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T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, July 18, 2017, Vol. 21, No. 198
Headlines
5 STAR INVT: Trustee's Sale of Indiana Property for $387K Approved
5 STAR INVT: Trustee's Sale of Mishawaka Property for $57K Approved
5 STAR INVT: Trustee's Sale of South Bend Property for $63K Okayed
5 STAR RECYCLING: Selling Stephenville Property for $540K
ACHAOGEN INC: Fills Board Vacancy After Resignation
ADPT DFW: Ch.11 Ombudsman Hires Neubert Pepe as Counsel
ADPT DFW: Ch.11 Ombudsman Hires Quilling Selander as Local Counsel
ADPT DFW: Equity Holders' Panel Hires Winstead as Local Counsel
ADVANCED SOLIDS: Sale of Personal Property for $150K Approved
ADVANCED SOLIDS: Stallion Buying Equipment for $30K
ALGODON WINES: Issues $1.6 Million Worth of Preferred Shares
ALKERMES INC: Moody's Affirms Ba3 CFR; Outlook Stable
ALL RESORT GROUP: Hires GlassRatner as Investment Banker
AMERICAN DENTAL: Hires Christopher S. Moffitt as Attorney
AMERICAN ROCK: Moody's Lowers Corporate Family Rating to B3
AMERICAN SEAFOODS: Moody's Hikes CFR to B2; Outlook Stable
AMERICAN SEAFOODS: S&P Gives B- Ratings to $775MM Secured Loans
ANGELITA TRANSIT: Hires Wisdom Professionals as Accountant
APOLLO ENDOSURGERY: Amends 3.5 Million Shares Prospectus with SEC
APOLLO ENDOSURGERY: Estimates GAAP Revenue of $16.9M-$17.1M for Q2
APTOS INC: Moody's Revises Outlook to Stable; Affirms B3 CFR
AQUA LIFE: Case Summary & 15 Largest Unsecured Creditors
ARCHDIOCESE OF SAINT PAUL: Hires CliftonLarsonAllen as Accountant
ARUBA PETROLEUM: Ox Lease Bank IV to Get One-Time Payment of $1MM
ASG TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable
ASG TECHNOLOGIES: S&P Assigns B Corp. Credit Rating, Outlook Stable
BAILEY'S EXPRESS: Case Summary & 20 Largest Unsecured Creditors
BAYTEX ENERGY: S&P Alters Ratings Outlook to Stable
BEAULIEU GROUP: Case Summary & 30 Largest Unsecured Creditors
BEAULIEU GROUP: Files Chapter 11 Restructuring in Rome, Georgia
BEAULIEU GROUP: Low Sales, Debt Woes Blamed for Chapter 11
BENNU TITAN: Trustee Sets Bid Procedures for All Assets
BIOSCRIP INC: Gabelli Funds Has 10.37% Equity Stake as of July 11
BLAIR GLADWIN: Sale of Merced Property for $1M Approved
BON-TON DEPARTMENT: S&P Raises Second-Lien Notes Rating to 'CCC'
BOSTON HOSPITALITY: Taps J. Frederick Wiley as Legal Counsel
BOSTON HOSPITALITY: Taps Johnson Law as Legal Counsel
BOSTON HOSPITALITY: Taps Patrick Padula as Manager
BULK EXPRESS: Case Summary & 20 Largest Unsecured Creditors
CARBUILDER LLC: S&P Assigns B Corp. Credit Rating, Outlook Stable
CAREERBUILDER LLC: Moody's Assigns B2 Corporate Family Rating
CASA MEDIA: Bustos Buying Three Radio Stations for $800K
CASHMAN EQUIPMENT: Committee Hires Casner & Edwards as Counsel
CASTLE ARCH: Trustee Selling Tooele Property for $39K
CATASYS INC: Plans to Expand Into New States Under Existing Pacts
CD&R PLUMB: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
CHAIS ENTERPRISES: Hires Scarborough & Fulton as Counsel
CHAMPION EXCAVATION: Names Keith Boyd as Counsel
CHINA COMMERCIAL: Delays Effective Date of $30M Offering
CHINA COMMERCIAL: Has Non-Binding Letter of Intent to Buy Sorghum
COCOA SERVICES: Files for Chapter 11 to Sell Biz to JB Cocoa
COCOA SERVICES: Voluntary Chapter 11 Case Summary
COPYTELE INC: Appoints Presient, CEO and COO
CPM HOLDINGS: Moody's Affirms B2 CFR Amid $60MM Loan Add-on
CPM HOLDINGS: S&P Lowers CCR to 'B' on Dividend Recapitalization
CST INDUSTRIES: Hires Hughes Hubbard as Attorney
CST INDUSTRIES: Taps Potter Anderson as Co-counsel
DELCATH SYSTEMS: Has Private Placement of $2M Preferred Shares
DEPOMED INC: Moody's Assigns B3 CFR; Outlook Stable
DEPOMED INC: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable
EATERIES INC: Secured Creditors Buying All Assets for $1.1M
ENERGY FUTURE: Moody's Rates $6.3BB DIP Term Loan 'Ba3'
EXTRACTION OIL: Moody's Hikes CFR to B2; Outlook Stable
EYEMART EXPRESS: S&P Affirms 'B' CCR & Revises Outlook to Negative
FIRST FLIGHT: Hires Morgan Fisher as Bankruptcy Counsel
FOREST PARK SOUTHLAKE: To Destroy Patient Records in July 2018
FREDDIE MAC: Settles Lawsuit with RBS for $4.525 Billion
GIGA-TRONICS INC: Promotes Jim Taber to VP Sales & Marketing
GLYECO INC: Expects $2.6M to $2.8M Second Quarter Revenues
HALCON RESOURCES: S&P Affirms 'B-' CCR on Proposed Asset Sale
HARTFORD, CT: Moody's Cuts General Obligation Debt Rating to B2
HEARTLAND DENTAL: S&P Affirms 'B-' CCR & Revises Outlook to Stable
HELIOS AND MATHESON: Has 7M Common Stock Outstanding as of July 12
HOVNANIAN ENTERPRISES: Fitch Affirms 'CCC' Long-Term IDR
HPIL HOLDING: Incurs $7.55 Million Net Loss in 2016
HUDSON PRODUCTS: S&P Puts CCC+ CCR on CreditWatch Positive
HYDROSCIENCE TECH: Hires BDO USA as Accountant
HYDROSCIENCE TECH: Seeks to Hire Decker Jones as IP Counsel
HYDROSCIENCE TECH: Taps CR3 Partners as Financial and Sale Advisor
HYDROSCIENCE TECH: Taps Moses Palmer as Litigation Counsel
ILLINOIS: S&B Affirms 'BB+' Ratings on Appropriation-Backed Debt
INMOBILIARIA LEGUISAMO: Triangle Reo Won't Get Paid Under Plan
INTEVA PRODUCTS: S&P Affirms Then Withdraws 'B' CCR
INTREPID POTASH: Saratoga Asset Owns 10.6% Stake as of July 11
ISO DOC: Ch.11 Trustee Hires Murtha Cullina as Counsel
ISO DOC: July 25 Hearing on Ch.11 Trustee's Motion to Convert
J CREW GROUP: CEO Resigns & Continues to Serve as Parent's Director
J. CREW: S&P Lowers CCR to 'SD' Following Completed Debt Exchange
JAMUL INDIAN: S&P Affirms Then Withdraws CCC+ Issuer Credit Rating
JEFFERIES FINANCE: Moody's Affirms Ba3 CFR; Outlook Stable
JEFFERIES FINANCE: S&P Affirms 'B+' ICR & Rates Sr. Sec. Debt 'B+'
KALOBIOS PHARMACEUTICALS: Has $5M Funding Commitment From Investors
KMK OIL: Hires Ritcheson Lauffer as Attorney
LA PALOMA GENERATING: Hires Debevoise & Plimpton as Attorney
LITHIA MOTORS: S&P Assigns BB+ Corp Credit Rating, Outlook Stable
MARATHON OIL: Moody's Assign Ba1 Rating to Proposed Senior Notes
MARBLES HOLDINGS: Hires Philip+Rae as Benefit Plan Auditor
MARKS FAMILY: Case Summary & 20 Largest Unsecured Creditors
MCDERMOTT INT'L: S&P Affirms B+ CCR & Alters Outlook to Positive
MONTGOMERY-SANSOME: Hires Alex Naegele as Bankruptcy Counsel
MUSCLEPHARM CORP: Appoints New Members to its Board of Directors
NATIONAL EVENTS: Wants to Obtain $245,000 of DIP Financing
NCSG CRANE: Moody's Lowers Corporate Family Rating to Caa3
NET ELEMENT: Cancels Effectiveness of Form S-1 Resale Prospectus
NORTHWEST CORPORATE: Voluntary Chapter 11 Case Summary
OUTER HARBOR: Committee Wants Debtor's Exclusivity Terminated
OUTER HARBOR: UST Wants Case Converted or Dismissed
OYSTER COMPANY: Unsecs. To Be Paid in 6 Months From Effective Date
PALLET PLUS: Hires John E. Dunlap Law Office as Attorney
PANADERIA Y REPOSTERIA: Hires J. I. Rivera Gonzales as Accountant
PARALLAX HEALTH: Paul Arena Named New President and CEO
PARETEUM CORP: Anticipates $3 Million Revenues in Second Quarter
PATRICK ADAMS: Sale of Health Property for $159K Approved
PBF HOLDING: S&P Lowers $500MM Sr. Notes Rating to 'BB', Off RWN
PERFORMANT FINANCIAL: S&P Affirms Then Withdraws 'CCC' CCR
PETROQUEST ENERGY: Hikes 2nd & 3rd Quarter 2017 Production Guidance
PHILADELPHIA HEALTH: Meridian Bid to Open Aug. 11 Auction of Assets
PLASCO TOOLING: U.S. Trustee Forms 6-Member Committee
QUEST SOLUTION: Tom Miller Quits from Board of Directors
RAVENSTAR INVESTMENTS: Sale of Reno Property for $325K Approved
RENNOVA HEALTH: Amends Remaining Debentures Held by Sabby Funds
RENNOVA HEALTH: Will Spin Off Advanced Molecular Services Group
RETAIL DESIGNS: UST Wants Case Dismissed or Converted
ROLAW OF SHELTER: U.S. Trustee Unable to Appoint Committee
SEARS CANADA: Granted Extension of Stay Period to Oct. 4, 2017
SELECT PORTFOLIO: Names Bryan Mickler as Attorney
SHORB DCE: Taps Nationwide Commercial as Broker
SONSVEST LLC: Unsecureds to Be Paid From Sale Proceeds, Refinance
SOUTH BARRINGTON: Voluntary Chapter 11 Case Summary
SPI ENERGY: Nasdaq Sets Delisting Hearing for Aug. 10
SRAMPICKAL DEVELOPERS: Hires Smith Kane Holman as Special Counsel
T-REX OIL: Supreme Court Dismisses BMO Holding Lawsuit
TEMPLE SHOLOM: Hires Dresner & Dresner as Special Counsel
TOWN SPORTS: Appoints Two Additional Members to Board
TOWN SPORTS: HG Vora Has 31.8% Equity Stake as of July 11
TROXELL COMPANY: Hires Benenati as Special Counsel
TRUE RELIGION: Hires Prime Clerk as Administrative Advisor
TWIN OAKS APARTMENTS: Case Summary & 3 Unsecured Creditors
WILGRO SERVICES: Hires D'Angelo & Company as Accountants
WIREPATH LLC: Moody's Assigns B2 CFR; Outlook Stable
WORDSWORTH ACADEMY: U.S. Trustee Forms 5-Member Committee
YOGA CENTER: Case Summary & 20 Largest Unsecured Creditors
YRC WORLDWIDE: Moody's Revises Outlook to Pos. & Affirms B3 CFR
YRC WORLDWIDE: S&P Affirms 'B-' CCR Amid New Term Loan Amendment
[*] Moody's: Global Speculative-Grade Default Rate Dip in Q2
[^] Large Companies with Insolvent Balance Sheet
*********
5 STAR INVT: Trustee's Sale of Indiana Property for $387K Approved
------------------------------------------------------------------
Judge Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized the private sale by Douglas
R. Adelsperger, Trustee of 5 Star Investment Group, LLC and
affiliates, to GPH, LLC of real estate: (i) commonly known as 1711
S. Carlisle Street, South Bend, St. Joseph County, Indiana for
$12,100; (ii) commonly known as 1232 S. 31st Street, South Bend,
St. Joseph County, Indiana for $21,600; (iii) commonly known as
2641 Prescott Drive, Mishawaka, St. Joseph County, Indiana $51,600;
(iv) commonly known as 1127 Parkway, South Bend, St. Joseph County,
Indiana for $29,600; (v) commonly known as 1811 E. McKinley Avenue,
South Bend, St. Joseph County, Indiana for $57,600; (vi) commonly
known as 721 E. 5th Street, Mishawaka, St. Joseph County, Indiana
for $23,600; (vii) commonly known as 811 Carlton Street, Mishawaka,
St. Joseph County, Indiana for $29,100; (viii) commonly known as
709 S. Sheridan, South Bend, St. Joseph County, Indiana for
$12,100; (ix) commonly known as 732 S. Illinois Street, South Bend,
St. Joseph County, Indiana for $12,100; (x) commonly known as 2807
Millburn Boulevard, Mishawaka, St. Joseph County, Indiana for
$21,600; (xi) commonly known as 906 W. Indiana, Elkhart, Elkhart
County, Indiana for $27,600; (ii) commonly known as 227 E. LaSalle
Avenue, Mishawaka, St. Joseph County, Indiana for $31,600; (xii)
commonly known as 607 Rush Street, South Bend, St. Joseph County,
Indiana for $12,100; (xiii) commonly known as 3022 Pleasant Street,
South Bend, St. Joseph County, Indiana for $32,600; and (xiv)
commonly known as 1629 Nash Street, South Bend, St. Joseph County,
Indiana for $12,100.
The sale is "as is and where is and with all faults" and no
representations or warranties of any kind are made by the Trustee;
and free and clear of any and all liens, encumbrances, claims or
interests.
At closing, the Trustee is authorized to direct Meridian Title Co.
to disburse from the proceeds from the sale, first to pay the costs
and expenses of the sale; second to pay all real estate taxes and
assessments outstanding and unpaid at the time of closing,
including the Tax Lien and/or Sewage Liens for that particular
parcel of Real Estate; and third to pay any other special
assessments liens, utilities, water and sewer charges and any other
charges customarily prorated in similar transactions.
The Trustee is authorized and directed to retain the excess
proceeds from the sale of the Real Estate until further order of
the Court.
Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and
concludes that there is no just cause for delay in the
implementation of the Order. The Order will therefore not be
stayed for 14 days after its entry. Notwithstanding any provision
of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the
Order will be effective and enforceable immediately upon entry, and
any stay thereof, including without limitation Bankruptcy Rule
6004(h), is abrogated. The Order will constitute a final judgment
and order pursuant to 28 U.S.C.
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC")
filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court
for the Northern District of Indiana, Hammond Division ("SEC
Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital
Fund, and 5 Star Commercial defrauded at least 70 investors from
whom
they raised funds of at least $3,900,000. Additionally, on Nov.
5, 2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl
D. Miller sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016.
5
Star estimated its assets at up to $50,000 and its liabilities
between
$1 million and $10 million. The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases. The Trustee is
represented
by Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C.
Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq. at
Rubin & Levin, P.C.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
5 STAR INVT: Trustee's Sale of Mishawaka Property for $57K Approved
-------------------------------------------------------------------
Judge Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized the private sale by Douglas
R. Adelsperger, Trustee of 5 Star Investment Group, LLC and
affiliates, to Bhola Singh of real estate: (i) commonly known as
1018 South Main Street, Mishawaka, St. Joseph County County,
Indiana for $28,500; and (ii) commonly known as 426 7th Street,
Mishawaka, St. Joseph County County, Indiana for $28,500.
The sale is "as is and where is and with all faults" and no
representations or warranties of any kind are made by the Trustee;
and free and clear of any and all liens, encumbrances, claims or
interests.
At closing, the Trustee is authorized to direct Meridian Title Co.
to disburse from the proceeds from the sale, first to pay the costs
and expenses of the sale, including the commission owed to the
Tiffany Group in the approximate sum of $2,850; second to pay all
real estate taxes and assessments outstanding and unpaid at the
time of closing, including the Tax Lien; and third to pay any other
special assessments liens, utilities, water and sewer charges and
any other charges customarily prorated in similar transactions.
The Trustee is authorized and directed to retain the excess
proceeds from the sale of the Real Estate until further order of
the Court.
Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and
concludes that there is no just cause for delay in the
implementation of the Order. The Order will therefore not be
stayed for 14 days after its entry. Notwithstanding any provision
of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the
Order will be effective and enforceable immediately upon entry, and
any stay thereof, including without limitation Bankruptcy Rule
6004(h), is abrogated. The Order will constitute a final judgment
and order pursuant to 28 U.S.C.
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC")
filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court
for the Northern District of Indiana, Hammond Division ("SEC
Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital
Fund, and 5 Star Commercial defrauded at least 70 investors from
whom
they raised funds of at least $3,900,000. Additionally, on Nov.
5, 2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl
D. Miller sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016.
5
Star estimated its assets at up to $50,000 and its liabilities
between
$1 million and $10 million. The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases. The Trustee is
represented
by Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C.
Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq. at
Rubin & Levin, P.C.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
5 STAR INVT: Trustee's Sale of South Bend Property for $63K Okayed
------------------------------------------------------------------
Judge Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized the private sale by Douglas
R. Adelsperger, Trustee of 5 Star Investment Group, LLC and
affiliates, of real estate commonly known as 120 South 33rd Street,
South Bend, St. Joseph County, Indiana, to Stephen and Julie Balogh
for $63,000.
The sale is "as is and where is and with all faults" and no
representations or warranties of any kind are made by the Trustee;
and free and clear of any and all liens, encumbrances, claims or
interests.
At closing, the Trustee is authorized to direct Meridian Title Co.
to disburse from the proceeds from the sale, first to pay the costs
and expenses of the sale, second to pay all real estate taxes and
assessments outstanding and unpaid at the time of closing,
including the Tax Lien and third to pay any other special
assessments liens, utilities, water and sewer charges and any other
charges customarily prorated in similar transactions.
The Trustee is authorized and directed to retain the excess
proceeds from the sale of the Real Estate until further order of
the Court.
Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and
concludes that there is no just cause for delay in the
implementation of the Order. The Order will therefore not be
stayed for 14 days after its entry. Notwithstanding any provision
of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the
Order will be effective and enforceable immediately upon entry, and
any stay thereof, including without limitation Bankruptcy Rule
6004(h), is abrogated. The Order will constitute a final judgment
and order pursuant to 28 U.S.C.
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC")
filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court
for the Northern District of Indiana, Hammond Division ("SEC
Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital
Fund, and 5 Star Commercial defrauded at least 70 investors from
whom
they raised funds of at least $3,900,000. Additionally, on Nov.
5, 2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl
D. Miller sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016.
5
Star estimated its assets at up to $50,000 and its liabilities
between
$1 million and $10 million. The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases. The Trustee is
represented
by Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C.
Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq. at
Rubin & Levin, P.C.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
5 STAR RECYCLING: Selling Stephenville Property for $540K
---------------------------------------------------------
5 Star Recycling, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of a 6.925 acre
tract of land and improvements located in Stephenville, Erath
County, Texas and having a street address of 3229 N. U.S. Hwy. 377,
Stephenville, Texas, to Stephenville Iron and Metal, LLC for
$540,000.
The Debtor's estate includes the Property. It desires to sell it
for the purpose of providing reducing its debt and fulfilling its
goal of selling its assets, paying off its debts and allowing it to
emerge from bankruptcy. To this end, the Debtor, as Seller, has
entered into a Commercial Contract for Sale of Real Property with
the Buyer.
The material terms of the Contract are:
a. The Sale Price payable at closing is $540,000. The Sale
Price is not subject to adjustment based on the number of square
feet of land included in the Property as reflected in the survey
ultimately accepted by the Buyer.
b. The Seller will provide a title policy of insurance at its
expense. It will also deliver to the Buyer its most recent survey
of the Property. However, the Buyer has the right to obtain, at
the Buyer's expense, a new or updated survey if the existing survey
is unacceptable to Buyer.
c. There is no real estate commission to be paid in connection
with the sale.
d. The taxes for the year of closing will be pro-rated.
e. The Sale will close within 30 days of Bankruptcy Court
approval.
f. Closing Date: 30 days after Court approval
The Contract reflects the result of significant arm's-length
negotiations with Buyer; however, the Debtor would disclose to the
Court and parties in interest that the Buyer is owned by Scott
Davis who is related by marriage to Nicolle Boyd, the manager of 5
Star Recycling, LLC.
A copy of the Contract, including the Addendum thereto, attached to
the Motion is available for free at:
http://bankrupt.com/misc/5_Star_Recycling_21_Sales.pdf
The Debtors proposes that the Property be sold free and clear of
all liens, with all valid liens to attach to the proceeds of the
sale (after payment of the broker's fee and other costs of sale as
provided in the Contract) with the same priority, force, and effect
with which they attached to the Property. The Debtors proposes
that the Property be sold free and clear of all liens, with all
valid liens to attach to the proceeds of the sale (after payment of
the broker's fee and other costs of sale as provided in the
Contract) with the same priority, force, and effect with which they
attached to the Property.
In addition, the Debtors proposes to sell the Property free and
clear of all liens, claims and interests other than (i) the
property taxes for 2014 and subsequent tax years; and (ii) a deed
of trust lien in favor of F & M Bank, Stephenville. The relief is
requested out of an abundance of caution as the Debtors believe
that no other liens or creditors' claims encumber the Property
other than the above-referenced liens. The property taxes for 2015
and prior years have been paid. To the extent that any other liens
may exist against the Property, the rights of any such creditors
will attach to Debtors share of the proceeds, although subject to
any defenses by the Debtor to any such claims.
The Debtor also asks that its share of the Net Proceeds of any
arising from the sale be paid into escrow pending an appropriate
order of the Court regarding the use thereof.
The Purchaser can be reached at:
STEPHENVILLE IRON AND METAL, LLC
P.O. Box 1250
Stephenville, TX 76401
Telephone: (806) 584-8087
E-mail: scott.davis@gvtc.com
About 5 Star Recycling
5 Star Recycling, LLC, owns a commercial real estate on 6.925
acres
of land with commercial buildings on the property located at 6970
US Highway 377 Stephenville, Texas, valued at $700,000. It also
owns a fee simple interest in a commercial real estate located at
9901 I-35W Grandview, Texas, with a valuation of $400,000.
5 Star Recycling sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 17-41785) on April 28, 2017. Nicolle Boyd, manager,
signed the petition.
At the time of the filing, the Debtor disclosed $1.10 million in
assets and $949,945 in liabilities.
Judge Mark X. Mullin presides over the case.
The Debtor is represented by Russell W. King, Esq., at King Law
Offices, P.C.
ACHAOGEN INC: Fills Board Vacancy After Resignation
---------------------------------------------------
Alan B. Colowick, Ph.D., submitted his resignation as an
independent director of the Board of Directors of Achaogen, Inc.
and as a member of the Audit Committee and the Compensation
Committee of the Board, effective on July 31, 2017. Dr. Colowick
is planning to focus on his new role as a partner at Sofinnova
Ventures, a venture capital firm.
On July 11, 2017, the Board appointed Karen Bernstein, Ph.D., to
serve as a member of the Board. Dr. Bernstein was appointed as a
Class I director, with an initial term expiring at the Company's
2018 annual meeting of stockholders, filling a vacancy. In
connection with the appointment, the Board also increased the size
of the Board from nine directors to ten directors, effective
immediately until the close of business on July 31, 2017. Dr.
Bernstein was also elected to serve as a member of the Nominating
and Corporate Governance Committee of the Board. The Board has
determined that Dr. Bernstein is independent as defined in Listing
Rule 5605 of The NASDAQ Stock Market LLC for purposes of serving on
the Nominating Committee.
Dr. Bernstein will receive cash and equity compensation as provided
in the Company's Non-Employee Director Compensation Program.
Pursuant to this program, upon appointment to the Board, Dr.
Bernstein received an option under the Company's 2014 Equity
Incentive Award Plan to purchase 20,000 shares of the Company's
common stock with an exercise price of $22.93 per share, the
closing price of the Company's common stock on the date of
appointment. The option will vest and become exercisable as to
1/36th of the shares subject to the option each month following
July 11, 2017, subject to Dr. Bernstein's continued service to the
Company through each applicable vesting date. The Company expects
to enter into the Company's standard director indemnification
agreement with Dr. Bernstein.
About Achaogen, Inc.
Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage
biopharmaceutical company passionately committed to the discovery,
development, and commercialization of novel antibacterials to treat
multi-drug resistant gram-negative infections. The Company is
developing plazomicin, its lead product candidate, for the
treatment of serious bacterial infections due to MDR
Enterobacteriaceae, including carbapenem-resistant
Enterobacteriaceae. In 2013, the Centers for Disease Control and
Prevention identified CRE as a "nightmare bacteria" and an
immediate public health threat that requires "urgent and aggressive
action."
Achaogen reported a net loss of $71.22 million on $41.77 million of
contract revenue for the year ended Dec. 31, 2016, compared to a
net loss of $27.09 million on $26.06 million of contract revenue
for the year ended Dec. 31, 2015. As of March 31, 2017, Achaogen
had $155.8 million in total assets, $77.16 million in total
liabilities, and $78.63 million in total stockholders' equity.
ADPT DFW: Ch.11 Ombudsman Hires Neubert Pepe as Counsel
-------------------------------------------------------
Daniel T. McMurray, the Chapter 11 Patient Care Ombudsman for ADPT
DFW Holdings, LLC, et al., asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Neubert, Pepe &
Monteith, PC as his counsel.
The Chapter 11 Ombudsman requires Neubert Pepe to:
a. advise the Ombudsman concerning the requirements of the
Bankruptcy Code and Bankruptcy Rules and any requirements of the
Office of the United States Trustee relating to the discharge of
his duties under Section 333 of the Bankruptcy Code;
b. represent the Ombudsman in any proceeding or hearing in
this Court and in any action in other courts where the rights of
the patients generally may be litigated or affected as a result of
those cases;
c. represent and advise the Ombudsman in connection with
gaining access to patient records in accordance with Section 333 of
the Bankruptcy Code and other relevant law to the extent
applicable.
d. advise and represent the Ombudsman concerning the effect
on patients of a potential reorganization, sale of the Debtors'
assets or closing of the Debtors' programs or facilities;
e. assist the Ombudsman in connection with his periodic
reports;
f. monitor proceedings in these cases to identify any
proceedings which could affect patients or which reflect
developments potentially affecting patients; and
g. perform other legal services as may be required under the
circumstances of this case in accordance with the Ombudsman's
powers and duties as set forth in the Bankruptcy Code.
Neubert Pepe will be paid at these hourly rates:
Mark L. Fishman $425
Attorneys $160-$400
Paralegals $110-$130
Neubert Pepe will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark I. Fishman, Esq., attorney in the law firm of Neubert, Pepe &
Monteith, PC, 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.
Neubert Pepe may be reached at:
Mark I. Fishman, Esq.
Neubert, Pepe & Monteith, PC
195 Church Street
New Haven, CT 06510
Tel: (203) 821-2000
Fax: (203) 821-2009
E-mail: mfishman@npmlaw.com
About ADPT DFW Holdings LLC
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel. The Committee retained
CohnReznick as financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as
medical operations advisor.
ADPT DFW: Ch.11 Ombudsman Hires Quilling Selander as Local Counsel
------------------------------------------------------------------
Daniel T. McMurray, the Chapter 11 Patient Care Ombudsman for ADPT
DFW Holdings, LLC, et al., asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Quilling,
Selander, Lownds, Winslett & Moser, PC as his local counsel.
The Chapter 11 Ombudsman requires Quilling Selander to:
a. advise the Ombudsman concerning the requirements of the
Bankruptcy Code and Bankruptcy Rules and any requirements of the
Office of the United States Trustee relating to the discharge of
his duties under Section 333 of the Bankruptcy Code;
b. represent the Ombudsman in any proceeding or hearing in
this Court and in any action in other courts in the Dallas/Fort
Worth Metroplex where the rights of the patients generally may be
litigated or affected as a result of those cases;
c. represent and advise the Ombudsman in connection with
gaining access to patient records in accordance with Section 333 of
the Bankruptcy Code and other relevant law to the extent
applicable;
d. advise and represent the Ombudsman concerning the effect on
patients of a potential reorganization, sale of the Debtors'
assets, or closing of the Debtors' programs or facilities;
e. assist the Ombudsman in connection with his periodic
reports;
f. monitor proceedings in these cases to identify any
proceedings which could affect patients or which reflect
developments potentially affecting patients; and
g. perform other legal services as may be required under the
circumstances of this case in accordance with the Ombudsman's
powers and duties as set forth in the Bankruptcy Code.
Quilling Selander will be paid at these hourly rates:
Joshua L Shepherd $325
Attorneys and Paralegals $100-$550
Quilling Selander will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joshua L. Shepherd, Esq., a shareholder of Quilling, Selander,
Lownds, Winslett & Moser, PC, 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.
Quilling Selander may be reached at:
Joshua L. Shepherd, Esq.
Quilling, Selander, Lownds, Winslett & Moser, PC
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Tel: (214) 871-2100
Fax: (214) 871-2111
E-mail: jshepherd@qslwm.com
About ADPT DFW Holdings LLC
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel. The Committee retained
CohnReznick as financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as
medical operations advisor.
ADPT DFW: Equity Holders' Panel Hires Winstead as Local Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders of ADPT DFW
Holdings LLC, et al., seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to retain Winstead PC as
local counsel for the Committee, nunc pro tunc to June 19, 2017.
The Committee requires Winstead to:
a. represent the Committee at hearings to be held before this
Court and communicate with the Committee regarding the matters
heard and the issues raised as well as the decisions and
considerations of this Court;
b. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with this Court by interested
parties in these cases; advise the Committee as to the necessity,
propriety, and impact of the foregoing upon these cases; and
consent or object to pleadings or orders on behalf of the
Committee, as appropriate;
c. assist the Committee in preparing such applications,
motions, memoranda, proposed orders, and other pleadings as may be
required in support of positions taken by the Committee, including
all trial preparation as may be necessary;
d. participate in such examinations of the Debtors and other
witnesses as may be necessary in order to analyze and determine,
among other things, the Debtors' assets and financial condition,
whether the Debtors have made any avoidable transfers of property,
or whether causes of action exist on behalf of the Debtors'
estates; and
e. assist the Committee generally in performing such other
services as may be desirable or required for the discharge of the
Committee's duties pursuant to Section 1103 of the Bankruptcy
Code.
Winstead lawyers who will work on the Debtors' cases and their
hourly rates are:
Rakhee V. Patel $550
Phillip L. Lamberson $625
Annmarie Chiarello $335
Attorneys $335-$625
Winstead will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Rakhee Patel, Esq., a shareholder with the law firm of Winstead,
PC, 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.
Winstead can be reached at:
Rakhee Patel, Esq.
Phil Lamberson, Esq.
Winstead PC
500 Winstead Building
2728 N. Harwood Street
Dallas, TX 75201
Tel: (214) 745-5400
Fax: (214) 745-5390
About ADPT DFW Holdings LLC
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel. The Committee retained
CohnReznick as financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as
medical operations advisor.
ADVANCED SOLIDS: Sale of Personal Property for $150K Approved
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's sale to
Portable Mud Systems, Inc. of its interest in (i) 2014 Peterbilt,
VIN 1XPWD49X3ED246996, for $90,000; and (ii) 2014 Lowboy Trailer,
VIN 5ABB61304EB130167, for $60,000.
The sale is free and clear of all liens, claims and encumbrances.
The sale proceeds in the amount of $150,000 are to remain the
property of WTF Rentals, LLC.
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.
ADVANCED SOLIDS: Stallion Buying Equipment for $30K
---------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the sale of equipment to
Stallion Oilfield Services, Ltd. for $30,000.
Objections, if any, must be filed within 21 days from the date of
service.
The equipment consists of the following: (i) FLYGT Panel 01; (ii)
FLYGT Panel 02; (iii) FLYGT Panel 03; (iv) FLYGT Pump-SN: 3127.180;
(v) FLYGT Pump-SN: 3127.090 S0750157; (vi) FLYGT Pump-SN: 3127.090
S058 0143; (vii) Titan 4 in. Pump-SN: 31564 Motor SN-1012707;
(viii) Titan 4 in. Pump-SN: 31566 Motor SN-1012728; (ix) one Roll
of Auger Packing; (xi) 10 ft. of Polymer Pump Packing; (xii) 5
5VX560 Belts for Augers; (xiii) 11 Sets of Hanger Bushings (2) per
set; and (xiv) 15 Sets of Metal Hangers for Augers (2) per set.
The Debtor proposes to sell the equipment to the Buyer for a lump
sum cash payment in the amount of $30,000 free and clear of all
liens, claims and encumbrances.
All items proposed to be sold are pledged as collateral to secure
the claims of WTF Rentals, LLC. WTF Rentals filed its secured
Proof of Claim No. 26 in the amount of $3,263,549 on April 10,
2017, with the appropriate security documents supporting its
secured claim attached to the Proof of Claim. The sale proceeds
are to be paid to WTF Rentals as a partial payment on its secured
claim.
The Debtor and the Buyer have entered into the Equipment Rental
Agreement dated March 27, 2017 for the rental of one Auger Tank SN
MT1002 and nothing in the Motion is intended to alter or change the
terms of the Rental Agreement.
The Debtor believes that the proposed sale of the equipment set
generates a reasonable value based upon the assets proposed to be
sold and their marketability.
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.
ALGODON WINES: Issues $1.6 Million Worth of Preferred Shares
------------------------------------------------------------
Between June 23, 2017, and July 6, 2017, Algodon Wines & Luxury
Development Group, Inc. issued 157,626 shares of Series B
Convertible Preferred Stock for cash proceeds of $1,576,255 to
accredited investors. Holders of Series B Preferred will be
entitled to, among other things, an annual dividend, liquidation
preference, conversion to common stock of the Company upon certain
events, redemption if not previously converted to common stock, and
voting privileges, as disclosed in a Form 8-K report filed with the
Securities and Exchange Commission.
For this sale of securities, no general solicitation was used, no
commissions were paid, and the Company relied on the exemption from
registration available under Section 4(a)(2) and Rule 506(b) of
Regulation D of the Securities Act of 1933, as amended. An initial
Form D was filed on April 7, 2017, an amended Form D was filed on
June 15, 2017, an amended Form D was filed on June 29, 2017, and a
subsequent amended Form D was filed on July 12, 2017.
About Algodon Wines
New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property. This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.
Algodon Wines reported a net loss of $10.04 million on $1.52
million of sales for the year ended Dec. 31, 2016, compared to a
net loss of $8.27 million on $1.86 million of sales for the year
ended Dec. 31, 2015. As of March 31, 2017, Algodon Wines had $7.45
million in total assets, $4.80 million in total liabilities, $1.55
million in series B convertible preferred stock and $1.09 million
in total stockholders' equity.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
ALKERMES INC: Moody's Affirms Ba3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed the ratings of Alkermes, Inc., a
subsidiary of Alkermes plc. The affirmed ratings include the Ba3
Corporate Family Rating, the Ba3-PD Probability of Default Rating,
and the Ba3 senior secured term loan. At the same time, Moody's
revised the rating outlook to stable from negative.
Ratings affirmed:
Corporate Family Rating, at Ba3
Probability of Default Rating, at Ba3-PD
Senior secured term loan due 2021, at Ba3 (LGD3)
Speculative Grade Liquidity Rating, at SGL-1
Outlook; changed to Stable from Negative
The change in outlook to stable reflects good sales trends for key
products like Vivitrol and Aristada, resulting in a path towards
positive earnings over the next 12 to 18 months. The outlook change
also reflects continuation of pipeline execution, supporting
Alkermes' extremely high asset coverage of its debt, which is very
modest.
RATINGS RATIONALE
The Ba3 Corporate Family Rating reflects Alkermes' expertise in
drug delivery technologies, high gross margins, and strong growth
prospects. The ratings are supported by cash levels well in excess
of debt levels, and considerable value in Alkermes' existing
revenue streams as well as its pipeline. Alkermes' $800 million
revenue base will reach $1 billion within the next couple of years.
Growth is supported by Vivitrol, a product used in the prevention
of relapse to opioid dependence. A major commercial launch is
underway -- the long-acting schizophrenia treatment Aristada, which
Alkermes developed in-house. Alkermes has three major late-stage
R&D programs in progress: ALKS 8700 for multiple sclerosis, ALKS
3831 for schizophrenia and ALKS 5461 for major depressive
disorder.
Offsetting these strengths are negative profitability, revenue
concentration in key products and the schizophrenia category
specifically, and reliance on collaboration partners on many key
products. The company has some revenue concentration among several
marketed schizophrenia products (Risperdal Consta, Invega Sustenna
and Invega Trinza), but revenue should diversify over time with
growth in Vivitrol and Aristada. Moody's anticipates that the
company's GAAP earnings will be negative through early 2018 as it
funds higher R&D costs related to its late-stage pipeline and
continues to invest in the Aristada launch. That said, cash flow is
reaching an inflection point, with free cash flow turning from
modestly negative in 2017 to positive in 2018.
The SGL-1 rating reflects very good liquidity arising from about
$600 million of cash and investments, limited cash burn, no
near-term debt maturities, and no financial maintenance covenants
in the credit agreement.
The outlook is stable, reflecting Moody's expectations for good
top-line growth driven by Vivitrol, steady uptake of Aristada, and
significant value in Alkermes' pipeline.
Factors that could lead to an upgrade include strong growth in key
products, successful launches of new drugs from the pipeline,
consistently positive earnings and free cash flow, and debt/EBITDA
sustained below 4.0 times. Conversely, factors that could lead to a
downgrade include slow revenue growth due to competitive dynamics
or pricing pressure, setbacks in late-stage pipeline drugs,
incremental debt, or continuation of negative earnings and cash
flow.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
Alkermes, Inc. is a US subsidiary of Dublin, Ireland-based Alkermes
plc (collectively "Alkermes"). Alkermes is a specialty
biopharmaceutical company that develops long-acting medications for
the treatment of central nervous system. Revenues totaled
approximately $781 million over the last twelve months ended March
31, 2017.
ALL RESORT GROUP: Hires GlassRatner as Investment Banker
--------------------------------------------------------
All Resort Group, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Utah to employ GlassRatner
Advisory & Capital Group, LLC as investment banker.
The Debtor requires GlassRatner to:
A. Post‐petition Financing Services (the "Capital Raise
Services") may include, at the Debtor's request:
a. perform valuation and feasibility analysis, as necessary.
b. raise a Debtor-in-Possession loan to fund working capital
needs.
c. if necessary, raise Exit Financing in connection with a
Plan.
d. prepare teaser highlighting key attributes of All Resort
Group ("ARG") and the proposed use of such capital.
e. contact current and prospective lenders and maintain an
active lender tracking list.
f. collect and respond to various diligence requests from
prospective lenders.
g. negotiate term sheets.
h. maintain communication with lenders and other creditors.
Work with counsel on any related matters, as necessary.
B. Investment Banking Services ("IB Services") may include, at the
Debtor's request:
a. lead and manage section 363 process ("sale of a debtor's
assets authorized under section 363 of the Bankruptcy Code").
b. work with counsel to develop key dates and deadlines for
bid procedures.
c. prepare teaser and confidential information memorandum
("CIM"), including business plan.
d. populate and maintain a data room with current
information.
e. contact potential buyers and maintain an active buyer
tracking list.
f. collect and respond to various diligence requests from
prospective buyers.
g. negotiate with potential stalking horse purchasers.
h. negotiate term sheets.
i. compile and compare any bids received.
j. conduct and oversee auction.
k. maintain communication with lenders and creditors.
l. testify as a fact witness regarding any negotiations with
creditors, sale process or post-petition financing process if
necessary.
m. work with counsel on any related matter as necessary.
The Debtor has agreed to compensate GlassRatner as follows:
A. Should ARG direct GlassRatner to acquire DIP Capital,
GlassRatner shall be paid 2.5% of the DIP Capital Raise (the "DIP
Capital Raise Fee"). However, if the selected DIP Lender is one of
the entities whose name has previously been supplied to
GlassRatner, GlassRatner shall be paid a DIP Capital Raise Fee of
2.0% of the DIP Capital Raise. Such fee shall be paid upon the
closing of the DIP Capital Raise.
B. Should the Debtor direct GlassRatner to seek Exit Financing
in connection with a Plan, GlassRatner shall be paid a 3.0% Exit
Financing Capital Raise Fee (the "Exit Financing Fee"). The Exit
Financing Fee shall be paid per standard bankruptcy court
procedures.
C. Finally, should the Debtor direct GlassRatner to commence
providing IB Services in connection with a Section 363 sale,
GlassRatner shall be paid the following Sale Fee:
D. Base Fee: The Base Purchase Price shall mean a purchase
price of up to $5,000,000. GlassRatner shall be paid a fee of 4.0%
of the Base Purchase Price (the "Base Fee"). For purposes of the
engagement, the Base Purchase Price shall mean the aggregate
consideration in connection with a Section 363 sale and APA(s),
including without limitation, the sum of the following values
identified in (i) through (iv):
i. Cash and cash equivalents paid to the Debtor;
ii. Market value of any common or preferred stock, or
promissory notes issued by the Debtor;
iii. The value of any loans, notes or other evidence of
indebtedness of the Debtor which is issued, sold, assumed and/or
forgiven;
iv. Consideration provided or payable under covenants not
to compete, earn‐ outs, royalties, and management or consulting
arrangements (such terms not to encompass standard employment
agreements).
E. First Incremental Fee: For any incremental purchase price
of up to $2,000,000 above the Base Purchase Price, up to and
including a purchase price of $7,000,000 (the "First Incremental
Purchase Price"), GlassRatner shall be paid 5.0% of the First
Incremental Purchase Price (the "First Incremental Fee"). In such a
case, GlassRatner shall be paid the Base Fee plus the First
Incremental Fee.
F. Second Incremental Fee: Should the purchase price exceed
$7,000,000, GlassRatner shall be paid an incremental fee of 6.0% of
any purchase price amount that exceeds $7,000,000 (the "Second
Incremental Fee"). In such a case, GlassRatner shall be paid the
Base Fee plus the First Incremental Fee plus the Second Incremental
Fee.
G. The Sale Fee shall be paid as per standard bankruptcy court
procedures.
H. In addition to the foregoing, all client approved,
reasonable and necessary out-of-pocket expenses are reimbursable by
the Debtor at cost.
Richard Peil, senior managing director of GlassRatner Advisory &
Capital Group, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
GlassRatner may be reached at:
Richard Peil
GlassRatner Advisory & Capital Group, LLC
2355 East Camelback Road, Suite 88
Phoenix, AZ 85016
Tel: (602) 635-1366
Mobile: (480) 442-8089
E-mail: rpeil@glassratner.com
About All Resort Group
All Resort Group, Inc. -- http://www.allresort.com/-- is a
diversified transportation services company providing a variety of
types of transportation services to both the general public and
corporate customer through its fleet of SUVs, sedans, private vans,
and stretch conversion vehicles. It also provides transportation
services to larger groups traveling to a single destination such as
business conferences, tours or large gatherings using motor coaches
and mini buses. In addition, it provides shuttle services to
employees at the Rio Tinto Kennecott Mine.
The Debtor filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-23687) on April 28, 2017. J.L. Killingsworth, president, signed
the petition. At the time of the filing, the Debtor estimated
assets and debt at $10 million to $50 million.
The case is assigned to Judge R. Kimball Mosier. Anna W. Drake,
Esq., at Anna W. Drake, P.C., represents the Debtor as bankruptcy
counsel. The Debtor hired GlassRatner Advisory & Capital Group,
LLC, as its financial advisor.
On May 19, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee proposed
to hire Snell & Wilmer LLP as counsel.
AMERICAN DENTAL: Hires Christopher S. Moffitt as Attorney
---------------------------------------------------------
American Dental Associates, PLLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ the
Law Offices of Christopher S. Moffitt as attorney.
The Debtor requires Moffitt to render general representation of the
Debtor as may be necessary.
The Debtor will compensate Moffitt at $450 per hour.
Christopher S. Moffitt, Esq., principal attorney of the Law Offices
of Christopher S. Moffitt, assured the Court that the firm does not
represent any interest adverse to the Debtor and its estates.
Moffitt may be reached at:
Christopher S. Moffitt, Esq.
Law Offices of Christopher S. Moffitt
218 North Lee Street
Alexandria, VA 22314
Tel: 703-683-0075
Fax: 703-997-8430
About American Dental Associates, PLLC
American Dental Associates, PLLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D.Va. Case No. 17-12155) on June 23, 2017.
Christopher S. Moffitt, Esq., at the Law Offices of Christopher S.
Moffitt serves as bankruptcy counsel.
The Debtor's assets and liabilities are both below $1 million.
AMERICAN ROCK: Moody's Lowers Corporate Family Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) of American Rock Salt Company LLC's to B3 from B2 and the
probability of default rating (PDR) to B3-PD from B2-PD. Moody's
also assigned a B3 rating to the new $510 million senior secured
first-lien term loan due 2024. The proceeds of the proposed
first-lien term loan, and $17 million of cash on hand, will be used
to refinance existing first-lien term loan of $428 million, to
provide a distribution to American Rock Salt Holdings LLC and to
pay related transaction fees. The outlook on all ratings is stable.
The ratings on the existing term loan will be withdrawn after the
transaction closes.
"The downgrade reflects expectations that following the proposed
dividend recapitalization leverage could rise as high as 10 times
during a mild winter," said analyst Anastasija Johnson. "In
addition, with most cash flow historically distributed to owners
Moody's does not anticipates significant debt paydown over the
rating horizon."
Downgrades:
Issuer: American Rock Salt Company LLC
-- Corporate Family Rating, Downgraded to B3 from B2
-- Probability of Default Rating, Downgraded to B3-PD from B2-PD
Assignments:
-- Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4)
Outlook Actions:
-- Outlook, Remains Stable
RATINGS RATIONALE
American Rock Salt's B3 corporate family rating (CFR) reflects high
leverage, limited scale with a single mine and weather-dependent
business model that results in volatile credit metrics and cash
flow generation. Pro forma for dividend recapitalization, debt to
EBITDA as adjusted by Moody's is approximately 6.7 times in the
twelve months ended March 31, 2017. This figure takes into account
a change in the company's structure that will eliminate an annual
royalty fee related to the acquisition of mineral rights (2.5% of
the gross income from the mine) to a separate entity, increasing
the company's EBITDA by $3.4 million in the twelve months ended
March 31, 2017. The company also had a skip incident which resulted
in additional costs and lost business in the first two quarters of
fiscal 2017. With repairs completed, the company expects to recover
costs through insurance. Despite these improvements in base level
of earnings, higher debt level as a result of the proposed
transaction will increase projected leverage during a mild (trough)
winter to about 10x, leading to the downgrade.
Although the company generates strong cash flow from operations,
most of it has historically been distributed to shareholders and
Moody's does not expects significant debt paydown other than the
required amortization and excess cash flow sweeps. The company
benefits from high barriers to entry in rock salt mining and cost
advantages in the company's primary markets in western and central
New York and Pennsylvania due to its relatively new mine near
Rochester, NY, and access to truck and rail transportation.
Additionally, there is a lack of economical alternatives for rock
salt and demand is steady over the long-term. The rating also
reflects adequate liquidity and expectations that the owners would
support the company's liquidity during period of exceptionally weak
snowfall (e.g. two or more consecutive warm winters).
The stable outlook reflects Moody's expectations that weaker prices
following two consecutive mild winters will limit EBITDA
improvement in fiscal 2018 even if volumes recover, with leverage
remaining above 6 times.
Moody's could upgrade the ratings if the company pays down debt so
that in mild winter conditions leverage does not exceed 7.5 times
and interest coverage is 2 times, the company maintains good
liquidity and a conservative financial policy (i.e. does not
continually dividend out excess cash or lever up to take advantage
of improved earnings).
Moody's could downgrade the rating if in mild winter conditions
leverage exceeds 10 times, interest coverage falls below 1.25 times
and sustained liquidity (cash and revolver availability) declines
below $30 million. Moody's could also downgrade the rating if the
company undertakes a large debt-financed acquisition or another
dividend recapitalization.
American Rock Salt is expected to have adequate liquidity to
support operations for at least the next four quarters. Moody's
anticipate positive cash flow from operations on an annual basis,
but expect significant quarterly variation due to the seasonality
of the salt business and need to build up inventories in advance of
the selling season. The company builds cash on the balance sheet in
the first calendar quarter and uses most of its cash in the third
and fourth calendar quarters. Moody's expect the company will rely
on its retained cash and the proposed $60 million asset-based
revolving credit facility due 2022 (unrated) to fund inventory
build before collecting significant cash in the first calendar
quarter of the year. The revolver availability steps down to $30
million from March to August each year. The company is not expected
to draw on its revolver at the end of transaction. The company has
annual amortization payments of approximately $5.10 million. The
revolver contains a springing fixed charge coverage ratio test if
revolver excess availability is less than 10% of the borrowing
base. Moody's do not expect the covenant will be triggered over the
next four quarters.
The $510 million senior secured first lien term loan due 2024 is
rated B3, on par with the B3 CFR, reflecting its first priority
lien on all fixed domestic assets. The capital structure also
includes a $60 million asset-based revolver due 2022 (unrated) that
has a first priority lien on current assets. The senior secured
term loan benefits from a first priority lien on all fixed domestic
assets. The term loan is guaranteed by all material domestic
subsidiaries of the borrower American Rock Salt Company LLC .
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
American Rock Salt Company LLC produces highway deicing rock salt.
The company operates a single mine in upstate New York and sells
primarily to state and local government agencies in the
northeastern United States. The firm is a wholly-owned subsidiary
of American Rock Salt Holdings LLC, which is closely-held by
private investors including some members of management.
Headquartered in Retsof, N.Y., American Rock Salt generated
approximately $200 million in revenue for the twelve months ended
March 31, 2017.
AMERICAN SEAFOODS: Moody's Hikes CFR to B2; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded American Seafoods Group LLC's
(ASG) Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to B2 from B3 and to B2-PD from B3-PD, respectively.
At the same time, Moody's assigned a B1 rating to the company's
newly proposed first lien senior secured credit facilities, which
will consist of a 5 year $60 million revolving credit facility and
a 6 year $565 million term loan B. Moody's also assigned a Caa1
rating to the company's newly proposed 6.5 year $150 million second
lien senior secured term loan. The rating outlook is stable.
Moody's plans to withdraw the ratings on the company's existing
debt obligations that are being refinanced following the close of
this transaction.
Proceeds from the first and second lien term loans together with
roughly $20 million of revolver borrowings and less than $1 million
of balance sheet cash will be used to repay roughly $712 million of
the company's existing debt, fund roughly $1 million of breakage
costs on the portion of the existing second lien term loan that is
not rolling, and pay $22.3 million of estimated fees and expenses
associated with the transaction.
The one notch upgrade of ASG's CFR to B2 from B3 reflects Moody's
expectation that the company's credit metrics, which have improved
since the August 2015 recapitalization of the company's balance
sheet, will continue to strengthen over the next few years. Pro
forma for the proposed refinancing, the company's debt leverage as
measured by debt-to-EBITDA was approximately 6.1 times for the
twelve month period ended March 31, 2017 (all metrics are Moody's
adjusted unless otherwise stated). This represents improvement from
roughly 6.8 times at the time of the recapitalization (pro forma
for the twelve months ended June 30, 2015). The rating agency
anticipates the company will deleverage to roughly 5.7 times over
the next 12 to 18 months, primarily via debt repayment and to a
lesser extent from profitability growth. The refinancing is
expected to lower the company's cost of capital and reduce its cash
interest expense by roughly $5 to $7 million annually, which will
strengthen free cash flow generation going forward. Also, the first
and second lien term loans are expected to contain an excess cash
flow sweep with annual step downs based on certain leverage targets
that will hasten deleveraging over time.
"American Seafoods' proposed refinancing will benefit the company
by lowering its cost of capital while pushing out its debt
maturities" said Brian Silver, Vice President and Moody's lead
analyst for American Seafoods Group. "Although Moody's views the
transaction favorably, the presence of new senior management adds
some uncertainty with respect to financial policy and the strategic
direction of the company. As such, it remains to be seen how ASG
will grow its top-line and profitability going forward after taking
into consideration an effective cap on the company's volumes via
federally mandated total allowable catch limits together with the
company's high dependence on favorable fish prices in the
marketplace" added Silver.
The following ratings have been assigned to American Seafoods Group
LLC (subject to final documentation):
New $60 million senior secured first lien revolving credit
facility maturing 2022 rated B1 (LGD3);
New $565 million senior secured first lien term loan B due 2023
rated B1 (LGD3);
New $150 million senior secured second lien term loan due 2024
rated Caa1 (LGD5).
The following ratings have been upgraded at American Seafoods Group
LLC (subject to final documentation):
Corporate Family Rating to B2 from B3;
Probability of Default Rating to B2-PD from B3-PD.
The following ratings will be withdrawn at American Seafoods Group
LLC following the close of this transaction (subject to final
documentation):
$60 million senior secured first lien revolving credit facility
maturing August 2021 rated B2 (LGD3);
$540 million senior secured first lien term loan due August 2021
rated B2 (LGD3);
$200 million senior secured second lien term loan due February
2022 rated Caa2 (LGD5).
The ratings outlook remains stable.
RATINGS RATIONALE
ASG's B2 Corporate Family Rating reflects the company's high debt
leverage, moderate interest coverage, and potentially volatile
earnings and cash flows. Operating performance is susceptible to a
number of factors, many of which are beyond the control of
management, including the maximum annual US Bering Sea Pollock
fishery total allowable catch (TAC), market pricing of fish
products, peak season fishing conditions, fuel price movements and
foreign currency exposure. Also, new senior management at the
company introduces some uncertainty with respect to financial
policy and the strategic direction of the company. These factors
are offset in part by the company's relatively high operating
margins, protected market position and high barriers to entry.
ASG's market position and high barriers to entry have been
established by the American Fisheries Act (AFA) and the resulting
cooperative agreements, which provides ASG's catcher-processor (CP)
vessels an annual allocation of the US Bering Sea Pollock fishery
TAC, while also preventing the entry of additional vessels which
could lead to overfishing and subsequent degradation of the
fishery's sustainability. Although ASG's leverage is high, some of
the risk is mitigated by the value of the company's fleet, its
fishing rights, and the currently favorable regulatory environment.
ASG's liquidity will be adequate over the next twelve months,
supported by Moody's expectation for positive free cash flow
generation and access to its $60 million revolving credit facility,
somewhat offset by limited cash balances and a high degree of
seasonality in cash flow generation.
The stable outlook reflects Moody's expectation that ASG will grow
its revenues and EBITDA moderately over the next 12 to 18 months,
despite inherent market price volatility for the company's
products, and that it will use much of its free cash flow
generation for debt repayment.
The ratings for ASG could be upgraded if debt leverage as measured
by debt-to-EBITDA improves and is sustained below 4.5 times and
interest coverage as measured by EBITA-to-interest improves and is
sustained above 2.0 times. Also, the company must improve its
liquidity profile by reducing revolver reliance prior to upward
rating consideration. Alternatively, the ratings could be
downgraded if debt leverage increases and is sustained above 6.5
times and interest coverage weakens and falls below 1.0 time. Also,
if the company's total available liquidity falls below $20 million,
or if it pursues leveraged acquisitions or shareholder returns, the
ratings could be downgraded.
The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in June 2017.
ASG Consolidated LLC (Consolidated), together with American
Seafoods Group LLC (Group) and its subsidiaries (ASG), is
understood to be the largest harvester of fish for human
consumption in the US in terms of volume. The company harvests and
processes a variety of fish species aboard sophisticated
catcher-processor vessels. ASG is believed to be the largest
harvester and at-sea processor of Pollock and Pacific whiting
(Hake) in the US. In April 2017 Kloosterboer Dutch Harbor (KDH), a
port and cold storage facility located in Dutch Harbor, Alaska
redeemed its 25% minority interest and is now a wholly owned
subsidiary of Consolidated, and upon completion of the refinancing
KDH will become a wholly owned subsidiary of Group. All of the
company's debt was recapitalized in August 2015 by an affiliate of
PE firm Bregal Partners and other co-investors. ASG generated
revenues for the twelve months ended March 31, 2017 of
approximately $385 million.
AMERICAN SEAFOODS: S&P Gives B- Ratings to $775MM Secured Loans
---------------------------------------------------------------
S&P Global Ratings assigned ratings to American Seafoods Group
LLC's new senior secured credit facilities, comprising a $60
million revolver, $565 million first-lien term loan, and a $150
million second-lien term loan. S&P said, "We assigned a 'BB-' issue
rating to the revolver and first-lien term loan, with a recovery
rating of '1', indicating our expectation for very high recovery
(90%-100%, rounded estimate 95%) of principal and prepetition
interest in the event of a payment default. At the same time, we
assigned a 'B-' issue rating to the second-lien term loan, with a
recovery rating of '5', indicating our expectation for a modest
recovery (10%-30%, rounded estimate 25%) of principal in the event
of a payment default."
The new facility is part of a refinancing that will increase the
size of the first-lien term loan by about $68 million and reduce
the second-lien term loan by $50 million, reduce interest costs,
improve pricing, and extend the maturity of the facilities an
additional one to two years. The proceeds from the new facilities
will be used to pay down the existing facilities.
S&P said, "We will withdraw the ratings on the existing revolver
and term loans following the completion of this transaction. At the
same time, we will withdraw our ratings on parent company ASG
Consolidated LLC, as marine warehousing and docking facility KDH
will become part of ASG Parent LLC, where financials are received.
KDH's asset valuation and profit contributions are now consolidated
into ASG Parent's credit and recovery analysis."
ASG Parent had approximately $711 million of reported debt
outstanding as of March 31, 2017, and S&P expects debt/EBITDA will
remain below 6x.
RATINGS LIST
ASG Parent, LLC
Corporate Credit Rating B/Stable/--
New Ratings
American Seafoods Group LLC
Senior Secured
$60 mil revolver due 2022 BB-
Recovery Rating 1(95%)
$565 mil 1st-lien term loan due 2023 BB-
Recovery Rating 1(95%)
$150 mil 2nd-lien term loan due 2024 B-
Recovery Rating 5(25%)
ANGELITA TRANSIT: Hires Wisdom Professionals as Accountant
----------------------------------------------------------
Angelita Transit Inc., seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Wisdom
Professionals Services, Inc., as accountant.
The Debtor requires Wisdom Professionals to:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports for the Debtor of this
case.
The Debtor agreed to compensate the Wisdom Professionals at the
rate of $300 per hour.
The Wisdom Professionals received an initial retainer fee in the
amount of $1,000 prior to filing. They will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Michael Shtarkman, CPA, an accountant with Wisdom Professionals
Services Inc., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
The Wisdom Professionals may be reached at:
Michael Shtarkman, CPA
Wisdom Professionals Services Inc.
2546 E 17th Street, 2nd Floor
Brooklyn, NY 11235
Tel: 718-554-6672
About Angelita Transit Inc.
Angelita Transit Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y.. Case No. 17-43080) on June 14, 2017. The Hon.
Carla E. Craig presides over the case. Law Offices of Alla Kachan,
PC represents the Debtor as counsel.
The Debtor disclosed scheduled assets of $5,337 and total
liabilities of $$1.50 million. The petition was signed by Fima
Podvisoky, president.
APOLLO ENDOSURGERY: Amends 3.5 Million Shares Prospectus with SEC
-----------------------------------------------------------------
Apollo Endosurgery, Inc., filed with the Securities and Exchange
Commission an amendment No. 1 to its Form S-1 registration
statement relating to the offering 3,500,000 shares of its common
stock (assuming a public offering price of $7.45 per share, the
last reported sale price of the Company's common stock on the
NASDAQ Global Market on July 10, 2017).
The final public offering price will be determined through
negotiation between the Company and the lead underwriters in the
offering and the recent market price used throughout this
prospectus may not be indicative of the final offering price.
The Company's common stock is listed on the NASDAQ Global Market
under the symbol "APEN." On July 10, 2017, the last reported sale
price of the Company's common stock was $7.45 per share.
A full-text copy of the amended prospectus is available at:
https://is.gd/NbyCgX
About Apollo Endosurgery, Inc.
Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 600 million people
globally, as well as other gastrointestinal disorders. Apollo's
device based therapies are an alternative to invasive surgical
procedures, thus lowering complication rates and reducing total
healthcare costs. Apollo's products are offered in over 80
countries today. Apollo's common stock is traded on NASDAQ Global
Market under the symbol "APEN".
On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath. At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.
Apollo Endosurgery reported a net loss attributable to common
stockholders of $41.16 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of
$36.38 million for the year ended Dec. 31, 2015. As of March 31,
2017, Apollo Endosurgery had $88.57 million in total assets, $54.10
million in total liabilities and $34.47 million in total
stockholders' equity.
The Company has experienced significant losses and cumulative
negative cash flows from operations since its inception and has an
accumulated deficit of $157.9 million as of March 31, 2017. From
its inception, the Company has financed its operations primarily
through private equity offerings and issuance of debt instruments.
"As of March 31, 2017, we had cash, cash equivalents and restricted
cash balances totaling $9.2 million. We believe our existing cash
and cash equivalents and product revenues will be sufficient to
meet our liquidity and capital requirements through at least the
end of 2017. Any future capital requirements will depend on many
factors including market acceptance of our products, the cost of
our research and development activities, the cost and timing of
additional regulatory clearances or approvals and the costs of
establishing additional sales, marketing and distribution
capabilities. We may be required to seek additional equity or debt
financing. In the event that additional financing is required from
outside sources, we may not be able to raise it on terms acceptable
to us or at all. If we are unable to raise additional capital when
desired, our business, operating results and financial condition
could be adversely affected," the Company stated in its quarterly
report for the period ended March 31, 2017.
APOLLO ENDOSURGERY: Estimates GAAP Revenue of $16.9M-$17.1M for Q2
------------------------------------------------------------------
Apollo Endosurgery, Inc., announced preliminary unaudited financial
expectations for the three months ended June 30, 2017, including
preliminary revenue and operating loss estimates and expected cash
balance.
* Total GAAP revenue is estimated to be in the range of $16.9
million to $17.1 million for the three months ended June 30,
2017, compared to total GAAP revenue of $17.3 million in the
same period in 2016, representing a decrease of 1% to 2%.
Total GAAP revenue included $0.3 million of U.S. Orbera
starter kit sales in the quarter ended June 30, 2017,
compared to $1.1 million in starter kit sales in the same
period in 2016, which was a very active quarter for U.S.
physician training for Orbera following the product's August
2015 FDA approval. After adjusting for sales of U.S. Orbera
starter kits, total non-GAAP revenue is estimated to be in
the range of $16.6 million to $16.8 million for the three
months ended June 30, 2017, compared to $16.2 million in the
same period in 2016, representing an increase of 2% to 4%.
* Total GAAP Endo-Bariatric product sales is estimated to be in
the range of $9.4 million to $9.5 million for the three
months ended June 30, 2017, compared to $8.4 million in the
same period in 2016, representing an increase of 12% to 13%.
Total GAAP Endo-Bariatric product sales for the three months
ended June 30, 2017 and June 30, 2016, includes U.S. Orbera
starter kit sales of $0.3 million and $1.1 million,
respectively. Excluding these starter kit sales, total
Adjusted Endo-Bariatric product sales increased 25% to 26%
over the same period in 2016.
* Total GAAP surgical product sales is estimated to be in the
range of $7.3 million to $7.4 million for the three months
ended June 30, 2017, compared to $8.8 million in the same
period in 2016, representing a decrease of 16% to 17%.
* Total GAAP operating loss is estimated to be in the range of
$5.5 million to $6.0 million for the three months ended
June 30, 2017, compared to $6.3 million in the same period in
2016, including depreciation and amortization expenses of
$2.5 million and $2.3 million, respectively.
* Total cash, cash equivalents and restricted cash is estimated
to be $6.2 million as of June 30, 2017.
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 600 million people
globally, as well as other gastrointestinal disorders. Apollo's
device based therapies are an alternative to invasive surgical
procedures, thus lowering complication rates and reducing total
healthcare costs. Apollo's products are offered in over 80
countries today. Apollo's common stock is traded on NASDAQ Global
Market under the symbol "APEN".
On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath. At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.
Apollo Endosurgery reported a net loss attributable to common
stockholders of $41.16 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of
$36.38 million for the year ended Dec. 31, 2015. As of March 31,
2017, Apollo Endosurgery had $88.57 million in total assets, $54.10
million in total liabilities and $34.47 million in total
stockholders' equity.
The Company has experienced significant losses and cumulative
negative cash flows from operations since its inception and has an
accumulated deficit of $157.9 million as of March 31, 2017. From
its inception, the Company has financed its operations primarily
through private equity offerings and issuance of debt instruments.
"As of March 31, 2017, we had cash, cash equivalents and restricted
cash balances totaling $9.2 million. We believe our existing cash
and cash equivalents and product revenues will be sufficient to
meet our liquidity and capital requirements through at least the
end of 2017. Any future capital requirements will depend on many
factors including market acceptance of our products, the cost of
our research and development activities, the cost and timing of
additional regulatory clearances or approvals and the costs of
establishing additional sales, marketing and distribution
capabilities. We may be required to seek additional equity or debt
financing. In the event that additional financing is required from
outside sources, we may not be able to raise it on terms acceptable
to us or at all. If we are unable to raise additional capital when
desired, our business, operating results and financial condition
could be adversely affected," the Company stated in its quarterly
report for the period ended March 31, 2017.
APTOS INC: Moody's Revises Outlook to Stable; Affirms B3 CFR
------------------------------------------------------------
Moody's Investors Service affirmed Aptos, Inc.'s B3 Corporate
Family Rating (CFR) and revised the ratings outlook to stable from
positive. Concurrently, Moody's affirmed the company's B3-PD
Probability of Default Rating and the B3 on its $225 million first
lien term loan. Moody's also assigned a Ba3 rating to the company's
$15 million super priority revolving credit facility.
The change in outlook to stable reflects Aptos' weaker than
expected operating performance and Moody's expectations of slower
deleveraging over the next 12-18 months. Moody's expects Aptos to
generate modest free cash flow over the next 12 months and
prioritize its cash flows towards potential tuck-in acquisitions,
which will inhibit the company's ability to materially reduce its
high leverage to below 5.5 times.
Moody's took the following rating actions on Aptos, Inc.:
-- Corporate Family Rating, affirmed at B3
-- Probability of Default Rating, affirmed at B3-PD
-- $225 million senior secured first lien term loan due 2022,
affirmed at B3 (LGD4)
-- $15 million senior secured first lien revolving credit
facility due 2021, assigned Ba3 (LGD1)
-- Outlook revised to stable from positive
RATINGS RATIONALE
Aptos' B3 CFR reflects its high debt-to-EBITDA leverage (Moody's
adjusted), small scale and aggressive acquisition growth strategy
that relies on incremental debt issuance. Moody's estimates Aptos'
debt-to-EBITDA (Moody's adjusted) at approximately 6.3 times as of
twelve months ended March 31, 2017. The rating also considers the
highly competitive nature of the enterprise software market, the
company's niche position as a provider of retail software and
hardware solutions to mid-market and large specialty retailers, and
the risk of potential disruptions from headwinds in the retail
industry. Within its narrow market focus, Aptos competes against
large players, such as Oracle Micros, Manhattan Associates, and
JDA. At the same time, Aptos' credit profile benefits from its
leading market position in the niche retail enterprise software
market, geographic diversification with deployments to 48
countries, and high customer renewal rates. Aptos' recurring
maintenance and subscription revenues is approximately 50%, a level
that is below that of many rated enterprise software companies but
which nevertheless provide good revenue and operating cash flow
stability.
The stable rating outlook reflects Moody's view that the company's
credit metrics will gradually improve over the next 12-18 months,
such that debt-to-EBITDA (Moody's adjusted) will trend towards 5.5
times. Moody's also anticipates that Aptos will maintain at least
adequate liquidity including free cash flow-to-debt in the
mid-single digits.
Given Aptos' small scale and relatively high proportion of hardware
and professional service revenues compared to many rated enterprise
software peers, upgrade leverage hurdles are tighter than for many
other B3 rated enterprise software companies. The ratings could be
upgraded if debt-to-EBITDA (Moody's adjusted) is expected to remain
consistently under 5.5 times and free cash flow to debt greater
than 7%.
The ratings could be downgraded if Aptos faces top-line and
earnings pressure such that debt-to-EBITDA (Moody's adjusted) is
sustained above 7.0 times, or liquidity deteriorates, including
increased revolver usage or an inability to sustain positive free
cash flow generation.
Aptos, Inc. (formerly Retail Solutions Group, Inc. or Epicor RSG)
is a leading provider of retail software solutions including point
of sale software for mid-market retailers. RSG has been owned by
private equity group Apax Partners since 2011. Prior to 2015, Aptos
was a business unit of Epicor Software Corporation.
The principal methodology used in these ratings was Software
Industry published in December 2015.
AQUA LIFE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Aqua Life Corp.
dba Pinch-A-Penny043
dba Pinch-A-Penny #43
11035 Bird Road
Miami, FL 33165
Case No.: 17-15918
About the Debtor: The Debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Robert A Mark
Debtor's Counsel: Jacqueline Calderin, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key Drive #300
Miami, FL 33131
Tel: 305.722.2002
Fax: 305.722.2001
E-mail: jc@ecclegal.com
- and -
Tamara Van Heel, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key # 300
Miami, FL 33131
Tel: 305-722-2002
E-mail: tvh@ecclegal.com
Estimated Assets: $1.07 million as of May 10, 2017
Estimated Liabilities: $2.49 million as of May 10, 2017
The petition was signed by Raymond E. Ibarra, vice president.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at http://bankrupt.com/misc/flsb17-15819.pdf
ARCHDIOCESE OF SAINT PAUL: Hires CliftonLarsonAllen as Accountant
-----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis, seeks authority from
the U.S. Bankruptcy Court for the District of Minnesota to employ
CliftonLarsonAllen LLP, as accountant to the Debtor.
The Archdiocese of Saint Paul requires CliftonLarsonAllen to
perform accounting services for the fiscal year ended June 30,
2017, including to:
a. provide services related to bank, savings, investments and
outside trust account of the Debtor;
b. assist in the Debtor's receivables, cash receipts and
revenue, legal retainers, cash disbursements, payroll,
accounts payable or accrued expenses; and
c. assist in the preparation of financial report and journal
entries.
CliftonLarsonAllen will be paid a fee of $12,500 to perform the
accounting services for the fiscal year ended June 30, 2017.
CliftonLarsonAllen will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Harold Parsons, principal of CliftonLarsonAllen LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
CliftonLarsonAllen can be reached at:
Harold Parsons
CLIFTONLARSONALLEN LLP
220 South Sixth Street, Suite 300
Minneapolis, MN 55402-1436
Tel: (612) 376-4500
Fax: (612) 376-4850
About The Archdiocese of Saint
Paul and Minneapolis
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000 Catholic
individuals in the region. These individuals and parishes are
served by 3,999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC dba Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors. Ginny Dwyer was appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
Other dioceses across the county have commenced Chapter 11
bankruptcy cases to address and settle claims from current and
former parishioners who say they were sexually molested by priests.
ARUBA PETROLEUM: Ox Lease Bank IV to Get One-Time Payment of $1MM
-----------------------------------------------------------------
Aruba Petroleum Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Texas an amended disclosure statement dated
July 5, 2017, referring to the Debtor's amended plan of
reorganization dated July 3, 2017.
The Class 6 Allowed Claim of Ox Lease Bank are impaired and will be
satisfied as follows:
a. on July 1, 2014, the Debtor entered into a definitive
agreement with Ox Lease Bank V, LP. The Agreement
provided that the Ox V would provide the Debtor funds for
the Debtor to purchase certain oil & gas leases which
would be assigned to Ox V and which the Debtor would re-
obtain upon payment of the funds lent plus 12%. As of the
Petition Date the amount owed Ox V is $2,834,832. The
Debtor will repay OX V as follows: $300,000 in the
Effective Date and the Debtor will execute a promissory
note in the amount of $2,500,000 payable in five equal
annual payments of $500,000 each commencing one year from
the Effective Date. Pursuant to the agreement with Ox V,
Ox V will retain its 1% overriding royalty interest on all
the leasehold interest subject to the definitive
agreement; and
b. on April 12, 2012, the Debtor entered into a definitive
agreement with Ox Lease Bank IV, LP. The agreement
provided that the Ox IV would provide the Debtor funds for
the Debtor to purchase certain oil & gas leases which
would be assigned to Ox IV and which the Debtor would re-
obtain upon payment of the funds lent plus 12%. As of the
Petition Date the amount owed Ox IV is $1,508,672. The
Debtor will repay OX IV a one-time payment on the
Effective Date of $1,000,000 in full satisfaction of the
Ox IV claim. Pursuant to the agreement with Ox IV, Ox IV
Has retained its 1% overriding royalty interest on all the
leasehold interest subject to the Definitive Agreement.
The Class 6 claimants are impaired under the Plan.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txeb16-42121-164.pdf
As reported by the Troubled Company Reporter on June 5, 2017, the
Debtor filed with the Court a disclosure statement dated May 22,
2017, referring to the Debtor's plan of reorganization dated
May 22, 2017. Class 7 Allowed Unsecured Claims of Non-Litigation
Claimants will be paid in full in two equal monthly installments
commencing on the Effective Date.
About Aruba Petroleum
Aruba Petroleum, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42121) on Nov. 22,
2016. The petition was signed by James Poston, president. At the
time of the filing, the Debtor disclosed liabilities totaling $4.67
million.
Eric A. Liepins, P.C., serves as lead counsel to the Debtor. Ben
K. Barron, Esq., of the Law Office of Ben Barron and Keith Bradley,
Esq., of Bradley Law Firm, serve as special counsel to the Debtor.
ASG TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned to ASG Technologies Group, Inc.
("ASG") a B2 Corporate Family Rating (CFR), B3-PD Probability of
Default Rating and a B2 rating to the company's proposed $325
million of first lien credit facilities. The ratings have a stable
outlook. The company plans to use the proceeds from the term loan
and a portion of cash on hand to refinance existing indebtedness.
RATINGS RATIONALE
ASG's B2 CFR is characterized by its limited portfolio of niche
software products, small operating scale relative to its main
competitors, its highly competitive markets and short track record
of organic growth after emerging from a bankruptcy in May 2015. In
addition, ASG derives a significant share of its revenues from
software for the mature mainframe systems market. Moody's
recognizes ASG's operational transformation under its new
management team. Software license sales have strongly rebounded in
the last 12 months driven by good sales execution under the new
leadership and strategic R&D investments. Adjusted EBITDA margins
have improved to the low 30% (excluding certain non-recurring items
and as reported by the company) following cost rationalization
undertaken over the last two years. Moody's expects ASG to generate
organic revenue growth of at least 2% to 3% over the next 12 to 18
months primarily driven by the growth in its Enterprise Content
Management products, partially offset by the modest declines in
Systems Management software revenues. There is potential upside to
revenue growth if the company successfully executes its strategy to
grow its Data Intelligence and Workspace product offerings. The
rating is supported by ASG's high proportion of recurring software
maintenance revenues and Moody's expectations for free cash flow of
approximately 10% of total debt over the next 12 to 18 months. Pro
forma for the recapitalization, Moody's estimates ASG's leverage
(total debt to LTM 1Q 2017 adjusted EBITDA) will be approximately
4.8x. Assuming no increase in debt, Moody's expects leverage to
decline to the low 4x by year-end 2018. ASG will have good
liquidity comprising cash balances, free cash flow and availability
under a $25 million revolving line of credit. ASG's moderately high
leverage and good liquidity provide the flexibility to invest in
the business and make small acquisitions to augment organic
growth.
The stable rating outlook reflects Moody's expectations for organic
revenue growth of at least low single digits and free cash flow of
approximately 10% of total debt.
Moody's could upgrade ASG's ratings if product revenues become more
diversified and it demonstrates a track record of sustained
earnings growth. The rating could be upgraded if Moody's expects
ASG to pursue conservative financial policies and maintain total
debt to EBITDA below 5x. Moody's could downgrade ASG's ratings if
operating challenges or increase in debt to finance acquisitions or
dividends cause total debt to EBITDA to increase above 6.5x or free
cash flow-to-debt falls below 5%.
Moody's assigned the following ratings:
Issuer: ASG Technologies Group, Inc.
Corporate Family Rating -- B2
Probability of Default Rating -- B3-PD
-- $25 million senior secured revolving credit facility -- B2
(LGD 3)
-- $300 million senior secured term loan facility -- B2 (LGD 3)
Outlook -- Stable
ASG Technologies Group, Inc. is a provider of Enterprise Content
Management, Systems Management, Data Intelligence, and Digital
Workspaces enteprise software products and services. In April and
May 2017, Evergreen Coast Capital Corporation and Kohlberg Kravis
Roberts & Co., L.P. acquired about 49% of equity interest in ASG.
The principal methodology used in these ratings was Software
Industry published in December 2015.
ASG TECHNOLOGIES: S&P Assigns B Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Naples, Fla.-based ASG Technologies Group Inc. The outlook is
stable.
At the same time, S&P said assigned its 'B' issue-level and '3'
recovery ratings to the company's proposed $325 million first-lien
credit facilities, which consist of a $300 million first-lien term
loan and a $25 million revolver (undrawn at close). The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery for lenders in the event
of a payment default.
The 'B' corporate credit rating reflects the company's small scale
and niche focus in a content management and mainframe systems
management market with competition from larger and more diversified
players including BMC Software, CA Technologies, and IBM. S&P
said, " Furthermore, we believe that ASG has limited capability to
navigate a technological landscape that is increasingly focused on
cloud delivery models. Although ASG has successfully grown revenues
at above-market rates over the past year, due in large part to
changes implemented by the new management team since the company
emerged from bankruptcy, we forecast that growth will moderate
considerably over the coming year as license revenue growth returns
to historical levels. ASG's maintenance revenues have declined over
the past few years as well due to lower maintenance attach rates
(the ratio of annual prices for software maintenance to the price
of perpetual licenses sold), although declines have begun to
moderate through sales execution improvements and a bolstered sales
pipeline. In our view, maintenance revenues will continue to
stabilize over the next 12 months as the company sells new licenses
with higher maintenance attach rates reflecting incremental
capability and performance coupled with modest annual price
increases. Finally, the rating reflects adjusted leverage in the
low-5x area at transaction close, and our expectation for free cash
flow generation of approximately 5% of the initial debt balance.
"The stable outlook reflects our expectation for continued
operational improvements and stable maintenance revenue over the
next 12 months, such that leverage will remain below the mid-5x
area over the coming year.
"We could lower the rating if maintenance revenues were to decline,
leading to declining profitability and adjusted leverage above the
mid-6x area, or if free operating cash flow as a percentage of debt
is in the low-single-digit range, or lower, on a sustained basis.
"Although unlikely over the next 12 months due to the company's
small scale, we could potentially raise the rating on ASG if the
company is able to significantly increase operating scale by
growing maintenance revenue along with its other business segments,
and commits to and sustains leverage below 5x."
BAILEY'S EXPRESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bailey's Express, Inc.
61 Industrial Park Road
Middletown, CT 06457
Business Description: Bailey's Express --
http://www.baileysxpress.com/-- is a
Connecticut-based less than truckload
carrier. It provides service
across the nation and is dedicated in
helping Connecticut, Massachusetts and Rhode
Island companies market their products
throughout the United States including
Hawaii and Alaska. The Company has
distribution points in Charlotte, Dallas,
Denver, Easton, Fontana, Indianapolis,
Jacksonville, Memphis, Neenah, Phoenix, Salt
Lake City and Toledo. It also provides
service to Mexico, Puerto Rico & Canada.
Chapter 11 Petition Date: July 13, 2017
Case No.: 17-31042
Court: United States Bankruptcy Court
District of Connecticut (New Haven)
Judge: Hon. Ann M. Nevins
Debtor's Counsel: Elizabeth J. Austin, Esq.
PULLMAN & COMLEY, LLC
850 Main Street
P.O. Box 7006
Bridgeport, CT 06601-7006
Tel: (203) 330-2000
E-mail: eaustin@pullcom.com
- and -
Jessica Grossarth Kennedy, Esq.
PULLMAN & COMLEY, LLC
850 Main Street
P.O. Box 7006
Bridgeport, CT 06601-7006
Tel: (203) 330-2215
Fax: 203-257-0993
E-mail: jgrossarth@pullcom.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Allen, chief financial officer.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb17-31042.pdf
BAYTEX ENERGY: S&P Alters Ratings Outlook to Stable
---------------------------------------------------
S&P Global Ratings said it revised its outlook on Calgary,
Alta.-based Baytex Energy Inc. to stable from negative. At the same
time, S&P affirmed its 'BB-' long-term and senior unsecured debt
ratings on Baytex. The '3' recovery rating on the unsecured debt is
unchanged, and reflects S&P's expectation of meaningful (50%-70%;
rounded estimate 65%) recovery in a default scenario.
S&P said, "The outlook revision reflects our view that Baytex
should be able to generate sufficient operating cash flow, relative
to fairly stable debt levels, to ensure its fully adjusted funds
from operations (FFO)-to-debt ratios remain at the upper end of the
12%-20% range, which we deem sufficient to support the 'BB-'
rating.
"Baytex has strengthened its cash flow ratios relative to our
previous forecasts, so the stable outlook reflects our opinion that
the company will maintain its annual and three-year,
weighted-average FFO-to-debt ratios in the 16%-20% range. Baytex's
longstanding adherence to moderate financial policies and intention
to limit capital spending within cash flow generation should ensure
debt levels will be fairly stable during our 2017-2019 cash flow
forecast period.
"Assuming Baytex's business risk profile does not change, a
downgrade could occur if the company's weighted average FFO-to-debt
ratios and its liquidity position weakened from our current
estimates. Specifically, we would lower the rating into the 'B'
category if Baytex's FFO-to-debt ratio fell below 12%, and its
liquidity position deteriorated from our strong assessment.
"An upgrade could occur if Baytex strengthens and maintains its
three-year, weighted-average FFO-to-debt ratio above 20%. Even if
its financial risk profile does not change, we could take a
positive rating action if the company expands the scope of its
operations by increasing its reserves base and daily average
production. We believe the upstream growth required to support a
'BB' rating would be unachievable during our 12-month outlook
period without a material acquisition, so an upgrade would most
likely occur if Baytex consistently generates stronger cash flow
ratios."
BEAULIEU GROUP: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Beaulieu Group, LLC 17-41677
1502 Coronet Drive
Dalton, GA 30722
Beaulieu of America, Inc. 17-41678
Beaulieu Trucking, LLC 17-41680
Business Description: Founded in 1978, Beaulieu --
http://usa.beaulieuflooring.com/-- is a
carpet manufacturer in North America, and is
also engaged in the distribution of carpet
and hard surface flooring products
(including luxury vinyl planks, luxury vinyl
tiles, wood plastic composite, engineered
hardwood, and sheet vinyl) in both
residential and commercial markets in
the United States and many foreign
countries. This resin-to-carpet vertical
integration has provided cost advantages
over competitors who purchase their
materials from third parties. Beaulieu has
eight manufacturing facilities in Georgia
and one in Alabama, and three distribution
facilities in Georgia, California and
Chicago, Illinois. The Debtors' largest
manufacturing and distribution facilities
are in Dalton, Georgia.
Beaulieu America is a non-operating entity
that only holds non-voting units of
Beaulieu. Beaulieu America is a Georgia
corporation whose only shareholders are Carl
M. Bouckaert and Mieke D. Hanssens.
Beaulieu Trucking is also a non-operating
entity that does not have any assets or
employees. It is a Delaware limited
liability company and Beaulieu is the
sole member of Beaulieu Trucking.
Chapter 11 Petition Date: July 16, 2017
Court: United States Bankruptcy Court
Northern District of Georgia (Rome)
Judge: Hon. Mary Grace Diehl
Debtors' Counsel: Ashley Reynolds Ray, Esq.
Robert J. Williamson, Esq.
Matthew W. Levin, Esq.
SCROGGINS & WILLIAMSON, P.C.
One Riverside
4401 Northside Parkway, Suite 450
Atlanta, Georgia 30327
Tel: (404) 893-3880
Fax: (404) 893-3886
Email: rwilliamson@swlawfirm.com
aray@swlawfirm.com
mlevin@swlawfirm.com
centralstation@swlawfirm.com
Debtors'
Special
Corporate
Counsel: McGUIREWOODS LLP
Debtors'
Restructuring
Advisor: ARMORY STRATEGIC PARTNERS
Debtors'
Claims,
Noticing
& Balloting
Agent: AMERICAN LEGAL CLAIM SERVICES, LLC
Website:
https://www.americanlegal.com/beaulieu
Estimated Assets: $100 million to $500 million
Estimated Debts: $100 million to $500 million
The petition was signed by Michael J. Pollard, president. A
full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ganb17-41677.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Auriga Polymers Inc Trade Debt $4,074,258
PO Box 11407
Dept #1783
Birmingham, AL
35246-1783
Steve Landrie
Tel: (864) 579-5348
Email: ar.customer@us.indorama.net
Aladdin Manufacturing Alabama Trade Debt $3,964,494
PO Box 12069
Calhoun, GA 30701
Joey Faircloth
Email: debbie_banks@mohawkind.com
Zhejiang Kingdom Plastics Ind Trade Debt $3,266,376
South Zone Chezi Bridge
Heshan Town
Tongxiarg City
00031-4512
Al Negahban, as agent
Tel: 86571-865-00133
Email: anegahban@beaulieuasia.com
US Floors Inc. Trade Debt $3,055,595
PO Box 100258
Atlanta, GA
Tel: 30384-0258
Pete Dossche
Tel: (800) 250-6690 ext 2123
Email: wsmith@usfloorsllc.om
OMNOVA Solutions Inc. Trade Debt $2,766,594
PO Box 978574
Dallas, TX
Tel: 75397-8574
Jim Vaughn
Tel: (216) 682-7033
Email: cfs@omnova.com
Syntec Industries Inc. Trade Debt $1,735,311
PO Box 11407
Birmingham, AL 35246-1631
Bil Cherry
Tel: (800) 526-8428 ext.14
Email: bcherry@textilemanagement.com
Chem Tech Finishers Inc. Trade Debt $1,476,024
PO Box 2083
1904 S Hamilton St
Dalton, GA
30722-2083
Bill Cherry
Tel: (706) 278-8312
Email: robinwofford@universal-textile.net
Zhejiang Kimay Trade Debt $1,377,765
Building Mat
Technology Co. Ltd
No 380 Haifeng Rd
Zhejiang
Al Negahban, as agent
Tel: 0086-13750776708
Email: anegahban@beaulieuasia.com
Fabric Sources International Trade Debt $1,269,139
PO Box 1345
Dalton, GA 30722
Chris Simuro
Tel: (706) 370-5024
Email: csimuro@buyfsi.com
ART Guild Inc. Trade Debt $1,205,806
300 Wolf Dr
W Deptford, NJ 08086
Robert Levings
Tel: (856) 853-7500 ext.25
Email: bsandone@artguildinc.com
Advanced Color Technologies Trade Debt $1,200,402
Attn: Mona Russell
1400 Tiarco Dr
Dalton, GA 30721
Doug Keener
Tel: (706) 217-8424
Email: dkeener@trcc.com
Solutions Dyed Technologies Inc. Trade Debt $898,371
PO Box 1770
Dalton, GA 30722
Brian Goble
Tel: (706) 639-5673
Email: dcorbin@solutiondyedtech.com
Brauns Express Inc. Trade Debt $841,846
10 Tandem Way
Hopedale, MA
01747
Cindy Normandin
Tel: (508) 473-8405
Email: cnormandin@braunsexpress.com
BASF Corp Trade Debt $833,336
PO Box 360941
Pittsburgh, PA 15251
Mike Crist
Tel: (973) 245-6581
Email: michael.crist@basf.com
Opulent International Group Trade Debt $621,149
No 126 Danuan Rd
Tucheng Dist
New Taipei City 236
Al Negahban, as agent
Tel: 886-2-2268-4666
ext 7306
Email: anegahban@beaulieuasia.com
Reeves Young LLC Trade Debt $603,296
45 Peachtree Ind
Blvd NW Ste 200
Sugar Hill, GA 30518
William Reeves
Tel: (770) 271-1159
Email: jholloway@reevesyoung.com
Tencate Inc. Trade Debt $540,366
PO Box 402732
Atlanta, GA
30384-2732
Rob Block
Tel: (423) 847-8403
Email: r.block@tencate.com
Southeastern Freight Lines Inc. Trad Debt $507,888
PO Box 100104
Columbia, SC
29202-3104
John Peterson
Tel: (803) 939-3357
Email: jpeterson@sefl.com
Sonoco Products Company Inc Trade Debt $489,897
91218
Collections Center DR
David Hungerpiller
Tel: (843) 339-6856
Email: rhonda.tedder@
sonoco.com
Jiangsu Beier Trade Debt $481,971
Decoration Mat
999 Chao Yang Rd
Heng Lin Town
Wu Jin District
Changzhou City 21301
Al Negahban, As
Agent
Tel: 0086-0-0519-
88506622
Email: anegahban@beaulieuasia.com
Royal Adhesives and Sealants Trade Debt $476,541
PO Box 711886
Cincinnati, OH
45271-1886
Wayne Byrne
Tel:(864) 228-1366
Email: donna.may@rascp.com
Box 1 Inc. Trade Debt $452,371
PO Box 882
Dalton, GA 30722
Ricky Dixon
Tel: (706) 217-2691
Email: bambi@box1.net
Xpress Global Systems Trade Debt $449,617
c/o PNC Bank
PO Box 842234
Boston, MA
02284-2234
Darrel Harris
Tel: (423) 510-5554
Email: dcurvin@xgsi.com
Textile Rubber & Chemical Co. Trade Debt $447,367
PO Box 281995
Atlanta, GA 30384
Doug Keener
Tel: (706) 428-7602
Email: remittance@trcc.com
Watkins & Shepard Trucking Inc. Trade Debt $439,109
PO Box 5328
Missoula, MO 59806
Ray Kuntz
Tel: (406) 532-6105
Email: dorothya@wksh.com
Techmer PM LLC Trade Debt $424,678
1 Quality Circle
Clinton, TN 37716
Sam Houston
Tel: (865) 457-6700
Email: lsmith@techmerpm.com
Univex SA Trade Debt $406,154
Carretera Panamericana
KM 306
Salamanca
Guanajuato
36700
Gerardo Reyes
Tel: 5281-838-95012
Email: ngarza@univex.com.mx
Carpet and Rug Institute Trade Debt $384,888
PO Box 2048
Dalton, GA 30722
Jim McCallum
Tel: (706) 428-2111
Email: jyarbrough@
carpet-rug.org
Global Textile Services LLC Trade Debt $383,267
PO Box 188
Dalton, GA 30722-0188
Bill Cherry
Tel: (706) 226-5647
Email: bettylangham@
global-textile.net
KS Consulting Inc. Trade Debt $342,882
164 Pheasant Run
Hoschton, GA
30548
Keith Salsman
Tel: (706) 654-9213
Email: Keithsalsman@windstream.net
BEAULIEU GROUP: Files Chapter 11 Restructuring in Rome, Georgia
---------------------------------------------------------------
Beaulieu Group LLC, doing business as Beaulieu Group LLC, a family
owned flooring company, on July 17, 2017, announced that it has
commenced a formal proceeding to restructure its balance sheet to
better position itself for the future. To facilitate this
restructuring, the company filed voluntary petitions under Chapter
11 in the United States Bankruptcy Court for the Northern District
of Georgia, Rome Division.
The company's existing lenders have agreed to continue to support
the company by providing debtor-in-possession (DIP) financing that
will be combined with its cash from operations to ensure and
support continued business operations.
"Beaulieu family members and our board of managers believe pursuing
a restructuring through chapter 11 is the best path forward at this
time," said Michael Pollard, President of Beaulieu Group LLC. "We
have evaluated alternatives to address Beaulieu's capital
structure, and believe that restructuring through the chapter 11
process will best position all of Beaulieu Group LLC's businesses
for future success."
"This is a necessary process as we continue to execute our
long-term strategic plans for the business. Our business model has
changed with the industry and our client base since our current
capital structure was put into place," continued Pollard. "This
restructuring will allow us to invest in the business going forward
and emerge a stronger organization. W e remain steadfast in our
commitment to our customers and employees throughout this process.
I am confident that we have the talented and committed team capable
of executing the reorganization plan. We appreciate the support of
our vendors and customers as we move through this process."
A copy of the affidavit in support of the first-day motions is
available at:
http://bankrupt.com/misc/BG_18_1st_Day_Affidavit.pdf
About Beaulieu Group
Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens,
Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a
privately-owned American company that manufactures and distributes
high-end quality products in carpet, engineered hardwood, laminate
and luxury vinyl. Beaulieu Group has 2,500 full and part-time
hourly and salaried employees.
On July 16, 2017, Beaulieu Group, LLC, along with the 2 other
debtors, filed voluntary petitions seeking relief under the
provisions of Chapter 11 of the United States Bankruptcy Code
(Bankr. N.D. Ga. Lead Case No. 17-41677). The cases are pending
before the Honorable Judge Mary Grace Diehl. The Debtors continues
to operate their businesses and manage their properties as a
Debtors-in-Possession.
Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel.
McGuireWoods is the special corporate counsel and Armory Strategic
Partners is the restructuring advisor. American Legal Claim
Services, LLC, is the claims and noticing agent and maintains the
Web site https://www.americanlegal.com/beaulieu
BEAULIEU GROUP: Low Sales, Debt Woes Blamed for Chapter 11
----------------------------------------------------------
Beaulieu Group LLC, a family-owned carpet manufacturing business,
has sought Chapter 11 bankruptcy protection due to declining sales
and debt woes.
Beaulieu was founded in 1978 by Carl M. Bouckaert and Mieke D.
Hanssens, and the ownership of the Beaulieu business, including the
Debtors, remains with Mr. Bouckaert, Ms. Hanssens, and their four
adult children.
Approximately 87% of Beaulieu's sales are carpet-related, but hard
surfaces -- including luxury vinyl planks, luxury vinyl tiles, wood
plastic composite, engineered hardwood, and sheet vinyl --
represent a growing part of the business.
Beaulieu has eight manufacturing facilities in Georgia and one in
Alabama, and three distribution facilities in Georgia, California
and Chicago, Illinois. The Debtors' largest manufacturing and
distribution facilities are in Dalton, Georgia.
Prepetition Indebtedness
Revolving Loan Facility. Beaulieu, the financial institutions
party thereto from time to time as lenders, and Bank of America,
N.A., in its capacity as administrative and collateral agent for
the Lender Group are parties to that certain Amended and Restated
Loan and Security Agreement dated October 20, 2011, as amended.
The loans and other extensions of credit under the Revolving Loan
Agreement are guaranteed by Beaulieu America and Beaulieu Trucking.
As security for the indebtedness under the Revolving Loan
Agreement, the Lender Group asserts a first priority lien in the
Debtors' liquid assets, including accounts receivable and
inventory, and a second priority lien in the Debtors' hard assets,
including real estate and equipment. The Revolving Loan Agreement
matured on June 30, 2017 and has been the subject of multiple
forbearance agreements.
As of the Petition Date, the financial institutions in the Lender
Group were Bank of America, PNC Bank, and Synovus Bank; and the
total amount due under the Revolving Loan Agreement was
approximately $51,792,227.00, including $6,574,000.00 in letter of
credit obligations.
Term Loan
Beaulieu and Cygnets, LLC are parties to a Term Loan and Security
Agreement dated October 20, 2011, as amended, pursuant to which
Cygnets extended a $29 million secured loan to Beaulieu.
Cygnets is an entity owned and managed by Mieke D. Hanssens, one of
the founders of the Beaulieu business. As security for the
indebtedness under the Term Loan Agreement, Cygnets asserts a first
priority lien in the Debtors' real estate and equipment, and a
second priority lien in the Debtors' accounts receivable and
inventory. As of the Petition Date, the total amount due under the
Term Loan Agreement was approximately $15,816,000.
Third-Lien Term Loan
Beaulieu and CT Lender, LLC are parties to a Subordinated
Third-Lien Term Loan Promissory Note dated September 1, 2016, as
amended, pursuant to which CT Lender extended a $6 million secured
loan to Beaulieu. CT Lender is an entity owned by The CAMI Trust.
As security for the indebtedness under the Third-Lien Term Loan, CT
Lender asserts that the Third-Lien Term Loan is secured by a third
priority lien in all of the Debtors' assets. As of the Petition
Date, the total amount due under the Third-Lien Term Loan was
approximately $6,000,000.
Unsecured Debt
As of the Petition Date, the Debtors' outstanding accounts payable
were approximately $69,000,000.
Events Leading to Chapter 11 Filing
Michael Pollard, president of Beaulieu Group, explains that while
the carpet industry remains a $10 billion market annually in the
United States, consumer preference has gradually shifted toward
hardwood flooring products. At the same time, competition in the
carpet industry has increased and caused more downward pressure on
pricing. Over the last 10 years, Beaulieu's revenue has declined
from over $1 billion in 2007 to approximately $525 million in 2016,
while its market share has decreased from 7.7% to 4.4%.
Beaulieu remains well positioned to recapture market share by
capitalizing on its vertical integration advantages, national sales
force, long-standing relationships, comprehensive carpet offerings
in the residential and commercial markets, and recent focus on hard
surface flooring.
In 2016, Beaulieu added independent directors to its board of
directors and brought in new senior management to develop a
business turnaround and transformation plan. That included
right-sizing the organization, streamlining plants and operations,
selling non-core assets, and developing new products. Management
has been able to streamline operations, in an effort to generate
cost savings as well as reducing bank debt. Beaulieu remains in
the process of consolidating its manufacturing facilities,
monetizing its PP&E; and right-sizing its production capacity.
Meanwhile, however, Beaulieu's overhead and cost structure, which
had been developed and utilized for a much larger business, still
needs further streamlining and refining for the current business
and operations. Adjusted EBIDTA was negative $16 million in 2016.
Over time, Beaulieu's borrowing base has decreased and it had had
insufficient liquidity to complete its turnaround efforts.
After one or more events of default were declared under the
Revolving Loan Facility, starting in December 2016, Beaulieu
entered into a series of forbearance agreements with the Bank of
America and the Lender Group. From Dec. 16, 2016 through June 30,
2017, the parties executed 7 forbearance agreements, and in
conjunction with these forbearance extensions, the Lenders
increased a block on availability under the borrowing base formula.
The availability block rapidly increased to $20 million on a
revolving loan balance of less than $60 million, which has further
exacerbated the Debtor's liquidity issues.
On June 30, 2017, the Revolving Loan Facility matured. On that
date, the parties executed an eighth forbearance agreement for a
period of two weeks through July 14, 2017. Subsequently, when it
became apparent that the Lender Group would not agree to further
extensions of the forbearance agreement, the Debtors, in
consultation with their advisors, decided to seek relief under
Chapter 11 of the Bankruptcy Code in order to preserve and enhance
the value of their business and assets for their employees,
customers, vendors and other stakeholders. The Debtors are
optimistic that Chapter 11 will allow them time to restructure
their business affairs and pursue one or more strategies for
successful emergence from Chapter 11.
First Day Motions
Mr. Pollard avers that it is imperative the Debtors make a seamless
transition into chapter 11 to preserve the reputation of their
business and the loyalty and goodwill of their customers,
suppliers, and employees. Sales and operations must continue in
the ordinary course of business to preserve the value of the
Debtors' estates. Accordingly, the Debtors have filed a number of
first day motions and applications designed to facilitate their
transition into chapter 11.
A copy of the affidavit in support of the first-day motions is
available at:
http://bankrupt.com/misc/BG_18_1st_Day_Affidavit.pdf
About Beaulieu Group
Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens,
Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a
privately-owned American company that manufactures and distributes
high-end quality products in carpet, engineered hardwood, laminate
and luxury vinyl. Beaulieu Group has 2,500 full and part-time
hourly and salaried employees.
Beaulieu Group, LLC, along with affiliates Beaulieu of America,
Inc., and Beaulieu Trucking, LLC, filed voluntary petitions seeking
relief under the provisions of Chapter 11 of the United States
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July
16, 2017. The cases are pending before the Honorable Judge Mary
Grace Diehl.
The Debtors continue to operate their businesses and manage their
properties as a Debtors-in-Possession.
Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel.
McGuireWoods is the special corporate counsel and Armory Strategic
Partners is the restructuring advisor. American Legal Claim
Services, LLC, is the claims and noticing agent and maintains the
Web site https://www.americanlegal.com/beaulieu
BENNU TITAN: Trustee Sets Bid Procedures for All Assets
-------------------------------------------------------
Gerald H. Schiff, Trustee of Bennu Titan, LLC formerly known as ATP
Titan, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Texas to authorize the bidding procedures in connection
with the sale of substantially all of the assets of the Debtor,
including the Titan platform and the export pipelines, at auction.
Objections, if any, must be filed within 21 days of the date of
service.
The Debtor owns a floating drilling and production platform known
as the "Bennu Titan" and related oil and gas export pipelines,
which are used to produce hydrocarbons in the Gulf of Mexico.
Since its installation in 2009, the Platform has been located on
the Mississippi Canyon lease block number 941 ("MC941") in the
central Gulf of Mexico. The Platform was built by ATP Oil & Gas
Corp. ("ATP") in 2010 at a cost of over $700 million.
In September 2010, ATP entered into a series of transactions with
respect to the Platform. First, ATP contributed the Platform to
its indirect subsidiary, ATP Titan, LLC -- the Debtor in the case.
Second, ATP Titan entered into that certain Term Loan Agreement,
dated as of Sept. 24, 2010 with CLMG Corp., as the Prepetition
Agent, and Beal Bank USA, as the Prepetition Lender ("Prepetition
Secured Parties"), pursuant to which the Prepetition Lender
extended $350 million in principal amount of loans to ATP Titan,
secured by, among other things, the Platform, the Export Pipelines,
and the equity in ATP Titan. Third, ATP and ATP Titan entered into
the Platform Use Agreement, setting forth the terms of ATP's use
and operation of the Platform, which included payments of monthly
fees to ATP Titan, that ATP Titan used, in turn, to service its
payment obligations under the Titan Credit Agreement.
ATP filed for bankruptcy on Aug. 17, 2012. ATP Titan did not file
for bankruptcy at that time. Bennu Oil & Gas, LLC was formed by
certain lenders to ATP as the acquisition vehicle to purchase
substantially all of the assets of ATP ("ATP Sale"). The ATP Sale
to Bennu O&G closed on Nov. 1, 2013. ATP's arrangements related to
the Platform, including the Platform Use Agreement, were preserved
throughout and after ATP's bankruptcy. Following the ATP Sale, ATP
Titan was renamed Bennu Titan, LLC.
From the time of the ATP Sale through November 2016, Bennu O&G used
the Platform to produce hydrocarbons from Dry Tree Wells and one
AT63 Well, each of which are owned by Bennu O&G and are connected
to the Platform.
After Bennu O&G failed to pay the monthly use fees owed to the
Debtor under the Platform Use Agreement for over six months, on
Aug. 11, 2016 ("Petition Date"), the Prepetition Secured Parties
filed an involuntary petition for relief under chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the District of
Delaware, thereby commencing the Chapter 11 Case. On Jan. 26,
2017, the Delaware Court transferred venue of the Chapter 11 Case
to the Court.
On Nov. 30, 2016, Bennu O&G (along with its affiliates, Bennu
Blocker, Inc., and Bennu Holdings, LLC) filed a voluntary petition
for relief pursuant to Chapter 7 of the Bankruptcy Code, and Janet
S. Northrup was appointed to serve as the Chapter 7 Trustee in
Bennu O&G's Chapter 7 Case. On that same day, Bennu O&G filed a
motion to reject the Platform Use Agreement. On Jan. 4, 2017, the
Court entered an Order Authorizing and Approving the Rejection of
that Certain Platform Use Agreement Entered into with Bennu Titan
LLC Nunc Pro Tunc to Nov. 30, 2016, in which the Platform Use
Agreement was rejected by Bennu O&G effective as of Nov. 30, 2016.
Prior to the commencement of the Chapter 7 Case, Bennu O&G shut in
production from all wells connected to the Platform (i.e., the Dry
Tree Wells and the AT63 Well), and production has not recommenced.
The Platform is authorized by the applicable governmental entities
to reside at its current location at MC941 pursuant to an offshore
oil and gas lease for which Statoil USA E&P, Inc. and Bennu O&G are
co-record title owners. The sale of the Platform as contemplated
by the Motion will not in any way impact or diminish Statoil's
ongoing maintenance and monitoring obligations as ordered by the
United States Bureau of Safety & Environmental Enforcement for so
long as the Platform remains located on the MC941 lease.
Similarly, because Statoil is the operator and joint record owner
under the MC942 lease and predecessor lessee under the AT63 lease,
it is obligated to plug and abandon the Dry Tree Wells and the AT63
Well.
Following the Sale of the Platform, the purchaser of the Platform
will not be liable for the Decommissioning Obligations, and Statoil
will continue to remain liable for such obligations, including the
Platform Decommissioning Obligations, so long as the Platform
remains located on the MC941 lease.
The Chapter 11 Case is almost 11 months old. Since the time of his
appointment, the Chapter 11 Trustee has taken a number of steps
aimed at maximizing the value of the Debtor's estate, including
regarding the potential sale of the Debtor's principal asset, the
floating drilling and production Platform located in the Gulf of
Mexico. He believes that the time has now come to start a formal
auction process for the Assets, and that the adoption of the Bid
Procedures and competitive auction process will promote and
facilitate his marketing activities, maximize the value of the
Debtor's estate and will provide all interested parties with
sufficient opportunity to participate in the bidding process. The
Trustee proposes to sell the Assets free and clear of any and all
liens, claims, interests and encumbrances.
The salient terms of the Bid Procedures are:
a. Bid Deadline: 12:00 p.m. (CPT) on the 30th day after the
entry of the Bid Procedures Order
b. Good Faith Deposit: equal to 5% of the cash purchase price
c. Auction: The Auction will be conducted at the offices of
Gordon, Arata, Montgomery, Barnett, at 1980 Post Oak Blvd., Suite
1800, Houston, Texas, at 10:00 a.m. (CPT).
d. After the first round of bidding and between each subsequent
round of bidding, the Chapter 11 Trustee will announce the bid or
bids that it believes to be the highest or otherwise best offer or
combination of offers.
e. A round of bidding will conclude after each participating
Qualified Bidder has had the opportunity to submit a Subsequent Bid
with full knowledge and written confirmation of the Leading Bid.
f. If the Chapter 11 Trustee receives more than one Qualified
Bid on or prior to the Bid Deadline, the Auction will occur and the
Secured Parties will have the right to participate in and submit
Credit Bids at the Auction.
g. If the Chapter 11 Trustee receives only one Qualified Bid on
or prior to the Bid Deadline, the Secured Parties will
automatically be deemed to submit a Credit Bid at or prior to the
Auction, and the Auction will occur, unless the Secured Parties
notify the Chapter 11 Trustee, prior to five days before the
Auction, that they do not intend to submit a Credit Bid, in which
case no Auction will occur and the Chapter 11 Trustee will seek
approval of the only Qualified Bid at the Sale Hearing.
h. The Chapter 11 Trustee will sell the Assets for the highest
or otherwise best Qualified Bid (or combination thereof) to the
Successful Bidder upon the approval of such Qualified Bid by the
Court after the Sale Hearing.
i. Each of the Secured Parties will be entitled to credit bid
some or all of their indebtedness at the Auction.
j. The Sale Hearing: If the Chapter 11 Trustee does not receive
any Qualified Bids, the Chapter 11 Trustee will report the same to
the Court at the Sale Hearing and will seek approval of the offer
or offers constituting the Successful Bid and, at the Chapter 11
Trustee's election, the offer or offers constituting the Alternate
Bid.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Bennu-Titan_259_Sales.pdf
The Chapter 11 Trustee is not aware of any executory contract or
any unexpired leases owned by the Debtor; and therefore has not
sought approval of detailed procedures relating to the assumption
and assignment of such contracts and leases. However, it retains
the right to do so to the extent it becomes aware of any material
executory contracts or unexpired leases. In the event the Export
Pipelines are included in the Purchased Assets, the Chapter 11
Trustee has sought approval of the assumption and assignment
thereof.
About Bennu Titan, LLC
Bennu Titan LLC, formerly known as ATP Titan LLC, is part of a
business enterprise engaged in the acquisition, exploration,
development, and production of oil and natural gas properties in
the Gulf of Mexico. It is a limited liability company formed in
May 2010 as a special purpose vehicle with one member, Bennu Titan
Holdco LLC. Bennu Holdco has one member, Bennu Oil & Gas, LLC
("Bennu O&G"); and Bennu O&G has one member, Bennu Holdings, LLC
("Bennu Holdings").
Bennu Titan owns a multi-column, deep draft, floating drilling and
production platform commonly known as Titan as well as two oil
and gas export pipelines and related rights of way.
Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11
petition against Texas-based offshore drilling firm Bennu Titan
LLC f/k/a ATP Titan LLC (Bankr. D. Del. Case No. 16-11870) on
Aug. 11, 2016. The court entered an order for relief on
Sept. 9, 2016.
The Debtor is represented by William P. Bowden, Esq., at Ashby &
Geddes, P.A. The petitioning creditors are represented by Michael
J. Farnan, Esq., and Joseph J. Farnan, Esq., at Farnan LLP and
Thomas E. Lauria, Esq., at White & Case LLP.
On Nov. 21, 2016, the U.S. Trustee nominated Gerald H. Schiff to
serve as the Chapter 11 Trustee and moved for an order approving
his appointment. On Nov. 23, 2016, the Court entered an order
approving Mr. Schiff's appointment.
The Chapter 11 Trustee tapped Sullivan Hazeltine Allison LLC and
Kelly Hart Pitre as bankruptcy counsel, and Gordon, Arata,
McCollam, Duplantis & Eagan, LLC as special regulatory and oil and
gas counsel.
No official committee of unsecured creditors has been appointed.
Bennu Oil & Gas, LLC and affiliates filed voluntary Chapter 7
petitions (Bankr. S.D. Tex. Case No. 16-35930) on Nov. 30, 2016.
The Hon. David R. Jones presides over the case. The Chapter 7
Trustee is Janet S Casciato-Northrup, Esq., at Hughes Watters and
Askanase.
BIOSCRIP INC: Gabelli Funds Has 10.37% Equity Stake as of July 11
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Gabelli Funds, LLC, et al., disclosed that as of July
11, 2017, they beneficially own 12,542,893 shares of common stock,
$0.0001 par value per share of Bioscrip Inc., representing 10.37%
of the 120,982,543 shares outstanding as reported in the Issuer's
most recently filed Form 10-Q for the quarterly period ending March
31, 2017. The Reporting Persons beneficially own those Securities
as follows:
Shares of % of Class of
Name Common Stock Common Stock
---- ------------ -------------
GAMCO Asset Management 846,151 0.70%
Gabelli Funds, LLC 10,758,742 8.89%
Teton Advisors, Inc. 928,000 0.77%
Gabelli & Company Investment Advisers 15,850 0.01%
GAMCO Investors, Inc. 2,300 0.00%
A full-text copy of the regulatory filing is available at:
https://is.gd/yAWMyq
About Bioscrip
Headquartered in Denver, Colo., BioScrip, Inc., is a national
provider of home infusion services. The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure.
BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015.
As of March 31, 2017, Bioscrip had $602.4 million in total assets,
$575.9 million in total liabilities, $2.54 million in series A
convertible preferred stock, $71.84 million in series C convertible
preferred stock, and a $47.85 million total stockholders' deficit.
* * *
In July 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on home infusion services provider BioScrip Inc. and
removed the rating from CreditWatch, where it was placed with
negative implications on Dec. 16, 2016. The outlook is positive.
"The rating affirmation reflects our view that, although BioScrip
addressed its upcoming maturities by refinancing its senior secured
credit facilities and improved its liquidity position, the
company's credit measures will remain weak in 2017 with debt
leverage of about 14x (including our treatment of preferred stock
as debt) and funds from operations (FFO) to debt in the low single
digits.
In March 2016, Moody's Investors Service downgraded BioScrip's
Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of
Default Rating to 'Caa2-PD' from 'Caa1-PD'.
BLAIR GLADWIN: Sale of Merced Property for $1M Approved
-------------------------------------------------------
Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the
Eastern District of California authorized the sale by Blair
Harrison and Tonetta Laureen Simone Gladwin of real property
located at 6753 E. Olive Avenue and 6493 E. Olive Avenue, Merced,
California, consisting of approximately 46 acres, to 3 K Farming
Co. and assignee Manraj S. Kahlon for $1,000,000.
A hearing on the Motion was held on June 15, 2017 at 1:30 p.m.
The Property is being sold in "as-is" condition with no warranty or
representation, express, implied or otherwise.
The escrow holder is authorized to pay usual and customary costs,
property taxes (including property taxes necessary to record a new
parcel map), and liens (except for those of the Internal Revenue
Service) from the proceeds of the sale of the Property.
The sale will be free and clear of these liens of the Internal
Revenue Service, with said liens attaching to the net proceeds of
the sale:
a. A federal tax lien recorded July 19, 2012 as Series No.
2012-025367 of Official Records of Merced County, bearing Serial
no. 880550012 in the amount of $114,239;
b. A federal tax lien recorded Sept. 18, 2012, as Series No.
2012-032923 of Official Records of Merced County, bearing Serial
No. 891991312 in the amount of $4,644;
c. A federal tax lien recorded Oct. 1, 2012, as Series No.
2012-034809 of Official Records of Merced County, bearing Serial
No. 894678812 in the amount of $60,242.
The escrow holder is authorized to pay all of the net proceeds from
the sale to the Internal Revenue Service on account of the IRS
liens described.
London Properties is to be paid a commission of 5% of the sale
price ($50,000).
The 14-day stay of Fed. R. Bankr. P. 6004(h) is waived.
Counsel for the Debtors:
FEAR WADDELL, P.C.
Peter L. Fear, Esq.
Gabriel J. Waddell, Esq.
Peter A. Sauer, Esq.
7650 North Palm Avenue, Suite 101
Fresno, CA 93711
Telephone: (559) 436-6575
Facsimile: (559) 436-6580
Blair Harrison Gladwin and Tonetta Laureen Simone Gladwin sought
Chapter 11 protection (Bankr. E.D. Cal. Case No. 16-13271) on Sept.
6, 2016. The Debtor tapped Thomas H. Armstrong, Esq., as counsel.
BON-TON DEPARTMENT: S&P Raises Second-Lien Notes Rating to 'CCC'
----------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on The Bon-Ton
Department Stores Inc.'s (an operating subsidiary of Bon-Ton Stores
Inc.) second-lien notes to 'CCC' from 'CCC-', and revised the
recovery rating to '5' from '6'. The '5' recovery rating reflects
S&P's expectation for modest recovery (10% to 30%; rounded
estimate: 10%) in the event of default. The rating action on the
company's results from S&P's revised estimate of the company's
emergence valuation.
S&P said, "We have revised our valuation approach to a discrete
asset valuation, which we think better reflects the recovery
estimates for the second-lien notes in light of the relatively
substantial real estate that the company owns and has been pledged
as collateral under the credit agreement. The SPE's that held the
properties are now restricted subsidiaries and thus guarantees the
ABL loan and secures it, with the second-lien notes also having a
secured but junior position.
"Under the discrete asset valuation in our simulated default
analysis, we estimated a $703 million gross recovery value using a
5% dilution rate and 80% realization rate on $714 million in
inventory (as of April 28, 2017). We also estimated about $161
million in recovery value from net fixed assets assuming about 40%
realization rate on land, buildings and leasehold improvements and
10% on furniture and equipment.
"With a net recovery value of $668 million, after assuming 5% in
administrative costs, and $631 million in our estimated ABL balance
outstanding and prepetition interest, we estimate about $37 million
would be available to for recovery on the $364 million in
second-lien note claims, which includes estimated principal and
prepetition interest. Our estimates result in a 10%-30% recovery
with a rounded estimate of 10% for the second-lien noteholders."
RATINGS LIST
The Bon-Ton Stores Inc.
Corporate Credit Rating CCC+/Negative/--
Upgraded; Recovery Rating Revised
To From
The Bon-Ton Department Stores Inc.
Second-lien notes CCC CCC-
Recovery rating 5(10%) 6(0%)
BOSTON HOSPITALITY: Taps J. Frederick Wiley as Legal Counsel
------------------------------------------------------------
Boston Hospitality Group, Inc. and its subisidiaries have filed
separate applications seeking approval from the U.S. Bankruptcy
Court for the Northern District of West Virginia to hire J.
Frederick Wiley, PLLC.
Wiley will serve as co-counsel with Johnson Law PLLC, another firm
tapped by the Debtors to be their legal counsel in connection with
their Chapter 11 cases.
To avoid duplication of effort, Wiley will handle the drafting of
the Debtors' Chapter 11 plan and disclosure statement, and assist
them in negotiations with creditors regarding the plan.
The firm will charge an hourly fee of $300 for its services.
John Wiley, Esq., disclosed in a court filing that he and his firm
are "disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
John F. Wiley, Esq.
J. Frederick Wiley, PLLC
P.O. Box 1381
Morgantown, WV 26507
Phone: (304) 906-7929
About Boston Hospitality Group
Headquartered in Morgantown, West Virginia, Boston Hospitality
Group Inc. is a privately-held company operating under the
restaurants industry. The Boston Beanery concept was patterned
after old Boston pubs from the 1800's, which at that time were
called Beaneries. The company now has five Boston Beanery
locations across West Virginia, Pennsylvania, and Virginia.
Boston Hospitality, Beanery 119 LLC, Boston Restaurants - PA Inc.,
and Beanery Investment Group, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-00710 to
17-00713) on July 1, 2017. Patrick J. Padula, president, signed
the petition.
At the time of the filing, Boston Hospitality disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
BOSTON HOSPITALITY: Taps Johnson Law as Legal Counsel
-----------------------------------------------------
Boston Hospitality Group, Inc. and its subsidiaries have filed
separate applications seeking approval from the U.S. Bankruptcy
Court for the Northern District of West Virginia to hire Johnson
Law PLLC.
Johnson Law will serve as co-counsel with J. Frederick Wiley, PLLC,
another firm tapped by the Debtors to be their legal counsel in
connection with their Chapter 11 cases.
To avoid duplication of effort, Johnson Law will oversee the
drafting of the Debtors' schedules; assist in filing legal papers;
handle communications with creditors and clients; and assist in
reviewing and filing the Debtors' monthly operating reports.
The firm will charge an hourly fee of $300 for its services. Prior
to the Debtors' bankruptcy filing, Johnson Law received a retainer
of $31,000, including the filing fee.
Todd Johnson, Esq., disclosed in a court filing that he and his
firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Todd B. Johnson, Esq.
Johnson Law, PLLC
P.O. Box 519
Morgantown, WV 26507
Phone: (304) 292-7933
Fax: (304) 292-7931
Email: todd@jlawpllc.com
About Boston Hospitality Group
Headquartered in Morgantown, West Virginia, Boston Hospitality
Group Inc. is a privately-held company operating under the
restaurants industry. The Boston Beanery concept was patterned
after old Boston pubs from the 1800's, which at that time were
called Beaneries. The company now has five Boston Beanery
locations across West Virginia, Pennsylvania, and Virginia.
Boston Hospitality, Beanery 119 LLC, Boston Restaurants - PA Inc.,
and Beanery Investment Group, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-00710 to
17-00713) on July 1, 2017. Patrick J. Padula, president, signed
the petition.
At the time of the filing, Boston Hospitality disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
BOSTON HOSPITALITY: Taps Patrick Padula as Manager
--------------------------------------------------
Boston Hospitality Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of West Virginia to hire
a manager to oversee its business operations.
The company proposes to hire Patrick Padula in the "ordinary course
of business" to oversee all business affairs pertaining to the
leasing, operation, maintenance, bookkeeping, purchases, and
management of the company and its subsidiaries.
Mr. Padula will be paid a management fee in the amount of $8,333
per month.
Mr. Padula maintains an office at:
Patrick Padula
63 Don Knotts Boulevard, Suite 2
Morgantown, WV 26508
Phone: 304-276-0204
About Boston Hospitality Group
Headquartered in Morgantown, West Virginia, Boston Hospitality
Group Inc. is a privately-held company operating under the
restaurants industry. The Boston Beanery concept was patterned
after old Boston pubs from the 1800's, which at that time were
called Beaneries. The company now has five Boston Beanery
locations across West Virginia, Pennsylvania, and Virginia.
Boston Hospitality, Beanery 119 LLC, Boston Restaurants - PA Inc.,
and Beanery Investment Group, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-00710 to
17-00713) on July 1, 2017. Patrick J. Padula, president, signed
the petition.
At the time of the filing, Boston Hospitality disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
BULK EXPRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bulk Express Logistics, Inc.
332 Applegarth Road
Monroe Township, NJ 08831-3738
Business Description: Headquartered in Monroe Township, NJ, Bulk
Express Logistics --
http://www.bulkexpressloqistics.com/-- is a
privately held company that provides
trucking and warehousing services.
The Debtor is seeking joint administration
with the case of Robert A. Lombard, Jr. and
Charlene M. Barnett-Lombard (Bankr. D.N.J.
Case No. 17-23949).
Chapter 11 Petition Date: July 14, 2017
Case No.: 17-24308
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: Richard Honig, Esq.
HELLRING, LINDEMAN, GOLDSTEIN & SIEGAL LLP
One Gateway Center, 8th Floor
Newark, NJ 07102
Tel: (973) 621-9020
E-mail: rbhonig@hlgslaw.com
Total Assets: $1.97 million as of July 12, 2017
Total Debts: $4.51 million as of July 12, 2017
The petition was signed by Charlene M. Barnett-Lombard, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-24308.pdf
CARBUILDER LLC: S&P Assigns B Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Chicago-based CareerBuilder LLC. The rating outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $400 million senior
secured first-lien credit facility, which consists of a $50 million
revolving credit facility and a $350 million first-lien term loan.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery of principal in the event
of a payment default.
S&P said, "Our corporate credit rating on CareerBuilder reflects
the company's participation in the highly price-sensitive and
competitive recruitment advertising and services marketplace.
Pricing pressure and client losses have resulted in
low-double-digit annual revenue declines in the company's core job
advertising segment, lowering overall profitability and EBITDA
margins. The rating also reflects the company's small size, limited
geographic diversification, financial sponsor ownership, healthy
cash flow generation, and forecasted leverage in the mid- to
high-3x area.
"The stable outlook reflects our expectation that CareerBuilder
will experience id-single-digit percentage revenue declines in 2017
due to continued competitive pressures in its job advertising
business and growth in its employer services business. Furthermore,
we expect that the company will maintain leverage in the mid- to
high-3x range and adequate liquidity over the next 12 months.
"We could lower our corporate credit rating on CareerBuilder if we
expect accelerated revenues declines such that leverage approaches
5x or if the company's liquidity position deteriorates. This could
occur due to a combination of increased competitive pressures in
the company's job advertising segment and lower growth in its
employer services business.
"An upgrade is unlikely over the next 12 months. However, we could
raise the rating if the company's business performance improves due
to increased growth in its employer services business and
stabilization in its job advertising business' revenues and pricing
such that it is able to maintain EBITDA margins in the high-teens
percentage area."
CAREERBUILDER LLC: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first-time credit ratings to
CareerBuilder, LLC. The Corporate Family rating ("CFR") was
assigned at B2, the Probability of Default rating ("PDR") at B2-PD
and the senior secured 1st lien revolving credit facility and term
loan were assigned at B2. The rating outlook is stable.
The proceeds of the rated debt and equity from a group of investors
led by affiliates of Apollo Global Management, LLC will be used to
purchase the company for approximately $500 million.
Issuer: CareerBuilder, LLC
Assignments:
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Senior Secured Bank Credit Facility, Assigned B2 (LGD3)
Outlook:
-- Outlook, is Stable
RATINGS RATIONALE
The B2 CFR reflects continuing pricing pressure in CareerBuilder's
core on-line job board service, which accounts for over 40% of
anticipated 2017 revenues, to drive overall revenue and EBITDA
declines, but also for moderate financial leverage around 3 times
and solid interest coverage over 3 times. With over 10,000 active
subscribers and millions of resumes in its database, CareerBuilder
is one of the largest digital job boards in the U.S.
CareerBuilder's customers include large corporations, temporary
employment agencies and other businesses seeking low-to-moderate
skilled white collar workers in the U.S. Many of its customers
subscribe to multiple services and have been customers for many
years. However, the U.S. on-line recruiting market services
business is highly competitive. Regular price decreases has been a
feature of the on-line job board industry for many years. Moody's
concern that price decreases could continue for the foreseeable
future, pressuring revenues and profits, weighs on the rating.
Revenue growth from increasing adoption of other services by
CareerBuilder's on-line job board customers, including recruitment
management software, background checks and employment market data
and analytics, should help offset the anticipated declines in the
core on-line job board business unit. In addition, identified
expense management initiatives should lead to steady low 20% EBITDA
margins and growth in free cash flow despite revenue declines. As
CareerBuilder will be controlled by private equity sponsor Apollo,
there is also the risk of debt-financed acquisitions or shareholder
distributions.
Moody's considers CareerBuilder's liquidity profile good. Liquidity
is provided by expectations for free cash flow of around $35
million, which is adequate to cover $18 million per year of
required term loan amortization and around $13 million of
contingent "earn-out" payments to sellers of acquired businesses
over the next 12 months. The $50 million revolver is expected to be
fully available. A Maximum Net First Lien Leverage Ratio (as
defined in the loan agreement documents) is applicable to the
revolver if usage is over $15 million. Moody's anticipates a
comfortable covenant cushion if it is measured.
The stable ratings outlook reflects Moody's expectations for 5% to
7% revenue declines in 2017 and 2018, free cash flow to debt around
10% and solid liquidity.
Given Moody's anticipation of declining revenue, a rating upgrade
is not anticipated in the near term. However, the ratings could be
upgraded if Moody's anticipates stable pricing and revenue growth
in the on-line job board service line while CareerBuilder maintains
conservative financial policies, credit metrics consistent with
current solid levels and good liquidity.
The ratings could be downgraded if: 1) Moody's anticipates
accelerating rates of revenue declines; 2) debt to EBITDA is
expected to remain above 4 times; 3) liquidity deteriorates; or 4)
CareerBuilder incurs additional debt to fund acquisitions or
shareholder returns.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CareerBuilder provides subscription-based on-line recruiting and
related human capital management solutions, including recruitment
management software, background check and employment market
analytics to prospective employers of full-time, seasonal and part
time low-to-moderate skilled white collar workers, mostly in the
U.S. Moody's expects revenues of around $675 million in 2017, down
from approximately $714 million in 2016.
CASA MEDIA: Bustos Buying Three Radio Stations for $800K
--------------------------------------------------------
Casa Media Partners, LLC ("CMP") asks the U.S. Bankruptcy Court for
the Southern District of Florida to authorize its Asset Purchase
Agreement with Bustos Media Holdings, LLC in connection with the
sale of three radio stations: (i) KMNA (FM) of Mabton, Washington
(FCC Facility ID No. 21602); (ii) KLES (FM) of Prosser, Washington
(FCC Facility ID No. 6266); and (iii) KZXR (AM) of Prosser,
Washington (FCC Facility ID No. 53675) ("Stations") for $800,000.
In 2012, CMP identified an opportunity to purchase a radio station
network (consisting of ten radio licenses) then branded as the La
Maquina and La Vaquera Radio Networks, which were owned by Luna
Communications, LLC and its affiliates. The Radio Stations and
were ultimately acquired in a series of transactions, which closed
in March of 2012.
The acquisition of the Radio Stations was documented by a
complicated (and, in places, overlapping) roster of notes, security
agreements, guarantees and assignments. Pertinent for purposes of
the Motion, V. Bank acquired a first-position, blanket security
interest in CMP's assets as a result of the purchase.
V. Bank was taken over by the FDIC prior to the Petition Date.
Thereafter, Bank of Commerce ("BOC"), a Texas state-chartered
non-member bank, purchased certain non-performing commercial loan
assets, including notes signed by the Debtors, formerly held by V.
Bank, from the FDIC. BOC has filed two proofs of claim premised on
the security interest acquired from V. Bank: (i) Claim No. 27-2 for
$8,367,506 in Case No. 15-16741-RAM; and (ii) Claim No. 3-2 for
$9,903,732 in Case No. 15-16746-RAM.
Following arms'-length discussions and negotiations with the
Purchaser, CMP and the Purchaser entered into the Sale Agreement
for the sale, assignment, transfer and conveyance of the Stations.
The salient terms of the Sale Agreement are:
a. Purchase Price: The purchase price is $800,000,
including a $40,000 deposit currently held in escrow.
b. Allocation of the Purchase Price: CMP and the
Purchaser agree to allocate the Purchase Price as follows: (i)
$200,000 to Real Property; (ii) $100,000 to Tangible Property; and
(iii) $500,000 to the FCC licenses. CMP and the Purchaser will use
such allocation for all purposes related to the valuation of the
Assets.
c. Price Reduction: The Purchaser will be entitled to
reductions of the Purchase Price as follows:
(i) Price Reduction due to Deterioration of
Stations' Business: If the Collections during the 30 days period
starting on the 39th day before Closing and ending on the 10th day
before Closing are at least $500 lower than the Collections during
the 30 days period starting on the 69th day before Closing and
ending on the 40th day before Closing, the Purchaser will be
entitled to a $25,000 price reduction.
(ii) Price Reduction due to Low Seller's
Receivables: If the amount of total CMP's Receivables past due no
more than 90 days at the Time of Closing are less than $30,000, the
Purchaser will be entitled to a price reduction equal to the
difference between the Outstanding Receivables and $30,000 divided
by 1.2.
d. Receivable Collection. Purchaser and CMP agree that
the Purchaser will collect CMP's Receivable and will be entitled to
a collection commission of 40% for collecting the remaining CMP
account receivables after the first collected portion of the pool
of CMP's account receivables worth $25,000 (which are part of the
assets conveyed to the Purchaser). THe Purchaser will wire CMP the
monies net of the collection commission to CMP at the end of each
month to the banking account indicated by CMP.
e. Assets to be Conveyed: On the Closing Date, CMP will
sell, assign, transfer, convey and deliver to the Purchaser, the
following Assets to the Purchaser free and clear of all liens and
encumbrances: (i) FCC Licenses; (ii) Tangible Property; (iii) Owned
Real Property; (iv) all of CMP's Leases under the Leased Real
Estate; (v) Contracts; (vi) Intangible Property; (vii) Business
Records; and (viii) the first collected portion of the pool of
CMP's account receivables worth $25,000.
BOC has agreed to, and the Debtor seeks approval of, a carve-out in
the aggregate amount of $85,000 deducted from the proceeds of the
instant sale to pay administrative expenses. In connection with
the payment of the carve-out, CMP waives any claims against BOC for
the payment of administrative expenses, including any surcharge.
In the instant case, the Sale Agreement represents the highest and
best offer CMP has received to date after extensively marketing the
Stations. Its decision to enter into the Sale Agreement is in the
best interests of the CMP and the estate, and the decision is
supported by sound and reasonable business judgment. Accordingly,
CMP asks the Court to approve the relief requested.
Notwithstanding anything in Bankruptcy Rule 6004(h), CMP asks that
the Court authorizes the parties to take any and all actions
contemplated in the Sale Agreement immediately upon entry of an
order with respect to this motion and order that such actions are
not stayed for a period of 10 days.
BOC is represented by:
Paul J. Richards, Esq.
KAVANAGH GRUMLEY & GORBOLD, LLC
111 N. Ottawa Street
Joliet, IL 60432-4229
About Casa Media
Casa Media Partners, LLC operates radio stations in the western
United States in a format analogous to traditional "country" music
in the United States, and includes "Norteño" and "Tejano" music,
among other subgenres of regional Mexican music.
Casa Media Partners, LLC, and Casa en Denver, Inc., commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015. The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases. The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A.
CASHMAN EQUIPMENT: Committee Hires Casner & Edwards as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cashman Equipment
Corp., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Casner & Edwards LLP as
counsel for the Committee effective as of June 29, 2017.
The Committee requires Casner & Edwards to:
a. advise and represent the Committee with respect to
proposals and pleadings submitted by the Debtors and others to the
Court, including, among others, those concerning the use of cash
collateral and/or debtor-in-possession financing, relief from the
automatic stay, and valuation of estate property;
b. advise and represent the Committee with respect to any
proposed plan or plans of reorganization, proposed substantive
consolidations, and/or any proposed sales, leases, or uses of
estate property;
c. attend hearings, draft pleadings and generally advocating
positions that further the interests of creditors represented by
the Committee;
d. conduct an examination of the Debtors' affairs and a
review of their operations;
e. advise the Committee as to the progress of these cases;
and
f. perform other professional services as are in the best
interests of creditors and the estates consistent with the express
and implied authority of Bankruptcy Code Sec. 1103.
Casner & Edwards lawyers who will work on the Debtors' cases and
their hourly rates are:
Michael J. Fencer, partner $500
John T. Morrier, partner $450
A. Davis Whitesell, partner $420
David Koha, senior associate $320
Casner & Edwards will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John T. Morrier, Esq., managing partner of Casner & Edwards, 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.
Casner & Edwards can be reached at:
John T. Morrier, Esq.
Casner & Edwards, LLP
303 Congress Street
Boston, MA 02210
Tel: 617.426.5900
Fax: 617.426.8810
E-mail: morrier@caseredwards.com
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp.
-- http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC,
Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed bare-bones
Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on
June 9, 2017. The petitions were signed by James M. Cashman, the
Debtors' president. Mr. Cashman also commenced his own Chapter 11
case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million. Judge Melvin S. Hoffman presides over
the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation serve as Cashman Equipment, et
al.'s
counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC,
serves as Mr. Cashman's counsel, according to Mr. Cashman's
petition.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John
T.
Morrier, Esq., at Casner & Edwards, LLP.
Wilmington Trust Company serves as Indenture Trustee under (i)
Trust Indenture dated December 4, 1997, and (ii) Trust Indenture
dated April 14, 1999.
CASTLE ARCH: Trustee Selling Tooele Property for $39K
-----------------------------------------------------
D. Ray Strong, Trustee of the Consolidated Legacy Debtors
Liquidating Trust and the Chapter 11 Trustee, and post-confirmation
estate representative for the consolidated bankruptcy estates of
Castle Arch Real Estate Investment Co., LLC, CAOP Managers, LLC,
Castle Arch Kingman, LLC, Castle Arch Smyrna, LLC, Castle Arch
Secured Development Fund, LLC, and Castle Arch Star Valley, LLC
("Legacy Debtors"), asks the U.S. Bankruptcy Court for the District
of Utah to authorize the private sale of real property located at
approximately 2000 North Droubay Road, Tooele, Utah, with tax
parcel ID number 03-014-0-0020, outside the ordinary course of
business to Samuel D. Howard for $38,901, subject to higher and/or
better offers.
Commerce Real Estate Solutions has marketed the Property for
private sale pursuant to a Court-approved Listing Agreement from
June 29, 2012. In February 2014, after entry of the Confirmation
Order, the Trustee, as the Trustee of the Legacy Trust, entered
into a new Listing Agreement with Dell Nichols Realty &
Development, LLC for the sale of the Property, which was
retroactive to Dec. 3, 2013.
Commerce has no interest in this case at this point, and all work
and commissions are owed to Nichols Realty. The Property has been
actively marketed for private sale pursuant to industry standards.
On July 5, 2017, the Trustee entered into the Sale Agreement to
sell the Property to the Buyer for a total purchase price of
$38,901, subject to Court approval and higher and better offers.
Nichols Realty has continued to market the Property for sale since
receiving the offer from the Buyer, and will continue to do so
through the Higher and/or Better Deadline.
The salient terms of the Agreement are:
a. The Sale Agreement is expressly condition on the
Court's entry of an Order approving the Sale Agreement.
b. The purchase price is $38,901.
c. The Buyer has made an earnest money deposit in the
amount of $25,000 which is being held in escrow.
d. Settlement and close of the transaction will occur 15
days after entry of an Order approving the Sale Agreement.
e. The sale of the Property is "as is" with no
representations or warranties by the Trustee, except that he has
authority to enter into the Sale Agreement with Court approval and
will seek approval of the sale free and clear of liens and
interests.
A copy of the Sale Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/Castle_Arch_1361_Sales.pdf
The proposed sale of the Property is a private sale, and it is
anticipated that it will close in accordance with the terms of the
Sale Agreement. However, the sale of the Property is expressly
subject to higher and/or better offers. The Trustee will consider
all written offers for the purchase of the Property made prior to
the expiration of the deadline set forth in the Notice of Hearing
filed concurrently with the Motion.
Upon closing of the sale, whether to the Buyer or to a person who
has submitted a higher and/or better offer, the Trustee will file a
Notice of Sale with the Court that provides information typically
required under Federal Rule of Bankruptcy Procedure 6004(f). In
the event that a higher and/or better offer is received and
accepted for the sale of the Property, approval of the sale to the
Buyer will be deemed to be approval of the sale to the person
submitting the higher and/or better offer, with the Notice of Sale
providing an itemization of amounts obtained by the Legacy Trust,
as well as all refunds to the Buyer.
Following close of the sale of the Property, the Trustee
anticipates paying from the gross proceeds of the sale the costs of
sale, which will include a 6% commission as set forth in the
Listing Agreement. The Title Report shows that property taxes on
the Property for 2008 through 2016 are due and payable. The
Trustee anticipates paying the property taxes out of the gross sale
proceeds.
The Trustee believes that the sale of the Property as set forth in
the Sale Agreement is fair, reasonable, and in the best interests
of the Legacy Trust and its beneficiaries. The Trustee thus
maintains that the Motion should be granted.
About Castle Arch Real Estate
Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
The petitions were signed by Trent Waddoups, CEO/president. Judge
Joel T. Marker presides over the case. Michael L. Labertew, Esq.,
at Labertew & Associates, LLC, served as counsel to the Debtors.
In its petition, Castle Arch Real Estate Investment Company
scheduled $2,818,931 in assets, and $40,863,600 in debt.
The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).
On May 3, 2012, the Court entered an order appointing D. Ray
Strong as the Chapter 11 bankruptcy Trustee for CAREIC, and in
that
capacity he managed each of the other Legacy Debtors. Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.
On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors.
On June 7, 2013, the Bankruptcy Court entered an order confirming
the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated
Feb. 25, 2013. The Confirmation Order designated the Trustee as
the post-confirmation estate representative for the Legacy
Debtors.
The Confirmed Plan became effective on July 22, 2013.
CATASYS INC: Plans to Expand Into New States Under Existing Pacts
-----------------------------------------------------------------
Catasys, Inc.'s furnished to the Securities and Exchange Commission
a copy of an investor presentation for July 2017.
According to Catasys, it is currently building out a nationwide
system for working with patients. Healthcare is managed on a state
by state basis, and the Company's customers are launching with them
in certain states as they roll out their service.
The Company looks into expanding into new states under existing
agreements with health plans. It plans to have agreements with
seven of the top eight health plans in the U.S. by end of 2017.
Catasys currently has agreements with UnitedHealthcare, Humana,
aetna, mhs health wisconsin, Health Alliance, Coventry, Network
Health and Centene.
A copy of the presentation is available for free at:
https://is.gd/ihbJTl
About Catasys, Inc.
Catasys, Inc. provides big data based analytics and predictive
modeling driven behavioral healthcare services to health plans and
their members through its OnTrak solution. Catasys' OnTrak
solution -- contracted with a growing number of national and
regional health plans -- is designed to improve member health and,
at the same time, lower costs to the insurer for underserved
populations where behavioral health conditions cause or exacerbate
co-existing medical conditions. The solution utilizes proprietary
analytics and proprietary enrollment, engagement and behavioral
modification capabilities to assist members who otherwise do not
seek care through a patient-centric treatment that integrates
evidence-based medical and psychosocial interventions along with
care coaching in a 52-week outpatient treatment solution.
Catasys reported a net loss of $17.93 million on $7.07 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $7.22 million on $2.70 million of revenues for the year ended
Dec. 31, 2015.
As of March 31, 2017, Catasys had $2.94 million in total assets,
$47.54 million in total liabilities and a total stockholders'
deficit of $44.60 million.
The Company's independent accounting firm Rose, Snyder & Jacobs
LLP, in Encino, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that the Company has continued to incur
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2016, and continues to
have negative working capital at Dec. 31, 2016. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
CD&R PLUMB: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to CD&R Plumb Buyer, LLC (dba
HD Supply Waterworks) (referred in text as "Waterworks"). Moody's
also assigned a B2 rating to the company's $1,075 million senior
secured term loan due 2024 as well as a Caa1 rating to the
company's $475 million senior unsecured notes due 2025. The rating
outlook is stable.
The proceeds from the term loan and notes will be used in
conjunction with $922 million of equity from sponsor Clayton
Dubilier & Rice ("CD&R") to acquire Waterworks, which is being spun
out from HD Supply, Inc. (rated Ba3, Stable) for a total purchase
price of $2.4 billion. The company is also entering into a $500
million asset based revolving credit facility due in 2022 which
will be unrated.
The following ratings were assigned:
Corporate Family Rating, assigned B2;
Probability of Default Rating, assigned B2-PD;
$1,075 million Senior Secured Term Loan due 2024, assigned B2
(LGD3);
$475 million Senior Unsecured Notes due 2025, assigned Caa1
(LGD5);
Rating outlook assigned stable.
RATINGS RATIONALE
The B2 Corporate Family Rating considers Waterworks' high debt
leverage relative to the rating category that will be 6.3x pro
forma for the transaction as of April 2017. While it will be
elevated as a result of the transaction, Moody's expects the
company to work this figure down below 6.0x in fiscal 2017 (fiscal
year-end January 2018) and below 5.0x in fiscal 2018. The rating
also considers Waterwork's end markets which can be seasonally
cyclical and can be directly and indirectly impacted by new housing
construction, which can be volatile.
The B2 rating also considers Waterworks significant free cash flow
generation, which Moody's projects will be approximately $100
million over the next 12 months. The company will likely direct
some of this cash flow towards both increasing organic growth and
tuck in acquisitions, but Moody's expects some to also be directed
towards reduction of its term loan B. Waterworks also displays a
good breadth of products and a leading market share in the water
products distribution space. The company lacks concentration in any
particular region of the United States, which reduces the risk of a
slowdown in community growth in a given state.
Waterworks' liquidity profile is expected to be good over the next
12 to 18 months and considers internal liquidity, external
liquidity, covenant compliance, and alternate sources of liquidity.
Internal liquidity is constrained by the minimal cash balances the
company is expected to carry moving forward, but that is balanced
out by the company's significant free cash flow generation of
approximately $100 million over the next 12 months. External
liquidity is supported by a sizable $500 million asset based
revolver due in 2022 that will be undrawn at the close of the
transaction. The revolver is subject to a springing fixed charge
covenant that is tested if availability falls below 10%. Alternate
liquidity is limited as the majority of the company's assets are
encumbered by secured debt.
The stable rating outlook reflects Moody's view that the company's
credit metrics, particularly its debt leverage, will improve over
the next 12 to 18 months.
Positive rating action could be considered if the company's credit
metrics improve such that debt to EBITDA declines below 5.0x on a
sustained basis, adjusted EBITA coverage of interest of 2.5x, and
if the company continues to build scale and operating conditions
remain favorable.
Negative rating action could be considered if the company is unable
to reduce its debt leverage as expected and debt to EBITDA remains
above 6.5x. Additionally negative rating action could be considered
if EBITA interest coverage remains below 1.5x on a consistent basis
and if free cash flow generation turns negative and operating
conditions weaken.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
CD&R Plumb Buyer, LLC, which does business under the name HD Supply
Waterworks or "Waterworks," is a US based distributor of water,
sewage, drainage, storm water, and fire protection products. On
June 6, 2017, HD Supply Holdings, Inc. announced that it had
reached a definitive agreement to sell its Waterworks business unit
to Clayton Dubilier & Rice. Revenue for the fiscal year end January
31, 2017 was $2.6 billion.
CHAIS ENTERPRISES: Hires Scarborough & Fulton as Counsel
--------------------------------------------------------
Chais Enterprises, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to employ Scarborough &
Fulton as counsel for the Debtor.
The Debtor requires Scarborough & Fulton to:
a. assist the Debtor in the preparation of its schedules,
statement of affairs and the periodic financial reports required by
the Bankruptcy Code, the Bankruptcy Rules and any other order of
this Court;
b. assist the Debtor in consultation and negotiation and all
other dealings with creditors, equity, security holders and other
parties in interest concerning the administration of this case;
c. prepare pleadings, conducting investigations and making
court appearances incidental to the administration of the Debtor's
estate;
d. advise the Debtor of its rights, duties and obligations
under the Bankruptcy Code, Bankruptcy Rules, Local Rules and orders
of this Court;
e. assist the Debtor in the development and formulation of a
plan of reorganization including the preparation of a plan,
disclosure statement and any other related documents for submission
to this Court and to Debtor's creditors, equity holders and other
parties in interest;
f. advise and assist the Debtor with respect to litigation
related to the administration of Debtor’s case;
g. render corporate and other legal advise and performing all
those legal services necessary and proper to the functioning of the
Debtor during the pendency of this case; and
h. take any and all necessary actions in the interest of the
Debtor and its estate incident to the proper representation of the
Debtor and the administration of this case.
Scarborough & Fulton will be paid at these hourly rates:
David J. Fulton $375
Legal Assistants $125
Scarborough & Fulton received professional fees on and before July
7, 2017, from the Debtor for legal services rendered or in
connection with the Debtor's Chapter 11 proceeding in the amount of
$10,495.40.
Scarborough & Fulton will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David J. Fulton, Esq., member of the law office of Scarborough &
Fulton, 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.
Scarborough & Fulton may be reached at:
David J. Fulton, Esq.
Scarborough & Fulton
620 Lindsay St. Ste 240
Chattanooga, TN 37403
Tel: 423-648-1880
Fax: 423-648-1881
Email: djf@sfglegal.com
About Chais Enterprises
Chais Enterprises, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Tenn. Case No. 16-01741) on March 11, 2016. The
petition was signed by Joseph Alan Peters Sr., managing member.
The Debtor estimated assets of $500,001 to $1 million and estimated
debts of $100,001 to $500,000.
The Debtor has hired David Foster Cannon, Esq., of the law office
of David F. Cannon, as counsel.
CHAMPION EXCAVATION: Names Keith Boyd as Counsel
------------------------------------------------
Champion Excavation Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Oregon to employ The Law
Offices of Keith Y. Boyd as counsel.
The services Boyd Law will render on behalf of the Debtor include
all legal services regularly and customarily required by a debtor
in possession including representation in such adversary
proceedings as may be commenced in this case, or such other
proceedings as may be necessary and proper in other forums.
Boyd Law will be paid at these hourly rates:
Keith Y. Boyd $400
Melissa A. Arnold $150
Law Clerk $200
Legal Assistants $50-$100
Boyd Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Boyd Law received a retainer of $25,000 from the Debtor.
Keith Y. Boyd assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
Boyd Law can be reached at:
Keith Y. Boyd, Esq.
THE LAW OFFICES OF KEITH Y. BOYD
724 S. Central Ave., Suite 106
Medford, OR 97501
Tel: (541) 973-2422
Fax: (541) 973-2426
E-mail: keith@boydlegal.net
About Champion Excavation, Inc.
Privately held Champion Excavation Inc., is an excavating
contractor based in Aumsville, Oregon. Champion Excavation filed a
Chapter 11 petition (Bankr. D. Ore. Case No. 17-61839) on June 9,
2017, saying it is a small business debtor as defined in 11 U.S.C.
Section 101(51D). 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. The Debtor hired TKC Solutions Advisory,
Inc., as financial consultant.
CHINA COMMERCIAL: Delays Effective Date of $30M Offering
--------------------------------------------------------
China Commercial Credit, Inc., filed an amendment no. 2 to its Form
S-3 registration statement relating to the offering, in one or more
offerings at prices and on terms that the Company will determine at
the time of each offering, of common stock, preferred stock,
warrants, or a combination of these securities, or units, for an
aggregate offering price of up to $30 million.
The Company amended the Registration Statement to delay its
effective date.
The Company amended the Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
until this Registration Statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may
determine.
The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "CCCR." On July 11, 2017, the last reported sales
price of the Company's common stock was $3.11. The Company will
apply to list any shares of common stock sold by it under this
prospectus and any prospectus supplement on the NASDAQ Capital
Market. The prospectus supplement will contain information, where
applicable, as to any other listing of the securities on the NASDAQ
Capital Market or any other securities market or exchange covered
by the prospectus supplement.
As of July 11, 2017, the aggregate market value of the Company's
outstanding common stock held by non-affiliates is $54,062,464,
based on 17,383,429 shares of outstanding common stock, of which
approximately 14,073,654 shares are held by non-affiliates, and a
per share price of $3.11 based on the closing sale price of our
common stock on July 11, 2017.
During the 12 calendar month period ended July 12, 2017, 3,124,025
shares of the common stock of the Company have been offered.
A full-text copy of the amended prospectus is available at:
https://is.gd/KhxLPe
About China Commercial Credit
China Commercial Credit, Inc., offers financial services in China.
It provides direct loans, loan guarantees and financial leasing
services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.
China Commercial reported a net loss of US$1.98 million on US$1.29
million of total interest and fee income for the year ended Dec.
31, 2016, compared with a net loss of US$61.26 million on US$2.98
million of total interest income for the year ended Dec. 31, 2015.
As of March 31, 2017, China Commercial had $20.27 million in total
assets, $19.13 million in total liabilities and $1.13 million in
total shareholders' equity.
Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.
CHINA COMMERCIAL: Has Non-Binding Letter of Intent to Buy Sorghum
-----------------------------------------------------------------
China Commercial Credit, Inc., has entered into a non-binding
Letter of Intent with the parent company of Sorghum Investment
Holdings Limited, an enterprise in the smart finance industry
specializing in providing efficient and optimized financial
solutions, online investment and match-for-loan services to
individuals and small business owners in China.
Pursuant to the terms of the LOI, CCCR will acquire 100% of the
outstanding shares of Sorghum. As the transaction proceeds, the
Company will publicly disclose required information either through
press releases or SEC filings, as appropriate.
Mr. Long Yi, the chief financial officer and director of CCCR
stated: "Sorghum's outstanding performance, strong credibility and
good reputation make it a leader in the smart finance industry. We
believe this acquisition will expand our business into the smart
finance industry and, as a result, can increase our shareholders'
value. We are also very excited about the business opportunities
we could seek together with Sorghum in the financial services
industry."
Ms. Amy Huang, the chief executive officer and chairwoman of
Sorghum commented: "The combination of the two companies are
meaningful synergies, as both of our companies agreed to implement
a business strategy in conformity with China's Belt and Road
("B&R") national strategy. We hope to complement each other with
our own accumulation in the industry and we take smart technology
as the core to provide efficient and optimized financial solutions
for individuals and small business owners. This contemplated
investment continues our focus to diversify strong industrial logic
as well as build value for our shareholders by investing in this
exciting field. We look forward to leveraging our expertise in the
smart finance industry to benefit CCCR's reputation as a
NASDAQ-listed company."
Completion of the transaction is subject to due diligence
investigations by the relevant parties, the negotiation and
execution of a definitive share exchange agreement, satisfaction of
the conditions negotiated therein including the approval of the
Company's Board of Directors and shareholders, approval by NASDAQ
of the post-transaction entity's new listing application, and the
satisfaction of other customary closing conditions. There can be
no assurance that a definitive agreement will be entered into or
that the proposed transaction will be consummated. Further,
readers are cautioned that those portions of the LOI that describe
the proposed transaction, including the consideration to be issued
therein, are non-binding.
About China Commercial Credit
China Commercial Credit, Inc., offers financial services in China.
It provides direct loans, loan guarantees and financial leasing
services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.
China Commercial reported a net loss of US$1.98 million on US$1.29
million of total interest and fee income for the year ended Dec.
31, 2016, compared with a net loss of US$61.26 million on US$2.98
million of total interest income for the year ended Dec. 31, 2015.
As of March 31, 2017, China Commercial had $20.27 million in total
assets, $19.13 million in total liabilities and $1.13 million in
total shareholders' equity.
Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.
COCOA SERVICES: Files for Chapter 11 to Sell Biz to JB Cocoa
------------------------------------------------------------
Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C. have
sought Chapter 11 bankruptcy protection following the bankruptcy
filing seven months after their parent and top customer, Transmar
Commodity Group Ltd., filed for bankruptcy and pursued a wind-down
of its operations.
The Debtors are part of a vertically-integrated group of companies
that until recently supported multi-faceted services and a supply
chain for cocoa products, including commercial activity (i.e.,
sales and trading of cocoa products), purchasing and importation of
cocoa products, cocoa origination functions and processing for raw
cocoa products.
Cocoa Services operates a cocoa liquor and cocoa butter melting and
deodorizing facility in Logan Township, Gloucester County, New
Jersey. Morgan Drive is a real estate holding company that owns
the land and building at which Cocoa Services operates.
The Debtors are affiliates and wholly-owned subsidiaries of
Transmar Commodity Group, Ltd. ("TCG"), a debtor in its own chapter
11 bankruptcy case.
Cocoa Services' operations involve processing solid block raw cocoa
butter and cocoa liquor as well as the deodorization of raw cocoa
butter for the benefit of its customers. Cocoa Services is located
near Philadelphia and is well-situated to service the needs of
various customers on the East Coast and in the Mid-West.
Historically, Cocoa Services' largest customers were TCG and
Hershey, with TCG being by and large Cocoa Services' largest
customer. Since the filing of the TCG Bankruptcy Case, Hershey has
become Cocoa Services' primary and largest customer.
Prepetition Capital Structure
As of the Petition Date, Cocoa Services was indebted to Bank of the
West ("BOW") in the approximate amount of $5,308,526 pursuant to a
Master Equipment Financing Agreement dated April 8, 2014, pursuant
to which BOW loaned Cocoa Services funds to acquire, among other
things, certain machinery and equipment. As security for repayment
of this loan, Cocoa Services granted BOW a firs-tpriority security
interest in and lien upon certain of Cocoa Services' assets.
In connection with CS Series' acquisition of Lyons Cocoa's interest
in Cocoa Services in or about April 2014, CS Series executed an
unsecured promissory note dated April 14, 2014 in favor of Lyons
Cocoa in the original principal amount of $4,000,000. As of the
Petition Date, Cocoa Services owed Lyons Cocoa the approximate sum
of $2,024,662.
As of the Petition Date, the Debtors were also indebted to various
other unsecured creditors in a total approximate amount of
$508,137. Certain of these unsecured creditors, Cocoa Services
submits, are critical to both the continued operations of Cocoa
Services' business and the preservation of value of its assets.
Events Leading to Bankruptcy Cases
Robert J. Frezza, managing director with Deloitte CRG who was
tapped as the Debtors' CRO, explains that although historically
Cocoa Services has been a healthy, profitable company, the TCG
Bankruptcy Case, and TCG's subsequent wind-down, has caused Cocoa
Services significant financial distress. In particular, the loss
of TCG as Cocoa Services' largest customer has created a severe
liquidity crisis for Cocoa Services.
Further, given the fact that, as part of its rent to Morgan Drive,
Cocoa Services was obligated to pay the real estate taxes and other
real estate-related obligations of Morgan Drive, Morgan Drive
itself now also faces an imminent liquidity crisis.
As a result of these imminent liquidity crises, the Debtors have
determined that an immediate sale of substantially all of their
assets is the best alternative to maximize value for creditors.
Consequently, between approximately February and May 2017, the
Debtors embarked on a process to actively market their assets for
sale. In connection with this marketing process, a number of third
parties expressed interest in the Debtors' assets and entered into
confidentiality agreements with the Debtors enabling these third
parties to review documents and related due diligence materials.
As a result of the foregoing, in or about May 2017, the Debtors
received an offer to purchase substantially all of their assets
from an entity known as JB Cocoa, Inc. Shortly after the Petition
Date, the Debtors will be filing is a motion pursuant to Section
363 of the Bankruptcy Code to sell substantially all of their
assets, free and clear of liens, claims and encumbrances, to JB
Cocoa, subject to any higher or better offers.
In connection with their efforts to maximize the value of their
assets for the benefit of creditors, in recent weeks, Debtors have
also been involved in discussions with BOW in an effort to develop
a consensual path forward in these cases to accomplish the proposed
sale(s).
First Day Pleadings
To minimize the adverse effects of filing for chapter 11
protection, while at the same time maximizing value for the benefit
of all stakeholders, the Debtors have filed or will file a number
of pleadings requesting various "first day" relief.
Generally, the Debtors narrowly tailored the First Day Pleadings to
enable the Debtors to meet their goals of: (a) continuing
operations in chapter 11 with as little disruption as possible; (b)
maintaining the confidence and support of employees, vendors,
contract counterparties and service providers during these chapter
11 proceedings pending the ultimate sale of their assets; and (c)
establishing procedures for the smooth and efficient administration
of these Bankruptcy Cases.
A copy of the first-day affidavit is available at:
http://bankrupt.com/misc/Cocoa_S_12_1st_Day_Affidavit.pdf
About Cocoa Services
Cocoa Services, L.L.C., operates a cocoa liquor and cocoa butter
melting and deodorizing facility in Logan Township, Gloucester
County, New Jersey. Morgan Drive Associates LLC is a real estate
holding company that owns the land and building at which Cocoa
Services operates.
Cocoa Services and Morgan Drive are affiliates of and wholly-owned
subsidiaries of Transmar Commodity Group, Ltd. TCG filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016,
estimating assets and debt of $100 million and $500 million. The
case is pending before the Honorable James L. Garrity, Jr.
Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., filed
their own Chapter 11 petitions (Bankr. S.D.N.Y. 17-11936 and
17-11938) on July 14, 2017. The cases are also pending before
Judge Garrity.
Cocoa Services estimated assets and debt of $10 million to $50
million. Morgan Drive estimated assets and debt of $1 million to
$10 million.
Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel to
the Debtors. Klestadt Winters Jureller Southard & Stevens, LLP, is
local counsel. Deloitte Transactions And Business Analytics LLP's
Robert Frezza is the chief restructuring officer.
Prime Clerk LLC is the claims and noticing agent for Cocoa Services
and Morgan Drive.
COCOA SERVICES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Cocoa Services, L.L.C.
400 Eagle Court
Swedesboro, NJ 08085
About the Debtors: Cocoa Services operates a cocoa liquor and
cocoa butter melting and deodorizing facility
in Logan Township, Gloucester County, New
Jersey. Morgan Drive Associates LLC is a real
estate holding company that owns the land and
building at which Cocoa Services operates.
The Debtors are affiliates of and wholly-owned
subsidiaries of Transmar Commodity Group, Ltd.
("TCG"). TCG is currently a debtor in its own
chapter 11 bankruptcy case, styled In re
Transmar Commodity Group, Ltd., Case No.
16-13625 (the "TCG Bankruptcy Case") pending in
the Court, which case has been assigned to the
Honorable James L. Garrity, Jr.
Chapter 11 Petition Date: July 14, 2017
Affiliated debtors that simultaneously filed Chapter 11 petitions:
Debtor Name Case No.
----------- --------
Cocoa Services, L.L.C. 17-11936
Morgan Drive Associates, L.L.C. 17-11938
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Debtors'
General
Counsel: Tara J Schellhorn, Esq.
RIKER DANZIG SCHERER HYLAND & PERRETTI LLP
Headquarters Plaza
One Speedwell Ave
Morristown, NJ 07962
Tel: 973-451-8561
Fax: 973-451-8719
E-mail: tschellhorn@riker.com
Debtors'
Local
Counsel: Christopher J Reilly, Esq.
Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Tel: 212-972-3000
Fax: 212-972-2245
E-mail: creilly@klestadt.com
tklestadt@klestadt.com
Debtors'
Chief
Restructuring
Officer: Robert Frezza
DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS LLP
Debtors'
Claims &
Noticing
Agent &
Administrative
Advisor: PRIME CLERK LLC
https://cases.primeclerk.com/cocoaservices/
Cocoa Services'
Estimated Assets: $10 million to $50 million
Cocoa Services'
Estimated Debt: $10 million to $50 million
Morgan Drive's
Estimated Assets: $1 million to $10 million
Morgan Drive's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Bernd Herrmann, authorized officer.
The Debtors did not file a list of their 20 largest unsecured
creditors on the Petition Date.
A full-text copy of Cocoa Services' petition is available for free
at:
http://bankrupt.com/misc/nysb17-11936.pdf
A full-text copy of Morgan Drive's petition is available for free
at:
http://bankrupt.com/misc/nysb17-11938.pdf
COPYTELE INC: Appoints Presient, CEO and COO
--------------------------------------------
ITUS Corporation appointed Dr. Amit Kumar as president and chief
executive officer of the Company and Michael Catelani as chief
operating officer of the Company effective July 6, 2017.
Dr. Kumar, age 53, has served as a director of the Company since
Nov. 30, 2012, and as executive chairman of the Company's Board of
Directors since Aug. 23, 2016. From June 15, 2015, until Aug. 23,
2016, Dr. Kumar served as vice chairman of the Board. Dr. Kumar
served as a strategic advisor to the Company since Sept. 19, 2012.
Dr. Kumar has been executive chairman of the board of directors of
Anixa Diagnostics Corporation, a wholly-owned subsidiary of the
Company since June 15, 2015. Upon his appointment as Executive
Chairman of Anixa, Dr. Kumar resigned from his position as the CEO
of Geo Fossil Fuels LLC, an energy company, which he had held since
December 2010. From September 2001 to June 2010, Dr. Kumar was
President and CEO of CombiMatrix Corporation, a NASDAQ listed
biotechnology company and also served as director from September
2000 to June 2012. Dr. Kumar was vice president of Life Sciences
of Acacia Research Corporation, a publicly traded investment
company, from July 2000 to August 2007 and also served as a
director from January 2003 to August 2007. Dr. Kumar has served as
Chairman of the board of directors of Ascent Solar Technologies,
Inc., a publicly-held solar energy company, since June 2007, and as
a director of Aeolus Pharmaceuticals, Inc. since June 2004. Dr.
Kumar holds an A.B. in Chemistry from Occidental College and Ph.D.
from Caltech and completed his post-doctoral training at Harvard
University. Dr. Kumar has experience in technology driven
startups, both at the board of directors and operating levels, in a
broad variety of areas including finance, acquisitions, research
and development, and marketing, and has served as a director and/or
officer of various publicly traded companies.
Mr. Catelani, age 50, has served as the Company's chief financial
officer since Nov. 1, 2016, and will remain in that position in
addition to serving as the Company's chief operating officer. Mr.
Catelani is a seasoned executive with over 25 years of experience
in finance, auditing, and operations. Since October 2012, Mr.
Catelani has served as a contract chief financial officer to a
number of established privately held businesses in the
biotechnology field. Previously, in July 2006, Mr. Catelani
co-founded Tacere Therapeutics, Inc., a privately held
biotechnology company, and served as its chairman, president and
chief financial officer until its sale in October 2012. Prior to
Tacere, Mr. Catelani served on the Board of Directors and was the
chief financial officer of Benitec Biopharma Limited, an Australian
Stock Exchange-listed biotechnology company. Prior to Benitec, Mr.
Catelani served as vice president and chief financial officer at
Axon Instruments, a U.S. corporation publicly traded on the
Australian Stock Exchange that is a leading designer and
manufacturer of instrumentation and software systems for
biotechnology and diagnostics research. Prior to Axon, Mr.
Catelani served as the Vice President of Finance for Media Arts
Group, Inc., an NYSE-listed company. Mr. Catelani has also worked
with several early stage start-up companies in a variety of
industries, including biotechnology, retail, waste water recovery,
and distributed power generation, in both advisory and management
roles. Mr. Catelani began his professional career at Ernst & Young
and is a CPA. He received his B.S. degree in business
administration, with a concentration in accountancy, from
Sacramento State University and earned his MBA from the University
of California, Davis.
In connection with Mr. Catelani's appointment as chief operating
officer he will receive an annual base salary of $229,000 per year.
The Company has also granted Mr. Catelani options to purchase an
aggregate of 200,000 shares of the Company's common stock with an
exercise price of $0.96 based upon the closing sales price of the
Company's common stock on the trading day of the approval of such
options by the Company's Compensation Committee. The options,
which were granted under the Company's 2010 Share Incentive Plan,
will vest over a four year period, with one quarter of the options
vesting on the first anniversary of Mr. Catelani's stock option
grant and the remaining three quarters of the options vesting
quarterly over the remaining three year period.
Dr. Kumar replaced Mr. Robert Berman, who resigned as the Company's
President and chief executive officer on July 6, 2017. On the same
day, Mr. Berman also resigned as a director of the Company.
According to the Company, Mr. Berman did not resign from his
position as a director as a result of any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices. The Company is currently negotiating a
severance agreement with Mr. Berman.
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corp reported a net loss of $5.01 million on $300,000 of
total revenue for the year ended Oct. 31, 2016, compared to a net
loss of $1.37 million on $9.25 million of total revenue for the
year ended Oct. 31, 2015. As of April 30, 2017, ITUS had $7.24
million in total assets, $3.66 million in total liabilities and
$3.58 million in total shareholders' equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Oct. 31, 2016, citing that the Company has
limited working capital and limited revenue-generating operations
and a history of net losses and net operating cash flow deficits.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
CPM HOLDINGS: Moody's Affirms B2 CFR Amid $60MM Loan Add-on
-----------------------------------------------------------
Moody's Investors Service affirmed CPM Holdings, Inc.'s B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
Rating following the proposed $60 million add-on to the company's
first and second lien credit facilities that will be used to
partially fund a dividend to shareholders. Moody's also affirmed
the B1 instrument ratings on the first lien term loan and revolver
as well as a Caa1 rating on the second lien term loan. The
company's SGL-2 Speculative Grade Liquidity Rating has been
withdrawn and the outlook remains stable. CPM Holdings, Inc. is the
ultimate parent company of CPM Acquisition Corp. and Crown
Acquisition Corp. (co-borrowers) and is the guarantor (along with
the company's domestic subsidiaries) of the company's credit
facilities.
The proposed transaction will utilize $50 million of incremental
first lien term loan and $10 million of incremental second lien
term loan, along with approximately $32 million of cash, to fund a
$90 million distribution to shareholders and pay related fees and
expenses. The company will also reduce the size of its revolver to
$20 million from $30 million and is seeking to reduce pricing on
its second lien term loan by about 100 basis points. While the
transaction is credit negative, as it will increase leverage by a
little less than half a turn and exemplifies the company's
willingness to keep leverage at elevated levels, the affirmation of
the B2 CFR reflects Moody's expectation that improved operating
performance will support credit deleveraging over the next 12-18
months. In addition, the company will benefit from the reduced
pricing on the second lien facility that will partially offset the
impact to cash interest expense resulting from the incremental
debt.
Moody's estimates lease adjusted leverage pro-forma for the
transaction and recent acquisitions in the mid-to-high 5 times
range for the LTM period ended March 31, 2017, with interest
coverage (EBITA/Interest expense) a little over 2 times. However,
after accounting for reportedly strong quarter-to-date performance
through May 31, 2017 (the company's third quarter), pro-forma
leverage drops to the low-5 times range with EBITA/Interest
approaching the mid-2 times range. Third quarter operating
performance has benefitted from increased oilseed and plastic
extrusion orders, as well as an improvement in EBITDA margin
resulting from some projects that were completed below budget.
Moody's took the following rating actions:
Issuer: CPM Holdings, Inc.
Corporate Family Rating, Affirmed at B2
Probability of Default Rating, Affirmed at B2-PD
$365 Million Senior Secured First Lien Term Loan due 2022 ($359
million outstanding including incremental $50 million), Affirmed at
B1 (LGD3)
$20 Million Senior Secured First Lien Revolving Credit Facility
due 2020 (reflects $10 million reduction), Affirmed at B1 (LGD3)
$110 Million Senior Secured Second Lien Term Loan due 2023
(includes incremental $10 million), Affirmed at Caa1 (LGD5)
Outlook, Maintained at Stable
Speculative Grade Liquidity Rating, Withdrawn at SGL-2
RATINGS RATIONALE
CPM's B2 CFR reflects the company's modest scale and
highly-cyclical business, combined with a highly levered balance
sheet. Demand for new agricultural and food processing machinery
can be influenced significantly by changes in agricultural business
conditions, global macroeconomic conditions, and availability of
financing. CPM's business mix is weighted toward new equipment
sales and the cash flow generated by the relatively stable spare
parts business is modest, but growing relative to the company's
absolute debt position. The rating incorporates tolerance for
significant peak-to-trough declines in EBITDA during downturns,
but, in part due to low capital spending requirements associated
with an outsourced manufacturing model, assumes that the company
will continue to generate positive free cash flow on a rolling
twelve month basis. The rating also assumes that in the event of an
evident downturn, CPM will proactively reduce debt or build
elevated cash balances, taking advantage of cash flows from its
long-dated order backlog and spare parts business. Strong
competitive positions and the outsourced manufacturing model help
maintain profit margins and reduce cash outflows during such
periods of weakness. Over a longer horizon, Moody's believes that
the company's key end markets have very favorable dynamics tied to
global economic growth, an increasing global middle class, and
increasing consumption of meat products that have a multiplier
effect on the demand for agricultural commodities.
CPM's liquidity profile is good, supported by cash on the balance
sheet ($64 million unrestricted as of March 31, 2017) and Moody's
expectation that the company will have around $30 million of
availability between the company's domestic and international
revolving credit facilities upon close of the transaction. Moody's
expects the company will generate sufficient EBITDA to cover cash
interest, taxes, and capital expenditures over the next 12-18
months. While positive free cash flow is likely on a rolling four
quarter basis, volatile working capital needs could lead to
negative free cash flow in certain quarters and could lead the
company to use some of its balance sheet cash to manage these
needs.
A $20 million committed domestic revolving credit facility and
approximately $30 million European bank credit facility (which
provides for a revolving credit facility of up to $10 million and a
bank guarantee facility of approximately 18 million Euro) are good
sources of back-up liquidity. The domestic credit agreement
contains a springing first lien net leverage test which will be
modified as part of this transaction (to 5.25 times maximum
leverage with no step downs). Moody's does not expect the company
to trigger this test, however if it were tested, sufficient cushion
is anticipated. In addition, the international credit agreement
contains a minimum EBITDA test. While Moody's does not anticipate
the company will violate this test and expects it will have
sufficient balance sheet cash to remedy an unforeseen violation, it
is noted that as of quarter ended March 31, 2017 there was minimal
cushion on this covenant.
The stable outlook reflects Moody's expectation for improved
operating performance in the second half of 2017 and into 2018 as
the company works through its meaningful backlog, which should
drive credit metric improvement. The outlook also assumes the
company will maintain its good liquidity profile.
Ratings could be upgraded if Moody's expected the company could
withstand a moderate downturn without financial leverage exceeding
4.5 times or interest coverage (EBITA/Interest Expense) falling
below 2 times. An upgrade would also require an expectation that
financial policies will sustain credit metrics at these levels.
Ratings could be downgraded if Moody's expected leverage above 6
times, EBITA/Interest Expense below 1.5 times, negative free cash
flow on a rolling twelve month basis, or a substantive
deterioration in liquidity.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
CPM Holdings, Inc. provides process machinery and technology to
various agricultural end markets including oilseed, animal feed,
breakfast cereal and snack food, and biofuels. CPM has been
privately-owned by Gilbert Global Equity since 2003 with returns of
capital in 2012, 2015, and 2017. Headquartered in Waterloo, Iowa,
the company generated just under $370 million of revenue for the
twelve months ended March 31, 2017.
CPM HOLDINGS: S&P Lowers CCR to 'B' on Dividend Recapitalization
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on CPM
Holdings Inc. to 'B' from 'B+'. The outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's pro forma first-lien credit facilities to 'B' from
'B+'. The '3' recovery rating remains unchanged, indicating our
expectation for meaningful recovery (50%-70%; rounded estimate:
50%) in the event of a default. The pro forma first-lien credit
facilities include an incremental $50 million first-lien term loan,
which CPM will use to fund a dividend.
"Additionally, we lowered our issue-level rating on the company's
pro forma second-lien credit facilities to 'B-' from 'B'. The '5'
recovery rating remains unchanged, indicating our expectation for
modest recovery (10%-30%; rounded estimate: 10%) in the event of a
default. The pro forma second-lien credit facilities will include
an incremental $10 million second-lien term loan, which CPM will
also use to fund a dividend."
S&P said, "The downgrade follows CPM Holdings' proposal for a $90
million dividend, which it expects to fund with $60 million of
incremental debt and $20 million of balance sheet cash. Following
the dividend, the company's leverage will increase to approximately
5.8x based on its trailing 12 month adjusted EBITDA as of March 31,
2017.
"The stable outlook on CPM Holdings Inc. reflects our expectation
that moderately improving end-market demand, supported by its
growing backlog, will improve the company's operating performance
over the next 12 months. We expect that the company will maintain
an adjusted debt-to-EBITDA of 5.4x and a FFO-to-debt ratio of 10%
during the next 12 months. We also anticipate that it will continue
to pursue bolt-on acquisitions, though we do not believe that the
company would undertake any transactions that would materially
impact its credit measures.
"Although unlikely over the next 12 months, we could lower our
ratings on CPM if slower-than-expected global economic growth
causes the demand for agricultural and food processing machinery to
decline. Under such a scenario, we would expect the company's
adjusted debt-to-EBITDA to exceed 6x and its FFO-to-debt ratio to
fall to approximately 8% with no near-term prospects for
improvements. This could occur if CPM's sales decline by the
low-single digit percent area while its operating margin decreases
by 250 basis points (bps). We could also lower our ratings if we do
not expect that the company will generate positive FOCF or if its
liquidity becomes constrained.
"We could raise our rating on CPM if the company generates a
better-than-expected operating performance such that its adjusted
debt-to-EBITDA falls below 5x and its FFO-to-debt ratio exceeds 12%
on a sustained basis. This could occur if the company's sales
increase by the mid-single digit percent area while its operating
margin improves by 250 bps. In addition, we would require the
company and its financial sponsor to commit to financial policies
that support the higher rating."
CST INDUSTRIES: Hires Hughes Hubbard as Attorney
------------------------------------------------
CST Industries Holdings Inc., et al., seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Hughes
Hubbard & Reed LLP as attorney, nunc pro tunc to the June 9, 2107
petition date.
The Debtors require Hughes Hubbard to:
(a) take all necessary actions to protect and preserve the
estates of the Debtors, including prosecuting actions on
the Debtors' behalf, defending any action commenced against
the Debtors, representing the Debtors in negotiations
concerning litigation in which the Debtors are involved and
preparing objections to claims filed against the Debtors;
(b) prepare all pleadings in connection with these Chapter 11
cases, including motions, applications, answers, orders,
reports, and other papers necessary or otherwise beneficial
to the administration of the Debtors' estates;
(c) take all necessary or appropriate action on behalf of the
Debtors to obtain approval of a disclosure statement,
confirmation of a plan of reorganization and all documents
related thereto;
(d) take all necessary actions to protect and preserve the
value of the Debtors' affiliates and all related matters;
(e) advise the Debtors with respect to their powers and duties
as debtors-in-possessions in the continued management and
operation of their businesses and properties;
(f) attend meetings and negotiating with representatives of the
creditors and other parties in interest;
(g) represent the Debtors in connection with using cash
collateral and obtaining post-petition financing;
(h) advise the Debtors in connection with any potential
acquisition or sale of assets;
(i) appear before this Court and any appellate courts to
represent the interests of the Debtors' estates; and
(j) perform all other necessary legal services for the Debtors
in connection with the prosecution of these Chapter 11
Cases, including:
-- analyzing the Debtors' leases and contracts and
assumptions, rejections, or assignments thereof;
-- analyzing the validity of liens against the Debtors;
-- performing all other legal services necessary or
appropriate to effectuate the financial restructuring
of the Debtors; and
-- advising the Debtors on corporate governance,
corporate and litigation matters involving the
Debtors and their subsidiaries.
Hughes Hubbard will be paid at these hourly rates:
Partners $850-$1,250
Counsel $725-$975
Associates $425-$800
Legal Assistants $290
Hughes Hubbard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Hughes Hubbard holds a retainer in the amount of $400,000 (Fee
Advance) as of the petition date. During the 90-day period prior to
the commencement of these cases, Hughes Hubbard received from the
Debtors an aggregate amount of $3,103,743.88. This includes amounts
for professional services performed and expenses incurred and
advance payment to cover an estimate of charges through the time of
the commencement of these cases for professional services performed
and to be performed, and expenses incurred and to be incurred, in
connection with the Chapter 11 cases.
Kathryn A. Coleman, partner of Hughes Hubbard, 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.
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:
-- Hughes Hubbard represented the Debtors in the four months
leading to the Petition Date. There were no adjustments in
the four-month period. During the prepetition period, Hughes
Hubbard invoiced the Debtors on a regular basis. Hughes
Hubbard's billing rates and material financial terms with
respect to this engagement have not changed post-petition
other than to comply with the provisions of the Bankruptcy
Code and any Orders relating to the timing and payment of
the compensation and reimbursement of expenses.
-- The Debtors have approved Hughes Hubbard's prospective
budget and staffing plan for the period through August 31,
2017. The Debtors and Hughes Hubbard will work together to
revise the budget and staffing plan as needed.
Hughes Hubbard can be reached at:
Kathryn A. Coleman, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, New York 10004-1482
Tel: (212) 837-6000
Fax: (212) 422-4726
E-mail: katie.coleman@hugheshubbard.com
About CST Industries Holdings Inc.
CST Industries, Inc. -- https://www.cstindustries.com/ -- is a
global manufacturer of factory coated bolted steel storage tanks,
aluminum geodesic domes and specialty covers. The Company has five
manufacturing facilities and technical design centers and multiple
regional sales offices located throughout North America and the
United Kingdom. International offices are located in Argentina,
Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama,
Singapore, South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam.
CST Holdings, Inc., parent of CST Industries and CST Power &
Construction, Inc., is a privately held corporation that is
majority-owned by funds affiliated with The Sterling Group, a
Houston, Texas-based private equity firm which owns approximately
60% of CST Holdings' stock. The Sterling Group has held a majority
of CST Holdings' stock since 2006.
CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
The Office of the U.S. Trustee on June 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of CST Industries Holdings Inc. and its
affiliates. The Committee hired Lowenstein Sandler LLP, as counsel,
Shaw Fishman Glantz & Towbin LLC, as co-counsel, and Teneo
Restructuring and Teneo Capital LLC, as investment banker.
CST INDUSTRIES: Taps Potter Anderson as Co-counsel
--------------------------------------------------
CST Industries Holdings Inc., et al. seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Potter
Anderson & Corroon LLP as co-counsel, nunc pro tunc to the June 9,
2017 petition date.
The Debtors require Potter Anderson to:
(a) take all necessary actions to protect and preserve the
estates of the Debtors, including prosecuting actions on
the Debtors' behalf, the defense of any action commenced
against the Debtors, the negotiation of disputes in which
the Debtors are involved, and the preparation of objections
to claims filed against the Debtors' estates;
(b) provide legal advice with respect to the Debtors' powers
and duties as debtors in possession as the Debtors move
forward with the Chapter 11 Cases;
(c) negotiate, prepare and pursue a plan and disclosure
statement and the approval of the same;
(d) prepare on behalf of the Debtors, as debtors in possession,
necessary motions, applications, answers, orders,
pleadings, reports, and other legal papers in connection
with the continued administration of the Debtors' estates;
(e) appear in Court on behalf of the Debtors;
(f) assist with any disposition of the Debtors' assets, by sale
or otherwise;
(g) perform all other legal services in connection with the
Chapter 11 Cases as may reasonably be required.
Potter Anderson will be paid at these hourly rates:
Partners $465-$1,130
Associates $310-$445
Paralegals $175-$295
Other Administrative Staff $95-205
Potter Anderson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeremy W. Ryan, partner of Potter Anderson, 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 estate.
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:
-- Potter Anderson has not agreed to a variation of its
standard or customary billing arrangement for this
engagement;
-- None of Potter Anderson's professionals included in this
engagement have varied their rate based on the geographic
location of these Chapter 11 Cases;
-- Potter Anderson has only represented the Debtors in
connection with this matter. The billing rates and material
terms of the representation prior to the Petition Date are
the same as the rates and terms described in this
Application; and
-- The Debtors and Potter Anderson expect to develop a
prospective budget and staffing plan for Potter Anderson's
engagement for the post-petition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget may
be amended as necessary to reflect changed or unanticipated
developments.
Potter Anderson can be reached at:
Jeremy W. Ryan, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street,
6th Floor, Wilmington,
Delaware 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
About CST Industries Holdings Inc.
CST Industries, Inc. -- https://www.cstindustries.com/ -- is a
global manufacturer of factory coated bolted steel storage tanks,
aluminum geodesic domes and specialty covers. The Company has five
manufacturing facilities and technical design centers and multiple
regional sales offices located throughout North America and the
United Kingdom. International offices are located in Argentina,
Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama,
Singapore, South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam.
CST Holdings, Inc., parent of CST Industries and CST Power &
Construction, Inc., is a privately held corporation that is
majority-owned by funds affiliated with The Sterling Group, a
Houston, Texas-based private equity firm which owns approximately
60% of CST Holdings' stock. The Sterling Group has held a majority
of CST Holdings' stock since 2006.
CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
The Office of the U.S. Trustee on June 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of CST Industries Holdings Inc. and its
affiliates. The Committee hired Lowenstein Sandler LLP, as counsel,
Shaw Fishman Glantz & Towbin LLC, as co-counsel, and Teneo
Restructuring and Teneo Capital LLC, as investment banker.
DELCATH SYSTEMS: Has Private Placement of $2M Preferred Shares
--------------------------------------------------------------
Delcath Systems, Inc., has amended its current report on Form 8-K
filed with the Securities and Exchange Commission on July 6, 2017,
to amend the disclosure regarding the form of offering which was
structured as a private placement instead of a registered direct
offering.
On June 29, 2017, the Company's Board authorized the establishment
of a new series of preferred stock designated as Series B Preferred
Stock, $0.01 par value, the terms of which are set forth in the
certificate of designations for such series of Preferred Stock
which was filed with the State of Delaware on July 5, 2017. The
Series B Preferred Stock will be entitled to the whole number of
votes equal to $2.0 million divided by $0.1867 (the closing bid
price on July 5, 2017, the date of sale of the Series B Preferred
Stock), or 10,712,372 votes. The Series B Preferred Stock has no
dividend, liquidation or other rights which are preferential to the
Company's common stock and may be converted into shares of its
common stock at a price equal to $0.1530 per share upon the earlier
of the date of closing to the extent that the holder thereof
reallocates shares of our common stock reserved for issuance under
its certain senior secured convertible notes to conversion of the
Series B Preferred Stock and otherwise three business days after
receipt of shareholder approval of a reverse split of the Company's
Common Stock for which the Company intends to seek shareholder
approval immediately upon closing of the purchase.
On July 11, 2017, the Company entered into an Amended and Restated
Securities Purchase Agreement pursuant to which the Investors
agreed to purchase the Series B Preferred Stock on a restricted
basis without receipt of any further consideration therefor. The
restricted shares of Series B Preferred Stock have no registration
rights and thus will not be eligible for legend removal for a
period of at least six months from the date of closing. This
Amended Purchase Agreement amends the July 5, 2017, Securities
Purchase Agreement into which the Company entered with certain
institutional investors for the sale by the Company of 2,360 shares
of Series B Preferred Stock in a registered direct offering. The
aggregate gross proceeds for the sale of the Series B Preferred
Stock is $2.0 million. The Company intends to use the proceeds
from the transactions for general corporate purposes. Pursuant to
leak out agreements signed by the Investors and the Company,
through July 31, 2017, the Investors may only sell on any trading
day in the aggregate shares of the Company's common stock owned by
them equal to 35% of the daily average composite trading volume of
its common stock as reported by Bloomberg, LP on such trading day.
The shares of Series B Preferred Stock were offered and sold by the
Company in a private placement transaction exempt from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company has thus abandoned the prospectus supplement filed in
conjunction with the shelf registration statement on Form S-3,
which was filed with the SEC on Oct. 7, 2015, and subsequently
declared effective on October 20, 2015 (File No. 333-207331), and
the base prospectus dated as of
Oct. 20, 2015.
As of July 5, 2017, the remaining outstanding principal amount of
the Notes is $15.7 million.
About Delcath Systems
Delcath Systems, Inc., is an interventional oncology Company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects. The Company has commenced a global Phase 3 FOCUS
clinical trial for Patients with Hepatic Dominant Ocular Melanoma
(OM) and a global Phase 2 clinical trial in Europe and the U.S. to
investigate the Melphalan/HDS system for the treatment of primary
liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC).
Melphalan/HDS has not been approved by the U.S. Food & Drug
Administration (FDA) for sale in the U.S. In Europe, its system
has been commercially available since 2012 under the trade name
Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT),
where it has been used at major medical centers to treat a wide
range of cancers of the liver.
Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015.
As of March 31, 2017, Delcath had $31.03 million in total assets,
$31.62 million in total liabilities and a total stockholders'
deficit of $586,000.
Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
DEPOMED INC: Moody's Assigns B3 CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Depomed, Inc. Moody's also
assigned an SGL-2 Speculative Grade Liquidity Rating and Ba3
ratings to the company's proposed $385 million senior secured
credit facilities. These consist of a $35 million five-year
revolving credit facility that will be undrawn at closing, and a
$350 million seven-year term loan. Proceeds from the term loan,
together with cash on hand, will be used to repay the company's
existing $375 million senior secured notes. The rating outlook is
stable.
Ratings assigned:
Depomed, Inc.:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
Senior secured bank credit facilities at Ba3 (LGD 2)
Speculative Grade Liquidity Rating at SGL-2
The outlook is stable.
RATINGS RATIONALE
The B3 Corporate Family Rating reflects Depomed's moderate size,
limited revenue diversity, and Moody's expectation for high
financial leverage over the next 12 to 18 months. Roughly 60% of
revenues are concentrated in Depomed's largest product, Nucynta, an
opioid indicated for pain. Nucynta will be challenged for growth as
payor and physician scrutiny of the opioid category has intensified
due to the potential for opiod abuse. At the same time, there is
risk that the company's change in salesforce strategy does not
successfully stabilize demand for Depomed's other products, which
have seen declining revenue. Because of these declines, Moody's
expects that adjusted debt/EBITDA will increase to above 6.5 times
by the end of 2017 before declining in 2018. The rating is
supported by Moody's expectation of solid free cash flow stemming
from Depomed's high margins, low R&D expense and modest capital
expenditures. Moody's believes that Depomed will use its free cash
flow to repay debt. Further, Depomed has relatively good patent
protection on its product portfolio and will not likely face
generic competition for the next several years.
Moody's anticipates that Depomed will maintain good liquidity over
the next 12 to 18 months. This reflects its solid cash flow,
exceeding $75 million annually.
The Ba3 rating on the credit facilities reflects its first priority
security on nearly all of the assets of the borrower and the
substantial loss absorption provided by $345 million of convertible
notes (unrated).
The stable outlook reflects Moody's expectation that Depomed will
maintain good liquidity and improve operating performance in 2018
following expected earnings declines in 2017.
The ratings could be upgraded if Depomed increases its scale and
revenue diversity and returns to positive revenue and earnings
growth. An upgrade would also require good liquidity and adjusted
debt/EBITDA sustained below 5.0x.
The ratings could be downgraded if Depomed's operating performance
remains weak, challenges for opioid drugs increase, or the risk of
generic competition heightens. Moody's could downgrade the ratings
if liquidity weakens, or if debt/EBITDA is sustained above 7.0x.
Depomed, Inc. is a publicly-traded US-based specialty
pharmaceutical company that sells a portfolio of branded drugs
focused on pain and other central nervous system conditions. Annual
sales approximate $440 million.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
DEPOMED INC: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' corporate credit
rating to Depomed Inc. The outlook is stable. At the same time, S&P
said assigned its 'BB-' issue-level rating and '2' recovery rating
to the company's $350 million term loan due 2024. The '2' recovery
rating indicates our expectations of substantial recovery (70%-90%;
rounded estimate: 85%) in the event of default. S&P also assigned
its 'B-' issue-level rating and '6' recovery rating to the
company's $345 million Convertible Senior notes due 2021. The '6'
recovery rating indicates S&P's expectation for negligible recovery
(0%-10%; rounded estimate: 0%).
S&P said, "Our 'B+' corporate credit rating on Depomed reflects the
company's relative lack of size, scale, and diversity, given its
dependence on its NUCYNTA pain franchise, limited market share in
the pain treatment market, current industry headwinds due to opioid
abuse concerns, and leverage that we currently expectto be in the
mid-4x range.
"The stable outlook reflects our expectation that credit ratios
will stay within the same range over the next 12 months. We expect
revenue and earnings contraction in 2017 from continued decline in
the opioid market, strategic changes in the sales force, and senior
management changes. Partially mitigating these factors is Depomed's
strong cash flow generation and the recent reduction in debt with
balance sheet cash.
"We could lower the rating if Depomed's sales force realignment
fails to grow revenues, profitability erodes, or activist
shareholder initiatives lead to significant share buybacks or
dividends. If any of the scenarios above lead to leverage to rising
above 5x with limited prospects for improvement, we could consider
a lower rating.
"While unlikely over the next year, we could raise the rating if
Depomed can maintain leverage under 4x on a sustained basis. Such
scenario could occur if Depomed's portfolio significantly
outperforms our mid signal digit sales growth and/or stable margin
projections. However, the company's relative lack of size, scale,
and diversity remains a sizable hurdle for a higher rating."
EATERIES INC: Secured Creditors Buying All Assets for $1.1M
-----------------------------------------------------------
Eateries, Inc., and GRP of Zanesville, LLC, ask the U.S. Bankruptcy
Court for the Western District of Oklahoma to authorize the sale of
substantially all assets to Fresh Capital LLC, Fiesta Holdings,
Inc., and Practical Investors, LLC, or their nominee for
$1,100,000, subject to higher and better offers.
A hearing on the Motion is set for Sept. 13, 2017 at 9:30 a.m.
Objections, if any, must be filed no later than 21 days from the
date of the filing of the Motion.
Immediately prior to the filing of the bankruptcy, Eateries
(directly or through its various subsidiaries, including
Zanesville) operated a chain of 15 restaurants located in nine
states, and employed more than 450 people. These restaurants are
located in various shopping malls whose business is directly
related to the volume of shoppers visiting the anchor tenants in
such malls.
The continued increase in online shopping has left brick-and-mortar
shopping centers to fight over a smaller group of consumers. As a
result, over the last year certain segments of the retail shopping
industry have experienced a significant downturn resulting in
announcements by Macy's, Sears, and, most recently, JCPenney that
they have or will close hundreds of these anchor stores. This
downturn has had a direct impact on this business of those
restaurants located in shopping malls experiencing decreased
business.
As a result of the decreased business, Eateries has been attempting
to renegotiate its lease terms with several of its landlords
without success. Indeed, the downturn has resulted in the closure
of four of Eateries' restaurant locations in advance of the filing
of this bankruptcy, leaving 11 locations in operation in six
states, employing approximately 375 people, at the time of the
filing of the case.
The Debtors have been unable to raise sufficient capital to
continue operating and developing its assets because of their
current capital structure and the decline in the shopping mall
based restaurant business. As a result, they have reached an
agreement to sell the Purchased Assets, subject to higher and
better offers, to the Purchaser.
The significant terms of the Sale set forth in the Letter of Intent
are:
a. Purchase Price: $1,100,000
b. Closing Conditions: The primary conditions necessary to close
this transaction require the execution of the Stalking Horse APA,
approval by relevant state agencies of the transfer of various
liquor licenses and entry of an order from the Court approving the
Sale that has not been stayed, modified or reversed.
c. Two-Step Sale Process: The closing will occur in two phases.
The First Closing will occur as soon as possible after the
satisfaction of the Closing Contingencies in Section 9 of the LOI
and the Second Closing will occur within two business days after
the satisfaction of the Closing Contingencies in Section 10 of the
LOI, or such other time and date as the Parties may agree to in
writing.
d. Higher and Better Offers: The sale of the Purchased Assets
will be subject to higher and better offers through a marketing and
auction process conducted by the Debtors and its professionals.
The details of the auction process are in Sections 13 and 14 of the
LOI.
A copy of the LOI attached to the Motion is available for free at:
http://bankrupt.com/misc/Eateries_Inc_141_Sales.pdf
The Debtors believe the parties claiming valid and perfected liens,
claims or encumbrances to the Purchased Assets are the SpiritBank,
an Oklahoma Banking Corp. ("DIP Lender") in an amount not exceeding
$500,000 pursuant to the DIP Order, and collectively Fresh Capital,
LLC, Fiesta Holdings, Inc. and Practical Investors, LLC ("Secured
Creditor") pursuant to certain documents executed and delivered
pre-petition to Secured Creditor by the Debtors. The Lien Holders
have consented to the Sale on the terms stated and in the Stalking
Horse APA. They are not aware of any legal or factual basis to
dispute the nature, extent or validity of the liens, claims and
encumbrances of the Secured Creditor. To the best of their
knowledge, information and belief after due inquiry, that the
Stalking Horse Bidder is a known insider and secured creditor of
the Debtors.
The Stalking Horse Bidder will be allowed to credit bid up to the
full amount of their claims which total $1,331,845. The Sale will
be free and clear of all liens, claims, encumbrances, and
interests. A copy of the Stalking Horse APA will be filed with the
Court at least seven days in advance of the hearing on the Bid
Procedures Motion. The Debtors have filed, in conjunction with the
Sale Motion, its Bidding Procedures Motion, in connection with the
sale of the Purchased Assets.
Under the terms of the Stalking Horse APA, executory contracts and
unexpired leases that are to be assumed and assigned by Stalking
Horse Bidder as set forth on schedules to the Stalking Horse APA.
Assumption and assignment of the Assumed Executory Contracts is
necessary for consummation of the Sale and the Debtors will no
longer have use for the Assumed Executory Contracts following the
closing of the sale.
The Debtors propose to pay customary closing costs and cure claims
as provided in the APA, and then to pay in full the DIP Facility
without the need for any further authorization from the Court. The
Court has approved the DIP Facility loan by interim order and as a
part of such loan, granted to DIP Lender a lien upon the Purchased
Assets. There is no doubt the post-petition liens of DIP Lender
upon the Purchased Assets are valid and existing liens. Payment of
the DIP Facility is in compliance with the post-petition loan
agreements approved and authorized by the Court. The balance of
the sale proceeds will be held in escrow by the Debtors pending
further order of the Court.
In the exercise of its business judgment, the Debtors believe the
Sale is in the best interest of all parties and represents the
highest and best price received prior to the filing of the Sale
Motion. Accordingly, the Debtors ask the Court to approve the
relief requested.
Due to the necessity to facilitate the orderly and more
importantly, timely sale of the Purchased Assets, the Debtors ask
that the Court lifts the stay provided by Federal Rule of
Bankruptcy Procedure 6004(h) which provides that an order
authorizing the sale of property is stayed for 14 days after the
entry of such order, unless the Court orders otherwise. Given the
sufficiency of notice to all parties in interest, the Debtors ask
that the Court relieve them of the stay provided by the rule.
Counsel for the Debtors:
Mark A. Craige, Esq.
CROWE & DUNLEVY
500 Kennedy Building
321 South Boston Avenue
Tulsa, Oklahoma 74103-3313
Telephone: (918) 592-9800
Facsimile: (918) 592-9801
E-mail: mark.craige@crowedunlevy.com
- and -
Lysbeth George, Esq.
CROWE & DUNLEVY, P.C.
324 N. Robinson, Ste. 100
Oklahoma City, OK 73102
Telephone: (405) 235-7700
Facsimile: (405) 239-6651
E-mail: lysbeth.george@crowedunlevy.com
About Eateries and Fiesta Holdings
Edmond, Oklahoma-based Fiesta Holdings, Inc., filed a Chapter 11
petition (Bankr. W.D. Okla. Case No. 12-16223) on Dec. 28, 2012,
estimating assets of $1 million to $10 million and liabilities of
less than $50 million.
Eateries Inc. filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 12-16224) on Dec. 28, 2012, estimating less than $10 million
in assets and at least $10 million in liabilities.
The Chapter 11 petitions of both debtors were signed by Preston
Stockton, as president.
Both debtors are represented by Stephen J. Moriarty, Esq., at
Fellers Snider.
ENERGY FUTURE: Moody's Rates $6.3BB DIP Term Loan 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $6.3 billion
debtor-in-possession term loan (DIP term loan) at Energy Future
Intermediate Holding Company LLC (EFIH) as per an order approved by
the US Bankruptcy Court for the District of Delaware on June 26,
2017. The rating primarily reflects the collateral coverage
available to the DIP lenders and the structural features of the DIP
term loan. EFIH, its parent company Energy Future Holdings Corp.,
and certain affiliates filed for bankruptcy protection under
Chapter 11 on April 29, 2014. Subsequently, Moody's withdrew all
ratings for EFIH on May 1, 2014 following the Chapter 11 bankruptcy
filing.
Ratings assigned to EFIH as Debtor-in-Possession are:
Issuer: Energy Future Intermediate Holding Company LLC (DIP)
Senior Secured Term Loan, Assigned Ba3
The rating on the DIP facility is being assigned on a
"point-in-time" basis and will not be monitored going forward and
therefore no outlook was assigned. The rating will subsequently be
withdrawn.
Proceeds from the DIP term loan will be used to repay the existing
EFIH first lien DIP term loan amount of $5,475 million as well as
approximately $600 million in make-whole and professional fees. In
addition, $225 million is reserved to provide additional liquidity
for EFIH through its emergence from.
RATINGS RATIONALE
The Ba3 rating primarily reflects Moody's assessments that the
collateral coverage provides the DIP lenders with an adequate
degree of protection. The DIP facility has a super priority first
lien on substantially all assets of EFIH and its direct subsidiary,
Oncor Electric Delivery Holdings Company LLC (Oncor Holdings),
which owns 80.03% of the regulated transmission and distribution
utility, Oncor Electric Delivery Company LLC (Oncor: A3 senior
secured, stable). The collateral coverage available to the DIP
lenders is mainly the 80.03% equity interest in Oncor, which is
heavily driven by the market valuation of the business and places
limited reliance on the support of liquid asset coverage.
Moody's estimate total collateral coverage of the DIP term loan to
be around 1.4x to 1.6x, which is consistent with a Ba score for the
collateral coverage factor in Moody's Debtor-in-Possession Lending
Rating Methodology. This level of collateral coverage implies a
total enterprise value of approximately $19 billion, which is
roughly 10x the 2018 estimated EBITDA of $1.9 billion. Furthermore,
the DIP credit agreement contains limited structural features,
which minimizes the level of protection afforded to lenders and the
extent to which they can control their exposure. In addition, the
high ratio of the total DIP term loan relative to pre-petition
claims of approximately 82% is a credit negative.
The DIP credit agreement has a one year maturity with a possible
additional six month extension, which exposes lenders to changes in
market circumstances during the course of the reorganization.
Furthermore, the DIP credit agreement also contains a liquidity
covenant that requires the company's unrestricted cash balance to
be at least $100 million at all times. Failure to meet this
requirement could trigger an event of default for the DIP term
loan. It will also be an event of default if EFIH proposes or
supports any plan of reorganization or liquidation of assets that
does not allow for the DIP obligations to be paid back in full.
EFIH is an intermediate subsidiary holding company that is wholly
owned by Energy Future Holdings Corp. EFIH's primary subsidiary is
Oncor Holdings who in turn owns 80.03% of Oncor. Oncor is the
largest regulated electric transmission and distribution utility in
Texas that primarily serves the greater Dallas and Fort Worth
regions.
The principal methodology used in this rating was
Debtor-In-Possession Lending published in March 2009.
EXTRACTION OIL: Moody's Hikes CFR to B2; Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Extraction Oil and Gas, Inc.'s
(Extraction) Corporate Family Rating (CFR) to B2 from B3, the
Probability of Default Rating to B2-PD from B3-PD and the rating on
its senior unsecured notes due 2021 to B3 from Caa1. A Speculative
Grade Liquidity (SGL) rating of SGL-3 was assigned. The outlook is
stable.
"Extraction's ratings upgrade reflects the progress the company has
made developing its acreage as well as increasing its scale through
acquisitions," commented James Wilkins, a Moody's Vice President -
Senior Analyst. "The company has funded growth with significant
equity funding and maintained favorable leverage metrics."
The following summarizes the ratings.
Issuer: Extraction Oil and Gas, Inc.
Ratings assigned:
Speculative Grade Liquidity Rating, Assigned SGL-3
Ratings upgraded:
Corporate Family Rating, to B2 from B3
Probability of Default Rating, to B2-PD from B3-PD
Senior Unsecured Regular Bond/Debenture, to B3 (LGD5) from
Caa1(LGD5)
Outlook:
-- Outlook, Stable
RATINGS RATIONALE
The upgrade of Extraction's CFR reflects its rapid production and
reserve growth, as well as cash flow and leverage credit metrics
supportive of the B2 CFR. The company grew production to 33.4
Mboe/day in the first quarter 2017, a 35% year-over-year increase,
and expects to achieve a 2017 exit production rate of 65-70 Mboe/d
as it continues its three rig drilling program, more than doubling
production volumes during 2017. Proved developed reserves will
continue to grow as acreage is developed. As Extraction has
outspent internally generated cash flows to fund its rapid growth,
it has funded a significant portion of capital expenditures with
equity, including its October 2016 initial public offering ($728
million of gross proceeds), private placement of public equity
($457 million) and convertible preferred equity ($185 million),
which has been used to fund growth capital expenditures. The
company targets a conservative net debt to EBITDA ratio of 1.5x. As
Extraction increases its production volumes, Moody's expects
retained cash flow to debt to exceed 25% by year-end 2017. (The
metric was 20% for the twelve months ended March 31, 2017.)
Extraction's B2 CFR also reflects its modest scale (despite high
organic growth rates), and geographic concentration as a pure play
Wattenberg Field producer. The company benefits from having a
well-defined asset base with production yielding about two-thirds
liquids, a critical mass of strategically located contiguous
acreage and low finding and developing (F&D) costs (below
$10/boe).
Extraction's SGL-3 rating reflects its adequate liquidity supported
by cash balances ($285 million as of March 31, 2017), cash flow
from operations and capacity under its revolving credit facility.
The $1 billion revolving credit facility due November 2018 had a
$475 million borrowing base as of March 31, 2017, and was undrawn.
The borrow base is re-determined semi-annually on May 1 and
November 1. The revolver has two financial covenants -- a maximum
leverage (net debt to EBITDAX) of 4.0x and a minimum current ratio
of 1.0x. Moody's expects Extraction to remain in compliance with
its financial covenants through mid-2018.
The company plans to spend approximately $795-935 million of
capital expenditures in 2017, with $675-775 million allocated to
the drilling and completion of operated wells in the Wattenberg
Field, which will result in the company generating significant
negative free cash flow. Capital expenditures totaled $233 million
in the first quarter 2017. Moody's does not expects Extraction to
produce positive free cash flow in 2017-2018 and it will be reliant
on its revolving credit facility and potentially additional
external financing to fund the shortfall in cash flows.
The stable outlook reflects Moody's expectation that the company
will continue to grow its production and develop its assets without
materially increasing leverage. The rating could be upgraded if the
company executes its growth program and maintains retained cash
flow to debt above 25%. A downgrade would be considered if retained
cash flow to debt appeared likely to fall below 15% on a sustained
basis or liquidity deteriorated.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Extraction Oil and Gas, Inc., headquartered in Denver, Colorado, is
a private oil and gas exploration and production (E&P) company with
approximately 115,000 net acres in its current focus area of the
Wattenberg Field of the Denver-Julesburg (DJ) Basin and a total of
approximately 227,000 net acres. The company had average production
of 33.4 thousand barrels of oil equivalent per day (Mboe/day) in
the first quarter 2017 and proved developed (PD) reserves of 48.5
MMboe at year-end 2016, which are comprised of crude oil (35%),
natural gas (37%), and NGLs (28%).
EYEMART EXPRESS: S&P Affirms 'B' CCR & Revises Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Farmers Branch, Texas-based Eyemart Express Holdings LLC and
revised the outlook to negative from stable.
At the same time, S&P assigned a 'B' issue-level rating with a '3'
recovery rating to the company's proposed five-year $30 million
revolving credit facility and seven-year $355 million senior
secured first-lien term loan B. The '3' recovery rating indicates
S&P's expectation for meaningful (50% to 70%; rounded estimate:
60%) recovery of principal in the event of a default. S&P does not
rate the company's proposed eight-year $110 million second-lien
term loan. The proposed debt facilities will be issued by Eyemart
Express LLC, a subsidiary of Eyemart Express Holdings LLC."
The company will use the net proceeds from the proposed debt
issuance to fund a $205 million dividend to its owners and
refinance existing debt.
S&P said, "The outlook revision reflects Eyemart's increased debt
burden after the dividend recapitalization and the potential for a
lower rating over the next year if the company underperforms our
forecast and leverage remains above 6x. Pro forma for the proposed
transaction as of April 1, 2017, our adjusted debt leverage is
6.9x, but is forecast to improve to the mid-6x area by the end of
2017 and improving around 6x by the end of 2018. We expect this
leverage reduction in our base-case assumptions from continued
solid margins and free cash flow generation.
"The negative outlook reflects deterioration in Eyemart's credit
metrics as a result of the proposed transaction. We could lower the
rating if adjusted debt to EBITDA remains elevated above 6x over
the next 12 months from poor operating performance and operating
cash flow is below our forecast--levels we consider high for the
company given its small size.
"We could lower the ratings if debt leverage remains above 6x and
there is significant shortfall in operating cash flow, due to
weaker-than-expected operating performance from increased
competition and missteps in its growth strategy. This would likely
require a substantial drop in gross margin (more than 500 bps) and
limited revenue growth.
"We could revise the outlook to stable if the company is able to
improve adjusted debt leverage to below 6x through profit growth
and some debt repayment. Based on our 2017 forecast, the company
would need to grow 2018 EBITDA in the low-double-digit percent
area."
FIRST FLIGHT: Hires Morgan Fisher as Bankruptcy Counsel
-------------------------------------------------------
First Flight Limited Partnership seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Morgan W.
Fisher and the Law Offices of Morgan Fisher LLC as bankruptcy
counsel.
The Debtor requires Morgan Law to:
(a) advise the Debtor with respect to its powers and duties as
debtor-in possession and in management of any the property;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(c) take all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any actions commenced
against the Debtor, negotiations concerning litigation in
which the Debtor is involved, and objections to claims
filed against the Debtor's estate;
(d) assist the Debtor in connection with preparing necessary
motions, answers, applications, orders, reports, or other
legal papers necessary to the administration of the estate,
and to appear in Court on behalf of the Debtor in
proceedings related thereto;
(e) assist the Debtor in the preparation of a chapter 11 plan
and disclosure statement, and in any and all other matters
and proceedings in connection therewith, including
attending court hearings;
(f) represent the Debtor in matters which may arise in
connection with its financial and legal affairs, dealings
with creditors and other parties-in- interest, sales and
other transactional matters, litigation matters and in any
other matters which may arise during this case; and
(g) perform all other necessary legal services in connection
with the prosecution of this case.
Morgan Law will be paid at these hourly rates:
Morgan Fisher $350
Paraprofessional $150
Morgan Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Morgan Law received a prepetition retainer in the amount of $10,000
from the Debtor. Additionally, the Debtor has agreed to pay $3,500
monthly going forward.
Morgan W. Fisher, managing attorney of Morgan 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 estate.
Morgan Law can be reached at:
Morgan W. Fisher, Esq.
LAW OFFICES OF MORGAN FISHER, LLC
1125 West St., Suite 227
Annapolis, MD 21401
Tel: (410) 626-6111
Email: mwf@MorganFisherLaw.com
About First Flight LP
First Flight Limited Partnership, a Virginia limited liability
partnership, owns two commercial buildings: 119,166-square-foot
office facility & 761,360-square foot industrial(airport/airplane
hangars) located at 18540 Showalter Rd. Hagerstown, Maryland.
First Flight LP, doing business as Topflight Airpark, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 17-18645) on June 25,
2017. The petition was signed by Barrie Peterson, sole member and
president of Airpark Holdings, LLC, the general partner of FFLP. At
the time of filing, the Debtor disclosed $54.52 million in assets
and $14.54 million in liabilities.
The case is assigned to Judge Thomas J. Catliota.
The Debtor is represented by Morgan William Fisher, Esq. at the Law
Offices of Morgan William Fisher, LLC.
The Office of the United States Trustee has not appointed an
Official Committee of Unsecured Creditors in this case.
FOREST PARK SOUTHLAKE: To Destroy Patient Records in July 2018
--------------------------------------------------------------
Forest Park Medical Center at Southlake, LLC, has filed bankruptcy
proceedings in the United States Bankruptcy Court for the Northern
District of Texas, Case No. 16-40273-rfn-11. Pursuant to 11 U.S.C.
351, on July 11, 2016, FPMC Southlake filed a First Amended Plan of
Liquidation, which set procedures for the retention and destruction
of all patient records of FPMC Southlake. Under the terms of the
Plan, the Debtor's successor is authorized to destroy all patient
records of FPMC Southlake on July 15, 2018.
In the interim, patients, their authorized representatives, or
their insurance providers may obtain available patient records by
contacting HealthMark Group.
All patient records of FPMC Southlake are maintained by Methodist
Southlake Hospital. However, HealthMark Group will be responsible
for fulfilling all requests for patient records of FPMC Southlake.
To obtain patient records, submit a request electronically through
their company website at:
https://medrelease.healthmark-group.com/360/
or by mail to HealthMark Group, Attn: FPMC Southlake, 325 N. Saint
Paul Street, Suite 1650, Dallas, TX 75201. If sending a request in
by mail, only HIPAA compliant authorizations will be fulfilled. If
not claimed by July 15, 2018, patient records will be destroyed by
Methodist Southlake Hospital.
About Forest Park Medical Center
Forest Park Medical Center at Southlake, LLC, owned and operated a
54 private bed state-of-the-art medical facility, including 10
family suites and 6 intensive care beds, located at 421 East Texas
114 Frontage Road, Southlake, Texas, and commonly known as Forest
Park Medical Center at Southlake.
Forest Park Medical Center at Southlake, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40273) on Jan.
19, 2016. Charles Nasem, the CEO, signed the petition. Judge
Russell F. Nelms has been assigned the case.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
Haynes and Boone, LLP, serves as counsel to the Debtor.
* * *
In May 2016, the Bankruptcy Court approved the sale of Forest Park
Medical Center in Southlake to Methodist Health System in Dallas
for $17.6 million. Methodist offered to pay $9 million for the
hospital operator's assets and assume $8.6 million in debt. Forest
Park Medical Center at Southlake was renamed Methodist Southlake
Hospital.
The Troubled Company Reporter, on Sept. 6, 2016, reported that the
U.S. Bankruptcy Court for the Northern District of Texas approved
the Chapter 11 liquidating plan of Forest Park Medical Center at
Southlake, LLC.
FREDDIE MAC: Settles Lawsuit with RBS for $4.525 Billion
--------------------------------------------------------
The Federal Housing Finance Agency (FHFA), as conservator of
Freddie Mac (formally known as the Federal Home Loan Mortgage
Corporation) and Fannie Mae (formally known as the Federal National
Mortgage Association), announced that it has reached a settlement
with the Royal Bank of Scotland Group plc, related companies and
specifically named individuals. The settlement resolves all claims
in a lawsuit filed by FHFA in the United States District Court for
the District of Connecticut related to private-label residential
mortgage-backed securities purchased by Freddie Mac and Fannie Mae.
Under the terms of the agreement, RBS will pay Freddie Mac
approximately $4.525 billion, as disclosed in a Form 8-K report
filed with the Securities and Exchange Commission.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly
known as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac.
Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was
established by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury. The Treasury committed to invest up to $200
billion in preferred stock and extend credit through 2009 to keep
the GSEs solvent and operating. Both GSEs are still operating
under the conservatorship of the Federal Housing Finance Agency
(FHFA).
In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.
Freddie Mac reported net income of $2.21 billion on $16.98 billion
of total interest income for the three months ended March 31, 2017,
compared to a net loss of $354 million on $16.84 billion of total
interest income for the three months ended March 31, 2016.
As of March 31, 2017, Freddie Mac had $2.03 trillion in total
assets, $2.02 trillion in total liabilities and $2.83 billion in
total equity.
GIGA-TRONICS INC: Promotes Jim Taber to VP Sales & Marketing
------------------------------------------------------------
Giga-Tronics Incorporated promoted Jim Taber to the position of
vice president of sales and marketing. Mr. Taber was formerly the
Company's director of marketing and fills the position held by Mike
Penta, who announced on July 7, 2017, that he will be leaving the
Company to pursue other opportunities.
Mr. Taber joined the company in April 2017. Prior to joining the
Company, Mr. Taber worked at X-COM Systems, where he was director
of marketing for signal recording and analysis products. He has
more than 25 years of experience in marketing and sales of
strategic solutions to the U.S. Department of Defense and defense
prime contractors, and is the Washington (DC) chapter president of
the EW advocacy group The Association of Old Crows. Mr. Taber
received his BSEE degree from Missouri University of Science and
Technology and his MBA degree from National Technological
University.
About Giga-Tronics
Headquartered in San Ramon, California, Giga-tronics Incorporated
includes the operations of the Giga-tronics Division and
Microsource Inc. (Microsource), a wholly owned subsidiary.
Giga-tronics Division designs, manufactures and markets the new
Advanced Signal Generator (ASG) for the electronic warfare market,
and switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.
Giga-Tronics reported a net loss of $1.54 million on $16.26 million
of net sales for the year ended March 25, 2017, compared to a net
loss of $4.10 million on $14.59 million of net sales for the year
ended March 26, 2016. As of March 25, 2017, Giga-Tronics had $9.07
million in total assets, $7.35 million in total liabilities and
$1.72 million in total shareholders' equity.
"The Company has experienced delays in the development of features,
orders, and shipments for the new ASG. These delays have
significantly contributed to a decrease in working capital from
$1.8 million on March 26, 2016, to $620,000 on March 25, 2017. The
new ASG product has now shipped to several customers, but potential
delays in the refinement of features, longer than anticipated sales
cycles, or the ability to efficiently manufacture the ASG, could
significantly contribute to additional future losses and decreases
in working capital.
"To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank. The line of credit which expired
on May 7, 2017, was renewed through May 6, 2019. . . The agreement
includes a subjective acceleration clause, which allows for amounts
due under the facility to become immediately due in the event of a
material adverse change in the Company's business condition
(financial or otherwise), operations, properties or prospects, or
ability to repay the credit based on the lender's judgement. As of
March 25, 2017, the line of credit had a balance of $582,000, and
additional borrowing capacity of $234,000, respectively.
"These matters raise substantial doubt as to the Company's ability
to continue as a going concern," as disclosed in the Company's
annual report for the year ended March 25, 2017.
GLYECO INC: Expects $2.6M to $2.8M Second Quarter Revenues
----------------------------------------------------------
GlyEco, Inc., announced preliminary financial information for the
quarter ended June 30, 2017.
Based on preliminary financial information, GlyEco expects to
report total revenues for the second quarter of 2017 in the range
of $2.6 million to $2.8 million, a positive gross profit for each
of its operating segments, and total gross profit in the range of
$450,000 to $550,000. Second quarter results are subject to change
based on the completion of the Company's customary quarterly review
process.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco -- http://www.glyeco.com/-- is a
specialty chemical company, leveraging technology and innovation to
focus on vertically integrated, eco-friendly manufacturing,
customer service and distribution solutions. The Company's eight
facilities, including the recently acquired 14-20 million gallons
per year, ASTM E1177 EG-1, glycol re-distillation plant in West
Virginia, deliver superior quality glycol products that meet or
exceed ASTM quality standards, including a wide spectrum of ready
to use antifreezes and additive packages for antifreeze/coolant,
gas patch coolants and heat transfer fluid industries, throughout
North America.
Glyeco reported a net loss of $2.26 million on $5.59 million of net
sales for the year ended Dec. 31, 2016, compared to a net loss of
$12.45 million on $7.36 million of net sales for the year ended
Dec. 31, 2015.
As of March 31, 2017, GlyeCo had $14.06 million in total assets,
$9.23 million in total liabilities and $4.82 million in total
stockholders' equity.
KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has experienced recurring losses from operations, has
negative operating cash flows during the year ended Dec. 31, 2016,
has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and
is dependent on its ability to raise capital. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
HALCON RESOURCES: S&P Affirms 'B-' CCR on Proposed Asset Sale
-------------------------------------------------------------
On July 12, 2017, S&P Global Ratings affirmed its 'B-' corporate
credit rating Houston-based Halcón Resources Corp. The outlook is
stable.
S&P said, "The issue-level rating on the company's senior secured
debt remains 'B+' and the recovery rating remains '1'. A '1'
recovery rating indicates our expectation of very high (90%-100%;
rounded estimate: 95%) recovery in the event of a default. The
issue-level rating on the company's unsecured debt remains 'B-' and
the recovery rating is '4'. A '4' recovery rating indicates our
expectation of average (30%-50%; rounded estimate: 30%) recovery in
the event of a default. We are maintaining the issue-level and
recovery ratings, pending valuation of the company's assets after
closing of the asset sale."
The affirmation follows Halcon's announcement that it is selling
all of its operated assets in the Williston Basin for $1.4 billion.
The assets include 104.9 million barrels of oil equivalent (mmboe),
or approximately 71% of the company's year-end 2016 proved
reserves. Production associated with the sold assets includes
28,800 boe per day, or about 75% of the company's average daily
production for the first quarter of 2017. S&P expects the company
to use the proceeds to purchase up to 50% of its outstanding 6.75%
unsecured notes and redeem all outstanding second-lien secured
notes due in 2022.
S&P said, "We based the stable outlook on our expectation that with
the significant reduction in debt and available cash post asset
sale, the company will be able to maintain leverage such that debt
to EBITDA is below 5x and FFO to debt is above 12%.
"We would consider a downgrade if over the next 12 months the
company's leverage falls to levels we would consider unsustainable
or liquidity becomes less than adequate. Such a scenario would
likely occur if Halcón significantly outspends internally
generated cash flow or if commodity prices decline significantly."
Although unlikely over the next 12 months, an upgrade would be
predicated on the company increasing reserves to levels
commensurate with other E&P companies in the 'B' category while
maintaining leverage below 5x debt to EBITDA and FFO to debt above
12%.
HARTFORD, CT: Moody's Cuts General Obligation Debt Rating to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded the City of Hartford, CT's
general obligation debt rating to B2 from Ba2. The outlook is
negative. The rating was placed under review for possible downgrade
on May 30, 2017. The par amount of debt affected totals
approximately $550 million.
The downgrade reflects the increased likelihood that the city will
pursue debt restructurings to address its fiscal challenges. Last
week, the city hired a law firm to advise it on debt
restructurings. City management has made public statements
indicating they will need to have discussions with bondholders
about restructuring its debt regardless of the outcome of the
state's biennial budget as debt service costs escalate sharply
leading to budget deficits over the next five years.
The rating also reflects the city's challenging liquidity outlook
in the current fiscal year and weak prospects for achievement of
sustainably balanced financial operations. The city currently
projects a fiscal 2018 deficit of $50 million and is seeking
incremental funding from the state to close that gap. The state has
not yet adopted a budget specifying aid for the city for the fiscal
year beginning July 1. Even if the state's biennial budget
allocates sufficient funds to address the current and following
years deficits and create a fiscal oversight structure, the budget
is still unlikely to provide a pathway to structural balance over
the longer term. City deficits, partially attributable to
escalating debt service costs, are projected to grow to $83 million
by 2023, making the city's weak financial position vulnerable to
further deterioration.
Rating Outlook
The negative outlook reflects the possibility that the city will
restructure its debt in a way that will impair bondholders. The
outlook also incorporates uncertainty over state funding in the
current fiscal year and beyond and the associated impact on
reserves, liquidity and the ability to achieve sustainably balanced
operations.
Factors that Could Lead to an Upgrade
Established trend of structurally balanced operations
Sustained growth in reserves and liquidity resulting in greater
financial flexibility
Substantial tax base growth and improvement in wealth and income
levels of residents
Factors that Could Lead to a Downgrade
Initiation by city of debt restructuring which could lead to loss
for bondholders
Failure to obtain increased state funding to close the fiscal 2018
budget gap
Lack of progress on achievement of structurally balanced finances
Overreliance on nonrecurring revenue sources or one-time measures
to balance operations
Loss of top taxpayer or employer
Legal Security
The bonds are secured by the city's full faith and credit general
obligation pledge including the ability to levy property taxes, not
limited by rate or amount.
Use of Proceeds. Not applicable.
Obligor Profile
Hartford is the state's capital and has an estimated population of
125,130 (American Community Survey estimates).
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.
HEARTLAND DENTAL: S&P Affirms 'B-' CCR & Revises Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
dental support organization Heartland Dental LLC and revised the
outlook to stable from negative.
S&P said, "We assigned our 'B-' issue-level rating to the proposed
$100 million revolving credit facility maturing 2022 and $750
million first-lien term loan maturing 2023. The recovery rating is
'3' indicating expectation for meaningful (50-70%; rounded
estimate: 55%) recovery in the event of a payment default.
"At the same time, we assigned a 'CCC' issue-level rating to the
proposed $225 million second-lien term loan maturing 2024. The
recovery rating is '6' indicating expectations for negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default.
"We will withdraw our ratings on the previous capital structure at
the close of the transaction.
"The outlook revision to stable from negative reflects our
expectation that Heartland Dental will successfully refinance its
capital structure, materially extending its maturity profile and
providing liquidity to support its operations and growth strategy.
"The stable outlook reflects revenue growth in the low- to
mid-teens, driven by an aggressive pace of opening new dental
offices and increased affiliations. We expect a 200-basis-point
improvement in adjusted EBITDA margin as recently opened offices
mature and the company realizes increased efficiencies from
investments in infrastructure."
Heartland's industry remains highly competitive, which may prevent
the company from achieving margin improvements or its revenue
growth targets. S&P said, "We could lower the ratings on Heartland
should the company experience unexpected negative revenue or margin
trends and liquidity becomes tight, with less than 15% headroom
under its loan agreement covenant.
S&P said, "We could also consider a lower rating if we believe that
Heartland is unlikely to generate sufficient cash flow to fund
operations over the longer term. In this scenario, we would expect
revenue growth in the high single digits and adjusted EBITDA
margins similar to 2016 levels.
"Given Heartland Dental's high leverage and aggressive growth
strategy, we believe an upgrade is unlikely over the next year. We
could consider a higher rating if Heartland Dental establishes a
track record over several quarters of annual discretionary cash
flow generation above $20 million and maintains ample liquidity. In
this scenario, we would expect office-level investments and recent
efficiency initiatives to result in higher-than-expected revenue
and margins.
"We view any deleveraging from EBITDA growth as temporary because
we expect the financial sponsor to prioritize growth and
shareholder returns over debt reduction."
HELIOS AND MATHESON: Has 7M Common Stock Outstanding as of July 12
------------------------------------------------------------------
Helios and Matheson Analytics Inc. provided an update regarding the
status of the Senior Secured Convertible Promissory Notes issued to
an institutional investor on Sept. 7, 2016, Dec. 2, 2016, and Feb.
8, 2017.
As of July 13, 2017, an aggregate of approximately $10,723,067 of
principal and interest under the Notes has been converted into an
aggregate of 2,481,361 shares of common stock, representing a
blended conversion price of $4.32 per share, for which the Company
has received total funding from the Investor in the amount of
$9,100,000.
As of July 13, 2017, the Company owes only $176,818 in principal
amount under the Notes.
As of Jan. 23, 2017, all principal and interest payable under the
September Notes, totaling $4,348,574, was converted into an
aggregate of 887,707 shares of common stock. The Company has no
further obligations under the September Notes. The Investor paid
the Company a total of $4,000,000 in cash for the September Notes.
As of July 13, 2017, $5,686,651 of principal and interest owed by
the Company under the December Notes was converted into an
aggregate of 1,421,692 shares of common stock. To date, the
Investor has paid the Company a total of $5,100,000 in cash for the
December Notes. The Investor is to pay an additional $900,000 to
the Company under the terms of the loan documents. However, since
the Investor has not yet paid that amount to the Company, the
Company currently owes only $176,818 in principal amount under the
December Notes, which is due to be paid on Aug. 2, 2017.
As of July 13, 2017, $687,841 of principal and interest owed by the
Company under the February Notes (consisting of an original issue
discount amount plus interest on the February Notes) was converted
into a total of 171,962 shares of common stock. Since the Investor
has not yet paid the Company any cash for the February Notes, the
Company currently owes zero in principal amount under the February
Notes. The Investor will pay the Company up to $5,000,000 in cash
subject to certain terms of the loan documents. The Company will
become obligated to repay an amount of principal under the February
Notes equal to any cash payment made by the Investor to the Company
under the terms of the loan documents.
In addition, the Company paid the Investor a total of $253,407 in
cash towards interest under the Notes.
As of July 12, 2017, the Company has a total of 7,071,799 shares of
common stock issued and outstanding.
About Helios and Matheson
Helios and Matheson Analytics Inc. (NASDAQ: HMNY) -- www.hmny.com
-- provides information technology, or IT, services and solutions
to Fortune 1000 companies and other large organizations. The
Company offers its clients an enhanced suite of services of
predictive analytics with technology at its foundation enriched by
data science. The Company is headquartered in New York City and
has an office in Bangalore India.
Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, following a net loss of $2.11 million for
the year ended Dec. 31, 2015. As of March 31, 2017, Helios and
Matheson had $14.94 million in total assets, $4.86 million in total
liabilities and $10.07 million in total shareholders' equity.
HOVNANIAN ENTERPRISES: Fitch Affirms 'CCC' Long-Term IDR
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of Hovnanian Enterprises,
Inc. (NYSE: HOV), including the company's Long-term Issuer Default
Rating (IDR) at 'CCC'.
Fitch has also assigned an expected rating of 'CCC+'/'RR3' to HOV's
proposed private offering of $840 million of senior secured notes
due 2022 and 2024. The expected rating is based on Fitch's
assumption that the company will use the net proceeds from the
notes offering to fund the previously announced tender offers for
all of its $75 million 10% senior secured second lien notes due
2018, $145 million 9.125% senior secured second lien notes due 2020
and $577 million 7.25% senior secured first lien notes due 2020.
KEY RATING DRIVERS
Liquidity: As of April 30, 2017, HOV had $275.0 million of
unrestricted homebuilding cash and $7.6 million of borrowing
availability under its $75 million unsecured revolving credit
facility. Fitch expects the company will end the year with about
$250 million to $300 million of liquidity (unrestricted cash and
revolver availability).
During the past year, the company used internally generated cash to
pay down its debt maturities. HOV lowered its land and development
spending, converted some communities into joint ventures, and
exited certain of its markets to improve its liquidity position.
Fitch expects the company will again use these levers to support
its liquidity if the capital markets are not available to refinance
its upcoming maturities.
Housing Industry: Housing activity increased but at a lower rate in
2016 as compared to 2015 with the support of a generally robust
economy throughout the year. Considerably lower oil prices
restrained inflation and left American consumers with more money to
spend. The unemployment rate moved lower (4.7% in 2016). Credit
standards continued to ease throughout 2016. Demographics were
somewhat more of a positive catalyst. Single-family starts rose
9.4% to 781,500 while multifamily volume declined 1.3% to 392,300.
Total starts were around 1.2 million. New home sales increased
11.8% to 560,000. Existing home volume approximated 5.450 million,
up 3.8%. New home price inflation slimmed with higher interest
rates and the mix of sales shifting more to first time homebuyer
product. Average home prices increased 2.8%, while median prices
rose 6.4%.
Economic growth should be somewhat stronger in 2017, although
overall inflation should be more pronounced. Interest rates will
rise further but demographics and employment growth should be at
least as positive in 2017. First-time buyers will continue to
gradually represent a higher portion of housing purchases as
millennials are making an entry in the home-buying market and
credit qualification standards loosen further. Land and labor costs
will inflate more rapidly than materials costs. New home prices
will continue to benefit from still-restrained levels of new home
inventory, although a greater mix toward first-time/entry-level
products will likely confine new home price appreciation to the low
single digits. Fitch expects total housing starts will increase 7%
during 2017 as single-family starts advance 10% and multi-family
starts improve almost 1%. New home sales should grow 10% while
existing home sales rise 1.7%.
DERIVATION SUMMARY
HOV's rating is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity. Risk factors include the cyclical nature of
the homebuilding industry, the company's high debt load, high
leverage and weak liquidity position.
The proposed refinancing allows the company to address near-term
debt maturities, although HOV continues to have meaningful debt
coming due in 2017, 2018 and 2019. On a pro forma basis, HOV will
have the following maturities: (calendar year) 2017: $57 million,
2018: $52 million, and 2019: $441 million.
HOV is the ninth largest homebuilder in the U.S. during 2016 (based
on home deliveries) and, similar to other public homebuilders in
Fitch's coverage, has good geographic and price diversity and top
10 market positions in several of the large metro markets where it
operates.
HOV's leverage (debt to capitalization above 100%) is meaningfully
higher than its peers, including Beazer Homes USA, Inc.
('B-'/Outlook Stable). The company's high leverage and difficulty
in refinancing debt maturities has limited HOV's ability to invest
in new land holdings (and instead lowered inventory levels to
generate cash and pay down debt), resulting in lower community
count and declining home deliveries and new orders. The company has
recently increased its total lots controlled modestly and expects
community count growth in the second half of FY2018. Fitch expects
the company's high debt load and leverage to constrain growth,
particularly as HOV has meaningful debt maturities in the next
three years.
KEY ASSUMPTIONS
Fitch's key assumptions within Fitch ratings case for the issuer
include:
-- Industry single-family housing starts improve 10.0%, while new
and existing home sales grow 10.0% and 1.7%, respectively in
2017.
-- HOV's revenues decline 8%-10% during 2017.
-- EBITDA margins are flat versus 2016.
-- The company ends FY2017 with about $250 million-$300 million
of liquidity (combination of unrestricted cash and revolver
availability).
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
Negative rating actions may occur if HOV's liquidity position falls
below $150 million and the company does not provide a credible plan
to address its upcoming debt maturities.
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
Positive rating actions are unlikely in the next 12 months as
liquidity remains constrained, leverage is expected to remain
elevated, and coverage will continue to be weak. However, Fitch may
consider a positive rating action if the housing recovery is
meaningfully better than Fitch current outlook and is maintained
over a multi-year period, allowing HOV to significantly improve its
liquidity position and credit metrics.
LIQUIDITY
At April 30, 2017, HOV had $7 million available under its $75
million revolver and $275 million in cash. The facility matures in
June 2018. HOV's next major maturities are its $52 million of
senior exchangeable notes in Dec. 2017, its $52 million currently
outstanding under its revolver due in June. 2018.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Hovnanian Enterprises, Inc.
-- Long-term IDR at 'CCC';
-- First lien term loan due 2019 at 'B'/'RR1';
-- Senior secured first lien notes due 2020 at 'B'/'RR1';
-- Senior secured second lien notes due 2018 and 2020 at 'CCC-
'/'RR5';
-- Senior secured notes due 2020 and 2021 at 'CCC+'/'RR3';
-- Senior unsecured notes at 'CCC-'/'RR5';
-- Series A perpetual preferred stock at 'C'/'RR6'.
Fitch has assigned the following expected rating:
-- Senior secured notes due 2022 and 2024 'CCC+'/'RR3'.
HPIL HOLDING: Incurs $7.55 Million Net Loss in 2016
---------------------------------------------------
HPIL Holding filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss available to
common shareholders of $7.55 million on $0 of consulting revenue
for the year ended Dec. 31, 2016, compared to a net loss available
to common shareholders of $92,659 on $35,000 of consulting revenue
for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, HPIL Holding had $57,652 in total assets,
$807,501 in total liabilities, and a total stockholders' deficit of
$749,849.
MNP LLP, in Mississauga, Ontario, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred
continuing losses and negative cash flows from operations. These
conditions raise substantial doubt about Company's ability to
continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/2GcGn3
About HPIL Holding
HPIL Holding, formerly Trim Holding Group, was incorporated on Feb.
17, 2004, in the state of Delaware under the name TNT Designs, Inc.
A substantial part of the Company's activities were involved in
developing a business plan to market and distribute fashion
products. On June 16, 2009, the majority interest in the Company
was purchased in a private agreement by Mr. Louis Bertoli, an
individual, with the objective to acquire and/or merge with other
businesses. On Oct. 7, 2009, the Company merged with and into Trim
Nevada, Inc., which became the surviving corporation. The merger
did not result in any change in the Company's management, assets,
liabilities, net worth or location of principal executive offices.
However, this merger changed the legal domicile of the Company from
Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each
outstanding share of TNT Designs, Inc. was automatically converted
into one share of the common stock of Trim Nevada, Inc. Pursuant
to the merger, the Company changed its name from TNT Designs, Inc.
to Trim Holding Group and announced the change in the Company's
business focus to health care and environmental quality sectors.
Afterwards the Company determined it no longer needed its inactive
subsidiaries, and as such, all three subsidiaries were dissolved.
On May 21, 2012, the Company changed its name to HPIL Holding.
HUDSON PRODUCTS: S&P Puts CCC+ CCR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings Services placed its ratings, including its
'CCC+' corporate credit rating, on Hudson Products Holdings Inc. on
CreditWatch with positive implications.
The CreditWatch listing reflects the likelihood for an upgrade
following the close of its acquisition by Chart Industries. S&P
said, "We believe that upon closing of the transaction, Chart will
retire all outstanding preferred stock held by Hudson. We currently
treat Hudson's outstanding preferred stock as having minimal equity
content and therefore treat it as debt for financial ratio
calculation purposes. Upon retirement of the preferred stock, we
believe Hudson's leverage should improve significantly."
The resolution of the CreditWatch placement will depend on the
successful closing of the transaction as contemplated. S&P said,
"If the transaction is completed as proposed, we would expect to
raise our rating on Hudson. We expect to resolve the CreditWatch
listing around the close of the acquisition, which the companies
expect to occur during the third quarter of 2017."
HYDROSCIENCE TECH: Hires BDO USA as Accountant
----------------------------------------------
Hydroscience Technologies, Inc., and Solid Seismic, LLC, seek
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to employ BDO USA, LLP, as accountant to the Debtors.
Hydroscience Technologies requires BDO USA to:
a. prepare the U.S. Corporation Income Tax Returns and
Combined Texas Franchise Tax Report for the fiscal years
ending September 30, 2015 and September 30, 2016 for the
Debtor Hydroscience Technologies;
b. prepare U.S. Return of Partnership Income and Texas
Franchise Tax Report, included in combined filing, for the
fiscal years ending September 30, 2015 and September 30,
2016 for the Debtor Solid Seismic;
c. prepare and review any required forms and schedules in
connection with the above-listed returns; and
d. assist with the accumulation of accounting information and
other schedules required for the preparation of the tax
returns.
BDO USA will be paid at these hourly rates:
Partner $500
Senior Manager $425
Manager $375
Senior Associate $200
Associate $150
BDO USA will be paid a retainer in the amount of $10,000.
BDO USA will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Travis Ramsey, member of BDO USA, 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.
BDO USA can be reached at:
Travis Ramsey
BDO USA, LLP
6050 Southwest Blvd., Suite 300
Forth Worth, TX 76109
Tel: (817) 738-2400
Fax: (817) 738-1995
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 17-41442 and 17-41444) on April
3, 2017. The petitions were signed by Fred Woodland, manager of
Solid Seismic.
At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debts at $1 million to $10 million. Solid
Seismic estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.
The cases are jointly administered before Judge Russell F. Nelms.
No trustee, examiner or creditors' committee has been appointed.
HYDROSCIENCE TECH: Seeks to Hire Decker Jones as IP Counsel
-----------------------------------------------------------
Hydroscience Technologies, Inc. and Solid Seismic, LLC, seek
authority from the US Bankruptcy Court for the Northern District of
Texas, Fort Worth Division, to employ Decker Jones, PC as
intellectual property counsel.
Services Decker Jones will render are:
a. calendar and coordinate payment of maintenance fees
relating to the Debtors' patents and patent applications;
b. conduct prior art searched and analyze the results of such
searches;
c. respond to any outstanding patent prosecution issues
related of US pending applications;
d. review and analyze office actions, review prior art
references and prepare amendments and/or proposed amendments in
connection with the Debtors' US patents and patent applications;
e. review assignment records, prepare assignment documents,
and record assignment documents in connection with any US patents;
f. communicate with the Debtors' foreign counsel, if any,
regarding any foreign patent applications;
g. review and analyze office actions, review prior art
references and prepare amendments and/or proposed amendments in
connection with the Debtors' foreign patents or patent
applications;
h. work with foreign counsel, if any, to respond for foreign
actions;
i. assist the Debtors' other professionals in evaluating the
value of the Debtors' patents, patent applications, trade secrets,
and other intellectual property;
j. communicate and consult with the Debtors' bankruptcy
counsel and other professionals regarding any intellectual
property-related issues that may arise; and
k. communicate and consult with the Debtors' bankruptcy
counsel and perform all such other legal services as may be
necessary or appropriate in connection with the Debtors' patents,
patent applications, trade secrets, and other intellectual
property.
The professional primarily responsible for providing intellectual
property-related legal service is Brian Yost, Esq. at $415 per
hour.
Other professionals and their hourly rates are:
Shareholders $415
Associates $215
Paralegals $150
Brian Yost, Esq. attests that Decker Jones represents no interest
adverse to the Debtors or their bankruptcy estates in the matters
for which MP&H is proposed to be retained and is a "disinterested
person" as defined in Sec. 101(14) of the Bankruptcy Code.
Decker Jones can be reached through:
Brian Yost, Esq.
DECKER JONES P.C.
801 Cherry Street, Suite 2000, Unit #46
Fort Worth, TX 76102-6836
Tel: (817) 336-2400/(817) 429-5260
Fax: (817) 332-3043/(817) 336-2181
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 17-41442 and 17-41444) on April
3, 2017. The petitions were signed by Fred Woodland, manager of
Solid Seismic.
At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debts at $1 million to $10 million. Solid
Seismic estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.
The cases are jointly administered before Judge Russell F. Nelms.
No trustee, examiner or creditors' committee has been appointed.
HYDROSCIENCE TECH: Taps CR3 Partners as Financial and Sale Advisor
------------------------------------------------------------------
Hydroscience Technologies, Inc. and Solid Seismic, LLC, seek
authority from the US Bankruptcy Court for the Northern District of
Texas, Fort Worth Division, to employ CR3 Partners, LLC as
financial and sale advisor.
Services CR3 Partners will render are:
a. provide financial and operational analysis and guidance
support across all functions;
b. analyze the liquidity need and advise on cah management
functions;
c. assist in organizing the financial books and records to
support the bankruptcy process and the sale process;
d. organize and implement an effort to identify potential
investors or buyers and conduct a 363 sale process if required or
implement such investment or sale in a plan of reorganization;
e. provide analysis, project planning and execution or other
consulting functions in support of the Company; and
f. provide frequent update communications to the Board,
management and other constituents.
CR3 current hourly rates are:
Rob Carringer (Engagement Partner) $600
Bill Roberts (Pproject Manager) $450
Associate/Manager $300
Rob Carringer attests that his firm represents no interest adverse
to the Debtors or their bankruptcy estates in matters for which CR3
is proposed to be retained and is a "disinterested person" as
defined in Sec. 101(14) of the Bankruptcy Code.
CR3 can be reached through:
Rob Carringer
CR3 PARTNERS, LLC
13355 Noel Rd, Suite 310
Dallas, TX 75240
Phone: 214-215-6882
E-mail: rob.carringer@cr3partners.com
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 17-41442 and 17-41444) on April
3, 2017. The petitions were signed by Fred Woodland, manager of
Solid Seismic.
At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debts at $1 million to $10 million. Solid
Seismic estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.
The cases are jointly administered before Judge Russell F. Nelms.
No trustee, examiner or creditors' committee has been appointed.
HYDROSCIENCE TECH: Taps Moses Palmer as Litigation Counsel
----------------------------------------------------------
Hydroscience Technologies, Inc. and Solid Seismic, LLC, seek
authority from the US Bankruptcy Court for the Northern District of
Texas, Fort Worth Division, to employ Moses, Palmer & Howell, LLP
as litigation counsel to assist their bankruptcy counsel in
connection with any claims asserted by the creditors.
The professional primarily responsible for providing legal services
will be Timothy D. Howell, Esq., whose hourly rate is $425, but who
has agreed to discount his rate to $400.
Other professionals and their hourly rates are:
Attorneys $250-$495
Legal Assistants $145
Timothy D. Howell, Esq. attests that Moses Palmer represents no
interest adverse to the Debtors or their bankruptcy estates in the
matters for which Moses Palmer is proposed to be retained and is a
"disinterested person" as defined in Sec. 101(14) of the
Bankruptcy Code.
Moses Palmer can be reached through:
Timothy D. Howell, Esq.
Moses, Palmer & Howell, LLP
309 West 7th Street, Suite 815
Fort Worth, TX 76102
Tel: 817-255-9100
Fax: 817-255-9199
Email: thowell@mph-law.com
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 17-41442 and 17-41444) on April
3, 2017. The petitions were signed by Fred Woodland, manager of
Solid Seismic.
At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debts at $1 million to $10 million. Solid
Seismic estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.
The cases are jointly administered before Judge Russell F. Nelms.
No trustee, examiner or creditors' committee has been appointed.
ILLINOIS: S&B Affirms 'BB+' Ratings on Appropriation-Backed Debt
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BBB-' rating on Illinois' general
obligation (GO) bonds. S&P said, "We also affirmed our 'BB+'
ratings on the state's appropriation-backed debt, which includes
Chicago's outstanding motor fuel tax (MFT) revenue bonds. Finally,
we affirmed our 'BB-' ratings on the state's moral
obligation-backed debt. At the same time, we removed the ratings
from CreditWatch, where they had been placed with negative
implications on June 1. The outlook on all the debt ratings is
stable. We have removed the ratings from CreditWatch because we no
longer believe the state is at risk of experiencing a liquidity
crisis in the near term as it was before."
The rating affirmations and stable outlook reflect that following
Illinois' enactment of a fiscal 2018 budget, which required a
bipartisan vote of the General Assembly to override the governor's
veto, the odds of its GO credit rating falling to below investment
grade within the next year has substantially diminished. As it is a
U.S. state imbued with extensive and constitutionally protected
sovereignty over its fiscal policy, its protracted budget impasse
came to represent an extraordinary threat to its credit quality.
Through a combination of spending cuts and tax increases, the
budget package brings the state's revenue and expenditure base much
closer to structural alignment and reduces the near-term
uncertainty that had come to characterize its financial operations.
Crucially, budget enactment also reasserts state authority over its
finances while simultaneously helping preserve and strengthen the
adequacy of its resources to reliably cover its priority
obligations.
On its own, the passage of a budget—among the most basic of
lawmakers' governing responsibilities—does not alleviate the
pressure on Illinois' credit quality related to its weak liability
profile. Furthermore, the state will almost certainly suffer an
extended fiscal hangover from the impasse, not least from its
record level of unpaid bills, which will be a drain on its future
resources. Revenue spent on servicing and retiring the roughly $15
billion in unpaid bills is unavailable for contribution to the
state's severely underfunded pension systems or to fund state
services. It also crowds out fiscal capacity the state might
otherwise use to accommodate a reduction in tax rates. Similarly,
the state has incurred an immeasurable but undoubtedly steep
opportunity cost throughout the impasse in terms of foregone
pension reforms or investment in its higher education institutions.
From a credit perspective, there is also a disconcerting lack of
consensus among state officials on the way forward. Nevertheless,
despite being fractured and delayed, passage of the budget
represents an affirmation of lawmakers' collective willingness to
prioritize the state's fundamental claims-paying ability at an
investment-grade level.
While the budget does not comprehensively address the state's
burdensome pension liabilities—no individual budget could—it
does move the state's annual revenue and expenditure baselines
toward alignment. And in our view, balanced fiscal operations are
for Illinois a necessary precondition to improving its prospects
for longer term solvency. Still, it is largely because of the bill
backlog, poorly funded pension systems, and ongoing political
dysfunction that the state's rating is well below that of
peer-comparison states with similar economic profiles.
The 'BBB-' GO rating reflects S&P's view of the state's:
-- Depleted budget reserves and generally weakened financial
condition that—as a direct consequence of intransigent political
leadership—has left Illinois susceptible to experiencing
liquidity stress;
-- Backlog of unpaid bills that has mushroomed to more than 40% of
annual general funds' expenditures;
-- Distressed pension funding levels that will require substantial
contribution increases in the coming years; and,
-- Inability throughout the past two years to deliver adequate and
timely funding for a range of important public services and
institutions.
Partially offsetting these weaknesses is S&P's view of the
state's:
-- Statutorily-based monthly transfers for semi-annual debt
service;
-- Well-established record of treating transfers for GO debt
service as priority payments;
-- Deep economic base anchored by the Chicago metropolitan
statistical area, muted to a degree by a growth outlook that is
expected to trail the nation through the next five years;
-- Above-average income levels; and
-- Sovereign authority to adjust tax revenues, expenditures,
and—to a point—the timing of disbursements.
Throughout the budget impasse, S&P's view of Illinois' weakened
financial position remained balanced by the presence of its
continuing appropriation providing legal authority for monthly
transfers from its general funds to the general obligation bond
retirement and interest (GOBRI) fund. The state has a history of
treating cash on deposit in the GOBRI fund as restricted for debt
service. One exception to this was in 2009, when lawmakers approved
a temporary loan from the GOBRI fund to finance start-up costs of
the state's Hospital Provider Assessment program. S&P views
statutes governing Illinois' debt service transfers as providing a
strong--though as illustrated by the 2009 episode, not
immutable--level of protection to its bond holders.
BUDGET OVERVIEW
The state's fiscal 2018 general funds budget provides $36.6 billion
in estimated expenditures funded by $36.3 billion in anticipated
revenue, leaving a modest operating deficit of $289 million. Key
provisions of the fiscal 2018 budget include a permanent increase
in the individual income tax rate to 4.95% from 3.75% and an
increase in the corporate income tax rate to 7.0% from 5.25%.
Preliminarily, the state Department of Revenue estimates that the
higher taxes will generate approximately $5.0 billion in additional
tax revenue. Considering that recent collections performance has
lagged earlier projections, it's possible, however, that the DOR's
estimate may be revised lower. Various other smaller revenue-side
policy changes bring the total expected increase in revenue for
fiscal 2018 to $5.4 billion.
On the spending side, the budget contains about $2.5 billion in
various spending adjustments that lower the general funds'
expenditures compared with the prior fiscal 2018 "autopilot"
spending trajectory. Specific reductions include 5%
across-the-board cutbacks to the operating budgets of most state
agencies relative to their fiscal 2015 appropriations levels,
except the state's higher education system, which is reduced by
10%. Expenditures in the budget may be understated, however. For
example, although the budget provides over $1 billion in
supplemental appropriations for fiscal 2017, there is still roughly
$1.3 billion in agency costs from 2017 that did not receive an
appropriation. Instead, the legislation allows the state to fund
bills from fiscal 2017 with fiscal 2018 appropriations. This may
effectively result in the carryforward of a residual deficit
attributable to fiscal 2017. Nevertheless, the budget eliminates
much of the state's structural budget gap going forward, in S&P's
view.
Compared with the prior "autopilot" spending estimate, the enacted
budget recognizes $1.4 billion in lower expected pension
contribution costs for fiscal 2018. A portion of the projected
savings comes from a change that allows the state to smooth, over a
five-year period, contribution increases related to actuarial
assumption changes by the pension plans. In S&P's view, this change
represents a cost deferral more than a genuine expenditure
reduction. More favorably from a credit perspective, the
legislation limits end-of-career pay increases (pension spiking).
The budget legislation also creates a Tier 3 pension benefit option
for newly hired employees. Pension costs for the new Tier 3 plan,
which entails both defined contribution and defined benefit
components, would be funded by the universities and school
districts (outside of Chicago). It's likely the new plan will
produce savings for the state by reducing the growth of its future
pension liabilities. However, the budget assumes savings to the
state of $500 million in fiscal 2018, which may prove premature.
The budget includes appropriations totaling $8.2 billion for
preschool-through-grade-12 education, an increase of $730 million
from fiscal 2017. Release of the budgeted education funds is
contingent on the implementation of a new education funding formula
detailed in legislation that the governor has threatened to veto. A
sticking point on the funding formula is that it would provide a
larger increase in aid to Chicago Public Schools, including for its
pension costs, than the governor supports.
Regarding the state's nearly $15 billion in unpaid bills, the
budget legislation establishes a plan for paying down approximately
$8 billion of them. Central to the strategy is the authority for
the state to issue up to $6 billion in GO bonds though the plan
contemplates a $3 billion issuance. If proceeds from the bonds,
which would mature in 12 years, paid Medicaid obligations, they
could help generate an additional $2 billion in federal matching
funds. Bonding to pay down the bill backlog is tantamount to the
state financing its operating costs with debt. While this practice
would be inconsistent with a higher rating, we believe that it is
encompassed in our 'BBB-' rating. Furthermore, given that the state
pays elevated annualized interest rates of 9% or 12% on much of its
unpaid bills, a debt financing does offers the potential for fiscal
savings. Budget legislation also provides $1.2 billion in
inter-fund loan authority and identifies up to around $2.1 billion
in non-general funds-funding sources to reduce the bill backlog.
Various provisions included in the budget legislation should
alleviate Illinois' near-term liquidity pressure and ensure its
ability to fund its core priority payments in the coming weeks.
Beginning in August, the income tax rate increase should generate
somewhere in the range of $200 million to $250 million in increased
cash receipts. In addition, the budget allows the comptroller to
reallocate up to $292 million from other funds and provides the
aforementioned inter-fund borrowing authority. These cash
management tools offer a potential liquidity bridge to the general
funds until higher cash inflows materialize and the state
implements its larger backlog borrowing.
THREAT TO SOVEREIGNTY OVER CASH RESOURCES IMPERILED
INVESTMENT-GRADE RATING
Already compromised liquidity and a pending loss of discretion over
the allocation of its cash resources had introduced a potentially
speculative element to the state's credit profile, in our view. To
a point, the state's practice of deferring payment on some of its
obligations represents an exercise of sovereign authority that
insulated its ability to cash-fund what the comptroller deems its
core priority commitments, such as its bond payments. However, S&P
expects there is a threshold beyond which the state's ability to
triage its cash and various payment obligations in favor of its
chosen priorities can become impaired. Given its status as a
sovereign, the precise boundary of this limitation for Illinois is
unspecified. But as it is a financing partner (along with the
federal government) of the Medicaid program, S&P views the
approximately $3.3 billion in delinquent payments owed to its
Medicaid managed care organizations (MCOs) as testing one such
limit.
A recent federal court ruling highlighted this risk, finding that
Illinois was not compliant with prior consent decrees pertaining to
the timeliness of payments to its Medicaid MCOs. The court's
decision, which effectively reiterated existing consent decrees,
exerted additional legal pressure on the state to expand its
definition of core priority expenditures to include more of the
Medicaid payments. Beginning in July, the court ruling mandates the
state to increase its monthly payments to the Medicaid MCOs by $583
million and to pay $2 billion toward its unpaid Medicaid bills
during fiscal 2018. Federal matching funds will reduce by
approximately half the net cost to the state. Even the $290 million
this translates to, however, far exceeds the $75 million the
comptroller said before the budget was passed that the state could
accommodate.
In this way, the state's cash management had become subject to
material reprioritization by the courts, raising the specter of a
near-term liquidity crunch. S&P saw the state as having begun to
relinquish key aspects of its sovereignty to the courts as a direct
consequence of the budget impasse. The comptroller had recently
described the state's finances as verging on "unmanageable" given
the deficiency of cash inflows relative to funding obligations.
Passage of the budget likely helps avert a scenario in which the
state becomes unable to fund its core obligations, thus alleviating
an acute source of pressure on the rating.
Still, having unfolded and even accelerated amid a broader economic
expansion, Illinois' fiscal deterioration stands in contrast to the
experience of other states. Relative to the macroeconomic backdrop,
U.S. states tend to exhibit pro-cyclical revenue performance and
countercyclical demand for safety net social services, such as
Medicaid. Illinois saw a widening structural budget deficit,
depletion of its budget reserves, and dramatic growth in its
budgetary debts and long-term liabilities during a period of
economic growth. This leaves the state ill-prepared to weather the
effects of a recession should one occur. And while S&P's baseline
forecast does not anticipate an economic downturn, it cannot rule
one out given that in June, the current expansion surpassed its
eighth anniversary, solidifying its status as one of the longest
post-World War II periods of uninterrupted growth.
Prospects for a fuller recovery of Illinois' creditworthiness will
be impeded by the distressed funding condition of its pension
systems and large unfunded retiree health benefits liabilities.
Collectively, the ratio of plan fiduciary net position (GASB
assets) to total pension liability fell to 35.6% as of fiscal 2016.
State contributions to its pension systems are determined according
to statute as a level percentage of payroll expense designed to
achieve a 90% funded ratio by 2045. The amortization schedule is
back-loaded and risks becoming untenable vis-à-vis Illinois'
capacity to provide funding for other public services, particularly
if investment return or other actuarial assumptions don't hold. At
such a low funded level, S&P believes there is a nontrivial risk
that one or more of the pension systems could enter insolvency in a
sustained bear market.
OUTLOOK
The stable outlook reflects that with passage of its fiscal 2018
budget, the likelihood that Illinois will experience a liquidity
crisis in the coming months has fallen markedly and therefore so
have the odds of its rating falling to below investment-grade.
Enactment of the budget is also favorable in that key fiscal
adjustments on the revenue and spending side are permanent and thus
shrink significantly the state's structural deficit. Nevertheless,
a backlog of approximately $15 billion in unpaid bills and severely
underfunded pension systems contribute directly to the rating being
'BBB-', currently the lowest among the states. S&P expects the
magnitude of these liabilities relative to the state's budget and
tax base will continue to weigh on its credit rating for the
foreseeable future. Along with its large balance of payables, the
state depleted its budgetary reserves during fiscal 2017 leaving it
vulnerable to additional fiscal stress in the event of
weaker-than-anticipated economic performance. Depending on the
severity of any such weakening and whether it translates to
liquidity strain, the state's rating could be subject to renewed
downward pressure. The stable outlook assumes the state will
implement key provisions of the budget legislation. Various tools
provided in the budget to address the unpaid bills are particularly
important to the condition of the state's liquidity, in S&P's view.
Any indication that the state will opt against executing on the
backlog-related provisions could result in short-lived outlook
stability and an immediate renewal of negative pressure on the
rating.
INMOBILIARIA LEGUISAMO: Triangle Reo Won't Get Paid Under Plan
--------------------------------------------------------------
Inmobiliaria Leguisamo Inc. filed with the U.S. Bankruptcy Court
for the District of Puerto Rico an amended disclosure statement
dated July 5, 2017, referring to the Debtor's plan of
reorganization.
Class 4 Unsecured Claims include:
a. Triangle Reo PR Corp -- unsecured portion of claim No. 1
in the amount of $2,151,806.92. This claim will receive
no distribution as per liquidation value is zero.
b. CRIM -- unsecured portion of claim No. 2, filed on
June 20, 2016, in the amount of $465.41. The Debtor will
be paid pro rata payment monthly during the life of the
Plan for five years.
This class is impaired.
The funds to execute the plan will be obtained from revenue of the
business operations.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-00123-179.pdf
About Inmobiliaria Leguisamo
Inmobiliaria Leguisamo Inc. owns a commercial building in Mayaguez,
Puerto Rico.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 16-00123) on Jan. 13, 2016. The
Debtor is represented by Nydia Gonzalez Ortiz, Esq., at Santiago &
Gonzalez Law, LLC.
INTEVA PRODUCTS: S&P Affirms Then Withdraws 'B' CCR
---------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Inteva Products LLC. The outlook is stable.
Subsequently, S&P withdrew all of its ratings on the company at the
issuer's request.
The affirmation reflects S&P's expectation that Inteva will sustain
its improved credit metrics following the downsizing of its term
loan in September 2016, including a debt-to-EBITDA metric of around
2.0x-2.5x and a free operating cash flow (FOCF)-to-debt ratio of
10%-15% in 2017. The demand for Inteva's products will remain
steady, given its existing backlog, despite the softening industry
conditions in North America.
S&P subsequently withdrew its ratings on Inteva at the issuer's
request following a recent refinancing, the terms of which were not
disclosed."
INTREPID POTASH: Saratoga Asset Owns 10.6% Stake as of July 11
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Clearway Capital Management Ltd. and Saratoga Asset
Management S.A. reported that they beneficially own 13,699,310
shares of common stock of Intrepid Potash, Inc. representing
10.6143% based on 129,064,296 shares of Common Stock of the Issuer
outstanding as of July 11, 2017.
The address of the principal business office of Clearway Capital
Management, Ltd. is Winterbotham Place, Marlborough & Queen
Streets, P.O. Box N-3026 Nassau, The Bahamas. The address of the
principal business office of Saratoga Asset Management S.A. is 2nd
Floor Humboldt Tower 53 Street East Panama City, Panama.
Clearway Capital Management Ltd. is an Investment Fund organized
and doing business under the laws of The Bahamas which wholly-owns
Saratoga Asset Management S.A., a company organized under the laws
of Panama. Saratoga Asset Management S.A. holds all of the Common
Stock Shares of the Company being reported in the Schedule 13G
Amendment No. 1.
A full-text copy of the regulatory filing is available at:
https://is.gd/5b3GgK
About Intrepid Potash
Intrepid Potash -- http://www.intrepidpotash.com/-- is the only
U.S. producer of muriate of potash and supplied approximately 9% of
the country's annual consumption in 2015. Potash is applied as an
essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed. Intrepid also produces a specialty fertilizer, Trio(R),
which delivers three key nutrients, potassium, magnesium, and
sulfate, in a single particle.
Intrepid serves diverse customers in markets where a logistical
advantage exists; and is a leader in the utilization of solar
evaporation production, one of the lowest cost, environmentally
friendly production methods for potash. After the idling of its
West mine in July 2016, Intrepid's production will come from three
solar solution potash facilities and one conventional underground
Trio(R) mine.
Intrepid reported a net loss of $66.63 million on $210.9 million of
sales for the year ended Dec. 31, 2016, compared to a net loss of
$524.8 million on $287.2 million of sales for the year ended Dec.
31, 2015.
As of March 31, 2017, Intrepid had $539.1 million in total assets,
$131.0 million in total liabilities and $408.0 million in total
stockholders' equity.
"Our operations have primarily been funded from cash on hand and
cash generated by operations. We will continue to monitor our
future sources and uses of cash, and anticipate that we will make
adjustments to our capital allocation strategies when, and if,
determined by our Board of Directors. We expect to continue to
look for opportunities to improve our capital structure by reducing
debt and its related interest expense. We may, at any time we deem
conditions favorable, also attempt to improve our liquidity
position by accessing debt or equity markets in accordance with our
existing debt agreements. We cannot provide any assurance that we
will pursue any of these transactions or that we will be successful
in completing them on acceptable terms or at all. We believe that
we have sufficient liquidity for the next twelve months," the
Company stated in its quarterly report for the period ended March
31, 2017.
ISO DOC: Ch.11 Trustee Hires Murtha Cullina as Counsel
------------------------------------------------------
Mark G. DeGiacomo, the Chapter 11 Trustee for ISO Doc, Inc., asks
the U.S. Bankruptcy Court for the District of Massachusetts for
authority to employ Murtha Cullina LLP as his counsel.
The Chapter 11 Trustee is a partner of the law firm of Murtha
Cullina.
The Chapter 11 Trustee requires Murtha Cullina to:
a. prepare all necessary pleadings associated with the
liquidation and recovery of estate assets;
b. represent the Trustee at all Court proceedings;
c. assist the Trustee in the investigation of fraudulent
transfers and insider and non-insider preferences; and
d. perform such other legal services as may be required in the
interest of creditors of the Debtor.
The Trustee proposes to pay Murtha Cullina, subject to Court
approval, at its usual hourly rates.
Murtha Cullina will also be reimbursed for reasonable out-of-pocket
expenses incurred
Mark G. DeGiacomo, Esq., partner at Murtha Cullina LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Murtha Cullina may be reached at:
Mark G. DeGiacomo, Esq.
Murtha Cullina LLP
99 High Street
Boston, MA 02110
Tel: 617-457-4000
Fax: 617-482-3868
E-mail: mdegiacomo@murthalaw.com
About ISO Doc
Iso Doc, Inc. offers a wide variety of software and digital
development services, including desktop applications, mobile
applications, website development and video production.
Iso Doc sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Mass. Case No. 17-11882) on May 19, 2017. Stefani
Kavner, president, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
ISO DOC: July 25 Hearing on Ch.11 Trustee's Motion to Convert
-------------------------------------------------------------
Mark DeGiacomo, the Chapter 11 Trustee appointed in the bankruptcy
case of ISO DOC, Inc., has asked the Court to convert the Debtor's
case to a liquidation under Chapter 7 of the Bankruptcy Code.
A hearing on the request has been rescheduled from July 12 to July
25 at 11:00 a.m.
About Iso Doc
Iso Doc, Inc. offers a wide variety of software and digital
development services, including desktop applications, mobile
applications, website development and video production.
Iso Doc sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Mass. Case No. 17-11882) on May 19, 2017. Stefani
Kavner, president, signed the petition. At the time of the filing,
the Debtor estimated its assets and debts at $1 million to $10
million.
The Debtor is represented by Ronald W. Dunbar, Jr., Esq., at Dunbar
Law PC.
Mark DeGiacomo has been appointed the Chapter 11 Trustee.
J CREW GROUP: CEO Resigns & Continues to Serve as Parent's Director
-------------------------------------------------------------------
J.Crew Group, Inc., entered into an amended and restated employment
agreement with Millard Drexler, effective July 10, 2017. As of the
Effective Date, Mr. Drexler resigned from his position as chief
executive officer of the Company but remains Chairman of the board
of directors of Chinos Holdings, Inc., the Company's parent.
The term of the Employment Agreement commenced on the Effective
Date and will end on Dec. 31, 2018. During the Term of Employment,
the Company will pay to Mr. Drexler cash compensation of $1,400,000
and will pay to Drexler Ventures LLC, on behalf of Mr. Drexler,
$1,000,000, each payment made according to the Company's regular
payroll schedule beginning with the payroll period following
expiration of the revocation period of the release of claims.
During his term of employment, Mr. Drexler will be eligible to
participate in any of the Company's employee benefit plans made
available to senior executives of the Company in accordance with
the individual plan terms. Mr. Drexler will be eligible to receive
a cash bonus with respect to fiscal 2017, pro-rated for the portion
of the year in which he served as chief executive officer, based on
actual achievement of applicable performance objectives. Mr.
Drexler currently holds 20,068,262 options to purchase stock of the
Parent which, as of the Effective Date, accelerated and vested in
full and will remain outstanding and eligible to be exercised until
the final exercise date set forth in the applicable award
agreement. The Company will also (i) reimburse Mr. Drexler for
reasonable costs of travel on his personal airplane at the
Company's request for Company business during the Term of
Employment, (ii) during Mr. Drexler's lifetime provide him and his
immediate family members with a discount on Company apparel and
accessories at the then-effective employee discount rate, (iii)
provide office space for his assistant until the earlier of the
date in which Mr. Drexler secures an alternate space and Sept. 30,
2017, and (iv) reimburse Mr. Drexler for legal fees incurred in
negotiation of the Employment Agreement up to a total of $50,000.
The Company has agreed to indemnify Mr. Drexler against any and all
liabilities, costs claims and defenses arising out of any dispute,
by reason of the fact that Mr. Drexler was an officer or director
of the Company (other than disputes between Mr. Drexler and the
Company or any of its affiliates related to Mr. Drexler's
Employment Agreement or employment). The parties agree to consult
in good faith with respect to the conduct of any proceeding for
which indemnification is provided. The Company agrees to provide
Mr. Drexler with officers and directors insurance coverage in the
same amount provided to other executive officers and directors of
the Company.
Mr. Drexler's right to receive the Transition Benefits is subject
to the effectiveness, within 60 days following the Effective Date,
of a release of claims and waiver, which Mr. Drexler executed on
July 7, 2017. Mr. Drexler will remain eligible for the Transition
Benefits (other than the Continued Benefits) through the end of the
Term of Employment, whether or not he continues to serve as
Chairman of the Board, subject to his continued compliance with
certain restrictive covenants. If Mr. Drexler's Term of Employment
ends prior to Dec. 31, 2018, other than due to his resignation from
the Board, he will also receive a monthly payment through Dec. 31,
2018, equal to the employer portion of medical insurance premiums
for him and his eligible spouse and dependents.
Mr. Drexler is bound by (i) a perpetual confidentiality
restriction, (ii) non-solicitation and no-hire restrictions during
the Term of Employment and for two years following the Effective
Date, and (iii) except with the advanced written consent of the
Board (which may not be unreasonably withheld), a non-competition
restriction during the Term of Employment and for one year
following the Effective Date that restricts him from association
with any entity actively engaged in the retail apparel business in
a geographic area in which the Company or any of its subsidiaries
or affiliates engages in such business and has revenue of at least
$100 million per year.
About J.Crew Group, Inc.
J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories. As of June 26, 2017, the Company operates 277 J.Crew
retail stores, 118 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, and 179 factory stores (including
39 J.Crew Mercantile stores). Certain product, press release and
SEC filing information concerning the Company are available at the
Company's website www.jcrew.com.
For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016.
As of April 29, 2017, J. Crew had $1.28 billion in total assets,
$2.18 billion in total liabilities and a total stockholders'
deficit of $907.02 million.
* * *
As reported by the TCR on June 16, 2017, S&P Global Ratings said it
lowered its corporate credit rating on New York-based J. Crew Group
Inc. to 'CC' from 'CCC-'. The outlook is negative. J. Crew
recently announced an exchange offer for any and all of its
outstanding $566.5 million aggregate principal amount of
7.75%/8.50% senior pay-in-kind (PIK) toggle notes due 2019. The
company is also seeking to amend its term loan agreement. S&P
views the transaction as distressed because the participating note
holders will receive significantly less than par value.
J. Crew has a 'Caa2' Corporate Family Rating from Moody's
Investors Service. J. Crew's 'Caa2' Corporate Family Rating
reflects its weak operating performance and high debt burden, with
credit agreement debt/EBITDA of 11 times and interest coverage
below 1.0 time, Moody's said.
J. CREW: S&P Lowers CCR to 'SD' Following Completed Debt Exchange
-----------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
New York.-based J. Crew Group Inc. to 'SD' from 'CC'.
At the same time, S&P lowered the issue-level ratings on the
unsecured 7.75%/8.50% senior PIK Toggle notes issued by Chino's
Intermediate Holdings A Inc., J. Crew's parent entity, to 'D' from
'C'. The recovery rating on the PIK toggle notes is '6', indicating
S&P's expectations for negligible (0% to 10%; rounded estimate: 0%)
recovery."
The downgrade follows the close of J. Crew's previously announced
debt exchange transaction for the unsecured 7.75%/8.50% senior PIK
toggle notes issued by the company's parent entity. The company is
exchanging $566 million of unsecured 7.75%/8.50% senior PIK toggle
note debt for a total consideration including:
-- 13% senior secured notes with a principal value of up to $250
million and issued by J. Crew Brand LLC and J. Crew Brand
Corp., as wholly owned subsidiaries of J. Crew, with the notes
secured by certain intellectual property;
-- Shares of 7% non-convertible perpetual preferred stock with an
initial principal value of up to $190 million and issued by
Chino's Intermediate Holdings A Inc.; and
-- Up to about 15% equity interest (or about 17 million of share
issuance) of the common shares in Chino's Intermediate
Holdings A Inc.
S&P said, "We view this as a distressed exchange as the PIK toggle
note holders received a material discount to the par value in this
exchange offer. We accordingly treat this transaction as tantamount
to a default, given the current distressed financial condition of
the company and since the unsecured PIK toggle note investors are
receiving less than the original promise of the security.
"We expect to review the corporate credit and issue-level ratings
within the next several days when we assess the company's operating
performance expectations and capital structure. While we think the
transaction provides the company short-term financial leeway, we
also believe the competitive environment for retailers remains
highly challenging and the company's operating performance remains
weak. In addition, we expect adjusted leverage, inclusive of
preferred stock, will remain high around 8x. Based on these
factors, we estimate the corporate credit rating will likely be
'CCC+' when we re-assess the ratings. In addition, we estimate the
recovery ratings on the existing term loan facility will likely be
no higher than '5', provided the issuance of priority debt in the
capital structure."
JAMUL INDIAN: S&P Affirms Then Withdraws CCC+ Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings affirmed its ratings, including its 'CCC+'
issuer credit rating, on Jamul, Calif.-based casino operator Jamul
Indian Village Development Corp. (JIVDC). S&P subsequently withdrew
the ratings at the request of the issuer.
S&P said, "At the time of the withdrawal, the issue-level ratings
on JIVDC's term loan C and delayed-draw term loan C were on
CreditWatch with negative implications because we expected these
facilities to become subordinated to the term loan B in October
2017, at the first anniversary of the opening of the Hollywood
Casino Jamul. This is due to a provision in JIVDC's credit
agreement that, if on this date, the senior secured net leverage
ratio is not less than or equal to 5x, then term loan C balances
and delayed-draw term loan C commitments will become subordinated
to the term loan B to the extent necessary such that the senior
secured net leverage ratio is no greater than 5x. We are currently
forecasting the senior secured net leverage to remain over 5x over
the next few years, and expect the entirety of the term loan C to
be subordinated. As a result, upon the occurrence of the likely
subordination event, we would have notched the term loan C and
delayed-draw term loan C issue-level ratings below the issuer
credit rating.
"At the time of the withdrawal, the 'CCC+' issuer credit rating
reflected our continued belief that JIVDC cannot support its
current capital structure over the long term since we are
forecasting EBITDA coverage of cash fixed charges to be around 1x
over the next two years. Our measure of EBITDA is adjusted to
remove priority distributions paid to the tribe, since
distributions are not available for debt service. Our measure of
cash fixed charges includes annual amortization under JIVDC's term
loans, cash interest expense, and our expectation for minimal
maintenance capital expenditures. Although we are forecasting JIVDC
to maintain some excess cash on hand, any modest EBITDA
underperformance relative to our forecast would likely drive faster
depletion of these liquidity reserves and result in an eventual
inability to meet fixed charges, in the absence of more meaningful
EBITDA growth. Nevertheless, we do not expect a near-term liquidity
crisis because we believe JIVDC has sufficient liquidity over at
least the next 12 months to meet its funding needs, through a
combination of cash flow generation, and modest levels of excess
cash."
JEFFERIES FINANCE: Moody's Affirms Ba3 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Jefferies Finance LLC's (JFIN)
Ba3 corporate family rating, B1 senior unsecured debt ratings and
Ba2 senior secured rating, all with a stable outlook. This follows
JFIN's announcement to refinance certain indebtedness and raise
additional equity capital.
JFIN has announced the following series of transactions to fund its
ongoing business needs. First, JFIN will drawdown $150 million of
new equity from its sponsors Jefferies Group LLC and Mass Mutual
Financial Group, whom each own 50% of JFIN. Jefferies and
MassMutual will also each agree to a further commitment of $150
million of additional equity capital, bringing each partner's
commitment to $750 million (of which each firm has now invested
$600 million). The firm will also issue a new seven-year $250
million senior secured term loan to refinance an existing $211
million term loan and will issue $400 million of additional
seven-year senior unsecured bonds.
Issuer: Jefferies Finance LLC
Assignments:
-- US$250M Senior Secured Bank Credit Facility, Assigned Ba2,
Stable
-- US$400M Senior Unsecured Regular Bond/Debenture, Assigned B1,
Stable
Affirmations:
-- Corporate Family Rating, Affirmed Ba3, Stable
-- Senior Secured Bank Credit Facility, Affirmed Ba2, Stable
-- Senior Unsecured Regular Bond/Debenture, Affirmed B1, Stable
Outlook Actions:
-- Outlook, Remains Stable
RATINGS RATIONALE
In affirming the ratings, Moody's noted that the transactions
modestly reduces JFIN's leverage, extends the maturity of its
capital structure, and leaves the company appropriately capitalized
to execute its strategy. After giving effect to these transactions,
total debt to equity will fall from 5.7x at May 31, 2017 to 5.3x.
Moody's said this financial flexibility is important since JFIN's
business model leaves it exposed to conditions in leverage finance
markets. Sudden changes in investor appetite can lead to
concentration risk in regards to unsyndicated loans in the
company's pipeline, as well as a fall in origination volume and
profitability. This risk was evident during JFIN's loss of $79
million in the first half of 2016, although the firm has since
reported $152 million of net income over the last four quarters.
JFIN manages these risks through a series of measures. These
include securing flex-pricing protections in underwriting
commitments, retaining a diversified portfolio of loans focused on
first-lien positions, holding a prudent liquidity pool and
maintaining discipline with respect to turning over its capital.
Factors that Could Lead to an Upgrade
Given JFIN's exposure to the leverage finance markets, there is
limited upward pressure on the rating. Evidence of more granular
underwriting commitments over the cycle could lead to upward
pressure in the long term.
Factors that Could Lead to a Downgrade
-- A sharp increase in single name concentrations or severe
liquidity stress or significant increase in outstanding
commitments without a commensurate increase in liquidity
resources, i.e. liquidity becomes less than half of the
company's outstanding syndication and revolver commitments.
-- Deterioration of financial performance for a sustained period
JFIN is a commercial finance company headquartered in New York,
focusing on US middle market leveraged lending. JFIN is a joint
venture between Jefferies Group LLC (rated Baa3 for senior debt)
and Massachusetts Mutual Life Insurance Company (rated Aa2 for
Insurance Financial Strength).
The principal methodology used in these ratings was Finance
Companies published in December 2016.
JEFFERIES FINANCE: S&P Affirms 'B+' ICR & Rates Sr. Sec. Debt 'B+'
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Jefferies Finance LLC (JFIN). S&P said, "At the same time, we
assigned our 'B+' senior secured debt rating to the company's new
$250 million term loan and our 'B' senior unsecured debt rating to
its $400 million senior notes. The outlook is stable.
"The rating actions reflect our expectation that, despite the
modest decrease in leverage, JFIN will continue to operate with
leverage in line with the current ratings. Specifically, we expect
leverage, as measured by debt to adjusted total equity, to remain
between 5 and 6x. We expect rising leveraged-lending volumes to
lead to higher earnings, but we also expect underwriting and other
off-balance-sheet commitments to increase above the firm's
available funding sources."
JFIN is a joint venture owned by Massachusetts Mutual Life
Insurance Co. (MassMutual) and Jefferies Group LLC (Jefferies). It
originates leveraged loans in support of Jefferies' investment
banking business and invests in leveraged loans, which it holds in
collateralized loan obligations (CLOs) on balance sheet. When JFIN
acts as lead arranger, it typically fronts the money for the
transaction after the debt has been allocated to third parties.
JFIN then usually settles with those third parties within a few
weeks of closing.
The stable outlook on JFIN reflects S&P Global Ratings' expectation
that it will maintain leverage of 5x-6x with adequate funding and
liquidity. S&P said, "We expect JFIN's risk exposure, origination
volume, and profitability to continue to be driven by potentially
volatile conditions in the leveraged loan market, which has
rebounded since mid-year 2016. We expect realized credit losses to
remain manageable and be largely absorbed by the CLOs equity. We
also expect MassMutual and Jefferies to continue to support JFIN
and that the firm will remain at least moderately strategically
important to Jefferies/Leucadia."
S&P could lower its ratings over the next 12 months if:
-- Jefferies/Leucadia reduces its commitment to JFIN;
-- Debt to adjusted total equity leverage rises above 6.5x; or
-- The stable funding ratio falls below 1x and free cash falls
below $500 million, particularly if this is the result of an
inability to syndicate originated loans (S&P would view weakening
underwriting--particularly higher borrower leverage or a reduction
in available interest rate flex--as increasing this possibility).
S&P could raise the ratings over the same time horizon if:
-- Leverage declines below 4.5x on a sustained basis; or
-- JFIN commits to a lower-risk origination strategy, with
outstanding commitments kept more in line with available liquidity
resources.
Over the longer term, S&P could also upgrade the firm if it
demonstrates lower-than-expected losses through the cycle.
KALOBIOS PHARMACEUTICALS: Has $5M Funding Commitment From Investors
-------------------------------------------------------------------
KaloBios Pharmaceuticals, Inc. has received a commitment for
additional net financing proceeds of up to approximately $5.0
million from existing investors through an amendment to its term
loan facility. Aside from the increase in the amount extended, the
term loan facility remains unchanged.
The amendment brings the total principal amount of the loan from
the lenders to $14.7 million, assuming the full amount of the
commitment is drawn by the company. The proceeds will provide
additional working capital to the company and support the ongoing
development of benznidazole for potential U.S. approval to treat
Chagas disease, a neglected tropical disease, and lenzilumab for
chronic myelomonocytic leukemia (CMML), a rare leukemia.
"We appreciate the ongoing support of our key investors as we
execute our strategic priorities and remain on track in our
development of benznidazole and lenzilumab," said Cameron Durrant,
MD, KaloBios Chairman and CEO.
About KaloBios Pharmaceuticals
KaloBios Pharmaceuticals, Inc. (OTC: KBIO) --
http://www.kalobios.com/-- is an emerging biopharmaceutical
company focused on advancing medicines for patients with neglected
and rare diseases through innovative and responsible business
models. Lead compounds in the KaloBios portfolio are benznidazole
for the potential treatment of Chagas disease in the U.S., and the
proprietary monoclonal antibodies, lenzilumab and ifabotuzumab
(formerly KB004), for the potential treatment of various solid and
hematologic cancers such as CMML and potentially juvenile
myelomonocytic leukemia, or JMML.
KaloBios on Dec. 29, 2015, filed a voluntary petition for
bankruptcy protection under Chapter 11 of Title 11 of the United
States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628). The
Company was represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six
months later.
The Company has acquired the rights from Savant Neglected Diseases
LLC to develop benznidazole for the treatment of Chagas disease.
Kalobios reported a net loss of $27.01 million for the year ended
Dec. 31, 2016, compared to a net loss of $35.37 million for the
year ended Dec. 31, 2015. As of March 31, 2017, Kalobios had
$6.03 million in total assets, $14.89 million in total liabilities
and a total stockholders' deficit of $8.86 million.
HORNE LLP, in Ridgeland, Mississippi, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2016, noting that the Company has recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
KMK OIL: Hires Ritcheson Lauffer as Attorney
--------------------------------------------
KMK Oil & Gas, Inc., seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Ritcheson Lauffer &
Vincent, P.C., as attorney to the Debtor.
KMK Oil requires Ritcheson Lauffer to:
a. give legal advice to the Debtor as debtor-in-possession
with respect to its powers and duties as debtor-in-
possession in the continued operation of the business and
management of the property;
b. take necessary or proper action to attack or avoid voidable
liens against the estate's property;
c. assist in obtaining post-petition financing and use of cash
collateral;
d. assist in obtaining funds to which the Debtor may be
entitled or otherwise regain property;
e. prepare on behalf of the Debtor such necessary applications
and other pleadings and perform such other legal services
which the Debtor and the Firm may deem necessary and
appropriate herein;
f. give legal advice with respect to or coordinate legal
advice regarding titles, liens and encumbrances relating to
the properties in which the Debtor may own an interest;
g. assist in the review of the claimed lines, mortgages or
encumbrances against the estate's property;
h. prepare such documentation and pleadings and represent the
debtor-in-possession in such legal proceedings as the
Debtors and the Firm may deem necessary or advisable;
i. prepare, file and seek approval and acceptance of a
disclosure statement and plan of reorganization; and
j. prepare, file and litigate to conclusion all such
objections to claims and adversary proceedings as may be
necessary.
Ritcheson Lauffer will be paid at the hourly rate of $300. The
firm will be paid a retainer in the amount of $38,283. It will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Charles E. Lauffer, Jr., partner of Ritcheson Lauffer & Vincent,
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.
Ritcheson Lauffer can be reached at:
Charles E. Lauffer, Jr., Esq.
RITCHESON LAUFFER & VINCENT, P.C.
821 ESE Loop 323, Suite 530
Tyler, TX 75701
Tel: (903) 535-2900
Fax: (903) 533-8646
About KMK Oil & Gas, Inc.
KMK Oil & Gas, Inc., based in Marshall, TX, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 17-20116) on June 28, 2017.
Charles E. Lauffer, Jr., Esq., at Ritcheson Lauffer & Vincent,
P.C., serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $0 to $50,000 in liabilities. The petition was signed by
Kenneth M. Kleinke, president.
LA PALOMA GENERATING: Hires Debevoise & Plimpton as Attorney
------------------------------------------------------------
La Paloma Generating Company, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Debevoise & Plimpton LLP, as attorney to the Debtor.
La Paloma Generating requires Debevoise to:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and
operation of their business and properties;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative
requirements of operating in Chapter 11;
c. attend meetings and negotiate with representatives of the
creditors and other parties in interest;
d. take all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors and representing the Debtors' interests in
negotiations concerning all litigation in which the Debtors
are involved, including objections to claims filed against
the Debtors' estates;
e. prepare all pleadings, including motions, applications,
answers, orders, reports and papers necessary or otherwise
beneficial to the administration of the Debtors' estates;
f. represent the Debtors in connection with obtaining
postpetition financing and use of cash collateral;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates before
those courts;
i. consult with the Debtors regarding tax matters;
j. take any necessary or desirable action on behalf of the
Debtors to negotiate, prepare on behalf of the Debtors and
obtain approval of a chapter 11 plan and all documents
related thereto; and
k. perform all other necessary or otherwise beneficial legal
services for the Debtors in connection with the prosecution
of the chapter 11 cases, including (i) analyzing the
Debtors' leases and contracts and the assumptions,
rejections or assignments thereof, (ii) analyzing the
validity of liens against the Debtors and (iii) advising
the Debtors on corporate and litigation matters.
Debevoise will be paid at these hourly rates:
Partners $975–1,375
Counsel $1,025–1,085
Associates $500–950
Paraprofessionals $215–415
Debevoise 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, with the exception that Debevoise has agreed to
provide fee accommodations in the form of
complimentary services for time spent transitioning
the Debtors' restructuring work from the previous
counsel.
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: Debevoise did not represent the Debtors in the 12
months prepetition. No adjustments were made to
either the billing rates or the material financial
terms of Debevoise's employment by the Debtors as a
result of the filing of the chapter 11 cases.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Debtors will be approving a prospective budget
and staffing plan for Debevoise's engagement for
the postpetition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the
budget may be amended as necessary to reflect
changed or unanticipated developments.
M. Natasha Labovitz, partner of Debevoise & Plimpton 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.
Debevoise can be reached at:
M. Natasha Labovitz, Esq.
DEBEVOISE & PLIMPTON LLP
919 Third Avenue
New York, NY 10022
Tel: (212) 909-6000
About La Paloma Generating Company, LLC
La Paloma Generating Company, LLC, a D.C.-based merchant power
generator, and its affiliates La Paloma Acquisition Co, LLC, and
CEP La Paloma Operating Company, LLC, filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-
12702) on Dec. 6, 2016. The Hon. Christopher S. Sontchi presides
over the cases. The petitions were signed by Niranjan Ravindran, as
authorized person.
The Debtors are represented by John J. Rapisardi, Esq., and George
A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy
counsel; M. Natasha Labovitz, Esq., at Debevoise & Plimpton LLP, as
attorney; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason
M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware
counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve
as conflicts counsel. Jefferies LLC serves as the Debtors'
financial advisor and investment banker, while their claims and
noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal
North America, LLC, as financial advisor.
La Paloma Generating estimated $100 million to $500 million in
assets and $500 million to $1 billion in liabilities.
Maria Aprile Sawczuk has been appointed fee examiner in the
bankruptcy case.
LITHIA MOTORS: S&P Assigns BB+ Corp Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings today assigned its 'BB+' corporate credit rating
to Oregon-based auto retailer Lithia Motors Inc. The outlook is
stable.
S&P said, "At the same time, we assigned our 'BB' issue-level and
'5' recovery ratings to the company's senior unsecured notes. The
'5' recovery rating reflects our expectations that lenders would
receive a modest (10%-30%; rounded estimate: 20%) recovery of
principal in the event of a default.
"Our 'BB+' corporate credit rating on Lithia reflects our view of
the resilience of its business model. Major auto retailers
typically generate revenue from new– and used-vehicle sales,
finance and insurance, and parts and service (P&S). Although new
and used vehicle sales accounted for 87% of revenue in fiscal 2016,
57% of gross profits came from P&S (32%) and finance and insurance
(25%). The high-margin revenue that its P&S operations generate is
relatively stable compared with vehicle sales, which have volatile
revenue and lower margins; the P&S business tends to provide some
revenue and margin stability if the U.S. experiences another
recession.
"S&P Global Ratings' stable outlook on Lithia reflects our
assumption that its diverse revenue streams and geographic
diversity mix will enable it to generate credit ratios in line with
our rating over the next twelve months. Specifically, we expect
Lithia will pursue a financial policy that balances
business expansion and shareholder returns with intermediate debt
leverage in the 2x-3x range and FOCF to debt of 15% or higher.
"We could lower the rating on Lithia Motors during the next year if
its leverage rises above our 3x for an extended period. We could
also lower the rating if the company's FOCF-to-debt ratio falls
below 15% for an extended period of time. This reversal in credit
measures could occur because of an economic reversal, if the
company takes on a significant amount of debt to repurchase common
shares or make acquisitions, or because of tightening industry
competition and intense pricing pressures.
"We could consider raising our rating if the company strengthens
its competitive position through consistent execution and increased
market share through a combination of organic growth and sensible
expansion through acquisition. Moreover, we would like to see the
company continue to spread best practices throughout the
organization, develop its online presence, and increase customer
retention. At the same time, we would like the company to sustain
credit measures in line with the current financial risk profile."
MARATHON OIL: Moody's Assign Ba1 Rating to Proposed Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Marathon Oil
Corporation's proposed offering of senior notes. Proceeds from the
new notes offering along with a portion of balance sheet cash will
be used to repay $1.76 billion of debt, comprised of three senior
notes tranches that mature through 2019. All existing ratings of
Marathon Oil, including the Ba1 Corporate Family Rating (CFR), and
the stable rating outlook are unchanged.
"Marathon is proactively refinancing its upcoming debt maturities
with this senior notes offering as well as reducing debt using some
balance sheet cash, supporting its credit metrics and liquidity in
this weak commodity price environment," commented Amol Joshi,
Moody's Vice President.
Assignments:
Issuer: Marathon Oil Corporation
-- Senior Unsecured Regular Bond/Debentures, Assigned Ba1 (LGD4)
RATINGS RATIONALE
The new senior notes have been rated Ba1, the same as the CFR,
consistent with the ratings of Marathon Oil's existing senior
notes. The new notes are unsecured and have no subsidiary
guarantees, consistent with Marathon Oil's other senior notes and
its unsecured revolving credit facility.
This notes offering will address Marathon Oil's upcoming debt
maturities in 2017, 2018 and 2019. The company has good liquidity,
boosted by asset sales and an equity issuance earlier in 2016.
Marathon Oil had approximately $2.5 billion of balance sheet cash
as of March 31, 2017. Additionally, the company has full
availability under its roughly $3.4 billion credit facility, which
expires in May 2021.
Marathon Oil's Ba1 CFR incorporates the company's position as a
large independent exploration and production (E&P) company with a
diversified reserve and production base. The rating is tempered by
the considerable deterioration of credit metrics since 2014 driven
by weak crude oil prices. However, Marathon's reduced cost
structure and high sensitivity to oil prices should result in
improving its cash margins, capital efficiency and leverage metrics
in 2017 with stabilizing crude oil prices. In the near-term,
management will focus its capital spending program on the
short-cycle US resource plays in a subdued commodity price
environment, which provide better returns with relatively lower
operational risk.
The rating outlook is stable reflecting the reduced refinancing
risk associated with the company's near-term debt maturities and
Moody's expectations for improved credit metrics in 2017.
Marathon Oil's rating could be upgraded if the company improves its
leverage metrics and capital efficiency with retained cash flow
(RCF)/Debt above 30% and a leveraged full cycle ratio (LFCR) above
1.5x, while production remains stable. The rating could be
downgraded if RCF/Debt is sustained below 15% or if the company
does not maintain adequate liquidity.
The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
Marathon Oil is a large independent exploration and production
company with a diversified asset base across four US core
unconventional shale plays: the Eagle Ford, Bakken, Oklahoma
Resource Basins and the Permian Basin as well as international
operations across regions including Africa and offshore in the UK
North Sea.
MARBLES HOLDINGS: Hires Philip+Rae as Benefit Plan Auditor
----------------------------------------------------------
Marbles Holdings, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Philip+Rae & Associates, CPAs, as benefit plan auditor to the
Debtors.
Marbles Holdings requires Philip+Rae to audit the financial
statements of the Debtors' 401(k) Plan, which comprise the
statement of net assets available for benefits as of December 31,
2016 and the related statement of changes in net assets available
for benefits for the year then ended, and the related notes to the
financial statements and report on the supplemental schedules of
the Plan for the year ended December 31, 2016.
Philip+Rae will be paid a flat fee of $5,000.
John Mastrangeli, shareholder of Philip+Rae & Associates, CPAs,
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.
Philip+Rae can be reached at:
John Mastrangeli
PHILIP+RAE & ASSOCIATES, CPAS
564 S. Washington, Suite 200
Naperville, IL 60540
Tel: (630) 505-3620
Fax: (630) 505-3621
About Marbles Holdings, LLC
Marbles LLC is a privately held company engaged in the development,
curating, wholesaling and retail sale of unique brain-stimulating
games, puzzles, software, and books. Its principal place of
business and principal office are located at 1918 North Mendell
Street, Chicago, Illinois.
Marbles Holdings, LLC, along with Marbles LLC and Marbles Brain
Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Lead Case No. 17-03309) on Feb. 3, 2017.
Adelman & Gettleman LTD. serves as the Debtors' bankruptcy counsel,
while Garden City Group LLC acts as noticing, claims and
solicitation agent. The Debtors have also tapped Hilco IP Services
LLC dba Hilco Streambank to help monetize its intellectual
property, and Gordon Brothers Retail Partners, LLC in connection
with the store closing sales at its retail stores.
At the time of the filing, Marbles Holdings and Marbles LLC
estimated assets of $1 million to $10 million and liabilities of
$10 to $50 million. Marbles Brain Workshop estimated assets of
less than $500,000 and liabilities of less than $50,000.
On February 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Pachulski Stang Ziehl &
Jones LLP and Freeborn & Peters LLP serve as lead counsel and local
counsel to the committee, respectively. Berkeley Research Group,LLC
is the financial advisor.
Elise S. Frejka was appointed as consumer privacy ombudsman. No
trustee or examiner has been appointed.
MARKS FAMILY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marks Family Trucking, LLC
520 E. Burnett St.
Beaver Dam, WI 53916
Business Description: Marks Family Trucking is a single location
business engaged in contract truck hauling.
The Company owns a fee simple interest
in a property located at 5230 E. Burnett
St., Beaver Dam, WI -- office, garage and
yard -- from which the Debtor operated. The
Debtor paid $350,000 for the property five
years ago and the current value is thought
to be at least this much.
Chapter 11 Petition Date: July 13, 2017
Case No.: 17-26876
Court: United States Bankruptcy Court
Eastern District of Wisconsin (Milwaukee)
Judge: Hon. Susan V. Kelley
Debtor's Counsel: Paul G. Swanson, Esq.
STEINHILBER SWANSON LLP
107 Church Avenue
P.O. Box 617
Oshkosh, WI 54903-0617
Tel: 920-235-6690
Fax: 920-426-5530
E-mail: pswanson@oshkoshlawyers.com
Total Assets: $1.65 million
Total Liabilities: $969,984
The petition was signed by Rebecca L. Marks, manager.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wieb17-26876.pdf
MCDERMOTT INT'L: S&P Affirms B+ CCR & Alters Outlook to Positive
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
McDermott International Inc. and revised the rating outlook to
positive from stable.
S&P said, "At the same time, we lowered the issue-level rating on
the company's $500 million second-lien notes to 'BB-' from 'BB'.
The recovery rating on the notes was revised to '2' from '1',
indicating our expectation for substantial recovery (70%-90%;
rounded estimate: 80%) in the event of a payment default.
"In addition, we withdrew the issue-level and recovery ratings on
the company's term loan that was repaid as part of the
refinancing."
S&P added, ""The outlook revision to positive reflects our view
that we expect the company to generate more robust credit measures
over the next 12 months, considering the company's improved
operating performance and this deleveraging transaction. We expect
that the company's debt to EBITDA will be around 2x in 2017 and
2018. McDermott's rolling-12-months adjusted EBITDA margins as of
March 31, 2017, improved 300 basis points (bps) year-over-year to
13.7%. Profitability improvement has been driven by execution
enhancements that have led to cost savings and
better-than-anticipated project closeouts."
The positive outlook reflects that McDermott's current backlog, its
exposure to offshore brownfield developments (which have existing
facilities and are less affected by low oil prices), and its recent
debt paydown will result in improved credit metrics over the next
12 months. Although S&P anticipates the company's FOCF will be
negative for the full year 2017 due to revised payment terms with
one of its large customers, it expects that its FOCF-to-debt ratio
approaches 10% in early 2018.
S&P said, "We could raise our ratings on McDermott in the next year
if the company continues to execute its business improvement
initiatives and stabilize its recent improved profitability and
operating performance. Specifically, we could raise the ratings if
McDermott's debt to EBITDA remains comfortably below 4x and its
FOCF to debt improves to around 10%.
"We could revise the outlook to stable in the next year if
McDermott's operating performance weakens, causing debt to EBITDA
to increase above 3x and its FOCF to remain negative for a
sustained period. We believe this could occur if the company
experiences delays or underperforms on a number of its contracts
over the next 12 months."
MONTGOMERY-SANSOME: Hires Alex Naegele as Bankruptcy Counsel
------------------------------------------------------------
Montgomery-Sansome, LP, seeks authority from the U.S. Bankruptcy
Court for the Northern District of California to employ C. Alex
Naegele, A Professional Law Corporation, as general bankruptcy
counsel to the Debtor.
Montgomery-Sansome requires Naegele to:
a) assist, advise, and represent the Debtor in interactions
with creditors and interested parties and their attorneys
and agents as is necessary during the pendency of the
Chapter 11 Case;
b) assist, advise, and represent the Debtor in reviewing
claims and where necessary objecting to claims;
c) assist, advise and represent the Debtor in any issues
associated with the acts, conduct, assets, liabilities, and
financial condition of the Debtor, and any other matters
relevant to the bankruptcy case or to the formulation of
the plans or reorganization or liquidation;
d) assist, advise, and represent the Debtor in the
negotiation, formulation, preparation and submission of any
plans of reorganization and disclosure statement;
e) assist, advise and represent the Debtor in the performance
of its duties and the exercise of its powers under the
Bankruptcy Code and the Bankruptcy Rules and in the
performance of such other services as are in the interest
of the Debtor;
f) appear at all Bankruptcy Court hearings, U.S. Trustee
meeting and meetings of creditors on behalf of the Debtor;
g) prepare monthly operating reports and other tax and
accounting work;
h) assist, advise, and represent the Debtor on litigation
matters, as necessary to the reorganization of the Debtor;
and
i) provide such other necessary advice and services as the
Debtor may require in connection with the bankruptcy case.
Naegele will be paid at these hourly rates:
Attorney $300
Paralegal $59
Naegele will be paid a retainer in the amount of $10,000.
Naegele will also be reimbursed for reasonable out-of-pocket
expenses incurred.
C. Alex Naegele, partner of C. Alex Naegele, A Professional Law
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.
Naegele can be reached at:
C. Alex Naegele, Esq.
C. ALEX NAEGELE, A PROFESSIONAL LAW CORPORATION
95 South Market Street, Suite 300
San Jose, CA, 95113
Tel: (408) 995-3224
Fax: (408) 890-4645
E-mail: alex@canlawcorp.com
About Montgomery-Sansome, LP
Montgomery Sansome -- http://www.montgomerysansome.net-- is a
family-owned business with Len Nordeman, G.P at the helm. Len
obtained his contractor's license in 1965, and has since completed
more than 22,000 construction projects and maintains an A+ rating
with the Better Business Bureau. Services provided by Montgomery
Sansome include addressing the immediate needs of the occupants and
owners, including the insurance company-required "mitigation of
damage". This means providing the services necessary to reduce
further damage which could result from excess water, smoke, or
other exposures.
Montgomery Sansome, L.P., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 17-30515) on May 26, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor hired
C. Alex Naegele, Esq., at C. Alex Naegele, A Professional Law
Corporation, as general bankruptcy counsel. The Debtor hired Edwin
L. Bradley, Esq., at the Law Office of Edwin Bradley, as special
counsel.
MUSCLEPHARM CORP: Appoints New Members to its Board of Directors
----------------------------------------------------------------
MusclePharm Corporation announced two new appointments to its Board
of Directors, including John J. Desmond, a certified public
accountant with more than 40 years of public accounting industry
experience, and Brian Casutto, MusclePharm's executive vice
president of sales & operations. The appointments are effective
July 7, 2017, expanding the board to four directors.
Mr. Desmond, as an independent board member, will serve as Chairman
of the Audit Committee and Governance Committee, and will serve as
a member of the Compensation Committee and Nominating Committee.
Mr. Casutto's specific committee appointments will be determined at
a later date.
Mr. Desmond was partner-in-charge of the Long Island office of
Grant Thornton LLP from 1988 through his retirement from the firm
in 2015. At Grant Thornton, Mr. Desmond served as lead audit
partner for many public and privately-held companies. From 2001 to
2013, Mr. Desmond was elected by the U.S. Partners of Grant
Thornton as a member of its Partnership Board, which was
responsible for oversight of many of the firm's activities
including strategic planning, senior leadership team performance
and the firm's financial performance. Mr. Desmond currently serves
on the board of The First of Long Island (NASDAQ: FLIC) and its
wholly owned bank subsidiary, The First National Bank of Long
Island.
Mr. Desmond, Chairman of the Audit Committee and Governance
Committee, commented, "MusclePharm is a leader in the nutritional
supplement market and has an excellent track record of introducing
new and innovative products that are the gold-standard in the
industry. I am excited to align myself with the Company as it
embarks on a new chapter in its evolution and look forward to
helping management advance its strategic plan to reach a wider
customer base and build shareholder value."
Mr. Casutto joined MusclePharm in June 2014 to lead product
development and brand positioning of the recently launched Natural
Series, and was appointed to the role of executive vice president
of sales & operations in July of 2015. Prior to joining
MusclePharm, he served as executive vice president of sales for
Country Life, LLC. During his tenure there, Country Life's parent
company, Kikkoman Corp, appointed him to the Board of Directors,
Country Life (2007 - May 2014) and Board of Directors, Allergy
Research Group (2009 - May 2014).
Mr. Casutto, executive vice president of sales & operations,
commented, "Since joining MusclePharm I have seen the Company
undergo a major evolution into a dynamic, financially strong leader
in the supplement market. I am proud to be asked to join the Board
of Directors at such an exciting time in the Company’s
development as it ramps up its share of the organic market, driven
by our new line of Natural Series products, and explores new
geographies to launch its products."
"We are pleased to welcome John and Brian to our Board of
Directors," commented Ryan Drexler, president and chief executive
officer of MusclePharm. "John's financial expertise, highlighted
by more than 40 years of experience working with growing companies
like MusclePharm, will be an enormous asset to our Board of
Directors as we scale our operations. Brian has been instrumental
in getting the Company to where it is today and I am confident his
detailed knowledge of the Company and the broader nutritional
supplement industry will be invaluable in helping to guide
MusclePharm's future growth.
"The expansion of our Board of Directors will support the Company's
commitment to best practices in corporate governance as we make
broader changes across the business. Currently, we are in the
process of implementing MusclePharm's multipronged growth and value
enhancement strategy, which includes the launch of new product
lines, such as Natural Series, and the expansion of our global
commercial footprint," concluded Mr. Drexler.
Messrs. Desmond and Casutto will be nominated and stand for
election to the Company's board of directors at the Company's
annual meeting scheduled for Sept. 14, 2017.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.muslepharm.com/-- develops and manufactures a
full line of National Science Foundation approved nutritional
supplements that are 100 percent free of banned substances.
MusclePharm is sold in over 120 countries and available in over
5,000 U.S. retail outlets, including GNC and Vitamin Shoppe.
MusclePharm products are also sold in over 100 online stores,
including bodybuilding.com, Amazon.com and Vitacost.com.
MusclePharm reported a net loss of $3.47 million on $132.5 million
of net revenue for the year ended Dec. 31, 2016, compared to a net
loss of $51.85 million on $166.9 million of net revenue for the
year ended Dec. 31, 2015.
The Company's balance sheet at March 31, 2017, showed $31.11
million in total assets, $38.52 million in total liabilities and a
total stockholders' deficit of $7.41 million.
NATIONAL EVENTS: Wants to Obtain $245,000 of DIP Financing
----------------------------------------------------------
National Events Holdings, LLC, and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to obtain up to $245,000 of postpetition financing of
Falcon Strategic Partners IV, LP, and FMP Agency Services, LLC, and
use cash collateral.
The Debtors say that the proposed financing is advantageous to the
Debtors because it provides critical debtor-in-possession financing
during the next phase of the Debtors' Chapter 11 cases,
specifically the Debtors' efforts to liquidate the remaining
inventory of tickets before the tickets become stale, and the
Debtors' continuing investigation into the causes of action. The
DIP Lender and Debtors have negotiated the terms of the proposed
financing here which, if approved, will enable the Debtors to
continue their wind-down efforts efficiently and continue their
Investigation.
According to the Debtors, the proposed DIP Loan will provide the
Debtors up to $245,000 to be used to investigate potential causes
of actions and claims the Debtors may have. As contemplated by the
protocol, the investigations by the Debtors and the Inc. The
Debtors would need to be concluded by Sept. 20, 2017. At the same
time, the professionals of the Debtors (including the chief
restructuring officer), the DIP Lender, the receiver of the Inc.
Debtors and other lenders would coordinate their investigations,
avoid conflicts and minimize any duplication of efforts to the
extent practicable.
The loan will have an interest of 11% per annum, with default
interest at 15% per annum. No fees are to be paid.
The DIP Loans will mature on the date that is earliest of (i) 30
days after the date hereof, if the Court does not enter the final
court order in a form acceptable to the DIP Lender in its sole
discretion; (ii) Dec. 31, 2017; (iii) the date on which a Chapter
11 plan of reorganization becomes effective; (iv) upon entry of a
court order dismissing or converting any of these Chapter 11 cases
to a case under Chapter 7 of the U.S. Bankruptcy Code; (v) upon the
request by any party in interest for the appointment of a trustee
or examiner or the appointment of a creditors' committee with
respect to any of these Chapter 11 cases; (vi) upon the failure of
the Debtors' chief restructuring officer to continue to serve in
position; (vii) upon any change of control of any of the Debtors;
or (viii) upon any breach of any provision of the interim court
order or failure to comply with the approved investigation and
wind-down budget, including any milestones.
The interim court order will have been entered on or before 5:00
p.m. on July 19, 2017, in form and substance acceptable to the DIP
Lender in its sole discretion; the DIP Lender will have agreed to
an approved investigation and wind-down budget in its sole
discretion and each borrowing under the DIP Facility will be in
accordance with the terms of approved Investigation and wind-down
budget; no default will have occurred; the Debtors will be in
compliance with all terms, provisions, conditions, and covenants
contained herein; each of the representations and warranties
contained in the interim court order of the final court order, as
applicable remain true and correct; each Debtor will have executed
and delivered a promissory note to the DIP Lender in the principal
amount of the Maximum Amount; and an Order granting the Prepetition
Secured Parties' motion for relief from the automatic stay will
have been entered in form and substance satisfactory to the
prepetition secured parties in their sole discretion.
The DIP Loan will be secured by the causes of action.
To secure the DIP Obligations, immediately upon, and effective as
of entry of the interim court order, the DIP Lender is hereby a
senior, first priority, continuing, valid, binding, enforceable,
non-avoidable, and automatically and properly perfected DIP Liens
in the DIP Collateral as follows, subject to the carve-out.
The proceeds of any recoveries from the causes of action will
immediately be applied to repay these obligations: (i) first,
amounts owed to the Secured Parties for the Debtors' use of cash
collateral pursuant to the cash collateral court orders in the
amount of $106,690.18 through July 14, 2017, plus additional
amounts incurred subsequent thereto, less any portion of the
amounts directly incurred to preserve or to liquidate the
prepetition collateral; (ii) second, accrued interest and fees and
other amounts (other than principal) outstanding under the DIP
Facility; and (iii) third, repayment of the emergency pre-filing
advance; and (iv) fourth, principal amounts owed under the DIP
Facility. Any excess amounts will be available to the Debtors'
estates.
A copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/nysb17-11556-99.pdf
About National Events Holdings
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' attorneys are Stephen B. Selbst, Esq., and Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP, in New York. Timothy
Puopolo of RAS Management Advisors, LLC, is the Debtors' as chief
restructuring officer.
NCSG CRANE: Moody's Lowers Corporate Family Rating to Caa3
----------------------------------------------------------
Moody's Investors Service downgraded NCSG Crane & Heavy Haul
Corporation's (NCSG) Corporate Family Rating (CFR) to Caa3 from
Caa2, Probability of Default Rating to Caa3-PD from Caa2-PD, and
the second lien secured notes rating to Ca from Caa3. The rating
outlook was changed to negative from stable. Moody's withdrew the
SGL rating.
"The downgrade reflects Moody's expectations that the continuation
of negative free cash flow will deplete NCSG's already tight
liquidity, likely forcing the company to restructure by 2018," said
Paresh Chari, Moody's AVP-Analyst. "Demand for cranes and heavy
haul equipment will continue to remain weak, resulting in cash flow
that will be materially insufficient to cover interest."
Downgrades:
Issuer: NCSG Crane & Heavy Haul Corporation
-- Probability of Default Rating, Downgraded to Caa3-PD from
Caa2-PD
-- Corporate Family Rating, Downgraded to Caa3 from Caa2
-- Senior Secured Regular Bond/Debenture, Downgraded to Ca(LGD4)
from Caa3(LGD5)
Outlook Actions:
Issuer: NCSG Crane & Heavy Haul Corporation
-- Outlook, Changed To Negative From Stable
Withdrawals:
Issuer: NCSG Crane & Heavy Haul Corporation
-- Speculative Grade Liquidity Rating, Withdrawn , previously
rated SGL-4
RATINGS RATIONALE
NCSG Crane & Heavy Haul Corporation's Caa3 Corporate Family Rating
(CFR) reflects weak liquidity that continues to worsen with the
perpetuation of negative free cash flow, and a competitive market
that will lead to pricing and margin pressure for remaining work.
The NCSG restricted group capital structure is untenable: Moody's
expects debt to EBITDA to be around 15x and EBITDA to interest less
than 1x in 2017 and 2018, caused by the reduction in oil & gas
project-related work. Moody's expects that a restructuring will
occur before the ABL revolver and second lien notes mature in
August 2019. The rating also recognizes NCSG restricted group's
predictable maintenance work that is tied to long-lived oil sands
mining and in-situ bitumen projects, and midstream projects in
Western Canada.
NCSG restricted group's liquidity is weak. At March 31, 2017, the
restricted group had about C$20 million of availability under its
C$203 million ABL revolving credit facility maturing in August
2019. Moody's expects negative free cash flow of around C$20
million through to June 30, 2018. NCSG restricted group's revolver
commitment level is C$225 million but the company is cannot meet
the springing covenant (fixed charge coverage ratio of at least 1x)
effectively reducing the amount it can borrow by 10%. NCSG's
unrestricted subsidiary in the U.S., B&G Crane, is not expected to
require funds from NCSG nor provide funds to its parent. Alternate
sources of liquidity are limited as its assets are pledged as
collateral to the secured credit facilities and second lien notes,
however Moody's note that NCSG can monetize its currency hedges and
actively sells equipment into the market. NCSG's US$305 million
second lien notes mature August 2019.
In accordance with Moody's Loss Given Default (LGD) Methodology,
the second lien US$305 million senior secured notes are rated Ca,
one notch below the Caa3 CFR due to its subordination to the
priority ranking C$225 million ABL revolver. Moody's has not
included the unrated B&G debt in the LGD analysis because the debt
is non-recourse to NCSG and the assets under B&G are outside the
collateral group for the senior secured notes and revolver. The B&G
debt only has claim to the B&G assets.
The negative outlook reflects Moody's expectations that that the
company will restructure its debt in 2018, causing a default.
The ratings could be upgraded if there is a significant improvement
in business conditions leading to EBITDA to interest rising above
1x and an improvement in liquidity.
The ratings could be downgraded if NCSG is unable to make interest
payments or files for protection or undertakes a debt
restructuring.
NCSG Crane & Heavy Haul Corporation (NCSG), is a privately owned,
fully operated and maintained, crane & heavy haul service provider
based in Edmonton, Alberta. The crane services business constitutes
roughly 80% of revenue with the balance coming from heavy haul
services.
The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.
NET ELEMENT: Cancels Effectiveness of Form S-1 Resale Prospectus
----------------------------------------------------------------
Net Element, Inc., filed with the Securities and Exchange
Commission a post-effective amendment no.1 to its Form S-1
registration statement relating to the registration of 2,794,674
shares of the Company's common stock for resale, from time to time,
by the selling securityholder named in the Registration Statement.
The Registration Statement was declared effective by the Commission
on Aug. 30, 2016.
Pursuant to the Registration Statement, the total number of shares
of common stock that may be issued under Purchase Agreement, will
be limited to 2,362,724 shares of Common Stock, which equals 19.99%
of the Company's outstanding shares of common stock as of the date
of the Purchase Agreement, unless stockholder approval is obtained
to issue more than such 19.99%. 2,362,724 shares of Common Stock
have been issued under Purchase Agreement, and stockholder approval
has not been obtained to issue more than such 19.99%. Accordingly,
the Company has no further obligation to maintain effectiveness of
the Registration Statement. In accordance with an undertaking made
by the Company in the Registration Statement to remove from
registration by means of a post-effective amendment any securities
which remain unsold at the termination of the offering, the
post-effective amendment was filed to terminate the effectiveness
of the Registration Statement and to remove from registration all
securities registered but not sold under the Registration
Statement. As a result of this deregistration, no securities
remain registered for resale pursuant to the Registration
Statement.
About Net Element
Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., is a global financial technology and value-added
solutions group that supports companies in accepting electronic
payments in an omni-channel environment that spans across
point-of-sale (POS), e-commerce and mobile devices.
Net Element reported a net loss of $13.61 million on $54.28 million
of total revenues for the 12 months ended Dec. 31, 2016, compared
to a net loss of $13.32 million on $40.23 million of total revenues
for the 12 months ended Dec. 31, 2015.
As of March 31, 2017, Net Element had $22.98 million in total
assets, $19.53 million in total liabilities, and $3.45 million in
total stockholders' equity.
Daszkal Bolton LLP's report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, contains an
explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors stated that the Company's recurring losses from operations
and working capital and accumulated deficits raise substantial
doubt about its ability to continue as a going concern.
NORTHWEST CORPORATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Northwest Corporate Centre I 17-20912
Limited Partnership
Chicago
2500 W. Higgins Road No. 400
Hoffman Estates, IL 60169
Northwest Corporate Centre II and 17-20914
III Limited Partnership
Chicago
2500 W. Higgins Road No. 400
Hoffman Estates, IL 60169
Northwest Tech Limited Partnership 17-20915
Chicago
2500 W. Higgins Road No. 400
Hoffman Estates, IL 60169
Business Description: Single Asset Real Estate (as defined in
11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: July 13, 2017
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jack B. Schmetterer (17-20912)
Hon. Benjamin A. Goldgar (17-20914)
Hon. Timothy A. Barnes (17-20915)
Debtors' Counsel: Nikola Duric, Esq.
DURIC LAW OFFICES
810 Busse Highway
Park Ridge, IL 60068
Tel: (847) 656-5410
E-mail: duriclaw@att.net
Estimated Estimated
Assets Liabilities
---------- -----------
Northwest Corporate Centre I $1M-$10M $1M-$10M
Northwest Corporate Centre II $1M-$10M $1M-$10M
Northwest Tech Limited Partnership $1M-$10M $1M-$10M
The petitions were signed by George A. Moser, general partner -
president.
The Debtors failed to include a list of their 20 largest unsecured
creditors at the time of the filing.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/ilnb17-20912.pdf
http://bankrupt.com/misc/ilnb17-20914.pdf
http://bankrupt.com/misc/ilnb17-20915.pdf
OUTER HARBOR: Committee Wants Debtor's Exclusivity Terminated
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing August 2, 2017, to consider the request of Outer Harbor
Terminal, LLC to further extend the exclusive periods during which
on the Debtor may file a Chapter 11 Plan and solicit acceptances
thereof.
The Official Committee of Unsecured Creditors of Outer Harbor
Terminal says the exclusivity should be terminated, not extended.
The Committee explains it can see no logical or legal cause for
allowing the Debtor to proceed with its Plan at all, let alone
granting the Debtor an exclusive right to pursue a Plan. The
Debtor should be prevented from going forward with its Plan under
any circumstances as it is simply a waste of time and estate
resources. Exclusivity should be terminated so that the Committee
will have options, in the event that the mediation does not go
well, to pursue the insiders through either supporting a conversion
of the case or propounding its own plan that will appoint a
liquidating trustee.
The Committee tells the Court the Debtors' Plan seeks to protect
and insulate its insiders from all possible liability by, in part,
granting releases to the insiders that have not been bargained for
with the Committee.
"The Plan is dead in the water because it will never have the
Committee's support," the Committee says.
The Committee tells the Court that the only Plans that could
possibly work in this case are either a plan that is fully
consensual between the Debtor, its insiders, and the Committee or a
plan proposed by the Committee that will appoint a liquidating
trustee to pursue avoidance actions against insiders and distribute
the Debtor's cash on hand. The Debtor cannot justify pursuing its
Plan and it would be a breach of the Debtor's fiduciary duty to
continue trying; the Court cannot continue to bless the Debtor's
attempt to gain releases for its insiders.
On June 26, 2017, the Debtor filed the Motion, its fifth request to
extend its Exclusive Periods. The Debtor requests that the
Exclusive Periods be extended to the outer allowable limit of 18
months (August 1, 2017) and 20 months (October 2, 2017) after the
Petition Date, respectively.
The Debtor requests an extension of its exclusive period to file a
plan through August 1, 2017. Thus, by virtue of the Debtor's
timing in filing its Motion, it will automatically be granted this
extension.
The Committee has been attempting to investigate transfers to
insiders that it believes to be avoidable under preferential and/or
fraudulent transfer laws; however, the Debtor has been stonewalling
the Committee at every turn.
The Committee sought formal discovery under Federal Rule of
Bankruptcy Procedure 2004. The Debtor and all of its insiders
opposed the motion. The Court held that the releases granted in
the Final DIP Order did not cover the transfers that the Committee
sought to investigate. The insiders have appealed that ruling.
"Extending the Exclusive Solicitation Period will only serve to
give the Debtor leverage over the Committee during the mediation
and will give the Debtor the impression that it can treat the
Committee unfairly," the Committee says. "It would allow the
Debtor to continue pressing for releases for its insiders that have
not been bargained for, as found by the Court. It would allow the
Debtor to continue ignoring its duty to act as a fiduciary for the
estate. This cannot be permitted."
A mediation has been scheduled between the Committee, the Debtor,
and the Debtor's insiders for August 25, 2017.
The United States Trustee has informed the Committee of its
intention to seek conversion of this case to a case under Chapter 7
of the Bankruptcy Code, or to seek the appointment of a Trustee, if
the mediation on August 25th does not make substantial progress in
resolving this case.
The Committee is represented by:
Scott J. Leonhardt, Esq.
THE ROSNER LAW GROUP LLC
824 North Market Street, Suite 810
Wilmington, DE 19801
Telephone: (302) 777-1111
- and -
Daren R. Brinkman, Esq.
BRINKMAN PORTILLO RONK, APC
4333 Park Terrace Drive, Suite 205
Westlake Village, CA 91361
Telephone: (818) 597-2992
Facsimile: (818) 597-2998
Email: firm@brinkmanlaw.com
About Outer Harbor Terminal
Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- was a joint venture of Ports America and
Terminal Investment Ltd. The Oakland, California-based port
operator filed for Chapter 11 protection (Bankr. D. Del. Case No.
16-10283) on Feb. 1, 2016. It announced plans to wind down
operations and leave Oakland to concentrate on its investments in
other terminals that the company operates in Tacoma, Los
Angeles-Long Beach, New York-New Jersey and Baltimore.
The Chapter 11 petition was signed by Heather Stack, chief
financial officer. The Hon. Laurie Selber Silverstein is the case
judge. The Debtor listed $103 million in assets and $370 million
in debt.
Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel. Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel. Prime Clerk LLC is the
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three creditors to
serve in the Debtor's official committee of unsecured creditors.
Brinkman Portillo Ronk, APC, and Rosner Law Group LLC represent
the Committee.
* * *
On February 13, 2017, the Debtor filed a combined chapter 11 plan
and disclosure statement. The plan projected a 9% to 16% recovery
for general unsecured creditors.
On April 25, the Debtor filed an amended combined chapter 11 plan
and disclosure statement. The amended plan projected a 6% to 11%
recovery for general unsecured creditors.
OUTER HARBOR: UST Wants Case Converted or Dismissed
---------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3, asks
the U.S. Bankruptcy Court for the District of Delaware to convert
the chapter 11 case of Outer Harbor Terminal, LLC to one under
chapter 7 of the Bankruptcy Code or, alternatively, to dismiss the
chapter 11 case.
A hearing on the request is set for Sept. 14, 2017, at 2:00 p.m.
Objections are due Sept. 6.
The U.S. Trustee contends that there is a substantial or continuing
loss to or diminution of the Debtor's estate. According to the
seven most-recent monthly operating reports, (i) the Debtor's cash
on hand decreased each month, from $5,139,380.86 to $1,342,018.93;
(ii) the estate paid $865,533.66 in professional fees; and (iii)
the Debtor's aggregate net cash flow was negative $5,140,868.73.
For the entire case, the Debtor's aggregate net cash flow is
negative $258,837.23.
The U.S. Trustee also points out there is no reasonable likelihood
of rehabilitation. The Debtor ceased operations more than a year
ago, vacated the premises it had leased from the Port of Oakland,
sold its equipment, and filed a chapter 11 plan of liquidation.
The Debtor no longer has the means to reestablish its business.
On February 13, 2017, the Debtor filed a combined chapter 11 plan
and disclosure statement. The plan projected a 9% to 16% recovery
for general unsecured creditors.
On April 25, the Debtor filed an amended combined chapter 11 plan
and disclosure statement. The amended plan projected a 6% to 11%
recovery for general unsecured creditors.
The amended combined plan and disclosure statement has not been
approved or confirmed.
Since November 2016, the estate has paid more than $865,000 in
professional fees, while cash on hand has decreased from $5.1
million to $1.3 million.
The confirmation process is presently on hold while the Official
Committee of Unsecured Creditors and HHH Oakland, Inc. -- in its
capacity as DIP agent and equity holder of the Debtor -- appeal
from the Court's ruling on the final DIP financing order.
The U.S. Trustee is represented by:
Benjamin A. Hackman
Trial Attorney
United States Department of Justice
Office of the United States Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207,
Lockbox 35
Wilmington, DE 19801
Tel: (302) 573-6491
Fax: (302) 573-6497
About Outer Harbor Terminal
Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- was a joint venture of Ports America and
Terminal Investment Ltd. The Oakland, California-based port
operator filed for Chapter 11 protection (Bankr. D. Del. Case No.
16-10283) on Feb. 1, 2016. It announced plans to wind down
operations and leave Oakland to concentrate on its investments in
other terminals that the company operates in Tacoma, Los
Angeles-Long Beach, New York-New Jersey and Baltimore.
The Chapter 11 petition was signed by Heather Stack, chief
financial officer. The Hon. Laurie Selber Silverstein is the case
judge. The Debtor listed $103 million in assets and $370 million
in debt.
Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel. Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel. Prime Clerk LLC is the
claims and noticing agent.
The U.S. Trustee for Region 3 has appointed three creditors to
serve in the Debtor's official committee of unsecured creditors.
Brinkman Portillo Ronk, APC, and Rosner Law Group LLC represent
the Committee.
* * *
Outer Harbor Terminal, LLC, filed with the Bankruptcy Court a
combined Chapter 11 plan of liquidation and disclosure statement
dated Feb. 13, 2017. Class 5 (General Unsecured Claims) --
estimated between $7,019,669 and $12,402,535 -- are impaired by
the
Plan. The holders are expected to recover 9% to 16%.
The Committee has sought to challenge the Plan and investigate the
payments, made to affiliates of the Debtor's parent company and
debtor-in-possession lender HHH Oakland Inc., in the hopes of
clawing back some of the money to pay the $7 million to $12.5
million in unsecured claims the Debtor owed.
OYSTER COMPANY: Unsecs. To Be Paid in 6 Months From Effective Date
------------------------------------------------------------------
Oyster Company of Virginia, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia a disclosure statement
dated July 5, 2017, referring to the Debtor's plan of
reorganization.
Class 8 consists of Unsecured Claims other than Oyster For Life
Claims, Cage Investment Claims, and Founders Unit Claims. Except
to the extent that the holder of a claim in Class 8 agrees to
different treatment, each holder of an allowed unsecured claim, not
otherwise treated in another class, will be paid in full on or
before six months from the Effective Date.
OCVA Holdings will be the vehicle through which the initial
liquidity necessary to execute the Plan stems. OCVA Holdings will,
on the Effective Date, pay the Allowed Loughridge Secured Claim, if
any, in full by purchasing said note and obtaining the same
collateral position as the Loughridge Secured Claim. In addition,
the funds generated through the OCVA Holdings will facilitate
fulfilling the treatment of each class of claims as set forth in
the Disclosure Statement and in the Plan. Upon cancellation of all
Class 9 interests, OCVA Holdings will take control of the Oyster
Company of Virginia and its assets. Upon successful approval of
the ISNRP, a substantial cash flow will inure to the benefit of all
classes of claim and the Reorganized Debtor will make distributions
according to the appropriate treatment of each class of claims at a
date going forward from the Confirmation Date.
In addition to the New Equity Contribution that will fund the Plan
obligations due to be paid on the Effective Date, OCVA Holdings
intends to negotiate with watermen and oyster companies receiving
Oysters For Life cages to provide 26 oysters per cage per year for
the ten years as recorded by the Oysters For Life cage number date
through the Oysters for Life Program at no charge. Further, as
additional cages are purchased, through the ISNRP program,
additional cash will flow to the Reorganized Debtor. OCVA Holdings
will oversee sales and marketing with a focus on utilization of a
newly branded HPP oyster through HPP of Virginia and OVCA Holdings.
The Reorganized Debtor and OCVA Holdings will also market, through
assistance with Virginia Ecological Solutions Foundation, the
Reeftek Sentinel and Living Memorial Reef Program. Websites are
already in place to further market the same.
Present projections suggest that implementation of the ISNRP will
also bring significant liquidity to the Reorganized Debtor to
operate its business and meet its obligations under the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb16-34750-130.pdf
About Oyster Company of Virginia, LLC
A Chapter 7 involuntary petition was filed against Oyster Company
of Virginia, LLC (Bankr. E. D. Va. Case No. 16-34750) on Sept. 27,
2016. The petition was filed by Jeffrey and Eleanor Orndorff,
Chandler Wiegand, and Half Shell Partners, LLC.
On Nov. 4, 2016, the Chapter 7 case was converted to a Chapter 11
case. The case is assigned to Judge Keith L. Phillips.
The U.S. trustee for Region 4 on Dec. 23, 2016, appointed seven
creditors of Oyster Company of Virginia, LLC, to serve on the
official committee of unsecured creditors. The Committee retained
Christian & Barton, LLP, as counsel.
PALLET PLUS: Hires John E. Dunlap Law Office as Attorney
--------------------------------------------------------
Pallet Plus Incorporated seeks authorization from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
the Law Offices of John E. Dunlap, PC as attorney for the
Debtor-in-Possession.
The Debtor requires Dunlap to:
a. advise the Debtor with respect to his powers and duties as
Debtor in Possession in the continued management and operation of
his business;
b. attend meeting of creditors and negotiate with
representatives of creditors and other parties in interest and
advise and consult on the conduct of the case, including all of the
legal and administrative requirements of operating in Chapter 11;
c. take all necessary action to protect and preserve the
Debtor's estate, including prosecution of actions on his behalf,
the defense of any actions commenced against him, negotiate
concerning all litigation in which the Debtor is involved, and
objections to claims filed against the estate;
d. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the administration
of the estate;
e. negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statements, and all related agreements
and documents and take all necessary action on behalf of the debtor
to obtain confirmation of such a plan;
f. advise the Debtor in connection with the sale of assets;
g. appear before the Court, and any appellate courts, and the
U.S. Trustee and protect the interest of the Debtor's estate before
such Court and the U.S. Trustee; and
h. perform all other necessary legal services and provide all
necessary legal advice to the Debtor in connection with this
Chapter 11 case.
The Debtor has agreed to compensate Dunlap at the rate of $200 an
hour.
Before the petition date, Dunlap received a total of $5,000.
John E. Dunlap, the Law Offices of John E.Dunlap, PC , 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.
Dunlap may be reached at:
John E. Dunlap
Law Offices of John E.Dunlap, PC
3294 Polar Avenue #240
Memphis, TN 38111
Tel: (901) 320-1603
Fax: (901) 320-6914
E-mail: jdunlap00@gmail.com
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.
PANADERIA Y REPOSTERIA: Hires J. I. Rivera Gonzales as Accountant
-----------------------------------------------------------------
Panaderia Y Reposteria Pontevedra, Inc., seeks authorization from
the U.S. Bankruptcy Court for the District of Puerto Rico to employ
Jacqueline I. Rivera Gonzales as accountant.
The Debtor requires the Accountant to:
a. close the Debtor's book as of the date of the filing of
this case, and open new books as of the next day thereafter;
b. prepare the periodic statements of the Debtor in
Possession's operations as required by there of this court; and
c. prepare and file the Debtor's state and federal tax return
every month quarter and/or every year (IVU, 941PR, SUTA,SINOT,
FUTA, RETAINERS, etc), including the electronic payments as
required;
d. prepare the General Ledger and Disbursement Register;
e. reconcile the account;
f. prepare Interim Financial Statements for each semester and
Certified Financial Statements for each tax return to be submitted
every year on or before April 14th;
g. provide tax and management counseling;
h. represent in taxes investigations;
i. prepare weekly payroll;
j. prepare bank reconciliations;
k. distribute income and expenses of the corporation
accordingly;
l. prepare monthly operating reports to be submitted on or
before the 20th of each month.
The Accountant will bill on the basis of $350 monthly. The
Accountant will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jacqueline I. Rivera Gonzales, CPA, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
The Accountant may be reached at:
Jacqueline I. Rivera Gonzales, CPA
PO BOX 9074
Ponce, PR 00732
Tel: 787-843-1679
Fax: 787-812-0187
E-mail: Holyrivera@gmail.com
About Panaderia Y Reposteria
Panaderia Y Reposteria Pontevedra Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01280)
on February 27, 2017. The petition was signed by Carlos R.
Rodriguez Torres, president.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
The Debtor hired Modesto Bigas Law Office as counsel.
PARALLAX HEALTH: Paul Arena Named New President and CEO
-------------------------------------------------------
Joseph M. Redmond has left Parallax Health Sciences, Inc., as
president, chief executive officer and chairman of the board of
directors on July 11, 2017. Paul Arena has been appointed as the
new president, chief executive officer and Board member.
Effective July 7, 2017, the Board of the Company has caused the
departure of Mr. Redmond from his position as president and chief
executive officer of the Company and its wholly-owned subsidiary,
RoxSan Pharmacy, Inc. Pursuant to the Employment Agreement dated
Aug. 1, 2015, Mr. Redmond resigned from the Board of the Company
and its wholly-owned subsidiary, RoxSan Pharmacy, Inc.
Effective July 7, 2017, pursuant to a unanimous Board resolution,
Mr. Arena was appointed as the Company's president and chief
executive officer, and a member of the Board.
In connection with Mr. Arena's appointment, the Company entered
into an executive employment agreement with Mr. Arena dated July 7,
2017, wherein Mr. Arena's will serve as president and chief
executive officer for a period of three years. As compensation for
his services, Mr. Arena will receive a base compensation of
$350,000 per annum in year one, of which 30% will be deferred until
certain funding goals are met; $425,000 in year two; and $550,000
in year three.
Pursuant to the Agreement, Mr. Arena will also be entitled to twice
(2x) the base salary in any given year the Company's EBITDA reaches
or exceeds the following: a) $1,000,000 generated by any individual
division of the Company the first twelve month period following the
date of the Agreement; b) $3,000,000 on a consolidated basis the
second twelve month period; and c) $5,000,000 on a consolidated
basis the third twelve month period. In the event the Company has
not reached certain earnings/profits goals, Mr. Arena's base salary
will remain at the rate of $350,000 per annum, or previous year, as
the case may be, until the earnings/profits goals have been
reached.
In connection with the Agreement, the Company has agreed to cause
the issuance of 10,000,000 shares of restricted common stock to Mr.
Arena, of which 25% vests immediately upon execution of the
Agreement; 25% vests one year from the date of the Agreement; 25%
vests after two years from the Agreement; and 25% vests when
certain funding goals have been met.
Also, in connection with the Agreement, Mr. Arena will be granted
5,000,000 stock options at an exercise price of twenty five cents
($0.25) per share. The options are for a period of five years, and
vest as follows: a) 25% immediately upon execution of the
Agreement; b) 25% when the Company's stock trades above forty cents
($0.40) per share for a period of 30 days; c) 25% when the
Company's stock trades above $0.75 per share for a period of 60
days; and d) 25% when the Company's stock trades at over $1.00 per
share for a period of 90 days.
About Parallax Health
Parallax Health Sciences, Inc., has its principal line of business
in the bio-medical sector. The Company, through its subsidiary,
Endeavor Sciences, Inc., is focused on the exploitation of a
diagnostic and monitoring platform and processes. Its Target
System (the systems includes the VT-1000 Desktop Analyzer, the
Target Antigen Detection Cartridge and associated reagents)
technology applies immunochemical and optical methods to detect and
quantify analytes present in human specimens, including blood,
urine, and feces. Its product line includes a previously Food and
Drug Administration-cleared VT-1000 Desktop Analyzer and around a
dozen FDA 510(k) cleared diagnostic tests.
As of Sept. 30, 2015, Parallax Health had $31.40 million in total
assets, $33.53 million in total liabilities and a total
stockholders' deficit of $2.13 million.
"The Company has incurred losses since inception resulting in an
accumulated deficit of $3,704,186, and a working capital deficit of
$1,228,502, and further losses are anticipated. The Company's
ability to continue as a going concern is dependent upon its
ability to generate profitable operations in the future and/or to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due, which may not be available at commercially reasonable
terms. There can be no assurance that the Company will be able to
continue to raise funds, in which case the Company may be unable to
meet its obligations and the Company may cease operations. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern," as disclosed in the
Company's quarterly report for the period ended Sept. 30, 2015.
PARETEUM CORP: Anticipates $3 Million Revenues in Second Quarter
----------------------------------------------------------------
Pareteum Corporation announced it expects to report revenues
exceeding analyst expectations of $3 million for the second quarter
ended June 30, 2017.
The Company's contracted backlog stands at approximately $60
million, to date. This contractual backlog is generated by each of
the Company's Managed Services customers who have entered into
multi-year Software-as-a-Service agreements with Pareteum and
consists of guaranteed minimum monthly recurring fees, as well as
contractually forecasted subscribers and their resulting monthly
recurring revenue.
"We believe the estimated revenue for the second quarter, coupled
with our rapidly growing contracted backlog signify an important
inflection point in the business," said Hal Turner, executive
chairman of Pareteum. "Over the course of 2017 and 2018, we expect
continued top-line improvement to be driven by our committed
backlog revenue as it is converted into earned revenue in an
escalating manner. Pareteum's approximate $60 million 36 month
revenue backlog at the end of the second quarter is almost triple
the number at the beginning of 2016. More importantly, because of
five new sales agreements, including additions for our large
existing customers, and new customers, we have increased by almost
50% the backlog since I first reported it at $44 million during our
Q1 Town Hall call. This is a clear leading indicator of customers
seeking the value that we bring to them from our software and
solutions. We expect continued growth of our revenue backlog,
which will be reflected in our reported top line revenues."
The Companys second quarter 2017 earnings conference call is
expected to be held on or before Aug. 14, 2017.
About Pareteum Corp
New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.
Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015. As of March 31, 2017, Pareteum had $13.10
million in total assets, $16.33 million in total liabilities and a
total stockholders' deficit of $3.23 million.
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 from operations, has an accumulated deficit of
$287,080,234 and has negative working capital. This raises
substantial doubt about the Company's ability to continue as a
going concern.
PATRICK ADAMS: Sale of Health Property for $159K Approved
---------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized the sale by Patrick Taylor
and Linda Ann Adams of their homestead at 115 Luther Lane, Heath,
Rockwall County, Texas to Jeanne Blanton for $159,000.
From the sale proceeds at closing the following amounts will be
paid: (i) all outstanding real property taxes, real estate
commissions and normal closing costs (including premiums for title
insurance and escrow fees); (ii) all amounts necessary to obtain
release of the lien of Ocwen Loan Servicing and/or approval from
Ocwen Loan Servicing of a short sale application if Ocwen Loan
Servicing's lien cannot be paid in full from sale; (iii) $30,000 to
Olson Nicoud & Gueck, LLP for post-confirmation services and cost;
and (iv) $58,814 to the Internal Revenue Service.
The sale proceeds remaining after the payments authorized will be
deposited to the Olson Nicoud & Gueck IOLTA account.
The liens of the Internal Revenue Service will attach to the
proceeds deposited to the Olson Nicoud & Gueck IOLTA account and
any property purchased with such proceeds; such liens include any
which are now of record and any other liens which may subsequently
be filed by the Internal Revenue Service prior to the date the sale
is closed.
Other than as stated, the sale of the Property will be free and
clear of all liens, claims and encumbrances.
Notwithstanding any other provision in the Order, the liens that
secure year 2017 ad valorem property taxes will remain attached to
the real estate and become the responsibility of the Purchaser.
The tax authorities will retain all state law rights in the event
the taxes are not timely paid.
If the sale described in the Order does not close within 90 days
after entry, then the Order will be moot.
About Patrick Taylor
and Linda Ann Adams
Patrick Taylor Adams and Linda Ann Adams operate a furniture
business at 10202 Miller Road, Dallas, Texas 75238, known as Adams
Office Furniture, a sole proprietorship. The Adams undertook to
own and operate a restaurant known as Allure, also as a sole
proprietorship, and it was a financial disaster.
The Adams filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 15-35093) on Dec. 28, 2015.
The Debtors are represented by Dennis Olson, Esq., at Oson Nicoud
&
Gueck, L.L.P.
On Dec. 28, 2016 the Court confirmed the Debtors' Plan of
Reorganization filed on Oct. 24, 2016.
PBF HOLDING: S&P Lowers $500MM Sr. Notes Rating to 'BB', Off RWN
----------------------------------------------------------------
S&P Global Ratings lowered its rating on PBF Holding Co. LLC's $500
million 7% senior notes due 2023 to 'BB' from 'BBB-' and removed
the rating from CreditWatch, where it was placed on May 22, 2017,
with negative implications. S&P said, "At the same time, we revised
the recovery rating on the notes to '3' from '1'. The recovery
rating of '3' indicates our expectation of meaningful (50% to 70%;
rounded estimate: 65%) recovery if a payment default occurs.
PBF Holding Co.'s 7% senior notes due 2023 include a collateral
fall-away provision, which stated that if the company's $675
million 8.25% senior secured notes due 2020 were refinanced on an
unsecured basis, the 7% senior notes and related guarantees would
become unsecured and certain covenants would be modified. The
company has refinanced the 8.25% senior secured notes due 2020 with
a recent unsecured note offering. S&P is withdrawing the 'BBB-'
rating on these notes.
The 'BB' issue-level rating and '3' recovery rating on the
company's $725 million 7.25% unsecured notes due 2025 are
unchanged.
Parsippany, N.J.-based PBF Holding Co. is one of the largest
independent refiners in the U.S., with 884,000 barrels per day of
refining capacity. The company operates five oil refineries and
related facilities in Delaware City, Del.; Paulsboro, N.J.; Toledo,
Ohio; New Orleans, La; and Torrance, Calif.
Ratings List
PBF Holding Co.
Corporate Credit Rating BB/Stable/--
Downgraded; Off CreditWatch; Recovery Rating Revised
To From
PBF Holding Co.
$500 mil 7% sr notes due 2023 BB BBB-/Neg
Recovery Rating 3 1
Withdrawn
PBF Holding Co.
$675 mil 8.25% sr secd notes due 2020 NR BBB-
PERFORMANT FINANCIAL: S&P Affirms Then Withdraws 'CCC' CCR
----------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' corporate credit rating on
Livermore, Calif.-based Performant Financial Corp. At the same
time, S&P said affirmed its 'B-' issue-level rating, with a
recovery rating of '1', on the company's senior secured debt. The
'1' recovery rating reflects S&P's expectation of very high
recovery (90%-100%; rounded estimate: 95%) in the event of a
payment default.
"We subsequently withdrew the corporate credit rating and
issue-level ratings at the company's request," S&P said.
PETROQUEST ENERGY: Hikes 2nd & 3rd Quarter 2017 Production Guidance
-------------------------------------------------------------------
PetroQuest Energy, Inc., announced results from the Company's first
multi-well pad in the Cotton Valley. The three well pad (average
NRI: 59%) established a cumulative initial 24 hour gross daily rate
of 27,697 Mcf of gas, 1,678 barrels of NGLs and 67 barrels of oil,
for an equivalent rate of 38,167 Mcfe/d. The wells on this pad had
an average lateral length of 5,291 feet and the Company estimates
an average drill and complete cost of approximately $860 per
lateral foot. The initial 24 hour gross daily rates and certain
additional operating data per well were as follows:
Lbs Proppant/
Well Mcfe/D Lateral Length (ft) Lateral foot
---- ------ ------------------- -------------
PQ #23 14,489 5,972 799
PQ #24 5,396 4,765 838
PQ #25 18,282 5,135 1,126
PQ #23 and PQ #25 were completed in the E-berry bench of the Cotton
Valley while PQ #24 represented the Company's first horizontal test
of the E bench. While drilling the horizontal section of the well,
PQ #24 experienced mechanical issues associated with the
directional drilling tools resulting in approximately 50% of the
well being drilled out of the productive section of the E bench.
Considering the mechanical issues encountered, the Company is
encouraged by the early results and the initial rate achieved by PQ
#24.
In connection with the completion operations on this three-well
pad, the Company varied proppant concentrations to provide
comparative data to evaluate the relationship between frack size
and resource recoveries. While it is early in the life of the
wells, the Company believes that larger fracks should enhance
already strong returns. PQ #25 utilized the largest volume of
proppant per lateral foot of any of the Company's Cotton Valley
wells and also has the highest initial production rate.
The Company is also evaluating the results of the micro-seismic
work that was performed in connection with the completion of this
three well pad to quantify frack heights and propagation associated
with the varied proppant concentrations utilized. By monitoring
longer term flow rates, decline profiles and recoveries and
assessing the various geophysical and completion data obtained in
connection with this pad, the Company plans to optimize its
completion design in the next generation of Cotton Valley wells.
The Company has now drilled and completed five gross wells in
connection with its 2017 Cotton Valley drilling program and is on
track to drill and complete four additional gross wells during 2017
with three gross wells expected to be in progress at year-end. The
Company has reached total depth on a two well pad, PQ #26 and #27
(average WI: 76%), to test the E-berry bench in the northern area
of its Cotton Valley joint venture acreage and expects to begin
completion operations in approximately three weeks. The two wells
on this pad have an average lateral length of approximately 6,600
feet. Drilling operations are commencing on PQ #28 (WI: 75%),
which is planned as a 4,700 foot lateral to develop the E-4 bench.
The E-4 bench has delivered three of the Company's top five Cotton
Valley wells in terms of reserve recovery per lateral foot.
As a result of better than expected production from existing wells,
as well as performance from the latest three well pad, the Company
is increasing its previously issued production guidance for the
second and third quarters of 2017 as follows (in MMcfe/d):
Previous Guidance Range Revised Guidance Range
----------------------- ----------------------
Second Quarter 2017 62-65 68-69
Third Quarter 2017 80-84 85-90
Management's Comment
"One of our stated goals for 2017 was to double daily production
from approximately 50 MMcfe in December 2016 to approximately 100
MMcfe by the end of 2017," said Charles T. Goodson, chairman, chief
executive officer and president. "With the operational success,
continuous improvement and production growth we have had to date,
we are making great progress toward this goal, which should
ultimately benefit our relative leverage. While we executed
transactions in 2015 and 2016 that reduced debt and extended
maturities, our leverage metrics remained elevated at year-end
2016. By year end 2017, we expect material improvement in these
metrics through organic production growth. Our Cotton Valley asset
will be the primary driver for our growing production profile and
improving debt statistics. This asset is not a shale but a
productive tight sand stone that shares the repeatability attribute
of a traditional resource play but has significantly better
permeability and porosity than a shale. Our geographically focused
asset base continues to benefit from its close proximity to the
Gulf Coast petrochemical corridor where billions of dollars of
upstream investments are being made to upgrade and expand
facilities utilizing readily available regional production.
Additionally, the buildout of LNG export facilities is continuing
and should allow a portion of excess US natural gas production to
seek international pricing, which is currently higher than what is
being received domestically."
About PetroQuest
PetroQuest Energy, Inc., is an independent energy company engaged
in the exploration, development, acquisition and production of oil
and natural gas reserves in East Texas, Oklahoma, South Louisiana
and the shallow waters of the Gulf of Mexico. PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.
Petroquest reported a net loss available to common stockholders of
$96.24 million on $66.66 million of oil and gas revenues for the
year ended Dec. 31, 2016, compared to a net loss available to
common stockholders of $299.92 million on $115.96 million of oil
and gas revenues for the year ended Dec. 31, 2015. As of March 31,
2017, Petroquest had $150.25 million in total assets, $402.61
million in total liabilities and a total stockholders' deficit of
$252.36 million.
* * *
The TCR reported on June 28, 2017, that Moody's Investors Service
has withdrawn all assigned ratings for PetroQuest Energy, Inc.,
including the Caa3 Corporate Family Rating, following the
elimination of all of its rated debt.
As reported by the TCR on Oct. 26, 2016, S&P Global Ratings raised
the corporate credit rating on Lafayette, La.-based E&P company
PetroQuest Energy Inc. to 'CCC' from 'SD'. The outlook is
negative. "The upgrade reflects our reassessment of the company's
corporate credit rating following the exchange of the majority of
its outstanding 10% senior unsecured notes due September 2017 at
par," said S&P Global Ratings credit analyst Daniel Krauss. The
negative outlook reflects the company's current debt leverage
levels, which S&P views to be unsustainable, as well as its less
than adequate liquidity position.
PHILADELPHIA HEALTH: Meridian Bid to Open Aug. 11 Auction of Assets
-------------------------------------------------------------------
Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized North Philadelphia
Health System's proposed Bidding Procedures and its Asset Purchase
Agreement dated as of June 27, 2017, with MBH of Pennsylvania, LLC
and MBH II of Pennsylvania, LLC, in connection with the sale of
substantially all of assets used in the operation of Girard Medical
Center for $10,000,000, plus assumption of the Assumed Liabilities,
plus or minus the closing date adjustments, subject to overbid.
MBH is approved as the "stalking horse" bidder for the Meridian
Acquired Assets. If the Debtor sells all or substantially all of
the Meridian Acquired Assets in a transaction or series of
transactions with one or more persons other than Meridian in
accordance with the Order, upon consummation of such
transaction(s), from the proceeds of such sale(s), the Debtor will
pay to Meridian (to be allocated between them as they will
determine) (a) its reasonably documented actual out-of-pocket fees
and expenses (including legal, accounting and other fees and
expenses), up to $250,000, 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 (b) 1.5% of the sale price(s).
In the event Meridian exercises its rights to terminate the
Meridian APA pursuant to Section 8.4 (a)(x), Meridian will forfeit
its right to the Topping Fee but will remain entitled to the
Expense Reimbursement. In the event the Successful Bid is for Lot
3, the Topping Fee due to Meridian will be equal to the amount of
such Successful Bid times 0.85 times 1.5%.
The Bid Protections will be treated as an administrative claim in
the Bankruptcy Case and as a direct cost of such sale(s). No liens
or other Interests will attach to the amounts owed to Meridian on
account of the Bid Protections. No further order of the Court will
be required in order to pay the Bid Protections to Meridian,
provided, however, if as of the date of consummation of any
transaction from which Meridian is entitled to payment of all or
any part of the Bid Protections the Debtor and Meridian are unable
to agree on the amount of all or any portion of such Bid
Protections, the undisputed amount will be paid to Meridian and the
disputed amount will be escrowed pursuant to an agreement
acceptable to Meridian and the Debtor, each in the exercise of
reasonable discretion.
The salient terms of the Bidding Procedures are:
a. Assets to Be Sold: The Offered Assets are being offered in
three lots as follows: 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. 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. 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.
b. Bid Deadline: Aug. 8, 2017 at 5:00 p.m. (PET)
c. Purchase Price: Equal to or greater than: (i) if the bid is
for Lot 1, $8,500,000; (ii) if the bid is for Lot 2 or the Lot 2
Assets, $0; and (iii) if the bid is for Lot 3, $10,250,000.
d. Projected Closing Date: Oct. 31, 2017
e. 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
f. No Competing Qualified Bids: If no Qualified Bids for Lot 1
or Lot 3 are submitted by the Bid Deadline, the Debtor will cancel
the Auction as it relates to the Meridian Acquired Assets and
Meridian will be deemed to be the Successful Bidder for the
Meridian Acquired Assets. If no Qualified Bids for Lot 2 or Lot 3
are submitted by the Bid Deadline, the Debtor will cancel the
Auction as to the Lower Parking Lot. In the event only one
Qualified Bid is received by the Bid Deadline for Lot 2 and no
Qualified Bids are received by the Bid Deadline for Lot 3, the
Debtor will cancel the Auction as it relates to Lot 2 and the
bidder who submitted the Qualified Bid for Lot 2 will be deemed to
be the Successful Bidder for Lot 2.
g. 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, 3500B, Philadelphia, Pennsylvania.
h. Qualified Bidders may then submit successive bids by Lot,
with the value to the Debtor, as determined by the Debtor in its
reasonable business judgment after consultation with the Creditors'
Committee of at least the applicable Starting Bid plus $100,000 and
then continue in minimum increments of at least $100,000 higher
than the value to the Debtor of the previous bid; provided, that
the Debtor will retain the right to modify the bid increment
requirements (other than the initial bid increment of $100,000) at
the Auction after consultation with the Creditors' Committee.
i. 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, $250,000 plus (i)
if the other Qualified Bid is for Lot 1, 1.5% of the amount of any
such other Qualified Bid(s); and (ii) if the other Qualified Bid is
for Lot 3, 1.5% of the amount of such other Qualified Bid times .85
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.
j. 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.
k. Sale Hearing: Aug. 15, 2017 at 11:00 a.m. (PET)
l. Objection Deadline: Aug. 14, 2017 at 4:00 p.m. (PET)
Any objections to the assumption and/or assignment of any Executory
Contracts and Unexpired Leases identified on an Assumption and
Assignment Notice must be filed no later than Aug. 7, 2017 at 4:00
p.m. (PET).
Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014 or otherwise, the terms and conditions of
the Order will be immediately effective and enforceable.
A copy of the Bidding Procedures and Notices attached to the Order
is available for free at:
http://bankrupt.com/misc/North_Philadelphia_447_Order.pdf
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: U.S. Trustee Forms 6-Member Committee
-----------------------------------------------------
The U.S. Trustee for Region 9 on July 14 appointed six creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 case of Plasco Tooling & Engineering Corp.
The committee members are:
(1) Carl Spaeth
Alro Steel Corp.
P.O. Box 927
Jackson, Michigan 49201
Phone: 517-788-3282
Fax: 517-788-3392
Email: CSpaeth@alro.com
(2) Michael Oakley
Oakley Industries
35224 Automation Dr.
Clinton Twp. , Michigan 48035
Phone: 586-792-1261 x229
Fax: 586-792-1332
Email: Moakley@oakley-ind.com
(3) Randal D. Bellestri
Louca Mold & Aerospace Machining, Inc.
3100 Gordon Dr.
Naples, Florida 34102
Phone: 313-909-2450
Fax: 248-391-8155
Email: rbellestri@ameritech.net
(4) Robert A. Goolsby
Bob's Welding & Fabricating
5375 Kilgore Rd.
Avoca, Michigan 48006
Phone: 810-334-0644
Fax: 810-324-2105
Email: Harleybob2@aol.com
(5) Michael MaGuire
Datum Tool Design Ltd.
2 Harmony Street
Ballynahinch
Co. Down, IRE BT24 8 AW
Phone: +44(0)2897561015
Email: Michael@datum-design.com
(6) Judith Apel
Apelott Industrial Sales
1211 Rankin
Troy, Michigan 48083
Phone: 248-588-1811
Fax: 248-588-4232
Email: apelott@ameritech.net
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 Plasco Tooling & Engineering Corp.
Headquartered in Romeo, Michigan, 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.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mich. Case No. 17-49638) on June 29, 2017, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by John Zuccarini, president.
Judge Mark A. Randon presides over the case.
Ryan D. Heilman, Esq., at Wernette Heilman PLLC serves as the
Debtor's bankruptcy counsel.
QUEST SOLUTION: Tom Miller Quits from Board of Directors
--------------------------------------------------------
Tom Miller resigned from the Board of Directors of Quest Solution,
Inc. and from his role as Chairman of the Board on July 7, 2017.
Shai Lustgarten was appointed as the new Chairman of the Board.
Quest Solution and Mr. Miller entered into a resignation agreement
providing for the terms of Mr. Miller's resignation. The
Resignation Agreement provides for mutual releases and certain
indemnification of Mr. Miller concerning his outstanding letter of
credit. It is expected that Mr. Miller will also transition into a
role as an advisor to the Company subject to a final agreement
being reached between Mr. Miller and the Company, but until that an
agreement is reached, Mr. Miller will not have any role with the
Company.
About Quest Solution
Quest Solution, formerly known as Amerigo Energy, Inc., is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution incurred a net loss attributable to stockholders of
$14.21 million for the year ended Dec. 31, 2016, following a net
loss of $1.71 million for the year ended Dec. 31, 2015. The
Company's balance sheet as of March 31, 2017, showed $27.78 million
in total assets, $42.95 million in total liabilities and a total
stockholders' deficit of $15.16 million.
RBSM, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company has a working capital deficiency and
significant subordinated debt resulting from acquisitions. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
RAVENSTAR INVESTMENTS: Sale of Reno Property for $325K Approved
---------------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorize Ravenstar Investments, LLC's sale of
real property located at 4832 Meadow Springs, Reno, Nevada to LPR,
LLC, for $325,000.
A hearing on the Motion was held on July 11, 2017 at 2:00 p.m. No
qualifying or competing bids were submitted.
The sale is "as is", without warranties or representations, and
free and clear of all claims, liens and encumbrances. The sale
approved by the Order will be expressly free and clear of any
interest whatsoever claimed pursuant to that certain deed of trust
recorded against the Meadow Springs Property by Bank of America,
N.A. on April 25, 2006.
The $325,000 in sales proceeds will be disbursed directly from
escrow as follows: (i) $3,500 to Western Title Co. for estimated
sellers costs of sale; (ii) $6,500 to Buyer's Agent (at 2%); (iii)
$25,000 to Darby Law Practice, Ltd., to be held as retainer and
applied to fees and costs; and all fees subject to Court approval
and disgorgement Ravenstar Investments, LLC; (iv) $210,000 to the
Debtor, to be held pending further Court order/resolution of
objection to Citibank claim; and (v) $80,000 to the Debtor for
operations and expenses, including US Trustee's Fees and taxes.
As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the
Order will be effective and enforceable immediately upon entry.
Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds
that there is no just reason for delay in the implementation of the
Order and expressly directs entry of judgment as set forth.
About Ravenstar Investments
Ravenstar Investments, LLC, owns fee simple interests in eight
properties located in Sun Valley and Reno, Nevada. The Company
posted gross revenue from rental income of $38,960 for 2016 and
gross revenue from rental income of $45,210 for 2015.
Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev.
Case No. 17-50751) on June 15, 2017. The Debtor disclosed $2.65
million in assets and $2.59 million in liabilities. The Debtor
tapped Darby Law Practice, LTD., as counsel, with the engagement
headed by Kevin A. Darby, Esq., and Tricia M. Darby, Esq.
RENNOVA HEALTH: Amends Remaining Debentures Held by Sabby Funds
---------------------------------------------------------------
On March 21, 2017, Rennova Health, Inc., closed offerings of an
aggregate of $16,010,260 principal amount of Senior Secured
Original Issue Discount Convertible Debentures due March 21, 2019,
and warrants. The Debentures provide that holders are prohibited
from converting those Debentures into common stock if, as a result
of such conversion, the holder, together with its affiliates, would
own more than 4.99% of the total number of shares of common stock
then issued and outstanding. However, any holder may increase or
decrease such percentage to any other percentage not in excess of
9.99%, provided that an increase in that percentage will not be
effective until 61 days after notice to the Company.
Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant
Master Fund, Ltd., two of the investors in the offerings, were
issued an aggregate of $14,554,500 principal amount of Debentures.
As of July 10, 2017, $11,597,282 aggregate principal amount of the
Debentures purchased by the Sabby funds remained outstanding.
On July 10, 2017, the Company and the two Sabby funds agreed to
amend the remaining Debentures held by those investors. The
amendment provides that the 4.99% limitation is amended to be
9.99%, effective immediately. Otherwise there are no changes to
the terms and conditions of the Debentures.
About Rennova Health
Based in West Palm Beach, Florida, Rennova Health, Inc.
(NASDAQ:RNVA) -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers, delivering an efficient, effective patient experience
and superior clinical outcomes.
Rennova Health reported a net loss attributable to common
stockholders of $32.61 million on $5.24 million of net revenues for
the year ended Dec. 31, 2016, compared with a net loss attributable
to common stockholders of $37.58 million on $18.39 million of net
revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, Rennova Health had $8.31 million in total
assets, $73.64 million in total liabilities and a total
stockholders' deficit of $65.33 million.
Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies. Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
RENNOVA HEALTH: Will Spin Off Advanced Molecular Services Group
---------------------------------------------------------------
Rennova Health, Inc., plans to spin off its Advanced Molecular
Services Group as an independent publicly traded company by way of
a tax-free distribution to Rennova stockholders. Completion of the
spinoff is expected to occur at the end of September 2017 and is
subject to numerous conditions, including effectiveness of a
Registration Statement on Form 10 to be filed with the Securities
and Exchange Commission, and consents, including under various
funding agreements previously entered into by Rennova. A record
date to determine those stockholders entitled to receive shares in
the spin off should be approximately 30 to 60 days prior to the
date of the spinoff.
The strategic goal of the spinoff is to create two public
companies, each of which can focus on its own strengths and
operational plans. In addition, after the spinoff, each company
will provide a distinct and targeted investment opportunity.
"We believe this spinoff will create value for Rennova stockholders
while allowing AMSG to develop and mature with its own capable
management team," said Seamus Lagan, chief executive officer of
Rennova. "AMSG's industry-changing platform will soon be available
directly to providers and patients, and is consistent with the
combination of science and technology that we believe will create
improved healthcare in the future."
Rennova's Board has also approved the spinoff of its Health
Technology Solutions business to its stockholders in a similar
transaction.
About AMS Group
During the past several years, Rennova has invested more than $6
million to develop key technology components in medicine and health
IT that form expert systems, proprietary clinical data, patented
molecular testing and machine learning/AI, which are being combined
into AMSG. The Company's machine learning breakthrough uses
computer algorithms to propose new treatment applications for
specific combinations of genes, thereby helping research scientists
understand individual differences in patients.
AMSG will bring advanced machine learning in precision medicine to
patients, physicians and care teams. With years of clinical data
and development, the Company is releasing some of the most advanced
systems to support molecular-based care. Physicians and patients
are looking for answers, and many answers can be found in an
individual's genes. AMSG brings together its testing capabilities
and treatment options to support patient care.
AMSG's expert systems have many applications. In particular there
is a need for affordable gene-based support for mental and
behavioral health. One in four people suffer from a psychiatric
condition, with 43 million Americans currently undergoing
treatment. For individuals and families being treated for
psychiatric conditions, the key is to test for key genes at an
affordable price to determine the right drug or drug combinations.
With this in mind, AMSG will be opening its mobile store to bring
the most affordable gene-based testing directly to consumers.
Having an affordable gene-based testing store is key to
transforming healthcare. For patients, mobile access is also key.
AMSG's mobile development will bring access to millions who have
not been able to get this kind of testing. AMSG believes it is
leading the way in testing innovations.
Its experienced team continues to focus on transforming and
applying advanced molecular technologies. With his background in
Pharmaceuticals, Health IT and venture investing, Dr. Scott
Jenkins, as CEO of AMSG, continues to attract top talent to build
the team. Dr. Chris Yoo, as part of the Certainty Health
partnership, is driving innovation in AMSG's data model development
and e-commerce platform. Dr. Thomas Mendolia continues to expand
government and health systems outreach, demonstrating positive
medical impact on their populations. Finally, Dr. Gualberto Ruano
is leading the development of the application of the company's
machine learning system for mental and behavioral health.
About Rennova Health
Based in West Palm Beach, Florida, Rennova Health, Inc.
(NASDAQ:RNVA) -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers, delivering an efficient, effective patient experience
and superior clinical outcomes.
Rennova Health reported a net loss attributable to common
stockholders of $32.61 million on $5.24 million of net revenues for
the year ended Dec. 31, 2016, compared with a net loss attributable
to common stockholders of $37.58 million on $18.39 million of net
revenues for the year ended Dec. 31, 2015. As of March 31, 2017,
Rennova Health had $8.31 million in total assets, $73.64 million in
total liabilities and a total stockholders' deficit of $65.33
million.
Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies. Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
RETAIL DESIGNS: UST Wants Case Dismissed or Converted
-----------------------------------------------------
Guy G. Gebhardt, the Acting United States Trustee for Region 21,
asks the U.S. Bankruptcy Court for the Middle District of Florida,
in Fort Myers, to dismiss the Chapter 11 cases of Retail Designs,
LLC, Center Designs, LLC, Covington Place Associates, LLC, and
Interstate Properties, LLC.
In the alternative, the Acting U.S. Trustee asks the Court to
convert the Chapter 11 cases.
This is the U.S. Trustee's renewed Motion to Dismiss or Convert.
The Debtors have variously failed to comply with United States
Trustee Guidelines, pay quarterly fees, and file schedules and
statement of financial affairs, Mr. Gebhardt says.
The U.S. Trustee relates that the Debtors historically have
utilized the services of Plaza Management, LLC. As a result of
that relationship, intercompany receivables and payables have
likely arisen. The U.S. Trustee has requested an analysis of the
intercompany receivables and payables, which has not yet been
provided.
The U.S. Trustee contends that the failure to provide this
information is a basis for dismissal or conversion under 11 U.S.C.
Sec. 1112(b)(4)(H). The providing of this analysis may also lead
to further amendments of the filed schedules.
The U.S. Trustee notes that the Debtors have sought multiple
extensions throughout this case. On June 28, 2017, the Court orally
ruled that Interstate had until July 12 to file its schedules and
statement of financial affairs. To date, those schedules have not
been filed.
The U.S. Trustee also notes that Retail and Center have failed to
remit the quarterly fee for the first quarter of 2017.
Guy G. Gebhardt, the Acting U.S. Trustee, is represented by:
Benjamin E. Lambers
Trial Attorney
501 E. Polk Street, Suite 1200
Tampa, FL 33602
Tel: (813)228-2000
Fax: (813)228-2303
E-mail: Ben.E.Lambers@usdoj.gov
About Retail Designs,
Center Designs
Retail Designs, LLC, operates the Super 8 Motel located at 9020
Fayette Landings Shopping Center, in Oak Hill, West Virginia.
Retail Designs filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 17-02044) on March 13, 2017. At the time of filing,
the Debtor had estimated both assets and liabilities to be less
than $50,000.
Center Designs, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 17-02045) on March 13, 2017. At the time of filing, the
Debtor had both assets and liabilities estimated to be less than
$50,000.
Covington Place Associates, LLC, dba Covington Place Shopping
Center, in Bonita Springs, Florida, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 17-02859) on April 3, 2017.
The Debtor says it is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)) with its principal assets located at 4060
Covington Highway Decatur, GA 30032. It estimated $1 million to
$10 million in both assets and liabilities in its Chapter 11
petition.
Interstate Properties, LLC, which owns a real property located in
Houston County, Dothan, AL 36303, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 17-04172) on May 14, 2017. It
estimated $1 million to $10 million in assets and $50 million to
$100 million in liabilities.
The cases are jointly administered under Case No.
9:17-bk-02044-FMD.
The petitions were signed by William A. Abruzzino, managing member.
The Debtors are represented by Michael R. Dal Lago, Esq. at Dal
Lago Law.
ROLAW OF SHELTER: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Rolaw of Shelter Island Inc. as
of July 14, according to a court docket.
About Rolaw of Shelter Island Inc.
Rolaw of Shelter Island Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 17-73626) on June 13, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Michael J. Macco, Esq., at Macco & Stern,
LLP.
SEARS CANADA: Granted Extension of Stay Period to Oct. 4, 2017
--------------------------------------------------------------
Sears Canada Inc. and certain of its subsidiaries have obtained
orders from the Ontario Superior Court of Justice (Commercial List)
extending the stay period provided by the Initial Order to Oct. 4,
2017, under the Companies' Creditors Arrangement Act.
The Canadian Court also authorized the launching of a Sale and
Investment Solicitation Process to seek out proposals for the
acquisition of, or investment in, the Sears Canada Group's business
or assets. The SISP deadline for binding offers from parties
interested in pursuing a transaction is Aug. 31, 2017.
Agreement Reached to Maintain Certain Payments
and Post-Retirement Benefits
The Company reached an agreement with a variety of stakeholders and
their counsel to maintain special payments to the defined benefit
component of the Sears Registered Retirement Plan, payments in
support of post-retirement health and dental benefits, and
post-retirement life insurance premiums until Sept. 30, 2017. At
that time, the Company expects to have further clarity regarding
the potential outcome of its restructuring efforts under the CCAA.
DIP Financing Approved on a Final Basis
The Company previously announced that it had obtained
debtor-in-possession financing in the aggregate principal amount of
$450 million, which is expected to provide the Sears Canada Group
with sufficient liquidity to maintain business operations
throughout the CCAA proceedings. The DIP Financing was approved by
the Court on a final basis.
The Company has also filed motion materials regarding the
commencement of a Liquidation Process at the Sears Canada locations
that are closing and expects to seek an order regarding the
Liquidation Process on July 18, 2017.
Additional Information
The Sears Canada Group was granted an Initial Order and protection
under the CCAA on June 22, 2017. Copies of the Company's motion
materials are available on the Monitor's website at
http://cfcanada.fticonsulting.com/searscanada. Information
regarding the CCAA process may also be obtained by calling the
Monitor's hotline at 416-649-8113 or 1-855-649-8113 (toll free), or
by email at searscanada@fticonsulting.com. Sears Canada will
continue to provide updates regarding its restructuring as
developments warrant.
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$1.107
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.
SELECT PORTFOLIO: Names Bryan Mickler as Attorney
-------------------------------------------------
Select Portfolio LLC seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Bryan K. Mickler
as attorney.
The Debtor requires Mr. Mickler to render professional services
which include general representation of the Debtor in the
proceeding and the performance of all legal services for the
applicant which may be necessary herein.
Mr. Mickler will be paid an hourly rate ranging from $225-$300.
Mr. Mickler will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bryan K. Mickler 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 their estate.
Mr. Mickler can be reached at:
Bryan K. Mickler, Esq.
LAW OFFICES OF MICKLER & MICKLER, LLP
5452 Arlington Expressway
Jacksonville, FL 32211
Tel: (904) 725-0822
Fax: (904) 725-0855
Email: bkmickler@planlaw.com
About Select Portfolio LLC
Select Portfolio, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 17-02316) on June 23, 2017. The Debtor
is represented by Bryan K. Mickler, Esq.
SHORB DCE: Taps Nationwide Commercial as Broker
-----------------------------------------------
Shorb DCE, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire a real estate broker.
The Debtor proposes to hire Nationwide Commercial Realtors in
connection with the sale of its real property located at 910-912
West Shorb Street, Alhambra, California.
The firm will get 4% of the sales price for the property at closing
of the sale.
George Tisen, a real estate broker employed with NCR, disclosed in
a court filing that he and his firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
George Tisen
Nationwide Commercial Realtors
5825 Lincoln Avenue, #D607
Buena Park, CA 90620
About Shorb DCE
Shorb DCE, LLC, owns an 11-unit apartment building located at at
910-912 W. Shorb Street, Alhambra, California 91803 with a
valuation of $2.6 million. Shorb DCE, LLC, is California Limited
Liability Company owned by David Kwok and Curt Wang.
Shorb DCE, LLC, is an affiliate of Las Tunas DCE, LLC, which sought
bankruptcy protection on April 6, 2017 (Bankr. C.D. Cal. Case No.
17-14239).
Shorb DCE filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
17-14240) on April 6, 2017. David Kwok, co-manager, signed the
petition. At the time of filing, the Debtor disclosed $2.6 million
in assets and $1.22 million in liabilities. The case is assigned
to Judge Julia W. Brand. The Debtor is represented by Kevin Tang,
Esq., at Tang & Associates.
SONSVEST LLC: Unsecureds to Be Paid From Sale Proceeds, Refinance
-----------------------------------------------------------------
Sonsvest, LLC, filed with the U.S. Bankruptcy Court for the
District of South Carolina a disclosure statement dated July 5,
2017, referring to the Debtor's plan of reorganization.
Class 8 General Unsecured Creditors are impaired by the Plan. This
class consists of any yet unknown creditors that may file a proof
of claim prior to the claims bar date will be Aug. 7, 2017, for all
creditors except governmental units and will be Oct. 2, 2017, for a
governmental unit as the dates were set forth in the Court's notice
of the Chapter 11 bankruptcy case, meeting of creditors, and
deadlines issued on the Petition Date in this case. The Debtor
does not believe that any creditors exist in Class 8. In the event
that unknown claims become allowed claims, the claims will be paid
from proceeds of any sale or refinance.
The Debtor believes and asserts that it has the ability to repay
all creditors in full. The Debtor's Plan calls for stabilization
of the occupancy of the real property that consists of four
separate addresses, two of which have completed commercial
warehouse/office buildings contracted and a billboard, or the
orderly liquidation of the Debtor's assets over the course of the
Plan term. The Debtor believes that it can demonstrate the ability
to pay the debts called for in Classes 1-8 of the Plan, therefore
the Debtor asserts that the Plan is not likely to be followed by
liquidation or the need for further reorganization of the Debtor.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/scb17-01698-31.pdf
About Sonsvest Holdings, LLC
Sonsvest Holdings, LLC, is a single member limited liability
company formed in 2006 in South Carolina by Fred McCutcheon. The
Debtor manages and leases real property that consists of four
separate addresses, two of which have completed commercial
warehouse/office buildings contracted and a billboard. The Debtor
is managed by Fred McCutcheon, its sole member.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. S.C.
Case No. 17-01698) on April 4, 2017. The Hon. David R. Duncan
presides over the case. McCarthy, Reynolds & Penn, LLC, represents
the Debtor as counsel.
The Debtor disclosed total assets of $1.85 million and total
liabilities of $1.42 million. The petition was singed by Fred J.
McCutcheon, Sr., owner.
SOUTH BARRINGTON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: South Barrington Office Center, LLC
Chicago
2500 W. Higgins Road No. 400
Hoffman Estates, IL 60169
Business Description: The Debtor listed its business as a
single asset real estate (as defined
in 11 U.S.C. Section 101(51)), whose
principal assets are located at
33 W. Higgins Road, South Barrington,
Illinois, 60010.
Chapter 11 Petition Date: July 13, 2017
Case No.: 17-20845
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Donald R Cassling
Debtor's Counsel: Nikola Duric, Esq.
DURIC LAW OFFICES
810 Busse Highway
Park Ridge, IL 60068
Tel: (847) 656-5410
E-mail: duriclaw@att.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by George A. Moser, manager.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb17-20845.pdf
SPI ENERGY: Nasdaq Sets Delisting Hearing for Aug. 10
-----------------------------------------------------
SPI Energy Co., Ltd., announced that on July 7, 2017, it received a
hearings letter from The Nasdaq Stock Market LLC.
As previously reported, on June 30, 2017, the Company was notified
by the Nasdaq Listing Qualification Staff that the Company's
securities were subject to delisting as a result of the Company's
noncompliance with Nasdaq Listing Rule 5250(c). On July 7, 2017,
the Company timely submitted a request for a hearing before the
Nasdaq Listing Qualifications Panel and a stay of the delisting.
Nasdaq has confirmed that a hearing has been set for Aug. 10, 2017,
at which hearing the Company will demonstrate its ability to regain
compliance with the particular deficiencies cited by the Staff as
well as its ability to sustain long-term compliance with all
applicable maintenance criteria. In addition, the delisting action
referenced in the Nasdaq Staff's determination letter has been
stayed for 15 calendar days, or until July 22, 2017. Upon
expiration of the stay period, the Company's securities will be
suspended from trading unless the Panel grants an extension of the
stay pending the hearing. The Company will be notified of the
Panel's determination before the expiration of the 15-day stay
period.
About SPI Energy Co.
SPI Energy Co., Ltd. is a global clean energy market place for
business, residential, government and utility customers and
investors. SPI Energy focuses on the downstream PV market
including the development, financing, installation, operation and
sale of utility-scale, residential/commercial solar power and
storage projects, and clean energy solution provider in China,
Japan, Europe and North America. The Company operates an
innovative online energy e-commerce and investment platform,
http://www.solarbao.com/, which enables individual and
institutional
investors to purchase innovative PV-based investment and other
products; as well as http://www.solartao.com/, a B2B e-commerce
platform
offering a range of PV products for both upstream and downstream
suppliers and customers. The Company has its operating
headquarters in Hong Kong and maintains global operations in Asia,
Europe, North America and Australia.
SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net
loss of $5.19 million on $91.6 million of net sales for the year
ended Dec. 31, 2014.
As of June 30, 2016, SPI Energy had $549.4 million in total assets,
$414.96 million in total liabilities and $134.4 million in total
stockholders' equity.
KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and
its subsidiaries have suffered significant losses from operations
and have a negative working capital as of Dec. 31, 2015. In
addition, the Group has substantial amounts of debts that will
become due for repayment in 2016. The auditors said these
factors raise substantial doubt about the Group's ability to
continue as a going concern.
SRAMPICKAL DEVELOPERS: Hires Smith Kane Holman as Special Counsel
-----------------------------------------------------------------
Srampickal Developers, LLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Smith Kane Holman, LLC as special litigation counsel.
On March 8, 2017, Asian Bank filed a motion for relief from
automatic stay under 11 U.S.C. Sec. 362(d) to enforce its alleged
rights and remedies against the Debtor's non-residential real
property located at 2375 Welsh Road, Philadelphia, PA.
The Motion for Relief was initially resolved by a Stipulation in
Settlement of Motion for Relief from Automatic Stay by Asian Bank
and filed with the Bankruptcy Court on March 23, 2017.
The Bankruptcy Court entered an Order Approving Stipulation on
April 5, 2017.
On May 12, 2017, Asian Bank filed a Certification of Default due to
the Debtor's failure to timely provide/deliver a commitment for
financial and requested the entry an order for relief to proceed
with the Bank's state court remedies.
On June 9, 2017, the Bankruptcy Court entered an Order granting
relief from stay to Asian Bank and Asian Bank has listed the
Property for Philadelphia Sheriff's Sale scheduled July 11.
The Debtor requires Smith Kane Holman to:
a. negotiate a consensual forbearance of the Order for Relief
from stay and/or reimpose the automatic stay as to Asian Bank;
b. reset deadlines established in the Stipulation on terms
acceptable to Asian Bank and the Debtor; and
c. if required, defend against the Asian Bank's Motion for
Relief before the court.
Smith Kane Holman lawyers who will work on the Debtor's case and
their hourly rates are:
David B. Smith, Esq. $400
Robert M. Greenbaum, Esq. $375
As required, other Smith Kane Holman attorneys and/or paralegals
may provide additional services, as needed. Their current hourly
rate:
Partners $325-$400
Associates $225-$300
Paralegals $75-$100
The Debtor has paid Smith Kane Holman a retainer in the amount of
$7,500.
Smith Kane Holman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David B. Smith, Esq., attorney with the firm of Smith Kane Holman,
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.
Smith Kane Holman may be reached at:
David B. Smith, Esq.
Smith Kane Holman, LLC
112 Moores Road, Suite 300
Malvern, PA 19355
Phone: (610) 407-7217
Fax: (610) 407-7218
About Srampickal Developers
Srampickal Developers, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-10781) on February
3, 2017. The petition was signed by Elizabeth Thomas, member. The
case is assigned to Judge Magdeline D. Coleman.
At the time of the filing, the Debtor disclosed $2.02 million in
assets and $865,200 in liabilities.
The Debtor hired Gary Thompson, Esq., at Carosella & Associates,
P.C. as counsel.
T-REX OIL: Supreme Court Dismisses BMO Holding Lawsuit
------------------------------------------------------
The Supreme Court of the State of New York, New York County has
granted T-Rex Oil, Inc.'s motion to dismiss the lawsuit filed
against it by BMO Holding LLC, according to a Form 8K repor filed
with the Securities and Exchange Commission.
On Oct. 31, 2016, BMO Holding filed suit against the Company
alleging a breach of alleged contract resulting from certain
business negotiations with the Company revolving around the
purchase of oil and gas properties in Wyoming by an affiliated
entity of BMO Holding. The suit seeks the fulfillment of the
alleged contract and unspecified damages to be determined by jury.
The Company had filed a Motion to Dismiss due to a lack of
jurisdiction and failure to state a claim.
About T-Rex
T-Rex Oil, Inc., f/k/a Rancher Energy Corp., is an energy company,
focused on the acquisition, exploration, development and production
of oil and natural gas.
T-Rex Oil reported a net loss of $15.70 million for the year ended
March 31, 2016, compared to a net loss of $11.04 million for the
year ended March 31, 2015. As of Dec. 31, 2016, T-Rex Oil had
$3.17 million in total assets, $4.01 million in total liabilities
and a stockholders' deficit of $842,385.
B F Borgers CPA PC, in Denver, CO, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2016, noting that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
TEMPLE SHOLOM: Hires Dresner & Dresner as Special Counsel
---------------------------------------------------------
Temple Sholom seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Dresner & Dresner,
ESQS. as special real estate counsel.
Prior to the bankruptcy filing date, the Debtor entered into a
Contract of Sale, dated as of February 6, 2017, with Jivan Jyoti
Inc. ("Jivan") to sell, convey and transfer to Jivan, the Debtor's
right, title and interest in real estate located at and known by
the street address, 79-15 254th Street, Floral Park, New York 11004
for a purchase price of $835,000.
As of the bankruptcy commencement date, the Sale Contract remained
in force and effect, however, a closing on the sale of the Property
had not yet occurred. An Addendum to the Sale Contract was executed
post-petition which permits the purchaser to assign the Sale
Contract and confirms the Debtor's obligation to pay the real
estate broker commission of 4%.
The sale of the Property is the foundation of Debtor's proposed
reorganization. The proceeds of the sale will allow the Debtor to
satisfy all valid and allowed claims, and to fund the continuation
of the congregation or other viable alternative.
The Debtor deems it necessary to retain the Dresner Firm as special
counsel as it is well acquainted with the Property, the ongoing
sale process and has represented Debtor in all aspects of the sale
process to this point.
The Debtor agreed to compensate the Dresner Firm at the rate of
$350 per hour.
The Dresner Firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Byron Dresner, Esq., partner in the law firm of Dresner & Dresner,
Esqs., 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.
The Dresner Firm may be reached at:
Byron Dresner, Esq.
Dresner & Dresner , Esqs.
276 5th Avenue, Suite 903
New York, NY 10001
Tel: (212) 679-6240
About Temple Sholom
Temple Sholom sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-41950) on April 21, 2017. The
petition was signed by Paul Trolio, managing director.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
The Debtor hired Gertler Law Group, LLC as counsel.
TOWN SPORTS: Appoints Two Additional Members to Board
-----------------------------------------------------
The Board of Directors of Town Sports International Holdings, Inc.
unanimously agreed to expand the size of the Board from five
directors to seven directors, and to appoint Marcus B. Dunlop and
Mandy Lam as directors, to hold office until the 2018 Annual
Meeting of Stockholders.
Marcus B. Dunlop is an investment professional at HG Vora Capital
Management, LLC, which is the investment adviser to HG Vora Special
Opportunities Master Fund, Ltd., a 31.8% owner of the Company's
common stock. He is responsible for sourcing and analyzing
investment opportunities in credit and equity, with a focus on real
estate and consumer discretionary businesses. Prior to joining HG
Vora in July 2009, he was an analyst at Goldman Sachs Group, Inc.
in the Bank Debt Portfolio Group focusing primarily on credit
analysis for the bank loan sales and trading desk and restructuring
the debt of non-investment grade companies (June 2008 - July 2009).
Mr. Dunlop graduated from Illinois Wesleyan University summa cum
laude with a Bachelor of Arts in Economics and Business
Administration with a concentration in Finance (December 2007).
Mandy Lam is general counsel at HG Vora responsible for managing
legal and regulatory matters at the firm. Prior to joining HG Vora
in December 2014, she was managing director at Global Financial
Markets Association in the Global FX Division, where she provided
strategic regulatory advice on the OTC FX market (September 2011 -
December 2014). Prior to that, she was senior vice president and
head of regulatory affairs at CLS Bank International and a member
of its Senior Management Team and Executive Committee (July 2004 -
August 2011), and an attorney at Sullivan & Cromwell LLP advising
on financing, securities, M&A and regulatory matters (December 1999
- May 2004). Ms. Lam graduated from the University of California
at Berkeley with a Bachelors with Distinction in Economics and a
Bachelors with Distinction and High Honors in English (May 1996)
and received a Juris Doctor from New York University School of Law
(May 1999).
According to the Company, there are no arrangements or
understandings in connection with the appointment of Mr. Dunlop and
Ms. Lam to the Board, or any relationships or related party
transactions between the Company or any of its executive officers
and/or directors, and Ms. Lam and Mr. Dunlop that would require
disclosure under Item 404(a) of Regulation S-K.
About Town Sports
New York-based Town Sports International Holdings, Inc., through
its subsidiaries, operated 151 fitness clubs as of March 31, 2016,
comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12
Washington Sports Clubs (one of which is partly-owned), five
Philadelphia Sports Clubs, and three clubs located in Switzerland,
and three BFX Studio locations. In addition, the Company also has
one partly-owned club that operated under a different brand name in
Washington, D.C. as of March 31, 2016. These clubs collectively
served approximately 553,000 members as of March 31, 2016.
Town Sports posted net income of $8.04 million for the year ended
Dec. 31, 2016, compared to net income of $21.15 million for the
year ended Dec. 31, 2015.
As of March 31, 2017, Town Sports had $239.3 million in total
assets, $326.7 million in total liabilities, and a total
stockholders' deficit of $87.41 million.
* * *
As reported by the TCR on May 10, 2016, S&P Global Ratings said
that it affirmed its corporate credit rating on New York City-based
Town Sports International Holdings Inc. at 'CCC+'. The rating
outlook is negative. The 'CCC+' corporate credit rating
affirmation reflects a highly leveraged capital structure that S&P
believes is unsustainable over the long term, the ongoing risk of a
conventional default, and the risk of another type of distressed
debt restructuring in the future.
The TCR reported on May 10, 2017, that Moody's Investors Service
changed the ratings outlook for the debt of Town Sports
International Holdings, Inc. to stable from negative. At the same
time, Moody's affirmed the Company's Corporate Family Rating (CFR)
and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD',
respectively, and its Speculative Grade Liquidity Rating at SGL-3,
while also upgrading the company's senior secured credit facilities
rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade
Liquidity Rating is SGL-3. According to Moody's analyst David
Berge, "Town Sports has made progress in stabilizing the fee-based
portion of its revenue stream, which is an important early step in
the company's recovery. The ability to grow its membership base
while demonstrating the viability of its pricing strategy in the
highly-competitive fitness club sector will be key to future
improvement in the company's credit profile."
TOWN SPORTS: HG Vora Has 31.8% Equity Stake as of July 11
---------------------------------------------------------
HG Vora Capital Management, LLC and Parag Vora reported in an
amended Schedule 13D filed with the Securities and Exchange
Commission that as of July 11, 2017, they beneficially own
8,500,000 shares of common stock, par value $0.001 per share, of
Town Sports International Holdings, Inc. representing 31.8 percent
of the shares outstanding.
HG Vora in the investment manager of the HG Vora Special
Opportunities Master Fund, Ltd., with respect to the shares of
Common Stock directly owned by the Fund; and (ii) Mr. Parag Vora,
as managing member of the manager, with respect to the shares of
Common Stock directly owned by the Fund.
A full-text copy of the regulatory filing is available at:
https://is.gd/HQNOq3
About Town Sports
New York-based Town Sports International Holdings, Inc., through
its subsidiaries, operated 151 fitness clubs as of March 31, 2016,
comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12
Washington Sports Clubs (one of which is partly-owned), five
Philadelphia Sports Clubs, and three clubs located in Switzerland,
and three BFX Studio locations. In addition, the Company also has
one partly-owned club that operated under a different brand name in
Washington, D.C. as of March 31, 2016. These clubs collectively
served approximately 553,000 members as of March 31, 2016.
Town Sports posted net income of $8.04 million for the year ended
Dec. 31, 2016, compared to net income of $21.15 million for the
year ended Dec. 31, 2015. As of March 31, 2017, Town Sports had
$239.28 million in total assets, $326.69 million in total
liabilities and a total stockholders' deficit of $87.41 million.
* * *
As reported by the TCR on May 10, 2016, S&P Global Ratings said
that it affirmed its corporate credit rating on New York City-based
Town Sports International Holdings Inc. at 'CCC+'. The rating
outlook is negative. The 'CCC+' corporate credit rating
affirmation reflects a highly leveraged capital structure that S&P
believes is unsustainable over the long term, the ongoing risk of a
conventional default, and the risk of another type of distressed
debt restructuring in the future.
The TCR reported on May 10, 2017, that Moody's Investors Service
changed the ratings outlook for the debt of Town Sports
International Holdings, Inc. to stable from negative. At the same
time, Moody's affirmed the Company's Corporate Family Rating (CFR)
and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD',
respectively, and its Speculative Grade Liquidity Rating at SGL-3,
while also upgrading the company's senior secured credit facilities
rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade
Liquidity Rating is SGL-3. According to Moody's analyst David
Berge, "Town Sports has made progress in stabilizing the fee-based
portion of its revenue stream, which is an important early step in
the company's recovery. The ability to grow its membership base
while demonstrating the viability of its pricing strategy in the
highly-competitive fitness club sector will be key to future
improvement in the company's credit profile."
TROXELL COMPANY: Hires Benenati as Special Counsel
--------------------------------------------------
Troxell Company, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Northen District of Texas to employ Benenati Law
Firm, PC as special counsel for the Debtor, nunc pro tunc to June
9, 2017.
The Debtor requires Benenati to:
a. advise the Debtor in negotiating an asset sale;
b. advise the Debtor with respect to an asset purchase
agreement;
c. prepare documents necessary for an asset sale;
d. facilitate the closing of an asset sale;
e. perform all other corporate legal services for and on
behalf of the Debtor that may be necessary or appropriate in
connection with, or arising from, this Chapter 11 case or the
Debtor's business and operations; and
f. advise or represent the Debtor on all such corporate legal
matters and undertakings with respect to which the Benenati Law
Firm, P.C. may be requested to either undertake or advise the
Debtor.
Benenati will be paid at these hourly rates:
Equity Partners $505
Legal Assistants $240
In the 90 days prior to the Petition Date, the Benenati Firm, P.C.
provided legal services to the Troxells and the Debtor in the
aggregate amount of $4,988.50. In connection with such engagement
and those charges, the Troxells have personally paid to the
Benenati Law Firm, P.C. $3,007.50. The Benenati Firm, P.C. is owed
$1,981.00 as of the Petition Date. That amount will either be paid
personally by the Troxells or will be waived by the Benenati Firm,
PC.
Benenati will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Pete Benenati, Esq., of Benenati Law Firm, PC, 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.
Benenati may be reached at:
Pete Benenati, Esq.
Benenati Law Firm, P.C.
2816 Bedford Road
Bedford, TX 76021
Tel: 817-267-4529
Fax: 817-684-9000
E-mail: pbenenati@benenatilaw.com
About Troxell Company, Inc.
Troxell Company Inc. -- http://www.troxellcompany.com/-- is an
aluminum trailer manufacturer based in Texas. The Company said it
operates in a modern new facility with the latest in
state-of-the-industry machinery and tooling equipped to handle the
most demanding jobs.
Troxell Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 17-42453) on June 9, 2017. Robert Troxell, president, signed
the petition. At the time of filing, the Debtor estimated assets
and liabilities of $1 million to $10 million.
The case is assigned to Judge Mark X. Mullin.
The Debtor is represented by Matthias Kleinsasser, Esq., at Forshey
& Prostok, L.L.P.
TRUE RELIGION: Hires Prime Clerk as Administrative Advisor
----------------------------------------------------------
True Religion Apparel, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Prime Clerk
LLC, as administrative advisor to the Debtors.
True Religion 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, as may be requested from time to time by the
Debtors, the Court, or the Office of the Clerk of the
Bankruptcy Court.
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $195
COO and Executive VP No charge
Director $175-$195
Consultant/Senior Consultant $65-$170
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.
Michael J. Frishberg, co-president and chief operating officer 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:
Michael J. Frishberg
PRIME CLERK LLC
830 3rd Avenue, 9th floor
New York, NY 10022
Tel: (212) 257-5445
E-mail: mfrishberg@primeclerk.com
About True Religion Apparel, Inc.
Manhattan Beach, California-based True Religion Apparel Inc.
designs and markets denim, sportswear and accessories for men,
women and children under the "True Religion" brand. Founded by Jeff
Lubell in 2002, the Company sells its products through wholesale
and retail channels on six continents and through their websites at
http://www.truereligon.com/and http://www.last-stitch.com/ As of
July 5, 2017, the True Religion Brand Jeans retailer had 140 True
Religion and Last Stitch brick-and-mortar stores.
True Religion has been controlled by TowerBrook Capital Partners
since its take-private transaction in July 2013.
True Religion Apparel and four affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017,
after obtaining secured stakeholder support for a restructuring
that would reduce debt by over $350 million.
The Debtor had $243.3 million in assets against $534.7 million of
liabilities as of Jan. 28, 2017.
The company's legal advisors include Wachtell Lipton Rosen & Katz
and Pachulski Stang Ziehl & Jones. The company's financial advisor
is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing
agent.
The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien
Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer &
Feld LLP as counsel and Moelis & Company, LLP, as financial
advisor.
The Office of the U.S. Trustee on July 12, 2017, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of True Religion Apparel, Inc. and its
affiliates.
TWIN OAKS APARTMENTS: Case Summary & 3 Unsecured Creditors
----------------------------------------------------------
Debtor: Twin Oaks Apartments Ltd, L.P.
P.O. Box 324
Dandridge, TN 37725
Business Description: Twin Oaks 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 811 Twin Oaks Way
Dandridge, TN 37725-4709. The Company
previously sought bankruptcy protection
on Jan. 11, 2017 (Bankr. E.D. Tenn.
Case No. 17-30070) and March 6, 2017
(Bankr. E.D. Tenn. Case No. 17-30605).
Chapter 11 Petition Date: July 14, 2017
Case No.: 17-32191
Court: United States Bankruptcy Court
Eastern District of Tennessee (Knoxville)
Judge: Hon. Suzanne H. Bauknight
Debtor's Counsel: Keith L Edmiston, Esq.
EDMISTON BIRDWELL, PLLC
7031 Middlebrook Pike
Knoxville, TN 37909
Tel: (865) 248-6038
Fax: (865) 383-0354
E-mail: kedmiston@edmistoncambron.com
kedmiston@edmistonbirdwell.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alfred Landon Moyers, Jr., general
partner.
The Debtor's list of three unsecured creditors is available for
free at http://bankrupt.com/misc/tneb17-32191.pdf
WILGRO SERVICES: Hires D'Angelo & Company as Accountants
--------------------------------------------------------
Wilgro Services, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ D'Angelo &
Company, PC, as accountant, nunc pro tunc to March 1, 2017.
The Debtor requires D'Angelo to:
a. prepare on behalf of the Debtor the Form-1120S for 2016;
b. assist in the preparation of quarterly and annual financial
statements;
c. assist in the preparation of quarterly and annual financial
statements;
d. assist with the Monthly Operating Reports, as needed; and
e.provide assistance and consultation to the Debtor in this
case as and when needed.
D'Angelo will be paid at these hourly rates:
Partner $230
Manager $175
Senior $150
Junior $110
Paraprofessionals $80
D'Angelo will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John D'Angelo, CPA, sole owner and president with the D'Angelo &
Company, PC, 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.
D'Angelo may be reached at:
John D'Angelo, CPA
D'Angelo & Company, PC
969 Street Road
Southampton, PA 18966
Phone: (215) 355-7754
About Wilgro Services Inc.
Wilgro Services, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-14259) on June 20,
2017. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of $1 million to $10 million.
Judge Eric L. Frank presides over the case.
The Debtor hired Ciardi Ciardi & Astin, P.C. as counsel.
WIREPATH LLC: Moody's Assigns B2 CFR; Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned ratings to Wirepath LLC,
including a B2 Corporate Family Rating ("CFR"), a B2-PD Probability
of Default Rating, and B2 instrument ratings on the wholesale
audio-visual ("AV") -equipment supplier and distributor's new $265
million first-lien term loan and $50 million first-lien revolving
credit facilities. Proceeds from the new term loan, along with a $5
million draw under the revolver and new and rolled-over equity from
private equity sponsor Hellman & Friedman ("H&F") and existing
owners, will be used to effect H&F's purchase of SnapAV. The rating
outlook is stable.
Assignments:
Issuer: Wirepath LLC
-- Probability of Default Rating, Assigned B2-PD
-- Corporate Family Rating, Assigned B2
-- Senior secured bank credit facilities maturing 2022, 2024,
Assigned B2, LGD3, 49 %
-- Outlook, Assigned Stable
RATINGS RATIONALE
Snap's B2 CFR reflects the company's small but solidly profitable
and rapidly growing revenue base, good liquidity, and high
Moody's-adjusted opening leverage in the high-5.0 times, which
Moody's expects will moderate to below 5.0 times by year-end 2017.
The company, just over ten years old, pioneered a business model
that offers its ten thousand AV-systems-integrator customers
exclusive online access to and rapid delivery of a 2,730-SKU
portfolio of integrated, unified home electronics ecosystems.
The business model contemplates simplifying an otherwise complex
supply chain for SnapAV's IT and AV integrator customers by
replacing traditional design, manufacturing, and distribution roles
with a fully integrated platform. The more efficient B2B e-commerce
procurement and distribution infrastructure allows a degree of
"price protection" for customers, who are therefore able to realize
better margins as a result of being a member of the SnapAV network.
While the direct-to-integrator sales model is designed to eliminate
the risk of intermediation by lower-cost retail chains, Moody's
believes that the overall market for high-end home electronics is
susceptible to macroeconomic forces. At its current scale, SnapAV's
model has not been tested in a recession. SnapAV faces competition
from electronics OEMs, big-box electronics retailers, the small
number of integrators who are not part of its network, and, to a
lesser extent, installation teams from producers of control devices
(such as Amazon echo, Crestron, and Control 4). Moody's believes
that as "smart home" systems become more complex, demand for "do it
for me" integration professionals will be strong, giving SnapAV's
unique model a competitive advantage.
Although Moody's expects SnapAV to continue to realize
low-double-digit-percentage annual growth in revenues, the
company's scale will still be modest. Moody's also expects the
company to continue to achieve EBITDA margins in the low-20% range,
strong for an electronics distributor, and reflective, perhaps, of
advantages afforded by SnapAV's unique model. Strong profits are
offset by minimal capital expenditures (about 0.5% of revenues),
and going forward SnapAV should realize interest coverage measures
of better than 3.0 times, good for the B2 ratings category. The
potential for debt financed acquisitions of complementary product
lines and dividend distributions to the private equity owners
constrains the ratings.
Moody's views SnapAV's liquidity as good, by virtue of an undrawn
$50 million revolver (the initial $5 million draw, intended for
working capital needs, is expected to be paid down shortly after
closing), modest working capital needs, and free cash flows
averaging $25 to $30 million in 2018 and 2019, or about 10% of
debt, strong for the rating. Given required term loan amortization
of only 1% per annum, Moody's expects SnapAV's cash balance to
build quickly, to about $40 million by year-end 2018, or double the
year-end 2017 expected balance. Moody's expects the company to have
meaningful cushion within the credit agreement's single financial
covenant: a static 8.15 times first-lien net leverage maximum
relevant to the revolver only. The covenant is triggered if
revolver borrowings exceed 35% of the commitment, and Moody's does
not expect utilization to exceed this amount over the next twelve
to 18 months. (About 8% of 2017 covenant-calculated EBITDA consists
of a deferred revenue adjustment, which Moody's doesn't allow for
in Moody's calculation.)
The stable rating outlook reflects Moody's expectations that SnapAV
will continue to realize strong rates of revenue growth, through
wallet-share growth in its existing home AV market segment, and
through new growth channels. With margins expected to remain
stable, absolute EBITDA growth will enable debt-to-EBITDA leverage
to moderate to close to 4.5 times by year-end 2018. Moody's expects
free-cash-flow-to-debt leverage will improve steadily, from the
mid-single digit percentages in 2017 to better than 10% by 2019.
Given the aggressive financial policy implied by private equity
ownership, a ratings upgrade may be considered upon the achievement
of ongoing strong revenue gains and significant, sustained
deleveraging.
The ratings could be downgraded if SnapAV experiences lower than
expected revenue growth and margin deterioration such that
debt-to-EBITDA leverage drifts above 6.0 times on a sustained
basis, or if the company undertakes substantial debt-financed
dividend distributions.
Wirepath LLC (dba SnapAV) is a technology-enabled, value-added
wholesale supplier and distributor of products and services to
integrators in, primarily, the home and small businesses audio
visual ("AV") equipment sector. SnapAV is slated to be bought by
private equity investors Hellman & Friedman through a
debt-and-equity financed LBO announced in mid-2017.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
WORDSWORTH ACADEMY: U.S. Trustee Forms 5-Member Committee
---------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on July 14 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Wordsworth Academy and its
affiliates.
The committee members are:
(1) Bryan Ulishny
A Second Chance, Inc.
8350 Frankstown Avenue
Pittsburgh, PA 15221
Phone: (402) 526-0042
Email: bryanu@asecondchance-kinship.com
(2) Nathaniel Williams
Child First Services, Inc.
718 Arch Street, Suite 500-N
Philadelphia, PA 19106
Phone: (610) 717-5702
Email: presceo@childfirstservices.org
(3) David Wyher
Delta Community Supports
1777 Sentry Parkway West
Building 14, Suite 400
Blue Bell, PA 19422
Phone: (215) 654-1000
Email: dwyher@deltaweb.org
(4) Margaret Philips
Children's Choice, Inc.
616 East 24th Street
Chester, PA 19106
Phone: (616) 521-6270
Email: mphilips@childrenchoice.org
(5) Ronald Singer Bethanna
1030 Second Street Pike
Southampton, PA 18966
Phone: (215) 355-6500
Email: rsinger@bethanna.org
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 Wordsworth Academy
Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit
that provides education, behavioral health and child welfare
services to children and youth who have emotional, behavioral and
academic challenges. Wordsworth provides services through two
Community Umbrella Agencies. CUA 5 provides services to children
and families in the 35th and 39th Police Districts in Philadelphia,
encompassing much of North Central Philadelphia. CUA 10 provides
services to children and families in the 16th and 19th Police
Districts in Philadelphia, encompassing much of West Philadelphia.
Wordsworth Academy, along with Wordsworth CUA 5, LLC, and
Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D.
Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the
CFO, signed the petitions.
Wordsworth Academy estimated assets and debt of $10 million to $50
million.
The Hon. Ashely M. Chan is the case judge.
Dilworth Paxson LLP is serving as counsel to the Debtors, with the
engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes,
Esq., and Anne M. Aaronson, Esq. Getzler Henrich & Associates LLC
serves as financial advisor, and Donlin, Recano & Company, Inc.,
serves as claims and noticing agent.
YOGA CENTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Yoga Center, LLC
103 N 2nd St
Minneapolis, MN 55401
Business Description: The Yoga Center -- http://yogacentermpls.com
-- is a small business Debtor as defined in
11 U.S.C. Section 101(51D). The Company
provides Yoga classes offering a wide
selection of drop-in classes, specialty
class series, workshops & events, as well as
its renowned accredited 230 & 300-hour
teacher training programs, specialty teacher
trainings and continuing education for the
lifelong learner.
Chapter 11 Petition Date: July 13, 2017
Case No.: 17-42115
Court: United States Bankruptcy Court
District of Minnesota (Minneapolis)
Judge: Hon. Katherine A. Constantine
Debtor's Counsel: Michael J. Sheridan, Esq.
ATLAS LAW FIRM, LLC
7900 International Drive, Suite 300
Bloomington, MN 55425
Tel: 763-229-7538
Fax: 763-400-4530
E-mail: msheridan@atlasfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Neil Riemer, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb17-42115.pdf
YRC WORLDWIDE: Moody's Revises Outlook to Pos. & Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of truck
carrier YRC Worldwide Inc. to positive and affirmed the company's
B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default
Rating ("PDR"). Concurrently, Moody's assigned a Ba3 rating to
YRC's $600 million term loan in connection with the amendment that
the company has launched to extend the maturity date to July 2022.
The Speculative Grade Liquidity rating is SGL-3.
RATINGS RATIONALE
The positive ratings outlook reflects Moody's expectation that
YRC's earnings and cash flows will benefit from firmer freight
demand, yield improvement and cost savings initiatives. Moody's
estimates that (adjusted) operating margins will exceed 5% in 2017
and that cash flow from operations will be well in excess of $150
million. This would provide YRC much greater flexibility to invest
in technology and the company's fleet, while allowing for moderate
debt repayments over time. The outlook also favorably considers the
proposed extension of the term loan's debt maturity to 2022, which
would avoid the need to renegotiate the company's credit facilities
concurrently with the negotiations of YRC's labor agreement with
the International Brotherhood of Teamsters, which expires in March
2019. Considering YRC's ability to fund its capital expenditures
and cash obligations from internal sources, Moody's believes that
liquidity is adequate (SGL-3).
Nevertheless, operating margins are thin, susceptible to
fluctuations in freight demand and YRC has to contend with ongoing
increases in wage rates and health and benefit costs. In addition,
leverage remains high, notwithstanding Moody's expectations that
debt/EBITDA will decrease to less than 5.5 times, from 5.9 times as
of March 31, 2017. At the same time, investments in technology,
equipment and facilities are critically important to maintain YRC's
competitive position and to manage its operations more efficiently,
as capital expenditures were severely constrained under the
company's prior capital structure.
The differential between the Ba3 rating of the $600 million first
lien term loan and the B3 CFR is due to the relatively high
proportion of unsecured liabilities in YRC's total debt structure,
which includes Moody's adjustments for underfunded pension
obligations and MEPP obligations. The relatively high amount of
unsecured liabilities has a favorable effect on the ratings for
secured debt in Moody's LGD analysis, relative to the CFR.
YRC's ratings could be upgraded if the company improves operating
margins to levels that enable the company to generate sustainably
positive free cash flow, while undertaking a capital spending
program in excess of 4.0% of revenues. In addition, debt/EBITDA of
less than 5.5 times and EBIT/interest of more than 1.2 times could
also indicate a sustainable improvement in YRC's credit profile
that would merit a higher rating, provided that the company is able
to maintain adequate headroom under its financial covenants.
A rating downgrade could occur if the company is not able to
maintain (adjusted) operating margins of at least 4%. Rating
pressure could also result if Moody's expects debt/EBITDA to be in
excess of 6.5 times on a sustained basis or EBIT/interest of less
than 1.0 time for a prolonged period.
Issuer: YRC Worldwide Inc.
Assignments:
-- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2)
Affirmations:
-- Corporate Family Rating, Affirmed B3
-- Probability of Default Rating, Affirmed B3-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
Outlook Actions:
-- Outlook, Changed To Positive From Stable
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.
YRC Worldwide Inc. is a provider of over-the-road transportation
services and has one of the largest less-than-truckload ("LTL")
transportation networks in North America. The company operates
through two business segments: YRC Freight, which focuses on
longer-haul LTL shipments with a fleet comprising approximately
7,700 owned and leased tractors, and YRC Regional, which focuses on
more regional, next-day and time-sensitive services, with a fleet
of approximately 6,600 owned and leased tractors. Revenues in the
last 12 months ended March 31, 2017 were $4.7 billion.
YRC WORLDWIDE: S&P Affirms 'B-' CCR Amid New Term Loan Amendment
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company YRC
Worldwide Inc. The outlook is stable. At the same time, S&P
assigned its 'B' issue-level rating to the company's proposed
amended $600 million secured term loan B due in 2022. The '2'
recovery rating indicates its expectation for substantial recovery
(70%-90%; rounded estimate: 80%) in the event of a payment
default.
Upon close of the amendment, S&P expects to withdraw its ratings on
the company's existing $700 million term loan B due in 2019.
S&P said, "The affirmation reflects our belief that the reduction
in debt pro forma for the proposed transaction, along with
continued gradual improvement in YRC's operating performance, will
result in credit measures commensurate with the rating. We expect
credit measures to remain highly leveraged due to the company's
significant off-balance-sheet debt-like obligations, which include
about $10 billion in contingent obligations related to
multiemployer pension plans. YRC began prioritizing yield and
freight mix over tonnage growth in the second quarter of 2014,
after it extended its labor contract with the International
Brotherhood of Teamsters to 2019. The amendment would extend the
term loan maturity to 2022, which we view favorably, despite the
increased interest rate. Also, the company has delivered
profitability improvements and good cash generation in recent
years, which we expect to continue. Following previous
underinvestment, we expect YRC to continue to increase capital
expenditures (capex) to upgrade its fleet and operating technology,
which should also contribute to the company's improved operating
performance.
"The stable outlook reflects our belief that YRC will continue to
benefit from gradually improving market conditions and favorable
pricing. We believe that the company's credit measures will remain
in line with our expectations for the rating.
"We could lower our ratings on YRC in the next year if the company
faces unexpected liquidity pressures or we come to believe, based
on earnings prospects and debt burden, that its capital structure
is unsustainable long-term.
"Due to the company's highly leveraged financial risk profile,
including its substantial multiemployer pension plan contingent
liability, we view it as unlikely that we would raise the rating
over the next 12 months."
[*] Moody's: Global Speculative-Grade Default Rate Dip in Q2
------------------------------------------------------------
Moody's global trailing 12-month speculative-grade default rate
closed at 3.2% in the second quarter of 2017, down from 3.9% the
prior quarter and 4.7% a year ago, Moody's Investors Service says
in its latest global monthly default report. The US
speculative-grade default rate, meanwhile, fell to 3.8% in the
second quarter from 4.7% in the first quarter, while the European
rate edged up to 2.8% from 2.5% over the same period.
Globally, the year-to-date corporate default tally rose to 50 in
the past quarter after 28 Moody's-rated companies defaulted.
Defaults remained concentrated in the US in Q2 2017, with 18 US
companies defaulting, as compared to 8 companies in Europe.
Notably, the oil and gas and retail sectors were the biggest
contributors of the quarter's defaults, with five in each sector.
"Despite some concerns about distressed retailers, overall credit
conditions remain benign as indicated by the low unemployment rates
and high yield spreads," observed Sharon Ou, a Moody's Vice
President.
Looking ahead, Moody's expects the global speculative-grade default
rate to finish 2017 at 2.7%, before continuing its descent to reach
2.4% a year from now. In the US, Moody's expects the default rate
to close the year at 3.1%, down from 3.8% currently, while in
Europe the rate is expected to fall to 2.3% from its current 2.8%
during the same period.
Across sectors, Moody's expects the Media: Advertising, Printing &
Publishing sector to see the highest default rate in the coming 12
months, followed by retail, in both the US and Europe.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share-
Total
Total Holders'
Working
Assets Equity
Capital
Company Ticker ($MM) ($MM)
($MM)
ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1)
(33.4)
ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1)
(33.4)
ABSOLUTE SOFTWRE ABT CN 93.1 (50.1)
(33.4)
ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1)
(33.4)
ADOMANI INC ADOM US 3.2 (2.9)
(3.6)
ADOMANI INC A9T GR 3.2 (2.9)
(3.6)
ADOMANI INC ADOMEUR EU 3.2 (2.9)
(3.6)
AKCEA THERAPEUTI AKCA US 133.0 (74.9)
51.9
AMER RESTAUR-LP ICTPU US 33.5 (4.0)
(6.2)
APPIAN CORP APPN US 96.5 (11.8)
12.9
APPIAN CORP 910 GR 96.5 (11.8)
12.9
APPIAN CORP 910 QT 96.5 (11.8)
12.9
ASPEN TECHNOLOGY AZPN US 244.0 (249.5)
(280.2)
ASPEN TECHNOLOGY AST GR 244.0 (249.5)
(280.2)
ASPEN TECHNOLOGY AST TH 244.0 (249.5)
(280.2)
ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5)
(280.2)
ATHENEX INC ATNX US 100.5 (3.6)
3.9
ATHENEX INC 2MT GR 100.5 (3.6)
3.9
ATHENEX INC ATNXEUR EU 100.5 (3.6)
3.9
AUTOZONE INC AZO US 9,028.3 (1,714.2)
(286.3)
AUTOZONE INC AZ5 TH 9,028.3 (1,714.2)
(286.3)
AUTOZONE INC AZ5 GR 9,028.3 (1,714.2)
(286.3)
AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2)
(286.3)
AUTOZONE INC AZ5 QT 9,028.3 (1,714.2)
(286.3)
AVID TECHNOLOGY AVID US 250.4 (268.9)
(81.7)
AVID TECHNOLOGY AVD GR 250.4 (268.9)
(81.7)
AXIM BIOTECHNOLO AXIM US 0.8 (2.9)
(2.1)
BENEFITFOCUS INC BNFT US 172.0 (34.2)
18.2
BENEFITFOCUS INC BTF GR 172.0 (34.2)
18.2
BLUE BIRD CORP BLBD US 309.3 (82.2)
8.9
BOMBARDIER INC-B BBDBN MM 23,112.0 (3,555.0)
1,258.0
BOMBARDIER-B OLD BBDYB BB 23,112.0 (3,555.0)
1,258.0
BOMBARDIER-B W/I BBD/W CN 23,112.0 (3,555.0)
1,258.0
BONANZA CREEK EN BCEI US 1,135.2 (73.8)
(160.1)
BONANZA CREEK EN B2CN GR 1,135.2 (73.8)
(160.1)
BONANZA CREEK EN B2CN QT 1,135.2 (73.8)
(160.1)
BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8)
(160.1)
BRINKER INTL EAT US 1,403.1 (498.7)
(289.1)
BRINKER INTL BKJ GR 1,403.1 (498.7)
(289.1)
BRINKER INTL EAT2EUR EU 1,403.1 (498.7)
(289.1)
BROOKFIELD REAL BRE CN 99.6 (33.1)
1.6
BUFFALO COAL COR BUC SJ 51.5 (21.4)
(19.6)
BURLINGTON STORE BURL US 2,558.9 (40.9)
(32.6)
BURLINGTON STORE BUI GR 2,558.9 (40.9)
(32.6)
BURLINGTON STORE BURL* MM 2,558.9 (40.9)
(32.6)
CADIZ INC CDZI US 62.0 (57.7)
7.1
CADIZ INC 2ZC GR 62.0 (57.7)
7.1
CAESARS ENTERTAI CZR US 14,812.0 (1,926.0)
(3,266.0)
CAESARS ENTERTAI C08 GR 14,812.0 (1,926.0)
(3,266.0)
CAESARS ENTERTAI CZREUR EU 14,812.0 (1,926.0)
(3,266.0)
CALIFORNIA RESOU CRC US 6,237.0 (447.0)
(279.0)
CALIFORNIA RESOU 1CLB GR 6,237.0 (447.0)
(279.0)
CALIFORNIA RESOU CRCEUR EU 6,237.0 (447.0)
(279.0)
CALIFORNIA RESOU 1CL TH 6,237.0 (447.0)
(279.0)
CALIFORNIA RESOU 1CLB QT 6,237.0 (447.0)
(279.0)
CAMBIUM LEARNING ABCD US 124.3 (58.5)
(69.7)
CAMPING WORLD-A CWH US 1,811.9 (2.9)
332.2
CAMPING WORLD-A C83 GR 1,811.9 (2.9)
332.2
CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9)
332.2
CARDCONNECT CORP CCN US 168.8 (3.4)
21.3
CARDCONNECT CORP 55C GR 168.8 (3.4)
21.3
CARDCONNECT CORP CCNEUR EU 168.8 (3.4)
21.3
CASELLA WASTE WA3 GR 621.2 (23.2)
3.3
CASELLA WASTE CWST US 621.2 (23.2)
3.3
CASELLA WASTE WA3 TH 621.2 (23.2)
3.3
CASELLA WASTE CWSTEUR EU 621.2 (23.2)
3.3
CEDAR FAIR LP FUN US 1,958.3 (47.6)
(105.4)
CEDAR FAIR LP 7CF GR 1,958.3 (47.6)
(105.4)
CHESAPEAKE ENERG CHK US 11,699.0 (1,203.0)
(1,428.0)
CHESAPEAKE ENERG CS1 GR 11,699.0 (1,203.0)
(1,428.0)
CHESAPEAKE ENERG CS1 TH 11,699.0 (1,203.0)
(1,428.0)
CHESAPEAKE ENERG CHK* MM 11,699.0 (1,203.0)
(1,428.0)
CHESAPEAKE ENERG CS1 QT 11,699.0 (1,203.0)
(1,428.0)
CHESAPEAKE ENERG CHKEUR EU 11,699.0 (1,203.0)
(1,428.0)
CHOICE HOTELS CZH GR 904.1 (292.5)
68.8
CHOICE HOTELS CHH US 904.1 (292.5)
68.8
CINCINNATI BELL CBB US 1,474.0 (127.4)
9.3
CINCINNATI BELL CIB1 GR 1,474.0 (127.4)
9.3
CINCINNATI BELL CBBEUR EU 1,474.0 (127.4)
9.3
CLEAR CHANNEL-A C7C GR 5,386.4 (1,234.5)
339.9
CLEAR CHANNEL-A CCO US 5,386.4 (1,234.5)
339.9
CLIFFS NATURAL R CVA GR 1,925.7 (703.0)
503.9
CLIFFS NATURAL R CVA TH 1,925.7 (703.0)
503.9
CLIFFS NATURAL R CLF US 1,925.7 (703.0)
503.9
CLIFFS NATURAL R CLF* MM 1,925.7 (703.0)
503.9
CLIFFS NATURAL R CLF2EUR EU 1,925.7 (703.0)
503.9
COGENT COMMUNICA CCOI US 732.7 (63.6)
248.6
COGENT COMMUNICA OGM1 GR 732.7 (63.6)
248.6
COLGATE-BDR COLG34 BZ 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CL US 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CPA GR 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CL SW 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CL* MM 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CLEUR EU 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CLCHF EU 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CL EU 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CPA TH 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CPA QT 12,448.0 (5.0)
787.0
COLGATE-PALMOLIV CLUSD SW 12,448.0 (5.0)
787.0
CPI CARD GROUP I PMTS US 261.8 (101.9)
52.1
CPI CARD GROUP I PMTS CN 261.8 (101.9)
52.1
DELEK LOGISTICS DKL US 413.6 (19.0)
8.6
DELEK LOGISTICS D6L GR 413.6 (19.0)
8.6
DENNY'S CORP DE8 GR 308.2 (64.7)
(45.5)
DENNY'S CORP DENN US 308.2 (64.7)
(45.5)
DOMINO'S PIZZA EZV TH 742.5 (1,853.7)
159.2
DOMINO'S PIZZA EZV GR 742.5 (1,853.7)
159.2
DOMINO'S PIZZA DPZ US 742.5 (1,853.7)
159.2
DOMINO'S PIZZA EZV QT 742.5 (1,853.7)
159.2
DUN & BRADSTREET DB5 GR 2,279.3 (979.5)
(139.6)
DUN & BRADSTREET DB5 TH 2,279.3 (979.5)
(139.6)
DUN & BRADSTREET DNB US 2,279.3 (979.5)
(139.6)
DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5)
(139.6)
DUNKIN' BRANDS G 2DB GR 3,196.1 (119.0)
218.1
DUNKIN' BRANDS G DNKN US 3,196.1 (119.0)
218.1
DUNKIN' BRANDS G 2DB TH 3,196.1 (119.0)
218.1
DUNKIN' BRANDS G DNKNEUR EU 3,196.1 (119.0)
218.1
EIGHT DRAGONS CO EDRG US - (0.0)
(0.0)
ERIN ENERGY CORP ERN SJ 287.4 (250.8)
(277.5)
EVERI HOLDINGS I EVRI US 1,320.5 (109.6)
4.1
EVERI HOLDINGS I G2C TH 1,320.5 (109.6)
4.1
EVERI HOLDINGS I G2C GR 1,320.5 (109.6)
4.1
EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6)
4.1
FAIRPOINT COMMUN FRP US 1,197.9 (74.0)
15.6
FAIRPOINT COMMUN FONN GR 1,197.9 (74.0)
15.6
FERRELLGAS-LP FEG GR 1,679.3 (703.5)
(26.2)
FERRELLGAS-LP FGP US 1,679.3 (703.5)
(26.2)
FIFTH STREET ASS FSAM US 191.2 (1.7)
-
FIFTH STREET ASS 7FS TH 191.2 (1.7)
-
GAMCO INVESTO-A GBL US 182.5 (148.1)
-
GCP APPLIED TECH GCP US 1,077.7 (137.7)
259.3
GCP APPLIED TECH 43G GR 1,077.7 (137.7)
259.3
GCP APPLIED TECH GCPEUR EU 1,077.7 (137.7)
259.3
GNC HOLDINGS INC IGN GR 2,062.6 (69.2)
490.1
GNC HOLDINGS INC GNC US 2,062.6 (69.2)
490.1
GNC HOLDINGS INC IGN TH 2,062.6 (69.2)
490.1
GNC HOLDINGS INC GNC1EUR EU 2,062.6 (69.2)
490.1
GOGO INC GOGO US 1,270.1 (76.6)
348.7
GOGO INC G0G GR 1,270.1 (76.6)
348.7
GOLD RESERVE INC GDRZF US 47.1 (1.2)
34.4
GOLD RESERVE INC GRZ CN 47.1 (1.2)
34.4
GOLD RESERVE INC GOD GR 47.1 (1.2)
34.4
GREEN PLAINS PAR GPP US 93.3 (63.1)
4.3
GREEN PLAINS PAR 8GP GR 93.3 (63.1)
4.3
H&R BLOCK INC HRB US 2,694.1 (60.9)
406.8
H&R BLOCK INC HRB GR 2,694.1 (60.9)
406.8
H&R BLOCK INC HRB TH 2,694.1 (60.9)
406.8
H&R BLOCK INC HRB QT 2,694.1 (60.9)
406.8
H&R BLOCK INC HRBEUR EU 2,694.1 (60.9)
406.8
HALOZYME THERAPE HALO US 226.8 (58.5)
160.6
HALOZYME THERAPE RV7 GR 226.8 (58.5)
160.6
HALOZYME THERAPE HALOEUR EU 226.8 (58.5)
160.6
HALOZYME THERAPE RV7 QT 226.8 (58.5)
160.6
HAMILTON LANE-A HLNE US 207.1 (103.6)
-
HAMILTON LANE-A HLNEEUR EU 207.1 (103.6)
-
HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0)
3,574.0
HCA HEALTHCARE I HCA US 33,795.0 (5,357.0)
3,574.0
HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0)
3,574.0
HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0)
3,574.0
HORTONWORKS INC HDP US 220.6 (15.5)
(16.7)
HORTONWORKS INC 14K GR 220.6 (15.5)
(16.7)
HORTONWORKS INC 14K QT 220.6 (15.5)
(16.7)
HORTONWORKS INC HDPEUR EU 220.6 (15.5)
(16.7)
HOVNANIAN-A-WI HOV-W US 2,133.6 (133.9)
1,392.3
HP COMPANY-BDR HPQB34 BZ 28,686.0 (3,955.0)
(302.0)
HP INC HPQ* MM 28,686.0 (3,955.0)
(302.0)
HP INC HPQ US 28,686.0 (3,955.0)
(302.0)
HP INC 7HP TH 28,686.0 (3,955.0)
(302.0)
HP INC 7HP GR 28,686.0 (3,955.0)
(302.0)
HP INC HPQ TE 28,686.0 (3,955.0)
(302.0)
HP INC HPQ CI 28,686.0 (3,955.0)
(302.0)
HP INC HPQ SW 28,686.0 (3,955.0)
(302.0)
HP INC HWP QT 28,686.0 (3,955.0)
(302.0)
HP INC HPQCHF EU 28,686.0 (3,955.0)
(302.0)
HP INC HPQUSD EU 28,686.0 (3,955.0)
(302.0)
HP INC HPQUSD SW 28,686.0 (3,955.0)
(302.0)
HP INC HPQEUR EU 28,686.0 (3,955.0)
(302.0)
IDEXX LABS IDXX US 1,572.1 (73.9)
(57.5)
IDEXX LABS IX1 GR 1,572.1 (73.9)
(57.5)
IDEXX LABS IX1 TH 1,572.1 (73.9)
(57.5)
IDEXX LABS IX1 QT 1,572.1 (73.9)
(57.5)
IDEXX LABS IDXX AV 1,572.1 (73.9)
(57.5)
IMMUNOGEN INC IMU GR 163.3 (167.5)
101.8
IMMUNOGEN INC IMGN US 163.3 (167.5)
101.8
IMMUNOGEN INC IMU TH 163.3 (167.5)
101.8
IMMUNOGEN INC IMU QT 163.3 (167.5)
101.8
IMMUNOGEN INC IMGNEUR EU 163.3 (167.5)
101.8
IMMUNOMEDICS INC IMMU US 52.7 (131.9)
(36.5)
IMMUNOMEDICS INC IM3 GR 52.7 (131.9)
(36.5)
IMMUNOMEDICS INC IM3 TH 52.7 (131.9)
(36.5)
IMMUNOMEDICS INC IM3 QT 52.7 (131.9)
(36.5)
INNOVIVA INC INVA US 391.9 (334.2)
193.9
INNOVIVA INC HVE GR 391.9 (334.2)
193.9
INNOVIVA INC INVAEUR EU 391.9 (334.2)
193.9
INTERNATIONAL WI ITWG US 326.6 (14.3)
101.6
JACK IN THE BOX JBX GR 1,230.9 (469.4)
(126.4)
JACK IN THE BOX JACK US 1,230.9 (469.4)
(126.4)
JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4)
(126.4)
JACK IN THE BOX JBX QT 1,230.9 (469.4)
(126.4)
JAMIESON WELLNES JWEL CN 504.7 (172.9)
(172.9)
JAMIESON WELLNES 2JW GR 504.7 (172.9)
(172.9)
JUST ENERGY GROU JE US 1,238.0 (149.3)
109.1
JUST ENERGY GROU 1JE GR 1,238.0 (149.3)
109.1
JUST ENERGY GROU JE CN 1,238.0 (149.3)
109.1
KADMON HOLDINGS KDMN US 67.9 (19.6)
24.8
KENNADY DIAMONDS KDI CN 4.5 (1.4)
(3.7)
KERYX BIOPHARM KYX GR 127.7 (22.5)
97.2
KERYX BIOPHARM KERX US 127.7 (22.5)
97.2
KERYX BIOPHARM KYX TH 127.7 (22.5)
97.2
KERYX BIOPHARM KERXEUR EU 127.7 (22.5)
97.2
L BRANDS INC LTD GR 7,882.0 (835.0)
1,321.0
L BRANDS INC LTD TH 7,882.0 (835.0)
1,321.0
L BRANDS INC LB US 7,882.0 (835.0)
1,321.0
L BRANDS INC LBEUR EU 7,882.0 (835.0)
1,321.0
L BRANDS INC LB* MM 7,882.0 (835.0)
1,321.0
L BRANDS INC LTD QT 7,882.0 (835.0)
1,321.0
LAMB WESTON LW US 2,432.2 (650.9)
336.9
LAMB WESTON 0L5 GR 2,432.2 (650.9)
336.9
LAMB WESTON LW-WEUR EU 2,432.2 (650.9)
336.9
LAMB WESTON 0L5 TH 2,432.2 (650.9)
336.9
LANTHEUS HOLDING 0L8 GR 249.6 (101.2)
67.6
LANTHEUS HOLDING LNTH US 249.6 (101.2)
67.6
LENNOX INTL INC LXI GR 1,950.6 (1.0)
148.9
LENNOX INTL INC LII US 1,950.6 (1.0)
148.9
LENNOX INTL INC LII1EUR EU 1,950.6 (1.0)
148.9
MADISON-A/NEW-WI MSGN-W US 864.4 (987.0)
195.4
MANNKIND CORP MNKD IT 85.2 (198.7)
(37.0)
MASCO CORP MAS US 5,139.0 (59.0)
1,534.0
MASCO CORP MSQ GR 5,139.0 (59.0)
1,534.0
MASCO CORP MSQ TH 5,139.0 (59.0)
1,534.0
MASCO CORP MAS* MM 5,139.0 (59.0)
1,534.0
MASCO CORP MAS1EUR EU 5,139.0 (59.0)
1,534.0
MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MDO TH 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCD TE 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MDO GR 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCD* MM 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCD US 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCD SW 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCD CI 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MDO QT 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCDUSD EU 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8)
2,686.5
MCDONALDS CORP MCD AV 32,120.3 (2,030.8)
2,686.5
MCDONALDS-CEDEAR MCD AR 32,120.3 (2,030.8)
2,686.5
MDC COMM-W/I MDZ/W CN 1,626.7 (356.8)
(280.0)
MDC PARTNERS-A MDZ/A CN 1,626.7 (356.8)
(280.0)
MDC PARTNERS-A MDCA US 1,626.7 (356.8)
(280.0)
MDC PARTNERS-A MD7A GR 1,626.7 (356.8)
(280.0)
MDC PARTNERS-A MDCAEUR EU 1,626.7 (356.8)
(280.0)
MDC PARTNERS-EXC MDZ/N CN 1,626.7 (356.8)
(280.0)
MEDLEY MANAGE-A MDLY US 138.5 (14.5)
57.0
MERITOR INC AID1 GR 2,536.0 (125.0)
55.0
MERITOR INC MTOR US 2,536.0 (125.0)
55.0
MERITOR INC MTOREUR EU 2,536.0 (125.0)
55.0
MICHAELS COS INC MIK US 2,009.8 (1,721.9)
502.5
MICHAELS COS INC MIM GR 2,009.8 (1,721.9)
502.5
MIRAGEN THERAPEU MGEN US 57.8 48.0
49.7
MIRAGEN THERAPEU 1S1 GR 57.8 48.0
49.7
MIRAGEN THERAPEU SGNLEUR EU 57.8 48.0
49.7
MONEYGRAM INTERN MGI US 4,437.5 (199.3)
(23.5)
MONEYGRAM INTERN 9M1N GR 4,437.5 (199.3)
(23.5)
MONEYGRAM INTERN 9M1N TH 4,437.5 (199.3)
(23.5)
MONEYGRAM INTERN MGIEUR EU 4,437.5 (199.3)
(23.5)
MOODY'S CORP DUT GR 5,435.9 (724.2)
2,061.7
MOODY'S CORP MCO US 5,435.9 (724.2)
2,061.7
MOODY'S CORP DUT TH 5,435.9 (724.2)
2,061.7
MOODY'S CORP MCOEUR EU 5,435.9 (724.2)
2,061.7
MOODY'S CORP MCO* MM 5,435.9 (724.2)
2,061.7
MOTOROLA SOLUTIO MTLA GR 8,140.0 (1,037.0)
688.0
MOTOROLA SOLUTIO MTLA TH 8,140.0 (1,037.0)
688.0
MOTOROLA SOLUTIO MSI US 8,140.0 (1,037.0)
688.0
MOTOROLA SOLUTIO MOT TE 8,140.0 (1,037.0)
688.0
MOTOROLA SOLUTIO MSI1EUR EU 8,140.0 (1,037.0)
688.0
MSG NETWORKS- A MSGN US 864.4 (987.0)
195.4
MSG NETWORKS- A 1M4 GR 864.4 (987.0)
195.4
MSG NETWORKS- A 1M4 TH 864.4 (987.0)
195.4
MSG NETWORKS- A MSGNEUR EU 864.4 (987.0)
195.4
NANOSTRING TECHN NSTG US 106.5 (3.1)
59.9
NANOSTRING TECHN 0F1 GR 106.5 (3.1)
59.9
NANOSTRING TECHN NSTGEUR EU 106.5 (3.1)
59.9
NATHANS FAMOUS NATH US 78.1 (66.5)
56.8
NATHANS FAMOUS NFA GR 78.1 (66.5)
56.8
NATIONAL CINEMED XWM GR 1,151.9 (54.1)
92.9
NATIONAL CINEMED NCMI US 1,151.9 (54.1)
92.9
NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1)
92.9
NAVISTAR INTL IHR GR 5,952.0 (5,127.0)
825.0
NAVISTAR INTL NAV US 5,952.0 (5,127.0)
825.0
NAVISTAR INTL IHR TH 5,952.0 (5,127.0)
825.0
NAVISTAR INTL IHR QT 5,952.0 (5,127.0)
825.0
NEFF CORP-CL A NEFF US 652.7 (124.7)
1.3
NEFF CORP-CL A NFO GR 652.7 (124.7)
1.3
NEW ENG RLTY-LP NEN US 190.0 (33.5)
-
NYMOX PHARMACEUT NYMX US 1.7 (1.2)
(0.2)
NYMOX PHARMACEUT NYM GR 1.7 (1.2)
(0.2)
OCEAN THERMAL EN CPWR US 0.0 (1.6)
(1.6)
OMEROS CORP 3O8 GR 58.4 (48.1)
34.4
OMEROS CORP OMER US 58.4 (48.1)
34.4
OMEROS CORP 3O8 TH 58.4 (48.1)
34.4
OMEROS CORP OMEREUR EU 58.4 (48.1)
34.4
PENN NATL GAMING PN1 GR 4,947.0 (540.7)
(50.0)
PENN NATL GAMING PENN US 4,947.0 (540.7)
(50.0)
PHILIP MORRIS IN PM1EUR EU 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PMI SW 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PM1 TE 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN 4I1 TH 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PM1CHF EU 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN 4I1 GR 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PM US 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PM FP 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PMI1 IX 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN PMI EB 36,627.0 (10,557.0)
3,529.0
PHILIP MORRIS IN 4I1 QT 36,627.0 (10,557.0)
3,529.0
PINNACLE ENTERTA PNK US 4,003.8 (351.8)
(82.3)
PINNACLE ENTERTA 65P GR 4,003.8 (351.8)
(82.3)
PITNEY BOWES INC PBW GR 5,747.2 (46.3)
(215.3)
PITNEY BOWES INC PBI US 5,747.2 (46.3)
(215.3)
PITNEY BOWES INC PBW TH 5,747.2 (46.3)
(215.3)
PITNEY BOWES INC PBIEUR EU 5,747.2 (46.3)
(215.3)
PLANET FITNESS-A PLNT US 1,156.4 (188.0)
28.1
PLANET FITNESS-A 3PL TH 1,156.4 (188.0)
28.1
PLANET FITNESS-A 3PL GR 1,156.4 (188.0)
28.1
PLANET FITNESS-A 3PL QT 1,156.4 (188.0)
28.1
PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0)
28.1
PRECIPIO INC TGKN GR 1.2 (20.6)
(20.6)
PRECIPIO INC TBIOEUR EU 1.2 (20.6)
(20.6)
PROS HOLDINGS IN PH2 GR 210.7 (19.9)
63.0
PROS HOLDINGS IN PRO US 210.7 (19.9)
63.0
QUANTUM CORP QNT2 GR 225.0 (116.0)
(42.0)
QUANTUM CORP QNT1 TH 225.0 (116.0)
(42.0)
QUANTUM CORP QTM US 225.0 (116.0)
(42.0)
QUANTUM CORP QTM1EUR EU 225.0 (116.0)
(42.0)
QUANTUM CORP QNT1 QT 225.0 (116.0)
(42.0)
REATA PHARMACE-A RETA US 88.2 (220.3)
34.5
REATA PHARMACE-A 2R3 GR 88.2 (220.3)
34.5
REATA PHARMACE-A RETAEUR EU 88.2 (220.3)
34.5
REGAL ENTERTAI-A RGC US 2,686.1 (826.1)
(7.6)
REGAL ENTERTAI-A RETA GR 2,686.1 (826.1)
(7.6)
REGAL ENTERTAI-A RGC* MM 2,686.1 (826.1)
(7.6)
RESOLUTE ENERGY R21 GR 489.6 (75.9)
(69.6)
RESOLUTE ENERGY REN US 489.6 (75.9)
(69.6)
RESOLUTE ENERGY RENEUR EU 489.6 (75.9)
(69.6)
REVLON INC-A REV US 2,999.0 (642.0)
343.1
REVLON INC-A RVL1 GR 2,999.0 (642.0)
343.1
REVLON INC-A RVL1 TH 2,999.0 (642.0)
343.1
REVLON INC-A REVEUR EU 2,999.0 (642.0)
343.1
ROSETTA STONE IN RST US 185.9 (1.0)
(58.1)
ROSETTA STONE IN RS8 GR 185.9 (1.0)
(58.1)
ROSETTA STONE IN RS8 TH 185.9 (1.0)
(58.1)
ROSETTA STONE IN RST1EUR EU 185.9 (1.0)
(58.1)
RR DONNELLEY & S DLLN GR 3,907.3 (174.1)
725.7
RR DONNELLEY & S RRD US 3,907.3 (174.1)
725.7
RR DONNELLEY & S DLLN TH 3,907.3 (174.1)
725.7
RR DONNELLEY & S RRDEUR EU 3,907.3 (174.1)
725.7
RYERSON HOLDING RYI US 1,738.9 (32.7)
676.2
RYERSON HOLDING 7RY GR 1,738.9 (32.7)
676.2
RYERSON HOLDING 7RY TH 1,738.9 (32.7)
676.2
SAFETY INCOME AN SAFE US 155.8 (65.5)
-
SALLY BEAUTY HOL SBH US 2,070.8 (320.6)
657.6
SALLY BEAUTY HOL S7V GR 2,070.8 (320.6)
657.6
SANCHEZ ENERGY C SN US 2,078.6 (77.6)
29.0
SANCHEZ ENERGY C SN* MM 2,078.6 (77.6)
29.0
SANCHEZ ENERGY C 13S GR 2,078.6 (77.6)
29.0
SANCHEZ ENERGY C 13S TH 2,078.6 (77.6)
29.0
SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6)
29.0
SBA COMM CORP 4SB GR 7,297.4 (1,916.5)
72.7
SBA COMM CORP SBAC US 7,297.4 (1,916.5)
72.7
SBA COMM CORP SBJ TH 7,297.4 (1,916.5)
72.7
SBA COMM CORP SBACEUR EU 7,297.4 (1,916.5)
72.7
SCIENTIFIC GAM-A TJW GR 7,073.2 (1,995.2)
434.7
SCIENTIFIC GAM-A SGMS US 7,073.2 (1,995.2)
434.7
SEARS HOLDINGS SEE GR 9,071.0 (3,527.0)
127.0
SEARS HOLDINGS SEE TH 9,071.0 (3,527.0)
127.0
SEARS HOLDINGS SHLD US 9,071.0 (3,527.0)
127.0
SEARS HOLDINGS SEE QT 9,071.0 (3,527.0)
127.0
SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0)
127.0
SIGA TECH INC SIGA US 160.8 (296.1)
52.6
SILVER SPRING NE SSNI US 449.6 (42.7)
0.7
SILVER SPRING NE 9SI GR 449.6 (42.7)
0.7
SILVER SPRING NE 9SI TH 449.6 (42.7)
0.7
SILVER SPRING NE SSNIEUR EU 449.6 (42.7)
0.7
SIRIUS XM CANADA XSR CN 307.0 (127.9)
(152.0)
SIRIUS XM CANADA SIICF US 307.0 (127.9)
(152.0)
SIRIUS XM HOLDIN SIRI US 7,931.8 (921.1)
(1,901.0)
SIRIUS XM HOLDIN RDO TH 7,931.8 (921.1)
(1,901.0)
SIRIUS XM HOLDIN RDO GR 7,931.8 (921.1)
(1,901.0)
SIRIUS XM HOLDIN RDO QT 7,931.8 (921.1)
(1,901.0)
SIRIUS XM HOLDIN SIRIEUR EU 7,931.8 (921.1)
(1,901.0)
SIRIUS XM HOLDIN SIRI AV 7,931.8 (921.1)
(1,901.0)
SONIC CORP SONC US 563.8 (173.1)
60.4
SONIC CORP SO4 GR 563.8 (173.1)
60.4
SONIC CORP SONCEUR EU 563.8 (173.1)
60.4
SOURCE ENERGY SE SHLE CN 236.6 (62.2)
18.2
SOURCE ENERGY SE S4O GR 236.6 (62.2)
18.2
SOURCE ENERGY SE SHLEEUR EU 236.6 (62.2)
18.2
SOURCE ENERGY SE SCEYF US 236.6 (62.2)
18.2
STRAIGHT PATH-B STRP US 20.9 (10.2)
(7.4)
STRAIGHT PATH-B 5I0 GR 20.9 (10.2)
(7.4)
SYNTEL INC SYNT US 443.6 (136.2)
134.5
SYNTEL INC SYE GR 443.6 (136.2)
134.5
SYNTEL INC SYE TH 443.6 (136.2)
134.5
SYNTEL INC SYE QT 443.6 (136.2)
134.5
SYNTEL INC SYNT1EUR EU 443.6 (136.2)
134.5
TAILORED BRANDS TLRD US 2,114.2 (113.6)
712.4
TAILORED BRANDS WRMA GR 2,114.2 (113.6)
712.4
TAILORED BRANDS TLRD* MM 2,114.2 (113.6)
712.4
TAUBMAN CENTERS TU8 GR 4,044.9 (75.4)
-
TAUBMAN CENTERS TCO US 4,044.9 (75.4)
-
TEMPUR SEALY INT TPD GR 2,680.3 (11.3)
90.1
TEMPUR SEALY INT TPX US 2,680.3 (11.3)
90.1
TINTRI INC TNTR US 97.1 (68.5)
21.6
TINTRI INC TI3 GR 97.1 (68.5)
21.6
TINTRI INC TNTREUR EU 97.1 (68.5)
21.6
TOCAGEN INC TOCA US 34.3 (1.5)
14.0
TOCAGEN INC 37T GR 34.3 (1.5)
14.0
TOCAGEN INC TOCAEUR EU 34.3 (1.5)
14.0
TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8)
1,587.8
TRANSDIGM GROUP TDG US 10,187.3 (2,038.8)
1,587.8
TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8)
1,587.8
TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8)
1,587.8
TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8)
1,587.8
TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8)
1,587.8
UBI BLOCKCHAIN I UBIA US 0.0 (0.4)
(0.4)
ULTRA PETROLEUM UPL US 1,699.0 (3,016.7)
331.2
ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7)
331.2
ULTRA PETROLEUM UPM1 GR 1,699.0 (3,016.7)
331.2
UNISYS CORP UISCHF EU 1,962.3 (1,626.7)
19.3
UNISYS CORP UISEUR EU 1,962.3 (1,626.7)
19.3
UNISYS CORP UIS US 1,962.3 (1,626.7)
19.3
UNISYS CORP UIS1 SW 1,962.3 (1,626.7)
19.3
UNISYS CORP USY1 TH 1,962.3 (1,626.7)
19.3
UNISYS CORP USY1 GR 1,962.3 (1,626.7)
19.3
UNITI GROUP INC UNIT US 3,280.7 (1,426.9)
-
UNITI GROUP INC 8XC GR 3,280.7 (1,426.9)
-
VALVOLINE INC VVV US 1,907.0 (218.0)
261.0
VALVOLINE INC 0V4 GR 1,907.0 (218.0)
261.0
VALVOLINE INC 0V4 TH 1,907.0 (218.0)
261.0
VALVOLINE INC VVVEUR EU 1,907.0 (218.0)
261.0
VECTOR GROUP LTD VGR GR 1,387.1 (264.3)
469.4
VECTOR GROUP LTD VGR US 1,387.1 (264.3)
469.4
VECTOR GROUP LTD VGR QT 1,387.1 (264.3)
469.4
VERISIGN INC VRS TH 2,315.5 (1,187.7)
317.8
VERISIGN INC VRS GR 2,315.5 (1,187.7)
317.8
VERISIGN INC VRSN US 2,315.5 (1,187.7)
317.8
VERISIGN INC VRSNEUR EU 2,315.5 (1,187.7)
317.8
VERSUM MATER VSM US 1,120.0 (61.7)
388.9
VERSUM MATER 2V1 GR 1,120.0 (61.7)
388.9
VERSUM MATER VSMEUR EU 1,120.0 (61.7)
388.9
VERSUM MATER 2V1 TH 1,120.0 (61.7)
388.9
VIEWRAY INC VRAY US 90.8 (27.0)
34.6
VIEWRAY INC 6L9 GR 90.8 (27.0)
34.6
VIEWRAY INC VRAYEUR EU 90.8 (27.0)
34.6
WEIGHT WATCHERS WTW US 1,301.0 (1,185.2)
(33.3)
WEIGHT WATCHERS WW6 GR 1,301.0 (1,185.2)
(33.3)
WEIGHT WATCHERS WW6 TH 1,301.0 (1,185.2)
(33.3)
WEIGHT WATCHERS WTWEUR EU 1,301.0 (1,185.2)
(33.3)
WEIGHT WATCHERS WW6 QT 1,301.0 (1,185.2)
(33.3)
WELBILT INC WBT US 1,837.1 (26.3)
94.8
WELBILT INC 6M6 GR 1,837.1 (26.3)
94.8
WELBILT INC MFS1EUR EU 1,837.1 (26.3)
94.8
WEST CORP WSTC US 3,456.0 (390.6)
243.4
WEST CORP WT2 GR 3,456.0 (390.6)
243.4
WIDEOPENWEST INC WOW US 2,661.6 (645.2)
(33.7)
WIDEOPENWEST INC WU5 GR 2,661.6 (645.2)
(33.7)
WIDEOPENWEST INC WOW1EUR EU 2,661.6 (645.2)
(33.7)
WINGSTOP INC WING US 113.2 (67.3)
(3.5)
WINGSTOP INC EWG GR 113.2 (67.3)
(3.5)
WINMARK CORP WINA US 47.4 (2.3)
12.4
WINMARK CORP GBZ GR 47.4 (2.3)
12.4
WORKIVA INC WK US 139.8 (5.0)
(2.5)
WORKIVA INC 0WKA GR 139.8 (5.0)
(2.5)
WORKIVA INC WKEUR EU 139.8 (5.0)
(2.5)
YRC WORLDWIDE IN YRCW US 1,727.9 (438.0)
243.7
YRC WORLDWIDE IN YEL1 GR 1,727.9 (438.0)
243.7
YRC WORLDWIDE IN YEL1 TH 1,727.9 (438.0)
243.7
YRC WORLDWIDE IN YEL1 QT 1,727.9 (438.0)
243.7
YRC WORLDWIDE IN YRCWEUR EU 1,727.9 (438.0)
243.7
YUM! BRANDS INC YUM US 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC TGR GR 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC TGR TH 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC YUMEUR EU 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC YUMCHF EU 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC YUM SW 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC YUMUSD SW 5,151.0 (5,812.0)
(281.0)
YUM! BRANDS INC YUMUSD EU 5,151.0 (5,812.0)
(281.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***