc.,
General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA
The Coca-Cola Company, and The Hershey Company. The petitioning
creditors are represented by Janet E. Bostwick, at Janet E.
Bostwick, P.C.
On June 7, 2017, the Court granted the motion of the Debtor to
convert the case to Chapter 11. (Bankr. D. Mass. Case No.
17-11802). The Debtor hired Murphy & King, Professional
Corporation, as bankruptcy counsel; and Argus Management
Corporation, as financial advisor.
GARBER BROS: Taps Argus Management as Financial Advisor
-------------------------------------------------------
Garber Bros., Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Argus Management
Corporation, as financial advisor to the Debtor.
Garber Bros. requires Argus Management to:
a. monitor the Debtor's use of cash collateral and prepare or
coordinate the preparation of such budgets and reports as
may be required in connection therewith;
b. prepare or coordinate the preparation of schedules and
assets and liabilities of the Debtor as required by the
Bankruptcy Code and Bankruptcy Rules;
c. prepare or coordinate the preparation of monthly operating
reports and such other reports and information as may be
required or requested by the Bankruptcy Code and Bankruptcy
Rules for use by the U.S. Trustee;
d. assist in any negotiations with creditors or taxing
authorities; and
e. perform such other professional services as may be
requested by the Debtor.
Argus Management 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.
John Haggerty, principal of Argus Management Corporation, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates,
except as follows:
a. The Debtor has filed an application to employ Murphy &
King, Professional Corporation as its counsel in the
Chapter 11 case. Argus has been retained in matters in
which Murphy & King has been or is involved, or in other
cases in which Murphy & King has represented other parties-
in-interest, including but not limited to: In re GPX
International Tire Corporation, In re The Ground Round,
Inc., et al., In re Gitto/Global Corporation, In re SW
Boston Hotel Venture LLC, et al., and In re ABC Disposal
Service, Inc., et al.
b. Murphy & King was retained as legal counsel to the Official
Committee of Unsecured Creditors in the case pending in the
District of Massachusetts captioned In re BT Prime, LTD,
case no. 15-10745-FJB. John Haggerty has been appointed
as liquidating supervisor of the reorganized Debtor in that
case. In connection with his duties as liquidating
supervisor, he retained Murphy & King as counsel to the
reorganized Debtor in that case.
Argus Management can be reached at:
John Haggerty
ARGUS MANAGEMENT CORPORATION
15 Keith Hill Road
Grafton, MA 01519
Tel: (508) 838-1828
About Garber Bros., Inc.
The petitioning creditors are BIC USA, Conagra Brands, Inc.,
General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA
The Coca-Cola Company, and The Hershey Company. The petitioning
creditors are represented by Janet E. Bostwick, at Janet E.
Bostwick, P.C.
On June 7, 2017, the Court granted the motion of the Debtor to
convert the case to Chapter 11. (Bankr. D. Mass. Case No.
17-11802). The Debtor hired Murphy & King, Professional
Corporation, as bankruptcy counsel; and Argus Management
Corporation, as financial advisor.
GASTAR EXPLORATION: Is Added to The Russell 2000 Index
------------------------------------------------------
Gastar Exploration Inc. has become a member of The Russell 2000
Index, which was reconstituted effective at market close on Friday,
June 23rd. In order to maintain indexes that are representative of
global equity markets, Russell annually rebalances the entire
Russell family of indexes.
All Russell US Indexes are subsets of the Russell 3000 Index, which
includes the large cap Russell 1000 Index and small cap Russell
2000 Index. Russell is a source for index data and a default
reference for investors all around the world and are widely used by
investment managers and institutional investors as benchmarks for
both passive and active investment strategies. The Russell US
Indexes are designed as the building blocks of a broad range of
financial products, such as index tracking funds, derivatives and
Exchange Traded Funds (ETFs), as well as being performance
benchmarks.
For more information about the Russell US Indexes, please visit
http://www.ftse.com/products/indices/russell-us
About Gastar Exploration
Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is an independent energy company engaged
in the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States. Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.
Gastar reported a net loss attributable to common stockholders of
$103.5 million on $58.25 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $474.0 million on $107.3 million of total revenues
for the year ended Dec. 31, 2015.
The Company's balance sheet as of Dec. 31, 2016, showed $300.2
million in total assets, $440.6 million in total liabilities and a
total stockholders' deficit of $140.4 million. As of March 31,
2017, Gastar had $362.96 million in total assets, $404.33 million
in total liabilities and a total stockholders' deficit of $41.36
million.
* * *
In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate
credit rating, with a negative outlook, on Gastar Exploration.
Subsequently, S&P withdrew all its ratings on Gastar at the
issuer's request.
In April 2017, Moody's Investors Service has withdrawn all assigned
ratings for Gastar Exploration, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.
GASTAR EXPLORATION: Six Proposals Approved at Annual Meeting
------------------------------------------------------------
Gastar Exploration Inc. held its 2017 annual meeting of
stockholders on June 27, 2017, at which the stockholders:
(1) elected John H. Cassels, Randolph C. Coley, Stephen A.
Holditch, Robert D. Penner, Russell J. Porter and
Jerry R. Schuyler as directors to serve for terms of one
year until the next annual meeting and their successors
have been elected and qualified;
(2) approved a proposal to ratify the appointment of BDO USA,
LLP as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2017;
(3) approved on a non-binding advisory basis the compensation
of the Company's named executive officers as disclosed in
the proxy statement pursuant to the compensation disclosure
rules of the Securities Exchange Commission;
(4) approved on a non-binding advisory basis the one year
frequency on which the Company's named executive officers'
compensation is voted upon;
(5) approved the amendment to the Long-Term Incentive Plan to
increase the number of shares available for awards under
the plan as well as certain other additional changes; and
(6) approved the Certificate of Incorporation Amendment to
increase the number of authorized shares of common stock
from 550,000,000 to 800,000,000.
Based on these results, the Company will hold annual non-binding
advisory votes regarding the Company's Named Executive Officer
compensation until the next required frequency vote occurs.
Certain funds managed indirectly by Ares Management LLC, the sole
holders of 2,000 shares of Special Voting Preferred Stock, par
value $0.01 per share of the Company, which represents 100% of the
issued and outstanding shares of Special Voting Shares, voted the
2,000 shares of Special Voting Shares by written ballot in favor of
electing each of Ronald D. Scott and Nathan W. Walton to the board
of directors of the Company. Each of the Special Voting Shares
Designees will be a Preferred Director as such term is defined in
the previously filed Certificate of Designation in respect of the
Special Voting Shares and each of the Special Voting Shares
Designees will serve for the term commencing immediately upon the
conclusion of the Annual Meeting and continuing until the next
annual meeting of the stockholders of the Company and until his
successor is duly elected and qualified, unless such Preferred
Director is earlier removed in accordance with the Special Voting
Shares Certificate of Designation, resigns or is otherwise unable
to serve.
About Gastar Exploration
Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is an independent energy company engaged
in the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States. Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.
Gastar reported a net loss attributable to common stockholders of
$103.5 million on $58.25 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $474.0 million on $107.3 million of total revenues
for the year ended Dec. 31, 2015.
The Company's balance sheet as of Dec. 31, 2016, showed
$300.2 million in total assets, $440.6 million in total
liabilities, and a total stockholders' deficit of $140.4 million.
As of March 31, 2017, Gastar had $362.96 million in total assets,
$404.3 million in total liabilities and a total stockholders'
deficit of $41.36 million.
* * *
In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate
credit rating, with a negative outlook, on Gastar Exploration.
Subsequently, S&P withdrew all its ratings on Gastar at the
issuer's request.
In April 2017, Moody's Investors Service has withdrawn all assigned
ratings for Gastar Exploration, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.
GENESIS HEALTHCARE: S&P Affirms 'BB+' Rating on 2013 Revenue Bonds
------------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB+' long-term rating on Genesis HealthCare System,
Ohio's series 2013 fixed-rate revenue bonds issued for Genesis
HealthCare System's Obligated Group.
"The stable outlook primarily reflects our view of Genesis'
improved operating performance in fiscal 2016 and management's
expectation that it will achieve similar results in 2017," said S&P
Global Rating credit analyst Aamna Shah. "In addition, the stable
outlook reflects the slight improvement in unrestricted reserves
and the expectation that balance sheet metrics will continue to
improve due to the completion of Genesis' campus consolidation
project, several improvement initiatives that are underway and
minimal capital requirements."
The stable outlook reflects S&P's view of Genesis' improved
operating performance in 2016 and expectation that Genesis' will
achieve similar results in 2017. In addition, the stable outlook
reflects S&P's view that balance sheet metrics will continue to
strengthen due to the completion of Genesis' campus consolidation
project, several improvement initiates that are underway and
minimal capital requirements.
An upgrade or outlook change is possible if Genesis successfully
realizes all operational efficiencies commensurate with
projections, and returns to and maintains stronger operations,
which should also gradually contribute to improved unrestricted
reserves.
A lower rating is possible should Genesis fail to hit its 2017
operational improvement targets such that coverage remains below
2x, or should balance sheet metrics unexpectedly weaken below
current levels.
GENON ENERGY: Files Exit Plan, Unsecured Creditors to Get 100%
--------------------------------------------------------------
GenOn Energy, Inc., GenOn Americas Generation, LLC, and certain of
their directly and indirectly-owned subsidiaries filed on June 29,
2017, their Joint Plan of Reorganization pursuant to Chapter 11 of
the Bankruptcy Code and a related Disclosure Statement with the
Bankruptcy Court for the Southern District of Texas.
The filing of the Plan is consistent with the restructuring support
and lock-up agreement entered into by the Debtors, with NRG Energy,
Inc., certain holders representing greater than 93% in aggregate
principal amount of GenOn's outstanding senior unsecured notes and
certain holders representing greater than 93% in aggregate
principal amount of GAG's outstanding senior unsecured notes
signatory thereto.
Through the Plan, the Debtors will, among other things: (a)
equitize approximately $1.8 billion in debt; (b) pay cash to
Holders of Allowed GAG Notes Claims at an agreed-upon discount to
par; (c) transition to a standalone enterprise with a leaner
capital and operating structure that is better suited for today's
market challenges; and (d) implement a global settlement of
potential claims and causes of action against NRG.
The settlement provides substantial cash and non-cash
consideration. In exchange for the releases contained in the
Plan, NRG will:
(1) hand over its 100% equity position in GenOn and make a
$261.3 million cash contribution;
(2) enter into the Pension Indemnity Agreement, pursuant to
which NRG will indemnify certain historic pension
obligations relating to underfunded liability estimated
at approximately $120 million and satisfy approximately
$13.2 million in annual contribution obligations for
2017;
(3) provide a $27.8 million credit against amounts GenOn
owes under a Shared Services Agreement;
(4) enter into a Cooperation Agreement, pursuant to which
the Debtors, NRG, and the Consenting Noteholders will
cooperate in good faith to maximize the value of
facilities owned by the GenOn Group at which NRG has
begun the development of projects and the related
facilities owned by NRG;
(5) enter into a Tax Matters Agreement, pursuant to which
NRG will agree to certain tax-related indemnification
and tax return preparation responsibilities;
(6) delay claiming a worthless stock deduction over GenOn's
stock until after GenOn emerges from bankruptcy; and
(7) enter into a Transition Services Agreement.
Based on the milestones contained in the restructuring support and
lock-up agreement, the Debtors intend to move expeditiously through
chapter 11 with a target emergence before year's end.
Holders of GenOn Notes Claims and GAG Notes Claims are impaired and
are the only creditor groups entitled to vote on the Plan.
Holders of GenOn Notes Claims, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for each GenOn Notes Claim, will receive its Pro Rata share of: (a)
100% of the New Common Stock, subject to dilution by the Management
Incentive Plan; (b) the GenOn Notes Cash Pool; and (c) the
Subscription Rights. On the Effective Date, all of the GenOn Notes
shall be cancelled.
Holders of GAG Notes Claims, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for each GAG Notes Claim, will receive: (a) Cash in an amount equal
to 92% of the principal amount and accrued interest as of the
Petition Date of such Allowed GAG Notes Claim; and (b) its Pro Rata
share of the GAG Notes Cash Pool. On the Effective Date, all of
the GAG Notes shall be cancelled.
The Disclosure Statement does not indicate the projected recovery
for Holders of GenOn Notes Claims and GAG Notes Claims.
Holders of General Unsecured Claims will be paid in Full, and are
presumed to accept the Plan.
A copy of the Disclosure Statement explaining the Plan is available
at http://bankrupt.com/misc/txsb17-33695
About GenOn Energy
GenOn Energy, Inc. is a wholesale power generation corporation with
15,394 megawatts in generating capacity, operating operate 32 power
plants in eight states. GenOn is subsidiary of NRG Energy Inc.,
which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on December
3, 2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
Second, on December 14, 2012, NRG, through a wholly-owned
subsidiary, and GenOn completed a stock-for-stock merger in a $6
billion deal, with GenOn continuing as the surviving company. NRG,
as consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc. are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GENON ENERGY: Hearing to Approve Disclosure Statement on Aug. 3
---------------------------------------------------------------
A hearing to consider approval of the Disclosure Statement
explaining the Joint Chapter 11 Plan of Reorganization of GenOn
Energy, Inc. and its debtor affiliates, will commence on Aug. 3,
2017, at 2:30 p.m., prevailing Central Time, before the Honorable
David R. Jones, United States Bankruptcy Judge, United States
Bankruptcy Court for the Southern District of Texas, Courtroom 400,
515 Rusk Street, Houston, Texas 77002.
Any objection or response of a party regarding the approval of the
Disclosure Statement must be filed with the Court on or before July
28, 2017, at 4:00 p.m., prevailing Central Time.
About GenOn Energy
GenOn Energy, Inc. is a wholesale power generation corporation with
15,394 megawatts in generating capacity, operating operate 32 power
plants in eight states. GenOn is subsidiary of NRG Energy Inc.,
which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on December
3, 2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
Second, on December 14, 2012, NRG, through a wholly-owned
subsidiary, and GenOn completed a stock-for-stock merger in a $6
billion deal, with GenOn continuing as the surviving company. NRG,
as consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc. are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GETCHELL AGENCY: U.S. Trustee Seeks Ch. 11 Examiner Appointment
---------------------------------------------------------------
The United States Trustee asks the U.S. Bankruptcy Court for the
District of Maine to enter an order authorizing the appointment of
a Chapter 11 Examiner in the case of The Getchell Agency, Inc.
The U.S. Trustee noted that the appointed examiner will (1)
investigate the allegations of fraud and any other alleged
irregularities in the management of the affairs of the debtor by
current management of the debtor and (2) perform the duties set
forth in subsection (b) of Bankruptcy Code Sec. 1106, under the
supervision of the United States Trustee Program.
About The Getchell Agency
Headquartered in Bangor, Maine, The Getchell Agency, aka Getchell
Agency Inc, aka The Getchell Agency Inc, aka Getchell Agency filed
for Chapter 1 bankruptcy protection (Bankr. D. Maine Case No.
16-10172) on March 25, 2016, estimating under $50,000 in assets and
between $1 million and $10 million in liabilities. The petition was
signed by Rena J. Getchell, president.
GLENN PATERNOSTER: Cefalia Buying Newport Beach Property for $2.8M
------------------------------------------------------------------
Glenn A. Paternoster and Carmel P. Paternoster ask the U.S.
Bankruptcy Court for the District of Nevada to authorize the sale
of real property in Newport Beach, California to James Cefalia for
$2,812,500.
A major asset of the Debtors is the property known as 2017 E Ocean
Blvd, Newport Beach, California (the "Property"). It has a value
of the purchase price of $2,812,500. The mortgage holder on the
Property is Nationstar Mortgage LLC, which holds the rights to a
note and first deed of trust which encumbers the Property. The
amount of the total claim of Nationstar is $2,211,026.
The Internal Revenue Service has two liens on the Property in the
amounts of $46,484 and $403,886 -- these liens are indicated in the
Preliminary Title Report. Said Report indicates that no other
liens and encumbrances are on the Property.
The Debtors propose to sell the Property to the Buyer, an
individual who is not an insider of the Debtors.
The salient terms of the Purchase Agreement are:
a. Assets To Be Purchased: The Property and all of the
Debtors' rights and interests related thereto, free and clear of
all interest related thereto
b. Purchase Price: $2,812,500
c. Closing: The Purchase Agreement provides for a closing
date that has been, or can be, extended a reasonably short time
period
d. Treatment of Proceeds: It is anticipated that the
Debtors will receive no proceeds of the sale. Instead all monies
will be allocated to administrative fees and costs and to satisfy
the first mortgage, any other liens and encumbrances (of which
there seem to be none) and, of particular note, a partial
satisfaction of the lien of the Internal Revenue Service.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/GLENN_PATERNOSTER_8_Sales.pdf
The Debtors are in the process of liquidating their assets to
reduce debts and continue to fund ongoing operations during this
reorganization. The purchase price is the highest price achievable
for the Property after a diligent marketing effort. Therefore, a
sound business reason exists for the sale of the Property.
The Debtors propose that the Court either (i) allow distribution to
all lienholders, encumbrancers, and costs relating to the sale,
before the plan is confirmed; or (ii) allow the sale to proceed but
with liens attaching to the proceeds with the final distribution to
be accomplished as part of the plan of reorganization. Moreover,
it is anticipated that all appropriate entities will consent to the
sale.
Because all parties consent to the sale and because the sale may be
lost if not quickly closed, good cause exists for the Court to
waive the 14-day stay period under Bankruptcy Rule 6004(h).
About the Paternosters
Glenn A. Paternoster and Carmel P. Paternoster live Las Vegas
Nevada. Mr. Paternoster is a practicing attorney, focusing on
personal injury cases, and owns the Paternoster Law Group. They
also own and manage an investment property in Newport Beach,
California.
The Paternosters sought Chapter 11 protection (Bankr. D. Nev. Case
No. 16-11211) on March 9, 2016.
No trustee or examiner has been appointed in the Chapter 11 case.
The Debtors' attorneys:
David A. Riggi, Esq
5550 Painted Mirage Rd., Suite 120
Las Vegas, NV 89149
Tel: 1-702-463-7777
Fax: 1-888-306-7157
E-mail: RiggiLaw@gmail.com
GLOBAL EAGLE: S&P Lowers CCR to 'B', Still on CreditWatch Neg
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Los
Angeles-based Global Eagle Entertainment Inc. to 'B' from 'B+'. The
corporate credit rating remains on CreditWatch where S&P placed it
with negative implications on May 11, 2017. S&P could lower or
affirm the rating following the completion of its review.
At the same time, S&P lowered the issue-level rating on the
company's senior secured credit facility to 'B+' from 'BB-'. The
recovery rating remains '2', indicating S&P's expectation for
substantial (70%-90%; rounded estimate: 70%) recovery for lenders
in the event of a payment default.
S&P also lowered the issue-level rating on the company's senior
unsecured convertible notes to 'CCC+' from 'B-'. The recovery
rating remains '6', indicating S&P's expectation for negligible
(0%-10%; rounded estimate: 0%) recovery for lenders in the event of
a payment default.
The issue-level ratings also remain on CreditWatch, where S&P
placed them with developing implications on May 11, 2017. This
indicates that S&P could raise, lower, or affirm the ratings,
depending on its view of the business. The amendment to the
company's credit facility in May 2017 requires higher amounts of
term loan amortization that could result in better recovery
prospects for lenders in a default scenario due to a lower
estimated amount of debt outstanding in a hypothetical default and
a higher default point due to higher term loan amortization and
interest expense. However, S&P do not have enough visibility into
the company's operations to make a determination at this time and
could reevaluate S&P's valuation assumptions.
The downgrade follows Global Eagle's announcement that it is
seeking an amendment to its credit agreement that would enable it
to further delay filing its annual report. At the same time, the
company provided guidance for certain financial measures that lead
S&P to believe credit metrics will be weaker than it previously
expected. Under S&P's base-case scenario, it had anticipated that
leverage in the mid-6x area in 2016 would decline to the mid-4x
area in 2017. S&P now believes it will be difficult for the
company to meaningfully reduce leverage over the next two years,
resulting in leverage above S&P's previous downgrade threshold of
5.25x.
S&P intends to resolve the CreditWatch placements over the coming
months as information becomes available about the company's
operating performance, internal controls, financial policy, and
realization of outlined synergies related to the acquisition of
Emerging Markets Communications. S&P could take a negative rating
action if it believes weak operating performance will result in
leverage above 6.5x and heightened risk of compliance with its
financial covenant or if liquidity becomes constrained.
S&P will base any actions on the issue-level ratings on its view of
recovery prospects, which may improve, combined with the corporate
credit rating, which we could affirm or lower.
GLOBAL MINISTRIES: S&P Retains 'BB' Bonds Rating on Watch Negative
------------------------------------------------------------------
S&P Global Ratings said its 'BB' rating on Health, Educational, and
Housing Facility Board of Memphis, Tenn.'s (Serenity Towers) series
2013A and taxable series 2013A-T multifamily housing revenue bonds,
issued for Global Ministries Fellowship (GMF), remains on
CreditWatch with negative implications.
In January 2017, S&P lowered its assessment of the portfolio's
strategy and management to poor, reflecting the owner's ongoing
issues with maintaining and managing its Section 8 properties. S&P
updated its analysis of these projects using the most recent
audited financial statements available (Fiscal Year 2015), and the
most recent Real Estate Assessment Center (REAC) score provided by
HUD as of May 2016. In March 2017, the rating was placed on
negative watch due to a default in the project's loan agreement
regarding the maintenance of the project and its REAC score.
"According to the owner's audit posted on May 16, 2017, that
default has been cured by making the appropriate repairs and
documenting the repairs with the project's local HUD office," said
S&P Global Ratings credit analyst Raymond Kim.
It is S&P's understanding that the project owner will sell the
property in 2017.
S&P is currently reviewing the owner's plans and will publish an
update within
the next ninety days.
GLOBAL UNIVERSAL: Disclosures Get Prelim OK; July 20 Plan Hearing
-----------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York has preliminarily approved Global
Universal Group Ltd.'s second amended disclosure statement
referring to the Debtor's second amended Chapter 11 plan.
A combined hearing to consider the adequacy of the Disclosure
Statement and confirmation of the Plan will be held on July 20,
2017, at 3:00 p.m.
July 13, 2017, by 4:00 p.m. is the last day and time for filing
written acceptances or rejections of the Plan, or for filing and
serving written objections to the Disclosure Statement and to
confirmation of the Plan.
All ballots voting in favor of or against the Plan must be
submitted by July 13, 2017, at 4:00 p.m. The Debtor will file a
ballot tally and an affidavit and brief in support of confirmation
by July 18, 2017.
As reported by the Troubled Company Reporter on June 20, 2017, the
Debtor filed with the Court a second amended disclosure statement
dated May 29, 2017, in connection with the Debtor's second amended
Chapter 11 plan, which proposed that all distributions to holders
of allowed claims provided for under the Plan be funded and paid
from a distribution fund comprised of (a) the net sale proceeds
from the sale of the property and, to the extent necessary and
recoverable, (b) any distributions made to the Debtor on account of
the net sale proceeds as of the Effective Date through the date of
completion of all Distributions contemplated under the Plan, and
(c) any other cash on hand as of the Effective Date through the
date of completion of all distributions contemplated under the
Plan.
About Global Universal Group Ltd.
Based in Flushing, New York, Global Universal Group Ltd. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 17-40473) on Feb. 2, 2017. David Wong, president, signed
the petition. At the time of the filing, the Debtor estimated its
assets and debt at $10 million to $50 million.
The case is assigned to Judge Nancy Hershey Lord.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
GRACIOUS HOME: Sale of All Assets to NEWGH for $4M Approved
-----------------------------------------------------------
Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District Court of New York approved the sale by Gracious
Home, LLC, and its affiliates of substantially all of their assets
to NEWGH, LLC, for the aggregate amount of $4,000,000 plus the
amounts necessary to satisfy applicable cure costs and the amounts
necessary to pay certain budgeted expenses.
A sale hearing was held on June 27, 2017.
The sale is free and clear of all liens and Claims.
The Debtors are authorized to assume the Contracts listed in the
APA, including, where applicable all amendments to the Contracts,
whether currently in effect or intended to become effective upon
assumption and assignment to the Purchaser, effective upon entry of
the Order.
The lease agreement, dated as of May 1, 2012 (including any
agreed-to modifications thereto), between 179 East 70th Street
Corp., the Landlord, and Debtor GH East Side, LLC for the premises
known as 1210 Third Avenue, New York, New York will not be assumed
by the Debtor nor assigned to the Purchaser absent the finalizing
of an agreement between the Landlord and the Purchaser modifying
the Lease. In the event the parties are unable to reach an
agreement on the final documentation modifying the Lease prior to
the Closing, the Lease will be deemed rejected and terminated as of
June 30, 2017, and the premises will be vacated and returned to the
Landlord pursuant to the terms of the Lease.
The assumption and assignment of the Contracts authorized will be
free and clear of all interests.
The Debtors (in consultation with the Committee) will reconcile
with the DIP Lender the amounts owing under the DIP Facility prior
to the Closing Date. At the Closing of the Sale, the amounts owed
under the DIP Facility will be paid to the DIP Lender in accordance
with the Final DIP Order.
The requirements set forth in Bankruptcy Rules 6004 have been
satisfied or otherwise deemed waived. The Debtors are authorized
to close on the transactions under the APA immediately upon entry
of the Order.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/Gracious_Home_350_Order.pdf
The Purchaser:
Thomas Sullivan, Manager
NEWGH, LLC
c/o F9 Investments
844 Alton Road
Miami Beach, FL 33139
E-mail: ts@f9properties.com
The Purchaser can be reached at:
Michael P. Richman
c/o HUNTON & WILLIAMS LLP
200 Park Avenue, 52nd Floor
New York, NY 10166-0005
E-mail: MRichman@hunton.com
About Gracious Home LLC
Founded in 1963, Gracious Home LLC began as a small neighborhood
hardware store on Manhattan's Upper East Side. Today, Gracious
Home
operates a housewares and home furnishings business at various
leased retail store and warehouse locations and an internet-based
business, all under the name "Gracious Home." Its retail locations
are located at:
(a) 1992 Broadway, New York, NY 10023;
(b) 1210-1220 Third Avenue, New York, NY;
(c) 1201 Third Avenue, New York, NY 10021; and
(d) 45 West 25th Street, New York, NY 10010.
Gracious Home LLC and its affiliates filed for bankruptcy
protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016.
The Debtors estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Joseph J. DiPasquale, Esq., at Trenk,
Dipasquale, Della Ferra & Sodono, P.C., as counsel; Saul Ewing LLP
as special employment counsel; and K&L Gates LLP as special
intellectual property counsel. The Debtors also tapped B. Riley &
Co. as restructuring advisor; A&G Realty Partners, LLC, as real
estate advisor; and Prime Clerk LLC as claims and noticing agent;
Citrin Cooperman & Company, LLP, as tax advisor.
The Office of the U.S. Trustee on Jan. 6, 2017, appointed five
creditors to serve on an official committee of unsecured
creditors.
The Committee retained Seward & Kissel LLP as counsel, and Wyse
Advisors, LLC, as financial advisor.
GRANITE ACQUISITION: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' corporate credit
rating on Granite Acquisition Inc. The outlook is stable.
At the same time, S&P affirmed its rating on Granite Acquisition's
$1.25 billion first-lien term loan B due 2021, $145 million
revolving credit facility due 2019, and $55 million term loan C due
2021 at 'B+'. The recovery rating on this debt remains '3',
indicating expectation for meaningful (50%-70%; rounded estimate:
50%) recovery of principal if a payment default occurs.
S&P also affirmed its rating on Granite's $260 million second-lien
term loan due 2022 at 'B-'. The recovery rating on this debt
remains '6', indicating expectations for negligible (0%-10% rounded
estimate: 0%) recovery in a default.
The stable outlook on Granite reflects S&P's expectation that the
business will continue to maintain high asset availability, manage
its numerous contracts well, renegotiate more favorable terms on
some existing contracts, and keep financial performance from
weakening materially from S&P's forecast of debt to EBITDA around
5.55x and FFO to debt around 11%. Furthermore, S&P expects Granite
to manage its hedging program well, maintain stable operating
margins, and improve its metal recovery systems.
Factors that could lead to a rating downgrade would likely involve
poor operational performance or further declines in metals and
power prices such that debt to EBITDA is above 6.5x or FFO to debt
is below 10% on a sustained basis. S&P could also consider a
downgrade if peers supporting the comparable ratings analysis were
to materially underperform and have a weakened credit profile such
that a favorable peer comparison can no longer be made.
While not likely at this time, S&P could consider an upgrade if
operating results continue to be solid, successful renegotiations
of contracts materially improves EBITDA, financial performance
improves significantly, or if the competitive position of the
company improves materially relative to peers. This would also
likely involve debt to EBITDA improving to below 5x and FFO to debt
above 15% on a sustained basis.
GREEN FIELD: Moreno's Motion to Abate Adversary Proceeding Denied
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware denied defendants Michel B. Moreno, et al's Motion to
Abate the Adversary Proceeding filed by Alan Halperin, the Trustee
of the GFES Liquidation Trust, pending ruling on Motions for Leave
to Appeal and to Withdraw the Reference.
The Defendants argued that the Court should abate the adversary
proceeding until the District Court has ruled on the motion for
leave to appeal which Moreno and Turbine Generation Services, LLC
filed; and the motion to withdraw the reference. The Defendants
also asked the Court to "pause" the adversary proceeding until the
District Court decides the Appeal Motion and the Withdrawal
Motion.
The Trustee filed the adversary proceeding on April 6, 2015,
following confirmation of the plan of liquidation of debtors Green
Field Energy Services, Inc., et al. The complaint alleges that
Moreno was the transferee of a fraudulent transfer, and that an
entity of Moreno's, MOR MGH, LLC, breached two contracts requiring
the purchase of preferred stock to fund GFES.
The Defendants asked the Court to stay the adversary proceeding.
There are four factors which courts evaluate before staying an
action: (1) the likelihood that the movant will prevail on the
merits, (2) whether the movant will suffer irreparable harm if the
court denies the stay, (3) that non-movant will not be harmed if
the stay is imposed and (4) granting the stay will serve the public
interest.
Judge Gross opines that the Appeal Motion is unlikely to succeed.
The Court's denial of the Third Party Motion which is the subject
of the appeal does not impair the Defendants' right to proceed
against General Electric Company and General Electric Oil and Gas,
Inc. for contribution -- just not in the adversary proceeding.
Moreover, interlocutory appeals are granted "sparingly and only in
exceptional case. Judge Gross, therefore, finds that Defendants are
not likely to succeed on the Appeal Motion.
The Defendants will also not be irreparably harmed if the Court
does not stay the adversary proceeding.
Further, a stay of the adversary proceeding will harm the Trustee
and the creditors of GFES on whose behalf he brings suit. The delay
arising from a stay has the potential to delay creditor recoveries
should the Trustee succeed.
Finally, Judge Gross asserts that the indefinite delay that a stay
or an appeal will create is contrary to the public interest. A
prompt resolution of the Trustee's claims against the Defendants is
in the clear interest of creditors.
For the said reasons, Judge Gross holds that the Defendants have
not met their burden to show cause to stay the adversary proceeding
and staying the adversary proceeding indefinitely would do a great
disservice to the Trustee, creditors of the estate and to the
administration of the case.
The adversary proceeding is ALAN HALPERIN, AS TRUSTEE OF THE GFES
LIQUIDATION TRUST, Plaintiff, v. MICHEL B. MORENO, et al.,
Defendants, Adv. Pro. No. 15-50262(KG) (Bankr. D. Del.).
A copy of Judge Gross' Opinion is available at https://is.gd/DDIuNr
from Leagle.com.
Alan Halperin, as Trustee of the GFES Liquidation Trust, Plaintiff,
represented by Thomas M. Horan --thoran@shawfishman.com-- Shaw
Fishman Glantz & Towbin LLC, Steven K. Kortanek, Womble Carlyle
Sandridge & Rice, LLP, Thomas G. Macauley --tm@macdelaw.com--
Macauley LLC, Morgan L. Patterson --MPatterson@wcsr.com-- Womble
Carlyle Sandridge & Rice LLP.
Alan Halperin, as Liquidation Trustee for the GFES Liquidation
Trust, Plaintiff, represented by Joseph N. Argentina, Jr.
--joseph.argentina@dbr.com-- Drinker Biddle & Reath LLP, Patrick A.
Jackson --patrick.jackson@dbr.com-- Drinker Biddle & Reath LLP,
Steven K. Kortanek --Steven.Kortanek@dbr.com-- Drinker Biddle &
Reath LLP.
Michel B. Moreno, Defendant, represented by Alison R. Ashmore
--aashmore@dykema.com-- Dykema Cox Smith, Jeffrey R. Fine
--jfine@dykema.com-- Dykema Gossett PLLC, Aaron M. Kaufman
--akaufman@dykema.com-- Dykema Cox Smith, Marc J. Phillips
--mphillips@mgmlaw.com-- Manion Gaynor & Manning LLP, Deborah D.
Williamson --dwilliamson@dykema.com-- Dykema Cox Smith.
Dynamic Group Holdings, LLC, Defendant, represented by Geoffrey G.
Grivner --geoffrey.grivner@bipc.com-- Buchanan Ingersoll & Rooney
PC, Mark A. Mintz, Jones Walker LLP.
Enrique Fontova, Defendant, represented by William D. Sullivan
--bsullivan@sha-llc.com-- Sullivan Hazeltine Allinson LLC.
About Green Field Energy
Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons. The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.
Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).
The Debtors hired Michael R. Nestor, Esq., and Kara Hammon Coyle,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq.,
Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham &
Watkins LLP, in Chicago, Illinois, as attorneys.
Carl Marks Advisory Group LLC was hired as investment banker, and
Thomas E. Hill, from Alvarez & Marsal North America, LLC, was
hired as the Debtors' chief restructuring officer.
In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.
Roberta A. DeAngelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.
The Bankruptcy Court authorized the U.S. Trustee to appoint Steven
A. Felsenthal, Esq., as examiner. He retained The Hogan Firm as
his counsel.
Leslie Turk, writing for Theind.com, reports that the case was
later converted to a Chapter 7 and its assets liquidated in a sale.
GRM BAY WASH: Sale of Laurel Property for $900K Approved
--------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland authorized GRM Bay Wash, LLC's sale of real
property located at 13401 Mid Atlantic Boulevard, Laurel, Maryland,
to Cherry Hill Road Corp. and H.B. Northway Ltd. Partnership for
$900,000.
The sale is free and clear of liens, claims, encumbrances and
interests.
At closing the title company will disburse from the $900,000
contract price payable to the Debtor these monies:
a. the sum of $6,588 to counsel for the Debtor, John D. Burns,
Esq., related to partial services rendered to the benefit of the
collateral on the sale of the Laurel Store for the past year to be
held in escrow pending a fee application in the main case;
b. the sum of $45,000 in commission payable to the realtor (NAI
Michaels) (5%);
c. the sum of real property taxes to Prince George's County
Maryland in the amount of $20,788, with any increases that may
enure to the date of closing;
d. the sum of $350 as a settlement fee; the sum of $150 payable
as to record releases;
e. the sum of $4,500 representing the Debtor's obligation on
State transfer and recordation taxes (absent exclusion pursuant to
the Confirmation Order under 11 U.S.C. Section 1146);
f. the sum of $6,300 representing the Debtor's obligation on
the County transfer taxes (absent exclusion pursuant to the
Confirmation Order under 11 U.S.C. Section 1146);
g. the sum of $184,673 payable to the Small Business
Administration; and
h. the sum of $535,650 (as of June 7, 2017 with per diem of $58
thereafter) payable to the First Mariner Bank, and any surplus
thereafter existing will be payable to the Small Business
Administration on account of its secured credit facility due and
owing on the Landover Store as described in the Debtor's Plan.
About GRM Bay
GRM Bay Wash, LLC, and GRM Bay Wash of DelMarva, LLC, are owned by
Gary Middleton and Alice Middleton, a married couple. The Debtor
was formed in 2000 and operates in P.G. County. It has acquired
three car washes, known as and referenced as under the Plans as
the
Beltsville Store, the Laurel Store and the Landover Store. The
Co-Debtor has one car wash in Chincoteague Virginia. The
Middeltons acquired the facilities over the years as the business
grew.
GRM Bay Wash, LLC (Case No. 15-26725) and GRM Bay Wash of
DelMarva,
LLC (Case No. 15-26727) sought Chapter 11 protection (Bankr. D.
Md.) on Dec. 1, 2015. The petition was signed by Gary R.
Middleton, managing member. GERM Bay Wash estimated both assets
and debts at $1 million to $10 million. GRM Bay Wash of DelMarva
estimated assets at $0 to $50,000 and liabilities at $500,000 to
$1
million. John Douglas Burns, Esq., at the Burns Law Firm LLC
serves as the Debtor's counsel.
GULFMARK OFFSHORE: Retail Noteholders Object to Plan Disclosures
----------------------------------------------------------------
Jeffrey L. and Magdalena L. Boyd as joint tenants, holders of
6.375% senior notes due March 15, 2022, issued by Gulfmark
Offshore, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware an objection to the adequacy of the Debtor's
disclosure statement for the Chapter 11 plan of the Debtor dated
May 17, 2017.
The Retail Noteholders complain that, among others:
a. the Disclosure Statement fails to explain terms in fashion
that is understandable to those senior noteholders not
represented by sophisticated bankruptcy advisors and
therefore does not meet the requirements of 11 U.S.C.
1125(a);
b. the Disclosure Statement dated May 17, 2017, does not
provide non-accredited investors with the same recovery
rights as accredited investors as they are not entitled to
participate in the 4(a)(2) rights offering. The initial
plan provided no recovery for the value derived from the
4(a)(2) rights offering;
c. the Disclosure Statement fails to provide enough
information to all noteholders regarding the rights
offering discount to enterprise value and essentially
requires a degree in finance to calculate from the
language regarding what is being received. The Retail
Noteholders estimate that the discount is 42% of equity
value (using the Debtor's proposed equity value). The
Debtor has indicated in discussions with objector that the
discount is 37%;
d. the Disclosure Statement is inadequate due to information
it does not provide as well as actually referencing and
repeating erroneous statements made in Declaration of
Brian Fox that will have practical effect of misleading
senior noteholders, particularly non-accredited investors
with regard to (1) recovery rights under bankruptcy law
(2) the basic organizational structure of the Debtor's
subsidiaries, specifically, it ignores the Southeast Asia
segment in multiple sections of the document and (3)
misstates the causes of the Debtor's bankruptcy; and
e. the Declaration of Brian Fox contains material
inaccuracies and should not be, referenced in the Proposed
Disclosure Statement without correction of errors;
f. Exhibit C of Brian J. Fox declaration lists 46 ships
rather than the actual 66 owned by the Debtor. The
listing fails to include any ships operating in the
Southeast Asia segment -- as determined by the Retail
Noteholders via review of documents filed with the U.S.
Securities and Exchange Commission and other publicly
available information.
A copy of the Objection is available at:
http://bankrupt.com/misc/deb17-11125-155.pdf
About Gulfmark Offshore
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.
GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen,
president and chief executive officer, signed the petition.
As of March 31, 2017, the Debtor listed total assets of $1.07
billion and total debt of $737,131,000.
Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor. The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC,
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.
GV HOSPITAL: Hearing on Plan Outline OK Set for July 26
-------------------------------------------------------
The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District
of Arizona will hold on July 26, 2017, at 1:30 p.m. a hearing to
consider the approval of the disclosure statement filed by GV
Hospital Management, LLC, and secured creditor Green Valley Medical
Investments LLLP on June 15, 2017, referring to the joint plan of
liquidation for the Debtor dated June 15, 2017.
The last day for filing objections to the Disclosure Statement is
five business days prior to the Hearing Date.
About Solid Landings
Solid Landings Behavioral Health, Inc., and 4 affiliates sought
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12213) on
June 1, 2017, with a deal to sell substantially all assets to
Alpine Pacific Capital, LLC, for $9.05 million, subject to
overbid.
The debtor-affiliates are Cedar Creek Recovery, Inc., EMS
Toxicology, Silver Rock Recovery and Sure Haven, Inc.
The Debtors are providers of individualized 12-step and alternative
treatment programs for people suffering from substance abuse and
mental health disorders, with facilities located in California,
Nevada, and Texas. The "Solid Landings" brand was created in 2009,
when the Debtors' shareholders opened their first sober living
residence in Costa Mesa, California, which residence was operated
by Sure Haven.
Solid Landings serves as the corporate arm of the Debtors'
enterprise, and operates the corporate office located in Costa
Mesa, California. EMS Toxicology operates a clinical laboratory
facility located in Las Vegas, Nevada. The remaining three Debtors
(i.e., Cedar Creek, Silver Rock, and Sure Haven) operate a total of
10 residential, inpatient, outpatient, and sober living facilities
-- specifically, Cedar Creek operates a residential treatment
facility located in Manor, Texas; Silver Rock operates one
outpatient treatment facility and one inpatient treatment facility,
both located in Las Vegas, Nevada; and Sure Haven operates five
residential treatment facilities, one outpatient treatment
facility, and one sober living facility.
Katie S. Goodman, chief restructuring officer, signed the
petitions. At the time of the filing, the Debtors disclosed
$63,070 in assets and $10.87 million in liabilities.
Judge Catherine E. Bauer presides over the case. The Debtors hired
Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel.
HALO HOME: Hires Rene Zamora Accounting as Accountant
-----------------------------------------------------
Halo Home Health, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Rene Zamora
Accounting, as accountant to the Debtor.
Halo Home requires Rene Zamora Accounting to:
(a) prepare the Debtor's monthly operating reports;
(b) prepare the Debtor's payroll tax returns;
(c) prepare the Debtor's income tax returns;
(d) prepare initial budget for Cash Collateral Motion/Order;
(e) provide the Debtor advice on its operations and other
financial information;
(f) provide the Debtor advice on its operations and other
financial information.
Rene Zamora Accounting will be paid at these hourly rates:
Accountant $125
Staff $75
Rene Zamora Accounting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Rene Zamora, owner of Rene Zamora Accounting, 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.
Rene Zamora Accounting can be reached at:
Rene Zamora
RENE ZAMORA ACCOUNTING
1620 N 29th Street
McAllen, TX 78501
Tel: (956) 342-5508
Fax: (866) 371-1244
E-mail: rene.z@sbcglobal.net
About Halo Home Health, LLC
Halo Home Health, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-10200) on June 1,
2017. Judge Eduardo V. Rodriguez presides over the case.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
No trustee, examiner or creditors' committee has been appointed in
the Debtor's case.
The Debtor hired Marcos D Oliva, P.C., as counsel.
HANISH LLC: Can Use Phoenix REO Cash Collateral Until Sept. 30
--------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Hanish, LLC, to use Phoenix
REO, LLC's cash and non-cash collateral solely to pay its ordinary
and necessary business expenses as set forth on the Budget.
The Budget reflects total hotel expenses of approximately $143,273
for the month of July 2017, $142,156 for the month of August 2017
and $142,883 for the month of September 2017.
The Debtor has represented that the Budget includes all reasonable,
necessary, and foreseeable expenses to be incurred in connection
with this Chapter 11 case and the operation of the Debtor's
business.
The Debtor is also authorized to pay all U.S. Trustee fees incurred
during the period in the Budget in addition to the items contained
in the Budget.
Prior to the Petition Date, the Debtor and The National Republic
Bank of Chicago entered into certain loan arrangements.
Subsequently, the Loans and the Loan Documents were assigned to
Phoenix REO, LLC by Phoenix NPL, LLC, which was the holder of the
Loans and the Loan documents pursuant to an assignment from the
Federal Deposit Insurance Corporation, as receiver for The National
Republic Bank of Chicago.
Accordingly, the Debtor is liable to the Phoenix REO, LLC in the
approximate amount of $6,732,462, as of the Petition Date, secured
by a perfected first priority security interest in the Mortgaged
Property -- a 59 unit "Fairfield Inn and Suites by Marriott" hotel
located at 8 Bell Avenue, Hooksett, New Hampshire -- and
substantially all of the Debtor's personal property assets.
As adequate protection for any diminution in the value of Phoenix
REO's cash and non-cash collateral:
(a) Phoenix REO is granted a security interest in all of the
Debtor's postpetition assets. The post-petition grant of the
security interest will be supplemental of, and in addition to, the
security interest which Phoenix REO possesses pursuant to the Loan
Documents.
(b) Phoenix REO will be allowed a claim in the amount of the
post-petition shortfall (the collateral used by the Debtor less any
reduction in the prepetition portion of Phoenix REO's Claim exceeds
the value of the Post-Petition Collateral) which will have priority
over all other claims entitled to priority under the Bankruptcy
Code, with the sole exception of quarterly fees due to the U.S.
Trustee.
(c) The Debtor will maintain all necessary insurance, and obtain
such additional insurance in an amount as is appropriate for the
business in which the Debtor is engaged, naming the Lender as loss
payee, additional insured, and mortgagee with respect thereto.
(d) Phoenix REO will have the right to inspect the Collateral
and the Mortgaged Property, as well as the Debtor's books and
records.
(e) The Debtor will pay any and all taxes, municipal charges, or
other amounts accruing upon or with respect to the collateral from
and after the Petition Date.
(f) The Debtor will maintain the collateral in good condition
and will not permit waste to occur with respect to the collateral.
(g) Beginning on July 3, 2017 and continuing each month
thereafter during the pendency of the bankruptcy proceedings, the
Debtor will make payments to Phoenix REO in good and collected
funds in an amount equal to $30,000 each for application to the
Claim in accordance with the Loan Documents (which payments shall
be subject to reallocation by the Court after notice and a
hearing).
(h) The Debtor will furnish to Phoenix REO such financial and
other information as Phoenix REO will reasonably request
The Debtor's authorization to use its assets and to use Phoenix
REO's cash and non-cash collateral will terminate upon the earliest
of:
A. Sept. 30, 2017 at 11:59 p.m.;
B. The Debtor's failure to maintain all necessary insurance;
or
C. At Phoenix REO's option, upon the occurrence of any of
these Termination Event:
(1) The breach by the Debtor of any f the terms, conditions
or covenants of the Order;
(2) The appointment of a Trustee for the Debtor;
(3) The conversion of the Debtor's case to a case under
Chapter 7 of the Bankruptcy Code;
(4) The dismissal of the Debtor's case;
(5) The appointment of an examiner with any of the powers
of a Trustee for the Debtor; or
(6) The allowance of a Motion for Relief from the Automatic
Stay allowing a creditor of the Debtor to foreclose upon or take
possession of any material asset owned or leased by the Debtor.
A new Motion for the Use of Cash Collateral During the 6th Interim
period (if applicable) must be filed with the Court on or before
September 13, 2017. Objections to said motion will be filed on or
before September 20, with a hearing on said motion and the further
use of cash collateral to be held on September 27, 2017 at 1:30
p.m.
A full-text copy of the Order, dated June 27, 2017, is available at
https://is.gd/od7ceY
About Hanish, LLC
Hanish, LLC, owns and operates a 59-unit Fairfield Inn & Suites by
Marriott in Hooksett, N.H. The company sought Chapter 11
protection (Bankr. D.N.H. Case No. 16-10602) on April 26, 2016,
estimating assets and debt at $1 million to $10 million. The
petition was signed by Nayan Patel, managing member. Judge Bruce
A. Harwood presides over the case. The Debtor's attorney is Steven
M. Notinger, Esq., at Notinger Law, PLLC.
HARTFORD COURT: May Use Hindsale Cash Collateral Until July 14
--------------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy for the
Northern District of Illinois has entered a fourth interim order
authorizing Hartford Court Development, Inc., to use cash
collateral of Hindsale Bank & Trust Company, as
successor-in-interest to Suburban Bank and Trust through July 14,
2017.
The Debtor will deposit all post-petition rents in its possession
or control into the debtor-in-possession account.
As adequate protection for the interests of the Lender in the cash
collateral, the Lender will have and is granted valid and perfected
security interests in, and liens on all assets of the Debtor. As
additional adequate protection, the Debtor will make monthly
payments to the Lender, provided however, that the payments are
provisional, in the amount of $4,865.63 per month having commenced
on Feb. 10, 2017, and thereafter on the 10th day of each month
going forward.
A copy of the court order is available at:
http://bankrupt.com/misc/ilnb17-01356-92.pdf
As reported by the Troubled Company Reporter on April 19, 2017, the
Court previously signed an agreed third interim order authorizing
the Debtor to use through June 8, 2017, the cash collateral of
Hinsdale Bank, which holds a valid first priority security interest
in and lien on the prepetition collateral pursuant to a Mortgage
and Assignment of Leases and Rents securing the Debtor's
indebtedness in the aggregate amount of approximately $822,848, as
of the Petition Date.
About Hartford Court Development
Hartford Court Development, Inc., is an Illinois corporation that
owns and manages 14 residential condominiums and their related
parking spaces, all located in the 5300 block of North Cumberland
Avenue, Chicago, IL.
Hartford Court Development filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-01356) on Jan. 17, 2017. Paula Walega, the
company's president, signed the petition. The Debtor estimated
assets and liabilities at $500,000 to $1 million.
The case is assigned to Judge Jack B. Schmetterer.
The Debtor is represented by David P. Lloyd, Esq. at David P.
Lloyd, Ltd.
HC2 HOLDINGS: S&P Affirms 'B-' Rating on 11% Sr. Sec. Notes
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue-level rating on HC2
Holdings Inc.'s 11% senior secured notes due 2019 and revised its
recovery rating on the notes to '3' from '4'. The '3' recovery
rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of a payment
default.
HC2 has issued a $38 million add-on to its 11% notes due 2019,
increasing the total amount outstanding to $400 million. The
company expects to use the net proceeds from the add-on for working
capital, general corporate purposes, and to finance acquisitions
and investments. Despite the additional debt, S&P continues to
assess the company's financial risk profile as highly leveraged.
S&P's ratings on HC2 reflect S&P's vulnerable assessment of the
company's business risk profile. S&P believes that the company has
weak asset diversity because its portfolio is currently
concentrated in two companies (DBM Global Inc. and Global Marine
Systems Ltd. [GMSL]). S&P also views the company as having limited
asset liquidity, with significant asset value in its controlled
companies; weak asset credit quality; and a short track record
operating under its stated investment strategy of seeking
controlling equity stakes in companies and maintaining its
ownership for an extended period. S&P expects that HC2's coverage
metrics will remain stretched and potentially volatile given the
company's asset profile and limited track record.
RECOVERY ANALYSIS
Key analytical factors
S&P affirmed its 'B-' issue-level rating on the company's 11% notes
due 2019 and revised S&P's recovery rating on the notes to '3' from
'4'.
S&P's simulated default scenario assumes that the markets that
HC2's subsidiaries operate in enter a severe downturn and the
company loses some of its largest contracts, which significantly
depresses its earnings and cash flow and ultimately leads to a
payment default at HC2.
S&P believes that if the company were to default, the largest
subsidiaries would continue to have a viable business model given
their strong niche market positions in their respective sectors.
Simulated default and valuation assumptions
-- Simulated year of default: 2019
-- EBITDA at emergence: $65 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Enterprise value (including portfolio investments):
$377 million
-- Net enterprise value (after 7% admin. costs): $350 million
-- Valuation split (HC2/minority interest): 92%/8%
-- Secured priority (subsidiary) debt claims: $76 million
-- Value available to senior secured debt claims: $193 million
-- Secured debt claims: $422 million
-- Recovery expectations: 50%-70% (rounded estimate: 55%)
Notes: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
RATINGS LIST
HC2 Holdings Inc.
Corporate Credit Rating B-/Stable/--
Rating Affirmed; Recovery Rating Revised
To From
HC2 Holdings Inc.
Senior Secured
US$400mill 11% Notes due 2019 B- B-
Recovery Rating 3(55%) 4(35%)
HECLA MINING: S&P Raises CCR to 'B'; Outlook Stable
---------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Hecla
Mining to 'B' from 'B-'. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating to the
company's new $500 million senior unsecured notes due 2025. The
recovery rating on the debt is '3', indicating S&P's expectation of
meaningful (50%-70% range; rounded estimate: 65%) recovery
prospects in the event of a payment default.
The upgrade reflects S&P's view that Hecla Mining's good momentum
will continue in 2017 and 2018. That said, S&P is forecasting a
dip in Hecla's revenues in 2017 based on expectations of lower
silver production due to the ongoing strike at the Lucky Friday
mine, but even so S&P expects the company to generate about
$190 million of EBITDA, keeping margin high at the 35% level due to
lower cash costs. In 2018, S&P expects revenues to bounce back
with the resuming of operations at the Lucky Friday mine, but
higher cash costs will keep EBITDA lower at about $175 million--and
margin at the 30% level.
The stable outlook reflects S&P's expectation that Hecla Mining
will maintain adjusted leverage below 4x, but free operating cash
flow (FOCF) to debt will be weak for the rating at below 5% over
the next 12 months.
S&P could consider an upgrade in the next 12 months if the company
maintains adjusted leverage below 4x, and further strengthens its
liquidity position including increasing FOCF to debt to 5%. S&P
could also consider an upgrade if the company acquires mines that
enhance its operating diversity.
S&P would consider lowering the rating if it expected adjusted
leverage to remain above 5x over the next 12 months, particularly
if FOCF to debt remains below 5%. This could happen if gold prices
decrease to a yearly average of $1,100/oz. and Hecla's cash costs
increased by about 20%, which S&P estimates would result in EBITDA
below $130 million.
HELIOPOWER INC: Has Final Approval to Use Cash Collateral
---------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada issued a final order authorizing HelioPower,
Inc., to use its cash collateral on a final basis, until a further
order of the Court is entered limiting or prohibiting the Debtor's
use of cash collateral.
The Debtor is authorized to use cash collateral for the purposes
identified in the Budget, in an amount not to exceed 15% of the
amount specified for aggregate expenditures for such month. The
Budget provides total operating expenses of approximately
$6,629,353 covering the period from May through December 2017.
The Debtor is also authorized to use Cash Collateral to pay costs,
fees and expenses related to the administration of the Chapter 11
Case, and any other administrative expenses approved by the Court.
To the extent the Debtor uses cash which comprises cash collateral
of Other Secured Parties, such Other Secured Parties will also be
granted adequate protection liens to the extent of the net
diminution of such Other Secured Parties interest in their
respective collateral resulting from the use of such Cash
Collateral.
A full-text copy of the Final Order, dated June 27, 2017, is
available at https://is.gd/pOpuCu
About HelioPower, Inc.
Heliopower Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 17-12099) on April 25, 2017. Maurice Rousso, president, signed
the petition. At the time of filing, the Debtor estimated assets
and liabilities ranging from $1 million to $10 million. The Debtor
is represented by Samuel A. Schwartz, Esq., at Schwartz Flansburg
PLLC.
HELIOPOWER INC: Has Final OK to Obtain Financing From Sierra Nevada
-------------------------------------------------------------------
The Hon. August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada has entered a final order authorizing
HelioPower, Inc., to secure postpetition financing from the lender,
Sierra Nevada Solar, Inc., up to a cumulative amount of $582,218
(which includes $182,218 in payroll advances since Jan. 1, 2017)
and use cash collateral in the ordinary course of its business.
The Debtor's payment and performance obligations in respect of the
approved DIP Financing will be and are secured by valid,
enforceable, non-avoidable, and automatically and properly
perfected first priority security interests and liens in favor of
the DIP Lender against the Debtor's property not otherwise subject
to a lien. The DIP Obligations will be and are further secured by
valid, enforceable, non-avoidable, and automatically and properly
perfected first priority security interests and liens in favor of
the DIP Lender against the Debtor's property subject to existing
prepetition liens, senior to existing prepetition liens; provided,
however, that no liens are granted in the Debtor's property subject
to Capital Lease Obligations, as defined in the DIP Loan
Documents.
As adequate protection for the Debtor's use of cash collateral, the
DIP Lender is granted adequate protection replacement liens in and
to all property of the kind securing the prepetition obligations
owing to the DIP Lender, including any property purchased or
acquired with the cash collateral and any proceeds thereof, but
excluding any causes of action under Chapter 5 of the U.S.
Bankruptcy Code.
A copy of the Final Court Order is available at:
http://bankrupt.com/misc/nvb17-12099-100.pdf
As reported by the Troubled Company Reporter on May 17, 2017, the
Court entered an interim order authorizing the Debtor to secure
$400,000 in postpetition financing from the DIP Lender and use cash
collateral.
About HelioPower, Inc.
Heliopower Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 17-12099) on April 25, 2017. Maurice Rousso, president, signed
the petition. The Debtor is represented by Samuel A. Schwartz,
Esq., at Schwartz Flansburg PLLC. At the time of filing, the
Debtor estimated assets and liabilities ranging from $1 million to
$10 million.
HIGH COUNTRY TRANSPORTATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: High Country Transportation, Inc.
400 North St. Paul St., Suite 400
Dallas, TX 75201
Type of Business: Founded in 1985, High Country Transportation
is in the trucking industry. HCT operates in
three divisions, namely: the over-the-road
hopperbottom division which focuses on serving
shippers in the Midwest, Texas and Western 11
states; the dedicated dry bulk division which
operates in Colorado and New Mexico and actively
seeks new opportunities in the West, Midwest and
Texas; and the Freedom over-the-road dry van
division which focuses on helping contractors
who also have the entrepreneurial drive to
create their own trucking business.
HCT is an affiliate of Armada Leasing that
filed for bankruptcy protection on June 29,
2017 (Bankr. N.D. Tex. Case No. 17-32498).
Web site: http://www.highcountrytrans.com
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-32503
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Matthew S. Okin, Esq.
OKIN ADAMS LLP
1113 Vine Street, Ste. 201
Houston, TX 77002
Tel: (713) 228-4100
Fax: (888) 865-2118
E-mail: mokin@oakllp.com
Estimated Assets: $10 million to $50 million
Estimated Debt: $10 million to $50 million
The petition was signed by Kirk Crowley, vice president and
authorized officer.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the bankruptcy petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb17-32503.pdf
I.O. METRO: Wilson Buying 2010 Dool Trailer for $1,525
------------------------------------------------------
I.O. Metro, LLC, doing business as Erdos at Home, asks the U.S.
Bankruptcy Court for the Northern District of Texas to authorize
the sale of 2010 Dool Trailer, VIN 1DGCS2420AM087669, to Bob Wilson
for $1,525.
A week before the Petition Date, the Debtor temporarily closed its
stores and laid off most of its employees. On the Petition Date,
it sought authority from the Court to sell all of its inventory and
to authorize its agent to conduct going out of business sales.
Pursuant to an order entered May 12, 2017, the Court authorized the
sale of the Debtor's inventory and the going out of business sale.
As part of its business, the Debtor owned the Trailer for moving
furniture from its distribution center in Arkansas to its various
locations. Due to its liquidation, it no longer has the need for
the Trailer.
The Debtor's CRO received an offer from the Buyer to purchase the
Trailer for $1,525. It proposes to sell the Trailer "as is, where
is" with no representation or warranty of any kind; and free and
clear of liens, claims, interests and encumbrances.
The Debtor is not aware of any encumbrance or lien on the Trailer
other than the general lien held by its senior secured lender. It
intends to seek a waiver of all other encumbrances, if any, in the
sales proceeds unless such encumbrance is asserted in a document
filed with the Court prior to the hearing on the Motion.
The Debtor is also unaware of any taxes associated with the
proposed sale, but asks that the sale be free and clear of any and
all tax claims of any kind.
The Debtor, in the exercise of its business judgment, believes that
the sale of the Trailer is in the best interests of its estate, its
creditors, and all interested stakeholders. It believes that
$1,525 is fair value for the Trailer under the circumstances. It
will accept any higher or better offers for the trailer.
The Debtor requires emergency consideration of the Sale Motion
because of its insurance on the trailer on June 30, 2017. In order
to timely address the relief requested in the Sale Motion, the
Debtor respectfully asks the Court to schedule a hearing on the
Sale Motion prior to June 30, 2017.
The Debtor's estate is in need of capital, and the Trailer provides
no business purpose or use to it. In order to promptly consummate
the proposed sale and relieve the estate of ongoing costs of
maintain the trailer, the Debtor asks that the Court waives the
stay imposed by Bankruptcy Rule 6004(h) and allows the Debtor to
immediately consummate the transactions contemplated.
Proposed Counsel for Debtor:
John C. Leininger, Esq.
SHAPIRO BIEGING BARBER OTTESON LLP
5400 LBJ Freeway, Suite 930
Dallas, TX 75240
Telephone: (214) 377-0146
E-mail: jcl@sbbolaw.com
About I.O. Metro
I.O. Metro LLC, doing business as Erdos at Home, is a
privately-held retailer of consumer furniture with its headquarters
in Dallas, Texas. It operates 13 retail outlets in seven states
and has one distribution center in Arkansas.
I.O. Metro sought bankruptcy protection (Bankr. N.D. Tex. Case No.
17-31607) on April 21, 2017. Gregg Stewart, the CRO, signed the
petition. The Debtor estimated total assets of $1 million to $10
million and total liabilities of $10 million to $50 million.
The Hon. Stacey G. Jernigan oversees the case.
The Debtor hired Shapiro Bieging Barber Otteson LLP and Saul Ewing
LLP as its counsel.
IBEX LLC: Case Summary & 7 Unsecured Creditors
----------------------------------------------
Debtor: Ibex, LLC
dba Right At Home
1902 East Boulder Street
Colorado Springs, CO 80909
Business Description: Right At Home --
http://www.rightathome.net/colorado-springs
-- is a locally owned and operated franchise
office of Right at Home Inc., a senior home
care and staffing company providing care
since 1995. The Company's mission is to
improve the quality of life for those it
serves by providing high quality in-home
caregivers. The Company provides
Alzheimer's care, companionship,
physical assistance and respite care
services.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-16031
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: David Warner, Esq.
WADSWORTH WARNER CONRARDY, P.C.
1660 Lincoln St., Ste. 2200
Denver, CO 80264
Tel: 303-296-1999
Fax: 303-296-7600
E-mail: dwarner@wwc-legal.com
Total Assets: $111,012
Total Liabilities: $3.44 million
The petition was signed by Peter Vanderbrouk, managing member.
The Debtor's list of seven unsecured creditors is available for
free at:
http://bankrupt.com/misc/cob17-16031.pdf
IDDINGS TRUCKING: Directed to Pay People's United
-------------------------------------------------
Judge Gray H. Miller of the U.S. District Court for the Southern
District of Texas, Houston Division, granted People's United
Equipment Finance Corp.'s motion for default judgment against the
Defendants.
People's United brought the action against third-party guarantors
to collect unpaid amounts due under a financing agreement with
Iddings Trucking, Inc. Between March and April 2015, Iddings
executed and delivered three promissory notes to People's United,
collectively totaling $785,680. The notes required Iddings to
repay People's United in monthly installments. Additionally, the
notes and corresponding loan documents provided for acceleration of
all indebtedness if Iddings defaulted on any of its obligations to
People's United.
On March 11, 2015, Thomas E. Hall and George C. Loeber each signed
and delivered identical guaranties of Iddings's obligations to
People's United.
Despite the terms of the notes, People's United contends that
Iddings repeatedly failed to pay the monthly installments in a
timely manner. On April 28, 2016, Iddings entered into an
agreement with People's United that extended the payment plans for
the outstanding notes. Following the extension agreement, People's
United contends that Iddings again failed to make its payments. On
Dec. 30, 2016, Iddings filed a petition under Chapter 11 of the
United States Bankruptcy Code.
Shortly after Iddings entered its bankruptcy proceedings, People's
United contends that it exercised its option against the Defendants
to accelerate the remaining unpaid balance. As of March 2, 2017,
People's United alleges that the aggregate balance due is
$510,293.25. This balance is further subject to continuing
interest according to the loan contract.
On Jan. 10, 2017, People's United brought this action against the
Defendants, alleging that the Defendants are jointly liable for the
outstanding balance of the notes, along with interest, attorneys'
fees, and costs of court. On Jan. 17, 2017, Defendant Loeber was
properly served with process with a Feb. 7, 2017 deadline to answer
or otherwise respond. On Jan. 19, 2017, Defendant Hall was
properly served with process with a Feb. 9, 2017 deadline to answer
or otherwise respond. The Defendants were informed of their
deadline for responding and the consequences of failing to do so.
To date, neither Defendant has answered or responded to this
lawsuit.
On March 9, 2017, People's United filed a motion for an entry of
default judgment against the Defendants. The Court finds that the
Plaintiff's facts regarding the claim are well pled, and it accepts
these facts as true. It finds that an entry of default against the
Defendants for their failure to appear and answer People's United's
complaint is warranted. Accordingly, the Court granted People's
United's motion for entry of default judgment.
The Court awarded People's United the following: (i) judgment in
the amount of $510,293.25; (ii) pre-judgment interest thereon at
the contractual default rate of 18% per annum from and after March
2, 2017, until entry of judgment; (iii) post-judgment interest
thereon at the contractual default rate of 18% as provided by law
from entry of judgment until paid; (iv) reasonable attorneys' fees
and costs in the amount of $3,500.86; and (v) all costs of court as
provided by law.
A full-text copy of the Court's June 22, 2017 order is available at
https://is.gd/Ge9pXd from Leagle.com.
The case is PEOPLE'S UNITED EQUIPMENT FINANCE CORP., Plaintiff, v.
HALL, et al., Defendants, Civil Action No. H-17-56 (S.D. Tex.).
People's United Equipment Finance Corp., Plaintiff, represented by
Robert Grawl, Jr., People's United Equipment Finance Corp..
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.
INT'L MANUFACTURING: Tribe Has Until July 7 to File Reply Brief
---------------------------------------------------------------
Judge William B. Shubb of the U.S. District Court for the Eastern
District of California extended appellant Jamestown S'Klallam
Tribe's deadline to file a reply brief on or before July 7, 2017.
Appellant previously filed brief and excerpts of record on May 17,
2017, and appellee Beverly N. McFarland, Chapter 11 Trustee for
International Manufacturing Group, Inc., filed her brief and
supplemental excerpts of record on June 16, 2017. Appellant's reply
brief is due within 14 days of appellee's brief, June 30, 2017.
The parties hereto stipulate to an extension of said filing
deadline for appellant's reply brief.
The appeals case is JAMESTOWN S'KLALLAM TRIBE, Appellant, v.
BEVERLY N. McFARLAND, Chapter 11 Trustee, International
Manufacturing Group, Inc., Appellee, Case No. 2:17-cv-00293-WBS
(E.D. Cal.).
The adversary proceeding is INTERNATIONAL MANUFACTURING GROUP,
INC., Debtor. JAMESTOWN S'KLALLAM TRIBE, Appellant, v. BEVERLY N.
McFARLAND, Chapter 11 Trustee, International Manufacturing Group,
Inc., Appellee, Adv. No. 16-02090 (E.D. Cal.).
The bankruptcy case is In re INTERNATIONAL MANUFACTURING GROUP,
INC., Debtor. JAMESTOWN S'KLALLAM TRIBE, Appellant, v. BEVERLY N.
McFARLAND, Chapter 11 Trustee, International Manufacturing Group,
Inc., Appellee, Case No. 14-25820-D11 (E.D. Cal.).
A copy of Judge Shubb's Order is available at https://is.gd/RIr2kI
from Leagle.com.
Jamestown S'Klallam Tribe, Appellant, represented by Daniel A.
Brown --dbrown@williamskastner.com-- Williams Kastner & Gibbs PLLC,
pro hac vice.
Jamestown S'Klallam Tribe, Appellant, represented by Julie E.
Oelsner --joelsner@weintraub.com-- Weintraub Tobin Chediak Coleman
Grodin Law Corporation & Shawn B. Rediger
--srediger@williamskastner.com-- Williams Kastner & Gibbs PLLC, pro
hac vice.
Beverly N. McFarland, Appellee, represented by Christopher Daniel
Sullivan --csullivan@diamondmccarthy.com--, Diamond McCarthy LLP.
California Bank & Trust, Appellee, represented by Julie E. Oelsner,
Weintraub Tobin Chediak Coleman Grodin Law Corporation.
Bank of America, N.A., Appellee, represented by Brian Michael
Metcalf, O'Melveny & Myers LLP.
International Manufacturing Group, Inc., Debtor, represented by
Marc Caraska --marc@caraskalaw.com-- Law Office Of Marc A.
Caraska.
ZB, N.A., Creditor, represented by Joel Gregory Samuels
--jsamuels@buchalter.com-- Buchalter Nemer & Peter G. Bertrand,
Buchalter Nemer.
Tracy Hope Davis, Trustee, represented by Judith C. Hotze, United
States Trustee's Office.
About International Manufacturing
Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence. The bankruptcy
filing was part of his plea bargain with federal prosecutors. Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.
Mr. Wannakuwatte initiated his personal Chapter 11 case on
May 30, 2014. Hank Spacone was appointed as trustee for
Wannakuwatte's Chapter 11 estate. Betsy Kathryn Wannakuwatte and
Sarah Kathryn Wannakuwatte also have pending Chapter 7 cases.
Mr. Wannakuwatte also submitted a Chapter 11 bankruptcy petition
for IMG on May 30, 2014 (Bankr. E.D. Cal. Case No. 14-25820) in
Sacramento. The case is assigned to Judge Robert S. Bardwil. The
Debtor tapped Marc A. Caraska, in Sacramento, as counsel.
In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for IMG. She tapped Felderstein Fitzgerald Willoughby &
Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as
Her
special litigation counsel; Gabrielson & Company as accountant;
and
Karen Rushing as bookkeeper outside the ordinary course of
business.
The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel in IMG's case comprising of Byron Younger, Janine
Jones, and Steve Whitesides.
ISMAIL ARSLANGIRAY: BP West Buying Dupont Property for $860K
------------------------------------------------------------
Mark D. Waldron, the plan administrator for the estate of Ismail
Arslangiray, asks the U.S. Bankruptcy Court for the Western
District of Washington to authorize the sale of the estate's
interest in the unimproved real property commonly referred to as
Barksdale Avenue and Steilacoom Road in the City of Dupont,
Washington, designated as Tax Parcel Nos.
0119362043,0119362009,0119362039 and 0119362012, to BP West Coast
Products, LLC and/or assigns for $860,000, subject to higher and
better offers.
A hearing on the Motion is set for July 27, 2017 at 9:00 a.m. The
objection deadline is July 20, 2017.
This property consists of approximately 21.42 acres of unimproved
land owned by Dupont Town Square Development, LLC, a Limited
Liability Company in which the Debtor holds a one-third ownership
interest. The confirmed Chapter 11 Plan contemplates the sale of
this property and the other two members of the LLC, John Dhane and
William Cotter, each holding an equal one-third interest, consent
to and support the sale of the subject real property and encourage
the Court to approve this sale.
The 2016 tax assessed value for the 2017 tax year is $2,023,100,
however the assessed value is not an accurate reflection of the
fair market value. The property has been on the market off and on
since 2013, with a current list price of $1,199,000. The Plan
Administrator has now received an offer of $860,000 from the Buyer
and asks that the Court enter an Order authorizing him to sell this
real property to the Buyer, or to any third party buyer who is
unrelated to the Debtor or anyone connected with the case and who
will actually complete the sale, for the sum of $860,000 or higher,
all cash at closing.
There is no underlying debt on this real property and the property
taxes are current. The sale will be conveyed free and clear of all
liens, claims of creditors, and encumbrances. This sale is subject
to the Real Estate Purchase & Sale Agreement and certain addenda
signed between the parties. The sale is subject to a 6-month
feasibility study and due diligence period, however the Buyer can
extend the period beyond the initial feasibility period by paying
additional non-refundable extension fees. It is reasonable to
allow this feasibility period because of the development and use
challenges associated with the subject property.
The Plan Administrator believes that this sale is in the best
interest of the estate and its creditors. The property is sold as
is and where is. He makes no representations or warranties and
this sale is without recourse against him, either individually or
as Plan Administrator. Dupont Town will warrant title at closing.
A copy of the Real Estate Purchase and Sale Agreement attached to
the Motion is available for free at:
http://bankrupt.com/misc/Ismail_Arslangiray_965_Sales.pdf
A Listing Agreement with Neil Walter Co. was signed by John Dhane,
Managing Member on behalf of the LLC, and approved by Waldron as
Plan Administrator for the Debtor's estate, agreeing to pay a 5%
commission on the gross sales price. The commission will be shared
with the purchaser's broker, Zahler Commercial Realty, LLC, and the
Plan Administrator does ask authority to pay the same at closing.
The Plan Administrator and Dupont Town ask authority to pay, at
closing from proceeds of the sale, costs of sale, including
commissions, escrow fees, title insurance and real property taxes.
The Debtor's net share of the remaining sale proceeds will be held
in Trust by the Plan Administrator, and will eventually be
distributed in the Arslangiray Chapter 11 proceeding according to
the terms of the Plan.
The Court should also note that, in order to facilitate the sale
through the Plan Administrator's efforts and time, rather than
hiring outside representation, Dhane and Cotter have agreed that
the Dupont entity will pay the Plan Administrator's fees and costs
associated with this sale, to be divided equally among the three
LLC members, including the Arslangiray Estate, in an amount not to
exceed $5,000. Since Plan Administrator's fees and costs
associated with this sale will be paid at closing, he will not
include those fees and costs in future applications for
compensation in this proceeding.
The Purchaser:
BP WEST COAST PRODUCTS, LLC
30 South Wacker Drive, Suite 900
Chicago, IL 60606
Attn: Real Estate & Property Manager
Telephone: (312) 809-4525
E-mail: Eric.Schlesinger@bp.com
- and -
BP AMERICA, INC.
150 W. Warrenville Rd.
Mail Code 200-1W
Naperville, IL 60563
Attn: Real Estate & Property Manager
Telephone: (331) 702-3192
E-mail: William.Lockhart@bp.com
- and -
ZAHLER COMMERCIAL REALTY
21822 Lassen Street, Unit N
Chatsworth, CA 91311
Attn: Warren Zahler
Telephone: (818) 387-8048
E-mail: warren@zahlercommercial.com
The Escrow Agent:
First American Title Insurance Co.
4707 South 19th St., Suite 101
Tacoma, WA 98405
Telephone: (253) 752-3600
Ismail Arslangiray sought Chapter 11 protection (Bankr. W.D. Wash.
Case No. 11-42290) on March 24, 2011. The Court appointed Mark D.
Waldron as the plan administrator for the estate of the Debtor.
JAG VENTURES: Sale of Byron Property to Gottwals Approved
---------------------------------------------------------
Judge James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia authorized JAG Ventures, Inc.'s private sale to
Gottwals Properties, Inc. of real property located at Peavy Parkway
and Peavy Way, Byron, Peach County, Georgia (27.89+/- acres plus
two billboards).
The sale is free and clear of liens, claims and encumbrances.
The Debtor is authorized and directed to pay CB&T Bank of Middle
Georgia all net sale proceeds at closing.
About JAG Ventures
JAG Ventures, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Ga. Case No. 15-52745) on Nov. 30,
2015. The petition was signed by Ronald D. Bartlett, authorized
individual. The Debtor estimated assets and liabilities in the
range of $1 million to $10 million. The Debtor is represented by
Wesley J. Boyer, Esq., at Katz, Flatau & Boyer, L.L.P.
JENSEN INDUSTRIES: IRS No Longer Consents to Cash Use
-----------------------------------------------------
The United States of America and the Internal Revenue Service ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
prohibit Jensen Industries, Inc., from using any cash collateral of
the IRS because the Debtor has failed to provide agreed and court
ordered monthly adequate protection payments since January 2017.
According to the Debtor, the IRS is the only fully secured creditor
based on the dates of the IRS's liens and the value of Debtor's
assets.
The Debtor filed a motion for use of cash collateral on Aug. 31,
2016, and, after an objection to the interim order by the IRS, both
a stipulation and final order were entered on Sept. 27, 2016. The
final court order required the Debtor to pay the IRS $1,600 per
month in order to provide adequate protection for the use of the
IRS's collateral.
The Debtor made adequate protection payments to the IRS on Oct. 31,
2016, Dec. 2, 2016, and Jan. 4, 2017. No other payments have been
received.
The Debtor was noticed of the default on April 25, 2017. The
United States has also conferred with the Debtor's attorney on
several occasions but, to date, the Debtor has not submitted any
additional payments or otherwise cured the deficiencies.
The Debtor is now nearly six months behind in these payments. The
Debtor admits that it is behind on the adequate protection
payments. The Debtor's monthly filing reports also demonstrate
that Debtor is using cash collateral on expenses that do not appear
to be business related, like almost daily restaurant expenses. The
Debtor has also incurred additional liabilities during the pendency
of this case. As a result, on March 23, 2017, the IRS filed an
administrative proof of claim in the amount of $21,899.70. The
State of Michigan, Unemployment Insurance Agency has also filed an
administrative claim in the amount of $8,384.97.
About Jensen Industries
Jensen Industries, Inc., filed a Chapter 11 petition (Bankr. E.D.
Mich. Case No. 16-31959) on Aug. 22, 2016. The petition was signed
by Kai Jensen, president. The Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
The case is assigned to Judge Daniel Opperman.
The Debtor is represented by Peter T. Mooney, Esq., at Simen,
Figura & Parker, PLC.
JOHN Q. HAMMONS: Kraemer Buying Middleton Property for $1.4M
------------------------------------------------------------
John Q. Hammons Fall 2006, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the sale
of approximately 3.7 acres of vacant land located in the southwest
quadrant of John Q. Hammons Drive and Holiday Drive, City of
Middleton, Dane County, Wisconsin, to Kraemer Development, LLC for
$1,380,000.
The Debtors in the chapter 11 cases consist of the Revocable Trust
of John Q. Hammons, Dated December 28, 1989 as Amended and Restated
("Trust") and 75 of its directly or indirectly wholly owned
subsidiaries and affiliates. One of the assets owned by the Trust
is the Real Estate.
By order entered Dec. 13, 2016, the Court granted the Debtors'
motion to reject a "Sponsor Entity Right of First Refusal
Agreement, Dated September 16, 2005 and Agreement and Amendment,
Dated December 10, 2008" executed by and among JD Holdings, LLC
("JDH") and Debtors ("ROFR").
JDH may assert, incorrectly, that the ROFR is an interest in the
Real Estate. Other than the ROFR and any real estate taxes
currently owing to Dane County, Wisconsin, there are no liens or
other encumbrances on the Real Estate.
On May 26, 2017, the Trust entered into a Purchase Agreement with
the Purchaser to sell the Real Estate to the Purchaser free and
clear of all liens, interests, claims and encumbrances on the terms
and conditions set forth therein. Under the terms of the Purchase
Agreement, the Purchaser will pay $1.38 million in cash for the
Real Estate. The sale will close within 30 days following the
conclusion of the Purchaser's due diligence and the sale is
conditioned upon approval by the Court. The Trust will escrow the
net sale proceeds pending further order of the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/John_Q_Hammons_1093_Sales.pdf
The Real Estate is unencumbered by a mortgage or deed of trust.
The only possible lien against the Real Estate is to secure current
real estate taxes owed. Those taxes are significantly less than
the sale price. Moreover, the taxes will be paid at closing, thus
extinguishing any such lien. The Purchase Price is equal to or
more than the fair market value of the Real Estate.
In addition, upon approval by the Court, the sale will occur
without the engagement by the Trust of a real estate broker. As a
result, the typical broker's fee of 6% (approximately $82,800) will
be saved, and consequently, the Trust will receive greater net
proceeds than if a broker was involved.
In short, the Purchase Price represents the highest and best offer
for the Real Estate. For this reason, the Trust has not engaged,
and does not propose to engage, a broker to market the Real Estate
and thereby will avoid the additional cost associated with paying a
broker's commission and closing will not be delayed.
Based on the forgoing, the Trust submits that the sale of the Real
Estate is in the best interests of the Trust's bankruptcy estate
and should be approved. In conjunction therewith, the Trust asks
the Court approve the sale of the Real Estate to the Purchaser
under the terms of the Purchase Agreement free and clear of all
claims and interests to include the ROFR.
The Debtors ask that in the Order approving the sale, the Court
waives the 14-day waiting requirement of Rule 6004 so that, in
reliance on the order approving the Motion, the Debtors and the
Purchaser can immediately close the sale transaction.
The Purchaser:
KRAEMER DEVELOPMENT, LLC
Attn: Jeff M. Kraemer
7601 University Ave., Suite 202
Middleton, WI 53562
E-mail: jeff@kraemerdevelopment.com
The Purchaser can be reached at:
Jenifer Kraemer, Esq.
VON BRIESEN & ROPER, SE
10 East Doty, Suite 900
Middleton, WI 53703
E-mail: jkraemer@vonbriesen.com
About John Q. Hammons Fall 2006
Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) --
http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016. The petitions were signed by Greggory
D. Groves, vice president.
At the time of filing, the Debtors estimated assets at $100
million to $500 million and liabilities at $100 million to $500
million.
The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP. The Debtors' conflicts counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC. The Debtors engaged Alvarez
& Marsal Valuation Services, LLC, as appraiser. BMC Group, Inc.,
is the notice, claims, and balloting agent.
KENNEWICK PUBLIC: Trios Health Considering Reorganization or Sale
-----------------------------------------------------------------
The Kennewick Public Hospital District (KPHD) said in a filing with
the U.S. Bankruptcy Court for the Eastern District of Washington
that it has attempted, without success, to negotiate with creditors
regarding an out-of-court restructuring.
The Hospital District accordingly filed a petition commencing a
Chapter 9 bankruptcy proceeding in order to obtain relief from
creditor collection actions and provide the District with time to
effect a plan of adjustment of its debts.
The District, which runs the Trios Health system, said it is
assessing whether it is feasible to (i) use the Chapter 9 case to
effect a plan that will restructure its debt and allow it to
continue operations or (ii) seek to sell its assets to an
appropriate third-party purchaser under a plan.
The District has more than 3,000 creditors holding more than $220
million in claims. These creditors include bondholders, real and
personal property lessors and lenders, current or former employees
and retirees, political subdivisions or state or federal agencies,
and others who may be unknown, each with varying interests.
The District says it urgently needs relief under the Bankruptcy
Code given its cash position. Given the exigent circumstances,
engaging in further protracted multi-party creditor negotiations is
impracticable, the District says. Moreover, certain of the
District's creditors are attempting to obtain payment from and
exercise contractual remedies against the District through
threatened and actual litigation proceedings, which would result in
an avoidable preference.
The District has already filed motions with the Bankruptcy Court
to:
a. prohibit utilities from discontinuing service;
b. appoint Garden City Group, LLC as claims and noticing agent;
c. confirm the Debtor's authority to pay wages, obligations,
payroll taxes, and benefits;
d. maintain confidentiality of patient information as required
by privacy rules; and
e. confirm protections of Sections 362, 365, and 922 of
Bankruptcy Code.
Growth of Revenues and
Debt Service Obligations
Into the mid-2000's, the District's sole hospital was located in a
facility built in the 1950s at the District's existing campus at
900 South Auburn Street in Kennewick. The hospital facility
underwent a series of additions and improvements during that time,
including as recently as 2006. Nevertheless, in the face of
increasing competition, primarily from Kadlec Medical Center
("Kadlec") in Richland, the District determined that significant
further expansion and improvements would be required in order to
remain competitive and retain market share. Rather than expand in
its existing location, the District elected to maintain it as a
37-bed hospital, which it now operates as the Trios Women's and
Children's Hospital (the "Women's and Children's Hospital"), and
open a second hospital in a new location.
Craig Cudworth, the CEO, explains that the District's decision to
proceed with construction of the Southridge Hospital and Medical
Office Building was based on a 2010 feasibility study. The
feasibility study projected that Trios' revenues would grow, both
during the construction period and afterward, by sufficient measure
to support the increased debt service costs associated with its
financing of the project. For the period between 2010 and 2014,
the feasibility study projected that Trios' net revenue
would grow at an average rate of between 11.5% and 12.5%. The
feasibility study projected continued growth averaging 11.5% after
the 2014 opening of the Southridge Hospital and through 2015,
slowing to below 10% by 2016.
Net revenues between 2010 and 2011 did, in fact, grow at a
promising 15.5% rate. That was the only pre-opening period,
however, to meet or exceed expectations. Growth dropped to
approximately 2% for both 2012 and 2013 and fell just short of 10%
for 2014, a year that partially included the period after opening
of the Southridge Hospital. Net revenues did grow at a rate
exceeding expectations in 2015, jumping to over 15%, but dropped to
a negative rate in 2016.
The gap between Trios' actual and forecast revenue growth rates is
largely attributable to two unforeseen actions undertaken by
Kadlec. First, in 2011, Kadlec successfully negotiated for the
exclusion of Trios from coverage under the HMO and PPO plans
offered by Group Health. Prior to that time, payments from Group
Health represented approximately 4% of Trios' total revenue. After
losing the Group Health contract, Trios experienced an annual
reduction in net patient revenue of approximately $5.3 million.
Trios was unable to replace that lost revenue or its source with
gains from new or existing sources of revenue.
Second, after the District announced its intention to construct the
Southridge Hospital, Kadlec announced its own plans to locate a
free-standing emergency room in close proximity to the District's
new Southridge Hospital. Following Kadlec's opening of its
Southridge emergency room, Trios experienced an immediate decline
in patient visits to its own emergency room, along with a
corresponding decline in hospital admissions that are normally
associated with such visits. In 2010, Trios had 34,211 emergency
room visits. By 2014, that number decreased to 27,265 patient
visits, a decline of over 20% representing a loss of 6,946
emergency room visits. Moreover, Trios could historically expect
that approximately 9% of emergency room visits would result in
admissions, implying a potential loss of over 600 admissions
annually by 2014.
As a result of the foregoing, Trios generated net revenues in an
amount totaling $142.1 million less than what had been forecast for
the cumulative period between 2011 and 2016. Meanwhile, Trios'
corresponding interest and rental expenses during the same period
increased faster than originally forecast.
The District financed the Southridge Hospital, the Medical Office
Building, and much of the new equipment for those facilities with
lease financing. Payment obligations thereunder would and did begin
to increase dramatically after the Southridge Hospital opened in
2014. Prior to that time, however, Trios was unable to accumulate
cash, causing it to obtain additional lease financing in amounts
exceeding the District's original forecast. Consequently, Trios'
annual rental and interest expenses jumped from approximately $3.38
million 2013 -- the last full year before the Southridge Hospital
opened -- to $8.62 million in 2014. Those expenses climbed in 2015
to $16.26 million and again in 2016, as scheduled lease payment
obligations reached over $20 million. Trios' 2016 rental and
interest expenses were $4 million greater than forecast by the
feasibility study, consuming 11.4% of Trios' annual net patient
revenue (compared to original forecast of 7%). As a result, despite
other operating projections trending below original projections,
total cash flows from Trios' operations between 2011 and 2016
totaled $54 million less than originally forecast.
Over the course of 2016, the District's limited liquidity position,
which arose as a result of its high debt service, became
increasingly constrained.
Trios began funding negative operational cash flows by deferring
payment to its vendors, with vendor payables growing to $18.9
million outstanding, and increasingly past-due, by the end of 2016.
In response, vendors cut payment terms, demanding payment in
advance or cash on delivery, adding further stress to an already
stretched cash situation. The District ceased making payments on
its obligations under certain of the Equipment Financings and under
the Facility Financings as of January 2017.
Restructuring Options and
Attempts to Negotiate
In October 2016, the Board engaged Quorum Health Resources to
perform an operational assessment and review of Trios. Quorum
analyzed all aspects of Trios' business and identified areas where
improvements would benefit Trios' operational and financial
performance. Trios began implementation of Quorum's proposed
measures, which will be phased in over the course of 2017 and are
expected, in aggregate, to increase annual cash flows from
operations by approximately $12.22 million, of which $6.9 million
would be realized during 2017. In conjunction with and based on
Quorum's analysis, the Board also began considering various
financial restructuring alternatives.
In March 2017, the District provided a summary of its efforts to
its largest creditors in order to solicit interest and open
negotiations regarding potential restructuring options. The
District's efforts were met with a general unwillingness on the
part of key creditors to provide the District with financial
accommodations necessary to restructure the District's debt
obligations and stabilize its finances. The lack of creditor
interest in an out-of-court restructuring, coupled with the
District's unsustainable and increasing debt service, convinced the
District that an out-of-court restructuring was impracticable.
In addition, several of the District's creditors are attempting and
may obtain a preferential transfer from the District through
pending and threatened litigation proceedings:
-- On May 11, 2017, the University of Puget Sound sought to
enforce payment on a promissory note by filing a confession of
judgment in the Superior Court of Washington in and for Benton
County.
-- On May 18, 2017, Everbank Commercial Finance, Inc.
commenced an action by filing a complaint in the Superior Court of
Washington in and for Benton County, Case. No. 17-2-01360-6,
seeking a money judgment against the District for alleged breaches
of contract under certain equipment lease agreements.
-- On June 1, and June 14, 2017, respectively, Philips Medical
Capital LLC and Key Government Finance, Inc. sent letters to the
District's counsel alleging defaults, demanding payment, and
threatening to exercise contractual remedies under certain
equipment leasing agreements.
-- On June 2, 2017, Physicians Realty Trust, which owns the
District's obligations under the Medical Office Building Financing,
sent a letter demanding mediation regarding the District's alleged
defaults -- a condition precedent to exercising its
remedies—under the Medical Office Building Financing.
Consequently, after considering all available options, the District
determined that its burdensome long-term debt obligations are
impeding its ability to implement and continue making the financial
and operational improvements identified by Quorum. On June 29,
2017, the Board held a public meeting and unanimously passed
Resolution No. 2017-7, authorizing the District to file the Chapter
9 Petition. The District filed the petition the next day.
About Kennewick Public Hospital District
The Kennewick Public Hospital District owns and operates a
multi-faceted public healthcare system, known as Trios Health,
primarily serving residents in Kennewick, Pasco, Richland, and
surrounding communities. Trios is one of the largest
multi-specialty medical groups in Eastern Washington. The District
operates two hospitals to accommodate the greater Tri-Cities'
fast-growing population: Trios Women's and Children's Hospital at
its downtown Kennewick location and Trios Southridge Hospital, a
state-of-the-art hospital, which opened July 15, 2014. Trios
Medical Group, comprised of nearly 100 employed physicians and
providers, serves as the core of a growing medical staff network of
325+ providers throughout the Tri-Cities and includes practices and
services at eight Care Centers and one Urgent Care Center. Trios
Foundation enhances patient care through fundraising that enables
new programs and services, and brings new equipment to Trios
Health.
The Kennewick Public Hospital District filed a Chapter 9 petition
(Bankr. E.D. Wash. Case No. 17-02025) on June 30, 2017, estimating
$100 million to $500 million in assets and liabilities.
The Hon. Frederick P. Corbit is the case judge.
Foster Pepper PLLC is the counsel to the Debtor. Garden City Group
is the claims and noticing agent and maintains the case Web site
http://cases.gardencitygroup.com/kphd/
KENNEWICK PUBLIC: Trios Health Files for Chapter 9 with $220M Debt
------------------------------------------------------------------
The Kennewick Public Hospital District has filed its voluntary
petition for relief under Chapter 9 with the United States
Bankruptcy Court for the Eastern District of Washington to
reorganize $221 million in debt.
Chapter 9 specifically provides for the reorganization of
municipalities, providing a grace period of sorts within which to
propose a plan for the adjustment of the municipality's debts to
third parties.
Trios Health, which operates two hospitals (111 licensed beds) and
multiple outpatient care centers throughout Kennewick, will
continue to operate as normal as it works to reorganize its debt,
which totals about $221 million. The organization has reported
losses over the past three years and its cash
is depleted.
"We have arrived to a point that we must restructure our debt so
that we can sustain our operations and services to the Tri-Cities,"
said Marv Kinney, president of the KPHD Board of Commissioners.
"We have endeavored to avoid this process by working with our
creditors. Unfortunately, a few are not amenable to negotiation so
we needed to file so patient care can continue unhindered."
"That stated, we intend to honor our commitment to providing
excellent healthcare and do our very best by those who have
supported our business. The Board is proud of the administrative
team, providers, and staff. They are focused and dedicated, and
they continue to excel in providing compassionate, high-quality
care," he added.
The next step in the Chapter 9 process will be filing a plan of
adjustment and disclosure statement with the court outlining Trios
Health's plan for repayments. The plan of adjustment and
disclosure statement will be filed with the court when the
structure of the plan has been finalized. The court will then
assign a date for presentation of the plan and disclosure
statement. Depending on the judge's decision, the next steps in
the process can vary.
Craig Cudworth, the organization's chief executive officer, said
the details of the debt reorganization plan are not finalized but
that Trios Health will continue to take deliberate steps to return
to financial health as soon as possible. The administrative team
and leadership are following the recommendations presented by
Quorum Health Resources, a management consultant firm hired by
the KPHD board last year. Quorum delivered a 401-page report in
December 2016 describing the perfect storm for the organization
following the construction of a much-needed new hospital and
outpatient facility when industry-wide realities and local
competition collided.
"What is important right now is that our team remains focused on
moving forward and staying our course," Cudworth said. "Over the
last few months, we have significantly reduced our expenses
throughout the organization and adjusted our workforce to match our
patient volumes, which continue to exceed years past. It's not too
late for us to fix the financial challenges and we have every
reason to be successful in doing so."
Cudworth acknowledged there will be concerns among creditors.
"It's important that our vendors and partners understand that we
sought to avoid this," Cudworth said.
"We have tried to work out payment plans that would give us some
room, but that was not agreeable to all. In the interest of
continuing patient services, this is what we must do."
$220 Million in Debt
As of the Petition Date, the District's aggregate outstanding
indebtedness was approximately $220 million, consisting of an
approximate aggregate amount of:
* $110 million (book value) under the Southridge Hospital lease
financing agreements (the "Southridge Hospital Financing");
* $48.76 million (book value) under the Medical Office Building
lease financing agreements (the "Medical Office Building
Financing" and, together with the Southridge Hospital
Financing, the "Facility Financings");
* $24.07 million under certain equipment capital lease financing
agreements (collectively, the "Equipment Financings");
* $4.075 million in outstanding principal under those certain
Hospital System Revenue Improvement and Refunding Bonds,
2001 maturing January 1, 2019 and 2025 (the "2001 Revenue
Bonds");
* $4.05 million in outstanding principal under that certain
Limited Tax General Obligation Bond, 2006 maturing
December 1, 2021 (the "2006 LTGO Bond");
* $6.88 million in outstanding principal and past-due interest
under certain notes (collectively, the "Notes"); and
* $22.1 million in outstanding amounts payable to vendors, of
which at least $19.8 million is past due.
A copy of Mr. Cudworth's declaration in support of the first day
pleadings is available at:
http://bankrupt.com/misc/Kennewick_5_1st_Day_Affidavit.pdf
About Kennewick Public Hospital District
The Kennewick Public Hospital District owns and operates a
multi-faceted public healthcare system, known as Trios Health,
primarily serving residents in Kennewick, Pasco, Richland, and
surrounding communities. Trios is one of the largest
multi-specialty medical groups in Eastern Washington. The District
operates two hospitals to accommodate the greater Tri-Cities'
fast-growing population: Trios Women's and Children's Hospital at
its downtown Kennewick location and Trios Southridge Hospital, a
state-of-the-art hospital, which opened July 15, 2014. Trios
Medical Group, comprised of nearly 100 employed physicians and
providers, serves as the core of a growing medical staff network of
325+ providers throughout the Tri-Cities and includes practices and
services at eight Care Centers and one Urgent Care Center. Trios
Foundation enhances patient care through fundraising that enables
new programs and services, and brings new equipment to Trios
Health.
The Kennewick Public Hospital District filed a Chapter 9 petition
(Bankr. E.D. Wash. Case No. 17-02025-9) on June 30, 2017,
estimating $100 million to $500 million in assets and liabilities.
The Hon. Frederick P. Corbit is the case judge.
Foster Pepper PLLC is the counsel to the Debtor. Garden City Group
is the claims and noticing agent and maintains the case Web site
http://cases.gardencitygroup.com/kphd/
KEYSTONE TUBE: Taps Kurtzman as Administrative Advisor
------------------------------------------------------
Keystone Tube Company, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Kurtzman
Carson Consultants LLC, as administrative advisor to the Debtors.
Keystone Tube requires Kurtzman to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any appropriate
reports, as required in furtherance of confirmation of any
chapter 11 plan;
b. generate an official ballot certification and, if
necessary, testify in support of the ballot tabulation
results for any Chapter 11 plan in the bankruptcy case;
c. generate, provide and assist with claims objections,
exhibits, claims reconciliation and related matters;
d. provide such other processing, solicitation, balloting, and
other administrative services, but not included in the
Section 156(c) Application, as may be requested by the
Debtors from time to time.
Kurtzman will be paid at these hourly rates:
Securities Senior Director/
Solicitation Lead $210
Securities Director/Solicitation
Senior Consultant $195
Executive Vice President Waived
Director/Senior Managing Consultant $170-$195
Consultant/Senior Consultant $70-$165
Technology Programming Consultant $35-$70
Analyst $30-$50
Kurtzman will be paid a retainer in the amount of $20,000.
Kurtzman will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Evan Gershbein, senior vice president of corporate restructuring
services of Kurtzman Carson Consultants LLC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Kurtzman can be reached at:
Evan Gershbein
KURTZMAN CARSON CONSULTANTS LLC
2335 Alaska Ave.
El Segundo, CA 90245
Tel: (310) 823-9000
About Keystone Tube Company, LLC
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 and administrative advisor.
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.
KING'S PEAK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: King's Peak Energy, LLC
390 Union Blvd, Ste 620
Lakewood, CO 80228-1576
Jefferson
Business Description: King's Peak Energy, LLC is a corporation
entity based in Lakewood, Colorado and named
as a lessee in 27 oil and gas leases.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-16046
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Andrew D. Johnson, Esq.
ONSAGER | FLETCHER | JOHNSON LLC
1801 Broadway, Ste. 900
Denver, CO 80202
Tel: 303-512-1123
Fax: 303-512-1129
E-mail: ajohnson@OFJlaw.com
- and -
Christian C. Onsager, Esq.
ONSAGER | FLETCHER | JOHNSON LLC
1801 Broadway, Ste. 900
Denver, CO 80202
Tel: 303-512-1123
E-mail: consager@OFJlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The Chapter 11 petition was signed by Fred Soliz, manager/member.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cob17-16046.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Macquarie Bank Limited Bank Loan $9,702,598
Houston Representative
Office 500 Dallas St
Ste 3250
Houston, TX
77002-4800
Proven Petroleum, Inc. Operating $1,378,338
390 Union Blvd Ste 620 Services
Lakewood, CO
80228-1576
Steptoe & Johnson PLLC Accounting $191,081
Services
Burleson LLP $32,278
Davis Graham & Stubbs Legal $20,095
Services
DJ Oilfield Services LLC $19,671
SLEA 419 LLC $16,330
Pilot Thomas $11,174
Logistics LLC
CM Production, LLC $9,543
Burdick & Associates PC $8,250
D&D Swabbing LLC $5,459
D&B Services Inc. $5,057
CAROLEX LP $4,980
Lyman Grazing Association $4,596
Dynamic Ag Solutions LLC $3,800
PLS $1,440
Ready Rocks Inc. $621
Walter James Brown & $533
Kathryn Sue Justice
Family Trust
Ace Recycling & $500
Disposal Inc.
Norco Inc. $432
KINGDOM MEDICINE: Wants to Use Cash Collateral Until July 7
-----------------------------------------------------------
Kingdom Medicine, P.A., asks for permission from the U.S.
Bankruptcy Court for the District of Maryland to use cash
collateral of PNC Bank, National Association, Cumberland County
Bank, ICB Advance, Sandy Spring Bank and Max Advance, LLC, through
July 7, 2017.
The Debtor seeks an order permitting it to use cash collateral of
PNC in the approximate amount of $55,000, to fund Kingdom's
operations through July 7, 2017.
Max Advance has served a writ of garnishment on the Debtor's bank
account at Wells Fargo Bank, thereby freezing the Debtor's funds
and asserting an interest in the cash collateral in that account.
Currently, the amount in the Debtor's account is approximately,
$16,733. Additional funds are deposited regularly by insurance
carriers and other third-party payors.
PNC has the senior security interest in the cash collateral.
According to the Debtor's records, PNC is owed approximately
$580,000. As a practical matter, no other creditor has a real
interest in the cash collateral.
Kingdom actively manages the healthcare of approximately 15,000
patients. Moreover, Kingdom maintains medical records for an
additional approximately 30,000 patients. Kingdom needs the use of
cash collateral to continue providing medical care to these
patients. Kingdom requires use of the funds represented by the
deposits in its bank accounts and the receivables to operate its
business. During the next two weeks, through July 7, 2017, Kingdom
will need to pay, at a minimum, these expenses:
a. Payroll (including taxes and benefits) -- $22,500
b. Professional liability insurance -- $5,032.97
c. Answering service -- $430.22
d. Purchase of vaccines -- $20,000
e. Electronic medical records -- $400
f. Practice management system -- $2,500
Kingdom requests permission to use cash collateral in the amount of
$55,000 to provide a small cushion for unexpected emergencies and
unanticipated requirements.
Based on its prior experience, Kingdom anticipates that it will
generate approximately $70,000 of collectable new accounts
receivable during the same period.
The Debtor will provide each Secured Lender with adequate
protection of the Secured Lender's interest, if any, in the
proceeds of the cash collateral used by Kingdom by means of a
replacement lien on the post-petition inventory, accounts
receivable, cash or other property generated by Kingdom,
post-petition lien to have the same extent and priority as Secured
Lender's pre-petition liens, if any.
The Debtor's request is available at:
http://bankrupt.com/misc/mdb17-18482-8.pdf
About Kingdom Medicine
Kingdom Medicine, P.A., is in the business of owning and operating
an adult and pediatric medical practice with offices located in
Pikesville, Germantown and Rockville, Maryland.
Kingdom Medicine filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 17-18482) on June 21, 2017, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.
Judge Michelle M. Harner is the case judge.
James C. Olson, Esq., at James C. Olson, Attorney And Counselor At
Law, serves as the Debtor's bankruptcy counsel.
KINROSS GOLD: S&P Assigns 'BB+' Rating on New US$400MM Notes
------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issue-level rating
and '3' recovery rating to Kinross Gold Corp.'s proposed US$400
million senior unsecured notes due 2027. The '3' recovery rating
reflects S&P's expectation for meaningful (50%-70%; rounded
estimate 60%) recovery in the event of default.
S&P expects the company will apply proceeds from the notes issuance
to reduce a corresponding amount of principal outstanding under its
US$500 million term loan due August 2020. The proposed transaction
modestly improves Kinross' debt maturity profile but does not
impact our corporate credit rating on the company.
The 'BB+' long-term corporate credit rating and positive outlook on
Kinross primarily reflect the expected strength in the company's
core credit measures in 2017, but takes into account Kinross'
sensitivity to gold price and cost volatility.
S&P estimates the company's adjusted debt-to-EBITDA ratio at below
2x in 2017 based on S&P's US$1,200 per ounce gold price assumption,
which is considered strong for the ratings. Kinross improved its
cash position to about US$1.1 billion (pro forma from March 31,
2017) with the recent divestment of its Cerro Casale development
project interest in Chile. S&P believes that this large cash
balance will provide sustained financial flexibility given our view
that Kinross will fund substantially all of its estimated capital
expenditures of about US$900 million in 2017 with internal cash
flow generation.
"However, our ratings continue to incorporate the sensitivity of
the company's credit measures to gold price and unit cash cost
fluctuations. We estimate that relatively modest declines in gold
prices or increases in cash costs relative to our current
assumptions in 2017 and 2018 could lead to materially weaker
leverage and cash flow ratios. In addition, we also acknowledge
the risks associated with Kinross' capital-intensive expansion of
the company's Tasiast mine in West Africa, and other potential
developments that might be required for Kinross to maintain a
relatively stable reserve and production profile. We expect to
review the rating and outlook later this year; at that point, we
expect to have greater visibility regarding the sustainability of
Kinross' currently strong credit measures and the risks associated
with the company's future expansion initiatives," S&P said.
RATINGS LIST
Kinross Gold Corp.
Corporate credit rating BB+/Positive/--
Ratings Assigned
US$400 million senior unsecured notes BB+
Recovery rating 3 (60%)
KODI DISTRIBUTING: Allowed to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Arizona authorized Kodi Distributing, LLC, to use cash
collateral on an interim basis.
Pursuant to the Forecasted Profit & Loss, the Debtor will incur an
aggregate sum of $770,902 for the 12-month period from June 2017
through May 2018.
The Debtor is also authorized to obtain unsecured credit from
vendors willing to sell on ordinary trade terms, in the ordinary
course of business.
The Debtor has identified (a) Benita Turk; and (b) TBF Financial,
LLC, assignee of Celtic Bank as its creditors who purport to assert
liens or claims in the Debtor's cash and/or inventory.
Benita Turk and TBF Financial are each granted a postpetition
security interest in inventory acquired postpetition, and the
proceeds thereof, in the same priority as their respective
prepetition security interests.
Judge Ballinger held that the value of the postpetition secured
interest will not exceed the value of Collateral, which was valued
at $206,176 on the Petition Date. In the event that the value of
the Collateral is reduced below $170,000, the Debtor will pay
Benita Turk and TBF Financial commensurate with the depleted
values, as their priorities may appear.
A full-text copy of the Order, dated June 29, 2017, is available at
https://is.gd/sI9kVd
About Kodi Distributing
Established in 2009, Kodi Distributing, LLC, is an online
distributor of adult products including sex toys, penis pumps,
vibrators, dildos and more.
Kodi Distributing filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 17-07048) on June 21, 2017. Narongyos Santadsin, managing
member, signed the petition.
As of May 31, 2017, the Debtor had $751,274 in assets and $854,587
in liabilities.
The case is assigned to Judge Eddward P. Ballinger Jr.
The Debtor is represented by Krystal Marie Ahart, Esq. at James F.
Kahn, P.C.
KODI DISTRIBUTING: Hires Bankruptcy Legal Center as Counsel
-----------------------------------------------------------
Kodi Distributing, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Arizona to employ James F. Kahn, P.C.,
Bankruptcy Legal Center, as counsel to the Debtor.
Kodi Distributing requires Bankruptcy Legal to:
a. provide the Debtor general legal advice with respect to its
powers and duties as Debtor-In-Possession and the continued
operation of its business and the management of its
property;
b. prepare, on behalf of the Debtor, as Debtor-In-Possession,
necessary applications, answers, orders, reports, and other
legal papers including, without limitation, emergency
orders for the operation of the business, applications and
orders for use of cash collateral; and
c. perform all other legal services for the Debtor as
Debtor-In-
Possession which may be necessary.
Bankruptcy Legal will be paid at these hourly rates:
Partners $400
Associates $250
Paralegal $175
Bankruptcy Legal will also be reimbursed for reasonable
out-of-pocket expenses incurred.
James F. Kahn and Krystal M. Ahart, members of James F. Kahn, P.C.,
Bankruptcy Legal Center, 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.
Bankruptcy Legal can be reached at:
James F. Kahn, Esq.
Krystal M. Ahart, Esq.
JAMES F. KAHN, P.C.
BANKRUPTCY LEGAL CENTER
301 E. Bethany Home Rd., Suite C-195
Phoenix, AZ 85012-1266
Tel: (602) 266-1717
Fax: (602) 266-2484
E-mail: James.Khan@azbar.org
Krystal.Ahart@azbar.org
About Kodi Distributing, LLC
Kodi Distributing, LLC, based in Phoenix, AZ, filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 17-07048) on June 21, 2017. The
Hon. Eddward P. Ballinger Jr. presides over the case. James F.
Kahn, Esq., and Krystal M. Ahart, Esq., at James F. Kahn, P.C.,
Bankruptcy Legal Center, serves as bankruptcy counsel.
In its petition, the Debtor estimated $751,274 as of May 31, 2017
to $854,587 as of May 31, 2017 in both assets and liabilities. The
petition was signed by Narongyos Santadsin, managing member.
LANE FAMILY: May Use Cash Collateral Through Sept. 30
-----------------------------------------------------
The Hon. Robert S. Bardwil of the U.S. Bankruptcy Court for the
Eastern District of California has authorized Lane Family Limited
Partnership No. One to use cash collateral through Sept. 30, 2017.
A copy of the court order is available at:
http://bankrupt.com/misc/caeb17-20038-123.pdf
As reported by the Troubled Company Reporter on May 29, 2017, the
Debtor sought permission from the Court to use up to $8,469 of cash
collateral per month, to pay monthly expenses in the ordinary
course of business for the three-month period ending on Sept. 30,
2017. These entities may potentially assert interests in the
Debtor's assets, including cash collateral: (a) SJ County Tax
Collector holds a claim of approximately $5,863, which is secured
by the Real Properties; (b) First Community Bank holds a claim of
approximately $2,287,566, which is secured by Real Properties and
Mitigation Bank Credits; (c) Strategic Funding Source, Inc., holds
a claim of approximately $9,995, which is secured by the Debtor's
receivables, personal property, and Mitigation Bank Credits; (d)
Frog Funding, LLC holds a claim of approximately $15,000, which is
secured by the Debtor's receivables, personal property, and
Mitigation Bank Credits.
About Lane Family LP No. One
Lane Family Limited Partnership No. One's bankruptcy case was
commenced by filing voluntary chapter 12 petition on Jan. 4, 2017.
Jan Johnson was the appointed acting Chapter 12 Trustee. The case
was later converted to one under Chapter 11 (Bankr. E.D. Cal. Case
No. 17-20038) on March 15, 2017.
The Debtor is represented by Iain A. MacDonald, Esq., and Matthew
J. Olson, Esq., at MacDonald Fernandez LLP.
LARKIN EXCAVATING: Flat Land Buying All Assets for $2.01M
---------------------------------------------------------
Larkin Excavating, Inc., asks the U.S. Bankruptcy Court for the
District of Kansas to authorize the sale of substantially all
assets to Flat Land Excavating, LLC, for $2,010,000, subject to
overbid.
Larkin's Assets consist primarily of a landfill/quarry, real
property, an office building, warehouse and yard located at 13575
E. Gilman Rd., Lansing, Kansas, equipment used in and necessary for
the operation of Larkin's business, accounts receivable,
intellectual property and intangible, other miscellaneous personal
property and leases (subject to the lessor's rights to approve the
assumption and assignment of the leases).
Larkin has struggled for many years, resulting in, among other
payables, a significant tax debt in excess of $1,000,000 owed to
the Internal Revenue Service and other taxing authorities. By the
Petition Date, Larkin's debts far exceeded its ability to pay or
reorganize. Because of the substantial tax debt and continuing
capital needs of the business, for which it lacks funding sources,
Larkin has determined that it is in its best business judgment and
the best interests of the bankruptcy estate to sell substantially
all of its Assets.
On June 23, 2017, Flat Land presented Larkin with a Letter of
Intent ("LOI") under which Flat Land has offered to purchase
substantially all of the Assets for $2,010,000.
Larkin proposes to sell the Assets to Flat Land, free and clear of
liens and encumbrances. Pursuant to the LOI, the parties have
agreed to a sale of the Assets to Flat Land for a purchase price of
$2,010,000. The terms of the sale will be memorialized in an Asset
Purchase Agreement, the form of which Larkin intends to file prior
to the sale date and to present to any prospective bidders who
request it. Flat Land is purchasing the property in an "as is"
condition and agrees to accept said property in its present
condition. The LOI also provides that if Flat Land is not the
winning bidder at the auction for the sale of the Assets, Flat Land
will be entitled to receive $20,000 as a break-up fee.
A copy of the LOI attached to the Motion is available for free at:
http://bankrupt.com/misc/Larkin_Excavating_74_Sales.pdf
Should parties other than Flat Land desire to submit competing
offers to purchase the Assets, those offers will be subject to
these terms and conditions:
a. Any purchase offer for all of the Assets must be submitted
in an initial amount not less than $2,110,000.
b. Any subsequent bids will be in increments of $100,000, or
such lesser amount as Larkin considers appropriate, which may be
determined at the sale hearing.
c. Any competing bid will be on terms which are no more
burdensome or conditional to Larkin or less burdensome or
conditional to the bidder than are the terms of the Asset Purchase
Agreement.
d. Any competing bid will not be contingent upon either
receipt of financing necessary to its consummation or upon
completion of any due diligence.
e. In order to participate in any bidding process conducted at
the hearing on the Motion, a competing bidder must appear with: (i)
appropriate evidence of its financial ability to consummate a
contract should such party be the successful bidder at the hearing
on the Motion; and (ii) a cashier's check in the amount of $25,000
as and for an earnest money deposit, which deposit will be
refundable should the bidding process not result in a sale to the
competing bidder.
f. Any competing bidder must be able to perform under and
enter into a contract substantially similar to the Asset Purchase
Agreement immediately upon entry of the order approving the sale,
which Larkin anticipates will occur in late July or early August
2017.
g. Any person who desires to submit a competing bid prior to
the hearing on the Motion and who desires to conduct a due
diligence investigation with Larkin's cooperation will be entitled
to conduct such due diligence investigation upon the following
conditions: (i) the competing bidder will deliver a Confidentiality
Agreement and a non-binding letter of intent to Larkin, through its
counsel, indicating its interest in the acquisition of the Assets
and setting forth the terms of its proposed offer; (ii) the
competing bidder will, contemporaneously with submission of its
letter of intent, provide appropriate evidence of its financial
ability to consummate a contract should such party be the
successful bidder at the hearing on the Motion; and (iii) the
competing bid will be accompanied by an earnest money deposit in
the amount of $25,000 which will be refundable should the competing
bid not be the prevailing bid at the hearing on the Motion.
h. The competing bidder will have completed its due diligence
prior to the hearing or closing the sale, neither of which will be
delayed nor contingent on completion of due diligence.
Larkin asks that, upon closing of the sale, all net sale proceeds
be paid to the Secured Parties in the order of their priority or to
the extent of their interest for application against the
indebtedness owed to that party, as agreed upon between Larkin and
the Secured Parties or as determined by the Court.
Larkin believes the sale is in the best interests of the Chapter 11
estate and its creditors, is proposed in good faith, and is
supported by a substantial business justification. No party other
than Flat Land has, at this time, exhibited an interest in the
purchase of the Assets for the price offered by Flat Land. Larkin
asserts that its efforts to date, coupled with the bidding
procedures detailed in the Motion, will gamer the best and highest
price for the Assets. Accordingly, the Debtor asks the Court to
approve the relief requested.
About Larkin Excavating
Larkin Excavating, Inc. -- http://larkinexcavating.com/-- provides
construction services and operates throughout the United States.
It owns a shop and office building located at 13575 Gilman Road,
Lansing, Kansas, valued at $453,500; a vacant land in Eisenhower
Road, Leavenworth, with a value of $300,000; and a track of real
property, identified by Larkin as the rock quarry and landfill, in
Leavenworth County, valued at $400,000.
Larkin Excavating sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-20890) on May 17,
2017.
John Larkin, president, signed the petition.
At the time of the filing, the Debtor disclosed $3.46 million in
assets and $6.38 million in liabilities.
Judge Dale L. Somers presides over the case.
The Debtor is represented by Joanne B. Stutz, Esq., at Evans &
Mullinix, P.A.
LMI AEROSPACE: S&P Affirms Then Withdraws 'B' CCR
-------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
tier-2 aerostructures supplier LMI Aerospace Inc. The outlook is
stable.
Subsequently, S&P withdrew all of its ratings on the company
because its debt has been repaid.
S&P affirmed its corporate credit rating on LMI following the
successful completion of Sonaca Group's acquisition of the company
for about $192 million. LMI's rated debt was redeemed as part of
the transaction.
Subsequently, S&P withdrew all of its ratings on the company
because its debt had been repaid.
LOVE GRACE: Exclusive Plan Filing Deadline Moved to Aug. 18
-----------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana has extended, at the behest of Love
Grace Holdings, Inc., the exclusive periods to file a Plan of
Reorganization through Aug. 18, 2017, and to obtain acceptances of
the plan through Oct. 17, 2017.
As reported by the Troubled Company Reporter on May 22, 2017, the
Debtor requested the extension, saying that cause exists to extend
the Exclusivity Periods, citing that: (a) the Debtor is profitable;
(b) the Debtor has put together a pro-forma cash flow in which it
has some confidence that will allow meaningful and realistic
negotiations for Plan treatment for creditors; and (c) the Debtor
has requested a meeting with the Unsecured Creditors Committee to
negotiate their plan treatment based upon the Debtor's pro-forma.
About Love Grace Holdings
Love Grace Holdings, Inc., doing business as Apricot Lane and Blu
Spero Boutique, operates a series of retail clothing outlets in
malls. The locations are in Florida, Alabama, Louisiana and
Mississippi.
Love Grace Holdings filed a Chapter 11 petition (Bankr. M.D. La.
Case No. 17-10057) on Jan. 20, 2017. The petition was signed by
Arthur A. Lancaster, Jr., president and sole shareholder. The case
is assigned to Judge Douglas D. Dodd. The Debtor estimated assets
and liabilities at $1 million to $10 million.
The Debtor is represented by Greta M. Brouphy, Esq., and Douglas S.
Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC.
On Feb. 6, 2017, the U.S. trustee for Region 5 appointed an
official committee of unsecured creditors. The committee members
are: (1) GGP Limited Partnership; (2) Intex Flooring, LLC; and (3)
Douglas Kampen. The Committee hired Paul Douglas Stewart, Jr.,
Esq., at Stewart Robbins & Brown, LLC, as its legal counsel.
No trustee or examiner has been appointed or designated in the
case.
MANIX HOLDINGS: Intends to Use Banco Inbursa Cash Collateral
------------------------------------------------------------
Manix Holdings, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to use the cash collateral
pledged to Banco Inbursa, S.A.
The Debtor requires the use of the pledged cash collateral in order
to meet postpetition contractual and tax obligations related to the
management and maintenance of the hotel on the real property owned
by the Debtor.
The Debtor has prepared a proposed budget showing total anticipated
expenses of approximately $189,462 during the week ending July 1,
2017 through week ending August 19, 2017.
The Debtor asserts that without the ability to use the cash
collateral, the Debtor's hotel business operations will cease,
which in turn will also negatively affect the value of the real
property as an ongoing concern, which is proposed to be sold as
part of a liquidated plan in this Chapter 11 proceeding.
Banco Inbursa, S.A. claims approximately $5.1 million which is
secured by substantially all assets, in including all personal
assets of the Debtor pursuant to a Mortgage, Assignment of Rents &
Leases, Collateral Assignment of Property Agreements and Fixture
Filings. Apparently, the cash collateral is pledged to the Banco
Inbursa to ensure payment of the prepetition obligations.
The Debtor claims that Banco Inbursa is over-secured by
approximately $8.5 million considering that the real property asset
of the Debtor is worth approximately $13.5 million.
A full-text copy of the Debtor's Motion, dated June 29, 2017, is
available at https://is.gd/SOR4BS
A copy of the Debtor's Budget is available at https://is.gd/pu3U2I
About Manix Holdings
Manix Holdings, a Florida Limited Liability Company, owns a small
hotel currently operating on its real property in Osceola County,
Florida at 7491 West Irlo Bronson Parkway, Kissimmee, Florida.
Manix Holdings filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 17-04209) on June 26, 2017. The petition was signed by Jill
Masoud of Brouse Hotel Group, LLC, managing member of the Debtor.
At the time of filing, the Debtor estimated under $50,000 in assets
and $1 million to $10 million in liabilities.
The Debtor is represented by Roddy B. Lanigan, Esq., at Lanigan &
Lanigan PL.
MANUFACTURERS ASSOCIATES: Can Continue Using Cash Until July 31
---------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorized Roberta Napolitano, as the Chapter 11
Trustee of Manufactures Associates, Inc.'s estate, to use cash of
up to $130,000 from July 1, 2017, through July 31, 2017.
The Debtor, through the Trustee, may use cash collateral to meet
all necessary business expenses incurred in the ordinary course of
its business and statutory quarterly chapter 11 fees payable to the
Office of the U.S. Trustee.
The Trustee and the Debtor concede that the cash collateral is
subject to the security interests of Nuvo Bank and Trust Company.
Nuvo Bank and Trust Company is granted replacement liens in all
after-acquired property of the Debtor, and that said liens will be
of equal extent and priority to that which Nuvo Bank enjoyed with
regard to the estate's property at the time the Debtor filed its
Chapter 11 petition.
The Debtor is directed to make adequate protection payment in the
amount of $3,500 to Nuvo Bank for the period of July 1, 2017,
through July 31, 2017.
A hearing on the continued use of cash collateral will be held on
July 26, 2017 at 10:00 a.m.
A full-text copy of the Order, dated June 29, 2017, is available at
https://is.gd/Bt0Esl
About Manufacturers Associates
Manufacturers Associates, Inc., based in West Haven, Conn., filed a
Chapter 11 petition (Bankr. D. Conn. Case No. 15-31832) on Nov. 2,
2015. The petition was signed by Anthony Parillo, Jr., president.
At the time of the filing, the Debtor estimated assets at $0 to
$50,000 and liabilities at $1 million to $10 million.
The case is assigned to Judge Julie A. Manning.
Initially, the Debtor was represented by Peter L. Ressler, Esq., at
Groob Ressler & Mulqueen, P.C. The Debtor is currently represented
by Carl T. Gulliver, Esq., at Coan, Lewendon, Gulliver &
Miltenberger, LLC, as general Chapter 11 counsel.
The U.S. Trustee appointed Roberta Napolitano, Esq., as the Chapter
11 Trustee of the Debtor's estate.
The Chapter 11 Trustee retained her own firm Ignal Napolitano &
Shapiro, P.C., as counsel, and Erum Randhawa of Blum Shapiro & Co.,
P.C., as accountant.
MARINA BIOTECH: Hires CMO to Lead Sales & Marketing of Prestalia
----------------------------------------------------------------
Marina Biotech, Inc., announced that Erik Emerson will join the
company in the newly created role of chief commercial officer,
effective immediately.
Mr. Emerson most recently served as the president and chief
executive officer of Symplmed Pharmaceuticals, which he had founded
in 2013. He had led Symplmed to the submission, approval and
commercial launch of Prestalia, and to the eventual sale of such
assets to Marina Biotech in June 2017. He also spearheaded the
development and launch of Symplmed's DyrctAxess technology, a
patented software designed to manage prescription fulfillment and
patient monitoring. DyrctAxess has demonstrated a significant
impact on patient conversion to treatment, long-term compliance and
overall patient retention. Prior to founding Symplmed, Mr. Emerson
served as the head of Commercial Development at XOMA from 2010 to
2013; and as Director of Marketing at Gilead Sciences from 2007 to
2010. He began his career at King Pharmaceuticals in sales, sales
training and marketing. Mr. Emerson graduated from the University
of Oregon with a Bachelor of Arts in Political Science with a
specialization in Administration and Organization.
"We are thrilled to have Erik join the Marina Biotech team to
establish a sales and marketing capability for Prestalia. In
addition, he will play a key role in developing the commercial
strategies for our other therapies if they receive regulatory
approvals," stated Joseph Ramelli, CEO of Marina Biotech. "Our
recent acquisition of the FDA approved therapy Prestalia represents
a large and attractive market opportunity for Marina, which made
finding the right Chief Commercial Officer essential. I am
confident that Erik is that person."
Mr. Emerson stated, "The opportunity to work with the leadership at
Marina on a new vision for growing sales of Prestalia is exciting,
as it is a rare chance to grow the market for a tremendous new
product such as this. I am equally excited to be contributing to
the transition of Marina into a strong and growing commercial
organization. There are several promising therapies in our
clinical pipeline that, if they are approved by the FDA, we could
bring to market using the sales and marketing platforms being
developed for Prestalia."
Dr. Trieu, Marina Chairman, stated, "Currently available branded
combinations of perindopril and amlodipine, including Prestalia,
have worldwide sales of approximately $307 million according to IMS
data. Therefore Prestalia will serve as a strong anchor around
which we can build a new Marina. In our effort to focus and
revitalize our company as well as increase shareholder value we
intend to explore appropriate opportunities to divest our
oligotherapeutics assets through either a spin off to our
shareholders or the sale of, or the grant of licenses to, our
assets related to these technologies."
As a result of the commercial sales opportunities now available to
Marina following the acquisition of Prestalia, the Company's
management team has decided to narrow the focus of its business to
commercialization of Prestalia and development of a next generation
celecoxib as a substitute for opioids as well as an anticancer
agent. This focus will allow the company to reduce its near-term
capital requirements. This is reflected by the company website
which recently has been relaunched at www.marinabio.com.
Mr. Ramelli continued, "Upon completing a review of our business
objectives, we decided to focus our attention and resources on the
programs and activities that will deliver the greatest value to
stockholders in the shortest period of time."
About Prestalia
Prestalia contains perindopril arginine, an ACE inhibitor, and
amlodipine, a dihydropyridine calcium channel blocker, and is
indicated for the treatment of hypertension to lower blood
pressure. Prestalia may be used in patients whose blood pressure
is not adequately controlled on monotherapy. Prestalia may be used
as initial therapy in patients likely to need multiple drugs to
achieve blood pressure goals. Lowering blood pressure reduces the
risk of fatal and nonfatal cardiovascular events, primarily strokes
and myocardial infarctions. These benefits have been seen in
controlled trials of antihypertensive drugs from a wide variety of
pharmacologic classes, including amlodipine and the ACE inhibitor
class to which perindopril principally belongs.
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015. As of
March 31, 2017, Marina had $6.11 million in total assets, $2.69
million in total liabilities, all current, and $3.41 million in
total stockholders' equity.
Squar Milner LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses and negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
MAYACAMAS HOLDINGS: UST Wants Ch.11 Trustee or Ch.7 Conversion
--------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 17, asks the
Honorable Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California to appoint a chapter 11 trustee for
each of the debtors, Mayacamas Holdings LLC and Profit Recovery
Center LLC pursuant to 11 U.S.C. Sec. 1104(a).
In the alternative, the U.S. Trustee asks the Court to convert the
Debtors' cases to chapter 7 pursuant to 11 U.S.C. Sec. 1112(b).
The U.S. Trustee argues that appointment of a chapter 11 trustee is
necessary because of actual conflicts of interest of the Debtors'
current management, as well as preferential transfers by the
Debtors' managing member.
The U.S. Trustee explains that David Levy, the Debtors' managing
member, is a longtime friend and investment partner of certain key
players in the Debtors' cases and is the sole indirect owner of
both of the Debtors and various non-debtor entities which own the
properties adjacent to the Debtors' parcels.
"These conflicts are particularly important in these cases, as Levy
would be ultimately responsible for, among other things,
determining the appropriate allocation of proceeds from any sale of
the various debtor and non-debtor entities, which requires an
impartiality that Levy does not possess," the U.S. Trustee says.
"In addition, Levy granted preferential transfers to certain
creditors prepetition. These facts constitute "cause" under Section
1104 and warrant the appointment of a chapter 11 trustee."
Given that the two Debtors have different assets and creditors, and
that there are substantial inter-company debts, a separate trustee
would be required for each of the Debtors to resolve the conflicts
in these cases, the U.S. Trustee tells the Court.
Levy is the managing member of the Debtors through another entity
he owns, On the T Capital LLC. The U.S. Trustee recounts that Levy
testified at the meeting of creditors for Mayacamas in May 2017
that he has "been an owner, operator, financier, with On the T
Capital being the entity that everything rolls up into." On the T
wholly also owns Generocity Capital, LLC, Generocity Partners,
Inc., and Paradise With Purpose LLC, and is a shareholder in
Generocity Media Partners, Inc.
Mayacamas owns a parcel of land in Calistoga, California, that is
referred to as Mayacamas Ranch. Mayacamas is a single asset real
estate holding company and not an operating company. Mayacamas has
no employees. A retreat center is located on the land held by
Mayacamas, and that retreat center is operated by PWP, a non-debtor
entity owned by On the T.
Levy stated at the meeting of creditors that it is "traditional" to
have a separate operating company such as PWP operate the business
on land held by a holding company. Levy characterized PWP as "the
only operating business of the related real estate entities" that
own Mayacamas Ranch and the surrounding or nearby parcels.
Debtor PRC was formed in 2007 to be a purchaser of claims in class
action cases. PRC holds, among other interests, a 21 percent
interest in Cascade Settlement Services LLC. Cascade purchases
claim rights in commercial class action cases.
PRC has no employees or active operations.
PRC also owns the parcel next to Mayacamas Ranch, located at 4101
Mountain Home Ranch Road, Calistoga, CA, which is referred to as
Hidden Lake.
Levy, indirectly through On the T and Generocity Capital LLC, owns
four other parcels surrounding Mayacamas Ranch and Hidden Lake. In
addition, Levy owns one parcel directly under his own name.
Engmann Debt Modification Agreement
Approximately a year prior to the Chapter 11 filings, Levy began to
negotiate a debt modification agreement between creditors Michael
Engmann and various members of the Engmann family, on the one hand,
and the Debtors and various entities owned indirectly by Levy on
the other, including On the T, GeneroCity Capital LLC, and
Generocity Media Partners, Inc.
Levy, personally, was also a party to the DMA. The DMA was
ultimately signed on or about March 15, 2017, shortly before the
Debtors' Chapter 11 filing.
According to the U.S. Trustee, the Engmann Group made a series of
loans to the Debtors and the Levy-owned non-debtor entities, some
of which were guaranteed by Levy. However, as of the time of the
DMA, the Engmann Group did not have liens against any of the real
properties. Rather, the Engmanns only had security against
proceeds from PRC's interests, the value of which was declining at
that time.
Levy testified at the Mayacamas creditors' meeting that one of his
purposes in negotiating the Debt Modification Agreement was to roll
up all of the loans between the Levy-owned entities and the
Engmanns into a new agreement and to give the Engmanns more
collateral with respect to their loans. Levy indicated that he has
"had a long relationship with Michael Engmann from the very
beginning of the class action business going back to 2001, and
we've had a lot of success."
Pursuant to the DMA, the Engmanns were granted liens against the
properties held by Mayacamas, PRC and Generocity Capital. After
the Agreement was signed but before the sale was completed, Levy
caused the Debtors and Generocity Capital to execute deeds of trust
against the three properties as specified in the Debt Modification
Agreement. The DMA also anticipated the sale of the Mayacamas, PRC
and Generocity properties.
While the DMA was being negotiated, Levy, with the assistance of
consultants, contractors or agents, had been engaged in efforts to
sell Mayacamas Ranch and Hidden Lake, in conjunction with one or
more surrounding parcels owned by non-debtors. Levy testified at
the Mayacamas creditors' meeting that the Debtors' properties had
been on the market for at least six months.
The prepetition marketing process resulted in a potential buyer
signing a purchase sale agreement; however, due to delays in
performance by the prospective purchaser, the senior secured
lender, Carmel Financing, moved to foreclose on Mayacamas Ranch and
Hidden Lake prompting the Debtors to file for Chapter 11.
Levy testified that after the Petition Date but before the
Mayacamas creditors' meeting, another potential buyer had submitted
a bid. He estimated that a $13 million to $14 million sale price
would pay all creditors in full, exclusive of approximately $3
million in scheduled inter-company debt.
Levy further testified that, in his view, a sale of Mayacamas Ranch
and Hidden Lake should be combined with the other surrounding
properties owned directly or indirectly by Levy in order to achieve
the highest price. In particular, Levy stated that he believed the
three "ranch" parcels, Mayacamas Ranch, Hidden lake, and the Ridge
(owned by Generocity Capital), should be sold together to achieve
the highest price. In addition, Levy said that he had been advised
by brokers that the highest price would be achieved by "offering
everything."
The U.S. Trustee tells the Court that, in the event that such an
integrated sale of debtor and non-debtor entities takes place, the
Debtors will be required to allocate the purchase price received
among the parcels owned by debtor and non-debtor entities.
The U.S. Trustee also says the Debtors will have to allocate the
DIP financing between the two Debtors. Levy stated at the PRC
creditors' meeting that this was contemplated to be an 80/20
allocation, with 80% being allocated to Mayacamas.
Force 10 and Weiss Engagement
On May 26, 2017, the Debtors filed their Application to hire Force
Ten Partners LLC and designate Brian Weiss as Restructuring
Manager. According to the U.S. Trustee, the Debtors said they need
Force Ten's and Weiss's assistance in allocating values between the
Ranch, Hidden Lake, and other parcels, if they are sold together.
The Debtors also need a neutral, professional who specializes in
real estate and bankruptcy to (i) select a real estate brokerage
firm to market the Mayacamas and PRC properties on an expedited
basis, (ii) negotiate the sale of the Debtors' real property, (iii)
allocate the value and price of the parcels in a manner that is
fair to all creditors, (iv) solicit equity investments, and (v)
resolve claims of creditors who are, to a significant degree,
friends and close acquaintances of Levy.
The Debtors indicated that Levy should remain closely involved in
the process, but that an insolvency expert and restructuring
professional should be retained to work with Levy.
The U.S. Trustee also points out that the Force 10 Retention
Application states that:
-- Weiss would be retained as Restructuring Manager "upon
the express approval of Levy";
-- "[Weiss] will report to Levy"; and
-- "[t]o be clear, Weiss and Force 10 will not supplant
Levy".
The U.S. Trustee has objected to the Force 10 Retention
Application, saying the Debtors are seeking to circumvent Section
1104 of the Bankruptcy Code.
On June 16, 2017, the Debtors filed their Motion seeking authority
to obtain postpetition senior secured superpriority financing.
According to the U.S. Trustee, if the Court declines to order the
appointment of a chapter 11 trustee for each of the Debtors, then
for the same reasons, the Court should convert the cases to chapter
7 or dismiss the cases pursuant to section 1112(b)(1), which also
authorizes conversion or dismissal for gross mismanagement or other
cause.
Attorneys for the United States Trustee:
LYNETTE C. KELLY, Esq.
Trial Attorney
United States Department of Justice
Office of the U.S. Trustee
450 Golden Gate Ave., Ste #05-0153
San Francisco, CA 94102
Telephone: (415) 705-3333
Facsimile: (415) 705-3379
Email: lynette.c.kelly@usdoj.gov
About Mayacamas Holdings
and Profit Recovery Center
Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline
above the town of Calistoga in Napa, California, known as Mayacamas
Ranch. Mayacamas Ranch is Northern California's premier
exclusive-use group retreat center for companies, non-profit
groups, weddings, and families.
Mayacamas Holdings LLC and Profit Recovery Center LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Calif. Case Nos. 17-30326 and 17-30327) on April 7, 2017. David H.
Levy, manager, signed the petitions. The cases are jointly
administered.
At the time of the filing, the Debtors estimated their assets and
debts at $1 million to $10 million.
Rimon P.C. serves as the Debtors' bankruptcy counsel.
The Debtors retained Brian Weiss of Force Ten Partners LLC as their
restructuring manager.
MBIA INSURANCE: S&P Affirms 'CCC' Financial Strength Rating
-----------------------------------------------------------
S&P Global Ratings said it lowered its financial strength rating on
National Public Finance Guarantee Corp. (National) to 'A' from
'AA-' and its long-term counterparty credit rating on MBIA Inc. to
'BBB' from 'A-'. S&P also removed its ratings on these issuers
from CreditWatch Negative where it initially placed them June 6,
2017. The outlooks are stable.
S&P affirmed its 'AA' financial strength rating on Build America
Mutual Assurance Co. (BAM) and removed it from CreditWatch Negative
where we placed it June 6, 2017. The outlook is stable.
S&P affirmed its 'A' long-term counterparty credit rating on
Assured Guaranty Ltd. (AGL) and its 'AA' financial strength ratings
on its bond insurance subsidiaries (collectively Assured). The
outlooks are stable.
S&P affirmed its 'CCC' financial strength rating on MBIA Insurance
Corp. (MBIA Corp) and revised the outlook to stable from negative.
S&P is also withdrawing its 'D' rating on MBIA Corp.'s surplus
notes and preferred stock.
S&P's 'BB' financial strength rating on Assured Guaranty (London)
LTD. (AG London) remains on CreditWatch with positive
implications.
"The rating actions on National and MBIA Inc. are based on our view
that National's business risk profile is weaker than its peers', as
National has struggled to gain wide market acceptance", said S&P
Global Ratings credit analyst David Veno. Its risk-adjusted
pricing (RAP) ratio, although improving, has been the lowest in the
industry and was 2.67% for the first five months of 2017, as
compared to Assured's and BAM's of 4.93% and 4.38%, respectively.
Although the low RAP can be attributed partially to trading
differential, the very low volume of the par written is an
additional indication of National's limited market penetration and
acceptance. S&P do not expect meaningful improvement in volume and
market share or the company's business risk profile.
With regard to National's financial risk profile, the company's
capital adequacy is very strong, with a capital adequacy ratio in
excess of 1.0x. However, National has a Largest Obligor Test (LOT)
violation that limits S&P's view of capital adequacy.
Notwithstanding the LOT violation, S&P expects National's capital
position to remain supportive of the rating. S&P's rating on MBIA
reflects its structural subordination to National.
The rating actions on BAM are based on S&P's view that, although
the company continues to trail Assured in business volume and
pricing, it has gained strong market acceptance. Through the first
five months of 2017, the company's share of insured U.S. public
finance par was approximately 42% and its RAP was 4.39%. Based on
the company's underwriting strategy, S&P do not expect a material
change in its market share, nor do S&P expects a significant change
in the risk profile of its insured portfolio. BAM has made
operational changes that S&P expects to improve the long-term
profitability of the company and help bolster its capital position.
As a mutual company, however, BAM's RAP and profitability may
always trail Assured's because its members seek a stable, low-cost
source of insurance, and the driver of its capital growth is its
members' surplus contributions.
BAM's capital adequacy is very strong with a capital adequacy ratio
in excess of 1.0x. However, this is the first year the company
incurred a LOT violation, which may create volatility in its
capital position and limits S&P's view of its capital adequacy,
which could weigh on our future ratings.
The affirmation of S&P's rating on Assured reflects S&P's view of
its strong competitive position built on a proven track record of
credit discipline and market leadership in terms of par insured,
premiums written, and risk-based pricing. For the first five
months of 2017, the company reported a U.S. public finance RAP of
4.93%, and a RAP of 6.32% when S&P includes the international
public finance business.
Although much of Assured's business has been in the U.S. public
finance market, it has the most diverse underwriting strategy of
any bond insurer, also conducting business in the global structured
finance and international public finance markets. Although some
segments of these other markets have been risky in the past, S&P
believes management's current approach to writing business in them
is well thought-out and measured. S&P therefore believes this
strategy provides flexibility to capitalize on growth trends and
pricing opportunities in one sector while other sectors experience
less-favorable trends, which S&P feels provides some competitive
advantage versus its peers. Additionally, and importantly, S&P do
not believe Assured's presence in these other markets will become a
significant part of its overall business.
Assured's capital adequacy is very strong with a capital adequacy
ratio in excess of 1.0x. However, Assured has a LOT violation that
limits our view of capital adequacy and could weigh on the rating.
In addition, the company's exposure to issuers in Puerto Rico may
pressure its capital position as losses begin to materialize.
S&P's rating on AGL reflects its structural subordination to
Assured.
The rating action on MBIA Corp. is based on S&P's view that the
company's liquidity positon has somewhat improved; however, its
liquidity remains weak and is subject to risks from payment timing
on credit-default swap contracts and residential mortgage-backed
securities excess spread recoveries. In S&P's view, MBIA Corp.'s
capital position is very weak, and S&P scores its capital adequacy
as less vulnerable. Given the size of MBIA Corp.'s insured
portfolio versus its capital base and the limited opportunities to
improve its capital position, S&P do not expect to see any
improvement in its capital adequacy. The company is in run-off,
and S&P views it as nonstrategically important to MBIA Inc.
With regard to AG London, the company was purchased from MBIA
Insurance Corp in Jan. 2017 and there are no reinsurance or support
agreements between AG London and any AGL subsidiary. AG London
will remain in run off and S&P views it as nonstrategically
important to Assured. Assured management is working to combine AG
London with its other affiliated European insurance companies, at
which time the insured obligations of AG London will become the
obligations of the entity surviving the business combination. Any
such combination will be subject to regulatory and court
approvals.
The outlook on National is stable, reflecting the strength of the
company's capital position and the deleveraging that is occurring
as the run-off of insured exposure is greater than the amount of
new business being written.
The stable outlook on BAM reflects S&P's view that its competitive
position will remain strong, and S&P believes market demand for
BAM's credit enhancement and risk-return requirements will help
maintain an acceptable RAP. S&P also expects the company's
operating performance to improve and become less of a drag on
capital growth. The maintenance of capital adequacy at the current
level is essential for rating stability.
The stable outlook on Assured reflects S&P's view of the company's
strong competitive profile and very strong capital adequacy, as
well as its leadership position in the U.S. public finance market.
The outlook also considers Assured's measured approach to insure
international infrastructure and global structured finance
transactions to capitalize on positive market trends in those
markets. S&P also do not expect the non-U.S. public finance
business to alter the overall risk profile of the insured
portfolio. The maintenance of a capital adequacy ratio of more
than 1.0x is essential for rating stability.
The stable outlook on MBIA Corp. reflects S&P's view that the
company's capital and liquidity are adequate to meet claim payments
through 2017. Given the risk of the remaining insured portfolio
relative to MBIA Corp.'s capital base and limited opportunity to
improve its capital position, S&P expects capital to remain under
stress. If MBIA's capital stabilizes as a result of lower
potential adverse loss development, S&P would view this as positive
to the rating. If the company exhibits increased losses and
diminished liquidity, so that the time to a possible breach of
minimum regulatory levels shortens to less than two years, S&P
could lower the rating.
The CreditWatch Positive on AG London is based on S&P's expectation
that the company will be folded into one of Assured's affiliated
European insurance companies and the insured obligations of AG
London will become obligations of Assured and carry the same rating
as Assured. S&P would maintain the rating on AG London if the
company was not combined with one of Assured's affiliated European
insurance companies or there were no reinsurance or support
agreements that benefit AG London.
MESOBLAST LIMITED: Releases Rheumatoid Arthritis Trial Results
--------------------------------------------------------------
Mesoblast Limited announced that results from the randomized,
placebo-controlled 48-patient Phase 2 trial of its proprietary
allogeneic Mesenchymal Precursor Cells (MPCs) in patients with
biologic refractory rheumatoid arthritis (RA) were presented at the
European League Against Rheumatism (EULAR) Annual European Congress
of Rheumatology held in Madrid June 14-17. The abstract was
selected by peer review and presented by the trial's independent
investigators.
The EULAR Congress is the key European platform for showcasing
innovation in rheumatology and highlighting the latest advances in
the field. The 2017 Congress was attended by approximately 14,000
delegates from more than 120 countries.
Trial investigator, Dr Suzanne Kafaja, Assistant Clinical Professor
in the Division of Rheumatology, Department of Medicine, at the
University of California at Los Angeles (UCLA), presented both
safety and efficacy outcomes of the trial using pre-specified
analyses over the 12-week primary evaluation period, as well as
follow-up results over 39 weeks.
Dr Kafaja said the trial had met its primary endpoints and the data
indicated an early trend to improvements in patient-related outcome
measures. "Taken together, these results show promise and support
further development of Mesoblast's mesenchymal precursor cells for
biologic-refractory rheumatoid arthritis patients, a population
with substantial remaining medical need," she said.
Major advances in the treatment of RA using biologic agents have
resulted in a $19 billion global market in 2016, the majority of
which is due to use of anti-TNF agents. The RA population
resistant to anti-TNF agents, which constitutes about one-third of
patients treated with anti-TNF agents, is the fastest growing
branded market segment within the global RA biologics market, and
is set to grow further as multiple anti-TNF biosimilars become
available. There are approximately 6 million prevalent cases in
the United States, Japan, and EU5, with 2.9 million in the United
States alone in 2016.
About Mesoblast Ltd.
Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
develops cell-based medicines. The Company has leveraged its
proprietary technology platform, which is based on specialized
cells known as mesenchymal lineage adult stem cells, to establish a
broad portfolio of late-stage product candidates. Mesoblast's
allogeneic, 'off-the-shelf' cell product candidates target advanced
stages of diseases with high, unmet medical needs including
cardiovascular diseases, immune-mediated and inflammatory
disorders, orthopedic disorders, and oncologic/hematologic
conditions.
Mesoblast reported a loss before income tax of $90.82 million for
the year ended June 30, 2016, compared to a loss before income tax
of $96.24 million for the year ended June 30, 2015.
PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
MULTICARE HOME: Hires Eric A. Liepins as Counsel
------------------------------------------------
Multicare Home Health Services, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Eric
A. Liepins, P.C., as counsel to the Debtor.
Multicare Home requires Eric A. Liepins to represent the Debtor in
the Chapter 11 bankruptcy proceedings.
Eric A. Liepins will be paid at these hourly rates:
Attorney $275
Paralegal/Legal Assistant $30-$50
The Debtor paid Eric A. Liepins a retainer in the amount of $5,000,
plus filing fee.
Eric A. Liepins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Eric A. Liepins, sole owner of Eric A. Liepins, 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.
Eric A. Liepins can be reached at:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About Multicare Home Health Services, LLC
Multicare Home Health Services, LLC filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 17-32419) on June 21, 2017, and is
represented by Eric A. Liepins, Esq., in Dallas, Texas.
At the time of filing, the Debtor had $0 to $50,000 in estimated
assets and $1 million to $10 million in estimated liabilities.
The petition was signed by Gloria Wilson, managing member.
MULTICARE HOME: Wants to Use Cash Collateral of IRS
---------------------------------------------------
Multicare Home Health Services, LLC, asks for authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to use
cash collateral.
The Internal Revenue Service asserts a lien on operations of the
Debtor. The IRS assets a lien on among other things, the accounts
receivable revenue generated by the Debtor. This collateral may
constitute the cash collateral of the IRS.
The Debtor is in immediate need to use the cash collateral of the
IRS to maintain operations of the business. The continued
operations of the Debtor will necessitate the use of the cash
collateral.
The Debtor seeks to use the cash collateral of the IRS to make the
payroll and continue operations.
An emergency exists in that the entire chance of the Debtor's
reorganizing depends on the Debtor's ability to immediately obtain
use the alleged collateral of the IRS to continue operations of the
company while effectuating a plan of reorganization.
The Debtor is willing to provide the IRS with replacement liens.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/txnb17-32419-2.pdf
About Multicare Home
Multicare Home Health Services, LLC, operator and owner of a home
healthcare business, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 17-32419) on June 21, 2017. Gloria Wilson,
managing member, signed the petition. The Debtor estimated $0 to
$50,000 in assets and $1 million to $10 million in liabilities.
Multicare Home is represented by Eric A. Liepins, Esq., in Dallas,
Texas.
NATIONAL EVENTS: Hires Herrick Feinstein as Bankruptcy Counsel
--------------------------------------------------------------
National Events Holdings, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Herrick Feinstein LLP, as bankruptcy counsel to the Debtors.
National Events requires Herrick Feinstein to:
(a) advise the Debtors with respect to their powers and duties
as the Debtors and debtors in possession in the continued
management and operation of their 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 bankruptcy case, including
all of the legal and administrative requirements of
operating in chapter 11;
(c) take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on
their behalf, the defense of any actions commenced against
their estates, subject to the limitations as set forth in
the Selbst Declaration, negotiations concerning all
litigation in which the Debtors may be involved and
objections to claims filed against the estates;
(d) prepare on behalf of the Debtors all motions,
applications, answers, orders, reports and papers
necessary to the administration of the estates;
(e) negotiate and prepare on the Debtors' behalf plans of
reorganization, disclosure statements and all related
agreements and documents and take any necessary action on
behalf of the Debtors to obtain confirmation of such
plans;
(f) advise and assist the Debtors in connection with sales of
assets;
(g) appear before the Bankruptcy Court, any appellate courts,
and the U.S. Trustee, and protect the interests of the
Debtors' estates before such courts and the U.S. Trustee;
(h) continue the Debtors' cooperation with the investigation
of the U.S. Attorney for the Southern District of New York
into Nissen's alleged fraud (the "US Attorney
Investigation");
(i) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with their chapter 11 cases.
Herrick Feinstein will be paid at these hourly rates:
Members $495-$1,050
Associates $290-$580
Legal Assistants $180-$355
The Debtors paid a total aggregate prepetition retainer of $150,000
for prepetition professional services rendered by Herrick Feinstein
to the Debtors in connection with responding to the U.S. Attorney
Investigation, preparation of the Debtors' bankruptcy petitions,
first day motions and related filings. Of that sum $100,000 was
received on June 5, 2017 and is being treated by Herrick Feinstein
as a retainer for its services as bankruptcy counsel.
To the extent that Herrick Feinstein's fees and expenses for its
prepetition services exceed $50,000, Herrick has agreed to waive
such fees and expenses.
Herrick Feinstein will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Stephen B. Selbst, member of Herrick Feinstein 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.
Herrick Feinstein can be reached at:
Stephen B. Selbst
HERRICK FEINSTEIN LLP
2 Park Avenue
New York, NY 10016
Tel: (212) 592-1400
Fax: (212) 592-1500 (fax)
E-mail: sselbst@herrick.com
About National Events Holdings, LLC
National Events Holdings, LLC, et al., operate together a ticket
broker and wholesale distributor of tickets for sporting and
theatrical events that was formed in 2006. The Debtors provide
ticketing services for all concert, theater and sporting event
tickets, as well as various V.I.P. hospitality packages that
deliver exclusive access to big name events, including hotels,
celebrity meet and greets and exclusive parties.
National Events Holdings, et al., filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5,
2017.
The Debtors are represented by Stephen B. Selbst, Esq., and Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP, in New York. The Debtor
hired Timothy Puopolo of RAS Management Advisors, LLC, as chief
restructuring officer.
NATIONAL EVENTS: Hires Puopolo of RAS Management as CRO
-------------------------------------------------------
National Events Holdings, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Timothy Puopolo of RAS Management Advisors, LLC, as chief
restructuring officer to the Debtors.
National Events requires RAS Management to:
a. provide oversight and support to the Debtors' other
professionals in connection with Acquisition and
Divestiture efforts;
b. provide oversight and assistance with the preparation of a
thirteen-week cash flow forecast, evaluate short-term
liquidity requirements of the Debtors;
c. provide oversight and assistance with the preparation of
financial related disclosures required by the bankruptcy
court, including the Schedules of Assets and Liabilities,
the Statement of Financial Affairs and Monthly Operating
Reports, and related disclosures;
d. provide oversight and assistance with the preparation of
financial information for distribution to creditors and
others, including, but not limited to, cash flow
projections and budgets, cash receipts and disbursements
analysis of various asset and liability accounts, and
analysis of proposed transactions for which Court approval
is sought;
e. participate in meetings and provide assistance to potential
investors, potential lenders, any official committees
appointed in the case, the U.S. Trustee, other parties in
interest, including contractual counterparties, and
professionals hired by the same, as requested;
f. evaluate and make recommendations in connection with
strategic alternatives as needed to maximize the value of
the Debtors;
g. provide oversight and assistance with the preparation of
analysis of creditor claims by type, entity, and individual
claim, including assistance with the development of
databases, as necessary, to track such claims;
h. provide oversight and assistance with the evaluation and
analysis of avoidance actions, including, fraudulent
conveyances and preferential transfers, if necessary;
i. provide testimony in litigation/bankruptcy matters as
required;
j. evaluate the cash flow generation capabilities of the
Debtors for valuation maximization opportunities;
k. provide oversight and assistance in connection with
communications and negotiations with constituents including
trade vendors, investors and other critical constituents to
the successful execution of the Debtors' near-term business
plan;
l. assist in development of a plan of reorganization and in
the preparation of information and analysis necessary for
the confirmation of a plan in chapter 11 proceedings; and
m. perform other tasks as agreed to among RAS, the Debtors
and counsel to the Debtors.
RAS Management will be paid at these hourly rates:
Richard Sebastiao $550
Timothy Boates $550
Paul Gricus $380
Timothy Puopolo $350
Prior petition date, RAS Management received from the Debtors a
retainer in the amount of $150,000.
RAS Management will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Timothy Puopolo, member of RAS Management Advisors, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (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.
RAS Management can be reached at:
Timothy Puopolo
RAS MANAGEMENT ADVISORS, LLC
10632 N. Scottsdale Rd.
Scottsdale, AZ 85254
Tel: (602) 316-4993
E-mail: tpuopolo@rasmanagement.com
About National Events Holdings, LLC
National Events Holdings, LLC, et al., operate together a ticket
broker and wholesale distributor of tickets for sporting and
theatrical events that was formed in 2006. The Debtors provide
ticketing services for all concert, theater and sporting event
tickets, as well as various V.I.P. hospitality packages that
deliver exclusive access to big name events, including hotels,
celebrity meet and greets and exclusive parties.
National Events Holdings, et al., filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5,
2017.
The Debtors are represented by Stephen B. Selbst, Esq., and Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP, in New York. The Debtor
hires Timothy Puopolo of RAS Management Advisors, LLC, as chief
restructuring officer.
NATIONAL TRUCK: Wants Premium Financing Pact With Prime Rate OK'd
-----------------------------------------------------------------
National Truck Funding, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Mississippi to incur,
nunc pro tunc to June 26, 2017, debt, execute and make cash down
payment and subsequently monthly payments pursuant to a premium
financing agreement with Prime Rate Premium Finance Corporation.
In the ordinary course of business, the Debtor maintains insurance
policies providing insurance in amounts and types of coverage in
accordance with the state and local laws, as well as in accordance
with certain contractual obligations.
The Debtor's "Drive Away" policy came up for renewal prior to the
Petition Date. A "Drive Away" policy is a policy endorsement that
broadens the collision coverage for autos being driven or
transported from point of purchase or distribution to destination.
The Debtor says that maintaining insurance is crucial to the
ability of the Debtor to continue operating its business.
The insurance will bear total premiums of $34,676 and the payment
of that amount from the Debtor's cash on hand in a single payment
would potentially hinder the Debtor's ability to pay other
operational expenses in the ordinary course of its business.
Therefore, it is necessary for the Debtor to finance the premiums
of the subject insurance policy.
The Debtor has determined that PRPFC will agree to finance the
premiums of the insurance policy.
The Debtor's obligations under the Premium Finance Agreement
include payment of a cash down payment in the amount of $6,936 and
nine monthly payments in the amount of $3,229.16 commencing on July
26, 2017.
The Debtor forwarded the down payment required by the Premium
Finance Agreement to the insurance agent, Bolt Insurance Agency, on
or about Jan. 26, 2017.
The Debtor's obligations under the Premium Finance Agreement will
be secured by all right, title and interest to the subject
insurance policy including (a) all money that is or may be due to
the Debtor because of a loss under the subject insurance policy
that reduces the unearned premiums; (b) any unearned premium under
the subject insurance policy; (c) dividends which may become due to
the Debtor in connection with the subject insurance policy; and (d)
interests arising under any state guarantee fund. Furthermore,
under the Premium Finance Agreement, PRPFC is appointed as the
attorney in fact for the Debtor, and all named insureds under the
subject insurance policy, and has authority to, among other things,
cancel the subject insurance policy in the event of non-payment.
No party currently holds a lien or security interest over the type
of property covered by the Premium Finance Agreement.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/mssb17-51243-28.pdf
Headquartered in Gulfport, Mississippi, National Truck Funding, LLC
-- http://nationaltruckfunding.com-- retails and rents trucks.
National Truck operates as a subsidiary of American Truck Group,
LLC -- http://americantruckgroup.com.
Affiliated debtors National Truck (Bankr. S.D. Miss. 17-51243) and
American Truck (Bankr. S.D. Miss. 17-51244) simultaneously sought
Chapter 11 protection on June 25, 2017. The petitions were signed
by Louis J. Normand, Jr., manager.
Judge Katharine M. Samson presides over the case.
William P. Wessler, Esq., at Wessler Law Firm serves as the
Debtors' bankruptcy counsel.
National Truck estimated its assets and liabilities at between $10
million and $50 million each. American Truck estimated its assets
and liabilities at between $1 million and $10 million each.
NC DEVELOPMENT: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: NC Development, L.L.C.
P.O. Box 31
Winchester, VA 22601
Business Description: NC Development listed its business as a
single asset real estate (as defined in 11
U.S.C. Section 101(51B)), whose principal
assets are located at 320 Hope Drive
Winchester, VA 22604.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-50630
Court: United States Bankruptcy Court
Western District of Virginia (Harrisonburg)
Judge: Hon. Rebecca B. Connelly
Debtor's Counsel: Dale A. Davenport, Esq.
HOOVER PENROD, PLC
342 South Main Street
Harrisonburg, VA 22801
Tel: (540) 433-2444
E-mail: ddavenport@hooverpenrod.com
- and -
Hannah White Hutman, Esq.
HOOVER PENROD, PLC
342 South Main Street
Harrisonburg, VA 22801
Tel: 540-433-2444
Fax: 540-433-3916
E-mail: hhutman@hooverpenrod.com
bdriver@hooverpenrod.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew Carroll, managing member.
The Debtor's list of two unsecured creditors is available for free
at:
http://bankrupt.com/misc/vawb17-50630.pdf
NEW YORK CRANE: Perry Mandarino Named Ch. 11 Trustee for J. Lomma
-----------------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York entered an Order approving the appointment of
Perry Mandarino as the Chapter 11 Trustee in an individual
bankruptcy case of James F. Lomma.
The individual case of James Lomma is included in the Chapter 11
bankruptcy case, captioned, In re New York Crane & Equipment Corp.,
et al.
About New York Crane
New York Crane & Equipment Corp., J.F. Lomma Inc. (De.), J.F. Lomma
Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy
petitions (Bankr. E.D.N.Y. Lead Case No. 16-40043) on Jan. 6,
2016.
The corporate Debtors operate crane, trucking and rigging companies
doing business in New York City and other parts of the country. The
petitions were signed by James F. Lomma as president. New York
Crane & Equipment disclosed total assets of $9.8 million and total
debts of $22.05 million. Judge Carla E. Craig presides over the
cases.
The Debtors have hired Goldberg Weprin Finkel Goldstein LLP as
their counsel; LaMonica Herbst & Maniscalco, LLP as special
counsel; Robert L. Friedbauer CPA PC as accountant; Marcum LLP as
financial advisor; and Pro Star Pilatus Center LLC as Broker in
relation to an Aircraft Remarketing Agreement.
James Lomma is the president and sole shareholder of the corporate
Debtors. The Debtors employ LaMonica Herbst & Maniscalco, LLP as
special litigation and conflicts counsel to James F. Lomma.
On February 12, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Togut, Segal & Segal LLP as its counsel.
On December 9, 2016, the Debtors filed an amended disclosure
statement, which explains their proposed Chapter 11 plan of
reorganization. The plan proposes to pay general unsecured
creditors in full.
NRMT LLC: Wants Exclusive Plan Filing Period Extended to Sept. 29
-----------------------------------------------------------------
NRMT, LLC, asks the U.S. Bankruptcy Court for the Middle District
of Florida to extend the exclusive periods for the Debtor to
propose a plan of reorganization through Sept. 29, 2017, and obtain
acceptances of the plan through Nov. 29, 2017.
Unless extended by an order of the Court, the Debtor's Exclusive
Plan Period will expire on June 29, 2017, and the corresponding
Exclusive Solicitation Period will expire on Aug. 29, 2017.
The Debtor continues to actively negotiate with creditors,
including the principal secured creditor, to develop a plan that is
not only feasible but may result in consent to confirmation by the
creditors with the largest claims. The Debtor is somewhat
confident that, if given additional time, it will be able to
resolve the remaining issues to arrive at a fair and confirmable
plan. In addition, Debtor RJR Towing, LLC, has filed a complaint
in Adversary No 3-17-ap-00125 (JAF) seeking a determination that
certain equipment leases are actually disguised financing
agreements, and for related relief. Finally, given that no
creditors would be harmed by the requested extension, the Debtor
believes that a fair analysis of the cause factors results in a
finding of cause and, thereby, should weigh in favor of the
granting of the Debtor's request for extension.
The Debtor tells the Court that the expiration of the Exclusive
Periods would deny it a meaningful opportunity to negotiate and
propose a confirmable joint plan with all the constituent parties,
and would be antithetical to the reorganization objectives of
Chapter 11. The Debtor assures the Court that the requested
extension of the Exclusive Periods will not prejudice the
legitimate interests of any creditor or other party in interest.
Instead, the requested extension will increase the likelihood of a
consensual resolution of the case that preserves a greater
reorganization value than will any plan that the Debtor might file
at this time simply to preserve their exclusive rights.
About NRMT LLC
NRMT LLC filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-00702) on
March 1, 2017. The Debtor is represented by Robert D. Wilcox,
Esq., of Wilcox Law Firm.
Robert D. Wilcox, Esq., and Elizabeth R. P. Bowen, Esq., at Wilcox
Law Firm, serves as the Debtor's counsel.
OMNICOMM SYSTEMS: Five Directors Elected by Stockholders
--------------------------------------------------------
OmniComm Systems, Inc., held its annual meeting of stockholders in
Fort Lauderdale, Florida on June 22, 2017, at which the
stockholders:
1. elected Randall G. Smith, Cornelis F. Wit, Robert C.
Schweitzer, Dr. Adam F. Cohen and Dr. Gary A. Shangold
to the Board of Directors to serve for terms expiring
immediately following the Company's annual stockholder's
meeting in 2018 and until their respective successors are
duly elected and qualified;
2. ratified the appointment of Liggett & Webb P.A., as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2017;
3. approved a three years frequency of future advisory vote to
approve Named Executive Officer compensation; and
4. approved on an advisory basis the Named Executive Officer
compensation as disclosed in the Company's 2017 Annual
Meeting Proxy Statement.
In accordance with the Board's recommendation set forth in the
Company's proxy statement for the 2017 Annual Meeting of
Stockholders, and consistent with the stated preference of the
majority of the Company's stockholders, on June 22, 2017, the Board
determined that the frequency of future advisory stockholder votes
on named executive officer compensation will be conducted every
three years until the next required advisory stockholder vote on
frequency is held. The next advisory stockholder vote regarding
the frequency of future advisory stockholder votes on named
executive officer compensation is required to occur no later than
the Company's 2023 annual meeting of stockholders.
About OmniComm Systems
Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. --
http://www.omnicomm.com/-- is a healthcare technology company that
provides Web-based electronic data capture ("EDC") solutions and
related value-added services to pharmaceutical and biotech
companies, clinical research organizations, and other clinical
trial sponsors principally located in the United States and
Europe.
OmniComm reported net income of $101,880 on $25.41 million of total
revenues for the year ended Dec. 31, 2016, compared with net income
of $2.58 million on $20.71 million of total revenues for the year
ended Dec. 31, 2015. As of March 31, 2017, Ominicomm had $7.08
million in total assets, $28.05 million in total liabilities and a
total shareholders' deficit of $20.96 million.
As of March 31, 2017, the Company was in default on principal and
interest payments owed totaling $139,443 on its 10% Convertible
Notes that were issued in 1999, according to the Company's Form
10-Q report for the period ended March 31, 2017.
OTEX RESOURCES: Creditor Selling Oil and Gas Leases and Wells
-------------------------------------------------------------
Solstice Capital, LLC, the DIP Financer and Prepetition Secured
Creditor of OTeX Resources, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Texas to authorize the sale of oil and gas
leases and wells that are subject to the lien in accordance with
the DIP Loan.
Objections, if any, must be filed within 21 days of the date of
service.
Prior to filing, the Debtor had secured loans in multiple stages
from the Creditor. The Creditor filed its proof of claim, on or
about Feb. 13, 2017 evidencing its secured claim.
The Debtor was negatively impacted by the decline in oil prices,
which affecting the entire oil industry. This decrease in sales
and liquidity caused the Debtor to default on obligations and
resulted in the subsequent bankruptcy filing.
A real property asset of the Debtor is commonly referred to as the
"Lost Lake Field" in Chambers County, Texas was unable to produce
any oil for months because of flooding in 2015 and 2016 that
impacted the field and its ability to produce oil at the Lost Lake
Field. The Trinity River crested at record levels leaving the
wells and surface equipment inundated severely impacting its cash
flow.
After filing for protection under Chapter 11, the Debtor
encountered several obstacles to its ability to restart production
of its oil production. The Creditor is extremely concerned that
the Debtor's viability is in question and its value continues to
rapidly depreciate with each day that passes, it is unable to
acquire insurance and the necessary production permits and
licenses.
On Feb. 13, 2017, the Court approved the Debtor's agreement with
the Creditor to be the DIP Lender for the purpose of providing the
Debtor with a capital infusion to enable it to continue or restart
operations in order to demonstrate its viability for a potential
sale of the Debtor and substantially all of the its assets.
The Court's authorized two orders regarding Debtor in possession
financing: (i) Agreed Interim Order Authorizing
Debtor-In-Possession to Obtain Post-Petition Financing, Grant
Security Interests and Accord Super Administrative Priority Status
Pursuant to 11 U.S.C. Section 364 and Giving Notice of Final
Hearing Pursuant to Bankruptcy Rule 4001(b)(2) and (c)(2) ("70K DIP
Order"); and (ii) Agreed FINAL Order Authorizing
Debtor-In-Possession to Obtain Post-Petition Financing, Grant
Security Interests and Accord Super Administrative Priority Status
Pursuant to 11 U.S.C. Section 364 and Giving Notice of Final
Hearing Pursuant to Bankruptcy Rule 4001(b)(2) and (c)(2).
The 70K DIP Order ordered that as additional security for the
Post-Petition DIP Financing, the Creditor shall be granted a lien
on the O&G Leases and the Vehicles. Such liens shall be subject to
any valid enforcement pre-petition lien properly filed of record on
Jan. 31, 2017. Initially, the Court allowed for $70,000 of DIP
financing and then the Court later approved an additional $30,000
of DIP financing from DIP Lender to the Debtor.
The Debtor was given funds as part of the DIP Loan for it to
purchase insurance, pay the necessary fees to the TX RR to be
allowed to restart production, and the Debtor has been unable begin
production again. It has continued to be unable to provide
adequate and necessary protection to the Creditor.
The Debtor has not found any buyers for the business as a going
concern. As of the date of the Sale Motion, it has yet to develop
or present a viable business plan that would allow it to continue
to operate and also while operating begin to start to produce
revenue. The Debtor has failed to reacquire the necessary licenses
from the Railroad Commission of Texas ("TX RR") after the Debtor
fell into noncompliance under the TX RR's regulatory requirements.
The Debtor has failed to conceive a plan that would allow the
Debtor to reacquire the necessary licenses from the TX RR to begin
producing oil again and as its primary business is the production
of oil and those licenses from the TX RR are a necessary part of
its business this is extremely concerning to the Creditor.
The Debtor has continued to struggle due its inability of acquiring
the proper licenses and permits and insurance and thus preventing
the Debtor from being able to restart oil production. The Debtor
has specifically failed to obtain a P-4, Producer's Transportation
Authority and Certificate of Compliance from the Railroad
Commission of Texas. The Debtor has also been unable to obtain and
secure adequate insurance coverage to be in compliance with the
requirements of the United States Trustee office. It has failed to
make any payments in accordance with the terms of the DIP Loan to
the Creditor.
When considering these difficulties the Debtor is facing, it is in
the best interest of the Creditors to provide the Creditors with
adequate protection to allow the Creditor to pursue and follow
through on the sale as approved by the Texas Property Code Section
51.002.
Through the Sale Motion, the Debtor proposed to sell substantially
all its marketable assets , including equipment and rights to
unexpired leases. The Sale will also result in the immediate
reduction of post-petition claims against it.
The Debtor has no other relationship with Solstice Capital other
than as a prepetition secured creditor and DIP Lender. The
principal member of Solstice Capital is Erich Mundinger.
The Creditor believes that the request for the approval of the sale
allowed under the Texas Property Code Section 512 will provide the
adequate and necessary protection for the Creditor. Accordingly,
the Creditor asks the Court to approve the relief sought.
The Creditor asks the Court to waive the 14-day stay imposed by
Bankruptcy Rules 6004 and 6006.
A copy of the list of assets to be sold attached to the Motion is
available for free at:
http://bankrupt.com/misc/Otex_Resources_32_Sales.pdf
Counsel for the Creditor:
Harold N. May, Esq.
HAROLD "HAP" MAY, PC
Two Riverway, 15th Floor
Houston, TX 77056
Telephone: (281) 407-5609
Facsimile: (832) 201-7675
About OTeX Resources
OTeX Resources LLC owns a small oil field production company. It
operated a business specializing in the production and sales of
crude oil resulting from its acting as an operator in certain
fields in eastern Harris County and Western Chambers County.
OTeX Resources sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-80033) on Jan. 31, 2017. The
petition was signed by Thomas E. Fereday, managing member. At the
time of the filing, the Debtor disclosed $560,172 in assets and
$1.71 million in liabilities.
The case is assigned to Judge Marvin Isgur.
Larry A. Vick, Esq., in Houston, Texas, serves as counsel to the
Debtor.
PALLET PLUS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Pallet Plus, Incorporated as of
June 28, according to a court docket.
About Pallet Plus, Incorporated
Pallet Plus, Incorporated sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-24658) on May 25,
2017, and is represented by John Edward Dunlap, Esq. The case is
assigned to Judge George W. Emerson Jr.
At the time of the filing, the Debtor estimated less than $100,000
in assets and $1 million in liabilities.
PARKER DEVELOPMENT: Hearing on Plan Outline Approval Set for Aug. 3
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia will
hold on Aug. 3, 2017, at 11:00 a.m. a hearing to consider the
adequacy of the information contained in the proposed disclosure
statement filed by secured creditor SummitBridge National
Investments III LLC on June 16, 2017, referring to the proposed
plan of reorganization for Parker Development, LLC.
Objections to the adequacy of the information contained in
Disclosure Statement must be filed on or before seven days prior to
the date of the hearing.
As reported by the Troubled Company Reporter on June 27, 2017,
SummitBridge National filed with the Court the Disclosure
Statement, stating that the Plan provides that the Court will
appoint a plan trustee who will be selected and identified by the
Plan Proponent upon notice to all interested parties. The Plan
Trustee will have full, sole, and exclusive authority to operate
and sell the commercial real estate in the City of Norfolk,
Virginia. The authority to operate the Property will include the
authority to negotiate new leases, lease extensions and lease
renewals, and to pursue enforcement of existing and new leases,
including the collection of unpaid rent. The authority to sell the
Property will include the authority to convey the Property by
special warranty deed.
About Parker Development
Parker Development, LLC, also known as Parker Development I, LLC,
is a Virginia limited liability company that owns and operates
certain commercial real estate in the City of Norfolk, Virginia.
Parker Development filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 16-73359) on Sept. 28, 2016. The petition was signed by
George G. Parker, president. Judge Stephen C. St. John presides
over the case. Greer W. McCreedy, II, Esq., at The McCreedy Law
Group, PLLC, serves as bankruptcy counsel. At the time of filing,
the Debtor estimated assets and liabilities at $1 million to $10
million.
PATRIOT COAL: Trustee's Sale of Contingent Surplus Security Okayed
------------------------------------------------------------------
Judge Keith L. Phillips of the U.S Bankruptcy Court for the Eastern
District of Virginia authorized the sale by Eugene Davis,
Liquidating Trustee for the PCC Liquidating Trust in the chapter 11
cases of Patriot Coal Corp. and certain of its direct and indirect
subsidiaries, to Kentucky Coal Employers' Self-Insurance Guaranty
Fund of the Debtors' rights and interests in any contingent future
surplus workers' compensation security held by Guaranty Fund for
$1,001,000.
The sale is free and clear of any rights, title and interest that
the Liquidating Trust, VCLF, Fifth Third, the Debtors, the Debtors'
estates, and any other creditors of the Debtors' estates have in
and to any contingent claim for a refund or reimbursement of any
excess security relating to security called by the Commonwealth of
Kentucky, Labor Cabinet, Department of Workers Claims and
transferred to the Guaranty Fund to secure the Debtors' workers'
compensation liability to its Kentucky workers.
The Order satisfies all requirements necessary for the payment
and/or distribution of all funds to be received by the Liquidating
Trustee in connection therewith.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 7062, 9014 or otherwise, the terms and conditions of the
Order are immediately effective and enforceable upon its entry.
The sale is taking place under a plan confirmed under section 112
of the Bankruptcy Code as contemplated under Section 1146(a), and
therefore is exempt from any and all sales, transfer, recording,
stamp tax, or similar taxes.
About Patriot Coal Corporation
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015. The cases are assigned to
Judge Keith L. Phillips.
Patriot Coal estimated more than $1 billion in assets and debt.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors. The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner & Beran, PLC, as its local counsel. Jefferies LLC
serves as its investment banker.
Eugene Davis, serves as the Liquidating Trustee for the PCC
Liquidating in the chapter 11 cases of Patriot Coal and certain of
its direct and indirect subsidiaries.
PET CAFE: Unsecureds to Recoup 13.08% Over 5 Years
--------------------------------------------------
Pet Cafe, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida a disclosure statement dated June 19,
2017, referring to the Debtor's Chapter 11 plan of reorganization.
Class 8 - General Unsecured Claims -- totaling $76,446.25 -- are
impaired by the Plan. Class 8 claimants will receive a pro rata
distribution of $10,000 over a period of five years starting on the
Effective Date in 20 quarterly payments totaling $500 per payment.
Any claimant scheduled to receive a total Class 8 distribution of
$250 or less will be paid in a lump sum on the Effective Date. The
Class 8 claimants will receive a distribution of approximately
13.08% of their allowed claim(s).
The Debtor believes that it will have enough cash on hand on the
Effective Date of the Plan to pay all claims and expenses that are
entitled to be paid on that date and, further, that the Reorganized
Debtor will generate sufficient cash through operations to fund the
Plan during the Plan distribution period.
Funds to be used to make cash payments under the Plan will be
derived from the operations of Debtor prior to and after the
Effective Date. A cash infusion of $65,000 from Lisa Councilman
(to be held in escrow by the Debtor's counsel) shall be used on the
Effective Date to pay the outstanding pre-petition rent liability.
Going forward, the reorganized Debtor, with new management,
anticipates improving the bottom line by reducing its overhead
costs.
One significant savings will be the substitution of non-kosher meat
for kosher meat currently being use. This will save the Debtor
approximately $12,000 per month. The Debtor during the
administration of the estate has being paying BFS an average of
$11,000 per month in adequate protection payments. Under the Plan,
this amount will be reduced to $2,000 per month which will create
approximately $9,000 in savings which is more than sufficient to
fund the Debtor's Plan of Reorganization and increase the bottom
line. Throughout the Debtor's bankruptcy case, the Debtor has been
inconsistent in its cash flow and profits (on an accrual basis),
which is evidenced in the Debtor's monthly operating reports. The
Debtor believes that with the anticipated savings in expenses of
approximately $21,000 per month, that it can operate profitably.
To the extent that the Debtor wishes to prepay any amounts due
under the Plan from exempt assets or other third party sources, the
Debtor reserves the right to do so without penalty and to seek the
entry of a final decree closing this case.
In order to assist in funding the Debtor's business operations
under the Plan, the Debtor may retain any cash on hand, any funds
in its bank accounts, and may retain amounts received from accounts
receivable to pay accounts payable. Accordingly, the Debtor
asserts that it is able to perform all of its obligations under the
Plan, and as such, the Plan satisfies Section 1129(a)(11) of the
Code.
The Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-26067-66.pdf
About Pet Cafe, Inc.
Pet Cafe, Inc. was formed on July 14, 2008. The Debtor owns and
operates Caffe Martier, an upscale casual restaurant that serves
Mediterranean fusion food. The cafe opened in its present form in
the spring of 2014 and is located at 411 East Atlantic Avenue,
Delray Beach Florida 33483.
Pet Cafe, Inc. dba Caffe Martier filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-26067), on Dec. 1, 2016. The
Petition was signed by its Chief Operating Officer, Eli R.
Kamholtz. The Debtor is represented by Chad Van Horn, Esq., at Van
Horn Law Group, P.A. At the time of filing, the Debtor estimated
assets at $0 to $50,000 and $500,000 to $1 million in liabilities.
No creditors' committee has been appointed in this case, and no
trustee or examiner has been appointed.
PHILADELPHIA HEALTH: Meridian Buying All GMC Assets for $10M
------------------------------------------------------------
North Philadelphia Health System ("NPHS") asks the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to authorize bidding
procedures and its Asset Purchase Agreement dated as of June 27,
2017, with MBH of Pennsylvania, LLC and Meridian Behavioral Health
Systems, LLC, in connection with the sale of substantially all of
assets used in the operation of Girard Medical Center ("GMC") for
$10,000,000, plus assumption of the Assumed Liabilities, plus or
minus the closing date adjustments, subject to overbid.
Currently, the Debtor operates the GMC, a state-licensed 65 person
private psychiatric hospital, and the Goldman Clinic, a medically
assisted treatment center, both located at 801 West Girard Avenue.
The Debtor employs approximately 575 employees, 60% of which are
members of one of four unions. The Debtor's employee base is drawn
largely from the communities which it serves.
Until its closure in March, 2016, the Debtor also operated St.
Joseph's Hospital, which was an acute care hospital offering
medical and surgical services to poor and underserved residents of
North Philadelphia throughout its 168 year history. At the time of
the filing of the bankruptcy case, the Debtor owned the real
property and improvements that housed the hospital located at
1600-50 W. Girard Avenue, Philadelphia, Pennsylvania, together with
certain, now abandoned as value-less, personal property located
there ("SJ Campus").
Financially strained due to, among other things, the closure of St.
Joseph's Hospital and the residuary liabilities associated with
that operation and the declining reimbursement rate for its
Medicaid patients, on Dec. 30, 2016, NPHS filed for relief pursuant
to Chapter 11 of the Bankruptcy Code. On Jan. 23, 2017 an official
Creditors' Committee of unsecured creditors was appointed.
According to the schedules, at the time of the filing of the case,
the Debtor had approximately $17 million in secured debt and $29
million in unsecured indebtedness. Included in the secured debt
were claims totaling approximately $13 million in favor of the Bank
of New York Mellon ("BNYM"), Hunt Mortgage, and HUD ("HUD Group")
associated with bond indebtedness issued in 1997. There was also
approximately $1 million due to Gemino Healthcare Finance, LLC, the
Debtor's receivable finance lender, and approximately $1.55 million
due to the Commonwealth of Pennsylvania on account of unemployment
claims arising out of the closure of St. Joseph's Hospital by the
Commonwealth.
Since the filing of the case, the Debtor has sold the SJ Campus and
transferred approximately $9 million to the HUD Group for
satisfaction of the bulk of the outstanding bond indebtedness. At
present, NPHS estimates that, after application of all funds
escrowed with BNYM (with the exception of the escrow established on
account of insurance obligations), approximately $700,000 in
principal and interest will remain due on the bonds on July 1,
2017. The HUD Group has advised that it estimates that, at that
time, it will be due approximately $1.3 million in legal fees and
other charges.
The Debtor has determined, in consultation with its advisors, that
maximizing the value of its estate is best accomplished through a
sale, free and clear of liens, claims, encumbrances or other
interests, of substantially all of its assets, and accordingly, by
the Motion, the Debtor asks authority to market and sell
substantially all of its assets.
On April 3, 2017, the Debtor engaged the services of SSG Advisors,
LLC as its investment banker. In that capacity, SSG is helping the
Debtor explore its strategic alternatives and work on a bankruptcy
exit strategy. Included in the possible exit strategies are new
financing, a strategic buyer to take over the programs, and a real
estate sale. At present, SSG is engaged in discussions and due
diligence process with multiple interested parties.
On June 27, 2017, NPHS entered into the Meridian APA pursuant to
which Meridian, as a strategic buyer, will acquire the Meridian
Acquired Assets, which comprise substantially all of the assets of
NPHS used in the operation of the GMC, other than the Lower Parking
Lot, on the terms and conditions specified in the Meridian APA.
The sale transaction contemplated by the Meridian APA will be
subject to competitive bidding on the terms set forth and in the
Bidding Procedures.
The salient terms of the Meridian APA are:
a. Assets: Meridian will purchase from the Debtor substantially
all of the assets of the Debtor used in the operation of GMC, other
than certain Excluded Assets which include cash, accounts
receivable, the Lower Parking Lot, avoidance actions and other
items.
b. Purchase Price: The purchase price to be paid for the
Meridian Acquired Assets will be (i) $10,000,000, plus (ii)
Meridian's assumption of the Assumed Liabilities, plus or minus
(iii) the closing date adjustments.
c. Break-Up Fee: Meridian will be entitled to (i) its reasonably
documented actual out-of-pocket fees and expenses (including legal,
accounting and other fees and expenses), up to $200,000, incurred
in connection with the negotiation and documentation of the
Meridian APA, the performance by the parties of their respective
obligations under the Meridian APA and the monitoring of, and
participation in, the Bankruptcy Case to the extent reasonably
related to the sale by the Debtor of the Offered Assets, plus (ii)
3% of the sale price, with such amounts being payable upon the
closing or consummation of such alternate transaction(s).
d. Conditions to Closing: The Sale is subject to the
satisfaction at or prior to the Closing Date, including the
following conditions: (i) the agreement of Meridian and those
unions representing NPHS employees to enter into amended collective
bargaining agreements, the rejection of the existing collective
bargaining agreements and entry into new agreements in form and
substance acceptable to Meridian; (ii) an agreement between
Meridian and Community Behavioral Health ("CBH") for a term of at
least one year, which agreement must include a 6% increase in the
reimbursement rate for all services paid by or through CBH; (iii)
an agreement by the Commonwealth of Pennsylvania to transfer 24
psychiatric beds from Norristown State Hospital to Meridian for use
at NPHS within 12 months of closing; (iv) an agreement by the
Commonwealth of Pennsylvania and the City of Philadelphia to
provide, on a combined basis, up to $5,000,000 for capital
improvements at GMC on a dollar for dollar matching basis with
Meridian for a period of 30 months after the closing; and (v) the
entry of the Meridian Sale Order, the absence of any stay of the
Meridian Sale Order and, unless waived by Meridian, the passage of
sufficient time for the Meridian Sale Order to become final and no
longer subject to any pending appeal.
e. Sale Free and Clear: The Meridian Acquired Assets will be
transferred free and clear of all liens and any other encumbrances,
claims, security interests, mortgages or pledges.
f. Outside Closing Date: Oct. 31, 2017
The Debtor and its advisors believe that a sale of the Meridian
Acquired Assets (whether pursuant to a bid for Lot 1 or Lot 3)
requires a stalking horse bid and an auction in order to maximize
the return to the Debtor's estate. The Meridian Bid Protections
are necessary in order to obtain the commitment of Meridian and
compensate it for the time and effort of investigating the Meridian
Acquired Assets. Accordingly, the Debtor asks the Court to approve
the Meridian Bid Protections.
The Debtor proposes these dates and deadlines are:
a. Entry of Bidding Procedures Order: July 5, 2017
b. Assumption/Assignment and Cure Objection Deadline: July 31,
2017 at 4:00 p.m. (PET)
c. Sale Objection Deadline: August 14, 2017 at 4:00 p.m. (PET)
d. Bid Deadline: Aug. 9, 2017 at 5:00 p.m. (PET)
e. Auction Date: Aug. 11, 2017 at 10:00 a.m. (PET)
f. Sale Hearing: Aug. 15, 2017 at 11:00 a.m. (PET)
The Offered Assets are being offered in three lots as follows:
1. Lot 1 will be comprised of the Meridian Acquired Assets as
well as such other Offered Assets as the applicable Qualified
Bidder will designate, but will not include any of the Offered
Assets comprising the Lower Parking Lot.
2. Lot 2 will be comprised of the Lower Parking as well as such
other Offered Assets as the applicable Qualified Bidder will
designate, but will not include any of the Offered Assets
comprising the Meridian Acquired Assets.
3. Lot 3 will be comprised of the Meridian Acquired Assets, the
Lower Parking Lot and such other Offered Assets as the applicable
Qualified Bidder will designate.
To ensure that the maximum value for the Offered Assets is
obtained, the Meridian APA is subject to higher or better offers.
The Debtor believes that sale pursuant to the Bidding Procedures
described will provide the best opportunity to maximize the
realizable value of the Offered Assets.
The key provisions of the Bidding Procedures are:
a. Qualified Bid: (i) if the bid is for Lot 1, $10,600,000; (b)
if the bid is for Lot 2, $1,800,000; and (iii) if the bid is for
Lot 3, $12,400,000
b. Cash Deposit: a cash deposit in the amount equal to (i)
$250,000, if the bid is for Lot 1 or Lot 3, or (ii) $175,000, if
the bid is for Lot 2
c. Auction: The Auction will take place on Aug. 11, 2017
starting at 9:00 a.m. (PET) at the offices of Dilworth Paxson, LLP
1500 Market Street, 3500E, Philadelphia, Pennsylvania.
d. If one or more Qualified Bids are received by the Bid
Deadline for Lot 3, a single Starting Bid will be designated as the
Starting Bid for all of the Offered Assets, which Starting Bid will
be the highest and best Qualified Bid for Lot 3.
e. If no Qualified Bids for Lot 3 are received by the Bid
Deadline, then the Starting Bid for Lot 1 and the Starting Bid for
Lot 2, to the extent such Offered Assets are subject to the
Auction, will be separately determined and announced.
f. Starting Bid: at least the applicable Starting Bid plus
$100,000
g. Bid Increments: $100,000
h. Should Meridian elect to submit additional bids for Lot 1 or
submit a bid for Lot 3, for purposes of comparing the value to the
Debtor of any bid by Meridian to the value to the Debtor of any
other Qualified Bid(s) for such Offered Assets, $200,000 plus 3% of
the amount of any such other Qualified Bid(s) will be deducted from
the value of such other Qualified Bid(s) to account for the
Debtor’s obligation to pay the Meridian Bid Protections to
Meridian.
i. In the event of bidding at the Auction for Lot 1, Lot 2 and
Lot 3, (i) for the purposes of determining the highest and best
bids, the highest bid for Lot 1 will be added to the highest bid
for Lot 2 and such sum will be compared to the highest bid for Lot
3, and (ii) any bidder for Lot 1 (and not any other Lot) and any
bidder for Lot 2 (and not any other Lot) may coordinate their bids
prior to submission.
j. Projected Closing Date: Oct. 31, 2017
The Debtor proposes to assume Executory Contracts and Unexpired
Leases and assign them to Meridian and/or another Successful Bidder
at the Auction. Accordingly, the Debtor asks the Court to approve
said assumption and assignment of Executory Contracts and Unexpired
Leases.
A copy of the Meridian APA and the Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/North_Philadelphia_414_Sales.pdf
The Debtor believes that the sale of the Meridian Acquired Assets
and, if applicable, the other Offered Assets is the best way to
generate the highest possible sale proceeds for the benefit of the
Debtor's estate, creditors, and other stakeholders. Accordingly,
the Debtor, in its business judgment, has concluded that (i) a
courtsupervised sale of the Meridian Acquired Assets and, if
applicable, the other Offered Assets, is the best way to maximize
value for its estate, and (ii) the proposed Bidding Procedures
described are fair, reasonable and appropriate and are designed to
maximize recovery with respect to the sale of the Meridian Acquired
Assets and, if applicable, the other Offered Assets. Accordingly,
the Debtors ask the Court to approve the relief sought.
Because of the potentially diminishing value of the assets, the
Debtor must close this sale promptly after all closing conditions
have been met or waived. Therefore, the Debtor asks the Court to
waive the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d).
The Purchaser:
MBH OF PENNSYLVANIA, LLC
c/o MERIDIAN BEHAVIORAL HEALTH SYSTEMS, LLC
9649 Masonwood Lane
Brentwood, TN 37027
Attn: Wes Mason
The Purchaser is represented by:
Robert Lapowsky, Esq.
STEVENS & LEE PC
620 Freedom Business Center, Suite 200
King of Prussia, PA 19406
About North Philadelphia Health System
North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center
located Philadelphia, Pennsylvania.
North Philadelphia Health System sought protection under Chapter
11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec.
30, 2016. The petition was signed by George Walmsley III,
president & CEO. The Debtor estimated assets and liabilities at
$10 million to $50 million.
The case is assigned to Judge Magdeline D. Coleman.
The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as
counsel; John D. Kutzler, Esq. at Buzby & Kutzler, Attorneys at
Law, as special counsel; and SSG Advisors as investment banker.
On Jan. 23, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel and M S
Fox Real Estate Group as consultant..
PLASCO TOOLING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Plasco Tooling & Engineering Corporation
14951 32 Mile Road
Romeo, MI 48065
Case No.: 17-49638
Business Description: Plasco Tooling & Engineering Corporation
-- http://www.plascocorp.com/about-plasco/
-- is globally recognized as a supplier of
aircraft and automotive tooling parts. The
Company offers integrated program
management, design, CNC machining, and the
manufacture of Invar tools, assembly jigs,
checking fixtures, gages, dies, and more
while adhering to its customers' stringent
quality requirements.
Chapter 11 Petition Date: June 29, 2017
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Mark A. Randon
Debtor's Counsel: Ryan D. Heilman, Esq.
WERNETTE HEILMAN PLLC
24725 W. 12 Mile Rd., Suite 110
Southfield, MI 48034
Tel: (248) 835-4745
E-mail: ryan@wernetteheilman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Zuccarini, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mieb17-49638.pdf
POST EAST: Connect REO to Get Monthly Sum of $5,679
---------------------------------------------------
Post East, LLC, filed with the U.S. Bankruptcy Court for the
District of Connecticut a first amended disclosure statement dated
June 19, 2017, describing its first amended plan of reorganization,
dated June 19, 2017.
Class 1 Connect REO, LLC, is impaired by the Plan. Class 1 will be
paid the monthly sum of $5,679 of principal and interest until
settled or paid, and will receive cash at the closing of the
proposed Savings Bank of Danbury refinance equal to the net
refinance proceeds in full settlement of the Class 1 claim, or,
should the closing not occur, then cash at closing upon an
alternative refinance within one year of the Effective Date, or
should the closing not occur, then cash at closing upon a sale of
the commercial real estate at 740-748 Post Road East, Westport,
Connecticut. From the Alternative Refinance or sale the holder of
the Class 1 claim will receive full payment of its Class 1 claim,
to the extent allowed, with any outstanding interest to date of
payment at the applicable rate under the contract without
application of the default provisions. The Class 1 claim will
retain its lien upon the assets of the Debtor until paid.
The plan proposes closing within 60 days of the Effective Date a
new loan with SBD upon which Uncas, LLC, and Post East, LLC, and
Westport Fish & Poultry Market, LLC, will be obligors, and which
will be secured by first mortgage liens on these properties:
-- 740-748 Post Road East, Westport, owned by Post East, LLC;
-- 2A Owenoke Park, Westport, owned by Uncas, LLC, which
entity is managed by and is owned 5% by Michael Calise;
and
-- 732 Post Road East, Westport, owned by Westport Fish &
Poultry Market, LLC, which entity is managed by and is
owned 50% by Michael Calise.
SBD has requested guarantees by Michael Calise, principal of the
Debtor and also a Chapter 11 Debtor in the Court, and by other
individual owners of Westport Fish & Poultry, LLC and Uncas, LLC.
The net proceeds of the loan available for disbursement to Connect
REO are the remaining proceeds after paying all loan costs and
adjustments at closing, bank and broker fees and commissions of the
loan, and the payoff balance of the first and second mortgages held
by third parties (creditors other than Connect REO) on the property
owned by Westport Fish & Poultry Market, LLC. With the Net
Refinance Proceeds the Debtor Obligors on the Proposed SBD
Refinance seek to settle two Connect Reo liabilities and three
Connect Reo mortgages as follows:
-- the loan in the principal amount as of August 2016 of
about $1,043,016 secured by a first mortgage on 740-748
Post Road East and also secured by a second mortgage on 2A
Owenoke Park; and
-- the loan in the principal amount as of August 2016 of
about $247,950 secured by a first mortgage on 2A Owenoke
Park.
The Proposed SBD Refinance is contingent on achieving certain
agreements including:
-- agreement with Connect REO to accept Net Refinance
Proceeds amount in full settlement on each of the included
Loans;
-- Westport Fish & Poultry Market LLC agreeing that it
releases any claim to proceeds but for payoff of its first
mortgage; and
-- appraisal valuations allowing up to 70% loan to value
ratio and 125% available cash flow over interest expense.
In the alternative, should Debtor fail to satisfy a contingency set
forth in the foregoing discussion, or for some other reason become
unable to close on the Proposed SBD Refinance, Debtor will seek to
refinance the Property by itself or in conjunction with Uncas, LLC,
in an amount sufficient to net adequate funds to pay the Allowed
Class 1 claim of Connect REO with interest at the rate of 5.125%,
the applicable contract rate without application of default
provisions, to date of payment less any payments made to Connect
REO by Debtor since the Petition Date. If any claim dispute is yet
to be resolved, the Debtor will escrow the disputed portion
consistent with the terms of Article V of the Plan.
If no Alternative Refinance is achieved within one year of the
Effective Date, Debtor will, within 30 days of the one-year
anniversary of the Effective Date obtain an appraisal of the
Property for determination of a listing price to be set at the
appraisal value plus 15%, and then to proceed to market the
Property for sale at fair market value. Class 1 will be paid the
allowed amount of its secured claim, with interest at the rate of
5.125% through the date of the closing of the Alternative Refinance
or the date of the closing of the sale, whichever is earlier, less
any payments by Debtor to Connect REO since the Petition Date. If
a portion of the claim remains disputed at that time, the
Reorganized Debtor will escrow the disputed portion consistent with
the terms of the Plan.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ctb16-50848-193.pdf
As reported by the Troubled Company Reporter on April 14, 2017, the
Debtor filed with Court a disclosure statement describing its plan
of reorganization, dated March 31, 2017, which proposed that Class
2 General Unsecured Claims be paid 100% without interest payable in
cash in six monthly payments commencing on the Effective Date and
the same date of the five succeeding calendar months each equal to
1/6 of the allowed claim.
About Post East LLC
Post East, LLC, owns real estate at 740-748 Post Road East,
Westport, Connecticut. The property is a commercial real estate
which presently has seven leased spaces. The secured creditor is
Connect REO, LLC, which is owed $1,043,000.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Case No. 16-50848) on June 27, 2016. The petition was signed
by Michael F. Calise, member. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
The Debtor is represented by Carl T. Gulliver, Esq., at Coan
Lewendon Gulliver & Miltenberger LLC. The Debtor employed Richard
J. Chappo of Chappo LLC as mortgage broker.
PRECISE CORPORATE: Unsecs. to be Paid From Sale of Tempe Property
-----------------------------------------------------------------
Precise Corporate Staging LLC, Dedicated Staging, LLC, and DavMar
Investments, LLC, filed a second amended plan of liquidation and
accompanying disclosure statement on June 19, 2017, referring to
the Debtors' plan of liquidation dated April 19, 2017.
Holders of Allowed Class 6 General Unsecured Claims will be paid
ratably together with Class 5 Claims from any surplus from the sale
of the Debtors' real property located at 1530 W. 10th Place Tempe,
Arizona 85281, and the Debtors' vehicle. Although impossible to
predict until a sale of the Property is completed, the Debtors
expect a distribution to be made to unsecured creditors from the
proceeds of the sale of the Property. If the Debtors assume JP
Morgan Chase is owed approximately $2,296,544.77, Maricopa County
Treasurer is owed approximately $85,431.97, the broker's fee
relating to the sale of the Property is approximately 6% of the
sale proceeds, which amount is approximately $177,000 if the
Property sells for its asking price, and the administrative expense
claims of Debtors' counsel is approximately $160,000, as long as
the sale of the Property is above $2,718,976, the unsecured
creditors will receive a distribution from the sale. These amounts
are entirely used as an example and should not be relied upon. The
Debtors will not know the precise amount of recovery to unsecured
creditors until the Property is sold and outstanding receivables
are received. Class 6 is impaired.
The Debtors will conduct three sales to generate proceeds to fund
the Plan. The Debtors will (1) sell the Debtors' lighting, audio,
and visual equipment currently subject to Western State Bank's lien
pursuant to Section 363; (2) the Debtors will sell the Debtors'
vehicle subject to Toyota Motor Credit Corporation's lien, and (3)
Debtors will employ a broker to sell the Property subject to the
liens of Chase and the Maricopa County Treasurer.
Video West, a third-party, will provide a "stalking horse" bid
ensuring that there is a bidder for the Debtors' lighting, audio,
and visual equipment. As a result, Video West will provide a floor
price. Video West will provide an initial bid of $1,500,000 for
the Debtors' lighting, audio, and visual equipment. WSB will
retain its right to credit-bid pursuant to Section 363(k).
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/azb16-14281-223.pdf
As reported by the Troubled Company Reporter on June 21, 2017, the
Debtors filed a first amended plan of liquidation and accompanying
disclosure statement on June 9, 2017, which stated that the Debtors
disclosed that Video West is an attractive potential purchaser in
part because it is willing to buy the lighting, audio and visual
equipment in bulk, reducing the cost to the Debtors' estate because
the sale will not require a broker or liquidator.
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.
PREMIER MARINE: Hires Guidesource as Financial Consultant
---------------------------------------------------------
Premier Marine, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Minnesota to employ Guidesource, as
financial consultant to the Debtor.
Premier Marine requires Guidesource to:
a. provide financial consulting services including assistance
with preparation of schedules, cash collateral budgets,
monthly reporting;
b. review and analyze the Debtor and its debts, pursue
cost saving measures, and provide financial advice
and guidance; and
c. prepare a reorganization plan and render other work
as may be needed by the Debtor.
Guidesource will be paid at these hourly rates:
Richard Gallagher $225
Senior Consultant $140
Staff Accounting $55-$95
Administrative Support $40
Guidesource will be paid a retainer in the amount of $37,942.50.
Guidesource will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard Gallagher, president of Guidesource, 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.
Guidesource can be reached at:
Richard Gallagher
GUIDESOURCE
203 Jackson Street, Suite 202B
Anoka, MN 55303
Tel: (612) 284-9368
About Premier Marine, Inc.
Premier Marine Inc., a Minnesota corporation, is a family owned
business formed in 1992 by Robert Menne and Eugene Hallberg. The
Menne family controls 72.8% of the Debtor equity. Hallberg controls
the remaining 27.2% and is Premier's landlord.
For 25 years, Premier Marine has manufactured "Premier" brand
pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota.
Premier Marine designs, builds and markets luxury pontoons and
holds many patents on manufacturing elements such as furniture
hinges, J-Clip rail fasteners and the PTX performance package. The
family-owned and operated Company sells its pontoons through boat
dealers located throughout the United States and Canada. Premier is
headquartered in Wyoming, Minn.
The need for reorganization in chapter 11 was precipitated by a
failed acquisition of another pontoon manufacturer in 2011. The
chapter 11 was filed in response to an eviction action commenced by
Hallberg for the nonpayment of rent.
Premier Marine filed a Chapter 11 petition (Bankr. D. Minn. Case
No. 17-32006) on June 19, 2017. The chapter 11 is necessary to
attract a new equity partner, reject the Hallberg leases,
consolidate manufacturing under a single roof and reorganize the
business for the mutual benefit of the Debtor creditors, employees
and dealer network.
The petition was signed by Lori J. Melbostad, president.
The Debtor estimated assets and liabilities between $10 million and
$50 million.
The case is assigned to Judge Katherine A. Constantine.
The Debtor's counsel are Michael F. McGrath, Esq. and Will R.
Tansey, Esq. at Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association. Richard Gallagher at Guidesource, is the
Debtor's financial consultant.
PREMIER MARINE: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 12, on June 27
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Premier Marine Inc.
The committee members are:
(1) Wallace Carlson Printing
Attn: Brian Turbeville
10825 Breenbrier Road
Minnetonka, MN 55305
Tel: (952) 545-1645
E-mail: brian@wc-print.com
(2) Infinity Woven Products, LLC
Attn: Billy Shellhouse
5211 Mitchell Bridge Road NE
Dalton, GA 30721
Tel: (706) 529-2241
E-mail: BillyS@Twitchellcorp.com
(3) MNSTAR Technologies, Inc.
Attn: Mike Rhodes
P.O. Box 806
4201 E. Highway 169
Grand Rapids, MN 55744
Tel: (218) 326-5566
E-mail: Merrhodes@MNSTAR.com
Brian Turbeville is designated as acting chairperson of the
Committee pending selection by the Committee members of a permanent
chairperson.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Premier Marine
Premier Marine Inc., a Minnesota corporation is a family owned
business formed in 1992 by Robert Menne and Eugene Hallberg. The
Menne family controls 72.8% of the Debtor equity. Hallberg
controls the remaining 27.2% and is Premier's landlord.
For 25 years, Premier Marine has manufactured "Premier" brand
pontoon boats -- http://www.pontoons.com/-- in Wyoming,
Minnesota. Premier Marine designs, builds and markets luxury
pontoons and holds many patents on manufacturing elements such as
furniture hinges, J-Clip rail fasteners and the PTX performance
package. The family-owned and operated Company sells its pontoons
through boat dealers located throughout the United States and
Canada. Premier is headquartered in Wyoming, Minn.
The need for reorganization in chapter 11 was precipitated by a
failed acquisition of another pontoon manufacturer in 2011. The
Chapter 11 was filed in response to an eviction action commenced by
Hallberg for the nonpayment of rent.
Premier Marine filed a Chapter 11 petition (Bankr. D. Minn. Case
No. 17-32006) on June 19, 2017. The Chapter 11 is necessary to
attract a new equity partner, reject the Hallberg leases,
consolidate manufacturing under a single roof and reorganize the
business for the mutual benefit of the Debtor creditors, employees
and dealer network.
The petition was signed by Lori J. Melbostad, president.
The Debtor estimated assets and liabilities between $10 million and
$50 million.
The case is assigned to Judge Katherine A. Constantine.
The Debtor's counsel are Michael F. McGrath, Esq., and Will R.
Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association. Richard Gallagher is the Debtor's
financial consultant.
PRESSURE BIOSCIENCES: Amends 1.99 Million Shares Prospectus
-----------------------------------------------------------
Pressure Biosciences, Inc., has filed with the Securities and
Exchange Commission an amended registration statement on Form S-1/A
relating to the offering an aggregate of 1,993,223 shares of its
common stock, $0.01 par value per share, and warrants to purchase
996,612 shares of its common stock. A warrant to purchase one
share of common stock will accompany every two shares of common
stock purchased. The shares and warrants will trade separately.
The Company's common stock is presently quoted on the OTCQB under
the symbol "PBIO". The Company applied to have its common stock
and warrants listed on The NASDAQ Capital Market under the symbols
"PBIO" and "PBIOW," respectively. No assurance can be given that
its application will be approved. On June 15, 2017, the last
reported sale price for the Company's common stock on the OTCQB was
$6.24 per share. There is no established public trading market for
the warrants. No assurance can be given that a trading market will
develop for the warrants.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/wbOo3W
About Pressure Biosciences
Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.
Pressure Biosciences incurred a net loss of $2.7 million for the
year ended Dec. 31, 2016, compared to a net loss of $7.41 million
for the year ended Dec. 31, 2015.
As of March 31, 2017, Pressure Biosciences had $1.83 million in
total assets, $15.30 million in total liabilities and a total
stockholders' deficit of $13.46 million.
MaloneBailey LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has a working capital
deficit and has incurred recurring net losses and negative cash
flows from operations. These conditions raise substantial doubt
about its ability to continue as a going concern.
PRIMUS WHEELER, JR: Sale of Jackson Property for $32K Approved
--------------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized the private sale by
Primus Wheeler, Jr., doing business as Veranda Apartments, of house
and real property located at 132 Azalea Circle, Jackson,
Mississippi, to US Home AG Series 1, LLC, for $32,000.
The sale is free and clear of liens, claims, interests, and
encumbrances.
The Debtor will file within 14 days of the sale closing a Report of
Sale and attach thereto a copy of the settlement statement or other
closing document. The proceeds are to be paid to Regions Bank
after payment of the $2,500 realtor's commission and $181 payment
for the filing fee for the motion.
About Primus Wheeler, Jr.
Primus Wheeler, Jr., an individual, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Miss. Case No. 17-00354) on Feb. 2, 2017,
estimating assets and liabilities below $1 million. The Debtor is
in control of his assets and is managing and operating his
business.
J. Walter Newman, IV, Esq., at Newman & Newman, serves as
bankruptcy counsel to the Debtor.
PRO RAILING METAL: Has Access to IRS Cash Collateral Until Sept. 22
-------------------------------------------------------------------
Judge Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California issued an order approving the Stipulation
between Pro Railing Metal Works, Inc. and the Internal Revenue
Service, authorizing the Debtor to use the IRS' cash collateral
until Sept. 22, 2017.
Judge Smith ordered the Debtor to comply all terms stated in the
First Supplemental Stipulation, the original Stipulation for Use of
Cash Collateral, and the Order Approving Stipulation for Use of
Cash Collateral.
A full-text copy of the Order, dated June 27, 2017, is available at
https://is.gd/bQ9gUO
About Pro Railing Metal Works
Pro Railing Metal Works, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14358) on Oct.
21, 2016. Jason Sarafin, president, signed the petition. At the
time of the filing, the Debtor estimated assets and liabilities to
be between $100,000 and $500,000.
Genesis Law Group is serving as counsel to the Debtor, with the
engagement led by Daniel King, Esq. and Kevin Tang, Esq. Anthony
O. Egbase, Esq., Crystle J. Linsey, Esq., and Sedoo Manu, Esq. at
A.O.E. Law & Associates, APC, are serving as special counsel.
PUERTO RICO: Bid to Move SUT Dispute to PR Supreme Court Denied
---------------------------------------------------------------
Judge Laura Taylor Swain on June 29, 2017, ruled that for the
reasons stated on the record at the omnibus hearing held on June
28, the motion of the Mutual Fund Group for relief from the
automatic stay is denied, and the request for transfer of the case
captioned Lex Claims, LLC v. Alejandro Garcia Padilla, No.
16-2374-FAB (D.P.R. 2016) into the Title III case as an adversary
proceeding is denied without prejudice to renewal by ordinary
motion practice.
As reported by the TCR, the several parties-in-interest lodged
objections to the motion submitted in the PROMESA Title III cases
of the Commonwealth of Puerto Rico and Puerto Rico Sales Tax
Financing Corporation (COFINA), which motion was filed by the
Puerto Rico Funds and the Mutual Fund Group for relief from the
automatic stay to permit the litigation of certain pending motions
to certify questions to the Puerto Rico Supreme Court (the
"Certification Motions") in Lex Claims v. Rosello, No.
3:16-cv-02374-FAB (the "Lex Claims Action"), and to permit the
litigation of any certified questions before the Puerto Rico
Supreme Court.
Those objections were filed by:
(1) the Ad Hoc Group of General Obligation Bondholders, composed
of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP,
FCO Advisors LP, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion L.P., which collectively hold
approximately $3 billion of bonds issued or guaranteed by the
Commonwealth and backed by a pledge of its good faith, credit, and
taxing power;
(2) Ambac Assurance Corporation, a holder and/or insurer of
approximately $1.3 billion in net accreted value of bonds issued by
COFINA;
(3) the Financial Oversight and Management Board for Puerto
Rico, as the Debtors' representative pursuant to Section 315(b) of
the Puerto Rico Oversight, Management, and Economic Stability Act
("PROMESA").
A critical legal issue to be determined in the Debtors' Title III
cases is whether and how much of the sales and use taxes imposed by
the Commonwealth are (i) property of the Commonwealth that is
available for distribution to the Commonwealth's creditors or (ii)
property of the COFINA.
The Movants -- the Mutual Fund Group and the Puerto Rico Funds --
hoped to have the stay lifted to engage in a two-step process
outside of the court overseeing the PROMESA Title III cases: first,
to have briefing in front of a different federal court seeking to
certify to the Puerto Rico Supreme Court a different question,
i.e., whether the sales and use taxes are "available resources" of
the Commonwealth within the meaning of the Puerto Rico Constitution
(the "Certification Question"), and, if successful, to have the
Certification Question resolved by the Puerto Rico Supreme Court.
Mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers,
Inc., and the First Puerto Rico Family of Funds (the "Mutual Fund
Group,") hold more than $3.5 billion in accreted principal amount
of COFINA Bonds and more than $2.9 billion in other bonds issued by
Puerto Rico and other territorial instrumentalities, including over
$1.8 billion of Puerto Rico general obligation bonds ("GO
Bonds").
The UBS Family of Funds and the Puerto Rico Family of Funds --
Puerto Rico Funds -- hold $613.3 million in accreted principal
amount of senior and subordinate bonds (the "COFINA Bonds") issued
by COFINA, all of which are uninsured. The shareholders of the
Puerto Rico Funds consist of thousands of residents of Puerto Rico,
including many retirees and those nearing retirement, who have
invested their savings in funds holding COFINA Bonds.
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.
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.
PUERTO RICO: Board Picks PREPA Title III Filing Over Deal
---------------------------------------------------------
The Puerto Rico Electric Power Authority ("PREPA") is poised to
file a Title III case, a form of bankruptcy created by federal
rescue law PROMESA, after the board in charge of overseeing the
U.S. territory's finances rejected a deal between the Puerto Rico
Fiscal Agency and Financial Advisory Authority ("AAFAF") and
PREPA's bondholders.
AAFAF and the bondholders reached a restructuring support agreement
on a debt restructuring of Puerto Rico's power utility, which has
$9 billion in debt. The deal would have required just a 15%
haircut from bondholders in exchange for new bonds backed by a
charge on customer utility bills. The 15% cut contemplated in the
deal is estimated to be lesser than the cuts expected to be imposed
for holders of general obligation bonds of the Commonwealth and
COFINA bonds, based on the debt service cuts proposed by the
Commonwealth and the Oversight Board. Payment of $423 million
principal and interest was due on the bonds on July 1.
PROMESA provides two mechanisms to restructure debt: Title III, a
bankruptcy like procedure and Title VI, a mechanism to formalize
agreements negotiated between the debtor and its creditors.
The Financial Oversight and Management Board for Puerto Rico said
that in an executive session held June 27, 2017, it did not approve
the proposed RSA, closing the door on a request for debt
restructuring under Title VI.
On June 28, the Oversight Board said that negotiations with
creditors of PREPA concerning a possible transaction have taken
place between the Oversight Board's representatives and the PREPA
creditors.
Two days later, the Board said that it deliberated on and
determined it necessary and appropriate to approve the possible
filing for a voluntary petition under Title III on behalf of PREPA
to protect the entity, the residents of Puerto Rico, and the
interests of the utility's creditors.
While the Board vote 4-3 to reject the RSA on June 27, the board on
June 30 voted unanimously to initiate the Title III filing for
PREPA.
PREPA supplies substantially all the electricity consumed in the
Commonwealth and owns all transmission and distribution facilities
and most of the generating facilities that constitute Puerto Rico's
electric power system. Founded in 1941, PREPA supplies electricity
to 1.5 million consumers in Puerto Rico. PREPA is the largest
public utility in the U.S. based on number of clients and revenue.
Negotiations Ongoing
The timing of the filing would depend on the outcome of the still
ongoing negotiations between the Oversight Board and bondholders.
Jose Carrion, Chairman of the Oversight Board, confirmed that
dialogue with creditors is ongoing and emphasized that
"notwithstanding the authorization of this filing, the Board will
continue to work towards a prompt, negotiated settlement with
PREPA's creditors -- an approach that we believe is in the best
interest of all of PREPA's stakeholders. To this end, our dialogue
with creditors is ongoing," he said.
Before considering the resolution, Chairman Carrion offered a
review of the Oversight Board's actions with respect to PREPA,
including the reasons it had for not approving the proposed
Restructuring Support Agreement after in depth review and analysis
by Board members.
"The RSA created a significant risk it would push electric prices
materially higher and endanger the entire PROMESA mission of
eliminating the fiscal emergency. By making it more expensive to
live and do business in Puerto Rico, the RSA made it even harder to
turn around the Commonwealth's negative economic growth over the
last decade. If that cannot be changed to sufficient positive
growth, no restructuring can be successful," cited Chairman Carrion
as one of the reason for the non-certification.
Negative Economic Growth
Through the letter of the Puerto Rico Fiscal Agency and Financial
Advisory Authority ("AAFAF") dated April 28, 2017 (the "Letter"),
AAFAF and PREPA submitted a Restructuring Support Agreement (the
"RSA") and related documents to the Oversight Board for
authorization under section 601(e) of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA") to allow PREPA
to avail itself of the procedures of Title VI by certifying the
RSA.
In a June 28, 2017 letter to the AAFAF, Oversight Board, said that
after careful review and deliberation of the RSA and the Letter, it
has determined:
* not to certify the RSA pursuant to PROMESA section 104(i)(1);
* not to certify the RSA pursuant to PROMESA section
601(g)(2)(A) or 601(g)(2)(B);
* not to approve the issuances of debt embodied in the RSA
pursuant to PROMESA section 207; and
* not to authorize PREPA, pursuant to PROMESA section 601(e), to
be eligible to avail itself of the procedures under PROMESA section
601.
Additionally, the Oversight Board does not acknowledge the RSA as
an agreement eligible for certification or qualification under
PROMESA as a preexisting voluntary agreement, due to its open terms
and failure to provide for material components of a restructuring,
including the financing of its closing and environmental
requirements costing more than $500 million. Among other problems,
it also does not deal with the pension plan underfunded by
approximately $2.2 billion and with other contracts requiring
changes.
The Oversight Board said it is dedicated to working with PREPA and
AAFAF to restructure PREPA in a manner that will not impede the
turnaround of the Commonwealth of Puerto Rico's negative economic
growth, without which Puerto Rico cannot eliminate its fiscal
emergency.
Insurers' Suit
Assured Guaranty Corp and MBIA Inc.'s National Public Finance
Guarantee, which insure a combined $2.3 billion of PREPA bonds,
filed a lawsuit in District Court to seek a ruling that the RSA
does not need the approval of the of the Oversight Board.
"In spite of Congress's clear intent to preserve the consensual
PREPA restructuring, the oversight board has arbitrarily failed to
issue the ministerial certification required," the insurers said in
its 30-page complaint.
According to Reuters, U.S. Representative Rob Bishop told the board
in a June 15 letter the delay in approving the deal was "troubling"
and "outside the scope" of PROMESA.
House Democrats Nydia Velazquez and Raul Grijalva, however,
disagreed, saying on June 16 the board had "clear authority" to
assess the deal, Reuters said.
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.
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.
PUERTO RICO: Bondholders Called to Converge on July 12 in New York
------------------------------------------------------------------
U.S. Bankruptcy Judge Barbara J. Houser, who's heading the
mediation team appointed in the Title III cases of the Commonwealth
of Puerto Rico, et al., on June 30, 2017, signed a notice and order
stating that in furtherance of the mediation team's efforts to
facilitate a consensual resolution of the issues raised in the
Title III cases and related proceedings, these parties shall appear
in person at an initial, confidential mediation meeting:.
1. Ad Hoc Group of General Obligation Bondholders,
2. Ambac Assurance Corporation,
3. American Federation of State, County and Municipal
Employees,
4. Assured Guaranty Corp and Assured Guaranty Municipal Corp.,
5. COFINA Senior Bondholders' Coalition,
6. ERS Secured Creditors Group,
7. Financial Guaranty Insurance Company,
8. Financial Oversight and Management Board for Puerto Rico,
9. Goldman Sachs Asset Management, L.P.,
10. International Union, United Automobile and Agricultural,
Implement Workers of America (UAW) and Service Employees
International Union (SEIU),
11. Mutual Fund Group,
12. National Public Finance Guarantee Corporation,
13. Official Committee of Retired Employees of the Commonwealth
of Puerto Rico,
14. Official Committee of Unsecured Creditors of the Commonwealth
of Puerto Rico,
15. Peaje Investments LLC,
16. Puerto Rico Family of Funds and UBS Family of Funds,
17. Puerto Rico Fiscal Agency and Financial Advisory Authority
(AAFAF),
18. The Bank of New York Mellon, and
19. Whitebox Funds.
The meeting, which will be organizational and non-substantive in
nature, will be held on July 12, 2017 at 9:30 a.m. (prevailing
Eastern Time) in the Ceremonial Courtroom of the U.S. District
Court for the Southern District of New York, Daniel Patrick
Moynihan Courthouse, 9th Floor, 500 Pearl Street, New York.
Any other party-in-interest who wishes to attend the meeting may
submit a written request indicating the party's name, the nature of
its interest in the cases and related proceedings, the name(s) of
its counsel, and any other information that would assist the
mediation team leader in evaluating the request. The mediation
team leader will endeavor to permit attendance by all parties in
interest who wish to attend, subject to space and timing
constraints. The mediation team leader reserves the right to
approve or deny any request to attend the meeting, but if any
request is denied, the mediation team leader will discuss other
possible dates that she would be available to meet with any such
party.
Absent prior authorization by the mediation team leader, a maximum
of four individuals (two attorneys, one financial advisor or other
consultant, and one client representative) may attend the meeting
on behalf of each authorized party. Attendance by a client
representative, to the extent feasible, is strongly encouraged.
Attendance by counsel is required. Any request to exceed the
per-party maximum set forth above will be submitted in writing, and
include an explanation of the need for additional attendees. The
mediation team leader will review and respond to each such
request.
The meeting will proceed on a confidential basis, and will not be
open to the public or the media. Accordingly, and for security
reasons, each party must submit to the mediation team in writing,
not later than 12:00 p.m. noon (prevailing Eastern Time) on July
10, 2017, the names of all individuals attending the meeting on its
behalf.
All requests or other written submissions relating to the July 12,
2017 meeting, including applications under Standing Order M10-468
(Revised) to bring personal electronic devices or general purpose
computing devices, shall be sent to the mediation team's dedicated
law clerk, Matt Hindman, via email, at the following address:
hindmanDPR@ao.uscourts.gov.
On June 23, 2017, the Honorable Laura Taylor Swain, who oversees
the Title III cases, entered an order appointing a mediation team
for the Title III cases and related proceedings. Judge Houser of
the U.S. Bankruptcy Court for the Northern District of Texas was
named mediation team leader.
Commonwealth-COFINA Dispute
A critical legal issue in the Title III cases is whether and how
much sales and use taxes used to secure bonds issued by COFINA are
property of the Commonwealth or COFINA. In response to its fiscal
crisis, the Commonwealth in 2007 created Rico Sales Tax Financing
Corporation ("COFINA"), as a financing vehicle to issue bonds
secured by the proceeds of a newly created Puerto Rico sales and
use tax (the "SUT").
As of July 31, 2016, there is approximately $17.3 billion of COFINA
Bonds outstanding. COFINA's debt service requirement is
approximately $725 million for the fiscal year ending June 30, 2017
and is projected to grow annually.
Holders and insurers of COFINA Bonds argue that the sales and use
taxes were legislatively rendered property of COFINA from their
inception, thereby eliminating any possibility the taxes may be
property or available resources of the Commonwealth. The GO
bondholders, on the other hand, have challenged the legality of the
bonds issued by COFINA.
Also at issue is the fiscal turnaround plan proposed by
Commonwealth and certified by the Oversight Board that would tackle
Puerto Rico's $74 billion massive debt load and $49 billion in
pension obligations. Bondholders have opposed the Oversight
Board's moves to approve a fiscal plan that provided only $800
million in annual debt service, an 80% reduction in total debt
service.
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.
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.
PUERTO RICO: GO Bondholders Sue Board, Commonwealth Over 80% Cuts
-----------------------------------------------------------------
Aurelius Capital Management, LP, Monarch Alternative Capital LP,
and other holders of general obligation bonds issued by the
Commonwealth of Puerto Rico have commenced an adversary proceeding
in the U.S. District of Puerto Rico against the Commonwealth and
the Financial Oversight and Management Board of Puerto Rico to stop
the Commonwealth from spending $18 billion in average revenue "in
any manner it wants, and without any regard to existing statutes
governing the allocation of revenues in any manner it wants, and
without any regard to existing statutes governing the allocation of
revenues, or creditors' rights or interests in particular
revenues."
"Having declared themselves free from the nettlesome obligations of
Puerto Rico law, the Oversight Board and the Commonwealth propose
massive 80% cuts to bondholders, while leaving untouched more
politically favored creditors such as trade creditors and pension
creditors," the GO Bondholders said in filings submitted to the
District Court, which is handling the Commonwealth's Title III
cases.
The plaintiffs in the lawsuit are:
* ACP MASTER, LTD.,
* AURELIUS CAPITAL MASTER, LTD.,
* AURELIUS CONVERGENCE MASTER, LTD.,
* AURELIUS INVESTMENT, LLC,
* AURELIUS OPPORTUNITIES FUND, LLC,
* AUTONOMY MASTER FUND LIMITED,
* CORBIN OPPORTUNITY FUND, L.P.,
* FCO SPECIAL OPPORTUNITIES (A1) LP,
* FCO SPECIAL OPPORTUNITIES (D1) LP,
* FCO SPECIAL OPPORTUNITIES (E1) LLC - MASTER SERIES 1,
* FUNDAMENTAL CREDIT OPPORTUNITIES MASTER FUND LP,
* JACANA HOLDINGS I LLC,
* JACANA HOLDINGS II LLC,
* JACANA HOLDINGS III LLC,
* JACANA HOLDINGS IV LLC,
* JACANA HOLDINGS V LLC,
* LEX CLAIMS, LLC,
* LMAP 903 LIMITED,
* MCP HOLDINGS MASTER LP,
* MONARCH ALTERNATIVE SOLUTIONS MASTER FUND LTD,
* MONARCH CAPITAL MASTER PARTNERS II LP,
* MONARCH CAPITAL MASTER PARTNERS III LP,
* MONARCH CAPITAL MASTER PARTNERS IV LP,
* MONARCH DEBT RECOVERY MASTER FUND LTD,
* MONARCH SPECIAL OPPORTUNITIES MASTER FUND LTD,
* MPR INVESTORS LLC,
* P MONARCH RECOVERY LTD,
* P STONE LION IE, A FUND OF PERMAL MANAGED ACCT PLATFORM ICAV,
* PERMAL STONE LION FUND LTD.,
* PINEHURST PARTNERS, L.P.,
* PRISMA SPC HOLDINGS LTD.-SEGREGATED PORTFOLIO AG,
* RRW I LLC,
* SENATOR GLOBAL OPPORTUNITY MASTER FUND LP,
* SL LIQUIDATION FUND L.P.,
* SL PUERTO RICO FUND II L.P., and
* SL PUERTO RICO FUND L.P.
According to the GO Bondholders, bonds issued by the Commonwealth
of Puerto Rico and certain of the Commonwealth's public
corporations secured by an absolute and enforceable first claim and
lien on all of the Commonwealth's "available resources," P.R.
Const. art. VI, Sec. 8, in addition to, and complemented by, a
pledge of the Commonwealth's good faith, credit, and taxing power.
Because these protections are specifically and uniquely enshrined
in interlocking provisions of the Puerto Rico Constitution, and
reinforced by statutory and contractual obligations, public debt is
known as "Constitutional Debt," says Mark T. Stancil, Esq., at
Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP,
attorney to the GO Bondholders.
In addition to the constitutional protections, the GO Bondholders,
according to Mr. Stancil, enjoy unique property interests in two
separate and specific streams of revenues: (1) proceeds of certain
taxes and fees that, although conditionally earmarked for payment
of certain obligations of Commonwealth instrumentalities, are
required by Puerto Rico law to be "clawed back" for the express and
sole purpose of paying Constitutional Debt when other available
resources are insufficient to do so (collectively, the "Clawback
Revenues"); and (2) certain proceeds of property taxes that Puerto
Rico statutory law requires be levied and collected for the benefit
of Constitutional Debtholders and segregated in a trust for the
express and sole purpose of paying Constitutional Debt (the
"Special Property Tax Revenues," and together with the Clawback
Revenues, the "Restricted Revenues").
In fiscal year 2017, Puerto Rico collected approximately $940
million in Restricted Revenues, and an equal or greater amount will
be collected in fiscal years 2018 and beyond.
Abuse of PROMESA
Following the passage of the Puerto Rico Oversight, Management, and
Economic Stability Act, Pub. L. No. 114-187, 130 Stat. 549
("PROMESA") (codified at 48 U.S.C. Sec. 2101-2241) into law on June
30, 2016, Puerto Rico immediately defaulted on approximately $817
million due on its Constitutional Debt, and has refused to make
nearly all debt service payments ever since.
Puerto Rico continued to collect approximately $940 million in
Restricted Revenues in fiscal year 2017, and projects a similar or
higher amount of Restricted Revenues in fiscal year 2018.
According to the GO Bondholders, the Commonwealth -- now acting
under the control of the Oversight Board -- refuses to use the
Restricted Revenues for their only lawful purpose, or even
segregate them for the benefit of Constitutional Debtholders.
Instead, according to the GO Bondholders, the Commonwealth and the
Oversight Board have chosen to take the Restricted Revenues, in
which they have no equitable or beneficial interest, and spend them
however they see fit, in clear violation of Puerto Rico law and the
rights of Constitutional Debtholders.
According to the GO Bondholders, the Oversight Board and
Commonwealth mistakenly assert that Congress's decision to enact
PROMESA bestowed unprecedented rights on the Commonwealth that
permit it to disregard all of its obligations under Puerto Rico
law.
"PROMESA, however, does not countenance the wholesale disregard of
decades of Puerto Rico law. To the contrary, Congress expressly
required that fiscal plans and budgets, among other requirements,
account for revenues "based on applicable laws" and that they
"respect the relative lawful priorities or lawful liens, as may be
applicable, in the constitution, other laws, or agreements of a
covered territory," as such laws existed before PROMESA was
enacted," Mr. Stancil argues.
80% Cut
While Constitutional Debtholders are entitled to be paid before all
other expenses under the plain terms of the Puerto Rico
Constitution and applicable laws, the Oversight Board and the
Commonwealth are asking Bondholders to make "by far the greatest
sacrifice", imposing nearly 80% cuts, while paying pension claims
in full and other lower priority creditors almost entirely in
full.
The Plaintiffs note that:
* The Commonwealth -- with the Oversight Board's blessing -- has
pledged to pay pension claims in full, and repeatedly increased the
amount appropriated to pensions in the Commonwealth's budget and
fiscal plan. The Commonwealth's fiscal year 2018 budget, for
example, allocates more than $2 billion to pensions, an amount
sufficient to ensure that pension liabilities will not be impaired
at all.
* The Commonwealth has pledged to pay trade creditors in full,
recently disclosing that -- since PROMESA was enacted on June 30,
2016 -- the Commonwealth has reduced outstanding trade debt by
approximately $1.2 billion.
* According to the Commonwealth's fiscal plan, expenses will
increase over the next 10 years when the Commonwealth should be
cutting costs. The Commonwealth's fiscal year 2018 budget reveals
hundreds of millions of dollars in non-essential spending,
including -- as only one example -- $75 million in appropriations
for arts, recreation and lifestyle programs.
* The most recent budget proposal includes $750 million in
non-budgeted expenses; i.e., "reserve funds" or other budgetary
cushions not based on identified expenses.
* The Governor recently announced his desire to enact sweeping
tax cuts for the people of the Commonwealth.
Fiscal Plan
On March 13, 2017, the Oversight Board certified a revised fiscal
plan (as amended, the "March Fiscal Plan"), which provided an
average of approximately $787 million in annual debt service for
the Constitutional Debt issued by the Commonwealth as well as tens
of billions of debt issued by other instrumentalities, including
COFINA. The $787 million of annual average debt service prescribed
by the March Fiscal Plan represented only 22% of the originally
scheduled debt service (before taking into account the accrual and
compounding of interest as prescribed by contract or statute).
The GO Bondholders complain that the March Fiscal Plan provided, in
the first instance, for the full payment of every non-debt
expenditure, and left the "remaining" revenues for the payment of
debt service, including -- without any distinction --
Constitutional Debt and other debt. Using fiscal year 2018, as an
example, the Oversight Board certified that the Commonwealth could
spend over $11.7 billion of local revenues on non-debt
expenditures, and then allocate the remaining $404 million in
projected surplus for debt service.
The March Fiscal Plan, according to the GO Bondholders, ignored two
of the requirements Congress imposed on any fiscal plan, namely,
that it "respect the relative lawful priorities or lawful liens, as
may be applicable, in the constitution, other laws, or agreements
of a covered territory or covered territorial instrumentality in
effect prior to the date of enactment of this Act," and that
estimates of revenues and expenditures be based on "applicable
laws."
Rather than consider how particular funds must be used under Puerto
Rico law, the Oversight Board and Commonwealth instead treated the
entirety of Puerto Rico's resources as one piggy bank they could
use for any purpose they found desirable, with general Commonwealth
revenues and Restricted Revenues simply pooled together, according
to the GO Bondholders.
"Any fiscal plan that endeavored to "respect the relative lawful
priorities or lawful liens" under Puerto Rico law would have first
budgeted the payment of Constitutional Debt, segregated revenues
subject to lawful liens, and then considered the remaining revenues
and desired spending. If the Oversight Board had followed the law
as Congress intended, the Commonwealth could meet its
Constitutional Debt obligations and still have an average of $10.9
billion of local revenues per year to provide services to its
citizens. However, the Oversight Board chose to develop the March
Fiscal Plan in the precise opposite manner, thereby ignoring
Constitutional Debt's unique status as the Commonwealth's most
senior obligation, violating the plain language of Section
201(b)(1)(N), and guaranteeing that the Commonwealth could claim
that it did not have sufficient available resources to pay
Constitutional Debt," says Mr. Stancil.
Requests for Relief
The GO Bondholders request entry of a judgment:
(1) On Count One, declaring that, under Puerto Rico law the
Special Property Tax Revenues are restricted funds by law that
cannot be used by the Commonwealth for any purpose except to
satisfy the Commonwealth's payment obligations with respect to
outstanding Constitutional Debt;
(2) On Count Two, declaring that, under Puerto Rico law the
Clawback Revenues are restricted funds by law that cannot be used
by the Commonwealth while it is in default on the Constitutional
Debt for any purpose except to satisfy the Commonwealth's payment
obligations with respect to outstanding Constitutional Debt;
(3) On Count Three, declaring that (i) the Commonwealth is a
conduit for the Special Property Tax Revenues and lacks an
equitable or beneficial property interest in the Commonwealth Debt
Redemption Fund; and (ii) Plaintiffs have equitable and beneficial
property interests in the Special Property Tax Revenues;
(4) On Count Four, declaring that (i) the Commonwealth is a mere
conduit for the Clawback Revenues and lacks an equitable or
beneficial property interest in the Clawback Revenues; and (ii)
Plaintiffs have equitable and beneficial property interests in the
Clawback Revenues;
(5) On Count Five, declaring that Plaintiffs have a statutory
lien on the Special Property Tax Revenues;
(6) On Count Six, declaring that Plaintiffs have statutory
liens on the Clawback Revenues;
(7) On Count Seven, declaring that (i) the Clawback Revenues
are special revenues within the meaning of 11 U.S.C. Sec. 902(2)(B)
and must be applied in accordance with 11 U.S.C. Sec. 922(d) and
928, and (ii) pursuant to 11 U.S.C. Sec. 922(d), the automatic stay
does not operate as a stay of application of the
Clawback Revenues to payment of Constitutional Debt;
(8) On Count Eight, declaring that the Commonwealth's diversion
of the Restricted Revenues, or any other impairment of Plaintiffs'
property interests in the Restricted Revenues, without just
compensation is an unlawful taking under the Fifth Amendment to the
United States Constitution;
(9) On Count Nine, declaring that the Special Property Tax
Revenues must be segregated and deposited into a designated account
and not commingled with other funds of the Commonwealth or used for
any purpose other than repayment of Constitutional Debt;
(10) On Count Ten, declaring that the Clawback Revenues must be
segregated and deposited into a designated account and not
commingled with other funds of the Commonwealth or, while the
Commonwealth is in default on the Constitutional Debt, used for any
purpose other than repayment of Constitutional Debt; and
(11) On Count Eleven, enjoining Defendants from continuing to
divert the Restricted Revenues, and directing Defendants to
segregate and preserve the Restricted Revenues for payment of
Constitutional Debt.
A copy of the Complaint is available at:
http://bankrupt.com/misc/PR_536_GO_Bondholders_Suit.pdf
Counsel to the Plaintiffs:
Lawrence S. Robbins, Esq.
Mark T. Stancil, Esq.
Gary A. Orseck, Esq.
Kathy S. Zecca, Esq.
Ariel N. Lavinbuk, Esq.
Donald Burke, Esq.
ROBBINS, RUSSELL, ENGLERT, ORSECK, UNTEREINER & SAUBER LLP
1801 K Street, NW
Washington, D.C. 20006
Telephone: (202) 775-4500
Facsimile: (202) 775-4510
E-mail: mstancil@robbinsrussell.com
- and -
Andrew N. Rosenberg, Esq.
Walter Rieman, Esq.
Richard A. Rosen, Esq.
Kyle J. Kimpler, Esq.
Karen R. Zeituni, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
E-mail: arosenberg@paulweiss.com
- and -
J. Ramon Rivera Morales, Esq.
JIMENEZ, GRAFFAM & LAUSELL
PO Box 366104
San Juan, PR 00936
Telephone: (787) 767-1030
Facsimile: (787) 751-4068
E-mail: rrivera@jgl.com
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.
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.
PUERTO RICO: Oversight Board Certifies Fiscal 2018 Budget
---------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico
created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act ("PROMESA" or the "Act") on
June 30, 2017, approved and certified a revised, compliant budget
for fiscal year 2018 for the Commonwealth of Puerto Rico -- along
with the proposed budgets for four covered territorial
instrumentalities -- in compliance with PROMESA, during its eight
Open Meeting, held in San Juan and live-streamed via webcast in
both English and Spanish.
Approved Budgets
The Oversight Board unanimously adopted a resolution approving the
certification of a revised, compliant budget for the Commonwealth
of Puerto Rico pursuant to PROMESA sections 202(d)(2) and
202(e)(3), to be in full force and effect beginning on July 1,
2017. During the meeting, the Board approved certain revisions to
the proposed budget introduced by Governor Rossello's
representative, Elias Sanchez Sifonte, and approved by The Board.
These revisions were required upon failure by the Puerto Rico
Legislature to take the corrective actions the Board had outlined
in its June 27 Notice of Violation and adopt a compliant budget by
June 29, 2017.
"Today marks an historic milestone in our path towards fiscal
responsibility and restoring credibility before the financial
markets and fostering economic growth for all in Puerto Rico. The
approved budget is realistic and consistent with the certified
Fiscal Plan and the objectives and targets contained in it. The
course has been set; and although it will be challenging, we cannot
afford to veer off. We must work together to stay steadfast in our
path towards building a stronger Puerto Rico and providing better
opportunities for its people as soon as possible," said Jose
Carrion, Chairman of the Oversight Board.
The Oversight Board also unanimously adopted resolutions approving
the budgets of the Government Development Bank (GDB), the Puerto
Rico Highways and Transportation Authority (PRHTA), the Puerto Rico
Aqueduct and Sewer Authority (PRASA) and the Puerto Rico Electric
Power Authority (PREPA). In the resolutions the Board noted its
determination, pursuant to PROMESA Sec. 202 (c)(1)(A) and
202(e)(2), to certify these proposed budgets in compliance with the
fiscal plans previously submitted and certified by the Oversight
Board.
The resolutions also stated that the previously certified fiscal
plans will likely be revised in the future, in which case the
certified budgets would have to be revised to comply with any
revisions. In the case of the PRASA, HTA and PREPA, the Board
specifically requested the Governor submit within 45 days, revised
fiscal plans incorporating the amendments adopted by the Board on
April 28, 2017. In the case of PRSA, it also requested modifying
the plan to reflect line items consistent with the budget certified
June 30.
The individual budgets of the territorial instrumentalities were
presented by their respective agency heads followed by a period of
public comment. The Board's Executive Director, Natalie Jaresko,
proposed the resolutions to approve and certify each of the
proposed budgets and issue a certification for each to the Governor
and the Legislature pursuant to PROMESA.
The Board is yet to consider the fiscal plans and budgets of the
Public Corporation for the Supervision and Deposit Insurance of
Puerto Rico Cooperatives (COSSEC) and of the University of Puerto
Rico, as those plans and budgets have not yet been finalized.
Financial Disclosures
It was also announced during the meeting that updated financial
interest disclosure forms, including quarterly financial
disclosures for the three-months ended on March 31, 2017 for
members of the Board and its staff have been publicly released and
posted on the Board's website. Chairman Carrion confirmed that
this information was reviewed by the Board's Ethics Advisor and
stressed that the Oversight Board's governance documents, including
PROMESA itself, the Oversight Boards Bylaws and its Code of
Conduct, require disclosure of conflict of interests, an obligation
the Board is resolved to adhere to faithfully.
The recorded proceedings, as well as all material of public
interest considered during the meeting, will be posted on the
Oversight Board's website as soon as possible after the meeting.
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.
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.
QUADRANT 4 SYSTEM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Quadrant 4 System Corporation
1501 E. Woodfield Rd.
Suite 205 South
Schaumburg, IL 60173
Type of Business: Quadrant 4 System Corporation --
http://www.qfor.com/company/-- empowers digital
transformation in education and healthcare
through robust Software-as-a-Service (SaaS)
platforms and highly specialized professional
service.
Quadrant 4's Health Division provides consumer
engagement, shopping, enrollment, and benefits
administration solutions in a way that brings
together a typically disjointed collection of
stakeholders, vendors, partners, and users into
a cohesive whole.
Quadrant 4's Education Division delivers a suite
of connected cloud-based applications that
brings students, families, teachers, and
administrators together to ensure a student's
learning process is meaningful, flexible, and
complete. EmpowerED Solutions is a central,
secure platform that combines and transforms
data from multiple databases into highly usable
information that supports effective academic
assessment and intervention, real-time reporting
and decision support.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-19689
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jack B. Schmetterer
Debtor's Counsel: Chad H. Gettleman, Esq.
ADELMAN & GETTLEMAN, LTD.
53 West Jackson Boulevard, Suite 1050
Chicago, IL 60604
Tel: 312 435-1050 Ext. 215
Fax: 312 435-1059
E-mail: cgettleman@ag-ltd.com
- and -
Nathan Q. Rugg, Esq.
ADELMAN & GETTLEMAN, LTD.
53 W. Jackson Blvd., # 1050
Chicago, IL 60604
Tel: 312 435-1050
E-mail: nrugg@ag-ltd.com
nqr@ag-ltd.com
Total Assets: $47.05 million as of Sept. 30, 2016
Total Debt: $31.39 million as of Sept. 30, 2016
The petition was signed by Robert H. Steele, chief executive
officer. A full-text copy of the petition is available at:
http://bankrupt.com/misc/ilnb17-19689.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Baker Tilly Virchow Krause, LLP Professional $34,377
Email: services
Joe.Pellerite@bakertilly.com
Bank of America Credit Card Credit Card-Nandu $22,672
Thondavadi
Cleary Planning Services Ltd. $3,937
Email: info@cleary.co.nz
Faegre Baker Daniels LLP Professional $71,932
Email: michael.macphail@FaegreBD.com Services
FisherBroyles, LLP $32,095
Email: Kevin.Broyles@fisherbroyles.com
Fractal Advisors LLC Debt $29,000
Email: mroz@fractaladv.net
LJ Soldinger Associates Professional $6,786
Email: solly@soldinger.com Service
MGL America Debt $2,032,768
4330 Chancery Park Drive
Fairfax., VA 22030
Bhushan Dandawate
Tel: 703-278-1760
Email: bhushan@dandawate
Micah Winkelspecht Alleged Debt $35,340
Email: winkelspecht@gmail.com Related to
DialedIN Corp.
Nixon Peabody LLP Professional $640,533
70 W Madison St. services
Suite 3500
Chicago, IL 60602
Gary I. Levenstein
Tel: 312-977-4436
Email: gilevenstein@nixonpeabody.com
Quadrant 4 Software Solutions Professional $928,000
(P) Ltd. Service
RR Towers IV, Super A 16 & 17
Thiru Vi Ka
Industrial Estate
Guindy
Chennai, Tamil Nadu
India 600032
Anant R. Koppar
PhD/CEO
Tel: 914471727374
Email: Anant.Koppar@afor.com
Saitskiy, Maksim $20,450
Sirahu Technologies Professional $47,000
Email: bgerald@apptivo.com Service
Taglich Brothers, Inc. Professional $7,500
Email: LCS@taglichbrothers.com Service
The Benchmark Company, LLC Professional $7,500
Email: service
jabourmeri@benchmarkcompany.com
The Golding Law Offices, P.C. Professional $22,035
Email: rgolding@goldinglaw.net services
Thomas Law LLC Professional $5,209
Email: jthomas@thomaslawllc.com Service
TractionJet, LLC Debt $43,250
Email: raghurambala@yahoo.com
Vedder Price PC Professional $65,449
service to
secured creditor,
Payable to Debtor
Xoriant Corporation Alleged Debt $3,595
related to DialedIN
Corp
R.J. REAL ESTATE: Trustee's Sale Set for Sept. 7
------------------------------------------------
The property of R.J. Real Estate Enterprises L.L.C., will be sold
at public auction to the highest bidder at the law firm of Lane &
Nach, P.C., 2001 East Campbell Avenue, Suite 103, Phoenix, Arizona
85016, on Sept. 7, 2017 at 2:00 p.m.
Parties who object to the Sale must file an action and obtain a
court order pursuant to Rule 65, Arizona Rules of Civil Procedure,
stopping the sale no later than 5:00 p.m., mountain standard time
of the last business day before the scheduled date of the sale.
Otherwise, the sale will be final.
The property consists of:
Parcel No. 1: Lots 12, 14, 16, 18 and 20, and the East 48 feet
of Lot 17 and 19, Block 3, Peters View Tract, according to Book 30
of Maps, page 23, records of Maricopa County, Arizona; Except that
part of Lot 20 and the East 48 feet of Lot 19, lying Southerly of a
line described as follows: Beginning at the Northwest corner of the
South 41 feet to the East 48 feet of Lot 19; Thence Southeasterly
to the Northwest corner of the South 36 feet of the East 5 feet of
Lot 20, said Block 3; Thence Northeasterly to a point on the East
line of said Lot 20, that lies 41 feet North of the Southeast
corner thereof and the terminus; and also Except the North 16 feet
of said Lot 12.
Parcel No. 2 The West 37 feet of the East 85 feet of Lots 17
and 19, Block 3, Peters View Tract, according to Book 30 of Maps,
page 23, records of Maricopa County, Arizona; Except the South 41
feet of said Lot 19. Now described as: Lot 1, of 18th Place and
Indian School Road NW, according to the plat of record in the
office of the County Recorder of Maricopa County, Arizona, recorded
Book 1141 of Maps, page 27.
The street address is 1802 East Indian School Road, Phoenix,
Arizona 85016.
Proceeds of the sale will be used to pay debt in the original
principal balance of $550,000, being held by Western State Bank.
The bidding deposit check must be in the form of a Cashiers Check
made payable to Adam B. Nach, Esq., the Trustee. Third party
checks will not be accepted.
Conveyance of the property shall be without warranty, expressed or
implied, and subject to all liens, claims or interests having a
priority senior to the Deed of Trust. The Trustee shall not express
an opinion as to the condition of title. The sale will not exhaust
the power of sale contained in the Deed of Trust as to any
remaining property encumbered by the Deed of Trust, which may, at
Beneficiary's option, be sold in one or more subsequent sale
proceedings.
R.J. Real Estate may be reached at:
R.J. Real Estate Enterprises L.L.C.
10643 N. Frank Lloyd Wright Blvd. #202
Scottsdale, AZ 85259
The Bank may be reached at:
Western State Bank
7001 N. Scottsdale Road, Suite 1000
Scottsdale, AZ 85253
The Trustee may be reached at:
Adam B. Nach, Esq.
Lane & Nach, P.C.
2001 East Campbell Avenue, Suite 103
Phoenix, AZ 85016
RACEWAY MARKET: Eyes Refinancing or Sale of Mortgaged Property
--------------------------------------------------------------
Raceway Market Land, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Indiana a disclosure statement dated June
21, 2017, for the Debtor's second amended Chapter 11 plan.
The Plan envisions resolution of this case by the Debtor either
refinancing the Beal Bank and First Financial Obligations or
selling the mortgaged property no later than Dec. 31, 2017.
The Debtor is the owner of an undeveloped parcel of real property
consisting of approximately 10 acres located in Indianapolis,
Marion County, Indiana. The Real Estate secures indebtedness owed
by the Debtor to Beal Bank, USA, as first mortgagee, and to First
Financial Bank, N.A., as second mortgagee.
The secured creditors will retain their rights to credit bid for
any sale of the Mortgaged Property. If the sale or refinance of
the Mortgaged Property is sufficient to pay all creditors in full,
the Debtor's members will retain their interests and any remaining
assets of the Debtor will vest in the Reorganized Debtor (though
vesting will obviously not occur for any of the Mortgaged Property
which has been sold).
The Debtor intends to sell the Mortgaged Property or refinance the
Beal Bank and First Financial Obligations, and the Plan provides
the mechanism by which allowed claims will be satisfied, to the
extent possible, from refinancing or sale proceeds.
The Plan designates all classes of claims as unimpaired.
Class 4 consists of allowed non-priority unsecured claims arising
from the Debtor's prepetition operations, based upon the Debtor's
books and records. Claims are projected at $2,609,579.
Unless the holder if a Class 4 Allowed Unsecured Claim accepts a
different treatment, the holders of Class 4 Allowed Unsecured
Claims will be paid on a pro rata basis based on the amount of
their allowed claims, with any cash available from a sale or
refinance after the full payment of Classes 1, 2, and 3, on or
before the Effective Date; provided, however, if there is no sale
or refinance sufficient to pay the secured claims on or before Dec.
31, 2017, then the automatic stay as to the Mortgaged Property will
be automatically lifted and the Mortgaged Property will be
automatically abandoned from the bankruptcy estate. In that case,
holders of Class 4 Allowed Unsecured Claims will receive no
distribution from the estate. Johnson Management Company, Inc., has
a Class 4 Allowed Claim of $2,603,405, and has agreed to
subordinate itself to the claims of the other holders of Class 4
claims, so that all other Class 4 Allowed Unsecured Claims.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/insb16-09541-77.pdf
As reported by the Troubled Company Reporter on April 27, 2017, the
Debtor's unsecured creditors would receive full payment of their
claims, according to the Debtor's previously proposed Chapter 11
plan. That plan proposed to pay creditors holding Class 4
non-priority unsecured claims in full in cash on or before the
effective date of the plan. The total amount of unsecured claims
was estimated at $2,609,579.
About Raceway Market
Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case
No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total
assets and $5.74 million in total liabilities. The petition was
signed by Craig W. Johnson, president.
Judge Robyn L. Moberly presides over the case.
Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP serves as
the Debtor's bankruptcy counsel.
RADIOLOGY SUPPORT: Hires Tiedt & Hurd as Litigation Counsel
-----------------------------------------------------------
Radiology Support Devices, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Tiedt & Hurd, as special litigation counsel to the Debtor.
Radiology Support requires Tiedt to:
a. represent the Debtor in claims against Chwalit Krautim and
Dan Krautim, in relation to the Debtor's interest in, and
recovery, of manufacturing molds necessary to conduct the
business of the Debtor; and
b. pursue appropriate legal action necessary to recover
damages against Chwalit Krautim and Dan Krautim, and other
culpable parties related to the misappropriation of the
Debtor's trade products, in an action entitled Radiology
Support Devices, Inc., a California corporation v. Chawalit
Krautim, aka Dan Krautim, an individual; Daniel Krautim, an
individual; and DOES 1 through 25, Inclusive, bearing LASC
case No. NC060618.
Tiedt will be paid as follows:
-- Tiedt has agreed to reduce its hourly rate of $375 to
$150 per hour subject to a contingency fee of One-Third
(33-1/3%), whereby Tiedt agrees to accept One-Third (33-1/3%)
of any recovery in the action, less any hourly fees
incurred or paid by the Debtor up to the time of recovery.
-- In the event there is no recovery, the Debtor shall still
be responsible for the hourly fees incurred at the
substantially reduced hourly rate or $150 per hour.
-- Tiedt requests an initial cost retainer fee in the amount
of $3,000. In addition, from time to time, Tiedt may
request additional deposits, subject to the approval of
the Bankruptcy Court, and retain the right to request such
additional cost retainers to cover anticipated future
litigation expenses.
Marc S. Hurd, partner of Tiedt & Hurd, 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.
Tiedt can be reached at:
Marc S. Hurd, Esq.
TIEDT & HURD
980 Montecito Drive, Suite 209
Corona, CA 92879
Tel: (951) 549-9400
About Radiology Support Devices, Inc.
Radiology Support Devices, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12054) on Feb.
21, 2017. The petition was signed by Matthew Alderson, president.
At the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $500,000 to $1 million in liabilities.
Weintraub & Selth, APC, is serving as bankruptcy counsel to the
Debtor, with the engagement led by Daniel Weintraub, Esq., James R.
Selth, Esq. and Elaine V. Nguyen, Esq. Bette Hiramatsu of Hiramatsu
and Associates, Inc., is the Debtor's financial consultant; and
Tiedt & Hurd, serves as special litigation counsel.
RICEBRAN TECHNOLOGIES: Appoints Dykes as Chief Accounting Officer
-----------------------------------------------------------------
Dennis Dykes, 48, was appointed vice president and chief accounting
officer of RiceBran Technologies on June 21, 2017, reporting
directly to Brent Rystrom, the Company's chief financial officer.
Mr. Dykes joined the Company in May of 2014 as corporate
controller, where he supervised accounting and finance functions,
including general ledger accounting, internal financial reporting,
accounts receivable and accounts payable. In March 2015, he became
the Company's vice president of accounting and compliance, where he
managed accounting and reporting functions, including SEC
reporting, general ledger accounting and corporate internal
controls compliance. Prior to joining the Company, Mr. Dykes
garnered nearly 20 years of business accounting and operations
experience in multiple industries with companies, including Avella
Specialty Pharmacy and Carrier Commercial Service. He has served
in several finance and operations leadership roles including a
consulting practice focused on accounting, tax and legal
transactions. Mr. Dykes has a B.A.A. in Accounting and a B.A. in
Business Administration from St. Ambrose University and a J.D. from
Whittier Law School. He is a certified public accountant in
Arizona as well as Illinois.
Mr. Dykes is eligible to participate in the annual bonus programs
applicable to senior officers that are approved by the Company's
Compensation Committee. In connection with his appointment as the
Company's chief accounting officer, Mr. Dykes was granted an option
to purchase 10,000 shares of common stock pursuant to the Company's
2014 Equity Incentive Plan.
Mr. Rystrom served as the Company's principal accounting officer
until Mr. Dykes was appointed the Company's chief accounting
officer. Mr. Rystrom continues to serve as the Company's chief
financial officer and principal financial officer of the Company.
About RiceBran
Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.
RiceBran incurred a net loss attributable to common shareholders of
$9.10 million for the full year 2016 compared to a loss
attributable to common stockholders of $8.3 million in 2015.
As of March 31, 2017, Ricebran had $32.46 million in total assets,
$24.61 million in total liabilities and $7.85 million in total
equity attributable to Ricebran shareholders.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations resulting in an accumulated deficit of $260 million
at Dec. 31, 2016. This factor among other things, raises
substantial doubt about its ability to continue as a going concern.
RICEBRAN TECHNOLOGIES: Seven Directors Elected by Shareholders
--------------------------------------------------------------
Ricebran Technologies held its annual meeting of shareholders on
June 21, 2017, at which the shareholders:
(1) elected Robert D. Smith, Ph.D., Brent Rosenthal,
Beth Bronner, Ari Gendason, David Goldman, Baruch Halpern,
and Henk W. Hoogenkamp to the Board of Directors;
(2) approved amendments to the Company's articles of
incorporation that would effect a reverse stock split,
pursuant to which either two, three or four outstanding
shares of the Company's common stock would be combined into
one share of such stock, and to authorize the Company's
board of directors, at its discretion, to select and file
one such amendment which would affect the reverse stock
split at one of these three reverse split ratios on or
before June 21, 2018, if deemed appropriate;
(3) approved an amendment to the Company's 2014 Plan to
increase by 1,700,000 shares the number of shares
authorized for issuance thereunder;
(4) approved, on a nonbinding advisory basis, the compensation
of the Company's named executive officers; and
(5) ratified the appointment of Marcum, LLP as the Company's
independent registered public accounting firm for the for
the year ending Dec. 31, 2017.
About RiceBran
Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.
RiceBran incurred a net loss attributable to common shareholders of
$9.10 million for the full year 2016 compared to a loss
attributable to common stockholders of $8.3 million in 2015. As of
March 31, 2017, Ricebran had $32.46 million in total assets, $24.61
million in total liabilities and $7.85 million in total equity
attributable to Ricebran shareholders.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations resulting in an accumulated deficit of $260 million
at Dec. 31, 2016. This factor among other things, raises
substantial doubt about its ability to continue as a going concern.
RICHARD D. VAN LUNEN: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Richard D. Van Lunen Charitable
Foundation as of June 27, 2017, according to a court docket.
About Richard D. Van Lunen
Charitable Foundation
Based in Palos Park, Illinois, Richard D. Van Lunen Charitable
Foundation is a foundation that funds primarily for Christian
churches and education.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The
petition was signed by James Achterhof, managing trustee and
director.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., is the
Debtor's legal counsel.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
RIVARA'S SHIPYARD: Barbadoes Drive Property Up for Sale Aug. 4
--------------------------------------------------------------
Frank Bruno, Jr., Esq., as Referee, will sell at public auction at
the Queens County Supreme Courthouse, 88 11 Sutphin Blvd., in
Courtroom # 25, Jamaica, NY on August 4, 2017 at 10:00 a.m. the
premises known as BARBADOES DRIVE, ARVERNE, New York. The
approximate amount of the lien is $12,000.44 plus interest and
costs.
The premises will be sold subject to provisions of the Judgment of
Foreclosure and Sale dated May 9, 2017 and entered on May 25, 2017,
in the case, NYCTL 1998 2 TRUST, and THE BANK OF NEW YORK MELLON,
as Paying Agent and Collateral Agent and Custodian for the NYCTL
1998 2 TRUST, Plaintiffs against RIVARA'S SHIPYARD INC, et al.
Defendant(s), in the Supreme Court, County of Queens.
Plaintiffs are represented by Seyfarth Shaw LLP at 620 Eighth
Avenue, New York, NY 10018.
RJR TOWING: Wants Exclusive Plan Filing Deadline Moved to Sept. 29
------------------------------------------------------------------
RJR Towing, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida to extend the exclusive periods for the Debtor
to propose a plan of reorganization through Sept. 29, 2017, and
obtain acceptances of the plan through Nov. 29, 2017.
Unless extended by a Court order, the Debtor's Exclusive Plan
Period was to expire June 29, 2017, and the corresponding Exclusive
Solicitation Period will expire on Aug. 29, 2017.
The Debtor continues to actively negotiate with creditors,
including the principal secured creditor, to develop a plan that is
not only feasible but may result in consent to confirmation by the
creditors with the largest claims. The Debtor says it is somewhat
confident that, if given additional time, it will be able to
resolve the remaining issues to arrive at a fair and confirmable
plan. In addition, Debtor RJR Towing, LLC, has filed a complaint
in Adversary No 3-17-ap-00125 (JAF) seeking a determination that
certain equipment leases are actually disguised financing
agreements, and for related relief. Finally, given that no
creditors would be harmed by the requested extension, the Debtor
believes that a fair analysis of the cause factors results in a
finding of cause and, thereby, should weigh in favor of the
granting of the Debtor's request for extension.
The Debtor tells the Court that expiration of the Exclusive Periods
would deny the Debtor a meaningful opportunity to negotiate and
propose a confirmable joint plan with all the constituent parties,
and would be antithetical to the reorganization objectives of
Chapter 11. The Debtor assures the Court that the requested
extension of the Exclusive Periods will not prejudice the
legitimate interests of any creditor or other party in interest.
Instead, the requested extension will increase the likelihood of a
consensual resolution of the case that preserves a greater
reorganization value than will any plan that the Debtor might file
at this time simply to preserve their exclusive rights. The Debtor
is seeking this relief for the purpose of delay or as a result of
any delay on their part, but the Debtor needs the requested time to
complete negotiations and to develop a plan that preserves the
maximum value for the Debtor's estate.
Based in Jacksonville, Florida, RJR Towing is an auto towing and
road services. The Debtor filed Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-00701) on March 1, 2017. The Debtor is
represented by Robert D. Wilcox, Esq., of Wilcox Law Firm.
ROCKY-NOLE: Wants to Use Int'l Channel, et al.'s Cash Collateral
----------------------------------------------------------------
Rocky-Nole, Inc., asks for permission from the U.S. Bankruptcy
Court for the Western District of North Carolina to use cash
collateral on which International Channel Systems, Apex Mortgage
Corporation, and Richard Bates Properties, LLC, assert a security
interest and lien.
The Debtor proposes to use the monies on hand at the Petition Date
and generated from operation, which is absolutely necessary for the
continuation of Debtor's business. The Debtor's use of cash
collateral in this case is necessary for the continued operation of
its business. The Debtor needs to pay operational expenses, like
payroll, utilities, and insurance.
Richard Bates Properties holds a claim in the approximate amount of
$46,247, secured by a deed of trust filed in Book 863, Pages
968-972 of the Haywood County, North Carolina Registry of Deeds on
March 14, 2014. The Lender's security interest may impair the
Debtor's cash collateral.
As adequate protection for the use of Lender's cash collateral, the
Debtor agrees to provide Lender with replacement liens on
postpetition cash collateral to the same extent and priority as its
prepetition liens, for the extent of any postpetition diminution in
the prepetition cash collateral as well as replacement liens on all
other property that may be acquired post-petition by the Debtor
with replacement liens having the same extent and priority as
Lenders' prepetition liens on the property.
As the Debtor is continually receiving income from the operation of
its business, cash collateral is continually being replenished.
Therefore, the Debtor believes that granting replacement liens to
the Lender will adequately protect the Lenders' interest in the
Debtor's assets. The Lenders have not yet consented to the
Debtor's use of cash collateral.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/ncwb17-10230-26.pdf
About Rocky-Nole, Inc.
Rocky-Nole, Inc., runs a motel located in Maggie Valley, Haywood
County, North Carolina. It has been in business for over 10 years.
It primarily caters to the motorcycle community of tourists who
travel through Western North Carolina on vacation. The Company is
owned by Larry Hartline, an individual. Mr. Hartline and his wife,
Rita Hartline, amages the motel and reside on-site in the motel.
Rocky-Nole, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.C. Case No. 17-10230) on May 25, 2017, estimating its
assets and liabilities at between $500,001 and $1 million. D.
Rodney Kight, Jr., Esq., at Kight Law Office PC, serves as the
Debtor's bankruptcy counsel.
ROGER HASKELL: Sale of Vero Beach Property to Fund Plan Approved
----------------------------------------------------------------
Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida authorized the sale by Roger Lyman
Haskell and Sueanna S. Haskell, also known as Sue A. S. Haskell and
Sueanna Stimple-Haskell, of their real property located at 975
Royal Palm Blvd., Vero Beach, Florida.
A hearing on the Motion was held on June 27, 2017 at 9:30 a.m.
The Subject Property is the Debtors' homestead.
The sale is free and clear of all liens.
The proceeds from the sale will be used to satisfy in full, all
liens held by JP Morgan Chase Bank, N.A. with regards to the
Subject Property, in full satisfaction of its Class I claim
pursuant to the Debtor's Plan of Reorganization as modified by the
Order Confirming Plan of Reorganization. Chase's secured claim
will be paid in full from the proceeds of the sale, subject to the
terms of the payoff provided by Chase to the Debtors on June 12,
2017. Upon its receipt of the proceeds of the sale, Chase will be
required to release all liens on the Property. In the event that
Chase does not promptly release its liens on the Property after
receipt of the sale proceeds, a certified copy of the Order may be
recorded in the public records as evidence that the liens have been
satisfied.
The Debtors' net proceeds from the sale will be retained by the
Debtors to be used to fund unsecured obligations due under the
confirmed chapter 11 Plan.
Counsel for the Debtors:
Malinda L. Hayes, Esq.
MARKARIAN FRANK & HAYES
2925 PGA Blvd., #204
Palm Beach Gardens, FL 33410
Telephone: (561) 626-4700
Facsimile: (561) 627-9749
ROGERS & SON: Wants Plan Exclusivity Period Extended to Oct. 31
---------------------------------------------------------------
Rogers & Son Lawn Care & Landscaping, LLC, asks the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to extend:
-- the exclusive period for the Debtor to file a Chapter 11
plan and Disclosure Statement until Oct. 31, 2017; and
-- the time within which to file a Plan and Disclosure
Statement until Feb. 28, 2018.
Absent an extension, the 180-day exclusivity period will expire on
July 31, 2017.
The Debtor tells the Court that it has restructured all of its
secured debt. Motions seeking approval of the Debtor's secured
debts are currently pending before the Court.
Additionally, the Debtor has now separated bookkeeping records such
that the Debtor's income and expense records are maintained
separate and apart from those records of a sister corporation,
Affordable Lawn Care and Landscaping, LLC.
The Debtor explains it will need the summer season, when it is most
active and profitable, to gauge the anticipated levels of revenue
and expenses in order to determine the ability of the Debtor
corporation to pay its secured debt, its overhead and expenses and
return a dividend to its general, unsecured creditors.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/pamb17-00367-54.pdf
About Rogers & Son Lawn Care & Landscaping, LLC
Rogers & Son Lawn Care & Landscaping, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D.Pa. Case No. 17-00367) on Feb. 1,
2017. Lawrence V. Young, Esq., at CGA Law Firm serves as
bankruptcy counsel.
The Debtor's assets and liabilities are both below $1 million.
ROJESIE INC: Hires Reguero Acevedo as Accountant
------------------------------------------------
Rojesie, Inc., seeks authority from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Heriberto Reguero Acevedo, as
accountant to the Debtor.
Rojesie, Inc. requires Reguero Acevedo to:
a. assist the Debtor in preparing the Monthly Reports of
Operation;
b. prepare the necessary financial statements;
c. assist the Debtor in preparing the cash flow projections
and any other projection needed for the Disclosure
Statement;
d. assist the Debtor in any financial and accounting
pertaining to, or in connection with the administration of
the estate;
e. assist the Debtor in the preparation and filing of federal,
state and municipal tax returns; and
f. assist the Debtor in any other assignment that might be
properly delegated.
Reguero Acevedo will be paid at these hourly rates:
Accountant $150
Associates $25
Reguero Acevedo will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Heriberto Reguero Acevedo 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.
Reguero Acevedo can be reached at:
Heriberto Reguero Acevedo
Urb. Parque La Arboleda, Bo. Camaseyes
Aguadilla, PR 00603
Tel: (787) 890-3980
E-mail: heribereg@aol.com
About Rojesie, Inc.
Adjuntas, P.R.-based Rojesie, Inc., d/b/a Parador Villas Sotomayor,
filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No.
16-08296) on Oct. 17, 2016, estimating assets and liabilities
between $1 million and $10 million.
The petition was signed by Jesus R. Ramos Puente, president. Judge
Edward A. Godoy presides over the case. The Debtor is represented
by Gloria Justiniano Irizarry, Esq., at Justiniano Law Offices.
S&S HOLDING: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: S&S Holding Company LLC
430 Franklin Villiage Drive # 273
Franklin, MA 02038
Business Description: S&S Holding Company is a single location
business engaged in real property leasing.
On March 22, 2017, the Company filed its
first Chapter 7 case (Bankr. D. Mass. Case
No. 17-40504). It again filed a Chapter 7
petition on June 21, 2017 (Bankr. D. Mass.
Case No. 17-41145), which case had been
Dismissed by the Court.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-41199
Court: United States Bankruptcy Court
District of Massachusetts (Worcester)
Judge: Hon. Elizabeth D. Katz
Debtor's Counsel: Ann Brennan, Esq.
ANN BRENNAN LAW OFFICES
800 Hingham Street, Suite 200N
Rockland, MA 02370
Tel: (781) 878-6900
E-mail: annbrennanlaw@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James McNeil, manager.
The Debtor's list of two unsecured creditors is available for free
at http://bankrupt.com/misc/mab17-41199.pdf
S&S SCREW: Tennessee Machining Buying All Assets for $3.33M
-----------------------------------------------------------
S&S Screw Machine Co., LLC, asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to authorize the sale of substantially
all assets to Tennessee Machining, LLC, for $3,325,000.
A hearing on the Motion is set for July 25, 2017 at 9:00 a.m. The
objection deadline is July 17, 2017.
In November 2016, the Debtor changed the nature and size of its
business as a result of its largest customer making the decision to
cease ordering fabricated parts from it. Prior to the Petition
Date, more than 75% of its business was attributable to that single
customer. As a result of losing that customer, the Debtor has been
forced to significantly reduce its workforce, cut expenses, and
reduce the size and scope of its operation. This has resulted in a
significant loss in revenue, endangering its reorganization
efforts.
The Debtor proposes to sell, convey, transfer, assign and/or
deliver to the Buyer all of its assets of the Debtor with the
exception of any potential causes of action or other claims the
Debtor may have under Sections 542, 543, 544, 547, 548, 549 and/or
550 of the Bankruptcy Code. The Buyer is wholly-owned by William
Cole, one of the principals of the Debtor. Therefore, this sale is
one to an insider.
The Buyer has agreed to purchase the Purchased Assets in exchange
for payment of $3,325,000. Upon information and belief formed by
appraisals of the Purchased Assets, the fair market value of the
Purchased Assets is less than $1,500,000.
Substantially all assets of the Debtor, including all of the
Purchased Assets, are subject to a first priority lien in favor of
Regions Bank. Regions Bank's secured loan is in the approximate
amount of $3,364,485. Regions Bank has consented to the terms of
this sale, and has agreed to release its lien on the Purchased
Assets in exchange for payment of $3,325,000, and has agreed to
release all claims against this estate.
Upon the completion of the sale as approved by the Court, valid,
perfected, and unavoidable liens, claims and encumbrances will
attach to the sale proceeds to the same extent, and in the same
priority, as the pre-petition liens, claims and encumbrances. This
includes, but is not limited to, the lien on substantially all
assets asserted by Regions Bank.
Given its inability to continue operating and servicing its debt
going forward, the Debtor maintains that a sound business purpose
exists in the proposed sale. Accordingly, the Debtor asks the
Court to approve the relief sought.
The Debtor asks that any order approving the sale or transfer of
the customers be effective immediately by providing that the 14-day
stay under Bankruptcy Rule 6004(h) is waived.
About S&S Screw Machine Company
S&S Screw Machine Company, LLC, doing business as S&S - Precision,
filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829)
on Sept. 24, 2016. The petition was signed by Lawrence J. Battle,
authorized member. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.
The case is assigned to Judge Randal S. Mashburn.
Phillip G. Young, Jr., Esq., at Thompson Burton PLLC, is serving as
counsel to the Debtor.
The Office of the U.S. Trustee on Nov. 10, 2016, appointed three
creditors to serve on an Official Committee of Unsecured
Creditors.
The committee members are: Kenny Wine, of Joseph T. Ryerson & Son;
Del Miller, of Kaiser Aluminum Fabricated Products; and Stephen L.
Cochran, of Production Pattern & Foundry Co.
The Committee tapped Paul G. Jennings, Esq., at Bass Berry & Sims
PLC, as its counsel.
SANCTUARY CARE: Hires Dalton & Finegold as Special Counsel
----------------------------------------------------------
Sanctuary Care, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of New Hampshire to employ Dalton
& Finegold, LLP, as special counsel to the Debtors.
Sanctuary Care filed the bankruptcy case with the purpose of
selling substantially all of its assets pursuant to Section 363 of
the Bankruptcy Code.
Sanctuary Care requires Dalton & Finegold to assist the Debtor with
the closing the sale of the Debtors' assets, specifically related
to real estate and property conveyance issues.
Dalton & Finegold will be paid at the hourly rate of $250.
Dalton & Finegold will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kelly Shanahan, partner of Dalton & Finegold, 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.
Dalton & Finegold can be reached at:
Kelly Shanahan, Esq.
DALTON & FINEGOLD, LLP
One Tara Boulevard
Nashua, NH 03062
Tel: (978) 470-8400
About Sanctuary Care, LLC
Sanctuary at Rye Operations, LLC and its affiliate Sanctuary Care,
LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.H.
Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017.
The Petition was signed by Alice Katz, chief restructuring officer.
Ms. Alice Katz is with Vinca Group, LLC.
The Debtors own Sanctuary Care, a memory-assisted adult care
facility located in Rockingham County, New Hampshire.
The Debtors are represented by Peter N. Tamposi, Esq. at the
Tamposi Law Group. The Debtors hire Dalton & Finegold, LLP, as
special counsel.
Chief Judge Bruce A. Harwood oversees the bankruptcy cases.
At the time of filing, Sanctuary at Rye listed $382,830 in total
assets and $16,610,000 in liabilities. Sanctuary Care listed
$5,010,000 in total assets and $16,050,000 in liabilities.
William K. Harrington, the United States Trustee, has appointed
Susan Buxton, the Long-Term Care Ombudsman for the State of New
Hampshire, as the Patient Care Ombudsman for Sanctuary Care, LLC,
and Sanctuary at Rye Operations, LLC.
* * *
The Debtors have won Bankruptcy Court approval to sell their assets
to Port Development LLC, the winning bidder at a June 2 auction,
for $11 million.
SAQIB SIDDIQUI: IRS Seeks Chapter 11 Trustee Appointment
--------------------------------------------------------
The United States of America, acting on behalf of its Internal
Revenue Service, asks the U.S. Bankruptcy Court for the Southern
District of Texas to appoint a Chapter 11 trustee for Saqib
Armughan Siddiqui.
According to the IRS, the Debtor has completely ignored the
Government's interests in cash collateral and made material
misrepresentations in filings with the Court. The Debtor's
misconduct shows that he cannot be trusted to act as
debtor-in-possession, and his actions amount to "cause" under Sec.
1104 of the Bankruptcy Code for the appointment of a chapter 11
trustee.
The IRS states that at an evidentiary hearing, the United States
will show that the Debtor has significantly more income than he is
disclosing to the Court and his creditors. Additionally, the
Motuion noted that the Debtor has tried to defeat his creditors'
rights by creating a self-settled trust, and such self-settled
trust may be subject to some form of relief which would benefit the
Debtor's creditors.
Further, the Motion states that a trustee would be able to
investigate the issue far more efficiently than any individual
creditor, and a trustee would be able to propose a legitimate
chapter 11 plan based on the facts he or she uncovers. The Movants
believes that such a plan is more likely to result in a meaningful
distribution to creditors than anything proposed by the Debtor.
Saqib Armughan Siddiqui filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 17-30944) on February 14, 2017, and is represented by
Bruce W. Akerly, Esq.
SEARS CANADA: Common Shares Delisted from Toronto Stock Exchange
----------------------------------------------------------------
Sears Canada Inc. on June 29, 2017, received notice that the
Continued Listings Committee of Toronto Stock Exchange ("TSX") had
determined to delist the Company's common shares effective at the
close of market on July 28, 2017. The Company does not intend to
appeal the decision. The common shares remain suspended from
trading.
As already reported by the TCR, Sears Canada on June 22, 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 suspend
trading in the common shares at the opening of business on July 3,
2017, unless the Company requests an appeal of that determination.
The Company said it will not be requesting an appeal.
The suspension and delisting were as a result of Sears Canada and
its subsidiaries' CCAA filing.
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 decor 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.
SHIROKIA DEVELOPMENT: Unsecureds to Get Up to 100% From Asset Sale
------------------------------------------------------------------
Shirokia Development LLC and Shirokia Mezz I LLC filed with the
U.S. Bankruptcy Court for the Eastern District of New York a first
amended disclosure statement in connection with their first amended
Chapter 11 plan of reorganization dated June 12, 2017.
Class 2 Allowed Unsecured Claims against the Debtors, if any, will
receive a pro rata share of the remaining proceeds up to 100% of
their Allowed Unsecured Claim, if any, from the sale of the
commercial investment property, consisting of four commercial
units, 47 parking spaces, and 23 residential units contained in the
building known as the Shirokia Tower and located at 142-28 38th
Avenue, Flushing, New York, either from (a) a sale by Development
other than at the auction or (b) the auction after the payment in
full of the allowed WFF secured claim, allowed administrative
claims, including professional claims, allowed priority tax claims,
allowed other priority claims, and allowed administrative, secured
and related claims of the City of New York and any post-Effective
Date legal fees and costs of the Debtors' estates, within 10
business days of the sale closing date. Class 2 Allowed Unsecured
Claims are impaired under the Plan. The Debtor believes that the
Allowed Class 2 Claims total approximately $70,000.
The Plan will be funded from the net proceeds of either the
pre-auction sale or auction of the Property, as applicable. All
distributions will be made by the Debtors or the Disbursing Agent
in accordance with Article III of the Plan, except that to the
extent that a claim becomes an allowed claim after the Effective
Date, within 10 days after the court order allowing the claim
becomes a final court order.
The First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb16-45568-59.pdf
The hearing at which the Court will determine whether to confirm
the Plan will take place on July 27, 2017, at 2:00 p.m. Objections
to the plan confirmation must be filed by July 20, 2017, at 4:00
p.m. (Eastern Time).
Ballots must be received by July 20, 2017, at 4:00 p.m. (Eastern
Time).
About Shirokia Development LLC
Shirokia Development, LLC, a single asset real estate business
based in Flushing, New York, filed a chapter 11 petition (Bankr.
E.D.N.Y. Case No. 16-45568) on Dec. 9, 2016. The petition was
signed by Hong Qin Jiang, sole member. The Debtor is represented
by Dawn Kirby, Esq., at Delbello Donnellan Weingarten Wise &
Wiederkehr. The Debtor disclosed total assets at $27 million and
total liabilities at $21.80 million.
SPECTRUM ALLIANCE: Hires Migelouche as Financial Advisor
--------------------------------------------------------
Spectrum Alliance, LP, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Migelouche
LLC, as financial advisor to the Debtor.
Spectrum Alliance requires Migelouche to:
a. advise and assist the Debtor in analyzing, structuring, and
planning the Transactions; and
b. assist the Debtor in communicating and negotiating with the
Debtor's subordinated lenders and limited partners to
assist the Debtor in effecting one or more Transactions.
Migelouche will be paid a monthly retainer in the amount of
$20,000, commencing on July 1, 2017. Beginning on January 1, 2018,
the monthly retainer fee will be $10,000.
Migelouche will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael G. Lederman, managing partner of Migelouche 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.
Migelouche can be reached at:
Michael G. Lederman
MIGELOUCHE LLC
1 Bradford Street
Bristol, RI 02809
About Spectrum Alliance, LP
Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, president,
signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $50 million to $100 million.
Judge Jean K. FitzSimon presides over the case. Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the
Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as
financial advisor.
STERLING FERGUSON: Selling Miami Property to Pay Balloon Mortgage
-----------------------------------------------------------------
Sterling and Michelle Ferguson ask the U.S. Bankruptcy Court for
the Southern District of Florida to authorize the sale of real
property in Miami, Florida.
The Debtors are the owners of the property known as 5140 N.W. 12th
Avenue, in Miami, Florida (the "Property"). Creditor Equity
Capital Lending Partners I, LLC, holds a first mortgage that
encumbers the Property.
On Oct. 16, 2013 the parties entered into an Agreed Order Valuing
Real Property. The Agreed Order provides that the loan will
balloon in month 48. Pursuant to the Agreed Order, the balloon
payment is due October 2017. In order to avoid default, the
Debtors need to sell the Property so that the outstanding balloon
payment can be timely made.
The Creditor:
EQUITY CAPITAL LENDING PARTNERS I, LLC
6420 Congress Avenue, Suite 1000
Boca Raton, FL 33407-2011
Counsel for the Debtors:
Orville McKenzie, Esq.
C. Marie Brevitt-Schoop, P.A.
20401 N.W. 2nd Avenue, Suite 220
Miami, FL 33169
Telephone: (305) 653-6959
Facsimile: (305) 653-6442
Sterling E. and Michelle Ferguson sought Chapter 11 protection
(Bankr. S.D. Fla. Case No. 13-28991) on Aug. 9, 2013.
STEVEN PALLADINO: Ch. 11 Trustee Files Final Report, Seeks Payment
------------------------------------------------------------------
Mark G. DeGiacomo, the Interim Trustee of Debtors Steven Palladino
and Lori Palladino filed a Final Report before the U.S. Bankruptcy
Court for the District of Massachusetts on June 8, 2017.
Based on the Report, Mr. DeGiacomo has noted to have faithfully and
properly fulfilled the duties enumerated in 11 U.S.C. Sec. 704.
Further, the Report noted that the Trustee had received $0.00 as
interim compensation. Hence, the Trustee requested the sum of
$73,851.88, for a total compensation of $73,851.88. Pursuant to 11
U.S.C. Sec. 326(a), the maximum compensation allowable to the
trustee is $73,851.88.
In addition, the Trustee reported that he had received
reimbursement for reasonable and necessary expenses in the amount
of $0.00 and then requested a reimbursement for expenses of
$751.07, for total expenses of $751.07.
The Chapter 11 bankruptcy case is Steven Palladino and Lori
Palladino (Bankr. D. Mass. Case No. 14-11482-MSH).
SUGARMAN'S PLAZA: Sale for $6.5M Cash, $1.5M Note Approved
----------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York authorized the modification of payment
for Sugarman's Plaza Ltd. Partnership's private sale of
substantially all assets to Steve Deutsch for $8,000,000.
The Court issued the Sale Approval Order, entered June 14, 2017,
authorizing the Debtor to, among other things, sell substantially
all of its property to the Buyer or an entity to be formed by him
for the price of $8,000,000. It appeared that the Purchaser is
unable to fully fund the purchase price. The Debtor filed a motion
seeking to modify the Sale Agreement and accept a Note and
Mortgage.
The Debtor is authorized to accept, as part of the purchase price
under the Sale Agreement, a note issued by the Purchaser in the
amount of $1,500,000, payable six months from the closing date, at
a rate of 4% interest per annum, secured by a second mortgage on
the assets being sold.
The stay required by Bankruptcy Rule 6004(h) is waived and the
parties may close the sale at their earliest convenience.
About Sugarman's Plaza LP
Sugarman's Plaza Limited Partnership operates a business located
At 600 Scranton Carbondale Highway, Archbald PA 18403. The
premises
consist of approximately 455,000 square feet of land containing a
store, warehouse, office space and parking lot. It rents the
premises to various tenants.
Sugarman's Plaza LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-42496) on June 7,
2016. The petition was signed by Chaim Laufer, general partner of
TSC Associates. At the time of the filing, the Debtor estimated
its assets and liabilities at $1 million to $10 million.
The case is assigned to Judge Elizabeth S. Stong.
David Carlebach, Esq., at The Carlebach Law Group, originally
served as bankruptcy counsel to the Debtor. Carlebach was later
substituted by Ira R. Abel, Esq., at the Law Office of Ira R.
Abel.
The Debtor also hired Phillip M. Stern and Co. as its accountant;
CPG Interactive as email marketing service provider; and NAI
Hanson as real estate broker.
No official committee of unsecured creditors has been appointed in
the case.
On September 2, 2016, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.
SUNNYSLOPE HOUSING: 9th Cir. Affirms Approval of Chapter 11 Plan
----------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit affirmed the
judgment of the district court in approving Sunnyslope Housing
Limited Partnership's plan of reorganization.
First Southern National Bank objected to the approval of the
reorganization plan arguing that it is neither fair and equitable
nor feasible and that the district court erred in not allowing it
to withdraw its section 1111(b) election.
The bankruptcy court found the Sunnyslope plan fair and equitable
because First Southern retained its lien and received the present
value of its allowed claim over the term of the plan. There is no
dispute that First Southern retained its lien. Thus, the only
remaining question is whether the bankruptcy court erred in
concluding that the plan provides for payments equal to the present
value of the secured claim.
First Southern argues that it is not receiving the present value of
its secured claim because the interest rate adopted in the plan,
4.4%, is lower than the original rate on its loan. But the Ninth
Circuit finds no clear error in the bankruptcy court's
determination. The bankruptcy court conducted a hearing at which it
heard expert testimony, applied the Till test, and found that the
4.4% interest rate on the plan payments would result in First
Southern's receiving the present value of its $3.9 million security
over the term of the reorganization plan. The relevant national
prime rate was 3.25%, and the bankruptcy court adjusted that rate
upward to account for the risk of non-payment. The court also heard
testimony that the market loan rate for similar properties was
4.18%. In setting the 4.4% rate, the bankruptcy court carefully
explained its reasoning, noting that interest rates had decreased
significantly since the Capstone loan was made.
The bankruptcy court also did not abuse its discretion in finding
the Sunnyslope plan feasible. A projection showed that Sunnyslope
would be able to make plan payments, and expert testimony confirmed
that the collateral would remain useful for 40 years. The court
also found the balloon payment feasible because it was secured by
property whose value exceeded the value of the remaining First
Southern claim. And the court noted that First Southern had "come
in with no evidence of a lack of feasibility." It was therefore
well within the bankruptcy court's discretion to find that the plan
of reorganization was feasible.
Finally, section 1111(b) of the Bankruptcy Code allows a secured
creditor to elect to have its claim treated as either fully or
partially secured. An election affects the treatment of the
unsecured portion of the claim under the plan and the procedural
protections afforded to the creditor.
First Southern now argues that the bankruptcy court erred in not
allowing it to make a second election after the district court
remanded and required the tax credits be added to the valuation. In
effect, First Southern contends that the bankruptcy court erred by
not amending its scheduling order to allow the creditor a second
bite at the apple. In this case, the Ninth Circuit agrees with the
district court that the only alteration in the plan -- the
increased valuation of the collateral -- was not material to the
election decision.
Significantly, the amended plan of reorganization did not alter the
treatment of unsecured claims, which are to be paid without
interest in 40 years, or immediately at five cents on the dollar.
Thus, First Southern knew at the time of the initial election "the
prospects of its treatment under the plan," yet it opted to treat
its entire claim as secured.
The appeals case is FIRST SOUTHERN NATIONAL BANK,
Plaintiff-Appellant, v. SUNNYSLOPE HOUSING LIMITED PARTNERSHIP,
Defendant-Appellee, Case Nos. 12-17241, 12-17327, 13-16164,
13-16180 (9th Cir.).
A full-text copy of the Ninth Circuit’s Opinion and Order is
available at https://is.gd/7Y6GU4 from Leagle.com.
Edward K. Poor (argued)--king.poor@quarles.com--, Quarles & Brady
LLP, Chicago, Illinois; Brian Sirower--brian.sirower@quarles.com--
and Walter J. Ashbrook, Quarles & Brady LLP, Phoenix, Arizona; for
Plaintiff-Appellant Plaintiff-Appellant.
Susan M. Freeman (argued )--sfreeman@lrrc.com-- Henk Taylor, and
Justin Henderson --jhenderson@lrrc.com-- Lewis and Roca LLP,
Phoenix, Arizona; Bradley D. Pack --bdp@eblawyers.com-- Scott B.
Cohen --sbc@eblawyers.com-- and David Wm. Engelman
--dwe@eblawyers.com-- Engelman Berger P.C., Phoenix, Arizona; for
Defendant-Appellee Defendant-Appellee.
Donald L. Gaffney --dgaffney@swlaw.com-- and Jasmin Yang
--jyang@swlaw.com-- Snell & Wilmer LLP, Phoenix, Arizona, for Amici
Curiae Arizona Bankers Association, California Bankers Association,
Hawaii Bankers Association, Idaho Banks Association, Montana
Bankers Association, and Washington Bankers Association.
About Sunnyslope Housing
Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011. On April 11, 2011, the case was converted from an
involuntary case to a voluntary case. Engelman Berger, P.C.,
serves as counsel to the Debtor. The Company disclosed $4,357,438
in assets and $18,074,818 in liabilities as of the Chapter 11
filing.
No trustee, examiner, or official committee of unsecured creditors
has been appointed to date.
SUPER 8 MOTEL: Clubview Heights Lots Up for Auction July 20
-----------------------------------------------------------
Super 8 Motel of Gadsden, LLC, an Alabama limited liability
company, has been declared in default under a Mortgage and Security
Agreement dated November 16, 2006, that the Company granted in
favor of United Central Bank. The Mortgage has been assigned by
Hanmi Bank, f/k/a United Central Bank to MPS Property Ventures,
Inc., pursuant to an Assignment of Mortgage and Security
Instruments dated May 8, 2017.
In view of the default, MPS Property Ventures will sell by public
outcry to the highest bidder for cash, in front of the main
entrance of the Courthouse at Gadsden, Etowah County, Alabama, on
July 20, 2017, during the legal hours of sale, all of its right,
title, and interest in and to the real estate, which is situated in
Etowah County, Alabama.
The parcel of land consists all of Units 1, 2, 3 and 4 of Lot #5,
Units 1, 2 and 3 of Lot #6, and portions of Units 1, 2, 3 and 4 of
Lot #4, and a portion of Unit 4 of Lot #6 and a portion of Unit 1
of Lot #7 and an annulled portion of Club Street, all in Block 1,
Clubview Heights Subdivision.
Proceeds of the sale will be used to pay the debt secured by the
Mortgage and all expenses incident to this sale, including
reasonable attorneys' fees. The Real Estate will be sold on an
"AS-IS, WHERE IS" basis, subject to all easements, encumbrances,
and exceptions contained in the Mortgage and those contained in the
records of the Recording Office as of the date of the recordation
of the Mortgage.
The Real Estate will be sold without warranty or recourse, express
or implied as to title, use and/or enjoyment and will be sold
subject to the right of redemption of all parties entitled thereto.
Payment terms for the sale of the Real Estate are cash or cashier's
check (United States dollars in immediately available funds) made
payable to Mortgagee and delivered to Mortgagee on the date of the
public sale. The Mortgagee reserves the right to bid for and
purchase the Real Estate and to credit its purchase price against
the expenses of sale and the indebtedness secured by the Mortgage,
as provided by the terms of the Mortgage. The foreclosure sale is
subject to postponement or cancellation.
MPS Property Ventures, Inc. is represented by:
Neil E. Senkbeil, Esq.
The Law Offices of Neil E. Senkbeil
301 North 9th Street, Suite 2
Opelika, AL 36801
Tel: (205) 441-3300
SWIM SEVENTY: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
The U.S. Trustee for Region 2 on June 28 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Swim Seventy, LLC.
The committee members are:
(1) James Allen
35 Danvers Lane
New Canaan, CT 06840
Tel: (203) 524-8244
Email: jallen@starwood.com
(2) Daniel P. Tomaselli
97 West Norwalk Road
Apartment 17
Norwalk, CT 06850
Tel: (203) 273-4664
Email: dan.tomaselli@att.net
(3) Marilyn Lonergan
110 Gillies Lane
Norwalk, CT 06854
Tel: (203) 866-4484
Email: Lonergan110@yahoo.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Swim Seventy LLC
Swim Seventy, LLC -- http://swimseventy.com/about/-- is
for-profit, and privately owned company that provides swim lessons,
adult triathlon training, aquatic group fitness and aquatic
rehabilitation.
Swim Seventy, based in Norwalk, Conn., filed a Chapter 11 petition
(Bankr. D. Conn. Case No. 17-50549) on May 15, 2017. The Hon.
Julie A. Manning presides over the case. Douglas S. Skalka, Esq.,
at Neubert, Pepe & Monteith, P.C., serves bankruptcy counsel.
In its petition, the Debtor estimated $100,000 to $500,000 million
in assets and $1 million to $10, million in liabilities. The
petition was signed by Antoinette L. Phillips, member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb17-50549.pdf
T3M INC: Authorized to Use Cash Collateral Through Aug. 31
----------------------------------------------------------
Judge Scott H. Yun of the U.S. Bankruptcy Court for the Central
District of California authorized T3M Inc. to use cash collateral
through Aug. 31, 2017 on an interim basis, pursuant to the terms
and conditions set forth in the Stipulation and the Budget attached
to the Motion.
A hearing for approval of the Stipulation on a final basis is set
for July 13, 2017 at 1:30 p.m.
A full-text copy of the Order, dated June 29, 2017, is available at
https://is.gd/VWbXHF
About T3M Inc.
Founded in 2006 in Costa Mesa, California, and previously known as
T3 Motion, Inc., T3M Inc. designs, manufactures and markets
personal mobility vehicles powered by electric motors to the
professional and consumer markets. Its initial product is the T3
Series, a three wheel, electric stand-up vehicle powered by a
quiet, zero-gas emission electric motor that is designed
specifically for public and private security personnel.
T3M Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 17-14082) on May 15, 2017. Mi "Michael"
Zhang, president, signed the petition. The Debtor estimated assets
and debt at $1 million to $10 million as of the bankruptcy filing.
Judge Scott H. Yun presides over the case.
Aram Ordubegian, Esq., and M. Douglas Flahaut, Esq., at Arent Fox
LLP, serve as the Debtor's legal counsel. LKP Global Law LLP is
the Debtor's special litigation counsel.
TCC GENERAL: Has Interim Access to Cash Collateral Until Oct. 29
----------------------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California authorized TCC General Contracting, Inc., to
use cash collateral on an interim basis, in the amounts specified
in the budget, for the period of June 30, 2017 through Oct. 29,
2017.
Subject to approval by the Court, the October 29th deadline may be
extended by a written agreement between Windset Capital and
Debtor.
The Debtor has identified three entities which assert interests in
the cash collateral: (1) Windset Capital, (2) IOU Financial, and
(3) Knight Capital.
Windset Capital, IOU Financial and Knight Capital are granted
replacement liens in all post-petition assets of the Debtor, which
will have the same extent, validity and priority (and will be
subject to the same defenses) as were their respective liens and
security interests in prepetition collateral.
A full-text copy of the Order, dated June 29, 2017, is available at
https://is.gd/sRprfI
About TCC General Contracting
TCC General Contracting, Inc., operates a water and fire
restoration company in Lancaster, California.
TCC filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 16-18301) on June 22, 2016. The bankruptcy petition was
signed by Thomas C. Conroy IV, president. The Debtor estimated
assets and debt at $500,000 to $1,000,000.
The case is assigned to Judge Sheri Bluebond.
The Debtor is represented by the Law Offices of Steven R. Fox.
TOWERSTREAM CORP: Files Amended Forms 10-K & 10-Q Reports
---------------------------------------------------------
Towerstream Corporation filed with the Securities and Exchange
Commission an amended annual report on Form 10-K/A for the period
ended Dec. 31, 2016, and quarterly report on Form 10-Q/A for the
period ended March 31, 2017.
On June 22, 2017, the Chairman of the Board of Directors, Chairman
of the Audit Committee, Chief Executive Officer and Chief Financial
Officer of Towerstream Corporation determined that the Company's
financial statements which were included in its annual report for
the year ended Dec. 31, 2016, and quarterly report for the quarter
ended March 31, 2017, should no longer be relied upon as a result
of a non-financial covenant and the timing of the written waiver
received by the Company.
On Oct. 16, 2014, Melody Business Finance, LLC, as administrative
agent for certain lenders, entered into a loan agreement with the
Company. On June 14, 2017, the Lender delivered to the Company a
"Waiver to Loan Agreement" waiving obligations of the Company to
provide an audited report of its auditors covering the Dec. 31,
2016, audited financial statements "without a 'going concern' or
like qualification or exception and without any qualification or
exception as to the scope of such audit" as provided in Section
6.1(a)(i) of the Loan Agreement. The effective date of the waiver
is March 31, 2017. Accordingly, the Waiver is effective
retroactive to the date on which the Company's auditors' report
concerning the Dec. 31, 2016, financial statements which included a
"going concern" explanatory paragraph was issued. The Company has
restated its previously reported balance sheet by reclassifying
long term debt with a net carrying value of $31,487,253 as current
liabilities as of Dec. 31, 2016, and $32,099,766 as current
liabilities as of March 31, 2017.
The Lender has not provided the Company any notice of Default or
any Event of Default, as such terms are defined in the Loan
Agreement, and has waived for all purposes the Dec. 31, 2016, going
concern covenant requirement. There were no other changes to the
Company's previously reported assets, total liabilities, net loss
or loss per share of common stock.
Full-text copies of the amended reports are available at:
https://is.gd/G538e9
https://is.gd/vCRJRj
About Towerstream Corporation
Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a
fixed-wireless fiber alternative company delivering high-speed
Internet access to businesses. The Company offers broadband
services in twelve urban markets including New York City, Boston,
Los Angeles, Chicago, Philadelphia, the San Francisco Bay area,
Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the
greater Providence area.
Towerstream reported a net loss attributable to common stockholders
of $22.15 million on $26.89 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $40.48 million on $27.90 million of revenues for
the year ended Dec. 31, 2015. As of March 31, 2017, Towerstream
had $31.41 million in total assets, $37.72 million in total
liabilities, and a stockholders' deficit of $6.31 million.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
TRANSGENOMIC INC: 2017 Stock Option and Incentive Plan Okayed
-------------------------------------------------------------
At the 2017 special meeting of stockholders of Transgenomic, Inc.,
held on June 5, 2017, the Company's stockholders approved the
Transgenomic, Inc. 2017 Stock Option and Incentive Plan.
The purpose of the Plan is to encourage and enable the officers,
employees, Non-Employee Directors and Consultants of Transgenomic,
Inc. and its Subsidiaries upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of
its businesses to acquire a proprietary interest in the Company. It
is anticipated that providing those persons with a direct stake in
the Company's welfare will assure a closer identification of their
interests with those of the Company and its stockholders, thereby
stimulating their efforts on the Company's behalf and strengthening
their desire to remain with the Company.
A full-text copy of the 2017 Stock Option and Incentive Plan is
available for free at https://is.gd/11uLPH
About Transgenomic
Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in oncology
and inherited diseases through advanced diagnostic technologies,
such as its revolutionary ICE COLD-PCR, which enables use of liquid
biopsies for mutation detection. The company also provides
specialized clinical and research services to biopharmaceutical
companies developing targeted therapies. Transgenomic's diagnostic
technologies are designed to improve medical diagnoses and patient
outcomes.
Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015. As of March 31, 2017, Transgenomic had $1.22
million in total assets, $21.87 million in total liabilities and a
total stockholders' deficit of $20.64 million.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.
TRANSGENOMIC INC: Provides Nasdaq with Pro Forma Financials
-----------------------------------------------------------
As previously reported on Oct. 13, 2016, Transgenomic, Inc., New
Haven Labs Inc., a wholly-owned subsidiary of the Company, and
Precipio Diagnostics, LLC entered into an Agreement and Plan of
Merger pursuant to which Precipio will become a wholly-owned
subsidiary of the Company, on the terms and subject to the
conditions set forth in the Merger Agreement. Following the
Merger, Transgenomic will change its name to Precipio, Inc.
As previously reported on June 20, 2017, the Company provided
Nasdaq with certain requested financial information as part of
Nasdaq's review of the Company's previously filed initial listing
application with respect to the New Precipio common stock. On June
27, 2017, the Company provided Nasdaq with an update to the June
20, 2017, information. The Company did not consummate the
contemplated preferred stock private placement for $2.5 million as
described in the information furnished to Nasdaq on June 20, 2017,
and reported in the Company's Form 8-K dated June 20, 2017, and is
now contemplating the financing described in Note (g) to the pro
forma adjustments.
The following unaudited pro forma condensed combined financial
statement information was provided to Nasdaq on June 28, 2017.
As of March 31, 2017, New Precipio had $38.38 million in total
assets, $27.58 million in total liabilities and $10.80 million in
total stockholders' equity.
New Precipio reported a combined net loss from continuing
operations of $2.93 million on $907,000 of net sales for the three
months ended March 31, 2017.
A full-text copy of the Form 8-K report as filed with the
Securities and Exchange Commission is availabe for free at:
https://is.gd/Wv2jqm
About Transgenomic
Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in oncology
and inherited diseases through advanced diagnostic technologies,
such as its revolutionary ICE COLD-PCR, which enables use of liquid
biopsies for mutation detection. The company also provides
specialized clinical and research services to biopharmaceutical
companies developing targeted therapies. Transgenomic's diagnostic
technologies are designed to improve medical diagnoses and patient
outcomes.
Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015. As of March 31, 2017, Transgenomic had $1.22
million in total assets, $21.87 million in total liabilities and a
total stockholders' deficit of $20.64 million.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.
TRE AMICI LEASING: Wants to Use $110K of Cash Collateral
--------------------------------------------------------
Tre Amici Leasing, LLC, and J A R R, INC., seek permission from the
U.S. Bankruptcy Court for the Middle District of Florida to use
cash collateral which is encumbered by the prepetition lien now
held by LV with regard to Debtor's personal property.
For the 30 days after the Petition Date, the Debtors will require
cash collateral in an amount of approximately $110,000 to operate
the Debtors, and a greater or lesser amount will be required each
comparable period thereafter.
The Debtors had approximately $12,000 funds in its operating
account as of the Petition Date. The Debtors require the use of
the cash collateral to continue to maintain and operate its
business and to service its accounts.
The Debtors have very little funds other than cash collateral and
no other means to obtain operating funds. If the Debtors are not
permitted to use cash collateral, it will be forced to halt
operations which will result in (i) a loss of an ongoing concern
value of the business, (ii) a reduction in the value of the
estate's assets, (iii) an adverse effect on creditors and
employees, and (iv) reduce the possibility of an effective
reorganization in this case.
The Debtors took out high interest loans with Strategic Funding
Source, Inc., and Channel Partners Capital LLC. These loans
required daily debt service payments, and given the less than
anticipated income from Logisticare, the Debtors found it could not
support the new indebtedness it had recently incurred. There is
approximately $122,061 due and owing on the Channel Partners
obligation, and approximately $89,540 due and owing on the
Strategic obligation. The liens and security interests contained
in the Loan Documents purport to encumber personal property
collateral of the Debtors, including chattel paper or accounts
arising from the sale of the Debtors' services, that may constitute
cash collateral.
The Debtors believe that only Channel Partners and Strategic claims
perfected and enforceable security interests and liens on the
Debtors' personal property which may constitute cash collateral.
Channel Partners claims it is owed in excess of $122,000 and
Strategic Funding claims it is owed in excess of $89,000 as of the
Petition Date.
The Debtors propose to offer adequate protection to Channel
Partners and Strategic by granting Channel Partners and Strategic a
replacement lien in the Debtors' post-petition cash collateral,
notwithstanding the provisions of Section 552 of the U.S.
Bankruptcy Code, to the same extent validity and priority of its
respective liens in the cash collateral as of the Petition Date,
and to maintain and operate the collateral so as to maintain the
property and to increase its cash flow and market value.
Copies of the Debtors' Motion are available at:
http://bankrupt.com/misc/flmb17-05124-10.pdf
http://bankrupt.com/misc/flmb17-05123-13.pdf
About Tre Amici Leasing
Tre Amici Leasing, LLC, is a Florida limited liability company
whose principal office and principal assets are located in Pasco
County, Florida. The Debtor operates a personal transportation
service, which consists of a traditional taxi service as well as
contract work for Pasco County Public Transportation (PCPT). The
Debtor and its affiliates collectively operate as Signature Car
Service. The Debtor employs, throughout the year, approximately 20
to 40 contract drivers and laborers, some of which are part-time.
J A R R, INC., is a Florida limited liability company whose
principal office and principal assets are located in Pasco County,
Florida. The Debtor operates a personal transportation service,
which consists of a traditional taxi service as well as contract
work for Pasco County Public Transportation (PCPT). The Debtor and
its affiliates collectively operate as Signature Car Service. The
Debtor employs, throughout the year, approximately 20 to 40
contract drivers and laborers, some of which are part-time.
Tre Amici Leasing, LLC and J A R R, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos.
17-05123 and 17-05124) on June 13, 2017. At the time of the
filing, both Debtors estimated their assets of less than $100,000
and liabilities of less than $1 million. Joel S. Treuhaft, Esq.,
at Palm Harbor Law Group, P.A., serves as the Debtors' legal
counsel.
TRIAD GUARANTY: Hires Shaw Fishman as Counsel
---------------------------------------------
Triad Guaranty Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Shaw
Fishman Glantz & Towbin LLC, as counsel to the Debtor.
Triad Guaranty requires Shaw Fishman to:
a. provide legal advice regarding the Debtors' powers and
duties under the Bankruptcy Code as the Debtor and debtor
in possession;
b. assist the Debtor in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtor,
the operation of the Debtors' business, potential claims,
and any other matters relevant to the case, to the sale of
assets, or to the formulation of a plan;
c. negotiate and seek approval of the debtor in possession
financing;
d. prepare on behalf of the Debtors, as necessary,
applications, motions, objections, complaints, answers,
orders, agreements, and other legal papers;
e. appear in Court to present necessary motions, applications,
objections, and pleadings, and otherwise protect the
interests of those represented by the Debtors;
f. take all actions as are necessary to protect and preserve
the Debtors' estate, including the prosecution of actions
on behalf of the Debtors' estate, the defense of any
actions against the Debtors' estate, and negotiation of any
disputes to which the Debtor is a party; and
g. perform such other legal services as may be required and as
are in the best interests of the Debtor and creditors.
Shaw Fishman will be paid at these hourly rates:
Members $390-$725
Of Counsel $395-$475
Associates $270-$365
Paralegals $145-$220
Shaw Fishman will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas M. Horan, member of Shaw Fishman Glantz & Towbin LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Shaw Fishman can be reached at:
Thomas M. Horan, Esq.
SHAW FISHMAN GLANTZ & TOWBIN LLC
300 Delaware Avenue, Suite 1370
Wilmington, DE 19801
Tel: (302) 691-3774
About Triad Guaranty Inc.
Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
--http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation. TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.
In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.
On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.
Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013. The Company estimated assets of
at least $100 million and liabilities of less than $50,000.
Thomas M. Horan, Esq., at Shaw Fishman Glantz & Towbin LLC replaced
Womble Carlyle Sandridge & Rice, LLP, as counsel to the Debtor.
Thomas M. Horan, Esq., previously worked at Womble Carlyle
Sandridge & Rice, LLP. The Debtor tapped Donlin, Recano & Company,
Inc., as claims and noticing agent.
TROVERCO INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Troverco, Inc.
727 N. First Street
Saint Louis, MO 63102
Business Description: Troverco -- http://www.troverco.com/Company/
-- is in the food industry specializing in
freshly-prepared sandwiches and snacks for
delivery to businesses. Troverco began as a
franchise in 1959 under the name Lakeshire
Sandwiches.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-44474
Court: United States Bankruptcy Court
Eastern District of Missouri (St. Louis)
Judge: Hon. Charles E. Rendlen III
Debtor's Counsel: Lisa A. Epps, Esq.
SPENCER FANE LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106
Tel: (816) 474-8100
Fax: 816-474-3216
E-mail: lepps@spencerfane.com
Ryan C. Hardy, Esq.
SPENCER FANE LLP
1 N. Brentwood Blvd., Tenth Floor
St. Louis, MO 63105
Tel: 314-863-7733
Fax: 314-862-4656
E-mail: rhardy@spencerfane.com
Eric C. Peterson
SPENCER FANE LLP
1 North Brentwood Boulevard
10th Floor
St. Louis, MO 63105
Tel: (314) 333-3937
Fax: (314) 862-4656
E-mail: epeterson@spencerfane.com
Debtor's
Co-Counsel: Jason S. Teele, Esq.
Nicole Stefanelli, Esq.
CULLEN AND DYKMAN LLP
One Riverfront Plaza
Newark, New Jersey 07102
Tel: (973) 849-0220
E-mail: stelle@cullenanddykman.com
nstefanelli@cullenanddykman.com
Debtor's
Financial
Advisor &
Investment
Banker: THREE TWENTY-ONE CAPITAL PARTNERS, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph E. Trover, Jr., chief executive
officer.
The Debtor's list of 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/prb17-44474.pdf
UNCAS LLC: Plan Proposes Closing New Loan With Savings Bank
-----------------------------------------------------------
Uncas, LLC, filed with the U.S. Bankruptcy Court for the District
of Connecticut a first amended disclosure statement describing its
plan of reorganization, dated June 19, 2017, referring to the
Debtor's first amended plan of reorganization dated June 19, 2017.
Class 2 Connect REO, LLC - Second Mortgage is impaired by the Plan.
The remainder, if any, of cash available from the Debtor's share
of net refinance proceeds payable at closing of the proposed
Savings Bank of Danbury refinance in full settlement up to the
allowed amount of the Class 2 claim, or, should the closing not
occur, Class 2 will be paid cash at closing upon an alternative
refinance within one year of the Effective Date, or should the
closing not occur then cash at closing upon a sale of the real
estate known as 2A Owenoke Park in Westport, Connecticut. From the
Alternative Refinance or sale the holder of the Class 2 claim will
receive full payment of its Class 2 claim, to the extent allowed,
with any outstanding interest at the contract rate, without
application of the default provisions, to date of payment. The
Class 2 claim will retain its lien upon the assets of the Debtor
until paid.
The Plan proposes closing within 60 days of the Effective Date a
new loan with SBD upon which Uncas, LLC, and Post East, LLC, and
Westport Fish & Poultry Market, LLC, will be obligors, and which
will be secured by first mortgage liens on these properties:
-- 740-748 Post Road East, Westport, owned by Post East, LLC;
-- 2A Owenoke Park, Westport, owned by Uncas, LLC; and
-- 732 Post Road East, Westport, owned by Westport Fish &
Poultry Market, LLC, which entity is managed by and is
owned 50% by Michael Calise.
SBD has requested guarantees on the loan by Michael Calise, one of
the members of the Debtor and also a Chapter 11 Debtor in this
Court, and by other individual owners of Debtor and Westport Fish &
Poultry, LLC.
The net proceeds of the loan available for disbursement to Connect
REO are the remaining proceeds after paying all loan costs and
adjustments at closing, bank and broker fees and commissions of the
loan, and the payoff balance of the first and second mortgages held
by third parties (creditors other than Connect REO) on the property
owned by Westport Fish & Poultry Market, LLC. With the Net
Refinance Proceeds the Debtor Obligors on the Proposed SBD
Refinance seek to settle two Connect Reo liabilities and three
Connect Reo mortgages as follows:
-- the loan in the principal amount as of August 2016 of
about $1,043,016 secured by a first mortgage on 740-748
Post Road East and also secured by a second mortgage on 2A
Owenoke Park; and
-- the loan in the principal amount as of August 2016 of
about $247,950 secured by a first mortgage on 2A Owenoke
Park.
The Proposed SBD Refinance is contingent on achieving certain
agreements including:
-- agreement with Connect REO to accept Net Refinance
Proceeds amount in full settlement on each of the included
Loans;
-- Westport Fish & Poultry Market LLC agreeing that it
releases any claim to proceeds but for payoff of its
mortgages; and
-- appraisal valuations allowing up to 70% loan to value
ratio and 125% available cash flow over interest expense.
In the alternative, should Debtor fail to satisfy a contingency set
forth in the foregoing discussion, or for some other reason become
unable to close on the Proposed SBD Refinance, Debtor will seek to
refinance the Property by itself or in conjunction with Post East,
LLC, in an amount sufficient to net adequate funds to pay the
Allowed Class 1 claim of Connect REO with interest at the rate of
5.125%, the applicable contract rate without application of default
provisions, to date of payment less any payments to Connect REO
made by Post East since the Petition Date. If any claim dispute is
yet to be resolved, Debtor shall escrow the disputed portion
consistent with the terms of Article V of the Plan.
If no Alternative Refinance is achieved within one year of the
Effective Date, Debtor will, within 30 days of the one-year
anniversary of the Effective Date obtain an appraisal of the
Property for determination of a listing price to be set at the
appraisal value plus 15%, and then to proceed to market the
Property for sale at fair market value. Class 1 will be paid the
allowed amount of its secured claim, with interest at the rate of
5.125% through the date of the closing of the Alternative Refinance
or the date of the closing of the sale, whichever is earlier, less
any payments by Post East to Connect REO since the Petition Date.
If a portion of the claim remains disputed at that time, the
Reorganized Debtor will escrow the disputed portion consistent with
the terms of the Plan.
The First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ctb16-50849-135.pdf
As reported by the Troubled Company Reporter on April 17, 2017, the
Debtor filed with the Court a disclosure statement describing its
plan of reorganization, dated March 31, 2017, which proposed that
the remainder, if any, of cash available from the Debtor's share of
net refinance proceeds be payable at closing of the Proposed
Patriot Refinance in full settlement up to the allowed amount of
the Class 2, Connect REO, LLC - Second Mortgage claim, or, should
the closing not occur, Class 2 be paid cash at closing upon an
Alternative Refinance within one year of the Effective Date, or
should the closing not occur then cash at closing upon a sale of
the Property in accordance with provisions set forth.
About Uncas LLC
Uncas, LLC, owns real estate located at 2A Owenoke Park, Westport,
Connecticut. The property is a vacant piece of raw land.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 16-50849) on June 28, 2016. The
petition was signed by Michael F. Calise, member. At the time of
the filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.
The Debtor is represented by Coan, Lewendon, Gulliver &
Miltenberger LLC.
VALUEPART INC: Has Interim OK to Use Cash Collateral Until Aug. 26
------------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas signed an Agreed Eighth Interim Order
authorizing ValuePart, Incorporated to use ACF FinCo I LP's and
Skokie Investrade, Inc.'s cash collateral in accordance with the
Budget.
The Debtor's authorization to use cash collateral will expire at
the earlier of: the last day of the time period set forth in the
Budget or a final hearing on the Debtor's motion to use cash
collateral.
The Budget shows total operating disbursements of approximately
$6,407,868 and total non-operating disbursements in the aggregate
amount of $1,180,000 covering the week ending July 15, 2017 through
week ending August 26, 2017.
The Debtor is authorized to use cash collateral to fund working
capital, operating expenses, capital expenditures, fixed charges,
payroll, and all other general corporate purposes arising in the
Debtor's ordinary course of business only as shown on the Budget.
The Debtor is directed to pay to ACF FinCo I LP:
(a) by no later than the first business day of each month with
the first payment due July 3, 2017, timely and current monthly
payments of accrued interest at the non-default rate in the amount
approximated in the Budget as "Interest Accrual" for Ares; plus
(b) by no later than the 20th calendar day of each month with
the first payment due July 20, 2017, $100,000 to be applied by ACF
FinCo only to outstanding unpaid principal, irrespective of whether
such amount is included in the Budget.
ACF FinCo and Skokie Investrade are each granted replacement liens
and security interests in all of the Debtor's assets, in the same
nature, extent, priority, and validity that such liens existed on
the Petition Date in the amount equal to the aggregate diminution,
if any, in value of the prepetition collateral to the extent of
their interests therein.
The Debtor's professionals and the Committee's professionals,
combined, will not receive monetary compensation from funds
comprising the ACF FinCo's and Skokie Investrade's cash collateral
in excess of the aggregate amount of $62,500 during the Budget
Period for litigation services (as opposed to settlement efforts)
rendered in the adversary proceeding styled as ValuePart,
Incorporated v. ACF FinCo I LP, Case No. 17-03044, pending in the
United States Bankruptcy Court for the Northern District of Texas,
Dallas Division.
A hearing to consider further use of cash collateral will be
scheduled for August 22, 2017, at 9:00 a.m.
A full-text copy of the Agreed Eighth Interim Order, dated June 27,
2017, is available at https://is.gd/fiExO3
About ValuePart, Incorporated
ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169), on Oct. 27, 2016. The petition was signed
by Isa Passini, vice president. The case is assigned to Judge
Harlin DeWayne Hale. The Debtor estimated assets and liabilities at
$10 million to $50 million.
ValuePart is a Chicago-based distributor of aftermarket replacement
parts for off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. At the time of the bankruptcy
filing, the Debtor operated from eight locations in Illinois,
Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto,
and employed approximately 70 employees. Although headquartered in
Vernon Hills, Illinois, the Debtor's largest distribution center is
located in Dallas, Texas.
The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore,
Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP.
The Debtor hired CR3 Partners, LLC as restructuring advisor; Upshot
Services LLC as claims and noticing agent; Hogg Shain & Scheck, PC
as Canadian accounting advisor; Nixon Peabody LLP as special
counsel; FocalPoint Securities LLC as investment banker; Tax
Advisors Group, Inc., as property tax consultant; Plante & Moran,
PLLC as tax advisor; and Hogg Shain & Scheck, PC, as Canadian
accounting advisor.
On November 30, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Kane Russell Coleman & Logan PC as its legal counsel, and Lain
Faulkner & Co., P.C. as its financial advisor.
VESCO CONSULTING: Can Access Cash Collateral Through Dec. 31
------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado authorized VESCO Consulting Services, LLC to
use cash collateral pursuant to the Budget attached to the Motion
through Dec. 31, 2017, subject to the ability to deviate from the
Budget by up to 15% per line item, per month.
The adequate protection provided to Points West and Colorado
Department of Revenue in the Amended Order Authorizing Use of Cash
Collateral will continue.
A full-text copy of the Order, dated June 29, 2017, is available at
https://is.gd/r0cngx
As reported by the Troubled Company Reporter on Jan. 16, 2017, the
Court authorized the Debtor to use cash collateral through June 30,
2017. In order to provide adequate protection for the Debtor's use
of cash collateral to Points West, the Debtor will, among others
provide a replacement lien on all post-petition accounts and
inventory only to the extent that the use of the cash collateral
results in a decrease in the value of the collateral. In order to
provide adequate protection for the Debtor's use of cash collateral
to the Colorado Department of Revenue, the Debtor will, among
others, transmit two equal adequate protection payments to CDOR, on
account of pre-petition trust fund taxes collected by Debtor but
not remitted to CDOR, each payment in the amount of $5,337, with
one payment due by Jan. 31, 2017, and one payment due by Feb. 28,
2017.
A full-text copy of the Order, dated January 12, 2017, is available
at https://is.gd/nLBYTH
About VESCO Consulting Services
VESCO Consulting Services, LLC, leases properties to mine
construction aggregates (sand and gravel) and sells and delivers
the material to its customers, which are typically concrete and
asphalt producers as well as oil and gas construction companies.
The Debtor also engages in trucking activities, construction,
custom crushing, and mine reclamation.
VESCO sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 16-21351) on Nov. 19, 2016. The petition
was signed by Michael Miller, president. At the time of the
filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.
The case is assigned to Judge Elizabeth E. Brown.
The Debtor is represented by Kevin S. Neiman, Esq., at the Law
Offices of Kevin S. Neiman, PC.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
VMF INC: Unsecureds to Get Fully Paid in Lump Sum Under Plan
------------------------------------------------------------
VMF, Inc., filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania a disclosure statement dated June 19,
2017, referring to the Debtor's plan of reorganization.
Allowed Class 5 General Unsecured Claims will be paid in full in a
lump sum payment within 60 days of the Effective Date. If the
Internal Revenue Service amends its unsecured claim after the
Debtor files additional corporate tax reports, any additional tax
due will be paid within 60 days of the amended claim, unless the
Debtor files a claim objection.
Payments under the Plan will be funded by lease payments. James T.
Ritko II t/a Custom Powder Coating is entering into a lease with
the Debtor for monthly lease payments of $5,000 for the premises at
415 Walnut Street, Scranton, Pennsylvania. The $5,000 will be
sufficient to pay the existing PNC mortgage, ongoing real estate
taxes, and the plan payment. The tenant will pay other building
expenses.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pamb17-01128-28.pdf
About VMF Inc.
VMF, Inc., is a Pennsylvania corporation which was incorporated on
April 29, 1983, and conducted a powder coating busienss along with
some metal fabrication. In 2013, James T. Ritko II, a shareholder
of the Debtor, purchased a majority interest the stock and
subsequently became the sole shareholder. After acquiring the
stock, Mr. Ritko continued to operate a powder coating business as
a sole proprietorship in the building owned by the Debtor.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-01128) on March 23, 2017. The
case is assigned to Judge John J. Thomas.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.
John H. Doran, Esq., and Lisa M. Doran, Esq., at Doran & Doran,
P.C., serve as the Debtor's legal counsel.
WALKER RENAISSANCE: Hires David W. Steen as Counsel
---------------------------------------------------
Walker Renaissance Manufacturing, Inc., seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
David W. Steen, P.A., as counsel to the Debtor.
Walker Renaissance requires David W. Steen to render legal services
and represent the Debtor in the Chapter 11 Bankruptcy proceedings.
David W. Steen will be paid at these hourly rates:
Attorney $450
Associate $300
Paralegals $140
David W. Steen will be paid a retainer in the amount of $15,000.
David W. Steen will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David W. Steen, partner of David W. Steen, P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
David W. Steen can be reached at:
David W. Steen, Esq.
DAVID W. STEEN, P.A.
2901 W. Busch Boulevard, Suite 311
Tampa, FL 33618
Tel: (813) 251-3000
E-mail: dwsteen@dsteenpa.com
About Walker Renaissance Manufacturing, Inc.
Walker Renaissance Manufacturing Inc. is a packaging company in
Hillsborough County, Florida, that owns a real property located at
8802 E. Broadway Ave., Tampa, Florida 33619 valued at $839,348.
Walker Renaissance filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-05390), on June 21, 2017. Robert M. Walker,
president and CEO, signed the petition. The Debtor disclosed $1.58
million in assets and $1.52 million in liabilities at the time of
the filing.
The Debtor is represented by David W. Steen, Esq. at David W Steen,
P.A.
WALKER RENAISSANCE: Wants OK for DIP Financing From FNB Bank
------------------------------------------------------------
Walker Renaissance Manufacturing Inc. asks the U.S. Bankruptcy
Court for the Middle District of Florida to authorize
debtor-in-possession financing, through continuation of the
Debtor's existing factoring arrangement with FNB Bank dba
AdvancedAR Funding and limited use of cash collateral.
The Debtor wants to use the DIP Financing to: (i) purchase
inventory, materials and supplies; (ii) fund payroll, utilities,
and other ongoing working capital, operational and general
corporate needs of the Debtor; (iii) pay the fees, costs, expenses
and disbursements of professionals; and (iv) pay bankruptcy-related
charges, including U.S. Trustee fees.
The alternative to the requested relief is the cessation of the
Debtor's operations as a going concern. Once the Debtor's
operations cease, it would be costly and time-consuming (if not
impossible) to restart the Debtor's operations, which would be
fatal to the Debtor's reorganization efforts.
Prior to the Petition Date, the Debtor and FNB were parties to that
certain Trade Credit Outsourcing Agreement dated Dec. 15, 2015.
Pursuant to the Agreement, FNB financed the Debtor's accounts
receivable. Under the terms of the Agreement, FNB advanced funds
to the Debtor and took ownership of the accounts receivable. Under
this arrangement, the Debtor's customers who owed these accounts
receivable to the Debtor were instructed to send their payments
directly to FNB.
FNB also holds a security interest in the Debtor's assets to secure
amounts owed to FNB. As of the Petition Date, the Debtor was
indebted to FNB in the amount of approximately $88,180.35, plus
those costs and expenses which FNB incurred prior to the Petition
Date, and for which FNB is entitled to recover pursuant to the
Agreement.
The Debtor asserts that without DIP Financing, it will not have the
funds necessary to operate its business, maintain assets, or pay
employees, payroll taxes, insurance, utilities, fuel suppliers and
other post-petition vendors, overhead, lease expenses and other
expenses required for the reorganization of the Debtor's businesses
and to maximize the value of the Debtor's estate. Although the
Debtor generates significant accounts receivable, the ordinary
payment term for the Debtor's customers is 30 days, during which,
absent the DIP Financing, the Debtor will not have sufficient cash
to fund operations.
Subject to approval by this Court, the material terms and
conditions of the agreement between Debtor and FNB include, among
others:
i. Debtor may continue to request advances and seek other
financial accommodations from FNB. FNB will be permitted,
in FNB's sole discretion, which will be exercised in a
commercially reasonable manner, to make advances to the
Debtor. The Debtor is authorized to obtain loans and
other financial accommodations from FNB. Notwithstanding
the foregoing, the maximum principal amount of advances,
including both the total balance at any given time of the
Pre-Petition Indebtedness principal and the Post-Petition
Indebtedness principal, will not exceed $250,000;
ii. the Agreement is deemed and agreed to be, and will be
construed and considered to be, agreements by and between
the Debtor and FNB with respect to the Post-Petition
Indebtedness as well as the Pre-Petition Indebtedness. To
the extent not inconsistent with this motion, the terms
and conditions of the Agreement are incorporated herein
and made a part hereof by this reference, are hereby
ratified and approved, will continue in full force and
effect with respect to the Pre-Petition Indebtedness,
will govern the Post-Petition Indebtedness and will be
deemed and held to be valid and enforceable as against the
Debtor. Accordingly, the Debtor will perform pursuant to,
and comply with, the terms of the Agreement with respect
to the Post-Petition Indebtedness and will obtain
financial accommodations from FNB as Post-Petition
Indebtedness in accordance with the terms and provisions
of the Agreement. All Post-Petition Indebtedness and all
other advances and other financial accommodations extended
to Debtor by FNB, including without limitation, the Pre-
Petition Indebtedness, will be subject to the fee
schedule, terms of payment, limitations and other terms
and conditions set forth in the Agreement, except as
expressly modified hereby;
iii. no portion of the Post-Petition Indebtedness will be used
to fund fees or expenses incurred by any entity, including
the Debtor and professionals retained by Debtor, in: (1)
preventing, hindering or delaying FNB's enforcement or
realization upon any of FNB's collateral, (2) incurring
indebtedness without FNB's consent unless by order of the
Court, or (3) objecting to or contesting in any manner, or
in raising any defenses to, the validity, extent, amount,
perfection, priority or enforceability of the Pre-Petition
Indebtedness or the Post-Petition Indebtedness, or of any
liens or security interests with respect thereto, or any
other rights or interests of FNB, from or after the
Petition Date, or in asserting any claims or causes of
action, including, without limitation, any actions under
Chapter 5 of the Code, against FNB; and
iv. all post-petition adequate protection liens granted to
other lien holders will at all times be subordinate to the
liens and claims of FNB granted and any subsequent
agreements between FNB and Debtor, or any order of the
Court, or under the Agreement.
Copies of the Debtor's Motion are available at:
http://bankrupt.com/misc/flmb17-05390-7.pdf
http://bankrupt.com/misc/flmb17-05390-7-1.pdf
About Walker Renaissance
Walker Renaissance Manufacturing Inc. is a packaging company in
Hillsborough County, Florida, that owns a real property located at
8802 E. Broadway Ave., Tampa, Florida 33619 valued at $839,348.
Walker Renaissance filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-05390), on June 21, 2017. Robert M. Walker,
president/CEO, signed the petition. The Debtor disclosed $1.58
million in assets and $1.52 million in liabilities at the time of
the filing.
The Debtor is represented by David W. Steen, Esq. at David W Steen,
P.A.
WEATHERFORD INT'L: Fitch Rates $250MM Unsecured Notes CCC-
----------------------------------------------------------
Fitch Ratings rates Weatherford International plc's (NYSE: WFT)
announced $250 million private offering of senior unsecured notes
due 2024 'CCC-'/'RR5'.
The notes will be issued as additional securities under the
indenture of the previously issued $540 million aggregate principal
amount of its 9.875% senior notes due 2024, which were issued by
Weatherford International Ltd. (Weatherford Bermuda), and are fully
and unconditionally guaranteed, on a senior unsecured basis, by WFT
and by Weatherford International, LLC. (Weatherford Delaware), an
indirect subsidiary of Weatherford Bermuda.
Use of proceeds will be to repay amounts outstanding under the
revolving credit facility, provide additional liquidity through
2017, and assure covenant compliance under the term loan and
revolving credit facility.
KEY RATING DRIVERS
Weatherford's ratings consider its position as the fourth largest
international oil & gas services company, geographic
diversification (North America has historically contributed 45% to
50% of consolidated revenues), returns-focused strategic
initiatives, and projected FCF profile leading to limited FCF
driven debt reduction over the rating horizon. These considerations
are offset by the company's mixed asset quality, covenant pressures
and weaker than forecast through-the-cycle leverage and FCF
metrics.
NEGATIVE 2017 FCF, ELEVATED METRICS FORECAST
Fitch's rating case projects that Weatherford will burn
approximately $317 million FCF in 2017. This FCF estimate,
considers a full year of operating cost savings, maintenance capex
levels, weaker working capital expectations, and a weak recovery in
aggregate oilfield services demand. Debt/EBITDA metrics are
currently forecast to decrease from 22.6x in 2016 to a still
elevated 15.3x Debt/EBITDA level at the end of 2017, reflecting
weak EBITDA projection and high gross debt amounts. Absent a
material turn around in demand expectations, and working capital
improvements, Fitch believes there is limited room for FCF
generation in the near term.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Weatherford
include:
-- WTI oil price that trends up from $50/barrel in 2017 to a
long-term price of $62.5/barrel;
-- Henry Hub gas that trends up from $2.75/mcf in 2017 to a long-
term price of $3.25/mcf;
-- Consolidated revenue growth in 2017 relative to a 40% decline
in 2016 driven by stronger growth in North America relative to
international regions on average as rig count growth improves
in the North American segment relative to a lag in global E&P
capital spending;
-- Margins that exhibit some moderate additional cost reductions
in the forecast period;
-- Capital expenditures of $250 million in 2017 followed by
similarly low levels of capex until operating cash flows
exhibit meaningful growth;
-- Retention of international rig fleet;
-- Payment of $90 million SEC penalty ($50 million paid off in
2016);
-- Receipt of $535 million cash payment for OneStim JV upon
closing in the second half of 2017.
RATING SENSITIVITIES
Positive: No positive rating actions are currently contemplated
over the near term given the continued weakness in the oilfield
services outlook and Fitch's projections for leverage that exceeds
through-the-cycle levels.
For an upgrade to 'B-':
Future developments that may, individually or collectively, lead to
a positive rating action include:
-- Demonstrated commitment by management to lower gross debt
levels;
-- Track record by management of achieving operational and
financial targets;
-- Demonstrated ability to effectively manage forecasted cash
burn and covenant violation risks;
-- Improved oilfield services outlook supported by pricing and/or
activity level improvements such as additional contracts from
credit worthy customers;
Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:
-- Failure to manage covenant issues, and FCF burn that further
heighten liquidity risks;
-- Further material, sustained declines in oilfield services
demand.
LIQUIDITY
Weatherford had cash and equivalents of $546 million, as of
March 31, 2017. The majority of cash has historically been held by
foreign subsidiaries with $146 million denominated in
exchange-restricted Angolan kwanza. Supplemental liquidity is
principally provided by the company's recently amended $1.19
billion unsecured guaranteed credit facility, of which $199 million
matures in July 2017 and the remaining $1 billion matures in July
2019, and the $535 million cash payment for the OneStim joint
venture, which is expected to close in the second half of 2017.
There is an accordion feature, which allows existing lenders to
commit to an additional $250 million.
WESTMOUNTAIN GOLD: Files Plan of Reorganization
-----------------------------------------------
BankruptcyData.com reported that WestMountain Gold filed with the
U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement. According to the Disclosure
Statement, "The Plan will be primarily funded from the New Capital
investment in the Debtor based on debtor in possession financing
provided during the case and new equity invested at the time the
Plan is confirmed. It is a requirement of the Plan that the
combination of new debtor in possession financing and new equity
investments will total at least $3 million and range up to $4
million. The Debtor is expecting a combination of financing and
new equity of approximately $3.5 million. The capital structure of
WestMountain will be significantly changed as a result of Plan
confirmation. The BOCO secured claim which now approximates $8.7
million on a prepetition basis will be limited to the amount of $5
million on a secured basis, in Class 2. The balance of the claim
in the amount of approximately $3.7 million will be treated as
unsecured debt in Class 3. In order to assist in facilitating the
Plan, the BOCO secured claim will accrue interest at the rate of
200 basis points over the yield on a 10 year U.S. Treasury Bond.
The interest and principal will not be due and payable until the 5
year anniversary of the Plan effective date. The term of the secure
claim may be extended for 2 years upon payment of one half of the
interest due at the end of 5 years. The ownership structure of
WestMountain will be changed to reduce the common stock ownership
of the current stockholders from 100% to 1.9% of the outstanding
Common Stock following the Effective date of the Plan. Preferred
shareholders will be provided with .7% of the New Common Stock.
Unsecured creditors will be entitled to select an Option under the
Plan where they can exchange their claims for .15 share of New
Common Stock up to a maximum allocation of 11.3% of the New Common
stock for the electing creditors in the unsecured Class 3. The
balance of the New Common stock that will be issued, approximately
86.1% to those creditors who elect to provide the New Capital to
the Debtor in the amount of between $3 and $4 million."
About Westmountain Gold
Based in Fort Collins, Colorado, WestMountain Gold, Inc. is a
precious metals exploration company. Its major project is known as
the Terra or TMC Project, which consists of a gold mining operation
in Alaska.
WestMountain Gold, Inc., and Terra Gold Corporation sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo.
Lead Case No. 17-11527) on March 1, 2017. The petitions were
signed by Rick Bloom, authorized representative. At the time of
the filing, the Debtors estimated their assets and debts at $1
million to $10 million.
Kutner Brinen, P.C., is serving as bankruptcy counsel to the
Debtors. Holland & Hart LLP, Schwabe Williamson & Wyatt, P.C., and
Thrasher Worth LLC have been tapped as special counsel to the
Debtors.
WHICKER ASSET MGT: EPC Buying All Assets for $7.3 Million
---------------------------------------------------------
Whicker Asset Management, LLC and Whicker Real Estate Holdings, LLC
("WREH"), ask the U.S. Bankruptcy Court for the Northern District
of Texas to authorize the bidding procedures and Asset Purchase
Agreement with Engineered Plastic Components, Inc. ("EPC") in
connection with the sale of substantially all assets for the
aggregate amount of $7,313,000, subject to overbidding.
In early 2017, the Debtors engaged in negotiations with their
prepetition senior secured lender about a restructure of their
balance sheets. Due to terms of their loan documents, the Debtors
were facing a liquidity crisis and the prepetition secured lender
would not advance further funds outside of a bankruptcy. After
negotiating the terms by which the prepetition secured lender would
lend postpetition, they determined that the bankruptcy filings were
necessary to continue operations and preserve going-concern value.
Since the Petition Date, the Debtors have worked to maximize value
and market GTM Plastics in the greatest way possible. Almost
immediately after the Petition Date, they engaged Molding Business
Services, Inc. ("MBS"), a business broker specializing in the
marketing and sale of molding businesses, to assist them in
marketing and selling of their assets.
On March 9, 2017, the Debtors filed their Application to Employ
Molding Business Services, Inc. as Broker for the Debtors, and the
Court entered the Order approving MBS' employment on April 21,
2017.
Since its engagement, MBS has worked with the Debtors to create a
number of marketing materials related to the sale of the Debtors'
assets and has distributed and presented those materials to its
various contacts and databases, which are estimated to include in
excess of 2,600 potential purchasers. In response, approximately
68 confidentiality and nondisclosure agreements were signed. Since
the Petition Date, approximately 18 potential purchasers have
personally visited and toured the Debtors' facilities.
As a part of the marketing process, the Debtors, in conjunction
with its legal advisors and MBS, established April 28, 2017 as the
deadline for potential purchasers to submit bids if they wanted to
be considered as the stalking horse. On April 28, 2017, the
Debtors received five letters of interest, including a letter of
interest from the Purchaser. In the Debtors' and its advisor's
opinion, EPC is the best offer.
Among other things, the letter of interest from EPC provides that
it will purchase substantially all of the assets (excluding cash)
of the Debtors. The EPC LOI also asks that certain bid protections
be included as a result of it being chosen as the stalking horse,
which counsel to the Debtors and counsel to the Committee have
considered and negotiated.
The salient terms of the Agreement are:
a. Purchased Assets: The Debtors proposes to auction and sell
Assets free and clear of all pledges, liens, security interests,
encumbrances, claims, charges, options and interests thereon and
there against. The Assets include (i) the real property owned by
WREH; (ii) all Inventory; (iii) all Accounts Receivable; (iv) all
machinery and Equipment; Other Tangible Assets; (v) all Records;
(vi) all Assumed Contracts; and (vii) all Goodwill.
b. Purchase Price: an aggregate amount of $7,313,000
c. Purchaser: Engineered Plastic Components, Inc.
d. Sellers: Whicker Real Estate Holdings, LLC and Whicker Asset
Management, LLC
e. Break-Up Fee: $220,000 (representing approximately 3.0% of
the transaction value under the APA)
f. Closing Date: The closing will take place at the offices of
Pronske Goolsby & Kathman, P.C. on Aug. 17, 2017, or at such other
place, time and date as to which the Parties will mutually agree.
In order to maximize the value of the Assets, the Debtors ask to
implement a competitive bidding process for the sale of the Assets.
To govern the competitive bidding process, they intend to
implement bidding procedures. The salient terms of the Bidding
Procedures are:
a. Minimum Topping Amount: $7.6 Million
b. Good Faith Deposit: $405,800
c. Bid Deadline: Aug. 4, 2017 at 5:00 p.m. (CST)
d. If no Qualified Bid other than the Stalking Horse Bid is
timely received, the Debtors will not conduct an Auction and
instead may present the Stalking Horse Bid to the Court for
approval at the Approval Hearing on Aug. 11, 2017 at 9:30 a.m.
(CST), or such other date the Court may order.
e. Auction: Aug. 9, 2017 at 2:00 p.m. (CST) at the offices of
Pronske Goolsby & Kathman, P.C., 901 Main Street, Suite 610,
Dallas, Texas
f. Overbid Increments: $100,000
g. Motion Objection Deadline: Aug. 4, 2017 at 5:00 p.m. (CST)
h. Approval Hearing: Aug. 11, 2017 at 9:30 a.m. (CST)
i. Closing Date: Aug. 17, 2017
A copy of the Agreement and the Bidding Procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/Whicker_Asset_139_Sales.pdf
The Debtors propose to assume and assign executory contracts and
unexpired leases and rights thereunder to the Purchaser or
Successful Bidder.
The Debtors believe that to establish a floor price for the Assets
and the terms of the sale, they will work from the terms of the APA
entered into with the Proposed Buyer as the Stalking Horse Bid.
Consistent with that belief, they believe that it is in the best
interest of the estate to pay the Proposed Buyer a Break-up Fee in
the event that the Proposed Buyer is ultimately outbid at the
Auction.
The Bid Procedures contemplated will ensure that the consideration
paid for the Assets (i) is fair and reasonable, (ii) is the highest
and best offer, (iii) will address the Debtors' secured debts, and
return a significant dividend to unsecured creditors, and (iv)
constitutes reasonably equivalent value and fair consideration
under the Bankruptcy Code. In light of the foregoing, the Sale of
the Assets pursuant to the proposed Bid Procedures constitutes a
sound business decision.
In order successfully implement the foregoing, and to move towards
the Bid Deadline and Auction in the most expeditious way possible,
the Debtors seek a waiver of the 14-day stay under Federal Rule of
Bankruptcy Procedure 6004(h).
The Purchaser can be reached at:
ENGINEERED PLATIC COMPONENTS, INC and
THE KNOLLS, LC or any affiliated company
4500 Westown Parkway, Suite 277
West Des Moines, IA 50266
About Whicker Asset Management
Whicker Asset Management, LLC, and Whicker Real Estate Holdings,
LLC, operate under the name GTM Plastics. GTM is a manufacturer of
thermoplastic injection molding parts with capabilities for
secondary operations in assembly, hot plate and sonic welding, pad
printing and hot stamping. For over 50 years, GTM has been
producing quality plastic products for various different
industries, including the automotive industry, HVAC, medical field
and sports industries. GTM's reputation for providing quality
products and exceptional customer service has made it an industry
leader and landed it on Inc. 5000's fastest growing companies
multiple years in a row.
Whicker Asset Management, LLC, and Whicker Real Estate Holdings,
LLC, both based in Garland, Texas, filed Chapter 11 petitions
(Bankr. N.D. Tex. Lead Case No. 17-30584) on Feb. 15, 2017. The
petitions were signed by Richard C. Whicker, president.
Whicker Asset Management estimated $1 million to $10 million in
both assets and liabilities as of the bankruptcy filing.
The Debtors tapped Melanie P. Goolsby, Esq., and Jason Patrick
Kathman, Esq., at Pronske Goolsby & Kathman, P.C., as bankruptcy
counsel. The Debtors also hired Glenn Cato of CFO Advisory as
chief financial officer and financial advisor; and Molding Business
Services, Inc., as broker.
The Official Committee of Unsecured Creditors, which was formed on
March 6, 2017, has retained Neal, Gerber & Eisenberg LLP as
counsel, and Loewinsohn Flegle Deary Simon LLP as co-counsel.
WHISPERS RESTAURANT: Has Interim Approval to Use Cash Collateral
----------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Whispers Restaurant & Lounge, LLC,
to use cash collateral on an interim basis.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the U.S.
Trustee for quarterly fees; (b) the current and necessary expenses
set forth in the Budget, which shows total monthly expenses of
$33,257 ; and (c) such additional amounts as may be expressly
approved by the lenders.
Judge Funk granted each creditor with a security interest in cash
collateral a perfected postpetition lien against cash collateral to
the same extent and with the same validity and priority as the
prepetition lien.
The Debtor is directed to make adequate protection payments of $500
per month to ARF Financial, starting July 1, 2017 to December 2017
with interest accruing at 6.5% on a principal balance of $56,000.
Commencing Jan. 1, 2018, the payment will increase to $1,000 per
month.
The Debtor is also directed to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with the secured creditors. The Debtor will
grant ARF Financial access to its business records and premises for
inspection.
The Court will hold a final hearing on the Debtor's Cash Collateral
Motion on Sept. 11, 2017 at 11:30 a.m.
A full-text copy of the Interim Order, dated June 29, 2017, is
available at https://is.gd/ffpYah
About Whispers Restaurant
Whispers Restaurant & Lounge, LLC, based in Jacksonville, Florida,
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02006) on
May 31, 2017. The Petition was signed by Cheryl Harris, manager.
At the time of filing, the Debtor estimated less than $50,000 in
assets and $100,000 to $500,000 in liabilities.
The case is assigned to Judge Jerry A. Funk.
Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP,
serves as bankruptcy counsel to the Debtor.
WHIZ KIDS: Order Dismissing Lamento's Bid to Foreclose Affirmed
---------------------------------------------------------------
The Appeals Court of Massachusetts affirmed the Land Court's
decision to dismiss without prejudice Eugene Lamento's move to
foreclose Defendant Whiz Kids Development LLC's right of redemption
to a tax title on real property based on the automatic stay in Whiz
Kids' pending bankruptcy proceeding.
In 2013, the city of Worcester recorded a taking of property
located at 2 Ionic Avenue for nonpayment of real estate taxes. The
property was owned by Whiz Kids. By collector's deed, recorded on
June 12, 2015, the city conveyed the property to the Plaintiff for
$16,016.81, subject to the right of redemption.
On Aug. 11, 2015, Whiz Kids filed a voluntary petition for Chapter
11 bankruptcy, listing the property as an asset and the Plaintiff's
interest as a secured claim on the property. The Plaintiff,
represented by counsel, filed an objection.
On Oct. 29, 2015, a judge in the Bankruptcy Court issued an order
authorizing the sale of the property free and clear of all
interests, with the proceeds to be paid to the lienholders in order
of priority. The Plaintiff's motion for reconsideration was denied
and his appeal to the First Circuit Bankruptcy Appellate Panel
(BAP) was dismissed. By deed dated Nov. 10, 2015, the property was
sold at auction to Defendant Peter Heaney for $130,000. It appears
from the record that the bankruptcy action remains open.
On Nov. 23, 2015, the Plaintiff filed the action in the Land Court
seeking to foreclose Whiz Kids' right to redeem the property.
Heaney filed a motion to dismiss. After hearing, the Land Court
judge allowed the motion, concluding that the Land Court complaint
challenging Whiz Kids' right to redeem the property was precluded
by the automatic stay in the bankruptcy action. The Land Court
complaint was therefore dismissed without prejudice.
Acting pro se, the Plaintiff appeals, claiming the bankruptcy stay
does not apply. The Appeals Court affirmed the Land Court's
judgment to dismiss without prejudice saying that when the
Plaintiff failed to appeal to the U.S. Court of Appeals for the
First Circuit, the sale order became final. The sale order
terminated the Plaintiff's interest in the property. Upon the sale
of the property, the Plaintiff's interest, if any, was in the
proceeds of the sale. Therefore, there was no property on which
the Land Court might act and the action to foreclose the former
owner's right of redemption in the Land Court was moot.
Accordingly, there was no error in the dismissal.
The appeal's case is EUGENE M. LAMENTO, vs. WHIZ KIDS DEVELOPMENT
LLC & others, Case No. No. 16-P-1012 (Mass. App.).
A full-text copy of the Court's June 22, 2017 order is available at
https://is.gd/AMOX8h from Leagle.com.
Eugene Lamento, for Plaintiff/Appellant, Pro Se.
Barry R. Levine, Esquire -- barlev@levineatlaw.com -- for Whiz Kids
Development, LLC, Defendant/Appellee.
Michael J. Tremblay, Esquire -- main277@verizon.net -- for Peter
Heaney, Defendant/Appellee.
Carol Iancu, Esquire -- -- for Office of the Attorney General,
Defendant/Appellee.
Donna Truex, Esquire -- dtruex@bowditch.com -- for Worcester
Capital Group, Defendant/Appellee.
About Whiz Kids Development, LLC
Whiz Kids Development, LLC sought Chapter 11 protection (Bankr. D.
Mass. Case No. 15-13167) on Aug. 11, 2015.
The Debtor estimated assets in the range of $0 to $50,000 and
liabilities in the range of $500,001 to $1,000,000.
The Debtor tapped Barry R. Levine, Esq., at Law Office of Barry R.
Levine as counsel.
The petition was signed by James E. Levin, Manager.
WM DISTRIBUTION: Court Denies Application to Hire WF Davis as Atty
------------------------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico issued an Order denying WM Distribution,
Inc.'s Application to Employ William F. Davis & Associates, P.C.,
due to conflict of interest.
At the final hearing on WM Distribution's Application held on June
7, 2017, Susan Jesmer, d/b/a Native Trading Associates, Donald
Packingham, and the U.S. Trustee filed objections to the
Application asserting that the law firm's simultaneous
representation of WM Distribution, Inc., and Sandia Tobacco
Manufacturers, Inc., is a disqualifying conflict of interest.
Sandia Tobacco filed a chapter 11 bankruptcy case (Bankruptcy Case
No. 16-12335-j11) on September 19, 2016. The Court entered an order
approving the Davis Firm's representation of Sandia Tobacco in its
bankruptcy case on October 18, 2016 without objection.
Della Packingham, Donald Packingham's estranged wife, is WM
Distribution's president and owns 90% of WM Distribution's
outstanding shares. Donald Packingham is Sandia Tobacco's president
and owns 90% of Sandia Tobacco's outstanding shares. Donald and
Della Packingham's divorce is currently pending in New Mexico state
court.
Donald and Della Packingham's daughter, Donna Woody, owns 10% of
the outstanding shares of both WM Distribution and Sandia Tobacco.
Donna Woody is vice-president of WM Distribution and Sandia Tobacco
and manages the daily operations of both companies. The Davis Firm
reports to and takes instructions from Donna Woody in connection
with its representation of WM Distribution and Sandia Tobacco.
WM Distribution and Sandia Tobacco primarily distribute two
cigarette brands, Sandia and Royal. WM Distribution owns the Sandia
trademark while Sandia Tobacco owns the Royal trademark. Sandia
Tobacco works with the various governmental regulatory agencies to
obtain necessary licenses and approvals for both the Royal and
Sandia brands. For many years, Sandia Tobacco manufactured
cigarettes under the Sandia and Royal brands. It ceased
manufacturing cigarettes several years ago. Today, Seneca, a
company unaffiliated with either WM Distribution or Sandia Tobacco,
manufactures cigarettes under the Sandia and Royal brands for sale
to Sandia Tobacco.
The Davis Firm makes these arguments in support of its Application:
(1) its simultaneous representation of Sandia Tobacco and WM
Distribution does not give rise to an actual conflict of interest;
and
(2) any potential for an actual conflict of interest can be
cured by hiring separate conflicts counsel to represent WM
Distribution on those matters for which an actual conflict exists.
The Court held that simultaneous representation of two related
debtors presents a potential for an actual conflict of interest.
Courts often find such dual representation a disqualifying actual
conflict because, often, inter-company transfers will exist,
resulting in each debtor holding a claim against the other.
The Court pointed out that there are multiple actual conflicts of
interest in the Davis Firm's dual representation of WM Distribution
and Sandia Tobacco:
A. WM Distribution has a close working relationship with
Sandia Tobacco. WM Distribution purchases cigarettes for resale
from Sandia Tobacco. WM Distribution scheduled a pre-petition
non-priority unsecured debt to Sandia Tobacco of approximately
$514,114 for unpaid cigarette purchases. Sandia Tobacco is WM
Distribution's largest unsecured creditor by a large margin and
holds approximately 50% of WM Distribution's total unsecured debt.
As such, Sandia Tobacco would control the unsecured creditors'
class in any chapter 11 plan WM Distribution proposes.
B. WM Distribution owns the Sandia trademark, Sandia Tobacco's
most valuable cigarette brand, yet WM Distribution has no licensing
agreement with Sandia Tobacco for its use of the trademark. WM
Distribution may need to require Sandia Tobacco to pay for its use
of the trademark. Or, WM Distribution may determine it is in its
best interest to license the use of the Sandia trademark to some
other entity. Such a decision could harm Sandia Tobacco and
negatively affect its reorganization prospects.
C. WM Distribution occupies one third of the space in a
warehouse Sandia Tobacco rents, a value of approximately $3,500 a
month. WM Distribution does not pay Sandia Tobacco for its use of
the warehouse, nor does it reimburse Sandia Tobacco for its portion
of the utilities costs at the warehouse. WM Distribution and Sandia
Tobacco regularly use each other's employees without compensation
and without tracking such use. WM Distribution and Sandia Tobacco
are covered under the same insurance policy for worker's
compensation and sexual harassment claims. These activities give
rise to multiple inter-company claims.
WM Distribution contended that the resolution of any inter-company
transfers and shared expenses is simply a matter of accounting,
requiring business, not legal judgment and representation of each
debtor with respect to any accounting issues could be handled by
separate conflicts counsel.
The Court noted that these interrelations, which have lasted for
many years, will require accounting and legal work to determine
whether one company has a net claim against the other apart from
Sandia Tobacco's claim against WM Distribution for unpaid cigarette
purchases.
As such, the Court maintained that the use of conflicts counsel is
not a viable solution to permit the Davis Firm to represent both WM
Distribution and Sandia Tobacco. The Court pointed out that the
extent of the areas of adverse interests between the two debtors,
which include adverse interests that are central to their
respective reorganization efforts, renders it inappropriate to use
of conflicts counsel in this case. The Court added that WM
Distribution's best prospects for reorganization may negatively
affect Sandia Tobacco's reorganization prospects if WM Distribution
decides it is in its best interest to purchase the Royal and Sandia
brand cigarettes directly from Seneca.
Since there is no licensing agreement between WM Distribution and
Sandia Tobacco for Sandia Tobacco's use of the Sandia cigarette
brand, the Court held that negotiation of a licensing agreement
between the two companies would require separate counsel on each
side of the negotiation. In addition, given that Sandia Tobacco
holds about half of WM Distribution's scheduled nonpriority
unsecured debt and almost one third of its total debt, the Court
opined that WM Distribution's treatment of claims held by Sandia
Tobacco will be an important component of any plan WM Distribution
proposes and could also affect the reorganization prospects of
Sandia Tobacco.
The Court determined that there is extensive entanglement in the
daily operation of the two companies by their use of common labor
and facilities without compensation to the other that will need to
be sorted out. The Court described that the areas in which the two
companies have adverse interests are such that retention of
independent conflicts counsel poses too great a risk that the Davis
Firm would nevertheless be unable to give each debtor its undivided
loyalty and provide to each debtor untainted advice and assistance
in furtherance of their fiduciary responsibilities.
The Court concluded that Sandia Tobacco and WM Distribution need
separate counsel to advise the companies as to what is in the best
interest of each company regarding their continuing business
relationship so each company can best formulate its chapter 11
plan.
A full-text copy of the Opinion and Order dated June 21, 2017, is
available at https://is.gd/Du9yUP from Leagle.com.
About WM Distribution, Inc.
WM Distribution, Inc., a Delaware Foreign Profit Corporation --
www.wmdistribution.com -- is a small organization in the
advertising promotional products and services industry located in
Albuquerque, NM. It opened its doors in 2009 and now has four
employees. Della V. Packingham, president, owns 90% equity
interest in the Company. The other 10% interest is held by Donna
E. Woody. The Company recorded gross revenue of $7.24 million in
2016 and gross revenue of $6.48 million in 2015.
WM Distribution, Inc., dba Easy Stock Solutions filed a Chapter 11
petition (Bankr. D.N.M. Case No. 17-10535), on March 9, 2017. The
petition was signed by Donna Woody, vice president, secretary and
treasurer. The case is assigned to Judge Robert H. Jacobvitz. The
Debtor is represented by William F. Davis, Esq. at William F. Davis
& Assoc., P.C. At the time of filing, the Debtor had $424,987 in
assets and $1.15 million in liabilities.
XCELERATED LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Xcelerated, LLC
2940 Hebron Park Drive
Suite 307
Hebron, KY 41048
Business Description: Xcelerated -- http://www.xcelerated.com--
is a provider of data hygiene and data
enhancement services including Black Book,
Blue Book, C.A.R.S. and AutoVINdication.
Chapter 11 Petition Date: June 29, 2017
Case No.: 17-20886
Court: United States Bankruptcy Court
Eastern District of Kentucky (Covington)
Debtor's Counsel: James R. Irving, Esq.
April A. Wimberg, Esq.
BINGHAM GREENEBAUM DOLL LLP
3500 National City Tower
101 S Fifth St
Louisville, KY 40202
Tel: (502) 587-3606
Fax: (502) 540-2215
E-mail: jirving@bgdlegal.com
awimberg@bgdlegal.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Pam Lang, managing member.
The Debtor's list of nine unsecured creditors is available for free
at:
http://bankrupt.com/misc/kyeb17-20886.pdf
XCELERATED LLC: DPD Buying All Assets for 20% of Net Income
-----------------------------------------------------------
Xcelerated, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky to authorize the bidding procedures in
connection with the sale of substantially all assets to Direct
Performance Data, Inc. ("DPD") for an amount equal to 20% of the
Debtor's Net Income, not to exceed $500,000, subject to overbid.
An expedited first-day hearing will be held on the Motion July 6,
2017 at 10:30 a.m. (ET).
The Debtor purchased its business from Xcelerated Investments, Inc.
("Noteholder") in exchange for $2,472,664, which was fully financed
by the Noteholder and which accrues interest at a rate of 4% per
annum. Its obligation to the Noteholder is reflected in the
Promissory Note dated Oct. 31, 2015. Its obligations to the
Noteholder are secured by a lien on its assets, but significantly,
not on its cash or accounts receivable. The Note provides that the
Debtor will satisfy its obligation to the Noteholder in 35 equal
monthly payments of $70,000 beginning on Jan. 1, 2016 with a
maturity date of Dec. 1, 2018. As of the Petition Date, the Debtor
has an outstanding obligation to the Noteholder in the amount of
$2,472,506.
Unfortunately, almost immediately after it was founded the Debtor
had difficulty meeting both its secured obligations to the
Noteholders and its regular trade creditors. As a result, the
Debtor stopped making monthly payments to the Noteholder in early
2016. Recently, its financial situation worsened when it became
involved in a contract dispute with M1 Data & Analytics, LLC which
has turned into litigation pending in both Florida state court and
the United States District Court for the District of Delaware.
As a consequence of its financial difficulties, prior to the
Petition Date, the Debtor made extensive efforts to preserve the
going-concern value of its business. Among other things, the
Debtor attempted to modify its operations to increase profitability
and solicited offers for the sale of its business as a
going-concern. As a result of those efforts the Debtor has
identified DPD as a stalking-horse purchase of substantially all of
its Assets as a going-concern.
The Debtor's Assets consist of, among other things, but not limited
to, the following: all tangible assets, inventory, supplies,
specifications, equipment, work in progress, pending orders, the
DataVast application and database, all intellectual property,
software, telephone numbers, URLs, websites, domain names, the
Contracts, all deposits under contracts, all formulas, business
methodology, goodwill, client contact lists, client records and
files, names of the Debtor used in its business, all permits,
licenses and prepaid expenses relating to the Purchased Assets, all
claims of the Debtor against third parties relating to the
Purchased Assets and the Business, all avoidance claims or causes
of action under the Bankruptcy Code or applicable law with respect
to the Purchased Assets, all accounts receivable of Debtor existing
as of the Closing Date, and all other assets or business "know how"
used in the operation of the Business, wherever located, and all
goodwill associated with the Debtor's business and the Purchased
Assets.
The Stalking Horse Agreement reflects the terms of the proposed
sale of the Debtor's assets, although it is subject to further
minor modifications. Among other things, the Stalking Horse
Agreement authorizes the Debtor to market its assets subject to
higher and better bids, provided, however, that DPD seeks to be
designated as "stalking horse bidder," it seeks a break-up fee of
$35,000 and expense reimbursement in the event its purchase of the
Debtor's assets does not close, and it seeks an expedited sale
process.
Under the terms of the Stalking Horse Agreement, DPD will pay an
amount equal to 20% of the Debtor's Net Income, not to exceed
$500,000 attributable to the Purchased Assets. In addition, it
will assume certain liabilities of the Debtor associated with
transferred employees, assumed contracts and certain other of the
Purchased Assets. Under the terms of the Stalking Horse Agreement,
the Debtor's key management, Pam Lang, will enter into an
employment agreement with DPD.
After the entry of the Sales Procedures Order, the Debtor intends
to propose a plan of liquidation. Accordingly, the Debtor will not
have any relationship with DPD after the Sale. The Purchased
Assets will be sold free and clear of any liens, security
interests, claims, charges or encumbrances.
The Debtor asks that the Court schedules a hearing within 14 days
of the Petition Date, or as soon thereafter as the Court is
available, to approve the sale of the Purchased Assets to the
highest bidder pursuant to the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 14, 2017 at 4:00 p.m. (ET)
b. Deposit: $75,000
c. Auction: Aug. 17, 2017 at 10:00 a.m. at the offices of
Bingham Greenebaum Doll LLP, 3500 National City Tower, 101 S. 5th
Street, Louisville, Kentucky
d. Sale Closing: Sept. 22, 2017
A copy of the Agreement and the Bidding Procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/Xcelerated_LLC_11_Sales.pdf
To induce DPD to act as a so-called "Stalking Horse" bidder and
thereby set a floor price for the Purchased Assets, the Debtor has
agreed to pay to DPD the Break-Up Fee of $35,000 in the event the
Purchase and Sale Agreement is terminated for any reason.
The Debtor proposes to assume and assign certain Contracts and
Leases to be identified on schedules to the Stalking Horse
Agreement other than those agreements excluded by the Successful
Bidder pursuant to such bidder's Asset Purchase Agreement. Any
counterparty objections to the assumption and assignment of an
Assumed Executory Contract must be filed no later than Aug. 18,
2017 at 4:00 p.m. (ET).
The Debtor has determined that the Sale of the Purchased Assets by
public auction will enable it to obtain the highest and best offer
for these assets thereby maximizing the value of its bankruptcy
estate) and is in the best interests of its creditors. In
particular, the Stalking Horse Agreement is the result of
comprehensive, arm's-length negotiations for the Sale of the
Purchased Assets, and the Sale pursuant to the terms of the
Stalking Horse Agreement, subject to higher or otherwise better
offers at the Auction, will provide a greater recovery for the
Debtor's creditors than would be provided by any other existing
alternative. Accordingly, the Debtor asks the Court to grant the
relief requested.
The Debtor asks the Court to waive the 14-day stay period under
Bankruptcy Rules 6004(h) and 6006(d) or, in the alternative, if an
objection to the Sale is filed, reduce the stay period to the
minimum amount of time needed by the objecting party to file its
appeal.
The Purchaser:
DIRECT PERFORMANCE DATA, INC.
1800 Oak Park Blvd., Ste. D
Pleasant Hill, CA 94523
E-mail: info@dpddata.com
The Purchaser is represented by:
Steven Winick, Esq.
475 Sansome Street, Suite 1850
San Francisco, CA 94111
E-mail: shwinick@blaxerlaw.com
Proposed Counsel for the Debtor:
James R. Irving, Esq.
April A. Wimberg, Esq.
BINGHAM GREENEBAUM DOLL LLP
3500 National City Tower
101 South Fifth Street
Louisville, KY 40202
Telephone: (502) 587-3606
Facsimile: (502) 540-2215
E-mail: jirving@bgdlegal.com
awimberg@bgdlegal.com
About Xcelerated
Xcelerated, LLC, is a Florida company with its principle operations
in Hebron, Kentucky. The company is a premier source for
automotive intelligent marketing. Specifically, it provides
companies with targeted data that drives the marketing of vehicles
through mail, e-mail and telephone advertising. This data includes
information about up-to-date vehicle ownership and demographics
that might identify future vehicle buyers and the types of vehicles
those buyers might want to purchase.
Xcelerated, LLC, sought Chapter 11 protection (Bankr. E.D. Ky. Case
No. Case No. 17-20886) on June 21, 2017.
The Debtor can be reached at:
6780 Plantation Pines Blvd.
Ft. Myers, FL 33966
Attn: Pam Lang
E-mail: pam.lang@xcelerated.com
YIELD10 BIOSCIENCE: Presented Trial Results at Biology Conference
-----------------------------------------------------------------
Yield10 Bioscience, Inc., announced that the Company's novel C4001
trait, a global regulatory gene or transcription factor, has been
shown to significantly increase plant biomass yield in switchgrass.
Yield10's Chief Science Officer Kristi Snell, Ph.D., presented
data on June 27, 2017, at the Plant Biology 2017 Conference. The
C4001 trait was identified using Yield10's T3 Platform, a novel
method for gene discovery.
At the conference, Dr. Snell described the performance of the C4001
trait in switchgrass plants, a model plant system that Yield10 has
used for gene discovery and evaluation, as well as the effect of
expression of C4001 on photosynthesis. Switchgrass plants
expressing C4001 had significantly more aboveground biomass
(75-100% increase in dry weight) as compared to controls and more
root biomass (85-145% increase in dry weight) as compared to
controls. The C4001 trait in switchgrass plants increased a key
measure of photosynthetic efficiency, the electron transport rate,
by approximately 75%. Yield10 researchers challenged the C4001
plants by engineering a novel carbon sink, the production of a
biopolymer that typically reduces plant yield when expressed and
accumulated at high levels in plants. Expression of C4001 in
biopolymer producing plants partially restored biomass production,
yielding healthier (size, weight) plants as compared to control
plants, while producing the same amount of biopolymer. This novel
approach of challenging the plant with a carbon sink that stresses
the plant and reduces its biomass allows Yield10 researchers to
further evaluate and understand the performance of novel yield
traits and their ability to increase carbon fixation rates in
plants. Dr. Snell will also discuss the use of the T3 Platform to
identify downstream transcription factors and metabolic genes
controlled by C4001 that are targets for genome editing to increase
crop yield.
"The T3 Platform and switchgrass system developed by our team
provides a unique tool for the discovery and characterization of
yield trait genes," commented Dr. Snell. "The results in
switchgrass reported today underscore the unique insights we've
gained as we have engineered improvements to photosynthetic
efficiency into plants. Based on this fundamental research tool,
we have identified novel yield traits and genome editing targets
having the potential to produce step-changes in plant
productivity."
"As a next step, we are planning to evaluate C4001-like traits in
forage crops and major commercial crops including corn and rice. We
are currently evaluating the trait in rice in greenhouse studies,
where we are seeing evidence of increased biomass and are awaiting
results from ongoing research to determine the impact on seed
yield," commented Dr. Snell.
The Plant Biology 2017 Conference is the annual meeting of the
American Society of Plant Biologists being held June 24-28 in
Honolulu, Hawaii.
About Yield10 Bioscience
Yield10 Bioscience, Inc. (formerly known as Metabolix, Inc.) --
www.yield10bio.com -- 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.
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.
[^] BOND PRICING: For the Week from June 26 to 30, 2017
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Company Ticker Coupon Bid Price Maturity
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A. M. Castle & Co CASL 5.250 15.000 12/30/2019
A. M. Castle & Co CASL 7.000 58.000 12/15/2017
Affinion Investments LLC AFFINI 13.500 102.000 8/15/2018
American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019
Armstrong Energy Inc ARMS 11.750 40.000 12/15/2019
Armstrong Energy Inc ARMS 11.750 40.000 12/15/2019
Avaya Inc AVYA 10.500 9.750 3/1/2021
Avaya Inc AVYA 10.500 14.500 3/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 40.500 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 26.585 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 26.250 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 26.375 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 26.375 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11.000 38.250 12/9/2022
Caesars Entertainment
Operating Co Inc CZR 5.750 87.000 10/1/2017
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.750 41.750 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.750 41.750 5/30/2020
Cinedigm Corp CIDM 5.500 35.000 4/15/2035
Claire's Stores Inc CLE 9.000 51.000 3/15/2019
Claire's Stores Inc CLE 6.125 46.500 3/15/2020
Claire's Stores Inc CLE 8.875 5.375 3/15/2019
Claire's Stores Inc CLE 7.750 13.500 6/1/2020
Claire's Stores Inc CLE 9.000 46.250 3/15/2019
Claire's Stores Inc CLE 6.125 48.000 3/15/2020
Claire's Stores Inc CLE 9.000 50.375 3/15/2019
Claire's Stores Inc CLE 7.750 13.500 6/1/2020
Cobalt International
Energy Inc CIE 2.625 26.000 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 28.945 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 53.365 4/15/2019
EXCO Resources Inc XCO 7.500 72.156 9/15/2018
Emergent Capital Inc EMGC 8.500 45.983 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Holdings Corp TXU 6.500 12.500 11/15/2024
Energy Future Holdings Corp TXU 6.550 12.500 11/15/2034
Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019
Energy Future Holdings Corp TXU 5.550 5.875 11/15/2014
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 36.000 12/1/2018
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.750 35.250 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 11.250 35.000 12/1/2018
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 58.250 10/15/2018
GenOn Energy Inc GENONE 9.500 57.875 10/15/2018
GenOn Energy Inc GENONE 9.500 72.000 10/15/2018
Global Brokerage Inc GLBR 2.250 42.000 6/15/2018
Gulfmark Offshore Inc GLFM 6.375 35.000 3/15/2022
Gymboree Corp/The GYMB 9.125 1.000 12/1/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Illinois Power
Generating Co DYN 7.000 33.000 4/15/2018
Illinois Power
Generating Co DYN 6.300 36.250 4/1/2020
IronGate Energy
Services LLC IRONGT 11.000 34.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 34.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 34.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 34.000 7/1/2018
Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Lumbermens Mutual
Casualty Co KEMPER 9.150 0.330 7/1/2026
Lumbermens Mutual
Casualty Co KEMPER 8.450 0.184 12/1/2097
MF Global Holdings Ltd MF 3.375 27.500 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 19.375 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.473 10/1/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.748 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.748 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.748 5/15/2019
Nine West Holdings Inc JNY 6.875 14.500 3/15/2019
Nine West Holdings Inc JNY 8.250 25.063 3/15/2019
Nine West Holdings Inc JNY 8.250 24.875 3/15/2019
Nuverra Environmental
Solutions Inc NESC 12.500 21.000 4/15/2021
OMX Timber Finance
Investments II LLC OMX 5.540 9.250 1/29/2020
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 31.000 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 29.989 4/1/2021
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
RS Legacy Corp RSH 6.750 0.001 5/15/2019
RS Legacy Corp RSH 6.750 0.555 5/15/2019
Renco Metals Inc RENCO 11.500 22.250 7/1/2003
Rolta LLC RLTAIN 10.750 15.575 5/16/2018
Samson Investment Co SAIVST 9.750 7.960 2/15/2020
SandRidge Energy Inc SD 7.500 1.650 2/15/2023
Sears Roebuck
Acceptance Corp SHLD 6.875 91.869 10/15/2017
SunEdison Inc SUNE 2.750 2.250 1/1/2021
SunEdison Inc SUNE 3.375 2.001 6/1/2025
SunEdison Inc SUNE 2.375 2.313 4/15/2022
SunEdison Inc SUNE 0.250 2.313 1/15/2020
SunEdison Inc SUNE 5.000 10.500 7/2/2018
SunEdison Inc SUNE 2.000 2.188 10/1/2018
SunEdison Inc SUNE 2.625 2.313 6/1/2023
TMST Inc THMR 8.000 18.750 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 62.125 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 62.125 2/15/2018
TerraVia Holdings Inc TVIA 5.000 35.750 10/1/2019
TerraVia Holdings Inc TVIA 6.000 55.104 2/1/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Trans-Lux Corp TNLX 8.250 20.125 3/1/2012
UCI International LLC UCII 8.625 6.875 2/15/2019
Vanguard Natural
Resources LLC /
VNR Finance Corp VNR 7.875 49.500 4/1/2020
Vanguard Operating LLC VNR 8.375 50.000 6/1/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Investment
Management Corp WAC 4.500 33.500 11/1/2019
iHeartCommunications Inc IHRT 10.000 54.861 1/15/2018
iHeartCommunications Inc IHRT 6.875 60.675 6/15/2018
rue21 inc RUE 9.000 4.336 10/15/2021
rue21 inc RUE 9.000 4.336 10/15/2021
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