/raid1/www/Hosts/bankrupt/TCR_Public/170727.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, July 27, 2017, Vol. 21, No. 207
Headlines
21ST CENTURY: Files PCO Report for June 20 to July 20
AARON HOLZHUETER: Groth, et al.'s Bid for Partial Abstention Denied
AMERICAN AIRLINES: S&P Affirms 'BB-' Corporate Credit Rating
ANDROS DEVELOPMENT: Wants Exclusive Plan Filing Extended to Oct. 24
APRO LLC: S&P Assigns 'B' Corporate Credit Rating, Outlook Stable
APX GROUP: S&P Downgrades CCR to 'B-' on Weaker Credit Metrics
APX GROUP: Xtract Research Tells Bondholders to Reject New Notes
ARCONIC INC: Posts $212 Million Net Income for Second Quarter
ASHTON WOODS: Moody's Rates New $250 Senior Unsecured Notes Caa1
ASHTON WOODS: S&P Rates New $250MM Sr. Unsecured Notes 'B-'
AVENICA INC: Trustee Selling Computer Equipment for $1.5K
BING ENERGY: Committee, FSURF Oppose Approval of Plan Outline
BREITBURN ENERGY: Plan Filing Deadline Extended Through Sept. 12
BRUCE PITT: Foundation Homes Buying Spotsylvania Property for $62K
CAESARS ENTERTAINMENT: Nears Emergence as Shareholders OK Merger
CARESTREAM DENTAL: Moody's Assigns B3 CFR; Outlook Stable
CARESTREAM DENTAL: S&P Assigns 'B' CCR, Outlook Stable
CARLOS DE LA GARZA JR: Selling San Antonio Property for $565K
CHESASPEAKE ENERGY: 2.75% & 2.50% Conv. Notes Delisted from NYSE
CHF-COOK LLC: S&P Lowers 2015A/B Housing Bonds Rating to 'B'
CHURCH AND STATE: In Chapter 11 Due to Suit; Bistro Remains Open
COLUMBIA LAWRENCE: Stake in Columbia Tower Up for Auction Aug. 1
COMPUWARE CORP: S&P Hikes Rating on 2nd Lien Term Loan to 'B-'
CTI BIOPHARMA: Appoints Industry Veteran Laurent to Board
CYTORI THERAPEUTICS: Releases Data From Phase III Trial of Habeo
D.J. SIMMONS: Trustee Taps Fairfield and Woods as Legal Counsel
DIOCESE OF DULUTH: Suit vs. Insurers Transferred to District Court
EC MANSFIELD: Voluntary Chapter 11 Case Summary
ENERGY FUTURE: Court Approves Timelines for Oncor Acquisition
ENERGY FUTURE: SDTS Inks Exchange Agreement With Oncor Unit
ESOLA CAPITAL: Case Summary & 10 Unsecured Creditors
FLEETCOR TECHNOLOGIES: S&P Rates New $4.125BB Sr. Sec. Loan BB+
FRANCHISE SERVICES: Taps Equity Partners to Seek Buyer for U-Save
GARBER BROS: Private Sale of Remaining Inventory Approved
GATSBY'S MEN: Hires Jane Allen as Accountant
GLENN GAMER: Kondos Buying Yuma Property for $150K
GREAT BASIN: Extends 'Spring Note' Maturity Date by One Year
INTERLEUKIN GENETICS: Will Wind-Up & Pursue a Plan of Liquidation
INTERNET BRANDS: Moody's Puts B2 CFR on Review for Downgrade
JA FAMILY: Plan Outline Okayed, Plan Hearing on Aug. 23
JANE STREET: S&P Assigns 'BB-' Issuer Credit and Debt Ratings
JN MEDICAL CORPORATION: Hires Suiter Swantz as Special Counsel
KURT KUHLMAN: Sale of Berkshire Property for $174K Approved
LABELLE TRADING: Hires Downtown Business as Accountant
LADERA PARENT: Plan Outline Okayed, Plan Hearing on Aug. 7
LEE COUNTY CHARTER: S&P Alters Outlook on 2007A/2012 Bonds to Neg
LIGHTRAY CAPITAL: Case Summary & 2 Unsecured Creditors
LUKE'S LOCKER: Hires Whitley Penn as Accountant
MALCOLM CURTIS: Sale of Temecula Property for $700K Approved
MAR MEG LLC: Hires Redmon Peyton as Bankruptcy Counsel
MEDICAL DEPOT: S&P Lowers CCR to B- & 1st Lien Debt Rating to B-
MICHAEL ROBINSON: Sale of Irving Property Approved
MOREHEAD MEMORIAL: Hires Donlin Recano as Claims & Noticing Agent
MOREHEAD MEMORIAL: Hires Grant Thornton as Financial Advisor
MOREHEAD MEMORIAL: Hires Hammond Hanlon as Investment Banker
MOREHEAD MEMORIAL: Hires Womble Carlyle as Special Counsel
NEXTERA ENERGY: Moody's Corrects June 22 Release
NGPL PIPECO: S&P Hikes CCR to 'BB+' & Rates New $1.4BB Notes 'BB+'
NORTHERN OIL: Bahram Akradi Bid to Join Board Granted
NULOOK CAPITAL: Hires Jacobs as Special Litigation Counsel
NYC BROOK: Hires EisnerAmper as Accountant
PALADIN ENERGY: Sale of All Assets to Pogo Resources Approved
PEAK 10 HOLDING:Term Loan Upsize No Impact on Moody's B3 CFR
PETROLIA ENERGY: Successfully Closes Series A & Eliminates LT Debt
PRESCOTT VALLEY: Plan Outline Okayed, Plan Hearing on Sept. 6
PRIME METALS: Sale of All Assets to Amerinac for $9.6M Approved
ROOSTER ENERGY: Cochon Committee Hires Heller Draper as Counsel
SAMCHULLY MIDSTREAM: S&P Affirms Then Withdraws 'B' CCR
SANDERS RE 2014-1: S&P Raises Class C Notes Rating to 'BB+(sf)'
SCIENTIFIC GAMES: Incurs $39.1 Million Net Loss in Second Quarter
SCOTT SWIMMING: Unsecured Creditors to be Paid 100% in 10 Years
SHAMROCK ROOFING: Hires Leyh Payne as Bankruptcy Counsel
SHANGOL INC: Trustee Selling Assets to Apostolopoulos for $4M
STO-ROX SCHOOL: Moody's Assigns B2 Underlying Rating to GO Bonds
STRONGHOLD ASSET: Sale of Tarzana Property for $2.2M Approved
SUNEDISON INC: Reacts to AQR, et al.'s Plan Hearing Adjournment Bid
TECHNOLOGY WAY: Hires Gamberg & Abrams as Counsel
TIDEWATER INC: Equity Committee Hires Brown Rudnick as Co-Counsel
TIDEWATER INC: Equity Committee Hires Saul Ewing as Co-Counsel
TIDEWATER INC: Equity Panel Taps Miller Buckfire as Fin'l Advisor
TOPS HOLDING: S&P Rates New 9% Senior Unsecured Notes 'CCC-'
TROJAN BATTERY: S&P Lowers CCR to B- & Secured Loans Rating to B-
TRUMBLE AND KOCUR: Case Summary & 10 Unsecured Creditors
TUSCANY PARTNERS: Richmark Buying Evans Property for $850K
WET SEAL: Hires A.M. Saccullo as Special Avoidance Counsel
WILLIAM BLACK: Court Affirms Order Issuing Sanctions to Lawyer
YARBOROUGH & ROCKE: Hires M.L. Stephens as Accountant
YMCA MARQUETTE: Hires Quinnell Law as Bankruptcy Counsel
[*] Jeremy Halford Joins Tiger Group as Managing Director
[*] S&P Raises Debt Ratings on Four Illinois Public Universities
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
21ST CENTURY: Files PCO Report for June 20 to July 20
-----------------------------------------------------
BankruptcyData.com reported that 21st Century Oncology Holdings'
patient care ombudsman (PCO) filed with the U.S. Bankruptcy Court a
report for the period of June 20, 2017 through July 20, 2017. The
report notes, "To better understand the nature of the Debtors'
facilities and delivery of care, on June 26, 2017, the PCO met
in-person with the Debtors, counsel for the Debtors and counsel for
the Official Committee of Unsecured Creditors. The discussions with
the Debtors and the Committee resulted in the proposed work plan
that was filed with the Court on July 10, 2017. During her visits
to the facilities, the PCO plans to speak with the office manager
and the physicians (and perhaps nursing staff) present during the
site visit. Given the nature of the Company's patients -- that
they are there to receive cancer treatment and are not in-patient
(as you would find in a traditional hospital) -- the PCO will use
her judgment in determining the appropriate manner, if any, in
which to interact directly with the patients that are there to
receive treatment. Of course, the site visits will enable the PCO
to better ascertain whether there is any evidence or suggestion
that the Debtors' bankruptcy cases have in fact had an adverse
impact on patient care or if there are any issues that if not
addressed could potentially lead to a negative impact on patient
care. The first report would ordinarily have been filed by August
18, 2017 -- sixty days after the appointment of the PCO. However,
the PCO Appointment Order required than an initial report be filed
within 30 days of the date of appointment, and not less frequently
than at 60 day intervals thereafter, which is September 18, 2017."
About 21st Century Oncology
21st Century Oncology Holdings, Inc. is a global provider of
integrated cancer care services. As of March 31, 2017, the company
operated 179 treatment centers, including 143 centers located in 17
U.S. states and 36 centers located in seven countries in Latin
America.
21st Century and 59 U.S. affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25,
2017.
At the time of the filing, the Debtors estimated their assets and
debt at $1 billion to $10 billion.
The cases are pending before the Hon. Judge Robert D. Drain.
Kirkland & Ellis LLP is serving as the Debtors' counsel, with the
engagement led by Christopher Marcus, P.C., John T. Weber, James
H.M. Sprayregen, P.C., William A. Guerrieri, and Alexandra
Schwarzman. Alvarez & Marsal Healthcare Industry's Paul Rundell,
the firm's managing director, is serving as interim chief executive
officer of the Debtors. Millco Advisors, LP, is the Debtors'
financial advisor and investment banker. Kurtzman Carson
Consultants LLC is the claims and noticing agent.
On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Morrison & Foerster LLP as counsel, and Berkeley Research Group,
LLC, as financial advisor.
AARON HOLZHUETER: Groth, et al.'s Bid for Partial Abstention Denied
-------------------------------------------------------------------
The Debtor, Aaron Holzhueter, filed an adversary complaint on Sept.
14, 2016, against Defendants David J. and Gale I. Groth, David J.
and Judith A. Heinecke, James G. Pritchard, John W. and Patricia
Tesch, and Barbara L. Wegner, seeking a declaratory judgment that
he is not liable to the State Court Plaintiffs, that their claims
be disallowed, and determining that any debt to them is
dischargeable.
The State Court Plaintiffs filed an Answer and Counterclaim to the
Debtor's Adversary Complaint on Oct. 17, 2016. They seek a
determination under 11 U.S.C. sections 523(a)(2), (a)(6), and
(a)(19) that certain debts are nondischargeable and request costs
and actual attorneys' fees.
Holzhueter and the State Court Plaintiffs agree this is a core
proceeding. Nonetheless, the State Court Plaintiffs filed a motion
requesting that this Court abstain from determining the issues
related only to liability and dischargeability of their securities
law claims under 11 U.S.C. section 523(a)(19).
After evaluating all the arguments, Judge Catherine J. Furay of the
U.S. Bankruptcy Court for the Western District of Wisconsin denied
the State Court Plaintiffs' Motion for Partial Abstention.
Section 1334(c) provides two avenues for abstention: mandatory and
permissive. In deciding whether to abstain, courts in this circuit
look to the following factors:
(1) the effect or lack thereof on the efficient administration
of the estate;
(2) the extent to which state law issues predominate over
bankruptcy issues if the court recommends abstention;
(3) the difficult or unsettled nature of applicable law;
(4) the presence of related proceedings commenced in state court
or other non-bankruptcy proceedings;
(5) any jurisdictional bases, other than 28 U.S.C. Section
1334;
(6) the degree of relatedness or remoteness of the proceeding to
the main bankruptcy case;
(7) the substance rather than the form of an asserted core
proceeding;
(8) the feasibility of severing state law claims from core
bankruptcy matters to allow judgments to be entered in state court
with enforcement left to the bankruptcy court;
(9) the burden of the bankruptcy court's docket;
(10) the likelihood that commencement of the proceeding in
bankruptcy court involves forum shopping by one of the parties;
(11) the existence of a right to a jury trial; and
(12) the presence in the proceeding of non-debtor parties.
After a thorough analysis, Judge Furay finds seven factors (1, 2,
3, 6, 7, 8, and 9) weigh against abstention; three factors (4, 5,
and 11) weigh in favor of abstention; and factors (10) and (12) are
neutral. The right to a jury trial, while significant, does not
compel abstention. The Court must consider and weigh all of the
factors keeping in mind that permissive abstention is a narrow
doctrine that should be applied in the interests of justice and
comity, and after considering all of the factors none of which are
dispositive. The "interests of the estate and the parties" will
best be served by prompt adjudication of the issues in a single
forum. Based on consideration of all the factors, abstention under
28 U.S.C. section 1334(c)(1) is not warranted.
For these reasons, the State Court Plaintiffs' Motion for Partial
Abstention is denied.
The adversary proceeding is AARON HOLZHUETER, Plaintiff and
Counter-Defendant, v. DAVID J. GROTH, GALE I. GROTH, DAVID J.
HEINECKE, JUDITH A. HEINECKE, JAMES G. PRITCHARD, JOHN W. TESCH,
PATRICIA D. TESCH, CARL A. NICHOLSON, GWENDOLYN R. NICHOLSON,
BARBARA L. WEGNER, Defendants and Counter-Claimants, Adversary No.
16-79 (W.D. Wis.).
A full-text copy of Judge Furay's Memorandum Decision is available
at https://is.gd/nzil8k from Leagle.com.
Aaron Holzhueter, Plaintiff, represented by Nicholas L. Hahn --
nhahn@oshkoshlawyers.com -- Steinhilber Swanson LLP, Paul G.
Swanson -- pswanson@oshkoshlawyers.com
David J. Groth, Defendant, represented by April Rockstead Barker,
Schott, Bublitz & Engel, S.C., Patrick J. Schott, Schott, Bublitz &
Engel S.C..
About Aaron Holzhueter
Aaron Holzhueter filed for Chapter 11 bankruptcy protection
(Bankr.
W.D. Wis. Case No. 16-13134) on Sept. 12, 2016. Paul G. Swanson,
Esq., serves as the Debtor's bankruptcy counsel.
AMERICAN AIRLINES: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating and
most of its issue-level ratings on American Airlines Group Inc. and
subsidiary American Airlines Inc. S&P revised its ratings on
selected EETCs because of changes in collateral protection that
were outside of its previous expectations.
AAG is the parent of American Airlines Inc., the world's largest
airline measured by traffic (revenue passenger miles). It has a
strong competitive position as one of three large U.S. airlines
(Delta Air Lines Inc. and United Continental Holdings Inc. are the
other two) that, with low-cost Southwest Airlines Co., account for
more than 80% of U.S. air traffic. Since emerging from Chapter 11
bankruptcy and merging with US Airways Group Inc. in December 2013,
the company has generated solid operating results and improved its
financial profile. However, it remains more highly leveraged than
peers Delta Air Lines Inc. and United Continental Holdings Inc. and
has pursued a somewhat more aggressive financial policy, including
initiating share buybacks less than a year out of bankruptcy.
S&P Global Ratings expects AAG's 2017 earnings and cash flow to be
moderately lower than they were in 2016, as higher fuel and nonfuel
(e.g., labor) expenses are not fully offset by improved revenues.
The company's credit ratios will likely deteriorate somewhat, as
management spends heavily on new aircraft, pushing AAG's funds
flow-to-debt ratio below 20%. S&P said, "We expect moderate
improvement in 2018, as further revenue gains and flat fuel prices
boost earnings, raising FFO to debt above 20%.
"We could lower our ratings on AAG over the next 12 months if the
company's revenue and earnings deteriorate and reductions in its
share repurchases or capital spending do not offset the decline,
leading its FFO-to-debt ratio to fall below 15% for a sustained
period.
"Although unlikely, we could raise our ratings on AAG over the next
12 months if stronger-than-expected earnings and cash flow or
reduced capital spending and share repurchases cause its funds
flow-to-debt ratio to rise to the high-20% area and its free
operating cash flow-to-debt ratio to more than 10% on a sustained
basis."
ANDROS DEVELOPMENT: Wants Exclusive Plan Filing Extended to Oct. 24
-------------------------------------------------------------------
Andros Development Corporation asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend for 90 days the
exclusive periods within which the Debtor may file a plan, through
and including Oct. 24, 2017, and solicit acceptances to its plan,
through and including Dec. 21, 2017.
The statutory 120-day exclusivity period for the Debtor to file a
plan is set to expire on July 26, 2017 under 11 U.S.C. Section
1121(b). The 180-day statutory period for the Debtor to solicit
acceptances for its plan is set to expire on Sept. 22, 2017
The Debtor tells the Court that maintaining plan exclusivity will
enable it to focus on completing its marketing efforts and the
development of its plan without interference by competing plans.
The Debtor submits that:
a. this case is complex, because it involves commercial real
estate for which value is driven by demand and is subject
to market fluctuations;
b. as a result of the complexities of this case, the Debtor
requires sufficient time to prepare adequate information
to confirm a plan;
c. the Debtor has made progress toward reorganization by
retaining brokers who are undertaking extensive efforts to
market and sell the real property located at 3471 and 3560
Grand Avenue, Miami, Florida 33133 for its highest and
best value, which will positively affect the creditors in
this case;
d. the Debtor is paying its postpetition obligations as they
come due;
e. the Debtor has demonstrated that it has reasonable
prospects of filing a viable plan because its brokerage
team is working diligently to market and sell the Real
Property;
f. this case has been pending for less than four months and
the Debtor is involved in negotiations with Orlando
Benitez, Jr., the Debtor's largest creditor; and
g. unresolved contingencies exist, because the Debtor must
resolve the validity of certain claims, and the claims bar
date has not yet expired.
The Debtor expects that the marketing and sales efforts by the
Brokers will result in a number of purchase offers, which will
result in a positive outcome for the Debtor's estate and its
creditors.
About Andros Development Corp.
Based in Coral Gables, Florida, Andros Development Corp. owns a
vacant lot located at 3560 Grand Ave Miami, Florida, valued at
$818,750. Each of Julio C. Marrero and Orlando Benitez, Jr., owns
a 45% equity stake in the Debtor. The other 10% is held by Phillip
Muskat.
Andros Development is an affiliate of Grand Abbaco Development of
Village West Corp and Nassau Development of Village West, Corp.,
each of which filed for bankruptcy protection on March 27, 2016,
and Oct. 2, 2015, respectively.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 17-13760) on March 28, 2017. The
petition was signed by Phillip Muskat, officer and shareholder.
At the time of the filing, the Debtor disclosed $1.64 million in
assets and $5.53 million in liabilities.
The case is assigned to Judge Laurel M. Isicoff.
The Debtor has engaged Jeffrey Bast and the law firm of Bast Amron
LLP, as counsel.
The Debtor has also hired Arthur Porosoff of Marcus & Millichap
Real Estate Investment Services, Inc., and Lorenzo Perez, Jr. of
Premier International Properties, Inc. to market and sell the
property located at 3471 and 3560 Grand Avenue, Miami, Florida.
APRO LLC: S&P Assigns 'B' Corporate Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to Long
Beach, Calif-based Apro LLC (United Pacific) and its parent
company, CF United LLC, which produces audited financial
statements. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed $25 million
revolving credit facility due 2022 and $230 million first-lien term
loan due 2024. The '3' recovery rating indicates our expectation
for meaningful (50%-70%; rounded estimate 65%) recovery in the
event of a payment default.
"Our rating on Apro LLC (United Pacific) reflects its relatively
small size and scale in the fragmented and competitive c-store and
fuel retailing industry, geographic concentration, and our
expectation that adjusted leverage will remain in the mid-7x area
over the next year. The company's proprietary fuel supply contract
with Phillips 66 and stable, efficient Southern California store
base mitigate those risks. The long-term fuel supply agreement,
which is unique within the industry, provides Apro LLC (United
Pacific) with a recurring, fixed management fee that results in
stable gross profit and consistent cash flow, and supports our
positive comparable rating analysis assessment.
"The stable outlook reflects our expectation that Apro LLC (United
Pacific) will generate stable free cash flow and maintain adequate
liquidity as the company's efforts to revitalize its store base are
largely complete and plans for new store development remain very
modest. It also incorporates the company's relatively high adjusted
leverage and our expectation that credit metric improvement over
the next 12 months will remain modest due to flat levels of EBITDA
growth.
"We could lower the ratings over the next year if leverage remains
above 7.5x and the company's FOCF declines. This could occur if
operating performance suffers because of material changes in its
supply agreement with Phillips 66, heightened fuel price volatility
negatively affecting the company's unhedged fuel segment, or
unfavorable regulatory changes. We could also lower the rating if
the company adopts a more aggressive financial policy, such as
issuing debt to fund acquisitions or additional shareholder
dividends.
"An upgrade is unlikely over the next 12 months based on our
expectations for very modest EBITDA growth and high pro forma
leverage. Still, we could raise the rating by one notch if the
company effectively implements its strategic initiatives around
improving c-store sales and margins and sharper fuel pricing,
causing EBITDA to grow 20% above our forecast. An upgrade would be
contingent on the company maintaining leverage below 6x on a
sustained basis."
APX GROUP: S&P Downgrades CCR to 'B-' on Weaker Credit Metrics
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on APX Group
Holdings Inc. (Vivint) 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 senior secured debt to 'B-' from 'B'. The '3'
recovery rating remains unchanged, indicating our expectation for
meaningful recovery (50%-70%; rounded estimate: 60%) in the event
of a default.
"Additionally, we lowered our issue-level rating on the company's
senior unsecured debt to 'CCC' from 'CCC+'. The '6' recovery rating
remains unchanged, indicating our expectation for minimal recovery
(0%-10%; rounded estimate 0%) in the event of a default. We also
assigned our 'CCC' issue rating and '6' recovery rating (0%-10%;
rounded estimate: 0%) to APX Group Inc.'s proposed $400 million
senior unsecured notes due 2024. The senior unsecured debt includes
the proposed $400 million senior unsecured notes."
The downgrade reflects an increase in leverage pro forma for the
transaction and our expectation that leverage will remain elevated
as the company rolls out its new Best Buy partnership. While the
partnership could significantly increase Vivint's EBITDA in the
long term, we expect EBITDA and cash flows will be pressured over
the next 18 months as Vivint ramps productivity at Best Buy stores
and continues investing in other sales channels.
S&P related, "The stable outlook reflects our belief that Vivint
will continue to service its growing debt and invest in new
subscribers and the Best Buy partnership over the next year with
internally generated cash flows, cash on the balance sheet and its
revolver. We expect Vivint will use more than $200 million in cash
in each of the next two years but maintain adequate liquidity.
"We could lower the rating if an increase in attrition, higher
subscriber acquisition costs, continued significant investment in
new subscribers, or disappointing results from the new initiatives
including the Best Buy partnership cause us to consider the capital
structure to be unsustainable. We could also lower the rating if
the company fails to maintain adequate liquidity including cash and
revolver availability of $360 million or 1.2x expected use of cash
over the next 12 months.
"While unlikely over the next 12 months, we could raise the rating
if the company generates free operating cash flow to debt above 3%
while significantly improving EBITDA margins."
APX GROUP: Xtract Research Tells Bondholders to Reject New Notes
----------------------------------------------------------------
Xtract Research reports that the Senior Notes due 2024 marketed by
Blackstone-owned and Provo, Utah-based APX Group Holdings Inc.
(Vivint) contain aggressive Change of Control and Restricted
Payment provisions. Unlike the company's old notes, the new notes
include a portable capital feature during the first three years.
While the Change of Control triggers themselves are the same, if
there is a Change of Control with no downgrade and a pro forma
6.25x net Total Debt Ratio test can be met, the old notes could be
put to the issuer at 101 but holders of these notes would not have
the same option. "That would be bad enough," Xtract says, "but the
deal proposes to include a related Restricted Payment provision
which is akin to the suspension of the Restricted Payment covenant
when a Change of Control occurs."
In the event of a Change of Control -- an LBO comes to Xtract's
mind -- the Restricted Payment covenant expressly provides that
there would be no limit on RPs related to the Change of Control;
thus, the ability to make the related RPs to close the transaction
would not present a covenant problem which would otherwise
necessitate an expensive redemption. This means that if the 6.25x
test can be met and there is no downgrade, not only would holders
of the new notes lack the right to put their notes to the company,
they very well would not have to be taken out (at a hefty premium),
while holders of the old bonds would. And there's more: even if
the leverage test cannot be met (or is no longer applicable), so
long as the company makes the 101 Change of Control offer, any
necessary RPs are permitted. While theoretically, another covenant
impediment could exist, it is less likely than insufficient RP
capacity. If these terms survive, in the event of an LBO, 101 is
the best one can expect.
"Do not lose sight of how insidious this is," Xtract says, "not
only is this RP 'capacity' wholly unearned, the company is
rewarding itself with a covenant suspension because it is being
sold to a new sponsor. Investors should expect and demand more.
We have not seen this before, and we urge prospective investors to
reject it before it becomes part of the deal or any other."
APX Group, Inc., intends, subject to market and other conditions,
to offer $400,000,000 aggregate principal amount of its Senior
Notes due 2024 (the "New Notes") in a private placement. The
Issuer intends to use the net proceeds from the New Notes offering
to redeem up to $150 million aggregate principal amount of
outstanding 6.375% Senior Secured Notes due 2019 (the "2019 Notes")
and pay the related accrued interest and redemption premium, and to
pay all fees and expenses related thereto and any remaining net
proceeds for general corporate purposes, including the repayment of
outstanding borrowings under the Company's revolving credit
facility. The partial redemption of the 2019 Notes is conditioned
on the consummation of the Notes offering.
Lawyers at Simpson Thacher & Bartlett LLP are advising APX in
dealings with the company's bondholders and lenders.
About APX Group Holdings
Founded in 1999 and based in Provo, Utah, APX Group Holdings, Inc.,
engages in the sale, installation, servicing, and monitoring of
smart home and security systems, primarily in the United States and
Canada. Its products and services allow subscribers to remotely
control, monitor, and manage their homes from any smart device. In
addition, APX Group -- http://www.vivint.com/-- provides cloud
storage solutions, including the Vivint Smart Drive.
APX Group had $2.588 billion in total assets against $2.915 billion
in total liabilities as of March 31, 2017.
APX reported a net loss of $82.64 million on $205.4 million of
revenue in three months ended March 31, 2017, compared with a net
loss of $45.09 million on $174.3 million of revenue in the same
period in 2016.
According to preliminary results released July 25, 2017, the
Company expects to report a net loss of estimated to be between
$87.0 million and $83.0 million on revenue of between $210.0
million and $214.0 million for the quarter ended June 30, 2017.
ARCONIC INC: Posts $212 Million Net Income for Second Quarter
-------------------------------------------------------------
Arconic Inc. reported results for the second quarter of 2017, for
which the Company reported revenue of $3.3 billion, up 1% year over
year, driven by higher volumes across all business segments as well
as higher aluminum prices. Adjusting for Tennessee packaging,
revenues were up 5% year over year.
Net income attributable to Arconic in the second quarter of 2017
was $212 million, or $0.43 per share. The results include $47
million in special items, including a gain on the debt-for-equity
exchange of Alcoa Corporation shares, which is intended to qualify
as generally tax-free to Arconic for U.S. federal income tax
purposes. This was partially offset by costs associated with the
early redemption of debt; proxy, advisory and governance-related
costs; and restructuring-related charges.
Excluding special items, second quarter 2017 adjusted income was
$165 million, or $0.32 per share. All segments delivered higher
volumes while maintaining focus on cost reduction savings.
Annualized return on net assets (RONA) was 8.7% based on the
results of the first half of 2017.
Second quarter Consolidated adjusted EBITDA was $444 million, up 3%
year over year. Consolidated adjusted EBITDA excluding special
items was $486 million, up 2% year over year. Adjusted EBITDA
margin excluding special items was 14.9%, up 20 basis points year
over year.
"Arconic delivered another solid quarter. The business increased
revenue and profitability, continued to expand margins and take out
cost. We ended the first half of 2017 with significantly less
debt, a strong cash position and good liquidity. We are pleased to
update our guidance for the year, reflecting our increased
confidence in 2017 performance," said Arconic Interim Chief
Executive Officer David Hess.
As of June 30, 2017, Arconic had $19.10 billion in total assets,
$13.35 billion in total liabilities and $5.75 billion in total
equity.
Reynobond PE
Reynobond PE, one of Arconic's building and construction products,
was one component of the overall cladding system installed on
Grenfell Tower in London, the site of last month's tragic fire.
The Company's Reynobond products, including Reynobond PE, are
permitted to be used in accordance with local codes and regulations
in the United States, UK and other countries around the world.
Cladding systems contain various components selected and put
together by architects, contractors, fabricators and building
owners, and those parties are responsible for ensuring that the
cladding systems are compliant under the appropriate codes and
regulations. As it relates to Arconic's position in the supply
chain, the Company believes it has been compliant in the sale of
its product. Given the tragedy at Grenfell Tower, and out of an
abundance of caution as Arconic does not control the ultimate
design and installation of the final cladding system, the Company
announced on June 26th that it would no longer sell the PE product
for use in high-rise construction -- regardless of the local codes
and regulations.
Mr. Hess said, "We extend our deepest sympathies to those who have
lost so much. Everyone at Arconic continues to keep them in our
thoughts. And importantly, we remain committed to supporting the
investigations that are seeking an outcome that makes it unlikely
that a similar tragedy will ever recur."
Engineered Products and Solutions (EP&S)
EP&S reported revenue of $1.5 billion, up 1% year over year, and
Adjusted EBITDA of $310 million, down $19 million year over year.
Increased volume and continued net cost savings (excluding engine
ramp-up costs) were more than offset by unfavorable mix and price.
While a headwind year over year, ramp-up costs were down
sequentially in the second quarter, both in absolute dollars and as
a percent of volume. The segment's Adjusted EBITDA margin was
20.9%, down 160 basis points year over year.
Global Rolled Products (GRP)
GRP reported revenue of $1.3 billion, a decrease of 4% year over
year, which includes the Tennessee packaging business. Adjusting
for Tennessee packaging, GRP revenue was up 8% year over year.
Adjusted EBITDA was $164 million, up $1 million year over year, an
improvement driven by net cost savings and automotive volume and
partially offset by reduced aerospace wide-body build rates,
airframe destocking and pricing pressure in regional specialties.
The segment's Adjusted EBITDA margin was 12.9%, up 50 basis points
year over year.
In the second quarter, Arconic continued progress towards
streamlining and simplifying its cost structure. In GRP, these
efforts are expected to save $15 million in 2018 and create a
leaner business well positioned to deliver growth.
Transportation and Construction Solutions (TCS)
TCS delivered revenue of $501 million, an increase of 7% year over
year, and Adjusted EBITDA of $82 million, up $6 million year over
year, as volume and net cost savings more than offset pricing
pressure in the heavy-duty truck market. The segment's Adjusted
EBITDA margin was 16.4%, up 10 basis points year over year.
Balance Sheet
Arconic ended the second quarter of 2017 with cash on hand of $1.8
billion. Cash from operations was $217 million, and free cash flow
was $91 million. Cash used for financing activities totaled $860
million, reflecting cash payments for the early redemption of debt,
and cash used for investing activities was $125 million.
Since the start of the year, Arconic has reduced its long-term debt
by approximately $1.25 billion.
A full-text copy of the press release is available for free at:
https://is.gd/1E8Tl4
About Arconic Inc.
New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc. --
http://www.arconic.com/-- is engaged in lightweight metals
engineering and manufacturing. Arconic's products, which include
aluminum, titanium, and nickel, are used worldwide in aerospace,
automotive, commercial transportation, packaging, building and
construction, oil and gas, defense, consumer electronics, and
industrial
applications.
Arconic reported a net loss attributable to the Company of $941
million for the year ended Dec. 31, 2016, following a net loss
attributable to the Company of $322 million for the year ended Dec.
31, 2015.
ASHTON WOODS: Moody's Rates New $250 Senior Unsecured Notes Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the new $250
million of senior unsecured notes due 2025 of Ashton Woods USA,
LLC. and of its co-issuer, Ashton Woods Finance Co. Proceeds will
be used to fund a tender offer and/or redemption of up to $100
million of the company's existing senior unsecured notes due 2021,
to pay down approximately $84.4 million of the company's senior
secured revolver debt that was outstanding as of May 31, 2017, and
to augment working capital.
Ashton Woods' B3 Corporate Family Rating, B3-PD Probability of
Default, and Caa1 rating on the company's existing issue of senior
unsecured notes are unchanged by this transaction. The rating
outlook is stable.
The following rating action was taken:
Proposed new $250 million of senior unsecured notes due 2025 rated
Caa1 (LGD4)
RATINGS RATIONALE
The B3 Corporate Family Rating reflects Ashton Woods' relatively
smalize and scale compared to the national builders, thin tangible
net worth position, and a liquidity position that often includes
zero cash balances and, until recently, negative cash flows.
Additionally, the company's adjusted homebuilding debt leverage is
elevated at approximately ally 63% as of May 31, 2017, although it
is expected to trend gradually lower over the next three years from
continued earnings retention and more moderate increases in land
spend.
At the same time, the rating acknowledges the company's positive
net income generation and Moody's expectations that new order
rates, backlog and modestly rising prices will result in a
respectable earnings performance and continued modest improvement
in credit metrics. Additionally, the rating incorporates the
company's relatively conservative land strategies and occasional
equity contributions by its Canadian owners.
The company currently has a liquidity profile that is adequate,
supported by a $350 senior secured borrowing base revolver due
December 31, 2020. As of May 31, 2017, $84.4 million was drawn and
$4 million of letters of credit were outstanding, leaving, subject
to the borrowing base, $187.4 million available. Pro forma for the
note offering and pay down of the revolver, the revolver will be
undrawn, and availability, constrained by the borrowing base, will
increase to $271.8 million. However, the company's liquidity
position is somewhat lessened by projected reliance on the
revolving credit facility, as well as by frequent zero cash
balances. The company is also required to maintain compliance with
a number of financial covenants in its credit agreement, including
minimum tangible net worth, a maximum debt leverage ratio, a
minimum interest coverage ratio, minimum liquidity, and maximum
level of land supply. As of May 31, 2017, Ashton Woods was in
compliance with all its covenants, and Moody's expects the company
will remain in compliance with all its financial covenants over the
next 12 to 18 months.
The stable outlook reflects Moody's expectation that positive
momentum in the homebuilding industry will result in growth and
modest improvements in many of the company's credit metrics over
the next 12 to 18 months.
Moody's would consider an upgrade in the company's Corporate Family
Rating to B2 from B3 if tangible net worth were to grow above $500
million, Moody's-adjusted debt to book capitalization were to fall
and stay below 55%, the company were to grow its size and scale,
and if it can improved its liquidity.
Alternatively, Moody's would consider a downgrade in the company's
Corporate Family rating to Caa1 from B3 if adjusted debt leverage
were to rise above 70%, net income were to turn into net losses,
and/or liquidity were to be weakened.
Ashton Woods' new and existing notes will be guaranteed by the
company's principal operating subsidiaries. The notes are notched
below the Corporate Family Rating because of the presence -- either
actual or possible -- of a large amount of secured debt in the
capital structure.
The principal methodology used in this rating was Homebuilding And
Property Development Industry published in April 2015.
Headquartered in Atlanta, Georgia and established in 1989, Ashton
Woods USA, LLC was the third largest private homebuilder and the
18th largest among both public and private homebuilders in the U.S.
in 2016. It constructs single-family detached and attached homes,
largely for move-up buyers in Texas, Arizona, North Carolina, South
Carolina, Georgia, and Florida. For the fsical year ending May 31,
2017, Ashton Woods generated approximately $1.2 billion in revenues
and $41.6 million in both pretax and net income (an LLC does not
include a provision for income taxes). The company is
majority-owned by an affiliate of the Great Gulf Group Limited of
Canada.
ASHTON WOODS: S&P Rates New $250MM Sr. Unsecured Notes 'B-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Ashton
Woods USA LLC's proposed $250 million senior unsecured notes. The
recovery rating is '4'.
S&P said, "At the same time, we affirmed our 'B-' issue-level
ratings on the company's existing senior unsecured notes, which are
to be reduced to $250 million from $350 million as a result of the
proposed financing. We have revised the recovery rating on this
issue to '4' from '3'. The '4' recovery rating on the facilities
indicates our expectation for average (30%-50%; rounded estimate:
40%) recovery in the event of a payment default."
Ashton Woods will use the proceeds from the proposed notes to
redeem $100 million of existing senior unsecured notes due 2021,
repay certain debt outstanding under the $350 million revolving
credit facility, and pay associated fees and expenses.
The new $250 million senior unsecured notes will rank pari passu
with the company's existing $350 million senior unsecured notes due
2021, which will be reduced to $250 million.
The company has also recently increased its secured revolving
credit facility to $350 million from $285 million with a new
maturity of December 2020.
The corporate credit rating on Ashton Woods is 'B-' with a stable
outlook. For S&P's complete corporate credit rating rationale on
the company, see its summary analysis published on Jan. 17, 2017.
RECOVERY ANALYSIS
Key analytical factors
-- Given the new proposed notes and increased revolving credit
described above, S&P Global Ratings has updated its recovery
analysis on Ashton Woods.
-- Both the proposed $250 million senior unsecured notes due 2025
and the existing $350 million senior unsecured notes due 2021 (to
be reduced to $250 million) are ranked equally in terms of
priority.
-- SP estimates a gross recovery value of about $450 million,
which assumes a blended 40% discount to the assumed $758 million in
book value of inventory as of May 31, 2017.
-- The company's proposed and existing senior unsecured notes have
a recovery rating of '4', which indicates S&P's expectation for
average (30%-50%; rounded estimate: 40%) recovery.
-- The issue-level ratings on the proposed and existing senior
unsecured notes are 'B-', in line with the 'B-' corporate credit
rating and S&P's notching guidelines for a '4' recovery rating."
Simulated default assumptions
-- S&P's simulated default scenario contemplates a payment default
in late 2019.
-- Under this scenario, a U.S. economic recession drastically
affects the volume of new home sales versus S&P's forecast and
drives the company's average selling prices and deliveries back to
the low levels of the last housing downturn (2007-2010).
-- For purposes of S&P's default scenario, it assumed aggregate
borrowings of about $210 million under the revolver facility, which
is 60% usage of the $350 million commitment.
Simplified waterfall
-- Net recovery value (after 5% administrative costs): $430
million
-- Estimated priority claims (60% usage of $350 million revolving
credit facility less undrawn letters of credit): $215 million
-- Net recovery available to unsecured claims: $215 million
-- Estimated senior unsecured claims: $515 million
-- Recovery expectation: 30%-50% (rounded estimate: 40%)
Ratings List
Ashton Woods USA LLC
Corporate Credit Rating B-/Stable/--
Ratings Affirmed; Recovery Ratings Revised
To From
Ashton Woods USA LLC
Ashton Woods Finance Co.
Senior Unsecured B- B-
Recovery Rating 4(40%) 3(65%)
New Rating
Ashton Woods USA LLC
Ashton Woods Finance Co.
Senior Unsecured B-
Recovery Rating
AVENICA INC: Trustee Selling Computer Equipment for $1.5K
---------------------------------------------------------
Esther DuVal, the Chapter 11 trustee for Avenica Inc. and Gallant
Capital Markets, asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the Asset Purchase Agreement
dated June 28, 2017, with NJ Premier, Inc., in connection with the
private sale of computer and electronic equipment of de minimis
value for $1,500.
After analyzing the value of the Property to the Debtor's business,
the Trustee has determined that the Property is not of value to the
Debtor going forward, will result in unnecessary costs to the
Debtor if continued to be held and should therefore be sold
forthwith.
The Trustee contacted three auctioneers and/or liquidators to
assess interest in the Property and only the Purchaser was willing
to enter into a sale transaction for the Property. Furthermore,
due to the cost of moving and continued storage of the Property and
the Trustee's requirement that all computer hard drives undergo a
technological sanitizing process to clear them of all previous
information, or "wiped," prior to a sale of the Property, the
Trustee either needed to bear the expense of this process or
identify a party who would provide the services at no cost to the
estate.
The Purchaser is willing to bear the expense of moving and storing
the Property and has experience with "wiping" computer hard drives
such that all identifying information can be removed and certifying
that such process has been completed. Based upon the nature of the
Property and requirements of the Trustee with respect to same, the
Trustee believes that the process employed to sell the Property,
which included notifying potentially interested auctioneers and
liquidators and the filing of the Motion, is adequate and
reasonable under the circumstances and will minimize expense and
maximize value to the estate.
The salient terms of the Agreement are:
a. The Purchaser will pick up, transport to its facility, and
keep safe, at its expense, the Property;
b. The Purchaser will perform all necessary procedures to "wipe"
clean all Property requiring same (i.e, performing all necessary
technological operations to remove all information from computer
hard drives and associated hardware) in accordance with the
procedures detailed in the Agreement;
c. The Purchaser will arrange for the sale of the Property;
d. The Purchaser will be entitled to retain the first $1,500 net
profit received from the sale of the Property after permitted
expenses identified in the Agreement and will share in all proceeds
in excess of the $1,500 net profit on a 50/50 basis with the
Debtor's bankruptcy estate. This Agreement will permit the estate
to preserve and maximize the benefit of the value of the equipment
to the extent any exists, without incurring the costs associated
with the removal, storage, cleaning, and sale of same.
A lien search on Avenica was commissioned and no liens on personal
property of Avenica were reflected in the public record.
The Trustee proposes to sell the Property free of any and all
liens, claims, encumbrances and interest that may be asserted by
any third party.
The Trustee believes that selling the Property and utilizing the
services of the Purchaser is justified and appropriate. The
Purchaser is able to efficiently ensure the proper sanitizing or
"wiping" procedures of the Property and effectuate a sale of same
in the most efficient, cost-effective manner available, while
preserving the value of the Property to the estate to the extent
any value exists. Accordingly, the Trustee asks the Court to grant
the relief requested.
About Avenica Inc.
Avenica, Inc., is a service company that provides staffing and
day-to-day operations for Gallant Capital Markets, a foreign
exchange broker incorporated in the British Virgin Islands.
Avenica and Gallant sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 17-41813 and 17-41814)
on April 14, 2017. The petitions were signed by Salvatore
Bucellato, CEO.
At the time of the filing, Avenica estimated assets and
liabilities
of less than $50,000, and Gallant estimated its assets and
liabilities
at $1 million to $10 million.
Judge Elizabeth S. Stong presides over the cases.
The Debtors hired Shipkevich PLLC as their bankruptcy counsel.
On May 30, 2017, the Office of the U.S. Trustee appointed Esther
DuVal as Chapter 11 trustee for the Debtors. The appointment was
approved by the Court.
Counsel for the Trustee:
Robert M. Schechter, Esq.
PORZIO, BROMBERG & NEWMAN, P.C.
156 West 56th Street, Suite 803
New York, NY 10019-3800
BING ENERGY: Committee, FSURF Oppose Approval of Plan Outline
-------------------------------------------------------------
The official committee of unsecured creditors of Bing Energy
International, Inc., and Bing Energy International, LLC, asked a
U.S. bankruptcy court to deny approval of the companies' disclosure
statement, saying it does not provide "adequate information."
In a filing with the U.S. Bankruptcy Court for the Northern
District of Florida, the committee argued the document does not
contain any specific information concerning the litigation claims,
which are considered as the companies' primary asset.
"Creditors have a right to know what the debtors' assets are and
whether those assets are contingent, dependent or conditional," the
committee said. "The debtors do not have to give an exact dollar
value of the litigation claims but they must give an estimate."
According to the committee, the companies, through their equity
holders, have already engaged in discussions to resolve certain
litigation claims and have recently rejected a proposal that would
have paid unsecured creditors much more than what is proposed in
the plan.
"If true, such information would be crucial to an unsecured
creditor's informed decision about how to vote," the committee
argued.
The Florida State University Research Foundation Inc., an unsecured
creditor, also opposed the approval of the disclosure statement.
The creditor said the companies, through their proposed plan, seek
to assign their intellectual property rights and other assets,
including the litigation claims, to their lender in exchange for a
minimal distribution to unsecured creditors.
FSURF is represented by:
Michael Moody, Esq.
Greenberg Traurig, P.A.
101 E. College Avenue
Tallahassee, FL 32301
Tel: 678-553-2100
Fax: 678-553-2212
About Bing Energy International
Bing Energy International, LLC and Bing Energy International, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Fla. Lead Case No. 16-40323) on July 7, 2016. The petition
was signed by Dean R. Minardi, chief executive officer. At the
time of the filing, Bing Energy International, LLC estimated its
assets at $1 million to $10 million and debts at $500,000 to $1
million. Bing Energy International, Inc. estimated its assets at
$1 million to $10 million and debts at $100,000 to $500,000.
The case is assigned to Judge Karen K. Specie. The Debtors are
represented by Berger Singerman LLP. Counsel to BEI-DIP, LLC, the
DIP lender, is Osborn Group LLC.
On August 10, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Stichter Riedel Blain & Postler, P.A.
On June 7, 2017, the Debtors filed a Chapter 11 plan and disclosure
statement. The Disclosure statement provides that DIP lender
BEI-DIP, LLC, has obtained an exit financing facility of
approximately $175,000 from Prime Meridian Bank. All or some of
the members of the DIP Lender have guaranteed the exit facility.
The DIP Lender will exercise its option to convert the debt it is
owed by the Debtors into equity in the Reorganized Debtor and
inject cash into the Debtor's estates in an amount sufficient to
satisfy all allowed administrative expense claims in full, at
confirmation, and make a 1% distribution to holders of General
Unsecured Claims as of the Effective Date or as soon thereafter as
practicable and a payment of 4% payable over three years. To the
extent the Reorganized Debtors operate post-confirmation, the DIP
Lender may provide 100% of the funding that is or may be necessary
to support the operations. All interests in the Debtors will be
cancelled, and the DIP Lender will be the sole holder of interests
in the Reorganized Debtor, as of the Effective Date. As of the
Effective Date, the Reorganized Debtor will own all of the Debtors'
assets, including Bing Inc.'s 100% ownership interest in Bing LLC,
and all of Bing LLC's assets, including its ownership interests in
Nantong Bing Energy Co., Ltd., and EnerFuel2, LLC, and NOLs for
2009 to 2014.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flnb16-40322-122.pdf
BREITBURN ENERGY: Plan Filing Deadline Extended Through Sept. 12
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Breitburn Energy Partners' motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including September 12, 2017 and
November 13, 2017, respectively. As previously reported, "The
Debtors have been administering these cases economically and
efficiently and managing a coordinated plan negotiation process
consistent with the priorities of their capital structure. The
Debtors believe that this process will result in a Proposed Plan
premised on a substantial equity infusion and an approximate $1.9
billion deleveraging of the Debtors' balance sheet. The modest
extensions of the Exclusive Periods requested herein will allow
this process to be finalized in a rational manner, consistent with
the intent and purpose of chapter 11, maximize value for the
Debtors' economic stakeholders, and assure the Debtors' successful
emergence from chapter 11 and, most importantly, their long-term
viability."
About Breitburn Energy
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
The petitions were signed by James G. Jackson, executive vice
president and chief financial officer.
The Debtors are represented by Ray C Schrock, Esq., and Stephen
Karotkin, Esq., at Weil Gotshal & Manges LLP. The Debtors hired
Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The
Debtors tapped Alvarez & Marsal North America, LLC, as financial
advisor; Lazard Freres & Co. LLC as investment banker; and Prime
Clerk LLC as claims and noticing agent.
Breitburn Energy et al., are an independent oil and gas Partnership
engaged in the acquisition, exploitation and development of oil and
natural gas properties, Midstream Assets, and a combination of
ethane, propane, butane and natural gasoline that when removed from
natural gas become liquid under various levels of higher pressure
and lower temperature, in the United States. The Debtors conduct
their operations through Breitburn Parent's wholly-owned
subsidiary, Breitburn Operating LP, and BOLP's general partner,
Breitburn Operating GP LLC.
The U.S. trustee for Region 2 appointed three creditors of
Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors, and on Nov. 15, 2016,
the U.S. Trustee appointed seven creditors of Breitburn Energy
Partners LP and its affiliated debtors to serve on the official
committee of unsecured creditors.
BRUCE PITT: Foundation Homes Buying Spotsylvania Property for $62K
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will convene
a hearing on Aug. 17, 2017, at 2:00 p.m. to consider Bruce L.
Pitt's sale of real property located at 13303 Fox Chase Ln.,
Spotsylvania, Virginia, to Foundation Homes, Inc. for $62,000.
Objections, if any, must be filed no later than Aug. 14, 2017.
The Debtor, along with his non-Debtor spouse, owns the Property
which is a building lot. It is necessary for the Debtor to sell
the Property in order to raise funds to pay administrative expenses
and fund a plan of reorganization.
No appraisal of the Property has been performed for the Debtor
recently. The Property was scheduled as being worth $30,000. The
2017 tax assessment is $75,000.
The Debtor entered into Sales Contract for Land for the sale of the
Subject Property with the Buyer for a gross sales price of $62,000,
free and clear of all liens and encumbrances.
A copy the Contract attached to the Notice is available for free
at:
http://bankrupt.com/misc/Bruce_Pitt_106_Sales.pdf
All liens will be satisfied from the sale proceeds. Apart from
customary adjustments for taxes, the Subject Property is
unencumbered. Other than real estate taxes and standard closing
costs including recordation and transfer taxes, the only deduction
from the purchase price is a real estate agent commission for which
a separate application will be filed.
The Debtor has extensively marketed the Property, showing it
through his agent to several potential buyers, and thoroughly
evaluated his options regarding the sale. As a result thereof, the
Debtor believes that the offer represents the highest and best
offer for the Property.
Counsel for Debtor:
Daniel M. Press, Esq.
CHUNG & PRESS, P.C.
6718 Whittier Ave., Suite 200
McLean, VA 22101
Telephone: (703) 734-3800
Facsimile: (703) 734-0590
E-mail: dpress@chung-press.com
Bruce L. Pitt sought bankruptcy protection (Bankr. D. Md. Case No.
16-00314) on Jan. 20, 2016.
CAESARS ENTERTAINMENT: Nears Emergence as Shareholders OK Merger
----------------------------------------------------------------
Caesars Entertainment Corporation (NASDAQ: CZR) ("Caesars
Entertainment") and Caesars Acquisition Company (NASDAQ: CACQ)
("Caesars Acquisition") announced July 25 that stockholders of both
companies voted to approve the previously announced merger of
Caesars Entertainment and Caesars Acquisition (the "Merger").
Pending final regulatory approvals and the other conditions
described below, Caesars Acquisition will merge with and into
Caesars Entertainment. Each of the companies held a special
meeting of stockholders earlier July 25.
The Merger (and merger agreement amongst the companies) received
the affirmative vote of 87.8 percent of Caesars Entertainment's
outstanding shares of common stock as of the June 19, 2017 record
date for the special meeting and the affirmative vote of 95.2
percent of Caesars Acquisition's outstanding shares of common stock
as of the June 19, 2017 record date for the special meeting.
Stockholders of Caesars Entertainment also approved a number of
other matters related to the restructuring of Caesars Entertainment
Operating Company, Inc. ("CEOC" ) and its emergence from
bankruptcy.
"Receipt of these stockholder approvals is an important milestone
to complete the merger of Caesars Entertainment and Caesars
Acquisition and conclude the restructuring of Caesars Entertainment
Operating Company," said Mark Frissora, President and Chief
Executive Officer of Caesars Entertainment. "The successful
conclusion of the restructuring will create new opportunities for
incremental investments in growth. We appreciate our stockholders'
support in voting to approve the merger."
Regulatory Approval and Other Conditions
Caesars Entertainment and CEOC continue to engage with regulators
in the jurisdictions where approvals are required for certain
aspects of CEOC's restructuring. The Merger of Caesars
Entertainment and Caesars Acquisition is subject to customary
closing conditions, including the completion of CEOC's
restructuring. CEOC's restructuring is subject to the completion of
the Merger, certain financing activities and lease documentation
and other customary closing conditions. Caesars Entertainment
currently anticipates completing the Merger and CEOC's
restructuring in the first week of October.
About Caesars Entertainment
Caesars Entertainment Corporation ("CEC") --
http://www.caesars.com/-- is one of the world's largest casino
companies. Caesars Entertainment is mainly comprised of the
following three entities: the majority owned operating subsidiary
CEOC, wholly owned CERP and Caesars Growth Properties, LLC, ("CGP
LLC"), in which we hold a variable economic interest. Since its
beginning in Reno, Nevada, 79 years ago, CEC has grown through
development of new resorts, expansions and acquisitions and its
portfolio of subsidiaries now operate 47 casinos in 13 U.S. states
and five countries. Caesars Entertainment's resorts operate
primarily under the Caesars, Harrah's and Horseshoe brand names.
Caesars Entertainment's portfolio also includes the London Clubs
International family of casinos.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 signed an Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates filed Chapter 11 bankruptcy petitions
(Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC
disclosed total assets of $12.3 billion and total debt of $19.8
billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Judge Benjamin Goldgar presides over the cases.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee. The Unsecured Claimholders' Committee tapped Proskauer
Rose LLP as counsel. The Second Priority Noteholders Committee
retained Jones Day as counsel.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors. Under the terms of the Plan, CEOC will
emerge from bankruptcy, separating virtually all of its U.S. based
real property assets from its gaming operations. Caesars
Entertainment will continue to own and manage the gaming
operations. The real property assets will be held in a newly
created real estate investment trust ("REIT") owned by certain of
CEOC's creditors.
A list of properties owned and/or managed by CEOC is available at
http://www.ceocrestructuring.com/properties
CARESTREAM DENTAL: Moody's Assigns B3 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to Carestream
Dental Equipment, Inc. Moody's also assigned a B2 rating to the
company's proposed $375 million senior first lien term loan and $80
million revolver. The rating outlook is stable.
Carestream Dental comprises the digital dental equipment and
practice management software businesses of Carestream Health, Inc.
(B3 stable). The company is being acquired in a 'carve out'
transaction by Clayton Dubilier & Rice and CareCapital Advisors.
Proceeds from this offering, a (unrated) $165 million second lien
term loan and $306 million equity contribution will be used to
finance the acquisition of Carestream Dental.
Ratings assigned:
Carestream Dental Equipment, Inc.:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
First Lien Revolver due 2022 at B2 (LGD 3)
First Lien Term Loan due 2024 at B2 (LGD 3)
Rating outlook: stable
RATINGS RATIONALE
Carestream Dental's B3 Corporate Family Rating reflects Moody's
expectations that leverage will remain above six times over the
12-18 months following the LBO. Moody's estimates that pro-forma
leverage at closing will be in the mid six times range. The rating
also reflects its small absolute size based on revenue and
competition with larger firms, many of which have substantially
greater resources. The rating also reflects the company's lack of
history as a stand-alone company and execution risk associated with
the separation from Carestream Health. Carestream Dental benefits
from its good market position in digital dental equipment, which
Moody's expects will grow due to favorable market trends within the
dental sector. The company's practice management software segment
provides stable and predictable earnings, given the essential
nature of the product and high switching costs for its clients.
The B2 rating assigned to the first lien senior secured credit
facilities reflect their senior position in the capital structure,
and the benefit of loss absorption provided by the second lien term
loan.
The stable rating outlook reflects Moody's view that Carestream
Dental will remain highly leveraged, though the rating agency
expects some modest improvement in metrics. The stable outlook also
reflects Moody's expectations that Carestream Dental will
successfully transition to a stand alone company.
Carestream Dental's ratings could be upgraded if it increases its
scale and geographic diversification. The company would also need
to successfully execute the transition to a stand alone company.
Additionally, debt/EBITDA would need to be sustained below
debt/EBITDA below 5.5 times before Moody's would consider an
upgrade.
Carestream Dental's ratings could be downgraded if revenues or
profitability weaken, if company has challenges transitioning to a
stand-alone company, or if its liquidity deteriorates.
The principal methodology used in these ratings was Medical Product
and Device Industry, published in June 2017.
Carestream Dental, headquartered in Atlanta, Georgia, is a
manufacturer of imaging systems and provider of practice management
software for general and specialist dental practices.
CARESTREAM DENTAL: S&P Assigns 'B' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Carestream Dental Parent Ltd. The rating outlook is stable.
S&P said, "At the same time, we assigned a 'B' issue-level rating
to subsidiary Carestream Dental Equipment Inc.'s first-lien secured
debt, which consists of an $80 million revolver and a $375 million
term loan. The recovery rating on this debt is '3', indicating our
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of payment default. Subsidiary Elapid Merger
Sub. Inc., which will be renamed Practiceworks Inc. upon
transaction close, is a co-borrower on the $80 million revolver."
Carestream Dental operates in two segments. The digital dental
imaging equipment business generated 74% of revenue in 2016, and
consists of various 2D and 3D X-ray and other imaging equipment for
use by dental professionals. The company's dental practice
management software (DPMS; 26% of 2016 revenue) is a comprehensive
software solution for administrative management of dental
practices.
S&P said, "The stable outlook on Carestream Dental Parent Ltd.
reflects our expectation that, despite positive EBITDA growth and
steady cash flow generation, the company's adjusted debt leverage
will remain above 5x over the next 12 months given the company's
scale and given the company's financial sponsor ownership.
"We could lower the rating if Carestream Dental experiences
significantly higher-than-expected stand-alone costs, erosion of
its competitive position, or a sharp revenue decline during periods
of economic weakness that results in meaningful revenue loss or a
significant contraction in EBITDA that results in negligible free
cash flow. This scenario would entail a margin contraction of about
400 basis points. Under this scenario, we could lower the rating to
'B-'.
"We could raise the rating if we expect the company to sustain
leverage below 5x and FFO to total debt of above 12%. While the
company could achieve these metrics if it improved margins by about
550 basis points above our base-case expectation, we would likely
view any improvement in credit metrics as temporary given the
company's financial sponsor ownership."
CARLOS DE LA GARZA JR: Selling San Antonio Property for $565K
-------------------------------------------------------------
Carlos A. De La Garza, Jr., and Janice B. De La Garza ask the U.S.
Bankruptcy Court for the Western District of Texas to authorize the
sale of real property located at 9621 Rochelle Road, San Antonio,
Texas, and more particularly described as Lot 19, Block R, NCB
14670, BLK R LOT 19, San Antonio, Bexar County, Texas, to Douglas
P. Hanson and Heather S. Hanson Revokable Trust for $565,000.
The Debtors propose to sell the real property to the Buyer free and
clear of all liens, claims and encumbrances, with any liens, claims
and encumbrances to attach to the proceeds of the sale.
The Debtors believe that the sales price approximates the real
property's market value in the context of such a sale, and is of a
reasonable value based upon the asset proposed to be sold and its
marketability.
The real property is encumbered by (i) real property taxes of
$15,000; and (ii) a federal tax lien of $2,423,263 (IRS). From the
proceeds of the sale, the Debtors propose to pay the Bexar County
Real property taxes in the approximate amount of $15,000 and the
remainder of the sale proceeds will be paid to the IRS for the
federal tax lien.
The sale is scheduled to close as soon as possible.
The Debtors believe that the sale of the asset is in the best
interest of the Estate and all creditors and parties in interest.
The Debtors will not receive any funds at closing.
Counsel for the Debtors:
James S. Wilkins, Esq.
WILLIS & WILKINS, L.L.P.
711 Navarro Street, Suite 711
San Antonio, Texas 78205-1711
Telephone: (210) 271-9212
Facsimile: (210) 271-9389
Carlos A. De La Garza, Jr. and Janice B. De La Garza sought
Chapter
11 protection (Bankr. W.D. Tex. Case No. 16-50471) on Feb. 29,
2016.
CHESASPEAKE ENERGY: 2.75% & 2.50% Conv. Notes Delisted from NYSE
----------------------------------------------------------------
The New York Stock Exchange LLC notified the Securities and
Exchange Commission regarding the removal from listing or
registration of Chesapeake Energy Corp.'s 2.75% Contingent
Convertible Senior Notes due Nov. 15, 2035, and 2.50% Contingent
Convertible Senior Notes due May 15, 2037, on the Exchange.
About Chesapeake Energy
Chesapeake Energy Corporation (NYSE: CHK) is a petroleum and
natural gas exploration and production company headquartered in
Oklahoma City, Oklahoma. The company was founded in 1989 by Aubrey
McClendon and Tom L. Ward with only a $50,000 initial investment.
As of Dec. 31, 2016, it owned interests in approximately 22,700 oil
and natural gas wells. It has positions in resource plays of the
Eagle Ford Shale in South Texas, the Utica Shale in Ohio, the
Anadarko Basin in northwestern Oklahoma and the stacked pay in the
Powder River Basin in Wyoming. Its natural gas resource plays are
the Haynesville/Bossier Shales in northwestern Louisiana and East
Texas and the Marcellus Shale in the northern Appalachian Basin in
Pennsylvania.
Chesapeake Energy reported a net loss available to common
stockholders of $4.92 billion on $7.87 billion of total revenues
for the year ended Dec. 31, 2016, compared to a net loss available
to common stockholders of $14.85 billion on $12.76 billion of total
revenues for the year ended Dec. 31, 2015. As of March 31, 2017,
Chesapeake had $11.69 billion in total assets, $12.90 billion in
total liabilities, and a $1.2 billion total deficit.
* * *
In January 2017, S&P Global Ratings raised its corporate credit
rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the
ratings from CreditWatch with positive implications where S&P
placed them on Dec. 6, 2016. The rating outlook is positive.
Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service.
CHF-COOK LLC: S&P Lowers 2015A/B Housing Bonds Rating to 'B'
------------------------------------------------------------
S&P Global Ratings lowered its long-term rating two notches, to 'B'
from 'BB-' on Illinois Finance Authority's series 2015A and 2015B
student housing revenue bonds, issued on behalf of CHF-Cook LLC, a
not-for-profit corporation organized for the sole purpose of
constructing student housing for Northeastern Illinois University
(NEIU or the university) on its campus. The outlook is negative.
"The rating action follows our downgrade of NEIU's debt to 'B' from
'BB' today," said S&P Global Ratings credit analyst Ashley
Ramchandani. (See the article, "Northeastern Illinois University
Debt Rating Lowered Three Notches To 'B' On Budget Uncertainty; On
Watch Neg".)
S&P said, "The CHF-Cook 2015B bond downgrade reflects our view that
the university's vulnerable enrollment and demand profile could
pressure occupancy levels. It also reflects our opinion that the
current lack of state appropriations significantly inhibits the
university's ability to provide legally available nonappropriated
funds to support the housing project in the event that it fails to
meet break-even occupancy and violates its debt service coverage
covenant of 1.2x."
The approximately $38.9 million in series 2015 bond proceeds were
used to finance the design, development, construction, and
equipment of a 440-bed student housing facility on NEIU's campus.
The 2015 bonds are nonrecourse obligations of CHF-Cook, secured by
the net revenues of the housing project funded by the bonds. A
leasehold mortgage and security agreement provides additional
security for bondholders to supplement the pledge of the new
housing complex revenues. Additionally, NEIU is obligated to
provide revenue support to ensure break-even occupancy levels using
legally available funds.
CHURCH AND STATE: In Chapter 11 Due to Suit; Bistro Remains Open
----------------------------------------------------------------
EATER reports that Church and State, LP, operator of a French
bistro in the Arts District in downtown Los Angeles, sought Chapter
11 protection due to the costs of defending itself from litigation
commenced by a former employee over alleged wage and hours
violation.
A former employee filed a suit against the Company five years ago
and the suit remains pending. The Debtor, according to EATER,
reportedly tried to settle for around $150,000, but the plaintiff
has been asking for $1 million instead, and possibly trying to turn
the suit into a class-action filing as well.
"When the cost of the litigation -- in both time and money –
started to negatively impact the business, we decided to file for
bankruptcy to reorganize our finances", owner Yassmin Sarmadi told
EATER.
"The restaurant remains open, and we remain focused on giving our
customers what they have come to expect from us: food and service
of the highest quality."
About Church and State
Church and State, LP -- http://www.churchandstatebistro.com-- is a
French bistro located in the Arts District of downtown Los Angeles.
When the doors first swung open to welcome diners in September of
2008, it was one of the first restaurants to open in the now
bustling Arts District. Church & State is located on the ground
floor of the original NABISCO bakery and offices, built in 1925,
occupying what was once the loading dock of the National Biscuit
Company.
Church and State, LP, filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. No. 17-18767) on July 18, 2017. The petition was
signed by Yassmin Sarmadi, president and general partner. The
Debtor estimated assets of $500,000 to $1 million and debt of $1
million to $10 million.
The Hon. Barry Russell is the case judge.
Matthew A Lesnick, Esq., at Lesnick Prince & Pappas LLP, in Santa
Monica, California, serves as counsel to the Debtor.
COLUMBIA LAWRENCE: Stake in Columbia Tower Up for Auction Aug. 1
----------------------------------------------------------------
West 126th Street Mezz Lender LLC ("secured party") will offer for
sale at a public auction and sell to the highest qualified bidder
on Aug. 1, 2017, at the office of Cole Schotz, P.C., 1325 Avenue of
the Americas, 19th Floor, New York, New York, under Section 9-610
of the Uniform Commercial Code as enacted in the State of New York,
all of the secured party's right, title, and interest as a secured
creditor of Columbia Lawrence Holdings 1 LLC, and Columbia Lawrence
Holdings 2 LLC ("Debtors") in 100% of the membership interest in
126 Columbia Tower 1 LLC and 126 Columbia Tower 2 LLC, pledged to
secured party by the Debtors.
The principal asset of the Debtors is 100% of the limited liability
company interest in the issuer and certain related rights and
property relating thereto. Secured party is informed and believes
that the issuer owns certain real property know as: 402-410,
412-414, 416-418, 420 and 422 West 126th Street, NY, NY; 429 West
126th Street, NY, NY.
This sale will be held to enforce the rights of the secured party
under a mezzanine loan agreement dated as of Nov. 19, 2015, and
those certain two LLC membership interest pledged agreements dated
as of Nov. 19, 2015, executed by the Debtors, in favor of the
secured party.
Any parties interested in further information about the collateral,
becoming a qualified bidder, and the terms of the sale should
contact:
Jonathan Cuticelli
Sheldon Good & Company
Tel: (800) 516-0015
Email: jpcuticelli@sheldongood.com
Any prospective bidder must satisfy the requirements to be a
qualified bidder by no later than 9:00 a.m., on Aug. 1, 2017.
COMPUWARE CORP: S&P Hikes Rating on 2nd Lien Term Loan to 'B-'
--------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Detroit-based
application performance management and mainframe application
developer Compuware Corp.'s second-lien term loan to 'B-' from
'CCC+' and revised the recovery rating to '5' from '6'. The '5'
recovery rating reflects our expectation for modest recovery (10%
to 30%; rounded estimate: 15%) in the event of payment default.
S&P said, "Compuware plans to issue a $200 million incremental
first-lien term loan, which we expect it to use along with $50
million in cash from the balance sheet to prepay $233 million of
the second-lien term loan. Thus, second-lien lenders could expect a
higher recovery in our simulated default scenario. The issue-level
rating on the first-lien debt (including the $200 million add-on)
is being affirmed at 'B'. The '3' recovery rating reflects our
expectation for meaningful recovery (50% to 70%; rounded estimate:
50%) in the event of payment default."
S&P related, "The proposed transaction does not affect our 'B'
corporate credit rating on Compuware. We view this transaction as
roughly leverage neutral. The corporate credit rating reflects high
leverage, dependence on the mainframe market, which is in secular
decline and accounts for roughly 50% of EBITDA, participation in
the APM market, which is fragmented and highly competitive, and the
lack of a track record operating under its current cost structure.
Partly offsetting these risks are a large percentage of recurring
revenue (more than 70% of total revenue) with high renewal rates, a
diverse customer base, high switching costs, especially for
mainframe customers, and strong product offerings in the growing
APM market."
RECOVERY ANALYSIS
Key analytical factors
S&P said, "Our simulated default scenario assumes a default in 2020
due to operational and sales execution missteps, unproductive
research and development spending, and weak economic conditions
that precipitate customer losses and lower renewal rates. We have
valued the company as a going concern to estimate recovery because
we believe that following a payment default, the company is likely
to be reorganized rather than liquidated, as good recurring revenue
makes it a viable business.
"We apply a conservative 6x EBITDA multiple to our assumed
distressed emergence EBITDA of $165 million to arrive at a gross
enterprise value of approximately $975 million."
Simulated default assumptions
-- Simulated year of default: 2020
-- EBITDA at emergence: $165 million
-- EBITDA multiple: 6x
-- Revolving facility utilization at default: 85%
-- Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $930
million
-- Valuation split in % (obligors/nonobligors): 50/50
-- Value available for first-lien debt claims: $905 million
(inclusive of collateral available to secured debt and unpledged
value from nonobligors)
-- Secured first-lien debt claims: $1,660 million
-- Recovery expectations: 50% to 70% (rounded estimate: 50%)
-- Value available for second-lien debt claims: $20 million
-- Secured second-lien debt claims: $125 million
-- Recovery expectations: 10% to 30% (rounded estimate: 15%)
All debt amounts include six months of prepetition interest.
RATINGS LIST
Compuware Corp.
Corporate Credit Rating B/Stable/--
Ratings Affirmed
Compuware Corp.
Senior Secured B
Recovery Rating 3 (50%)
Upgraded; Recovery Rating Revised
Compuware Corp.
Senior Secured To From
$460 million 2nd lien term ln due 2022 B- CCC+
Recovery Rating
CTI BIOPHARMA: Appoints Industry Veteran Laurent to Board
---------------------------------------------------------
CTI BioPharma Corp. announced that Laurent Fischer, M.D. has been
appointed a director of the Company effective July 21, 2017. Dr.
Fischer has more than 20 years experience in developing and
commercializing novel medicines in the biopharmaceutical industry
and currently serves as liver therapeutic area head at Allergan
following its acquisition of Tobira Therapeutics in 2016 where he
previously served as chief executive officer.
"Laurent has significant experience developing and commercializing
novel medicines and a track record of creating value for
shareholders. We are pleased to have him join the Board and look
forward to working with him," said Adam R. Craig, M.D., Ph.D.,
president and CEO of CTI BioPharma.
Dr. Fischer was appointed senior vice president, head of the Liver
Therapeutic Area at Allergan following the acquisition of Tobira
Therapeutics. Dr. Fischer has served as a senior advisor on the
Frazier Healthcare Partners' Life Sciences team since March 2017.
He was previously chairman and CEO of Jennerex, Inc., a company
with a first-in-class oncolytic immunotherapy for Liver Cancer
acquired for $150 million by Sillajen. He was co-founder,
president and CEO of Ocera Therapeutics and held senior positions
at DuPont-Merck, DuPont Pharmaceuticals, and Hoffmann-La Roche in
liver disease, virology and oncology. Dr. Fischer received his
undergraduate degree from the University of Geneva and his medical
degree from the Geneva Medical School, Switzerland.
"I look forward to working with the CTI BioPharma team and my
fellow Board members on pacritinib and other programs," said Dr.
Fischer. "I am impressed with the commitment of the company to
address important areas of unmet medical needs for patients and
enhancing shareholder value."
Dr. Fischer will be compensated for his service on the Board in
accordance with the Company's Director Compensation Policy as in
effect from time to time. In connection with his appointment to
the Board, Dr. Fischer was granted, effective July 21, 2017, a
stock option grant under the Company's 2017 Equity Incentive Plan
to purchase 50,000 shares of common stock of the Company at a per
share exercise price equal to the closing trading price of a share
of the Company's common stock on the grant date of the award. The
stock options have a maximum term of ten years from the date of
grant and will vest on the first to occur of (1) July 21, 2018, (2)
immediately prior to the first annual meeting of the Company’s
shareholders that occurs in 2018 and at which one or more members
of the Board are to be elected, or (3) immediately prior to the
occurrence of a Change in Control (as such term is defined in the
Plan), subject to Dr. Fischer's continued service through such date
or event.
About CTI BioPharma
CTI BioPharma Corp. is a biopharmaceutical company focused on the
acquisition, development and commercialization of novel targeted
therapies covering a spectrum of blood-related cancers that offer a
unique benefit to patients and healthcare providers. CTI BioPharma
has a late-stage development pipeline, including pacritinib for the
treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington. For additional information
and to sign up for email alerts and get RSS feeds, please visit
www.ctibiopharma.com.
PIXUVRI is a registered trademark of CTI BioPharma Corp.
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million on $57.40 million of total revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common shareholders of $122.6 million on $16.11 million of total
revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, CTI Biopharma had $44.66 million in total
assets, $55.03 million in total liabilities and a $10.37 million
total shareholders' deficit.
"We will need to continue to conduct research, development, testing
and regulatory compliance activities with respect to our compounds
and ensure the procurement of manufacturing and drug supply
services, the costs of which, together with projected general and
administrative expenses, is expected to result in operating losses
for the foreseeable future. Additionally, we have resumed primary
responsibility for the development and commercialization of
pacritinib as a result of the termination of the Pacritinib License
Agreement in October 2016, and we will no longer be eligible to
receive cost sharing or milestone payments for pacritinib's
development from Baxalta Incorporated and its affiliates, or
Baxalta, which is now part of Shire plc. We have incurred a net
operating loss every year since our formation. As of March 31,
2017, we had an accumulated deficit of $2.2 billion, and we expect
to continue to incur net losses for the foreseeable future.
"Our available cash and cash equivalents were $33.3 million as of
March 31, 2017. We believe that our present financial resources,
together with payments projected to be received under certain
contractual agreements and our ability to control costs, will only
be sufficient to fund our operations into the third quarter of
2017. This raises substantial doubt about our ability to continue
as a going concern," the Company stated in its quarterly report for
the period ended March 31, 2017.
CYTORI THERAPEUTICS: Releases Data From Phase III Trial of Habeo
----------------------------------------------------------------
Cytori Therapeutics, Inc., announced top-line, preliminary data
from its Phase III pivotal STAR trial of Habeo Cell Therapy in
patients with scleroderma. The U.S. multi-center STAR trial
enrolled and evaluated 88 patients with scleroderma, including 51
patients within the diffuse cutaneous subset and 37 with limited
cutaneous scleroderma. While the primary endpoint did not reach
statistical significance at 24 or 48 weeks, the trial data reported
clinically meaningful improvement in the primary and secondary
endpoints of both hand function and scleroderma-associated
functional disability, for Habeo treated patients compared to
placebo, in a subgroup of patients with diffuse cutaneous
scleroderma.
In the combined study population, the primary endpoint,
specifically mean improvement in the Cochin Hand Function Score,
did not show statistical difference between treated patients and
those receiving placebo at 24 weeks and 48 weeks as determined by
both analysis of covariance and mixed model repeated measure
analysis. The Raynaud's Condition Score, a secondary endpoint,
improved in both the treatment and placebo group but was not
statistically different between the Habeo-treated and placebo
groups.
However, in the pre-specified subgroup analysis of patients with
diffuse cutaneous scleroderma, a more severe form of the disease,
improvements in the Cochin Hand Function Score and the Health
Assessment Questionnaire-Disability Index (HAQ-DI), a measure of
functional disability and an important secondary endpoint, met or
exceeded the published criteria for minimally important clinical
differences in these measures (6.5 points for Cochin1, 0.22 points
for HAQ-DI2).
In general, the adverse events were rated as mild to moderate in
the majority of cases and there were no significant safety issues
identified for Habeo or the procedure itself (including liposuction
and finger injection in the placebo group) during the trial.
After Cytori reviews the complete data set from the STAR trial,
Cytori plans to work collaboratively with trial investigators,
patient advocates and the regulatory bodies in Cytori's key
markets, to evaluate the next steps for Habeo Cell Therapy.
The STAR trial was a prospective, double-blind, randomized,
multicenter, parallel-group Phase III pivotal study assessing the
safety and efficacy of a single, subcutaneous administration of
Habeo Cell Therapy (40 million cells per subject) into the fingers
of patients with hand dysfunction due to scleroderma. The subjects
were randomized 1:1 to receive either Habeo Cell Therapy or
placebo. Investigators conducted final assessments at 48 weeks.
The primary study endpoint was improvement in the Cochin Hand
Function Score, a self-reported measure of hand function, which was
assessed at 24 and 48 weeks. The Cochin score is based on 18
questions relating to hand function; each question is graded on a
0–5 scale, with a total score of 90 points reflecting maximal
disability. The Health Assessment Questionnaire-Disability Index
(HAQ-DI), a measure of functional disability and a secondary
endpoint in the STAR trial, consists of questions pertaining to
activities of daily living graded on a 0–3 scale (with 3
representing "unable to perform"); the HAQ-DI also includes several
visual analog scales (VAS) for different body systems. The
Raynaud's Phenomenon condition score, a secondary endpoint in the
STAR trial, is a patient reported outcome measure asking the
patients how much difficulty they had with their Raynaud's symptoms
over the past 24 hours graded on a scale of 0 - 10 with 0 being no
difficulty and 10 being extreme difficulty.
A full-text copy of the Form 8-K report is available for free at:
https://is.gd/BZlemm
About Cytori
Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- provides patients and physicians
around the world with medical technologies, which harness the
potential of adult regenerative cells from adipose tissue. The
Company's StemSource(R) product line is sold globally for cell
banking and research applications.
Cytori reported a net loss of $22.04 million for the year ended
Dec. 31, 2016, compared to a net loss of $18.74 million for the
year ended Dec. 31, 2015. As of March 31, 2017, Cytori had $29.77
million in total assets, $22.40 million in total liabilities and a
$7.36 million in total stockholders' equity.
BDO USA, LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has suffered
recurring losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
D.J. SIMMONS: Trustee Taps Fairfield and Woods as Legal Counsel
---------------------------------------------------------------
The Chapter 11 trustee for D.J. Simmons Company Limited Partnership
and its affiliates seeks approval from the U.S. Bankruptcy Court in
Colorado to hire legal counsel.
In his applications, Edward Cordes proposes to hire Fairfield and
Woods P.C. to, among other things, give legal advice regarding the
administration of the Debtors' cases; analyze the value of their
assets; and participate in the formulation of a plan of
reorganization.
Caroline Fuller, Esq., the attorney who will be handling the cases,
will charge an hourly fee of $465.
Ms. Fuller disclosed in a court filing that her firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Fairfield and Woods can be reached through:
Caroline C. Fuller, Esq.
Fairfield and Woods P.C.
1801 California, Suite 2600
Denver, CO 80202
Tel: (303) 830-2400
Email: cfuller@fwlaw.com
About D.J. Simmons
Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas
exploration and production company.
D.J. Simmons and its affiliates have oil and natural gas reserves
from approximately 100 wells operated by the company, and 500 wells
operated by third parties in Colorado, New Mexico, Utah, and Texas.
Kimbeto Resources, LLC, owns 13 wells in Rio Arriba County, New
Mexico. DJS, Inc., also operates the wells owned by Kimbeto. D.J.
Simmons Company Limited Partnership holds most of the oil and gas
and other assets. Kimbeto holds oil, gas, and other related assets
on land owned by the Jicarilla Apache Tribe. DJS, Inc, operates
the assets and employs a small administrative staff.
DJS Co. LP, Kimbeto and DJS, Inc. filed Chapter 11 petitions
(Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on
March 1, 2016. The cases are jointly administered under Case
No. 16-11763.
The petitions were signed by John Byrom, president of DJS, Inc.
DJS Co. LP disclosed $9.94 million in total assets and $12.9
million in total liabilities. Kimbeto disclosed $976,190 in total
assets and $9.81 million in total liabilities.
Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the
Debtors' counsel.
Edward B. Cordes was appointed as Chapter 11 trustee. No official
committee of unsecured creditors has been appointed in the Debtors'
cases.
DIOCESE OF DULUTH: Suit vs. Insurers Transferred to District Court
------------------------------------------------------------------
Diocese of Duluth filed for bankruptcy in Dec. 2015 after a jury
found the Diocese liable for the sexual abuse of a child by a
Catholic priest. The Diocese then filed an adversary proceeding in
bankruptcy court against its insurers seeking a declaration of
coverage for claims arising from clergy sexual abuse. Defendants
Liberty Mutual Fund, Fireman's Fund Insurance Company, and The
Continental Insurance Company are some of the Diocese's insurers.
According to the parties, 125 proofs of claims have been filed
against the Diocese related to clergy sexual abuse, some of which
date back to the early 1950s. The Insurers have denied coverage.
At issue here is whether the adversary proceedings should be
withdrawn from the bankruptcy court and heard by the district
court.
The Insurers objected to Magistrate Judge Leo I. Brisbois May 17,
2017 Report and Recommendation. The Diocese of Duluth filed a
response to the objections on June 13, 2017. Based on the review of
the record, Judge Donovan W. Frank of the U.S. District Court for
the District of Minnesota grants the Defendants' motion to withdraw
reference.
Pursuant to 28 U.S.C. section 157(d), the district court may
withdraw "in whole or in part, any case or proceeding referred
under this section, on its own motion or on timely motion of any
party, for cause shown." Withdrawal is the "exception to the
general rule" and should be granted only when it is "essential to
preserve a higher interest." While section 157(d) does not define
what cause warrants withdrawal, courts have considered a range of
factors including: (1) whether the claim is core to the bankruptcy
proceedings; (2) the efficient use of judicial resources; (3) the
delay and costs to the parties; (4) uniformity of bankruptcy
administration; (5) the prevention of forum shopping; and (6) the
presence of a jury demand.
In applying these factors, the Magistrate Judge determined that:
(1) the adversary proceeding did not present core claims; (2)
withdrawal would not promote efficiency; (3) the factors of
preventing forum shopping and promoting uniformity of bankruptcy
did not "weigh strongly either in favor of or against withdrawal";
and (4) that a jury trial had been demanded. In weighing the
factors, the Magistrate Judge recommended that the proceedings stay
with the bankruptcy court. The Insurers argue that the Magistrate
Judge incorrectly concluded that withdrawal was not appropriate.
In weighing the factors, the Court concludes that withdrawing the
adversary proceeding from the bankruptcy court is appropriate. The
adversary proceeding deals with non-core claims, the parties have
demanded a jury trial, and judicial efficiency will be promoted by
withdrawing the matter because the Court will avoid numerous
motions for leave to appeal interlocutory orders.
Accordingly, the Court orders the adversary proceeding withdrawn.
Based on the files, records, and proceedings, and for the reasons
stated, Judge Frank orders that:
1. The Insurers' objections to Magistrate Judge Leo I.
Brisbois's May 17, 2017 Report and Recommendation are sustained.
2. Defendant Church Mutual Insurance Company's objections to
Magistrate Judge Leo I. Brisbois's May 17, 2017 Report and
Recommendation are denied.
3. Magistrate Judge Leo I. Brisbois's May 17, 2017 Report and
Recommendation is adopted as modified.
4. The Insurers' Motion to Withdraw Reference is granted.
5. The Adversary Proceedings, case no. 16-05012, will be
transferred to the district court and assigned to Judge Donovan W.
Frank and Magistrate Judge Leo I. Brisbois.
The adversary proceeding is Diocese of Duluth, Plaintiff, v.
LIBERTY MUTUAL GROUP, a Massachusetts corporation; CATHOLIC MUTUAL
RELIEF SOCIETY OF AMERICA, a Nebraska corporation; FIREMAN'S FUND
INSURANCE COMPANY, a California corporation; CHURCH MUTUAL
INSURANCE COMPANY, a Wisconsin corporation; and THE CONTINENTAL
INSURANCE COMPANY, an Illinois corporation, Defendants, Adv. No.
16-05012(D. Minn.).
The district court case is Diocese of Duluth, Plaintiff, v. LIBERTY
MUTUAL GROUP, a Massachusetts corporation; CATHOLIC MUTUAL RELIEF
SOCIETY OF AMERICA, a Nebraska corporation; FIREMAN'S FUND
INSURANCE COMPANY, a California corporation; CHURCH MUTUAL
INSURANCE COMPANY, a Wisconsin corporation; and THE CONTINENTAL
INSURANCE COMPANY, an Illinois corporation, Defendants, Civil No.
17-549 (DWF/LIB)(D. Minn.).
A full-text copy of Judge Frank's Memorandum Opinion and Order is
available at https://is.gd/EtFkaO from Leagle.com.
Diocese of Duluth, Plaintiff, represented by Abigail M. McGibbon --
abigail.mcgibbon@gpmlaw.com -- Gray Plant Mooty.
Diocese of Duluth, Plaintiff, represented by Bruce Alan Anderson,
Elsaesser Jarzabek Anderson Elliott & Macdonald, Chtd., pro hac
vice, J. Ford Elsaesser, Jr., Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd., pro hac vice, James Richard Murray –
Jmurray@BlankRome.com -- Blank Rome LLP, pro hac vice, Jared Zola
– Jzola@BlankRome.com --Blank Rome LLP, pro hac vice & Phillip L.
Kunkel -- phillip.kunkel@gpmlaw.com -- Gray Plant Mooty Mooty &
Bennett, PA.
Liberty Mutual Group, Inc., Defendant, represented by Kevin J.
Walsh – Kwalsh@mintz.com -- Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., pro hac vice, Kristi K. Brownson --
kbrownson@brownsonlinnihan.com -- Brownson & Linnihan & Nancy
Darlene Adams – NDAdams@mintz.com -- Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., pro hac vice.
Catholic Mutual Relief Society of America, Defendant, represented
by Christopher J. Knapp – Christopher.Knapp@btlaw.com -- Barnes &
Thornburg LLP & Connie Ann Lahn – Connie.Lahn@btlaw.com --
Fafinski Mark & Johnson, PA.
Fireman's Fund Insurance Company, Defendant, represented by Charles
E. Jones -- Charles.Jones@lawmoss.com -- Moss & Barnett, a
Professional Association.
Church Mutual Insurance Company, Defendant, represented by
Christian A. Preus, Bassford Remele.
The Continental Insurance Company, Defendant, represented by Darin
James Van Thournout -- dvanthournout@dca.law -- David Christian
Attorneys, LLC, pro hac vice, David Clayton Christian, II --
dchristian@dca.law -- David Christian Attorneys LLC, pro hac vice,
Jeanne H. Unger -- junger@bassford.com -- Bassford Remele, Jeffrey
D. Klobucar -- jklobucar@bassford.com -- Bassford Remele & Laura K.
McNally -- lmcnally@loeb.com -- Loeb & Loeb, LLP, pro hac vice.
About Diocese of Duluth
The Diocese of Duluth is headquartered in Duluth, Minnesota. It
covers northern Minnesota parishes and 10 counties with Cass to
the west, Koochiching to the north, Cook to the east and Pine to
the south.
The Diocese of Duluth sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7,
2015. The case is assigned to Judge Robert J Kressel.
The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD., in Zandpoint, Idaho. The Debtor's local counsel
is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett,
P.A., in St Cloud, Minnesota. Brad Wadsten of Edina Realty
(Wadsten) was tapped as real estate broker.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Rev.
James Bissonette, vicar general.
EC MANSFIELD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: EC Mansfield LLC
d/b/a Elitecare Emergency Room
d/b/a Elitecare 24 Hour Emergency Room=Manfield
d/b/a Elitecare 24 Hour Emergency Room
d/b/a Elitecare 24 Hour Emergency Center
d/b/a Elitecare Emergency Center
d/b/a Elitecare Emergency Room
211 Highland Cross, Suite 101
Houston, TX 77073
Business Description: EC Mansfield LLC owns an emergency care
ambulatory facility located in Mansfield,
Texas. Ec Mansfield's practice location is
listed as: 1710 Highway 287 N Mansfield, TX
76063. The Company is an affiliate
of The Tifaro Group, Ltd. that sought
bankruptcy protection on June 2, 2017
(Bankr. S.D. Tex. Case No. 17-80171).
Chapter 11 Petition Date: July 25, 2017
Case No.: 17-34452
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Debtor's Counsel: Melissa Anne Haselden, Esq.
HOOVER SLOVACEK LLP
Galleria II Tower
5051 Westheimer, Suite 1200
Houston, TX 77056
Tel: 713.977.8686
Fax: 713.977.5395
E-mail: Haselden@hooverslovacek.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patrick J. Magill, president of Magill,
PC, financial agent of the Debtor.
The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb17-34452.pdf
ENERGY FUTURE: Court Approves Timelines for Oncor Acquisition
-------------------------------------------------------------
The U.S. Bankruptcy Court on July 26, 2017, adopted key hearing
dates for future bankruptcy proceedings related to Berkshire
Hathaway Energy's offer to purchase Energy Future Holdings Corp.
(EFH) and, ultimately, Oncor Electric Delivery Company LLC.
"We are pleased with the Bankruptcy Court's decision, which
maintains the timelines set forth in our merger agreement," said
Greg Abel, Berkshire Hathaway Energy chairman, president and CEO.
"Our offer is a simple, straightforward deal that is beneficial to
Oncor's customers. Once the necessary approvals are received,
we're looking forward to Oncor joining the many Berkshire Hathaway
businesses that are helping to grow the economy in Texas."
As a member of Warren Buffett's Berkshire Hathaway Inc. family of
businesses, Oncor would receive the financial support to continue
investing capital in critical infrastructure that will make the
Texas energy grid even stronger and more reliable.
Establishing the bankruptcy court schedule was an important part of
the acquisition process. Berkshire Hathaway Energy will continue
working with stakeholders in Texas to garner additional support for
its bid for Oncor. So far, 10 major stakeholder and consumer
groups have endorsed the deal and its 47 regulatory commitments
that benefit the stakeholders in Texas.
Berkshire Hathaway Energy
Berkshire Hathaway Energy --
http://www.berkshirehathawayenergyco.com-- owns a portfolio of
locally managed businesses that share a vision for a secure energy
future, make sustainable investments to achieve that vision and had
$85 billion of assets as of Dec. 31, 2016. These businesses
deliver affordable, safe and reliable service each day to more than
11.6 million electric and gas customers and end-users around the
world and consistently rank high among energy companies in customer
satisfaction. Berkshire Hathaway Energy is headquartered in Des
Moines, Iowa, U.S.A.
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and
Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second Lien
Notes. The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc. as
financial advisor; and Charles River Associates as an energy
consultant.
On October 27, 2014, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors representing the interests of the
unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc.
The EFH/EFIH Committee is composed of (a) American Stock Transfer &
Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation,
LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as
successor-ininterest to the Estate of George Fenicle; and (e) David
William Fahy. The EFH/EFIH Committee retained Montgomery,
McCracken, Walker & Rhodes, LLP as co-counsel and conflicts
counsel; AlixPartners, LLP as restructuring advisor; Sullivan &
Cromwell LLC as counsel; Guggenheim Securities as investment
banker; and Kurtzman Carson Consultants LLC as noticing agent for
both the TCEH Committee and the EFH/EFIH Committee.
Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed, to
recommend that the Bankruptcy Court appoint a committee to, among
other things, review and report as appropriate on fee applications
and statements submitted by the professionals paid for by the
Debtors' Estates. The Fee Committee is comprised of four members:
(a) one member appointed by and representative of the Debtors
(Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed by
and representative of the TCEH Creditors' Committee (Peter Kravitz,
Principal and General Counsel, Province Capital); (c) one member
appointed by and representative of the U.S. Trustee (Richard L.
Schepacarter, Trial Attorney, Office of the United States Trustee);
and (d) one independent member (Richard Gitlin, of Gitlin and
Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as
counsel; and Phillips, Goldman & Spence, P.A. as co-counsel.
* * *
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016.
ENERGY FUTURE: SDTS Inks Exchange Agreement With Oncor Unit
-----------------------------------------------------------
InfraREIT, Inc., on July 24, 2017, announced an agreement regarding
the proposed dismissal of the pending rate case ("Rate Case") of
InfraREIT's subsidiary, Sharyland Distribution & Transmission
Services, L.L.C. ("SDTS"), and its tenant, Sharyland Utilities,
L.P. ("Sharyland"). In connection with the proposed dismissal,
SDTS also signed a definitive agreement with Oncor Electric
Delivery Company LLC ("Oncor") to exchange SDTS's retail
distribution assets for a group of Oncor's transmission assets
located in west and central Texas.
Upon transaction close:
-- Significant reduction in retail delivery rates for all of
Sharyland's retail distribution customer classes
-- SDTS and Sharyland's Rate Case will be dismissed
-- InfraREIT will focus on an electric utility transmission
strategy
-- Transmission capital expenditures for the Company expected to
be in the range of $185 million to $315 million for the period of
2017 through 2019
"Our primary focus has been to own and lease a portfolio that
enables Sharyland to meet the infrastructure needs of the growing
Texas economy and serve Sharyland's customers and communities by
providing safe, reliable and affordable power, and we believe this
proposed transaction is a win-win for all involved," said David A.
Campbell, Chief Executive Officer of InfraREIT and Sharyland. "All
of Sharyland's retail distribution customers are expected to see
significantly reduced rates under the proposed transaction. We
would like to thank the Staff of the Public Utility Commission of
Texas, the Texas Office of Public Utility Counsel and the other
parties for working diligently and constructively with the
companies to reach these agreements."
Simultaneous with the signing of the definitive agreement with
Oncor, Sharyland and SDTS entered into an agreement with certain
parties to the Rate Case, which, if approved by the Public Utility
Commission of Texas ("PUCT"), will result in the dismissal of the
Rate Case. Once the Rate Case is dismissed, SDTS and Sharyland
will continue operating under their existing regulatory structure,
and the current regulatory parameters will remain in place until
the next rate case. Sharyland and SDTS will be required to file a
new rate case in the calendar year 2020 with a test year ending
December 31, 2019.
"These agreements will allow InfraREIT to focus on an electric
utility transmission strategy, which offers clarity for our
investors and the market," added Mr. Campbell.
Brian Lloyd, Executive Director of the PUCT, commented, "I am
immensely appreciative of Sharyland, SDTS and Oncor for the months
of hard work that went into crafting these agreements. This
landmark settlement will provide substantial rate relief to
Sharyland customers by rolling them into the much larger customer
base of Oncor, a fair resolution to Oncor's rate case, and
regulatory certainty for these utilities and their customers. I am
proud to have the PUCT Staff join the other signatories in
presenting these agreements to the Commissioners for their prompt
consideration."
Sharyland has agreed to provide a reduction in delivery rates for
residential customers until the closing of the exchange transaction
or a final Rate Case resolution. The interim rate reduction is
expected to decrease Sharyland's distribution revenue requirement
(on an annualized basis) by approximately $3 million.
On December 30, 2016, SDTS and Sharyland filed an amended rate case
application and rate filing packages with the PUCT under Docket No.
45414. On March 28, 2017, an abatement of the Rate Case proceeding
was granted and the hearing on the merits that was scheduled for
March 29 through April 7, 2017 was canceled, pending ongoing
settlement negotiations among SDTS and other parties in the Rate
Case.
Transaction Details
Under the definitive agreement with Oncor, SDTS will exchange
approximately $400 million of distribution assets for approximately
$380 million of transmission assets located in west and central
Texas and approximately $20 million in cash from Oncor. Sharyland
will lease these assets from SDTS and operate the assets under an
amended certificate of convenience and necessity. Upon closing,
SDTS will continue to own and lease certain substations related to
its distribution assets but Sharyland will exit the retail
distribution business.
Transaction Approvals and Closing Conditions
The effectiveness of the Rate Case dismissal and the closing of the
exchange transaction are dependent upon each other and will be
subject to a number of closing conditions, including: approval by
the PUCT of the exchange transaction, the Rate Case dismissal and
Oncor's rate case settlement, in each case on terms consistent with
those proposed by the relevant parties. Under the definitive
agreement, SDTS, Sharyland and Oncor are required to file a joint
Sale-Transfer-Merger application ("STM") with the PUCT no later
than August 4, 2017. Key parties to the Rate Case also support the
exchange transaction and are requesting that the PUCT approve the
STM. The closing of the exchange transaction is also contingent
upon Oncor's parent company obtaining consent of the U.S.
Bankruptcy Court for the District of Delaware and SDTS obtaining
certain consents from its lenders, as well as other customary
closing conditions. The exchange transaction is expected to close
in fourth quarter of 2017.
Outlook and Guidance
Assuming the completion of the exchange transaction on the expected
timeline, the Company estimates transmission footprint capital
expenditures in the following ranges over the next three years:
$130 million to $160 million for 2017; $45 million to $95 million
for 2018; and $10 million to $60 million for 2019.
InfraREIT expects to maintain the Company's current quarterly cash
dividend of $0.25 per share, or $1.00 per share annualized through
2017.
The Company's consolidated debt profile continues to target debt as
a percentage of total capitalization at or below 60 percent and
AFFO-to-debt of at least 12 percent.
InfraREIT's strategy will continue to focus on owning regulated
assets with long lives, low operating risks and stable cash flows
consistent with the characteristics of its current portfolio.
The guidance provided above constitutes forward-looking statements,
which are based on current economic conditions and estimates, and
the Company does not include other potential impacts, such as
changes in accounting or unusual items. Supplemental information
relating to the Company's financial outlook is posted in the
Investor Relations section of the Company's Web site at
www.InfraREITInc.com.
About InfraREIT, Inc.
InfraREIT -- http://www.InfraREITInc.com-- is a real estate
investment trust that is engaged in owning and leasing
rate-regulated electric transmission and distribution assets in the
state of Texas. The Company is externally managed by Hunt Utility
Services, LLC, an affiliate of Hunt Consolidated, Inc. (a
diversified holding company based in Dallas, Texas and managed by
the Ray L. Hunt family), and the Company's shares are traded on the
New York Stock Exchange under the symbol "HIFR".
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and
Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second Lien
Notes. The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc. as
financial advisor; and Charles River Associates as an energy
consultant.
On October 27, 2014, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors representing the interests of the
unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc.
The EFH/EFIH Committee is composed of (a) American Stock Transfer &
Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation,
LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as
successor-ininterest to the Estate of George Fenicle; and (e) David
William Fahy. The EFH/EFIH Committee retained Montgomery,
McCracken, Walker & Rhodes, LLP as co-counsel and conflicts
counsel; AlixPartners, LLP as restructuring advisor; Sullivan &
Cromwell LLC as counsel; Guggenheim Securities as investment
banker; and Kurtzman Carson Consultants LLC as noticing agent for
both the TCEH Committee and the EFH/EFIH Committee.
Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed, to
recommend that the Bankruptcy Court appoint a committee to, among
other things, review and report as appropriate on fee applications
and statements submitted by the professionals paid for by the
Debtors' Estates. The Fee Committee is comprised of four
members: (a) one member appointed by and representative of the
Debtors (Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed by
and representative of the TCEH Creditors' Committee (Peter Kravitz,
Principal and General Counsel, Province Capital); (c) one member
appointed by and representative of the U.S. Trustee (Richard L.
Schepacarter, Trial Attorney, Office of the United States Trustee);
and (d) one independent member (Richard Gitlin, of Gitlin and
Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as
counsel; and Phillips, Goldman & Spence, P.A. as co-counsel.
* * *
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016.
ESOLA CAPITAL: Case Summary & 10 Unsecured Creditors
----------------------------------------------------
Debtor: Esola Capital Investments, LLC
15270 Ventura Boulevard, Suite 405
Encino, CA 91436
Type of Business: Esola Capital Investments is in the real estate
management, financial, and collection business.
It is an affiliate of Escola Capital Investment,
LLC that sought bankruptcy protection on July
26, 2015 (Bankr. C.D. Cal. Case No. 15-12526).
Chapter 11 Petition Date: July 25, 2017
Case No.: 17-11987
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Debtor's Counsel: William H Brownstein, Esq.
WILLIAM H. BROWNSTEIN & ASSOCIATES
PROFESSIONAL CORPORATION
11755 Wilshire Boulevard, Suite 1250
Los Angeles, CA 90025-1540
Tel: 310-458-0048
Fax: 310-362-3212
E-mail: Brownsteinlaw.bill@gmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Tepper, managing member.
The Debtor's list of 10 unsecured creditors is available for free
at http://bankrupt.com/misc/cacb17-11987.pdf
FLEETCOR TECHNOLOGIES: S&P Rates New $4.125BB Sr. Sec. Loan BB+
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
Norcross, Georgia-based FleetCor Technologies Operating Co. LLC's
(a subsidiary of FleetCor Technologies Inc.) proposed $4.125
billion senior secured credit facility, which includes a $2,590
million term loan A, $1,250 million revolver (domestic), and $250
million term loan B.
S&P said, "We also assigned a '3' recovery rating to the facility,
indicating our expectation for meaningful recovery (50% to 70%;
rounded estimate: 65%) in the event of payment default. These
ratings are the same as our ratings on the company's existing
senior secured debt. We understand that FleetCor intends to use the
proceeds to refinance the existing senior secured facility and for
an ~$656 million acquisition of Cambridge Global Payments, a
leading business to business international payments provider. The
company is also using proceeds from its divestiture of NexTraq, a
U.S. provider of commercial fleet telematics, to fund the
transaction.
"This transaction does not affect our 'BB+' corporate credit rating
on FleetCor Technologies Inc. We estimate leverage pro forma for
the acquisition of about 3.5x which is below our downside threshold
of more than 4x. We view this transaction as adding roughly.3x
leverage to the company's existing capital structure. The corporate
credit rating reflects our view of FleetCor's acquisitive growth
strategy, which we believe could result in releveraging to the 4.0x
area, but also its good market positions, high recurring revenue,
and good track record of operating performance."
OUTLOOK
S&P said, "The stable outlook reflects our expectation that
FleetCor Technologies Inc. will maintain its strong operating
performance and continue to make acquisitions while operating with
leverage under 4x despite an increase in leverage to fund its
pending acquisition of Cambridge Global Payments for consideration
of about $656 million. Given the company's track record of
successfully integrating large acquisitions, we expect operating
growth and steady EBITDA margins in 2017 and 2018, with leverage
below 4.0x."
Upside scenario
S&P said, "Although we are unlikely to do so over the next 12
months, we could consider an upgrade if FleetCor adopts a more
conservative financial policy while reducing sustained leverage to
less than 3x through EBITDA growth and debt repayment."
Downside scenario
S&P said, "Although we do not expect to do so over the coming 12
months, we would consider a downgrade if FleetCor's acquisition
strategy were to falter, leading to margin compression or market
share loss in its key businesses, or if it were to adopt a more
aggressive financial policy, such that leverage were to become
sustained above 4x.
RECOVERY ANALYSIS
Key Analytical Factors
-- S&P values the company on a going-concern basis using a 7x
multiple of our projected emergence EBITDA.
-- S&P estimates that for the company to default, EBITDA would
need to decline significantly, representing a material
deterioration in the business.
Simulated Default Assumptions
-- Simulated year of default: 2021
-- EBITDA at emergence: $461 million
-- EBITDA multiple: 7x
Simplified Waterfall
-- Net enterprise value (after 5% administrative costs): $3.07
billion.
-- Valuation split (obligors/nonobligors): 65%/35%.
-- Collateral value available to secured creditors: $2.49
billion.
-- First-lien debt: $3.60 billion.
-- Recovery expectations: 50%-70% (rounded estimate: 65%).
Note: All debt amounts include six months of prepetition interest.
The collateral value equals asset pledge from obligors after
priority claims plus equity pledge from nonobligors after
nonobligor debt.
RATINGS LIST
New Rating FleetCor Technologies Operating Co., LLC
Senior Secured $2.59 bil term loan A due 2022 BB+
Recovery Rating 3(65%)
$1.25 bil revolver due 2022 BB+
Recovery Rating 3(65%)
$250 mil term loan B due 2024 BB+
Recovery Rating 3(65%)
FRANCHISE SERVICES: Taps Equity Partners to Seek Buyer for U-Save
-----------------------------------------------------------------
Franchise Services of North America Inc. has retained Equity
Partners HG to seek a buyer for its wholly owned subsidiary, U-Save
Holdings, Inc., one of North America's largest franchise car rental
companies.
U-Save and its subsidiaries grant franchises for the operation of
vehicle rental stores under the U-Save Car and Truck Rental and
U-Save Car Sales brands. These franchisees, along with independent
car rental associates under the Company's subsidiary, Auto Rental
Resource Center, Inc.'s business model, operate in more than 650
locations throughout the United States. U-Save Car Sales is an
expansion of the U-Save brand into the car sales market, and
provides goods and services to car sales operators looking to
affiliate with a national brand.
Unique to the U-Save business model is the ability to offer all
franchises the services of its insurance subsidiary, Peakstone
Financial Services, Inc., doing business as Sonoran National
Insurance Group, to provide a "one-stop" shopping point for all of
a client's insurance needs related to its business, as well as its
personal requirements. Sonoran coordinates insurance services with
approved insurance carriers for liability and physical damage
coverage for nearly 5,000 vehicles within the U-Save system and
provides similar insurance products and other services to nearly
1,000 independent auto rental companies -- comprising an additional
fleet of vehicles under coverage approaching 8,000. Sonoran has 150
years of combined insurance experience, is licensed in all 50
states.
Hank Waida, a Managing Director at Equity Partners HG, says that
"While U-Save's franchising operations generate fees from the sale
of each franchise, it is the Company's royalty and reservations
income, and the sale of insurance products that provide a long-term
revenue stream."
Equity Partners HG, formerly "Heritage Equity Partners", based in
Easton, MD, provides investment banking services and has completed
in excess of 400 engagements throughout the United States since
1988.
About Franchise Services of North America
Franchise Services of North America Inc. -- http://www.fsna-inc.com
-- is a publicly traded company listed on the TSX Venture Exchange.
The Company and its subsidiaries own these brands: U-Save Car &
Truck Rental, U-Save Car Sales, Auto Rental Resource Center, Xpress
Rent A Car, Sonoran National Insurance Group and Peakstone
Financial Services.
U-Save, together with its subsidiary ARRC, has over 650 locations
throughout the United States and is one of North America's largest
franchise car rental companies. U-Save currently services 21
airport markets in 9 different states and 12 countries. Although
primarily based in the United States, U-Save has 16 international
locations in Mexico, Greece, Central America and the Caribbean.
With more than 150 years of combined insurance experience, Sonoran
National Insurance Group is licensed in all 50 states and serves
customers in every part of the country. Sonoran provides an entire
range of business and personal insurance solutions customized to
the needs of its clients.
Franchise Services of North America Inc., based in Ridgeland,
Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-02316) on June 26, 2017.
The petition was signed by Thomas P. McDonnell, III, chief
executive officer. The Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.
The Hon. Edward Ellington presides over the case.
Stephen W. Rosenblatt, Esq., at Butler Snow LLP, serves as
bankruptcy counsel to the Debtor. Equity Partners HG LLC, serves
as restructuring advisor to the Debtor.
GARBER BROS: Private Sale of Remaining Inventory Approved
---------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Garber Bros., Inc.'s private
sale of remaining inventory.
The sale is free and clear of all liens, claims encumbrances, and
interests.
Should the Buyer fail to close on the Private Sale of the Remaining
Inventory, the Debtor is authorized to sell such Remaining
Inventory to the next highest bidder, if any. If the Private Sale
to the Buyer is not consummated by July 21, 2017, through no fault
of the Buyer, the Debtor is authorized to return the Deposit to the
Buyer.
The Order will be effective and enforceable immediately upon entry,
will not be subject to any stay of enforcement, including any stay
provided by Bankruptcy Rules 6004 and 6006, and its provisions will
be self-executing.
About Garber Bros.
Garber Bros., Inc., was a greater Boston convenience store
distributor that abruptly ceased operations in April 2017.
Alleged creditors -- BIC USA, Conagra Brands, Inc., General Mills,
Inc., Mars Financial Services, Mondelez, Nestle USA The Coca-Cola
Company, and The Hershey Company -- signed an involuntary Chapter
7
petition against Garber Bros. (Bankr. D. Mass. Case No. 17-11802)
on May 15, 2017. The petitioning creditors are represented by
Janet E. Bostwick, at Janet E. Bostwick, PC.
The Debtor's motion to convert the case to a Chapter 11 case was
granted on June 7, 2017.
Murphy & King, PC, is serving as counsel to the Debtor in the
Chapter 11 case. Argus Management Corporation is the Debtor's
financial advisor.
Blakeley LLP is counsel to the Official Committee of Unsecured
Creditors.
GATSBY'S MEN: Hires Jane Allen as Accountant
--------------------------------------------
Gatsby's Men Wear, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ Jane Allen, P.C.,
as accountant to the Debtor.
Gatsby's Men requires Jane Allen to:
-- prepare the Debtor's monthly financial statements and all
tax returns;
-- provide financial advisory services, as requested by the
Debtor; and
-- prepare reports as necessary for submission to the
U.S. Trustee for bankruptcy reporting purposes.
Jane Allen will be paid at these hourly rates:
For CPA Review $295
Account Manager $195
For Data Entry Services $65
Jane Allen will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jane Allen, partner of Jane Allen, 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.
Jane Allen can be reached at:
Jane Allen
JANE ALLEN, P.C.
907 Ranch Road 620 S. Suite 302
Austin, TX 78734
Tel: (512) 328-6800
About Gatsby's Men Wear, LLC
Gatsby's Men Wear, LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 17-10785), on June 26, 2017. The Petition was signed
by Larry M Claybough, president. Gatsby's Men Wear, a small
business debtor as defined in 11 U.S.C. Section 101(51D), is a
clothing retailer in Bee Cave, Texas. The Debtor tailors and sells
men's wear clothing. The company was formed on March 26, 2013 and
operates two retail stores. It has been operating profitably in The
Hill Country Galleria since inception. The Company expanded and
opened a second location in Barton Creek Mall in late 2016, and has
been struggling financially since then.
The case is assigned to Judge Tony M. Davis. The Debtor is
represented by Frederick E. Walker, Esq. at Frederick E. Walker PC.
At the time of filing, the Debtor had under $50,000 in estimated
assets and $1 million to $10 million in estimated liabilities.
GLENN GAMER: Kondos Buying Yuma Property for $150K
--------------------------------------------------
Glenn G. Gamer and Kathryn M. Gamer ask the U.S. Bankruptcy Court
for the District of Nevada to authorize the short sale of real
property located at 3129 West 27th Lane, Yuma, Arizona, to James H.
and Dungduan K. Kondo for $150,000.
The Subject Property serves as collateral for two loans, one loan
in favor of Ditech, and the other loan in favor of Specialized Loan
Servicing ("SLS").
Even though Debtors originally planned on retaining the Subject
Property, they now wish to sell via short sale. They have received
an offer to purchase the Subject Property for $150,000. The
current loan balance in favor of Ditech is approximately $128,623.
On Sept. 23, 2014, a hearing was held regarding Debtors' Motion to
Value Collateral, Modify Rights of Secured Creditor Pursuant to 11
U.S.C. Sections 506(a) and 1123 and Bifurcate Claim of Specialized
Loan Servicing, LLC Re: Real/Rental Property Located at: 3129 West
27th Lane, Yuma, Arizona. On Oct. 8, 2014, the Court entered the
Order to Modify Rights. As a result of the Order to Modify Rights,
SLS' secured claim in the amount of $49,281 was bifurcated into a
secured claim in the amount of $21,334 and an unsecured claim in
the amount of $27,947.
Since the Order to Modify Rights was entered, the Debtors have made
payments against the SLS Secured Claim in an amount totaling
$4,287. However, SLS has yet to apply the $4,287 in payments to
the Debtors' balance owed to SLS. Thus, the current secured
portion of the loan balance in favor of SLS is effectively $17,047.
Any and all fees and commissions in relation to the sale of the
Subject Property are expected to be borne by the Buyer. Upon sale
of the Subject Property, the $150,000 will be applied to satisfy
the entire loan with Ditech, amounting to $128,623, and the secured
portion of the loan with SLS, amounting to $17,047.
Unless the Court determines otherwise, the remaining portion of the
sale proceeds will be retained by the Debtors. The Debtors and the
Buyers of the Subject Property have mutually agreed to extend the
closing date to July 31, 2017.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/GLENN_GAMER_158_Sales.pdf
Counsel for the Debtors:
Michael C. Van, Esq.
Richard A. Storms, Esq.
8985 South Eastern Avenue, Suite 100
Las Vegas, Nevada 89123
Telephone: (702) 478-7770
Facsimile: (702) 478-7779
E-mail: michael@shumWayvan.com
aleX@shumWayvan.com
Glenn G. Gamer and Kathryn M. Gamer sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-17863) on Sept. 12, 2013. On Nov. 17,
2014 the Court confirmed the Debtors' Chapter 11 Plan.
GREAT BASIN: Extends 'Spring Note' Maturity Date by One Year
------------------------------------------------------------
Great Basin Scientific, Inc. and Spring Forth Investments, LLC
entered into an amendment to Spring Forth Promissory Note pursuant
to which the maturity date of the promissory note issued in favor
Spring Forth on July 18, 2014, was extended from July 18, 2017, to
July 18, 2018. The remaining terms of the Note remain unchanged.
The Lender voluntarily agreed to extend the maturity date.
About Great Basin
West Valley City, Utah-based Great Basin Scientific Inc.--
www.gbscience.com -- is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods.
Great Basin Scientific reported a net loss of $89.14 million on
$3.04 million of revenues for the year ended Dec. 31, 2016,
compared to a net loss of $57.89 million on $2.14 million of
revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, Great Basin had $29.24 million in total
assets, $59.10 million in total liabilities, and a total
stockholders' deficit of $29.86
million.
The Company's independent accountants, BDO USA, LLP, in Salt Lake
City, Utah, expressed "substantial doubt" about the Company's
ability to continue as a going concern noting that the Company has
incurred substantial losses from operations, has negative
operating cash flows and has a net capital deficiency.
INTERLEUKIN GENETICS: Will Wind-Up & Pursue a Plan of Liquidation
-----------------------------------------------------------------
Interleukin Genetics, Inc., announced the adoption of a plan to
wind-up and liquidate the Company subject to shareholder approval
via a Proxy Statement with a special meeting of the Shareholders to
be held sometime in early August. In an effort to preserve capital
for shareholders and the satisfaction of debtors, the Company will
start the process of delisting under Section 12(b) of the
Securities Act and deregister its issued stock under Section 15(d)
of the Securities Act.
"While this decision was extremely difficult, the Company has fully
pursued and vetted all other options," said Mark Carbeau, chief
executive officer. "We believe this path provides the best
opportunity to provide payments to our outstanding debtholders and,
if any, to shareholders. We are hopeful that our technology will
continue to benefit patients through further development by
acquirers."
Further, the Company accepted the resignation of five of its
directors: Lionel Carnot, Kenneth Kornman, Joseph Landstra, William
Mills and James Weaver; and officers: Mark Carbeau, Stephen DiPalma
and Kenneth Kornman; and the appointment of Barry Kallander of
KallanderGroup, Inc. as director and president, secretary and
treasurer. KallanderGroup specializes in an orderly sale process,
which provides a timely and cost-effective approach to the sale of
substantially all of a company's assets with the goal of yielding
the highest return absent the costs of judicial proceedings.
The Company announced on July 3, 2017, that is was reducing its
workforce by 63% in an effort to preserve capital and was
"evaluating all strategic alternatives, including the potential
sale of the company or any or all of its assets, another business
combination or collaboration, and/or an orderly wind down and
liquidation of the Company."
As of July 21, 2017, the Company had cash on hand of approximately
$484,000. Management believes its principal assets are its CLIA
certified laboratory operations and its intellectual property
relating to the ILUSTRATM program, cardiovascular disease test,
osteoarthritis test and the Inherent Health tests.
Total indebtedness was approximately $5.6 million, including
secured debt obligations of approximately $4.9 million, accounts
payable and contractual severance obligations. As a result of the
restructuring, the Company expects to incur aggregate expenses of
approximately $245,000 consisting of cash severance payments and
accrued vacation payments and costs associated with suspending its
testing programs.
As a result of these developments, the Company will not be able to
file its quarterly report on Form 10-Q for the quarter ended
June 30, 2017, and the Board has directed that the Form 10-Q not be
filed in order to preserve capital for the satisfaction of debts
and shareholders.
About Interleukin Genetics
Interleukin Genetics, Inc. (OTCQB: ILIU) --
http://www.ilgenetics.com/-- develops and markets proprietary
genetic tests for chronic inflammatory diseases and health-related
conditions, with significant expertise in metabolism and
inflammation. The Company's tests provide information that is not
otherwise available, to empower individuals and their healthcare
providers to manage their health and wellness through
genetics-based insights and actionable guidance, including
pharmacogenomics information to guide development and use of
therapeutics. Interleukin Genetics' lead products include its
proprietary cardiovascular test to guide treatment of high risk
patients; its proprietary ILUSTRA Inflammation Management Program;
and its Inherent Health line of genetic tests. Interleukin
Genetics is headquartered in suburban Boston and operates an
on-site DNA testing laboratory certified under the Clinical
Laboratory Improvement Amendments (CLIA).
Interleukin Genetics reported a net loss of $7.4 million on $2.5
million total revenue for the year ended Dec. 31, 2016, following a
net loss of $7.89 million on $1.44 million of total revenue in
2015, and a net loss of $6.33 million on $1.81 million of total
revenue in 2014.
As of March 31, 2017, Interleukin had $1.90 million in total
assets, $6.91 million in total liabilities, and a total
stockholders' deficit of $5.01 million.
Grant Thornton LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
It said, "The Company has incurred recurring losses and negative
cash flows from operations and as of Dec. 31, 2016 the Company's
current liabilities exceeded its current assets. These conditions,
among others, raise substantial doubt about the Company's ability
to continue as a going concern."
INTERNET BRANDS: Moody's Puts B2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the ratings of Internet
Brands, Inc. on review for downgrade following announcement that it
intends to acquire New York-based WebMD Health Corp. in an all-cash
transaction that values WebMD at $2.8 billion on an enterprise
basis (including WebMD's debt) or an EV/EBITDA multiple of about
14x. The review reflects Moody's expectation that Internet Brands
will likely operate with higher financial leverage than previously
expected, engage in bigger debt-funded M&A targets and meaningfully
increase exposure to cyclical advertising revenue after
transitioning to a mostly subscription-based SaaS revenue model,
which Moody's viewed as a credit positive supporting the B2 rating.
The following rating actions were taken:
On Review for Downgrade:
Issuer: Internet Brands, Inc.
-- Corporate Family Rating -- B2
-- Probability of Default Rating -- B2-PD
Outlook Actions:
Issuer: Internet Brands, Inc.
-- Outlook, Changed to Rating Under Review From Stable
On Review for Downgrade:
Issuers: Micro Holding Corp. (Co-Borrower MH Sub I, LLC)
$75 Million Revolving Credit Facility due 2019 - B1 (LGD-3)
$1,184 Million ($1,053.4 Million currently outstanding;
$460 Million original issue) First-Lien Term Loan due
2021- B1 (LGD-3)
$170 Million Senior Secured Second-Lien Senior Term Loan
due 2022 - Caa1 (LGD-6)
Outlook Actions:
Issuer: Micro Holding Corp.
-- Outlook, Changed to Rating Under Review From Stable
TRANSACTION BACKGROUND
Under the terms of the purchase agreement, an Internet Brands
subsidiary will initiate a tender offer over the next nine days to
acquire all of the issued and outstanding common shares of WebMD
for $66.50 per share, an approximate 20.5% premium above WebMD's
closing share price on July 21, 2017. WebMD, whose shares trade on
the NASDAQ and generates around $700 million in annual revenue, is
a leading provider of health information services, serving
consumers, physicians, healthcare professionals, employers, and
health plans through its public and private online portals, mobile
platforms and health-focused publications in the US. WebMD is
expected to broaden Internet Brands' healthcare vertical, which
includes businesses such as DentalPlans.com, Demandforce, Officite
and iMatrix. Internet Brands' private equity sponsor, KKR, is
expected to provide the primary equity funding for the deal. The
transaction, which has been approved by WebMD's board of directors,
is expected to close in the fourth quarter of 2017, subject to
customary closing conditions.
RATINGS RATIONALE
Although the mix of debt and equity has not been disclosed, as part
of the funding package for the transaction Moody's believes the
company will more than double its gross debt (currently $1.2
billion) resulting in higher financial leverage at or above 7x
total debt to GAAP EBITDA (Moody's adjusted) on a pro forma
combined company basis, greater than the 5.7x median for Moody's
B2-rated global cross-industry peers. This would delay Moody's
previous expectations for deleveraging to the 6.0x area by the end
of 2017 and 5.0x by 2018 (on a GAAP basis). Internet Brands has a
history of repeatedly increasing debt to fund acquisitions, taking
leverage close to or above the downgrade trigger and then
subsequently de-levering only to increase leverage again to levels
more consistent with a B3 rating. Within the past 12 months, the
company raised $515 million of incremental term loans to purchase
tuck-in properties that deepened its SaaS and performance-based
marketing businesses.
The WebMD purchase will be Internet Brands' largest acquisition to
date and reinforces Moody's previously expressed concerns that
management will increasingly focus on bigger M&A targets with
higher EV/EBITDA multiples. The WebMD transaction also signals a
greater aspiration to build out Internet Brands' healthcare
vertical on a global basis given the equity sponsor's belief that
healthcare's use of digital media is in its early stages of
development. Historically, the company has been a serial acquirer
that pursued small to mid-sized website and cloud-based properties.
This shift in acquisition strategy increases business risk, in
Moody's opinion. Larger acquisitions take longer to integrate
because they typically require rationalization to increase their
margins to the corporate average and occasionally need additional
investment to expand product mix and grow revenue. Moody's expects
management to eliminate costs to improve WebMD's EBITDA margins
(currently sub-30%) to the company's margin level (roughly 40% or
higher). Most of the benefit from cost reductions will likely be
realized in the first 18 months. During that period, some one-time
costs may be incurred such as severance, lease breakage, etc..
WebMD relies primarily on an advertising revenue model whereas
Internet Brands is chiefly a subscription-based revenue model after
it consciously shifted away from media advertising over the last
four years. On a combined basis, however, Moody's estimates
Internet Brands' advertising revenue will increase to around 60% of
total revenue. Because ad spend is highly correlated with economic
and business cycle conditions, Internet Brands' revenue will be
more dependent upon clients' advertising and marketing service
spending, which can be cyclical.
The review will focus on the mix of debt and equity in the
financing package (once it is finalized) as well as the pace of
deleveraging relative to Moody's previous expectations over the
rating horizon, including Internet Brands' willingness to use free
cash flow to repay debt and liquidity expectations. Moody's will
also assess the company's M&A strategy shift to larger-sized
targets with higher enterprise value multiples, management's
bandwidth to achieve cost synergies amid greater acquisition
frequency and the timeframe required to produce higher margins and
improved run-rate GAAP EBITDA at WebMD. Moody's will examine the
impact of greater advertising revenue exposure at a time when
advertising growth is expected to remain subdued across certain
sectors.
Ratings may be downgraded if Internet Brands delays deleveraging to
Moody's previously prescribed levels (6.0x area by year end 2017
and 5.0x by 2018 as measured by total debt to GAAP EBITDA). Ratings
could also experience downward pressure if Moody's believes
Internet Brands' M&A cycle will continue at the current pace with
bigger targets. Weaker than expected liquidity and free cash flow
generation could also lead to ratings pressure. To the extent
ratings are downgraded, Moody's expects it to be limited to one
notch. Conversely, ratings could be confirmed if Moody's expects
Internet Brands to meet the leverage targets outlined and WebMD's
integration will lead to EBITDA and cash flow improvement
sooner-than-anticipated.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Los Angeles, CA, Internet Brands, Inc. is an
internet media company that owns more than 250 branded websites
across four verticals (Automotive; Legal; Health; and Home, Travel
and Other) characterized by high consumer activity and good
advertising spend. The company licenses and delivers its content
and internet technology products and services to small and
medium-sized businesses (SMBs), major corporations and individual
website owners primarily via two revenue models: (i) a
subscription-based Software-as-a-Service (SaaS) platform; and (ii)
performance-based advertising. Revenue for the twelve months ended
March 31, 2017 was approximately $496 million.
JA FAMILY: Plan Outline Okayed, Plan Hearing on Aug. 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan will
consider approval of the Chapter 11 plan of reorganization for JA
Family Enterprises, Inc., at a hearing on August 23.
The hearing will be held at 11:00 a.m., at Courtroom 1925, 211 W.
Fort Street, Detroit, Michigan.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which was granted preliminary
approval on July 12.
The July 12 order required creditors to file their objections and
cast their votes accepting or rejecting the plan by August 14.
About JA Family Enterprises
JA Family Enterprises, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-51947) on Aug.
28, 2016. The petition was signed by James Arnone, president. At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $500,000.
Judge Thomas J. Tucker presides over the case. The Debtor is
represented by David G. Dragich, Esq., at The Dragich Law Firm
PLLC.
On February 27, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
JANE STREET: S&P Assigns 'BB-' Issuer Credit and Debt Ratings
-------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issuer credit and
senior secured debt ratings on Jane Street Group LLC. S&P said, "We
also assigned our 'BB-' issue rating to the firm's new senior
secured term loan B. The outlook is stable.
"Our ratings on Jane Street reflect the firm's highly profitable
leading exchange-traded fund (ETF) market-making franchise and
adequate capitalization. We believe these strengths are partially
offset by the firm's limited contingent liquidity given its
reliance on short-term wholesale funding, as well as its reliance
on volatile principal trading revenue."
Jane Street is a New York-based holding company for several
regulated broker-dealer and nonregulated subsidiaries in the U.S.,
Europe, and Asia-Pacific. The firm was founded in 2000, and it main
business is principal trading to make markets in U.S. and foreign
securities, principally ETFs, where it is one of the largest market
makers in the world. The firm uses technology to trade a huge
volume of securities relative to its capital. Market-making revenue
is highly volatile given that it is driven by market conditions,
including market volume and volatility, as well as Jane Street's
market share. The firm also provides trade execution, but this is
small relative to the market-making business.
The firm's limited contingent liquidity and reliance on short-term
wholesale funding from its prime brokerage relationships increase
risk, in our view. The firm maintains considerable excess trading
capital above its prime broker's margin requirements. However, its
ratio of margin requirements to equity is slightly higher than some
peers'. In addition, the firm lacks committed external liquidity
sources we typically see at higher-rated peers.
Through retention of earnings and member contributions, the company
has built tangible equity to more than $2.3 billion. S&P said, "We
believe this is adequate to cover its considerable trading risks
arising from intra-day and end-of-day positions given a
risk-adjusted capital (RAC) ratio that we expect to remain above
7%. Loans provided by members also provide some loss-absorbing
capacity that is not reflected in our RAC measure. We view the
firm's earnings capacity as strong given solid risk-adjusted
returns, as measured by average core earnings divided by RAC
risk-weighted assets of 2.46%.
"Our issuer and debt ratings on Jane Street are two notches lower
than the group credit profile to reflect that the debt-issuing
nonoperating holding company is structurally subordinated to its
operating subsidiaries and open to potential regulatory
interference in dividends to the parent.
"We rate the company's term loan at the same level as the issuer
credit rating given the lack of higher-priority debt obligations at
the holding company. If the holding company were to issue a
material amount of additional first-lien or other more senior debt,
we would likely lower the rating on the term loan.
"The stable outlook reflects our expectation that the company will
continue to grow with the ETF sector, with strong--albeit
potentially volatile--earnings and adequate risk-adjusted
capitalization. Specifically, we expect the firm to avoid large
losses, as well as maintain adequate risk-adjusted capitalization,
margin to equity below 75% and margin to trading capital below 60%,
and adequate liquidity."
S&P could lower the ratings in the next 12 months if:
-- The firm suffers significant losses or weak results, or
-- S&P expect the RAC ratio to fall below 7%, or liquidity
deteriorates.
S&P could raise the ratings if:
-- S&P expects the RAC ratio to improve above 10% on a sustained
basis, or
-- The firm builds contingent liquidity.
JN MEDICAL CORPORATION: Hires Suiter Swantz as Special Counsel
--------------------------------------------------------------
JN Medical Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Nebraska to employ Suiter Swantz PC LLO,
as special counsel to the Debtor.
JN Medical Corporation requires Suiter Swantz to prosecute and
maintain the Debtor's intellectual property and patent
applications.
Suiter Swantz will be paid at the hourly rates of $175 to $500. The
Firm will be paid a retainer in the amount of $6,000. It will also
be reimbursed for reasonable out-of-pocket expenses incurred.
Suiter Swantz has a claim from the Debtor in the amount of
$17,727.15, of which is payable only upon further order of the
Bankruptcy Court.
Nicholas R. Grennan, member of Suiter Swantz PC LLO, 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.
Suiter Swantz can be reached at:
Nicholas R. Grennan, Esq.
SUITER SWANTZ PC LLO
14301 FNB Parkway, Suite 220
Omaha, NE 68154
Tel: (402) 496-0300
About JN Medical Corporation
JN Medical Corporation, a company based in Omaha, Nebraska, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb.
Case No. 17-80174) on Feb. 15, 2017. The petition was signed by
Kevin Aramalla, president.
The case is assigned to Judge Thomas L. Saladino. Stinson Leonard
Street LLP is the Debtor's legal counsel.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
KURT KUHLMAN: Sale of Berkshire Property for $174K Approved
-----------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Kurt Kuhlman's private sale of
real property located at 107 Akins Road, Berkshire, New York, to
Mark Johnson for $174,000.
The sale is "as is, where is" without any representation(s) of any
kind as to the condition or title; and free and clear of all liens,
claims, interests and encumbrances. At closing of the Sale, all
valid liens, claims or encumbrances against the Estate's interest
in the Property will attach to the proceeds of the Sale.
The Town of Berkshire Tax Collector will receive at the time of
closing on the Sale of the Property the payment of any and all
outstanding real estate taxes.
The mortgage held by Bank of America in the approximate sum of
$50,000 will be paid in full from the sale proceeds at the time of
closing.
The net proceeds of sale will be made payable to the trust account
of the Law Firm of Brian W. Hofmeister, LLC and held there pending
further order of the Court.
At the closing of the Sale, the Debtor will make payment of all
necessary closing costs, taxes and fees allocable and in connection
with the Sale from the gross sale proceeds.
Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-10431) on Jan. 9, 2017. The Debtor tapped Brian W.
Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC as
counsel.
LABELLE TRADING: Hires Downtown Business as Accountant
------------------------------------------------------
Labelle Trading Post, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Downtown
Business Services, as accountant to the Debtor.
Labelle Trading requires Downtown Business to:
a. provide the Debtor with accounting advice with respect to
its finances in the bankruptcy case;
b. assist in preparing the documents and applications as may
be necessary in furtherance of the Debtor's interests and
objectives;
c. assist the Debtor in the formulation of a plan or plans of
reorganization and advise the Debtor regarding the same;
d. consult with the Debtor, its counsel and the U.S. Trustee
concerning the administration of the Debtor's estate; and
e. perform such other accounting services as may be required
and as are deemed to be in the best interest of the Debtor
in accordance with its powers and duties accorded under the
Bankruptcy Code.
Downtown Business will be paid at the hourly rate of $225. The Firm
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
David R. Portlock, member of Downtown Business Services, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Downtown Business can be reached at:
David R. Portlock
DOWNTOWN BUSINESS SERVICES
429 Lithia Pinecrest Road
Brandon, FL 33511
Tel: (813) 530-4300
About Labelle Trading Post, LLC
LaBelle Trading Post, LLC listed its business as a single asset
real estate. LaBelle owns a fee simple interest in a property
located at 10 Hickpoochee Avenue Labelle, Florida, with a current
value of $1.4 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-05098) on June 13, 2017. Oqab
Abuoqab, manager, signed the petition. Richard Johnston, Jr., Esq.,
at Johnston Law, PLLC, serves as bankruptcy counsel.
At the time of the filing, the Debtor disclosed $1.4 million in
assets and $2.87 million in liabilities.
LADERA PARENT: Plan Outline Okayed, Plan Hearing on Aug. 7
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to hold a hearing on August 7 to consider approval of the
Chapter 11 plan of reorganization proposed by Ladera Parent LLC and
Ladera, LLC.
The court will also consider at the hearing the Chapter 11 plan of
liquidation proposed for the companies by their lender RWNIH-DL
122nd Street 1 LLC.
On July 18, the court issued an order approving the disclosure
statements filed by Ladera and the lender. The order set an August
2 deadline for creditors to file their objections to the proposed
plans.
Ladera's latest restructuring plan is premised upon the payment in
full of all allowed Claims, together with interest on such claims.
At the hearing on confirmation of the plan, Ladera will be required
to establish that all of its financing arrangements are committed,
essentially as evidenced in the same form and substance as the
Madison commitment letter.
The company will also be required to establish that it will receive
an adequate amount of cash on the closing date to pay or reserve
for RWN's secured claim estimated to be no more than $54 million as
of August 31, 2017, according to the company's latest disclosure
statement filed on July 13.
A copy of Ladera's second amended disclosure statement is available
for free at https://is.gd/1CnuvM
About Ladera Parent LLC
Ladera Parent LLC, based in New York, NY, and Ladera, LLC, filed
Chapter 11 petitions (Bankr. S.D.N.Y., Lead Case No. 16-13382) on
Dec. 4, 2016. The petitions were signed by Hans Futterman,
manager.
A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese
& Gluck P.C., serves as bankruptcy counsel while Phillips Nizer LLP
serves as special real estate & corporate counsel.
Ladera Parent listed $21 million in assets and $21.02 million in
liabilities while Ladera LLC listed $75 million in assets and
$45.75 million in liabilities.
No trustee, examiner or committee has been appointed in the case.
On March 29, 2017, the Debtors filed a disclosure statement for
their joint Chapter 11 plan of reorganization.
On June 23, 2017, RWNIH-DL 122nd Street 1 LLC, a senior secured
lender, filed a disclosure statement, which explains its proposed
Chapter 11 plan of liquidation for Ladera Parent LLC and Ladera,
LLC.
LEE COUNTY CHARTER: S&P Alters Outlook on 2007A/2012 Bonds to Neg
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB' long-term rating on the Lee County Industrial
Development Authority, Fla.'s series 2007A and series 2012
industrial development revenue bonds, issued on behalf of Lee
County Charter Schools (LCCS).
"The negative outlook reflects our view of the uncertainty
surrounding the charter status of Manatee charter school," said S&P
Global Ratings credit analyst Robert Tu. "We already see some signs
of financial pressure that could be exacerbated by the uncertainty
surrounding Manatee's charter status, in addition to the
possibility of further enrollment declines. S&P Global Ratings will
continue to monitor the situation and take rating action
accordingly," Mr. Tu added.
S&P said, "We understand that the Manatee School District notified
the school in February 2017 that it did not intend to renew the
school's charter contract. A resolution was agreed upon, with
Manatee receiving a one-year renewal and being placed on a school
improvement plan. If the plan is met, the school will receive a
two-year extension to the charter term."
Lee County Community Charter LLC comprises six charter schools:
Gateway Charter School (K-4), Gateway Intermediate (5-8), Gateway
Charter High School (9-12), Six Mile Charter School (K-8), Cape
Coral Charter School (K-8), and Manatee Charter School (K-8). Most
of the schools are in Lee County in southwest Florida, except for
Manatee Charter, which is located slightly farther north in Manatee
County.
LIGHTRAY CAPITAL: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Lightray Capital, LLC
102 NE 2nd Street, Suite 345
Boca Raton, FL 33432
Type of Business: Lightray Capital is an affiliate of Earnshaw
Associates Limited, a British Virginia
Islands corporation, that sought bankruptcy
protection on July 3, 2017 (Bankr. S.D. Fla.
Case No. 17-18432).
Chapter 11 Petition Date: July 25, 2017
Case No.: 17-19338
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Paul G. Hyman, Jr.
Debtor's Counsel: Eyal Berger, Esq.
AKERMAN LLP
350 E Las Olas Blvd #1600
Ft Lauderdale, FL 33301
Tel: 954.463.2700
E-mail: eyal.berger@akerman.com
Estimated Assets: $100 million to $500 million
Estimated Debts: $50 million to $100 million
The petition was signed by Ali Farooq, manager. A full-text copy
of the petition is available for free at:
http://bankrupt.com/misc/flsb17-19338.pdf
Debtor's List of Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bangue Havilland S.A. Stock in Unknown
35a, Avenue J.F. Kennedy Earnshaw
L-1855 Luxembourg Associates
Limited
Kolawale Aluko Unsecured $50,000,000
3329 Flamingo Drive Promissory
Miami Beach, FL Note
33140
LUKE'S LOCKER: Hires Whitley Penn as Accountant
-----------------------------------------------
Luke's Locker Incorporated, et al., seek authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
Whitley Penn, LLP, as accountant to the Debtors.
Luke's Locker requires Whitley Penn to prepare and file each of the
Debtors' tax returns for the fiscal year ending June 30, 2016.
Whitley Penn will be paid at these hourly rates:
Partner $350-$410
Sr. Manager $260-$345
Manager $250
Staff $195-$215
Whitley Penn will also be paid as follows:
Preparation of Form 1120,
U. S. Corporation Income Tax Return,
for Luke's Locker, Inc. $12,500
Preparation of Form 1120,
U. S. Corporation Income Tax Return,
for The Quality Lifestyle, Inc. $750
Preparation of Form 1065,
US Partnership Return of Income,
for The Quality Lifestyle I, Ltd. $6,000
Preparation of applicable state
returns for the companies $500 per return
Whitley Penn will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Whitley Penn provided services to the Debtors pre-petition and had
filed a proof of claim in the bankruptcy case in the amount of
$27,495.35.
Toni Mayfield, partner of Whitley Penn, 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.
Whitley Penn can be reached at:
Toni Mayfield
WHITLEY PENN, LLP
8343 Douglas Avenue, Suite 400
Dallas, TX 75225
Tel: (214) 393-9300
About Luke's Locker Incorporated
Luke's Locker Incorporated, owner of Luke's Locker fitness and
running stores in Texas, and its affiliates sought Chapter 11
protection (Bankr. E.D. Tex. Lead Case No. 17-40126) on Jan. 24,
2017. The petitions were signed by Matthew Lucas, president and
CEO. The cases are assigned to Judge Brenda T. Rhoades.
Melissa S. Hayward, Esq., at Franklin Hayward LLP, in Dallas,
serves as the Debtors' counsel. Joseph Sullivan serves as chief
restructuring officer. The Debtor tapped Rosen Systems, Inc. to
sell surplus assets by auction.
Luke's Locker estimated $1 million to $10 million in assets and
liabilities.
No trustee or examiner has been appointed in the Debtors' cases.
MALCOLM CURTIS: Sale of Temecula Property for $700K Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Malcolm and Judith Curtis to sell their principal
residence, a single-family home, consisting of two separate legal
parcels located at 42810 and 42850 Calle Montecillo, Temecula,
California, to Dr. Dee L'archeveque for $700,000.
A hearing on the Motion was held on July 27, 2017 at 1:30 p.m.
The sale is free and clear of those liens, claims, encumbrances,
and interests.
The Debtors are authorized to pay all general and special
delinquent real property taxes, along with any penalties thereon,
listed under Items 1 through 4 on the North American Company
Preliminary Title Report, dated June 26, 2017 at 7:30 a.m., issued
as Order No. 1512971.
Consistent with Capital Bank's notice of consent filed on July 14,
2017 as Docket No. 212, the Debtors are authorized to pay Capital
Bank, directly from Escrow as follows:
a. A single payment in the sum of $562,842, an undisputed sum
reflecting all sums to Capital Bank through Jan. 28, 2017, pursuant
to the Court-approved settlement and compromised between the estate
and Capital Bank;
b. $6,773 for interest through March 31, 2017 and $11, 966 for
interest from March 31, 2017, through July 27, 2017;
c. $3,642 for late fees, with another $607 due if the debt is
not paid by Aug. 13, 2017; and
d. $2,205 for fees and cost after Jan. 28, 2017.
Per Capital Bank's notice of consent, interest accrues at a rate of
$94 per date and is computed through July 27, 2017. In the event
Capital Bank is paid either before or after July 27, 2017, the
interest paid will be modified accordingly. In addition, if
Capital Bank is not paid by Aug. 13, 2017, Capital Bank will be
entitled to a late fee of $607 per month accruing on the 13th of
every month thereafter.
The Debtors are authorized to pay all other reasonable and
customary escrow fees, title insurance premiums, and closing costs
necessary and proper to conclude the sale of the Property,
including but not limited to the payment of a 5% brokerage
commission to the estate's duly employed real estate professional
Scott Partridge.
The Debtors will, hold in Escrow, pending further order of the
Court, all funds due to these liens and costs:
a. With respect to Items 23 and 24 (Instrument Number
2009-0242869) and Item 15 (Instrument Number 2009-024287),
representing deeds of trust in favor of Capital Bank, securing an
original debt in the sum of $1,079,000, any balance due to Capital
Bank, above sum paid, the Debtors will hold said sum in Escrow
pending further order of the Court.
b. With respect to Instrument 2016-0068791, a tax lien
originally in the sum of $165,000 in favor of the United States of
America, assessed by the District Director of Internal Revenue
Service, all sums remaining after any types authorized, the Debtors
will hold said sum in Escrow pending further order of the Court.
Notwithstanding Fed. R. Bankr. Proc. 6004(g), the Order will be
effective immediately after its entry absent a stay pending
appeal.
The hearing on the Amended Motion to Sell set for July 27, 2017 at
1:30 p.m. is vacated.
Malcolm Curtis and Judith Curtis sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 16-15373) on June 15, 2016. The Debtor
tapped Rebekah L Parker, Esq., as counsel.
MAR MEG LLC: Hires Redmon Peyton as Bankruptcy Counsel
------------------------------------------------------
Mar Meg LLC, seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Virginia to employ Redmon Peyton & Braswell,
LLP, as attorney to the Debtor.
Mar Meg LLC requires Redmon Peyton to:
a. assist with the preparation of schedules and statement of
financial affairs;
b. represent the Debtor at creditors' meetings;
c. advise the Debtor of its duties and responsibilities under
the Bankruptcy Code;
d. assist in preparing monthly accounting forms, cash flow
analysis and financial matters arising under the Bankruptcy
Code;
e. prepare, file and prosecute efforts to sell real property,
including retention of professionals to assist in marketing
efforts;
f. resolve motions for relief from stay;
g. determine whether reorganization, dismissal, or conversion
are in the best interests of the Debtor and its creditors;
h. work with creditors' committee and other counsel, if any;
i. work on any disclosure statement and plan of
reorganization; and
j. provide other legal services that may arise in the normal
course of administration of the estate in the bankruptcy
case.
Redmon Peyton will be paid at the hourly rate of $375. The Firm
will be paid a retainer in the amount of $15,000. Out of the
retainer the amount of $3,967 and $1,717 filing fee was applied
prior to the petition date, leaving balance of $11,033 in Redmon
Peyton's trust account.
Redmon Peyton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert M. Marino, partner of Redmon Peyton & Braswell, 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.
Redmon Peyton can be reached at:
Robert M. Marino, Esq.
REDMON PEYTON & BRASWELL, LLP
510 King Street, Suite 301
Alexandria VA 22314
Tel: (703) 684-2000
E-mail: rmmarino@rpb-law.com
About Mar Meg LLC
Mar Meg LLC, based in Round Hill, VA, filed a Chapter 11 petition
(Bankr. E.D. Va. Case No. 17-12214) on June 28, 2017. The Hon.
Brian F. Kenney presides over the case. Robert M. Marino, Esq., at
Redmon Peyton & Braswell, LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Margaret M. Albright, manager.
MEDICAL DEPOT: S&P Lowers CCR to B- & 1st Lien Debt Rating to B-
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Port
Washington, N.Y.-based Medical Depot Holdings Inc. to 'B-' from
'B'. The outlook is negative.
S&P said, "At the same time, we lowered our rating on the
first-lien debt to 'B-' from 'B', and our rating on the second-lien
debt to 'CCC' from 'CCC+'. Our recovery ratings of '3' and '6' on
this debt, respectively, are unchanged. The '3' recovery rating
indicates expectations for meaningful (50%-70%; rounded estimate:
55%) recovery in a default. The '6' recovery rating indicates
expectations for negligible (0%-10%; rounded estimate: 5%) recovery
in a default."
Medical Depot experienced an unfavorable shift in customer and
channel mix as well as greater pricing pressure in certain product
categories, which is weighing on margins. S&P said, "We are
lowering our 2017 EBITDA estimate by about $20 million, to $70
million, which increases 2017 adjusted debt leverage to about 10x.
We expect modest free cash flow deficits for 2017, and only modest
improvement in 2018.
"The negative rating outlook reflects downside risk to our base
case of sequential improvement in profitability over coming
quarters, as the company looks to offset recent pressures with
tighter SG&A spending and optimization of its pricing strategy
across the portfolio.
"We could lower the rating if performance falls materially short of
our expectations and cash flow deficits increase materially above
our expectations, such that we expect liquidity would become
constrained given tightening covenant cushions.
"We could revise the outlook to stable, if we become more certain
the company will achieve or exceed our base-case estimate of $70
million of EBITDA in 2017, and with only modest free cash flow
deficits."
MICHAEL ROBINSON: Sale of Irving Property Approved
--------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Michael Daniel Robinson's
sale of real property located at 315 Lincolnshire Court, Irving,
Texas.
The sale is free and clear of all liens, claims, and encumbrances.
The reasonable and necessary closing costs will be paid at closing
along with the real estate broker's commission.
At the closing of such sale, the Debtor (or any party acting at the
Debtor's direction, such as a closing agent, title company or
escrow agent) is authorized and directed to pay all outstanding ad
valorem property taxes owed for tax year 2016 and all prior years
will be paid to Dallas County at closing with interest that has
accrued from the petition date through the date of payment at the
state statutory rate of 1% per month.
At the closing of such sale, the Debtor (or any party acting at the
Debtor's direction, such as a closing agent, title company or
escrow agent) is authorized and directed to pay all outstanding ad
valorem property taxes for tax year 2016 and all prior years will
be paid to Irving ISD at closing with interest that has accrued
from the petition date through the date of payment at the state
statutory rate of 1% per month.
Notwithstanding anything to the contrary, the liens securing
payment of the 2017 ad valorem property taxes will remain attached
to the property to secure payment of all ad valorem property taxes
assessed on the property and any penalties and interest that may
accrue thereon, which will become the responsibility of the
purchaser of the Property.
At the closing of such sale, the Debtor (or any party acting at the
Debtor's direction, such as a closing agent, title company or
escrow agent) is authorized and directed to pay to Propel Funding
National 1, LLC the amount of $6,060 plus additional per diem from
and after July 5, 2017 in the amount of $1.29 through the date of
closing, which amount is agreed upon by the Debtor and Propel to
include principal, interest, fees, and all amounts allowed by 11
U.S.C. Section 506(b) and Federal Rule of Bankruptcy Procedure
2016. All payments to Propel will be made payable to Howard Marc
Spector for the benefit or Propel Funding National 1, LLC, at 12770
Coit Road, Suite 1100, Dallas, Texas.
The balance of the sale proceeds will be retained in the Debtor's
DIP account pending further order of the Court regarding
distribution of such sale proceeds.
There will be no 14-day delay in the effectiveness of the Order of
Sale.
Michael Daniel Robinson sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 17-30264) on Jan. 20, 2017. The Debtor tapped Joyce
W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, as counsel.
MOREHEAD MEMORIAL: Hires Donlin Recano as Claims & Noticing Agent
-----------------------------------------------------------------
Morehead Memorial Hospital seeks authority from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ Donlin
Recano & Company, Inc., as claims and noticing agent to the
Debtor.
Morehead Memorial requires Donlin Recano to:
a) prepare and serve required notices and documents in the
Chapter 11 case in accordance with the Bankruptcy Code and
the Bankruptcy Rules in the form and manner directed by
the Debtor and the Court including: (i) notice of the
commencement of the Chapter 11 cases and the initial
meeting of creditors under section 341(a) of the Bankruptcy
Code; (ii) notice of any claims bar date; (iii) notices of
transfers of claims; (iv) notices of objections to claims
and objections to transfers of claims; (v) notices of any
hearings on a disclosure statement and confirmation of the
Debtor' plan or plans of reorganization, including under
Bankruptcy Rule 3017(d); (vi) notice of the effective date
of any plan; (vii) notice of hearing on motions filed by
the Office of the United States Trustee for the District
of Delaware (the '"U.S. Trustee'"); (viii) any motion to
convert, dismiss, appoint a trustee, or appoint an
examiner filed by the U.S. Trustee's office; and (ix) all
other notices, orders, pleadings, publications, and other
documents as the Debtor or Court may deem necessary or
appropriate for an orderly administration of the Chapter
11 cases;
b) maintain an official copy of the Debtor's schedules of
assets and liabilities and statement of financial affairs
(collectively, the "Schedules"), listing the Debtor's
known creditors and the amounts owed thereto;
c) maintain (i) a list of all potential creditors, equity
holders, and other parties-in-interest; and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002 and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010;
update said lists and make said lists available upon
request by a party-in-interest or the Clerk;
d) furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the
filing of a proof of claim, after such notice and form are
approved by the Court, and notify said potential creditors
of the existence, amount and classification of their
respective claims as set forth in the Schedules, which may
be effected by inclusion of such information, or the lack
thereof, in cases where the Schedules indicate no debt due
to the subject party, on a customized proof of claim form
provided to potential creditors;
e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
f) for all notices, motions, orders, or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within seven (7) business days of service which includes:
(i) either a copy of the notice served or the docket
number(s) and title of the pleadings served; (ii) a
list of persons to whom it was mailed, in alphabetical
order, with their addresses; (iii) the manner of
service; and (iv) the date served;
g) process all proofs of claim received, including those
received by the Clerk, and check said processing for
accuracy, and maintain the original proofs of claim in a
secure area;
h) maintain the official claims register for the Debtor
(collectively, the "Claims Registers") on behalf of the
Clerk; upon the Clerk's request, provide the Clerk with
certified, duplicate unofficial Claims Registers; and
specify in the Claims Registers the following information
for each claim docketed: (i) the claim number assigned;
(ii) the date received; (iii) the name and address of the
claimant and agent, if applicable, who filed the claim;
(iv) the amount asserted; (v) the asserted
classification(s) of the claim (e.g., secured, unsecured,
priority, etc.); (vi) the applicable Debtor; and (vii) any
disposition of the claim;
i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
k) arrange for the delivery, by messenger or overnight
delivery, all of the court-filed proofs of claim to the
offices of Donlin, not less than weekly;
l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review, upon
the Clerk's request;
m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and changes to the
claims register;
n) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the
Court, including through the use of a case website and
call center;
o) if the case is converted to one under Chapter 7, contact
the clerk within 3 days of notice to Donlin of entry of the
order converting the case;
p) 30 days prior to the closure of the case, request that the
Debtor submit to the Court a proposed Order dismissing
Donlin and terminating the services of such agent upon
completion of its duties and responsibilities and upon the
closing of the case;
q) within seven (7) days of notice to Donlin of entry of an
order closing the chapter 11 case, provide to the Court the
final version of the claims register as of the date
immediately before the close of the chapter 11 case; and
r) at the close of this case, box and transport all original
documents, in proper format, as provided by the Clerk's
Office, to (i) the Federal Archives Record Administration;
or (ii) any other location requested by the Clerk's Office.
Donlin will be paid at these hourly rates:
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Prior to the Petition Date, the Debtor provided Donlin a retainer
(the "Retainer") in the amount of $15,000 in connection with
prepetition services.
On June 27, 2017, the Debtor paid two Donlin prepetition invoices
totaling $20,569.19. On July 7, 2017, the Debtor paid a third
prepetition invoice in the amount of $11,240.04 covering Donlin's
services through June 30, 2017.
Donlin will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Roland Tomforde, chief operating officer of Donlin Recano &
Company, 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 (a) is not creditors, equity security holders or insiders
of the Debtor; (b) has not been, within two years before the date
of the filing of the Debtors' chapter 11 petition, directors,
officers or employees of the Debtor; and (c) does not have an
interest materially adverse to the interest of the estate or of any
class of creditors or equity security holders, by reason of any
direct or indirect relationship to, connection with, or interest
in, the Debtor, or for any other reason.
Donlin can be reached at:
Donlin can be reached at:
Roland Tomforde
DONLIN RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Toll Free Tel: (800) 591-8236
About Morehead Memorial Hospital
Founded in 1924, Morehead Memorial Hospital --
http://www.morehead.org/-- is a North Carolina non-profit
corporation that owns and operates a 108-bed general acute care
community hospital on a 22-acre campus located at 117 East Kings
Highway, Eden, North Carolina. Within the Hospital Real Property,
it also owns and operates a 121-bed skilled nursing facility and
several other parcels of real property located in Eden that are
contiguous to, or in the general vicinity of, the Hospital Real
Property.
Morehead Memorial Hospital filed for Chapter 11 bankruptcy
protection (Bankr. M.D. N.C. Case No. 17-10775) on July 10, 2017,
estimating its assets and liabilities at between $10 million and
$50 million each. The petition was signed by Dana M. Weston, chief
executive officer.
Judge Benjamin A. Kahn presides over the case.
Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and
Francisco T. Morales, Esq., at Waldrep LLP serve as the Debtor's
bankruptcy counsel.
Womble Carlyle Sandridge & Rice, LLP, is the Debtor's special
counsel. Grant Thornton LLP is the Debtor's financial consultant.
Hanlon Hammond Camp LLC is the Debtor's investment banker and
operational and strategic advisor. Donlin, Recano & Company, Inc.,
is the Debtor's claims and noticing agent.
MOREHEAD MEMORIAL: Hires Grant Thornton as Financial Advisor
------------------------------------------------------------
Morehead Memorial Hospital seeks authority from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ Grant
Thornton LLP, as claims and noticing agent to the Debtor.
Morehead Memorial requires Grant Thornton to:
(a) analyze the Debtor's rolling 13-week cash receipts and
disbursements forecast and assess liquidity needs;
(b) assist management in developing and executing a
comprehensive communication plan with all constituencies
and responding to information requests submitted by
Ad Hoc or statutory committees and their legal and
financial counsel;
(c) assist management in the preparation of required financial
statements, schedules of financial affairs, monthly
operating reports, and other financial disclosures
required by the Bankruptcy Court;
(d) assist management, in coordination with legal counsel, in
the preparation of a disclosure statement, plan of
reorganization and the underlying business plans and
other analyses from which those documents are developed;
(e) assess restricted fund balances and potential transfers;
(f) assist management in the preparation of Form 600 for a
proposed filing with the Pension Benefit Guaranty
Corporation (the "PBGC") for a distress termination of
the Debtor's pension plan;
(g) assist management in records transitioning to the PBGC;
and
(h) provide any additional services as requested from time to
time by the Debtor and agreed to by Grant Thornton.
Grant Thornton will be paid at these hourly rates:
Partner/Principal/Managing Director $720-$780
Director/Senior Manager $640
Manager $530-$560
Senior Associate $370-$420
Associate $270-$290
Paraprofessionals $200
Since February 24, 2017, Grant Thornton has received $817,466 for
services rendered to assist the Debtor in its preparation of
bankruptcy filing, including assistance with cash flow forecasting,
business planning, pension plan and other employee benefit issues.
Grant Thornton will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scott B. Davis, partner of Grant Thornton LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtor; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtor; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Grant Thornton can be reached at:
Scott B. Davis
GRANT THORNTON LLP
201 S. College Street, Suite 2500
Charlotte, NC 28244
Tel: (704) 632 3540
Fax: (704) 334 7701
E-mail scott.davis@us.gt.com
About Morehead Memorial Hospital
Founded in 1924, Morehead Memorial Hospital --
http://www.morehead.org/-- is a North Carolina non-profit
corporation that owns and operates a 108-bed general acute care
community hospital on a 22-acre campus located at 117 East Kings
Highway, Eden, North Carolina. Within the Hospital Real Property,
it also owns and operates a 121-bed skilled nursing facility and
several other parcels of real property located in Eden that are
contiguous to, or in the general vicinity of, the Hospital Real
Property.
Morehead Memorial Hospital filed for Chapter 11 bankruptcy
protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017,
estimating its assets and liabilities at between $10 million and
$50 million each. The petition was signed by Dana M. Weston, chief
executive officer.
Judge Benjamin A. Kahn presides over the case.
Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and
Francisco T. Morales, Esq., at Waldrep LLP serve as the Debtor's
bankruptcy counsel.
Womble Carlyle Sandridge & Rice, LLP, is the Debtor's special
counsel. Grant Thornton LLP is the Debtor's financial consultant.
Hanlon Hammond Camp LLC is the Debtor's investment banker and
operational and strategic advisor. Donlin, Recano & Company, Inc.,
is the Debtor's claims and noticing agent.
MOREHEAD MEMORIAL: Hires Hammond Hanlon as Investment Banker
------------------------------------------------------------
Morehead Memorial Hospital, seeks authority from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ Hammond Hanlon Camp LLC, as investment banker and
operational and strategic advisor to the Debtor.
Hammond will render these services:
i. Investment Banking Services
(a) assist the Board of Trustees in developing a set of key
principles and primary objectives for a potential
transaction, including but not limited to such
transaction terms as transaction structure, form of
consideration, liabilities to be assumed, governance
rights, mission and service level commitments,
repurchase or unwind options, post-transaction business
plan requirements, physician retention or recruitment,
management and employee matters;
(b) develop an estimate of fair market value of the Debtor's
assets as a going concern, under current market
conditions;
(c) assist the Debtor in assembling summary descriptive and
financial information to be shared with potential
partners upon the execution of confidentiality
agreements and prior to the submission of indications of
interest ("IOI");
(d) assist in the preparation of a confidential information
memorandum ("CIM") concerning the Debtor, which
memorandum shall not be made available to or used in
discussions with prospective partners until both it
and its use for that purpose have been approved by the
Debtor;
(e) in conjunction with the Debtor, develop a transmittal
letter to accompany the CIM, including key points
related to a potential transaction and information to be
submitted in the IOI;
(f) develop, update and review with the Debtor on an ongoing
basis a list of parties which might be interested in
partnering with the Debtor (the "List") and only contact
parties on the List as approved by the Debtor;
(g) advise the Debtor as to strategy and tactics in
connection with its negotiation of a potential
transaction (the "Transaction");
(h) make initial inquiries on behalf of, and only as
directed by, the Debtor with potential partners to
determine their initial level of interest in a
transaction;
(i) in anticipation of receiving IOIs, assist the Debtor in
the following:
i. the management of the due diligence process,
including maintaining an electronic due diligence
data room, attending and supervising due diligence
sessions, and supervising the document production
process; and
ii. developing materials and preparing for a
presentation to prospective partners that
highlights the Debtor's strengths and the
investment opportunity.
(j) analyze and review with the Debtor all indications of
interest and, based upon these responses, assist the
Debtor in deciding whether and with which potential
partners to negotiate a letter of intent or definitive
agreement;
(k) attend and facilitate meetings between the Debtor and
potential partners;
(l) assist the Debtor in the negotiation of transaction
documents;
(m) assist in performing reverse due diligence on the
prospective partners and in confirmatory due diligence
processes concurrent with negotiation of transaction
documents;
(n) render such other financial advisory and investment
banking services as may specifically, from time-to-time,
be agreed upon by H2C and the Debtor in writing;
ii. Operational and Strategic Advisory Services
(a) assist management in developing strategies to improve
cash flow and reduce expenses;
(b) assist management in identifying and implementing both
short-term and long-term liquidity generating
initiatives;
(c) assist management in the implementation of its business
plan;
(d) assist management in reporting to its secured lenders;
(e) assist management in complying with budgets;
(f) assist management in negotiating, amending or
terminating leases and contracts;
(g) assist management in communications, reporting, and
negotiations with creditor constituencies including an
unsecured creditor's committee, vendors or other parties
in interest;
(h) assist management in weekly review and oversight of cash
management;
(i) assist management with capital expenditures and
operating projections;
(j) coordinate the Debtor's efforts to identify a suitable
operating partner;
(k) present and attend in person or by phone at periodic
Board meetings;
(l) oversee any filings in the chapter 11 bankruptcy case,
including review of any DIP financing required in such
Chapter 11 bankruptcy case;
(m) assist management and the Debtor's legal counsel in
negotiations with the U.S. Department of Housing and
Urban Development ("HUD"), Berkadia Commercial Mortgage
LLC, the official committee of unsecured creditors or
any other significant creditors, vendors or other
parties in interest in the Chapter 11 bankruptcy case;
(n) assist management and the Debtor's legal counsel in
the development and implementation of a Chapter 11 plan
of reorganization;
(o) assist management and the Debtor's legal counsel in
areas such as testimony before the United States
Bankruptcy Court, including preparation for and
attendance at the Section 341 Meeting of Creditors;
(p) oversee the working group of professionals working on
restructuring matters on behalf of the Debtor,
including legal counsel; and
(q) assist with such other matters that may arise during the
Chapter 11 proceeding as requested by the Board or the
Chief Executive Officer.
Hammond will be paid as follows:
i. Investment Banking Services
(a) A retainer of $100,000, which was paid to Hammond on
August 10, 2016.
(b) In the event of a negotiated or competitive sell-side
process of the Debtor alone or the Debtor and Nursing
Center combined, a success fee of 1.5% of the total
consideration earned, due and payable in cash at the
closing of the transaction. The success fee shall be
contingent upon closing and in addition to the Retainer
described in (a) above.
(c) In the event of a separate negotiated or competitive
sell-side process of the Nursing Center alone, a minimum
Nursing Center success fee of $250,000 earned, due and
payable at the closing of the Nursing Center
transaction. In the event that the total consideration
for the Nursing Center exceeds $8,000,000, an additional
Nursing Center success fee of 5.0% of the total
consideration earned, due and payable at the closing of
the Nursing Center transaction. This Nursing Center
success fee shall be contingent upon closing and paid in
addition to the Retainer and the success fee in
paragraph (b) above.
ii. Operational and Strategic Advisory Services
(a) A monthly fixed fee of $50,000 per month (the "Monthly
Fee") plus reasonable out-of-pocket expenses for the
services of Michael Lane.
Hammond will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Lane, managing director of Hammond Hanlon Camp 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 Debtor; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtor; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Hammond can be reached at:
Michael Lane
HAMMOND HANLON CAMP LLC
4655 Executive Drive, Suite 280
San Diego, CA 92121
Tel: (858) 242-4800
About Morehead Memorial Hospital
Founded in 1924, Morehead Memorial Hospital --
http://www.morehead.org/-- is a North Carolina non-profit
corporation that owns and operates a 108-bed general acute care
community hospital on a 22-acre campus located at 117 East Kings
Highway, Eden, North Carolina. Within the Hospital Real Property,
it also owns and operates a 121-bed skilled nursing facility. It
also owns several other parcels of real property located in Eden
that are contiguous to, or in the general vicinity of, the Hospital
Real Property.
Morehead Memorial Hospital filed for Chapter 11 bankruptcy
protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017,
estimating its assets and liabilities at between $10 million and
$50 million each. The petition was signed by Dana M. Weston, chief
executive officer.
Judge Benjamin A. Kahn presides over the case.
Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and
Francisco T. Morales, Esq., at Waldrep LLP serve as the Debtor's
bankruptcy counsel.
Womble Carlyle Sandridge & Rice, LLP, is the Debtor's special
counsel. Grant Thornton LLP is the Debtor's financial consultant.
Hanlon Hammond Camp LLC is the Debtor's investment banker and
operational and strategic advisor. Donlin, Recano & Company, Inc.,
is the Debtor's claims and noticing agent.
MOREHEAD MEMORIAL: Hires Womble Carlyle as Special Counsel
----------------------------------------------------------
Morehead Memorial Hospital seeks authority from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ Womble
Carlyle Sandridge & Rice, LLP, as special counsel to the Debtor.
Morehead Memorial requires Womble Carlyle to provide legal services
in non-bankruptcy matters, including general corporate matters and
corporate governance issues, regulatory matters, litigation
matters, labor and employment matters, pension matters, and general
healthcare matters.
Womble Carlyle will be paid at these hourly rates:
Partners $325-$775
Associate $220-$495
Paralegal $50-$395
The total amounts received for pre-petition legal services and
expenses rendered by Womble Carlyle in the 90-days prior to the
Petition Date, including through the draw-down of retainer funds,
was $178,467.75, which has been applied against pre-petition
invoices for pre-petition services.
Womble Carlyle will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anthony Brett, partner of Womble Carlyle Sandridge & Rice, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtor; (b) has not been, within two years before the date of the
filing of the Debtors' chapter 11 petition, directors, officers or
employees of the Debtor; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtor, or for any other reason.
Womble Carlyle can be reached at:
Anthony Brett, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
One West Fourth Street
Winston-Salem, NC 27101
Tel: (336) 721-3600
About Morehead Memorial Hospital
Founded in 1924, Morehead Memorial Hospital --
http://www.morehead.org/-- is a North Carolina non-profit
corporation that owns and operates a 108-bed general acute care
community hospital on a 22-acre campus located at 117 East Kings
Highway, Eden, North Carolina. Within the Hospital Real Property,
Morehead Memorial also owns and operates a 121-bed skilled nursing
facility. It also owns several other parcels of real property
located in Eden that are contiguous to, or in the general vicinity
of, the Hospital Real Property.
Morehead Memorial Hospital filed for Chapter 11 bankruptcy
protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017,
estimating its assets and liabilities at between $10 million and
$50 million each. The petition was signed by Dana M. Weston, chief
executive officer.
Judge Benjamin A. Kahn presides over the case.
Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and
Francisco T. Morales, Esq., at Waldrep LLP serve as the Debtor's
bankruptcy counsel.
Womble Carlyle Sandridge & Rice, LLP, is the Debtor's special
counsel. Grant Thornton LLP is the Debtor's financial consultant.
Hanlon Hammond Camp LLC is the Debtor's investment banker and
operational and strategic advisor. Donlin, Recano & Company, Inc.,
is the Debtor's claims and noticing agent.
NEXTERA ENERGY: Moody's Corrects June 22 Release
------------------------------------------------
Moody's Investors Service corrected its press release on NextEra
Energy Partners, LP, dated June 22, 2017. In the first sentence of
the press release and in the list of assignments, Moody's added the
assignment of a Ba1-PD Probability of Default Rating (PDR) to
NextEra Energy Partners, LP.
The revised press release is as follows:
Moody's Investors Service assigned a Ba1 Corporate Family Rating
(CFR), Ba1- PD Probability of Default Rating (PDR) and SGL-2
speculative grade liquidity rating to NextEra Energy Partners LP.
(NEP). Moody's also assigned a Ba1 rating and LGD4 loss given
default rating to a $50 million term loan at NextEra Energy US
Partners Holdings LLC (Holdings). The term loan is guaranteed by
NextEra Energy Operating Partners, LP (NEOP). Holdings is an
indirect, 100% owned subsidiary of NEOP, whose limited partner
interests are owned 35% by NEP and 65% by NextEra Energy Inc
(NextEra, Baa1 stable). NEP owns a controlling, non-economic
general partner interest in NEOP.
Assignments:
Issuer: NextEra Energy Partners, LP
Speculative Grade Liquidity Rating, Assigned SGL-2
Corporate Family Rating, Assigned Ba1
Probability of Default Rating, Assigned Ba1-PD
Issuer: Nextera Energy US Partners Holdings, LLC
Senior Secured Bank Credit Facility, Assigned Ba1(LGD4)
Outlook Actions:
Issuer: Nextera Energy US Partners Holdings, LLC
Outlook, Assigned Stable
Issuer: NextEra Energy Partners, LP
Outlook, Assigned Stable
RATINGS RATIONALE
"The Ba1 CFR is underpinned by stable cash flows arising from NEP's
diversified portfolio of renewable projects and gas pipelines with
a long contract life and our expectation that leverage as measured
by consolidated Debt/EBITDA will not exceed 7.0x on a sustained
basis", said Swami Venkataraman, Senior Vice-President at Moody's.
"We see the upcoming governance changes that increase the
independence of NEP as having both positive and negative credit
consequences, with features that strengthen its attractiveness to
investors but which also reduce the benefit that NEP receives from
being a part of the NextEra corporate family", he added.
NEP has a well diversified portfolio in several respects -- by
geography, by number of projects as well as by fuel. The company
has 2.6 GW of wind generation; 442 MW of solar generation; and 4
bcf/day of gas pipeline capacity spread over 23 projects and seven
pipelines. The projects are located in three broadly diversified
regions -- the west coast, the southern great plains and the upper
midwest and Canada. All projects benefit from fixed price,
long-term contracts, most with strong investment grade
counterparties, with an average remaining life of about 18 years.
NEP's proposed corporate governance changes creating greater
separation of NEP from NextEra have mixed credit implications which
are incorporated into the new rating. A change to the incentive
distribution rights (IDR) structure gives more cash flow to unit
holders and allows NEP to maintain dividend growth for longer with
the same amount of EBITDA. The planned changes to voting rights
also restrict NextEra's voting rights and effectively hand control
over to LP investors (who will also appoint a majority of the board
going forward). These changes are credit positive as they make NEP
stock more attractive to equity investors and improve access to
capital markets going forward.
However, the change in control (and deconsolidation of NEP from
NextEra for GAAP purposes) also creates greater distance between
NEE and NEP. LP investors have the ability, if they so chose, to
replace NEP's management going forward. In Moody's view, there is
also a lower certainty that NEP will buy the assets currently in
NextEra's large renewable portfolio. The changes also allow NEP to
pursue its own financial policy that is not constrained by
NextEra's Baa1 credit rating.
Moody's rating incorporates the risk that yieldcos continue to be
an emerging and as yet unproven business model, although NEP has
been the best performing among all listed yieldcos to date. The
sector still faces challenging capital market conditions,
especially equity pricing, which makes issuing equity on an
accretive basis difficult. The changes to NEP's IDR structure and
other changes reflect an attempt to improve capital market access.
These concerns are partly balanced by the recognition that a lack
of growth is not necessarily credit negative for yieldcos, unless
management seeks to grow purely through the issuance of debt.
NEP's leveraged financial profile is a limiting factor to its
credit quality. NEP has a list of ROFO assets that currently totals
about 1,200 MW. NextEra has not at present indicated a desire to
add to this list. Should NEP acquire these projects in the next few
years, we expect that it would do so while maintaining leverage
that is below 7.0x on a Debt/EBITDA basis and CFO pre-WC / debt in
the range of 9-11%.
NPV analysis of contract cash flows is an added component of
Moody's financial analysis for yieldcos, because Debt/EBITDA and
CFO pre-WC/Debt ratios look at one year's EBITDA or cash flow
relative to debt but do not fully capture the fact that yieldcos
have many years of contracted EBITDA. Specifically, for a given
level of annual Debt/EBITDA, the ratio cannot distinguish between a
company with ten years of contracted cash flows from another with
15 or 20 years of average contract life, with the latter clearly
exhibiting a superior credit quality. An NPV analysis allows us to
capture the full extent of contracted cash flow, in comparison with
other rated yieldcos. We expect that the NPV of unlevered free cash
flows to total consolidated debt for NEP will remain in the range
of 175% to 200% over the next few years, higher than other rated
Yieldcos.
Outlook: The stable outlook reflects Moody's expectations for
consistent and predictable operations at NEP's diversified
portfolio of projects and that the company will maintain a
financial profile in line with Moody's expectations indicated
above.
Factors that Could Lead to an Upgrade: An upgrade of NEP's rating
is unlikely over the near term given the governance changes that
the company is undertaking, its plans for growth going forward, and
management's financial policy. However, a higher rating is possible
should NEP maintain is current strong contractual profile and
decrease leverage to less than 5x on a Debt/EBITDA basis and
generate CFO pre-WC / debt of at least 12% on a sustained basis.
Factors that Could Lead to a Downgrade: A deterioration in NEP's
contractual profile to incorporate shorter tenors, weaker
counterparties or merchant market exposure could result in a lower
ratings. Lower ratings may also result if leverage as calculated by
consolidated Debt/EBITDA increased to over 7x on a sustained
basis.
Liquidity NEP's liquidity is adequate as indicated by its SGL-2
rating. We expect operating cash flow to cover all operating needs,
including dividend payments. NEP will need to access the capital
markets only to finance new project acquisitions. NEP has a $250
million secured revolving credit facility at the Holdings level
that is shared with NEP's Canadian subsidiary (of which 240 million
was available as of March 31, 2017) and a $150 million facility at
the NET pipeline (which is fully used) and which we see as being
dedicated to the pipeline project.
NEP's liquidity is somewhat lower than its yieldco peers. NRG
Yield, Inc. (Ba2 stable) and Pattern Energy Group Inc. (Ba3 stable)
have significantly larger revolvers of $495 million and $500
million, respectively. However, both companies use their revolving
credit facility to finance acquisitions on a temporary basis before
raising long-term debt or equity financing. Moody's expects that
NEP will raise long-term capital prior to acquiring new assets,
which implies a much lower need for liquidity than other yieldcos.
To the extent that NEP also chooes to use its revolver to financ
acquisitions, Moody's assumes that the revolver will be upsized to
appropriately incorporate the size of NEP's business and its
liquidity needs when the company begins operating more
independently of NextEra.
NGPL PIPECO: S&P Hikes CCR to 'BB+' & Rates New $1.4BB Notes 'BB+'
------------------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
NGPL PipeCo LLC and its issue-level ratings on all the company's
outstanding senior notes to 'BB+' from 'BB-'. The outlook is
stable. The recovery rating on the senior notes is '3'.
S&P said, "At the same time, we assigned our 'BB+' issue-level
rating and '3' recovery rating to NGPL's proposed $1.4 billion
senior notes. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate 60%) recovery in the event of
distress."
NGPL has launched a $1.4 billion refinancing to repay the $1.25
billion 7.119% senior notes due December 2017 and the revolving
credit facility, which is partially drawn in connection with the
redemption of the 9.625% senior notes in early June of this year.
S&P said, "We expect the refinancing will result in lower interest
expenses going forward based on the company's improved financial
position during the past 18 months. The sponsors (Brookfield
Infrastructure Partners and Kinder Morgan Inc.) have jointly
infused approximately $1.1 billion of equity since early 2016, and
we expect NGPL's debt-to-EBITDA ratio to be about 5.5x in 2017; two
years ago, NGPL's leverage exceeded 10x on an adjusted basis.
"The stable outlook reflects our view that NGPL's contracted growth
projects, such as the Gulf Coast Southbound Expansion Project, will
come into service in line with budget and schedule expectations and
the incremental revenues, as well as those from the existing
contracts, will provide the company with sufficient cash flows to
further improve its financial metrics. We also anticipate NGPL to
maintain debt to EBITDA at 5.5x or better over the next 12 months.
"We could lower the ratings if our forecast of adjusted debt to
EBITDA indicates a considerable upward trend to 6x. This may be due
to the combined effects of significant, prolonged increases in
operating and maintenance expenditures; the inability to renew
expiring contracts at competitive rates; and substantial increase
in debt to fund future growth projects.
"“We could raise the ratings if NGPL could achieve our adjusted
debt to EBITDA of below 5x on a consistent basis. Such improvement
in the ratio might stem from the company leveraging its existing
facilities to secure additional contracts or further expansion of
its pipeline system through contract-backed growth projects, all of
which will enhance NGPL's competitiveness in the market that it
serves and, in turn, generate predictable, incremental revenues."
NORTHERN OIL: Bahram Akradi Bid to Join Board Granted
-----------------------------------------------------
Northern Oil and Gas, Inc., has agreed to increase the size of its
Board of Directors from seven to eight directors and appointed
Bahram Akradi to the Board.
Last month, the Company denied Mr. Akradi's request to join the
Board of Directors stating that "the Board has determined that it
is not appropriate to increase its size at this time."
In an apparent change of mind, Northern Oil agreed to enter into a
letter agreement with Mr. Akradi under which Mr. Akradi is subject
to standstill provisions that remain in effect until the Company's
2018 annual meeting of shareholders, unless, in the case of certain
provisions, Mr. Akradi is no longer a member of the Board. These
provisions restrict Mr. Akradi's ability to engage in certain proxy
solicitations (including regarding representation on the Board or
any other proposal brought by the Company's shareholders), form a
group, call meetings of shareholders, deposit shares into a voting
trust or make any public request to amend the terms of the Letter
Agreement.
The Letter Agreement further provides that, at the 2018 Annual
Meeting, Mr. Akradi will vote all shares of Company common stock
that he is entitled to vote in accordance with the Board's
recommendation with respect to any (i) proposal requesting
ratification of the Company's independent accounting firm, (ii)
say-on-pay proposal and (iii) shareholder proposal.
"We are pleased to have reached this agreement with Mr. Akradi and
welcome another one of our largest shareholders to the Board," said
Richard Weber, Chairman of the Board of Directors. "We look
forward to Mr. Akradi's input and will work closely with him to
create value for all of our shareholders."
"I want to thank the Chairman and the rest of the Board for the
constructive approach taken in reaching today's agreement," said
Mr. Akradi. "I look forward to working with management and the
Board of Directors to pursue our shared goal of increasing value
for Northern's shareholders."
Mr. Akradi has served as Chairman of the Board, president, chief
executive officer and a director of LTF Holdings, Inc. and its
wholly owned subsidiary, Life Time, since September 2015. For a
period of more than five years prior to such time, Mr. Akradi was
Chairman of the Board, president, chief executive officer and a
director of Life Time, which was a public company until it was
taken private in 2015. Mr. Akradi owns approximately 9.8 percent
of Northern's outstanding common shares.
About Northern Oil
Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an
exploration and production company with a core area of focus in the
Williston Basin Bakken and Three Forks play in North Dakota and
Montana.
Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, Northern Oil had $449.24 million in total
assets, $919.3 million in total liabilities and a total
stockholders' deficit of
$470.09 million.
* * *
As reported by the TCR on March 24, 2017, Moody's Investors Service
affirmed Northern Oil and Gas' (NOG) 'Caa2' Corporate Family Rating
(CFR), the 'Caa2-PD' Probability of Default Rating (PDR), the
'Caa3' senior unsecured notes rating, and the SGL-4 Speculative
Grade Liquidity (SGL) rating. The ratings outlook is negative.
"The affirmation reflects Moody's expectations that Northern Oil &
Gas will continue to have elevated leverage as it increases capital
spending in 2017 to keep production volumes flat," commented James
Wilkins, Moody's Vice President-Senior Analyst. "The negative
outlook reflects the likelihood that the company's earnings will
not recover sufficiently to meet its financial covenants in the
second quarter 2018."
Northern Oil and Gas carries a 'CCC' corporate credit rating, with
negative outlook, from S&P Global Ratings.
NULOOK CAPITAL: Hires Jacobs as Special Litigation Counsel
----------------------------------------------------------
Nulook Capital, LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Randall S. D.
Jacobs, PLLC, as special litigation counsel to the Debtor.
Nulook Capital requires Jacobs to provide necessary legal services
in connection with the prosecution of an adversary proceeding
captioned Nulook Capital, LLC v. Michael Cardello, III et al., Adv.
Pro. No. 17-08134.
Jacobs will be paid at these hourly rates:
Partners $550-$600
Special Counsel $500
Associates $250-$400
Legal Assistants $110-$150
Jacobs will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Randall S. D. Jacobs, partner of Randall S. D. Jacobs, PLLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Jacobs can be reached at:
Randall S. D. Jacobs, Esq.
RANDALL S. D. JACOBS, PLLC
30 Wall Street, 8th Floor
New York, NY 10005
Tel: (212) 709-8116
Fax: (973) 226-3301
E-mail: rsdjacobs@chapter11esq.com
About Nulook Capital, LLC
NuLook Capital, LLC provides cash advances to selected merchants by
purchasing their Future Receivables at a discount for cash and
regularly transacted such business as both (i) a direct purchaser
of Future Receivables using its own capital and reinvesting the
proceeds in more merchant cash advances, and (ii) as the lead
purchaser syndicating such purchases with other participating
purchasers through 2013.
NuLook Capital, LLC sought Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 17-72013) on April 4, 2017. The petition was signed by
Anthony Mannino, managing member. The Debtor estimated assets and
liabilities in the range of $1 million to $10 million.
The case is assigned to Judge Louis A. Scarcella.
The Debtor hired the Law Office of Ira R. Abel, as successor
counsel of the Law Office of Randall S. D. Jacobs, PLLC. The Debtor
hired the Law Office of Randall S. D. Jacobs, PLLC, as special
litigation counsel.
NYC BROOK: Hires EisnerAmper as Accountant
------------------------------------------
NYC Brook LLC, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of New York to employ EisnerAmper LLP, as
accountant to the Debtor.
NYC Brook requires EisnerAmper LLP to:
a. monitor the activities of the Debtor;
b. assist in the preparation of the monthly operating reports,
budgets and projections;
c. review the filed claims for reasonableness against the
Debtor's records and filing schedules;
d. interact with the Creditor's Committee and its retained
professionals, should one be appointed;
e. attend meetings with the Debtor and Counsel, meetings with
the Creditors and Court hearings;
f. assist in the preparation of the Plan of Reorganization and
the Disclosure Statement; and
g. provide other assistance as the Debtor and counsel may deem
necessary.
EisnerAmper LLP will be paid at these hourly rates:
Partners $515-$630
Directors/Senior Managers $440-$515
Managers $310-$370
Senior Staff $250-$300
Paraprofessional $225-$250
EisnerAmper LLP will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ira Spiegel, director of EisnerAmper 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.
EisnerAmper LLP can be reached at:
Ira Spiegel
EISNERAMPER LLP
750 Third Avenue
New York, NY 10017
Tel: (212) 949-8700
About NYC Brook LLC
NYC Brook LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 16-44353) on September 29, 2016, disclosing under
$1 million in both assets and liabilities. The Debtor initially
hired David Carlebach, Esq., at The Carlebach Law Group. The Law
Office of Ira R. Abel, replaced The Carlebach Law Group, as counsel
to the Debtor.
PALADIN ENERGY: Sale of All Assets to Pogo Resources Approved
-------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Paladin Energy Corp.'s sale of
substantially all assets to Pogo Resources, LLC.
A hearing on the Motion was held on July 21, 2017.
The sale is free and clear of all liens, claims, encumbrances, and
interests.
Upon closing, all Assumed Contracts will be assumed by the Debtor
and assigned to the High Bidder pursuant to section 365 of the
Bankruptcy Code. The payment of such Cure Costs, regardless of
whether it is $0, will be in full and final satisfaction of all
obligations to the counterparties for any pecuniary losses under
such contracts or leases.
Notwithstanding any other provision in the Documents or any
document implementing the Sale, the Department of the Interior will
retain the right to audit and/or perform any compliance review on
the Federal Leases, and if appropriate, collect from the Debtor
and/or High Bidder any additional monies owed by the Debtor prior
to the transfer or assignment of the Federal Leases without those
rights being adversely affected by these bankruptcy proceedings.
The Debtor and any successful buyer, including the High Bidder,
that is able to obtain consent and an interest in the Federal
Leases will retain all defenses and/or rights, other than defenses
and/or rights arising from the bankruptcy, to challenge any
determinations relating to the Federal Leases.
Notwithstanding anything contained in the Order or the PSA,
including, but not limited to, the proposed Cure Costs, all
postpetition revenue attributable to the working interest of
Sheridan Holding Company II, LLC in any of the Assets being
purchased by the High Bidder will remain payable to Sheridan
pursuant to the terms of the applicable agreements and thereafter
paid pursuant to the terms of the PSA and the Order.
Amounts owed to Sheridan attributable to the period before May 1,
2017 will be paid by the Debtor at closing in accordance with the
terms of the PSA. Amounts owed to Sheridan not paid at closing, if
any, that are attributable to the period before the Effective Date
will remain the obligation of the Debtor in accordance with the
terms of the PSA.
To the extent there are disputes concerning amounts owed to
Sheridan attributable to the period prior to the Effective Date,
Sheridan and the Debtor will endeavor in good faith to agree upon
all amounts owed prior to July 31, 2017. If Sheridan and the
Debtor cannot resolve their disputes, if any, prior to July 31,
2017, then both Sheridan and the Debtor reserve their rights to
seek relief from the Court and will in good faith endeavor to set
any such hearing prior to closing. Under no circumstances will any
dispute between Sheridan and the Debtor delay closing, except with
the express consent of the High Bidder.
To the extent there is any dispute with regard to amounts owed to
Sheridan attributable to the period after the Effective Date, then
the Debtor will work in good faith with both the High Bidder and
Sheridan to provide information and otherwise assist in resolving
any dispute, with the High Bidder and Sheridan reserving their
rights to seek relief from the Court if necessary.
Pursuant to the settlement agreement between the Debtor and MUFG
Union Bank, N.A., which was approved by the Court on April 26,
2017, upon the closing of the Sale, the Debtor will pay all
proceeds from the sale of the Assets, within two business days, to
MUFG less compensation payable to Anderson King Consultants as
broker and the "Wind Down Budget Amount." All terms of the MUFG
Settlement Agreement and Settlement Order will remain binding and
in effect, and the Debtor will pay all additional amounts that are
due to MUFG pursuant to the terms thereof.
All purchasers of oil and gas produced from wells transferred under
the PSA are authorized and directed to, from and after the closing
date, to promptly remit payment for such production to the High
Bidder.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d), there is no stay pursuant to Bankruptcy Rule 6004(h) or
6006(d) and the Order will be effective and enforceable immediately
upon its entry.
About Paladin Energy
Paladin Energy Corp., in existence since 1997, is in the oil and
gas business. Specifically, Paladin is a producer, owning or
otherwise having interests in numerous wells in Texas and New
Mexico from which the Debtor extracts oil and gas for sale to
third
parties.
Paladin Energy sought chapter 11 protection (Bankr. N.D. Tex. Case
No. 16-31590) on April 21, 2016, estimating assets and debt of $10
million to $50 million.
The Debtor is represented by Davor Rukavina, Esq., at Munsch,
Hardt, Kopf & Harr, P.C., in Dallas, Texas.
MUFG, the Debtor's biggest creditor, holding over 97% of the total
value of claims in the case, is represented by David M. Bennett,
Esq., and Steven Levitt, Esq., at Thompson & Knight LLP, in
Dallas,
Texas; and Tye C. Hancock, Esq., at Thompson & Knight LLP, in
Houston, Texas.
PEAK 10 HOLDING:Term Loan Upsize No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's said that the B3 corporate family rating (CFR) of Peak 10
Holding Corporation, as well as the ratings of its related debt
instruments remain unchanged following the company's announcement
of the upsizing of the first lien term and the downsizing of the
second lien term loan each by $80 million, respectively. The
revised term loan structure results in slightly modest interest
cost savings.
Headquartered in Charlotte, NC, Peak 10 Holding Corporation is a
provider of network-neutral data center, cloud and managed
services.
PETROLIA ENERGY: Successfully Closes Series A & Eliminates LT Debt
------------------------------------------------------------------
Petrolia Energy Corporation has successfully closed its $2 million
Series A preferred stock offering and has converted all of its
long-term debt to equity.
"We continue to execute on our long term strategy to explore and
develop high-probability, low risk Oil & Gas Properties. We have
now positioned ourselves as a debt free company to further seek new
opportunities for our continued growth and increase our presence in
the marketplace. This concerted effort, combined with Management's
resolve to acquire attractive acreage in strategic areas, will
further position Petrolia for the long-haul," commented Zel C.
Khan, CEO of Petrolia.
James Burns, Petrolia's president contributed, "These significant
milestones clearly demonstrate the commitment and confidence
insiders have in the Company."
On July 19, 2017, Petrolia entered into a Debt Conversion Agreement
with Jovian Petroleum Corporation and its subsidiary, Jovian
Resources LLC, pursuant to which Jovian has converted the remaining
$2,000,000 of the original $3,000,000 balance of the Production
Payment Note borrowed by the Company from Jovian, into 12,749,286
shares of the Company's Common Stock and 21,510 shares of the
Company's Series A Preferred Stock. This conversion will cancel
the remaining balance of the Production Payment Note by and between
the Company and Jovian, dated Feb. 28, 2016. This is the same note
that was partially reduced through Jovian's first conversion that
was included in the Form 8-K report dated May 30, 2017.
Jovian is an affiliate of the Company, as Quinten Beasley, the
president and CEO of Jovian, sits on Petrolia's board of directors
along with Zel C. Khan, Petrolia's CEO, a shareholder in Jovian.
Both Mr. Beasley and Mr. Khan abstained from voting on the terms of
the Conversion Agreement. The Company's remaining board members
voted in favor of the Conversion Agreement as disclosed.
On July 6, 2017 the Company entered into a Debt Conversion
Agreement with Rick Wilber pursuant to which Mr. Wilber has
converted his $550,000 of convertible secured promissory notes to
Company preferred stock.
Details of these transactions have been filed in an 8-K with the
Securities and Exchange Commission, a copy of which is avaiable for
free at https://is.gd/G5Y53W
About Petrolia Energy
Petrolia Energy Corporation -- http://www.petroliaenergy.com/--
formerly known as Rockdale Resources Corporation, is an oil and gas
exploration, development, and production company. With operations
in Texas, Oklahoma and New Mexico, the Company focuses on
redeveloping existing oil fields in well-established oil rich
regions of the U.S., employing industry-leading technologies to
create added value.
Petrolia Energy reported a net loss of $1.87 million on $321,000 of
total revenue for the year ended Dec. 31, 2016, compared with a net
loss of $1.85 million on $188,000 of total revenue for the year
ended Dec. 31, 2015.
As of March 31, 2017, Petrolia Energy had $13.23 million in total
assets, $6.62 million in total liabilities and $6.61 million in
total stockholders' equity.
MaloneBailey, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that Petrolia Energy has incurred losses from operation
since inception and has a net working capital deficiency. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
PRESCOTT VALLEY: Plan Outline Okayed, Plan Hearing on Sept. 6
-------------------------------------------------------------
The U.S. Bankruptcy Court in Arizona is set to hold a hearing on
September 6 to consider approval of the Chapter 11 plan of
reorganization for Prescott Valley Events Center LLC and its
affiliates.
The hearing will be held at 1:30 p.m., at Courtroom 702, Seventh
Floor, 230 N. First Avenue, Phoenix, Arizona.
The court on July 14 approved the companies' disclosure statement,
allowing them to start soliciting votes from creditors.
The order set an August 23 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
The companies' latest disclosure statement filed on July 13
contains additional information regarding the issuance of new bonds
by the district in the original principal amount of $16 million
after the effective date of the plan.
The new bonds will be in denominations of $1,000 of principal
amount and integral multiples thereof. The new bonds will be, in
each case, in the forms of single, physically paper certificated
bonds in the original principal amount of $16 million, maturing on
July 1, 2037, with mandatory redemption requirements on July 1 of
2018 through 2036, such that, with interest, approximately equal
annual debt service will be payable each year with respect to the
new bonds.
A copy of the first amended disclosure statement is available for
free at https://is.gd/l7aAmV
About Prescott Valley Events Center
Prescott Valley Events Center, LLC, was formed in 2005 to construct
and operate a multi-purpose sports and entertainment arena known as
the Prescott Valley Events Center in Prescott Valley, Arizona.
The Center opened in 2006 and plays host to concerts, community
events, trades shows, and sporting events, including several high
school championships. Until 2014, the Center served as the home of
the Arizona Sundogs (CHL) ice hockey team. The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.
The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50 percent of the membership interests in PVEC.
PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr.
D.Ariz. Case No. 15-10356) on Aug. 14, 2015.
On November 30, 2015, J A Flats, Inc. and J A Flats II, Inc. filed
Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 15-15233 and
15-15235). The cases are jointly administered with that of PVEC
under Case No. 15-10356.
PVEC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt. J A Flats disclosed that it had estimated
assets and liabilities of less than $100,000. J A Flats II
disclosed $3.11 million in assets and $38,789 in liabilities.
The cases are assigned to Judge Madeleine C. Wanslee. Carolyn J.
Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC,
in Phoenix, represent the Debtors as bankruptcy counsel.
On June 2, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization. The
Debtors hired Globic Advisors as information and tabulation agent
in connection with the plan.
PRIME METALS: Sale of All Assets to Amerinac for $9.6M Approved
---------------------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Prime Metals & Alloys,
Inc.'s sale of substantially all assets to Amerinac Holding Corp.
or its assignee for $9,600,000, plus the assumption of the Assumed
Liabilities.
A sale hearing was held on July 13, 2017.
The sale is in " as is, where is" condition, without
representations or warranties of any kind whatsoever, except for
those representations and warranties set forth in the Bid
Procedures Order and the APA; and free and clear of all Liens,
Claims, interests, and encumbrances.
To the extent necessary to effectuate the timely and efficient
administration of the estate, counsel for the Debtor and counsel
for the Official Committee of Unsecured Creditors will be permitted
to access and review the Debtor's business records during regular
business hours upon prior notice to the Debtor; and then, after
Closing, upon24 hours prior notice to Buyer and with the Buyer's
consent, which the Buyer will not unreasonably withhold.
The net proceeds of the Purchase Price will be disbursed directly
to S&T Bank at Closing, after deducting and paying at Closing these
expenses:
a. Real estate taxes prorated as of the date of Closing
pursuant to the APA and any other appropriate closing costs;
b. Professional fees owed to counsel for the Debtor in the
amount of $217,500;
c. Professional fees owed to counsel for the Committee in the
amount of $100,000;
d. Professional fees owed to H2R, CPA, in the amount of
$50,000, less any amounts previously paid to H2R, CPA;
e. The Transaction Fee to Strategic Advisors, Inc., in the
amount of $200,000; and
f. A carve-out of $175,000 for the general unsecured creditors
of the Debtor.
The Closing will occur in accordance with the APA and the Order,
unless the Debtor and the Buyer agree to extend the closing
deadline; provided, however, that the Closing must occur by Aug.
18, 2017 unless extended by the parties pursuant to the APA to
permit the Buyer to engage a reputable environmental consultant to
perform a Phase II environmental site assessment at the Buyer's
expense, but in no event later than Sept. 30, 2017. In the event
the Phase II environmental site assessment, to the extent required,
shows remediation costs in excess of $1,000,000, the Buyer will
have the right to terminate the APA and have $250,000 of its
$500,000 deposit refunded.
Within 10 days following Closing, the Debtor will file a Report of
Sale which will include a copy of the HUD-1 or other Settlement
Statement.
Pursuant to Federal Rules of Bankruptcy Procedure 6004(h) and
6006(d), the Order will not be stayed after the entry, but will be
effective and enforceable immediately upon entry, and the stay
provided in Bankruptcy Rules 6004(h) and 6006(d) are expressly
waived.
About Prime Metals & Alloys
Prime Metals & Alloys, Inc., began as a scrap-trading company and
has grown to manufacturing and providing alloys, ingots, specialty
scrap materials and customized scrap blends. Prime Metals &
Alloys
sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-70164)
on
March 2, 2017, estimating assets of $1 million to $10 million and
$10 million to $50 million in debt. The petition was signed by
Richard Knupp, president.
Judge Jeffery A. Deller is assigned to the case.
The Debtor tapped Kirk B. Burkley, Esq., Allison L. Carr, Esq., and
Daniel R. Schimizzi, Esq., at Bernstein-Burkley, P.C., as counsel.
H2R CPA LLC serves as the Debtor's accountant. The Debtor employed
Strategic Advisors, Inc. to market its assets.
The official committee of unsecured creditors retained Fox
Rothschild LLP as legal counsel.
ROOSTER ENERGY: Cochon Committee Hires Heller Draper as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cochon Properties,
LLC, seeks authorization from the U.S. Bankruptcy Court for the
Western District of Louisiana to retain Heller Draper Patrick Horn
& Dabney, LLC, as counsel to the Cochon Committee.
The Cochon Committee requires Heller Draper to:
a. advise the Cochon Committee in connection with its powers
and duties under the Bankruptcy Code, the Bankruptcy Rules
and the Bankruptcy Local Rules;
b. assist and advise the Cochon Committee in its consultation
with the Debtors relative to the administration of these
cases;
c. attend meetings and negotiate with the representatives of
the Debtors and other parties-in-interest;
d. assist and advise the Cochon Committee in its examination
and analysis of the conduct of the Debtors' affairs;
e. assist and advise the Cochon Committee in connection with
any sale of the Debtors' assets pursuant to section 363 of
the Bankruptcy Code;
f. assist the Cochon Committee in the review, analysis and
negotiation of any chapter 11 plans of reorganization or
liquidation that may be filed and assist the Committee in
the review, analysis and negotiation of the disclosure
statement accompanying any such plans;
g. assist the Committee in analyzing the claims asserted
against and interests asserted in the Debtors, in
negotiating with the holders of such claims and
interests, and in bringing, participating in, or advising
the Cochon Committee with respect to contested matters and
adversary proceedings, including objections or estimation
proceedings, with respect to such claims or interests;
h. assist with the Cochon Committee's review of the Debtors'
Schedules of Assets and Liabilities, Statements of
Financial Affairs and other financing reports prepared by
the Debtors, and the Cochon Committee's investigation of
the acts, conduct, assets, liabilities and financial
condition of the Debtors and of the historic and ongoing
operation of their businesses;
i. assist the Cochon Committee in its analysis of, and
negotiations with, the Debtors or any third party related
to, among other things, cash collateral issues, financings,
compromises of controversies, assumption or rejection
of executory contracts and unexpired leases, and matters
affecting the automatic stay;
j. take all necessary action to protect and preserve the
interests of the Committee, including (i) possible
prosecution of actions on its behalf; and (ii) if
appropriate, negotiations concerning all litigation in
which the Debtors are involved;
k. prepare on behalf of the Cochon Committee all necessary
motions, applications, answers, orders, reports, replies,
responses and papers in support of positions taken by the
Cochon Committee;
l. appear, as appropriate, before the Bankruptcy Court, the
appellate courts, and the U.S. Trustee, and protect the
interests of the Cochon Committee before those courts and
before the U.S. Trustee; and
m. perform all other necessary legal services in these cases.
Heller Draper will be paid at these hourly rates:
William H. Patrick, III $485
Tristan E. Manthey $445
Cherie Nobles $355
Tiffany Snead $275
Paralegal $120
Heller Draper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: As of the filing of the Application, Heller Draper
has not proposed a budget and staffing plan, but
recognizes the Guidelines' requirements as regards
to submission of fee applications and will shortly
have before the Cochon Committee a monthly proposed
budget and staffing plan to be dealt with in fee
submissions before the Bankruptcy Court and in
accordance with fee and expense procedure orders.
Tristan E. Manthey, member of Heller Draper Patrick Horn & Dabney,
LLC, assured the Court that the firm and its professionals are 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.
Heller Draper can be reached at:
Tristan E. Manthey, Esq.
HELLER DRAPER PATRICK HORN & DABNEY, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130
Tel: (504) 299-3300
About Rooster Energy, L.L.C.
Houston, Texas-based Rooster Energy Ltd. --
http://www.roosterenergyltd.com-- is an integrated oil and natural
gas company with an exploration and production (E&P) business and a
downhole and subsea well intervention and plugging and abandonment
service business. The Company's operations are located in the state
waters of Louisiana and the shallow waters of the Gulf of Mexico,
mature regions that have produced since 1936.
Rooster Energy, L.L.C., Rooster Energy Ltd., and five other
affiliates filed a Chapter 11 petition (Bankr. W.D. La. Lead Case
No. 17-50705) on June 2, 2017. Jan M. Hayden, Esq., Lacey
Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti,
Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve
as bankruptcy counsel.
In its petition, Rooster Energy L.L.C. estimated $0 to $50,000 in
assets and $50 million to $100 million in liabilities. The petition
was signed by Kenneth F. Tamplain, Jr., president and chief
executive officer.
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on June 22,
2017, appointed two creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Cochon Properties,
LLC. The Cochon Committee hires Heller Draper Patrick Horn &
Dabney, LLC, as counsel.
Henry Hobbs, Jr., acting U.S. trustee for Region 5, on June 23
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Rooster Petroleum
LLC, an affiliate of Rooster Energy, LLC.
SAMCHULLY MIDSTREAM: S&P Affirms Then Withdraws 'B' CCR
-------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Samchully Midstream 3 LLC.
Subsequently, S&P withdrew the corporate credit rating at the
issuer's request. S&P withdrew the issue-level rating because the
debt was repaid on June 26, 2017.
SANDERS RE 2014-1: S&P Raises Class C Notes Rating to 'BB+(sf)'
---------------------------------------------------------------
S&P Global Ratings said it raised its rating on Sanders Re Series
2014-1 Class C notes to 'BB+(sf)' from 'BB(sf)'. At the same time,
S&P is affirming its 'BB+(sf)' and 'BB(sf)' ratings on the Class B
and D notes.
The rating action on the Class C notes reflects the passage of the
variable reset, which had allowed the expected loss at a reset to
be plus/minus 20 basis points of the initial expected loss. The
Class C notes are in their final risk period. The attachment
probability for the final risk period is 0.97%, and the warm sea
surface attachment probability is 1.10%. The initial and current
expected loss is 0.87%. After additional adjustments related to
time independence for earthquakes and the standard adjustment made
for catastrophe bonds with industry triggers, the natural
catastrophe risk factor is in the 'bb+' category. S&P's current
financial strength rating on the cedent, Allstate Insurance Co., is
'AA-' and the collateral investment is rated 'AAAm'.
RATINGS LIST
Upgraded
Sanders Re Ltd. To From
Series 2014-1 Class C Notes BB+(sf) BB(sf)
Ratings Affirmed
Sanders Re Ltd.
Series 2014-1 Class B Notes BB+(sf)
Series 2014-1 Class D Notes BB(sf)
SCIENTIFIC GAMES: Incurs $39.1 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Scientific Games Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $39.1 million on $766.3 million of total revenue for the three
months ended June 30, 2017, compared to a net loss of $51.7 million
on $729.2 million of total revenue for the three months ended June
30, 2016.
For the six months ended June 30, 2017, the Company reported a net
loss of $139.9 million on $1.49 billion of total revenue compared
to a net loss of $144 million on $1.41 billion of total revenue for
the six months ended June 30, 2016.
As of June 30, 2017, Scientific Games had $7.06 billion in total
assets, $9.06 billion in total liabilities and a total
stockholders' deficit of $1.99 billion. The Company had cash and
cash equivalents of $198.2 million as of June 30, 2017.
"We believe that our cash flow from operations, available cash and
cash equivalents and available borrowing capacity under our
existing or anticipated financing arrangements will be sufficient
to meet our liquidity needs for the foreseeable future; however, we
cannot assure that this will be the case. We believe that
substantially all cash held outside the U.S. is free from legal
encumbrances or similar restrictions that would prevent it from
being available to meet our global liquidity needs," the Company
stated in the report.
Total cash held by the Company's foreign subsidiaries was $53.7
million as of June 30, 2017. To the extent that a portion of its
foreign cash was required to meet liquidity needs in the U.S., the
Company might incur a tax liability to repatriate it, the timing
and amount of which would depend on a variety of factors.
"Second quarter results represent our seventh quarter of
consecutive year-over-year growth, including $169 million of cash
flow from operating activities, as a result of ongoing improvements
in our gaming, lottery and interactive operations," said Kevin
Sheehan, chief executive officer of Scientific Games. "We achieved
year-over-year revenue growth in global gaming machine sales,
gaming systems, table products and interactive; as well as in U.S.
instant games revenue. In addition, as a result of our improving
organizational structure, we increased our AEBITDA margin by 270
basis points.
"Across the Company, we are maintaining a laser focus on executing
our strategies and capitalizing on our many opportunities," Sheehan
added. "I am proud of all of our dedicated team members who daily
commit themselves to empower our customers with the best gaming and
lottery experiences in the world, while remaining focused on
delivering our financial goals."
Michael Quartieri, chief financial officer of Scientific Games,
added, "Our focus on innovative new products, continuous process
improvement and fiscal discipline have enabled us to grow operating
income and cash flow, leading to a reduction in our net debt. This
has resulted in our net debt leverage ratio at
June 30, 2017 declining to 6.8 times twelve-month AEBITDA. With our
strengthened performance, we are well positioned to further improve
our capital structure and lower our cost of capital."
Net cash flow from operating activities increased $77.7 million to
$168.5 million, inclusive of approximately $6.0 million of cash
payments related to the business improvement initiatives
implemented in the 2016 fourth quarter. The primary driver was a
$61.4 million increase in net income after adjustment for non-cash
items included in net loss.
The change in deferred income taxes and other is a result of the
valuation allowance on our deferred taxes.
The change in working capital accounts was primarily driven by a
$2.9 million decrease in accounts and notes receivables primarily
due to the timing of orders and an $8.0 million decrease in
inventories, partially offset by a $5.3 million unfavorable net
impact from changes in other current assets and liabilities.
Capital expenditures totaled $78.9 million for the quarter. For
2017, the Company continues to expect capital expenditures will be
within a range of $280-$310 million, based on existing contractual
obligations and planned investments.
The Company announced an intent to capitalize on its improved
financials and favorable market conditions by initiating a process
to amend and extend its existing term loans, with the stated
purpose of reducing cash interest cost and extending the maturity
out to 2024.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/2vLIGs
About Scientific Games
Scientific Games Corporation (NASDAQ:SGMS) is a developer
of technology-based products and services and associated content
for worldwide gaming, lottery and interactive markets. The
Company's portfolio includes gaming machines, game content and
systems; table games products and shufflers; instant and draw-based
lottery games; server-based lottery and gaming systems; sports
betting technology; loyalty and rewards programs; and interactive
content and services. For more information, please visit
ScientificGames.com.
Scientific Games reported a net loss of $353.7 million on $2.88
billion of total revenue for the year ended Dec. 31, 2016,
compared to a net loss of $1.39 billion on $2.75 billion of total
revenue for the year ended Dec. 31, 2015.
* * *
In November 2014, Moody's Investors Service downgraded Scientific
Games Corporation's Corporate Family Rating to 'B2' from 'B1'
following the announcement that the company had completed its
merger with Bally Technologies, Inc.
As reported by the TCR on Aug. 9, 2016, S&P Global Ratings lowered
its corporate credit rating on Scientific Games to 'B' from 'B+'.
The outlook is stable. "The downgrade of Scientific Games reflects
our forecast for lower EBITDA growth and weaker credit measures
than we previously expected," said S&P Global Ratings credit
analyst Ariel Silverberg.
SCOTT SWIMMING: Unsecured Creditors to be Paid 100% in 10 Years
---------------------------------------------------------------
Unsecured creditors of Scott Swimming Pools, Inc., will be paid
100% of their claims in 10 years, according to the company's
proposed plan to exit Chapter 11 protection.
Under the restructuring plan, Scott Swimming Pools will pay 10% of
allowed Class 2 general unsecured claims over 60 months, with
payments commencing 60 days after the effective date of the plan.
Then the company will pay the remaining 90% over the next 60
months.
General unsecured creditors assert a total of $110,000 in claims.
Class 2 is impaired and unsecured creditors are entitled to vote
accepting or rejecting the plan.
The feasibility of the proposed plan depends on the continued
feasibility of the company and amount of allowed claims, according
to its disclosure statement filed with the U.S. Bankruptcy Court in
Connecticut.
A copy of the disclosure statement is available for free at
https://is.gd/9utl4s
About Scott Swimming Pools
Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs,
sells and services swimming pools. Its offices and property are
located at 75 Washington Road, Woodbury, CT.
Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn.
Case No. 15-50094) on Jan. 22, 2014. James M. Scott, the Company's
president, signed the petition.
The case is assigned to Judge Alan H.W. Shiff.
The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and
Friedman, P.C., as bankruptcy counsel.
The Debtor disclosed that it owed creditors $3.79 million.
SHAMROCK ROOFING: Hires Leyh Payne as Bankruptcy Counsel
--------------------------------------------------------
Shamrock Roofing & Remodeling LLC, et al., seek authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Leyh Payne & Mallia, PLLC, as counsel to the Debtor.
Shamrock Roofing requires Leyh Payne to:
a. advise the Debtors with respect to its 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 the Chapter 11 cases,
including all of the legal and administrative requirements
of operating in Chapter 11 bankruptcy proceedings;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest;
d. take necessary actions to protect and preserve the Debtors'
estates, including prosecuting actions on the Debtors'
behalf, defend actions commenced against the Debtors and
represent the Debtors' interests in negotiations concerning
litigation in which the Debtors are involved, including
objections to claims filed against the Debtors' estates;
e. prepare on behalf of the Debtors, pleadings, including
motions, applications, answers, orders, reports and papers
necessary or otherwise beneficial to the administration of
the Debtors' estates;
f. advise the Debtors in connection with any sale of their
assets;
g. consult with the Debtors regarding tax matters;
h. appear before the Bankruptcy Court and any appellate courts
to represent the interest of the Debtors' estates before
those courts; and
i. perform all other necessary or otherwise beneficial legal
services and provide legal advice to the Debtors in the
Chapter 11 case.
Leyh Payne will be paid at these hourly rates:
Attorney $225-$325
Paralegal $100
Leyh Payne will be paid a retainer in the amount of $5,000.
The Debtor Shamrock Roofing has agreed to pay Leyh Payne monthly,
beginning August 1, 2017.
Leyh Payne will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven A. Leyh, partner of Leyh Payne & Mallia, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Leyh Payne can be reached at:
Steven A. Leyh, Esq.
LEYH PAYNE & MALLIA, PLLC
9545 Katy Freeway, Suite 200
Houston, TX 77024
Tel: (713) 785-0881
Fax: (713) 784-0338
About Shamrock Roofing & Remodeling LLC
Shamrock Roofing and Remodeling LLC of Spring Texas, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-33690)
on June 13, 2017, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Steven A. Leyh, Esq., at
Leyh Payne & Mallia, PLLC.
SHANGOL INC: Trustee Selling Assets to Apostolopoulos for $4M
-------------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Aug. 22, 2017 at
11:00 a.m. to consider the sale by Donald Biase, Trustee of
Shangol, Inc., of business assets, liquor license, and real
property located at 609 Eagle Rock Avenue, West Orange, New Jersey,
to Konstantinos Apostolopoulos and/or his designee for $3,960,000,
subject to overbid.
The objection deadline is Aug. 15, 2017.
The Trustee engaged in arm's-length negotiations with the Buyer,
pursuant to which the Trustee has entered into a Letter of Intent
("LOI") to sell the Debtor's Assets to the Buyer for $3,960,000
free and clear of any liens, claims, interests and encumbrances
pursuant to the terms of the proposed Agreement of Sale.
After carefully evaluating the Buyer's offer and the potential for
additional offers, the Trustee has determined that the price
offered by the Buyer is the highest and best price he can obtain
for the estate's interest in the Debtor's assets under the
circumstances.
The salient terms of the agreement of sale are:
a. The Parties: The Seller under the Agreement of Sale is the
Trustee, not individually or personally but on behalf of the
Debtor's bankruptcy estate. The purchaser is Konstantinos
Apostolopoulos and/or his assigns.
b. The Assets: All of the business assets of Shangol, including
the "Atrium Country Club catering business and its real estate,
which consists of the land together with the buildings, structures
and improvements thereon and the appurtenances thereto, situated at
Block 152.22, Lots 1412.01 and 1412.02 on the Tax Map for the
Township of West Orange, County of Essex and State of New Jersey
and more commonly known as 609 Eagle Rock Avenue, West Orange, New
Jersey, and the liquor license of Pleasandale Cocktail Lounge, Inc.
This sale does not include two vacant lots on Kenz Place, West
Orange, New Jersey.
c. The Purchase Price: $3,960,000
d. The Deposit: An initial deposit of $50,000 (received) and an
additional sum of $150,000 upon execution and exchange of the
Contract.
e. "As Is, Where Is": The Buyer agrees to accept the Debtor's
Assets in its "as is" condition. The Trustee makes no
representations or warranties whatsoever.
f. Bankruptcy Court Approval: The sale of the estate's interest
in the Debtor's Assets is subject to Court approval.
A copy of the LOI attached to the Notice is available for free at:
http://bankrupt.com/misc/Shangol_Inc_138_Sales.pdf
Alma Bank, the secured mortgagee, who has a foreclosure judgment in
the sum of $3,800,000, has agreed to accept the sum of $2,950,000
("Negotiated Payoff") in satisfaction of its mortgage/judgment,
subject to the following: (i) Alma Bank will receive 50% of any
proceeds from avoidance claim recoveries under 11 U.S.C. Sec. 547,
548 and/or 549 up to the sum of $50,000; and (ii) Alma Bank will
receive any excess proceeds from the sale of 609 Eagle Rock Avenue,
West Orange, New Jersey after payment of the Negotiated Payoff,
accrued real estate taxes and Court approved Chapter 11
administrative claims.
As of July 7, 2017, the accrued and unpaid real estate taxes are
approximately $493,592.
Subject to Court approval, the Trustee has agreed to seek approval
and pay a real estate broker's commission not to exceed the sum of
$60,000. After payment of the Negotiated Payoff and Real Estate
Tax Liens, the Trustee will have approximately $456,000 for the
estate. In addition, pending closing on the Asset Sale, the
Trustee will be entering into a Management Agreement with the Buyer
to manage the Atrium catering business, whereby the Buyer will be
responsible for operating the catering business and its associated
costs and expenses.
The Trustee will accept all higher and better offers on the
estate's interest in the Debtor's Assets up to and including the
hearing date. All bidders must have certified funds on the hearing
date in order to bid.
The claim of Parham Yedidison (Claim No. 15) should be modified
from secured to a general unsecured claim as the creditor failed to
properly perfect his alleged secured liens against the real estate
and/or assets of the Debtor. Accordingly, Claim No. 15 should be
modified to an unsecured claim and the Asset Sale should be
approved free and clear of the alleged liens of Parham Yedidsion.
The Trustee has received only one other offer, which was a verbal
offer of $3,000,000. Without any other potential buyers, it is
unlikely the estate would receive any benefit from further attempts
to market and sell the Debtor's Assets. Accordingly, as set forth,
the proposed sale is supported by sound business judgment.
The Trustee asks the Court to waive the 14-day stay under
Bankruptcy Rule 6004(h) to permit him to minimize the costs by
closing the proposed Sale Transaction as soon as possible after the
entry of the Sale Order.
As no novel issue of law is raised and the relevant authorities
relied upon by the Trustee are set forth, the Trustee asks that the
requirements of D.N.J. LBR 9013-2 of filing a brief be waived.
The Purchaser can be reached at:
Konstantinos Apostolopoulo
527 Mount Pleasant Ave.
West Orange, NJ 07052
The Trustee can be reached at:
Donald V. Biase, Esq.
110 Allen Road, Unit 304
Basking Ridge, NJ 07024
About Shangol, Inc.
Shangol Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 16-29313) on Oct. 9, 2016. The
petition was signed by Albert Nazarian, president. Shangol
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Pleasandale Cocktail Lounge, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-30281) on Oct.
24, 2016.
On Dec. 9, 2016, by order of the Court, Shangol's and Pleasandale's
Chapter 11 cases were administratively consolidated.
The cases are assigned to Judge Stacey L. Meisel.
David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
represented the Debtors.
On Feb. 24, 2017, an order was entered appointing Donald V. Biase
as Chapter 11 trustee of the Shangol and Pleasandale estates. The
Chapter 11 Trustee retained the Law Firm of Brian W. Hofmeister,
LLC as attorney, and Bederson, LLP, as accountant.
STO-ROX SCHOOL: Moody's Assigns B2 Underlying Rating to GO Bonds
----------------------------------------------------------------
Moody's Investors Service has assigned an initial B2 underlying
rating with a negative outlook and an A2 enhanced rating with
stable outlook to Sto-Rox School District, PA's General Obligation
Bonds, Series of 2017.
The B2 underlying rating reflects the district's deteriorating fund
balance and liquidity position, resulting from four years of
deficits. The district has been unable to maintain structurally
balanced operations, and continues to rely on tax anticipation
notes to fund operations. The B2 rating further reflects the
district's increased pressures from charter school tuition and
special education costs. The rating also incorporates the
district's limited tax base with very weak income levels and a high
debt burden. There is no clarity as to how the district will return
to structural balance in the near term.
The A2 pre-default enhanced rating reflects Moody's assessments of
the Pennsylvania School District Fiscal Agent Agreement Intercept
Program (Sec. 633), which provides for the pre-default intercept of
state aid through a direct payment to the paying agent. The rating
reflects the intercept program's inherent programmatic strength,
which is two notches below the Commonwealth of Pennsylvania's Aa3
general obligation rating.
Rating Outlook
The negative outlook reflects Moody's expectations of ongoing
challenges to achieve structural balance and to replenish reserves
to adequate levels. It is anticipated that reliance on short term
borrowing will continue. Charter school tuition, special education,
transportation and pension costs will continue to be budget
drivers, and it is unclear how the district will structurally
balance future budgets.
The stable outlook on the enhanced rating mirrors the outlook on
the Commonwealth of Pennsylvania (Aa3 stable).
Factors that Could Lead to an Upgrade
- Material improvement in liquidity without reliance on TAN
issuance
- Maintenance of structurally balanced operations
- Stabilization of charter school tuition and pension costs
Factors that Could Lead to a Downgrade
- Further declines in fund balance or liquidity
- Continued declines in the tax base or wealth levels
- Prospect of a debt restructuring that would impose loss on
bondholders
- Inability to maintain district operations and programs leading
to insolvency or reorganization
Legal Security
The bonds are secured by the district's unlimited ad valorem tax
pledge as they refund a series of debt which are exempt from Act 1
limitations.
Use of Proceeds
The bonds will currently refund the outstanding General Obligation
Bonds, Refunding Series B of 2011 (dated September 15, 2011) for
estimated net present value savings of $69,790 equal to 0.9% of
refunded principal (net of state reimbursement). The refunding is
structured for upfront savings to be taken in fiscal 2018 and
fiscal 2019 in the form of debt service reduction. There is no
extension of final maturity.
Obligor Profile
The K-12 school district, which encompasses an area of
approximately 3 square miles, is located in Allegheny County and is
comprised of Stowe Township and the Borough of McKees Rocks. The
district is six miles northwest of the City of Pittsburgh (A1
stable). The district operates two elementary schools, one middle
school, and one high school.
Methodology
The principal methodology used in the underlying rating was US
Local Government General Obligation Debt published in December
2016. The principal methodology used in the enhanced rating was
State Aid Intercept Programs and Financings: Pre and Post Default
published in July 2013.
STRONGHOLD ASSET: Sale of Tarzana Property for $2.2M Approved
-------------------------------------------------------------
Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central
District of California authorized Stronghold Asset Management
Corp.'s sale of nonresidential real property located at 5021 Topeka
Drive, Tarzana, California (APN 2176-009-005), to Fahd Soliman for
$2,175,000.
A hearing on the Motion was held on July 12, 2017 at 9:30 a.m.
The sale is free and clear of all liens, claims or interests.
The sale proceeds will be disbursed by Escrow, as set forth in the
Stipulation by and Between Debtor and PennyMac Corp. on Motion for
Authority of Debtor to Sell Property of the Estate Free of Liens,
Liens, Claims or Interests, with commissions and costs of sale to
be paid as set forth in the Estimated Closing Statement.
PennyMac Corp. will receive a minimum payment from Escrow of
$1,989,185 as reflected on line 504 of the Estimated Closing
Statement. In the event that the actual settlement charges for
property taxes are less than the amounts reflected on lines 1302,
1303, and 1304 of the Estimated Closing Statement, PennyMac will be
entitled to an additional payment in the amount by which said
estimated settlement charges exceed the actual settlement charges.
Furthermore, the Stipulation is conditioned on the sale closing by
July 31, 2017.
About Stronghold Asset
Stronghold Asset Management Corp. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-11961) on
July 6, 2016. The petition was signed by Edward Akselrod, chief
executive officer. At the time of the filing, the Debtor estimated
its assets and debt at $1 million to $10 million. The case is
assigned to Judge Maureen Tighe. The Law Offices of Louis J. Esbin
is the Debtor's legal counsel.
SUNEDISON INC: Reacts to AQR, et al.'s Plan Hearing Adjournment Bid
-------------------------------------------------------------------
BankruptcyData.com reported that SunEdison Inc. filed with the U.S.
Bankruptcy Court a statement of opposition to the motion filed by
CNH Partners and AQR Capital Management for an order adjourning the
hearing to consider the Company's First Amended Joint Plan of
Reorganization. The Debtors state, "AQR's eleventh-hour request to
adjourn the confirmation hearing is just the latest step in its
self-interested strategy to disrupt the Debtors' emergence from
bankruptcy in order to secure a favorable financial deal for itself
and only itself at the expense of the Debtors' other creditor
constituents who overwhelmingly have voted in favor of the Debtors'
proposed Plan. AQR's attempt to hold the estate and its
constituents' hostage unless it gets what it wants should be
rejected. Delay of the confirmation hearing would only create
uncertainty which would result in value deterioration for the
estate, distract management from their value-accretive efforts to
reduce costs, collect earn-outs, and consummate asset sales, and
prolong the significant professional fee burn rate that the estates
and its creditors must bear (which management estimates is more
than $1 million per week, and may be higher if there is continued
litigation)."
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors
Employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors tapped Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc. also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
TECHNOLOGY WAY: Hires Gamberg & Abrams as Counsel
-------------------------------------------------
Technology Way Holdings LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Gamberg & Abrams, as counsel to the Debtor.
Technology Way requires Gamberg & Abrams to:
a. advise the Debtor with respect to their powers and duties
as debtor and debtor-in-possession in the continued
management and operation of his business and properties;
b. attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and
consult on the conduct of the cases, including all of the
legal and administrative requirements of operating in
Chapter 11;
c. advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases
and executory contracts;
d. provide advice to the Debtor with respect to legal issues
arising in or relating to the Debtor's ordinary course of
business;
e. take all necessary action to protect and preserve the
Debtor's estates, including the prosecution of actions on
their behalf, the defense of any actions commenced against
the estates, negotiations concerning all litigation in
which the Debtor may be involved and objections to claims
filed against the estate;
f. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the
administration of the estates;
g. negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement and all related
agreements and documents, and take any necessary action on
behalf of the Debtor to obtain confirmation of such plan;
h. attend meetings with third parties and participate in
negotiations with respect to the above matters;
i. appear before the Bankruptcy Court, any appellate courts,
and the U.S. Trustee, and protect the interests of the
Debtor's estates before such courts and the U.S. Trustee;
and
j. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with the Chapter 11 case.
Gamberg & Abrams will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Gamberg & Abrams will also be reimbursed for reasonable
out-of-pocket expenses incurred.
On June 19, 2017, the Debtor paid Gamberg & Abrams $5,000 which has
been utilized in part to compensate the Firm for pre-petition
services of legal representation and costs leading up to the
bankruptcy case, including the $1,717 filing fee.
Thomas L. Abrams, partner of Gamberg & Abrams, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Gamberg & Abrams can be reached at:
Thomas L. Abrams, Esq.
GAMBERG & ABRAMS
1776 North Pine Island Road, Suite 215
Fort Lauderdale, FL 33322
Tel: (954) 523-0900
Fax: (954) 915-9016
E-mail: tabrams@tabramslaw.com
About Technology Way Holdings LLC
Headquartered in Boca Raton, Florida, Technology Way Holdings, LLC,
owns commercial condominiums at 1477 Techonology Way, Boca Raton,
Florida, comprising of Units 1-201 and 1-202, approximately 4,595
square feet.
Technology Way Holdings filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-18574) on July 7, 2017, estimating
its assets at up to $50,000 and its liabilities at between $1
million and $10 million. The petition was signed by Emma T.
Alvardo, manager.
Judge Paul G. Hyman, Jr., presides over the case.
Thomas L. Abrams, Esq., at Gamberg & Abrams serves as the Debtor's
bankruptcy counsel.
TIDEWATER INC: Equity Committee Hires Brown Rudnick as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Tidewater
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to retain Brown Rudnick LLP, as
co-counsel to the Equity Committee.
The Equity Committee requires Brown Rudnick to:
a. assist and advise the Equity Committee in its discussions
with the Debtors and other parties-in-interest regarding
the overall administration of the cases;
b. represent the Equity Committee at hearings to be held
before the Bankruptcy Court and communicate with the
Committee regarding the matters heard and the issues raised
as well as the decisions and considerations of the
Bankruptcy Court;
c. assist and advise the Equity Committee in its examination
and analysis of the conduct of the Debtors' affairs;
d. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with the Bankruptcy Court
by interested parties in the cases, advise the Equity
Committee as to the necessity, propriety, and impact of the
foregoing upon the cases, and consent or object to
pleadings or orders on behalf of the Committee, as
appropriate;
e. 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;
f. confer with the professionals retained by the Debtors
and other parties in interest, as well as with such other
professionals as may be selected and employed by the
Committee;
g. coordinate the receipt and dissemination of information
prepared by and received from the Debtors' professionals,
as well as such information as may be received from
professionals engaged by the Committee or other parties-in-
interest in the bankruptcy case;
h. participate in such examinations of the Debtors and other
witness as may be necessary in order to analyze and
determine, 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 Debtor's estates;
i. negotiate and formulate a plan of reorganization for the
Debtors; and
j. 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.
Brown Rudnick will be paid at these hourly rates:
Attorneys $435-$1,455
Paraprofessionals $285-$425
Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
a. Brown Rudnick did not agree to a variation of its standard
or customary billing arrangements for the engagement;
b. None of the professionals included in the engagement have
varied their rate based upon the geographic location of the
Chapter 11 cases;
c. Brown Rudnick did not represent the Committee prior to the
petition date;
d. The Committee retained Brown Rudnick on June 20, 2017. The
billing rates were those provided to the Committee and are
Brown Rudnick's customary billing rates and have not been
increased in connection with the application.
Steven D. Pohl, member of Brown Rudnick, 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.
Brown Rudnick can be reached at:
Steven D. Pohl, Esq.
BROWN RUDNICK, LLP
One Financial Center
Boston, MA 02111
Tel: (617) 856-8594
Fax: (617) 289-0433
E-mail: spohl@brownrudnick.com
On July 25, the Equity Committee advised the Bankruptcy Court that
no objections were filed to the Application. Objections were due
July 24. The Committee says the Court may approve the request.
About Tidewater Inc.
Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.
Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.
Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.
An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
restructuring counsel, and Blank Rome LLP, as maritime counsel in
connection with restructuring discussions.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders; and three creditors to serve on the official
committee of unsecured creditors. Counsel to the Equity Committee
are Saul Ewing LLP and Brown Rudnick LLP. The Equity Committee
retained Miller Buckfire & Co., LLC, as financial advisor and
investment banker. Lawyers at Whiteford, Taylor & Preston LLC
represent the Unsecured Creditors Committee.
TIDEWATER INC: Equity Committee Hires Saul Ewing as Co-Counsel
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Tidewater
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to retain Saul Ewing LLP, as
co-counsel to the Equity Committee.
The Equity Committee requires Saul Ewing to:
a. serve as local bankruptcy counsel to the Equity Committee;
b. serve as conflict counsel to the Equity Committee;
c. provide legal advice with respect to the Equity Committee's
powers, rights, duties, and obligations in the Chapter 11
cases;
d. assist and advise the Equity Committee in its consultations
with the Debtors regarding the administration of the
Chapter 11 cases;
e. prepare on behalf of the Equity Committee all necessary
motions, applications, complaints, answers, orders,
reports, papers and other pleadings and filings in
connection with the Equity Committee's duties in the
Chapter 11 cases;
f. advise and represent the Equity Committee in hearings and
other judicial proceedings in connection with all necessary
motions, applications, objections and other pleadings, and
otherwise protect the interest of those represented by the
Equity Committee; and
g. perform all other necessary legal services as may be
required and authorized by the Equity Committee that are in
the best interest of equity security holders.
Saul Ewing will be paid at these hourly rates:
Partners $425-$950
Special Counsel $390-$815
Associates $250-$430
Paraprofessionals $215-$335
Saul Ewing will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes. The Equity Committee approved the budget and
staffing plan for the first budgeted period from
June 20, 2017 through July 31, 2017.
Mark Minuti, partner of Saul Ewing 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.
Saul Ewing can be reached at:
Mark Minuti, Esq.
SAUL EWING LLP
1201 North Market Street, Suite 2300
Wilmington, DE 19899
Tel: (302) 421-6800
Fax: (302) 421-6813
E-mail: mminuti@saul.com
On July 25, the Equity Committee advised the Bankruptcy Court that
no objections were filed to the Application. Objections were due
July 24. The Committee says the Court may approve the request.
About Tidewater Inc.
Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.
Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.
Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.
An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
restructuring counsel, and Blank Rome LLP, as maritime counsel in
connection with restructuring discussions.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders; and three creditors to serve on the official
committee of unsecured creditors. Counsel to the Equity Committee
are Saul Ewing LLP and Brown Rudnick LLP. The Equity Committee
hired Miller Buckfire & Co., LLC, as financial advisor and
investment banker. Lawyers at Whiteford, Taylor & Preston LLC
represent the Unsecured Creditors Committee.
TIDEWATER INC: Equity Panel Taps Miller Buckfire as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Tidewater
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to retain Miller Buckfire & Co., LLC,
as financial advisor and investment banker to the Equity
Committee.
The Equity Committee requires Miller Buckfire to:
a. familiarize itself to the extent appropriate and feasible
with the business, operations, properties, financial
condition and prospects of the Debtors;
b. assist counsel for the Equity Committee with relevant
pleadings;
c. provide financial advice and assistance in the analysis,
evaluation, negotiation, confirmation and implementation of
a Restructuring of the Debtors;
d. assist and participate in negotiations with other
stakeholders as part of any Restructuring; and
e. if requested by counsel for the Equity Committee or the
Equity Committee, prepare a report concerning the Debtors'
value and testimony with respect to the matters upon which
the Firm has provided advice.
Miller Buckfire will be paid as follows:
a. Monthly Fee: An initial fee $200,000, plus $100,000 monthly
beginning July 23, 2017.
b. Plan Fee: A fee of $300,000, upon the confirmation of a
Plan which is not objected to by the Equity Committee.
c. Report Fee: A fee of $250,000, upon delivery of a Report.
d. Testimony Fee: A fee of $200,000, due when the Firm or its
professionals provide testimony in the Bankruptcy Court. If
such testimony is requested from Counsel or the Equity
Committee and such testimony is not ultimately required or
given, the Testimony Fee is due if the Firm has done
sufficient work preparing for such testimony, in the
opinion of counsel and the Equity Committee, for incurrence
of the Testimony Fee.
Miller will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew Rodriguez, managing director of Miller Buckfire & Co., 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.
Miller can be reached at:
Matthew Rodriguez
MILLER BUCKFIRE & CO., LLC
787 7th Avenue, 5th Floor
New York, NY 10019
Tel: (212) 895-1800
On July 25, the Equity Committee advised the Bankruptcy Court that
no objections were filed to the Application. Objections were due
July 24. The Committee says the Court may approve the request.
About Tidewater Inc.
Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.
Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.
Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.
An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
restructuring counsel, and Blank Rome LLP, as maritime counsel in
connection with restructuring discussions.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders; and three creditors to serve on the official
committee of unsecured creditors. Counsel to the Equity Committee
are Saul Ewing LLP and Brown Rudnick LLP. Lawyers at Whiteford,
Taylor & Preston LLC represent the Unsecured Creditors Committee.
TOPS HOLDING: S&P Rates New 9% Senior Unsecured Notes 'CCC-'
------------------------------------------------------------
S&P Global Ratings assigned its 'CCC-' issue-level rating to Tops
Holding LLC's proposed 9% senior unsecured amortizing notes due
2021. The '6' recovery rating on the new notes reflects S&P's
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of a payment default.
The company plans to use the proceeds from the notes, in addition
to up to $11.6 million in cash, to exchange all of the validly
tendered 8.75%/9.50% senior unsecured notes due June 2018 issued by
Tops Holding II Corp. As of April 22, 2017, there was approximately
$85.5 million in aggregate principal outstanding. Tops Holding LLC
is a wholly owned operating subsidiary of Tops Holding II Corp.
S&P said, "In our view, the proposed exchange offer addresses the
company's near-term refinancing risk. However, underlying operating
performance trends remain soft as Tops continues to struggle with
challenging industry conditions. Tepid traffic growth compounded
with industry wide deflationary pressures have resulted in six
consecutive quarters of negative same-store sales, pressuring
EBITDA and free cash flow generation.
"While deflationary headwinds appear to be abating, we believe
Tops' results will continue to be affected by elevated competitive
activity, impeding meaningful EBITDA gains over the next 12 months.
As a result, we continue to view Tops as having an unsustainable
capital structure given the company's high debt leverage, low
interest coverage and thin cash flow protection metrics."
All of S&P's other ratings on Tops remain unchanged.
RATING LIST
Tops Holding II Corporation
Corporate Credit Rating CCC+/Negative/--
New Rating
Tops Holding LLC
Tops Markets II Corporation
9% senior unsecured notes due 2021 CCC-
Recovery rating 6(0%)
TROJAN BATTERY: S&P Lowers CCR to B- & Secured Loans Rating to B-
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based Trojan Battery Co. LLC to 'B-' from 'B'.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured credit facility 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 payment default.
"All of our ratings on Trojan Battery Co. remain on CreditWatch,
where we placed them with negative implications on June 26, 2017."
The downgrade reflects the contraction of the cushion under the net
leverage covenant on Trojan's senior secured credit facility. The
cushion under the net leverage covenant declined to just under 4%
as of May 31, 2017, from slightly less than 10% as of Feb. 28,
2017, due to step-downs in the covenant and the company's
weaker-than-expected profitability in the third quarter of 2017.
S&P said, "The CreditWatch negative placement reflects the
one-in-two chance that we will lower our ratings on Trojan during
the next year if we believe that the company will be unable to
comply with its net leverage covenant in the near term."
S&P said, "We could lower our ratings on Trojan, potentially by
multiple notches, if we believe that the company will be unable to
comply with its net leverage covenant in the near term, increasing
the likelihood that it will undergo a financial restructuring or
default.
"We could consider removing our ratings on Trojan from CreditWatch
and assigning a stable outlook if the company's operating
performance improves or its covenant levels are amended such that
we believe it will be able to comply with its net leverage covenant
for the next 12 months."
TRUMBLE AND KOCUR: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: Trumble and Kocur Storage Company, Inc.
P.O. Box 551
Geneva, NY 14456
Business Description: Trumble and Kocur is a small business Debtor
as defined in 11 U.S.C. Section 101(51D) in
the general warehousing and storage
business. The Company holds a potential
claim of $300,000 against landlord Hanna-
Woods Geneva, LLC for lost profits.
Chapter 11 Petition Date: July 25, 2017
Case No.: 17-20806
Court: United States Bankruptcy Court
Western District of New York (Rochester)
Judge: Hon. Paul R. Warren
Debtor's Counsel: Kenneth W. Gordon, Esq.
GORDON & SCHAAL, LLP
1039 Monroe Avenue
Rochester, NY 14620
Tel: (585) 244-1070
Fax: 585-244-1085
E-mail: kengor@rochester.rr.com
Total Assets: $553,721
Total Liabilities: $1.26 million
The petition was signed by Cindy Gavitt, president.
The Debtor's list of 10 unsecured creditors is available for free
at http://bankrupt.com/misc/nywb17-20806.pdf
TUSCANY PARTNERS: Richmark Buying Evans Property for $850K
----------------------------------------------------------
Tuscany Partners 2, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize the sale of interest in real
property, as well as the interest of co-owner tenants-in-common,
located at the Northwest Corner of 37th Street and 47th Avenue,
Evans, Weld County, Colorado, to Richmark Real Estate Partners, LLC
for $850,000.
A hearing on the Motion is set for Aug. 30, 2017 at 9:30 a.m.
In 2004, the principals of the Debtor, by and through Integrated
Financial Associates, Inc. ("IFA") made a loan secured by a deed of
trust in the Property in the amount of $3.9 million. IFA
subsequently assigned the fractional interests in the IFA Deed of
Trust to 35 private investors in the original loan pursuant to
Nevada mortgage lending law.
On Jan. 1, 2006, IFA, as agent for all of the IFA loan investors,
caused the IPA Deed of Trust to be foreclosed in a non-judicial
foreclosure sale. The Trustee's Deed provided that each of the
loan investors receive their pro-rata fee interest in the Property
as tenants-in-common.
Tuscany owns a 95.857% fee interest in the Property. The Property
consists of two parcels of unimproved real property totaling
approximately 61.29 acres. The Property has been primarily used
for agriculture and also receives oil and gas royalties. The
Property is also subject to numerous easements and set-backs for
gas and oil rights, pipelines, blast zones, and access.
In 2013, a majority of the loan investors executed quitclaim deeds
conveying their fee interests in the Property into Tuscany, and the
investors became members of Tuscany with membership interests
identical to their interests in the Property. Two
tenants-in-common did not assign their interests to Tuscany.
Integrated Managers, LLC s is the manager of the Property on behalf
of the investors in the original loan. IFA holds a 2.143%
ownership interest in the Debtor. The Debtor is the fee owner of
the Property. There are no additional secured claims against the
Property.
Timothy McGarry is an individual resident of Clark County, Nevada,
holding a 2.714% interest in the initial loan and now holds an
identical fee interest in the Property as a tenant in common.
Tom O'Rourke is an individual resident of Clark County, Nevada,
holding a 1.429% interest in the initial loan and holds an
identical fee interest in the Property as a tenant in common.
Managers has been listing the Property for sale for the last
several years. In June 2015, IFA received an offer to purchase the
Property from the Buyer, a developer that owns real property
located adjacent to the Debtor's Property. The purchase offer was
for $850,000 from all affiliated company, Tank Holdings, LLC. The
agreement has been amended 14 times to extend closing.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/TUSCANY_PARTNERS_46_Sales.pdf
Managers has informed and notified the members of Tuscany of the
sale offer and has solicited their votes to approve or reject the
sale. 71% of the members of Tuscany have approved the sale.
Managers has received no rejecting votes from the members.
Managers also notified McGarry and O'Rourke of the sale offer but
has not received approval or rejection of the sale from the
tenants-in-common.
The Debtor wants to proceed with sale of the Property, including
the sale of the coowner's interest, free and clear of liens. It
proposes to pay the co-owner a proportional amount of the sale
proceeds, based upon their ownership interest, upon close of
escrow. It would also pay the closing costs, and approved
administrative claims of the estate from the close of escrow. The
Debtor would agree to hold the surplus proceeds of sale in a
separate account to be distributed by further order of the Court or
approved stipulation of the relevant parties.
The proposed sale does involve substantially all the assets of the
Debtor. The sale is to an unrelated third party, who intends to
purchase the entirety of the Property.
The net proceeds, after payment of commissions, property taxes,
closing costs and broker fees, and unsecured creditors will be
approximately $799,000 and will be held in the DIP accounts to be
distributed according to Court approval. Upon obtaining court
authorization, the Debtor can proceed under the Purchase
Agreement.
Partition of the Property is impractical in proportion to the small
minority ownership percentage of the tenants-in-common. The
existence and location of the easements likewise makes partition
impracticable. Tenants-in-common have been offered an opportunity
to purchase the Property upon the same terms as the proposed buyer
but have not made a purchase offer. This opportunity would
continue subject to the ability of the Buyer and tenants-in-common
to increase their purchases offers in order to maximize the return
to the Debtor's estate. The Debtor believes that it is in the best
interest of the Estate to sell the Property to the potential
purchaser in an aggregate sale. The fair market value of the
property is believed to be in excess of $1,070,000, but the Debtor
has not received an offer greater than the current offer of
$850,000. The sales proceeds would be sufficient to satisfy the
claims of 100% of the unsecured creditors. Any surplus sales
proceeds will be held by the Debtor and distributed to the equity
holding members and the tenants-in-common upon liquidation of the
Debtor. Accordingly, the Debtor asks the Court to approve the
relief sought.
The Purchaser can be reached at:
RICHMARK REAL ESTATE PARTNERS, LLC
5200 W 20th Street
Greely, CO 80634
Attn: Tyler Richardson
Facsimile: (970) 339-8321
IFA can be reached at:
INTEGRATED FINANCIAL ASSOCIATES
3311 S. Rainbow Blvd. Suite 209
Las Vegas, NV 89146-6209
Tom O'Rourke can be reached at:
Tom O'Rourke
c/o Intergrated Financial Associates, In
3311 S. Rainbow Blvd Ste. 208
Las Vegas, NV 89146-6209
Timothy McGarry can be reached at:
Timothy McGarry
5355 S Rainbow Blvd., #154
Las Vegas, NV 89118-1838
About Tuscany Partners 2
Tuscany Partners 2, LLC, is a Nevada limited liability company
which was formed on Feb. 9, 2011 as a Nevada limited liability
company, with Integrated Managers, LLC, as the manager.
Tuscany Partners 2 sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 16-15781) on Oct. 27,
2016. The petition was signed by William Dyer, manager.
The case is assigned to Judge Mike K. Nakagawa.
The Law Office of Timothy Thomas serves as the Debtor's legal
counsel.
At the time of the filing, the Debtor disclosed $1.10 million in
assets and $314,800 in liabilities.
WET SEAL: Hires A.M. Saccullo as Special Avoidance Counsel
----------------------------------------------------------
The Wet Seal, LLC, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ A.M. Saccullo Legal,
LLC, as special counsel to the Debtors.
On March 15, 2017, the Debtors filed the Application for Order
Authorizing Employment and Retention of ASK LLP as special counsel
to the Debtors. On April 3, 2017, the Court approved the Debtors'
retention of ASK as special counsel to the Debtors. ASK will
prosecute Avoidance Actions pursuant to sections 547 through 550 of
the Bankruptcy Code, for the Debtors and requires the assistance of
A.M. Saccullo in doing so.
Wet Seal requires A.M. Saccullo to:
a. assist and advise the Debtors by analyzing, prosecuting,
and settling Avoidance Actions;
b. represent the Debtors at hearings to be held before the
Bankruptcy Court concerning the Avoidance Actions and
communicating with the Debtors regarding the matters heard
and the issues raised as well as the decisions and
considerations of the Bankruptcy Court;
c. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with the Bankruptcy Court
concerning Avoidance Actions; and consenting to or
objecting to pleadings or orders on behalf of the Debtors
concerning Avoidance Actions, as appropriate;
d. assist the Debtors in preparing such applications, motions,
memoranda, proposed orders, and other pleadings as may be
required in support of positions taken by the Debtors
concerning Avoidance Actions, including all trial
preparation as may be necessary;
e. confer with the professionals retained by the Debtors and
other parties-in-interest concerning Avoidance Actions, as
well as with such other professionals as may be selected
and employed by the Debtors;
f. assist the Debtors generally in performing such other
services as may be desirable or required for the discharge
of the Debtors' duties concerning Avoidance Actions.
A.M. Saccullo will be paid at these hourly rates:
Anthony Saccullo, Member $415
Thomas Kovach, Special Counsel $415
Mary E. Augustine, Special Counsel $350
A.M. Saccullo will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, the Debtors have approved ASK's compensation
of A.M. Saccullo for the entire term of A.M.
Saccullo's retention.
Anthony Saccullo, member of A.M. Saccullo Legal, LLC, assured the
Court that the firm and its professionals are a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and (a) are not creditors, equity security holders or insiders
of the Debtors; (b) have not been, within two years before the date
of the filing of the Debtors' chapter 11 petition, directors,
officers or employees of the Debtors; and (c) do 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.
A.M. Saccullo can be reached at:
Anthony Saccullo, Esq.
A.M. SACCULLO LEGAL, LLC
27 Crimson King Drive
Bear, DE 19701
Tel: (302) 836-8877
Fax: (302) 836-8787
About The Wet Seal, LLC
The Wet Seal, LLC, and its affiliates are a national multi-channel
specialty retailer selling fashion apparel and accessory items
designed for female customers aged 18 to 24 years old. They are
currently comprised of two primary units: the retail store business
and an e-commerce business. Through their retail store business,
they operate approximately 142 retail locations in 37 states,
principally in lease-based mall locations. They also have
historically sold gift cards, which business has been primarily
operated through The Wet Seal Gift Card, LLC.
The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought
Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2,
2017. The petitions were signed by Judd P. Tirnauer, executive vice
president and chief financial officer. The cases are assigned to
Judge Christopher S. Sontchi.
The Debtors estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt.
The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq.,
Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young
Conaway Stargatt & Taylor, LLP, as counsel. ASK LLP, and A.M.
Saccullo Legal, LLC, as special counsel. They also tapped Berkeley
Research Group, LLC, as financial advisors; Hilco IP Services, LLC
dba Hilco Streambank as intellectual property disposition
consultant; and Donlin, Recano & Company as claims and noticing
agent.
The Official Committee of Unsecured Creditors tapped Cooley LLP and
Saul Ewing LLP as its attorneys.
WILLIAM BLACK: Court Affirms Order Issuing Sanctions to Lawyer
--------------------------------------------------------------
Judge Nanette Jolivette Brown of the U.S. District Court for the
Easter District of Louisiana addresses Debtor William Matthew
Black's appeal from the U.S. Bankruptcy Court's July 20, 2016 Order
issuing sanctions against Black's counsel in his Chapter 11
bankruptcy proceeding.
Considering the briefs filed by the parties, the record and the
applicable law, Judge Brown affirms the Bankruptcy Court's July 20,
2016 Order.
On July 31, 2015, Black filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code. Joanne and Walter Gallinghouse,
Gallinghouse & Associates, Inc., and G & A Publishing filed several
proofs of claims as creditors against the bankruptcy estate of
Black, arising from a civil judgment against Black and a criminal
judgment against his former wife Deborah Black. The Gallinghouse
entities also filed an adversary proceeding against Black seeking
to have the debt owed to them under the state court judgment
against Black be declared non-dischargeable under 11 U.S.C. section
523(a),3 and Black filed an adversary proceeding against the
Gallinghouse entities seeking to avoid the civil judgment as a
preference under 11 U.S.C. section 547.4 On June 6 and 7, 2016, the
Bankruptcy Court conducted a trial on the complaint of the
Gallinghouse entities, the adversary complaint of Black, and on
Black's objections to the Gallinghouse entities' proofs of claims.
During the trial in the instant case, counsel for Black attempted
to present testimony of an expert whose opinions were not
previously disclosed to the Gallinghouse entities and related
evidence that was not previously disclosed. The Bankruptcy Court
excluded the testimony and evidence from trial. Black subsequently
submitted post-trial memoranda to the Bankruptcy Court, which made
reference to the evidence that was excluded at trial. The
Gallinghouse entities then filed a "Motion to Strike Post-Trial
Memoranda and for Rule 11 Sanctions." The Bankruptcy Court
conducted a hearing on July 13, 2016. During the hearing, the
Bankruptcy Judge stated that he found Black's counsel's conduct "to
be a very serious matter." Therefore, the Bankruptcy Judge stated
that, while he was not going to strike Black's post-trial
memorandum, he was "going to sanction [Black's counsel] for a
violation of the Court's order," which the Bankruptcy Judge found
he had "inherent power to do without reference to Rule 11."
Black argues that the Bankruptcy Court erred in ordering sanctions
against his counsel for four reasons: (1) the Gallinghouse entities
filed a "Motion to Strike Post-Trial Memorandum and for Rule 11
Sanctions" despite the requirement under Bankruptcy Rule
9011(c)(1)(A) that a Motion for Rule 11 Sanctions be made
separately from other motions or requests; (2) the Gallinghouse
entities never presented the motion for sanctions to Black's
counsel before filing the motion as required by the Safe Harbor
provisions of Rule 9011(c)(1)(A); (3) the Gallinghouse entities did
not serve Black's counsel with a copy of the motion 21 days prior
to filing the motion as required by Rule 9011; and (4) the
offending papers had been revised in accordance with the issues
enumerated by the Gallinghouse entities in their motion for
sanctions.
Judge Brown finds that although the Bankruptcy Court did not
explicitly state that Black's counsel engaged in bad faith conduct,
a finding of bad faith may be inferred. Here, the Bankruptcy Court
specifically invoked its inherent power and noted that Black's
counsel's misconduct was a very serious matter and a violation of
the Bankruptcy Court's order. Therefore, the finding of bad faith
may be inferred from the record. Accordingly, the Bankruptcy Court
did not abuse its discretion in issuing sanctions for violating its
prior order pursuant to its inherent authority because the "finding
of bad faith [was not] based on an erroneous view of the law or a
clearly erroneous assessment of the evidence."
For the said reasons, the safe harbor provisions precluded the
imposition of sanctions under Bankruptcy Rule 9011. However, the
Bankruptcy Court did not abuse its discretion in issuing sanctions
pursuant to its inherent authority. Accordingly, Judge Brown issues
an order affirming the Bankruptcy Court's July 20, 2016 Order.
The bankruptcy case is In re: WILLIAM MATTHEW BLACK, SECTION:
"G"(5), Civil Action Case No. 16-13200 (E.D. La.).
A full-text copy of Judge Brown's Order is available at
https://is.gd/eehCui from Leagle.com.
William Matthew Black, Appellant, represented by Phillip Wallace,
Phillip K. Wallace – Pkwallace@aol.com -- Attorney at Law.
Gallinghouse & Associates, Inc, Appellee, represented by John
Covington Henry -- JHenry@mayhalltaxlaw.com -- Loeb Law Firm & John
Alan Berry.
G&A Publishing, Inc., Appellee, represented by John Covington
Henry, Loeb Law Firm & John Alan Berry.
Joanne Gallinghouse, Appellee, represented by John Covington Henry,
Loeb Law Firm & John Alan Berry.
Walter Gallinghouse, Appellee, represented by John Covington Henry,
Loeb Law Firm & John Alan Berry.
U.S. Trustee, Trustee, represented by Mary Sprague Langston, Mary
Spraque Langston, Attorney at Law
About William Black
William Matthew Black filed a Chapter 11 petition (Bankr. E.D. La.
Case No. 15-11935) on July 31, 2015.
YARBOROUGH & ROCKE: Hires M.L. Stephens as Accountant
-----------------------------------------------------
Yarborough & Rocke Funeral Home, Inc., seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
employ M.L. Stephens, CPA, P.C., as accountant to the Debtor.
Yarborough & Rocke requires M.L. Stephens to:
-- assist and aid the Debtor in the preparation of all
financial reports, statements and tax returns; and
-- provide all other professional accounting services as may
be required.
M.L. Stephens will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mario L. Stephens, member of M.L. Stephens, CPA, 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.
M.L. Stephens can be reached at:
Mario L. Stephens
M.L. STEPHENS, CPA, P.C.
4628 Street Road
Trevose, PA 19053
Tel: (215) 354-1574
About Yarborough & Rocke
Funeral Home, Inc.
Yarborough & Rocke Funeral Home, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
17-10752) on February 2, 2017, disclosing under $1 million in both
assets and liabilities. The petition was signed by Lisa D.
Branch-Edwards, president.
The Debtor hired Center City Law Offices, LLC as bankruptcy
counsel.
YMCA MARQUETTE: Hires Quinnell Law as Bankruptcy Counsel
--------------------------------------------------------
Young Mens Christian Association of Marquette County has filed a
second amended application with the U.S. Bankruptcy Court for the
Western District of Michigan seeking approval to hire Quinnell Law
Firm, PLLC, as attorney to the Debtor.
YMCA Marquette requires Quinnell Law to represent and provide legal
services to the Debtor in the Chapter 11 Bankruptcy proceeding.
Quinnell Law will be paid at these hourly rates:
Attorney $150
Legal Assistant $60
Quinnell Law will be paid a retainer in the amount of $15,000. The
Firm will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Timothy C. Quinnell, member of Quinnell Law Firm, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Quinnell Law can be reached at:
Timothy C. Quinnell, Esq.
QUINNELL LAW FIRM, PLLC
419 W. Washington Street
Marquette, MI 49855
Tel: (906) 228-3650
About Young Mens Christian
Association Of Marquette County
Young Mens Christian Association of Marq has principal assets
located at 1420 Pine St Marquette, Michigan. Young Mens Christian
Association of Marq filed a Chapter 11 petition (Bankr. W.D. Mich.
Case No. 17-90131) on May 5, 2017. Jenna Zdunek, chief executive
director, signed the petition. The Debtor estimated assets and
liabilities between $1 million and $10 million.
The case is assigned to Judge Scott W. Dales.
The Debtor is represented by Timothy C. Quinnell, Esq., at Quinnell
Law Firm, PLLC.
On June 9, 2017, the U.S. trustee for Region 9 appointed an
official committee of unsecured creditors. Robert F. Wardrop II,
Esq., at Wardrop & Wardrop P.C. serves as the Committee's legal
counsel.
[*] Jeremy Halford Joins Tiger Group as Managing Director
---------------------------------------------------------
Jeremy R. Halford, a veteran of the international banking and
insolvency industries, has joined Tiger Group as Managing Director
of the asset valuation, advisory and disposition services firm's
Commercial & Industrial Division.
Mr. Halford comes to Tiger with over 20 years of experience in
restructuring, distressed debt investment and executive leadership
within the banking industry, working on creative solutions for
large liquid and illiquid companies in the U.S., Europe and Asia.
Over the course of his career, Mr. Halford was intimately involved
in several major restructurings, including Kaiser Aluminum, GST
Telecommunications, Japan Airlines, and Gate Gourmet.
From his base in Tiger's Los Angeles offices, Mr. Halford will be
responsible for the execution of Tiger's commercial and industrial
dispositions, including orderly sales, public auctions and sealed
bid offerings of machinery, equipment, inventory and real property.
Mr. Halford will also oversee the group's day-to-day operations
and work hand-in-hand with Executive Managing Director Jeff
Tanenbaum in charting the Commercial & Industrial Division's
strategic direction and growth.
"As Tiger continues to expand into such markets as purchasing
enterprises, debt instruments and real property, we are selectively
building our leadership team to incorporate quality restructuring
professionals like Jeremy," said Mr. Tanenbaum. "We are excited to
have Jeremy on board to enhance the sophistication of our product
offerings, while allowing me the time to focus on broader Tiger
initiatives, including further development of strategic
partnerships, securing complex engagements and collaborating on
projects spanning our different divisions."
Mr. Halford comes to Tiger Group from Union Bank Corporation, Los
Angeles, where he served as Vice President, Strategy and Capital
Management. Earlier, he was a London- based special situations and
distressed debt investor. During his years there, Mr. Halford
managed investments as a Principal and Officer of the Investment
Committee at European hedge fund Agilo Ltd., and previously served
as a co-founding member of the Special Situations Team at
Arrowgrass/Deutsche Bank AG., a European multi-strategy hedge
fund.
He began his career at Houlihan Lokey's Financial Restructuring
Group in Los Angeles, providing complex investment banking advisory
services to both debtors and creditors.
A resident of Los Angeles, Mr. Halford earned a Bachelor of Arts
degree in Economics from Northwestern University, Evanston, Ill.
[*] S&P Raises Debt Ratings on Four Illinois Public Universities
----------------------------------------------------------------
S&P Global Ratings said it raised its debt ratings on Southern
Illinois University, Governors State University, Northeastern
Illinois University, and Eastern Illinois University. In addition,
it affirmed the debt ratings on University of Illinois, Illinois
State University, and Western Illinois University.
All ratings are removed from CreditWatch, where they were placed
with negative implications on April 20, 2017. The outlook is
positive for Western Illinois, and stable for the other
universities. S&P has reviewed each university independently, and
as such, these rating actions reflect the effect of the budget
passage on each institution, given their different credit and
liquidity profiles.
"The rating actions reflect our view that these universities'
immediate liquidity risks as a result of the state's failure to
provide timely payment of operating appropriations are mitigated
with the recent passage of the fiscal 2018 budget and retroactive
payment anticipated for fiscal 2017," said S&P Global Ratings
credit analyst said Ashley Ramchandani.
While delayed state appropriations and payments have directly
affected the financial profiles of the Illinois public
universities--stressing their liquidity, operating margins, and
available resources, the prolonged budget impasse has to varying
degrees also negatively affected the enterprise profiles of these
institutions. For many universities, the protracted budget impasse
has resulted in considerable, forced expense control measures,
including layoffs, furloughs, frozen hiring, delayed maintenance,
the elimination of student jobs, and the closing of classes or
programs. S&P said, "These cuts have, in our view, weakened many of
these institutions' competitive market position with regard to
faculty, staff, and student recruitment. It is our opinion that it
will take some time to fully understand the long-term implications
of the state's actions on these institutions.
"We will continue to monitor the credit impact of the failure of
the state to provide full operating appropriations on a timely
basis to its public higher education institutions over the past two
fiscal years. In addition, we will consider the universities'
ability to rebound on an individual basis during their respective
outlook periods."
On July 7, 2017, lawmakers overrode a gubernatorial veto and
Illinois passed a state budget for the first time since fiscal
2015. For the state's public higher education institutions, the
approved fiscal 2018 budget and retroactive fiscal 2017 funding
provides some monetary relief after two consecutive years of
uncertainty and limited funding. While S&P views the passing of the
fiscal 2018 budget and associated funding positively, as it
provides more funding than that of the stop-gap funds provided in
fiscal 2016 and 2017, we note that the state's plan cuts support
for universities by 10% below fiscal 2015 levels. In addition to
operating appropriations, the state budget includes funding for its
student aid program, the Monetary Award Program (MAP), for both
fiscal 2017 and 2018. Total MAP funding will reach more than $400
million in fiscal 2018, after two years of universities covering
MAP funding to students in an effort to offset the temporary lapse
in payments from the state, resulting in compressed liquidity
levels.
S&P said, "In our opinion, the full impact of the new budget--and
the end of the state budget impasse on the universities'
operations, finances, enrollment, and overall performance--cannot
be immediately determined. Given the universities' reliance on
state funds to support operations, the timing of funding
distributions to these institutions will be pertinent. It is our
understanding that the majority of the fiscal 2017 MAP funding has
already been distributed to the universities and that the fiscal
2017 Education Assistance Fund operating appropriations will be
provided by the end of July 2017. We view the timely dispersal of
funds to the universities as imperative for liquidity purposes and
a key credit factor."
RATINGS RAISED AND REMOVED FROM CREDITWATCH
To From
Southern Illinois University BB+/Stable BB/Watch Neg
Governors State University BB+/Stable BB/Watch Neg
Northeastern Illinois University B+/Stable B/Watch Neg
Eastern Illinois University B+/Stable B/Watch Neg
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH
To From
University of Illinois A-/Stable A-/Watch Neg
Illinois State University A-/Stable A-/Watch Neg
Western Illinois University BB-/Positive BB-/Watch Neg
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Stone Fox Capital LLC
Bankr. W.D. Pa. Case No. 17-22680
Chapter 11 Petition filed June 30, 2017
See http://bankrupt.com/misc/pawb17-22680.pdf
represented by: James H. Joseph, Esq.
JOSEPH LAW OFFICES PLLC
E-mail: jhjoseph@joseph.law.pro
In re Ramon Lopez
Bankr. E.D. Cal. Case No. 17-24444
Chapter 11 Petition filed July 5, 2017
represented by: G. Michael Williams, Esq.
In re Kinross WC Partners, LLC
Bankr. N.D. Cal. Case No. 17-30640
Chapter 11 Petition filed July 6, 2017
See http://bankrupt.com/misc/canb17-30640.pdf
represented by: Richard A. LaCava, Esq.
LAW OFFICES OF RICHARD A. LACAVA
E-mail: court@lacavalaw.com
In re Rashad Khan
Bankr. D. Colo. Case No. 17-16233
Chapter 11 Petition filed July 6, 2017
represented by: Lee M. Kutner, Esq.
E-mail: lmk@kutnerlaw.com
In re Darien Jerode Pease, Sr.
Bankr. M.D. Fla. Case No. 17-05916
Chapter 11 Petition filed July 6, 2017
Filed Pro Se
In re Doomawendschuh, LLC
Bankr. S.D. Fla. Case No. 17-18495
Chapter 11 Petition filed July 6, 2017
See http://bankrupt.com/misc/flsb17-18495.pdf
represented by: Aleida Martinez Molina, Esq.
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
E-mail: amartinez@wsh-law.com
In re Barclay Holding Company, LLC
Bankr. D.N.J. Case No. 17-23744
Chapter 11 Petition filed July 6, 2017
See http://bankrupt.com/misc/njb17-23744.pdf
represented by: David Alan Klein, Esq.
LAW OFFICES OF DAVID ALAN KLEIN, P.C.
E-mail: lawofficesdakpc@aol.com
In re YOU Properties, Inc.
Bankr. S.D. Ohio Case No. 17-54294
Chapter 11 Petition filed July 6, 2017
See http://bankrupt.com/misc/ohsb17-54294.pdf
Filed Pro Se
In re Midor Properties, LLC
Bankr. M.D. Pa. Case No. 17-02793
Chapter 11 Petition filed July 6, 2017
See http://bankrupt.com/misc/pamb17-02793.pdf
represented by: Craig A. Diehl, Esq.
LAW OFFICES OF CRAIG A. DIEHL
E-mail: cdiehl@cadiehllaw.com
In re Michael E. Markle and Dora L. Markle
Bankr. M.D. Pa. Case No. 17-02795
Chapter 11 Petition filed July 6, 2017
represented by: Craig A. Diehl, Esq.
LAW OFFICES OF CRAIG A. DIEHL
E-mail: cdiehl@cadiehllaw.com
In re Felecia U. Barrs
Bankr. N.D. Tex. Case No. 17-32648
Chapter 11 Petition filed July 6, 2017
represented by: Kevin S. Wiley, Jr., Esq.
THE WILEY LAW GROUP, PLLC
E-mail: kevinwiley@lkswjr.com
In re Faramarz Hakakha
Bankr. C.D. Cal. Case No. 17-11797
Chapter 11 Petition filed July 7, 2017
Filed Pro Se
In re Glazer Foods LLC
Bankr. S.D. Fla. Case No. 17-18532
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/flsb17-18532.pdf
represented by: Chad T Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: Chad@cvhlawgroup.com
In re Green Leedership, LLC
Bankr. E.D. Mich. Case No. 17-21376
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/mieb17-21376.pdf
represented by: Robert N. Bassel, Esq.
E-mail: bbassel@gmail.com
In re Mezcals 86 Rest. Corp
Bankr. E.D.N.Y. Case No. 17-43522
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/nyeb17-43522.pdf
represented by: Michael L. Previto, Esq.
E-mail: mchprev@aol.com
In re Dunrite N.Y. Inc.
Bankr. E.D.N.Y. Case No. 17-43535
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/nyeb17-43535.pdf
represented by: Michael L. Walker, Esq.
THE LAW OFFICE OF MICHAEL WALKER
E-mail: mwalker@michaelwalkerlaw.com
In re West Main Enterprises, Inc.
Bankr. M.D. Pa. Case No. 17-02809
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/pamb17-02809.pdf
represented by: Craig A. Diehl, Esq.
LAW OFFICES OF CRAIG A. DIEHL
E-mail: cdiehl@cadiehllaw.com
In re Chais Enterprises, LLC
Bankr. E.D. Tenn. Case No. 17-13016
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/tneb17-13016.pdf
represented by: David J. Fulton, Esq.
SCARBOROUGH & FULTON
E-mail: djf@sfglegal.com
In re ITLogic Partners, LLC
Bankr. E.D. Tex. Case No. 17-41462
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/txeb17-41462.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Jeffrey C. Zimmerman
Bankr. D. Conn. Case No. 17-50806
Chapter 11 Petition filed July 7, 2017
represented by: Mark M. Kratter, Esq.
LAW OFFICES OF MARK M. KRATTER, LLC
E-mail: laws4ct@aol.com
In re Lowell L. Register, Sr. and Janice J. Register
Bankr. M.D. Ga. Case No. 17-51445
Chapter 11 Petition filed July 7, 2017
represented by: Wesley J. Boyer, Esq.
BOYER LAW FIRM, L.L.C.
E-mail: wjboyer_2000@yahoo.com
In re Douglas J. Macone
Bankr. D. Mass. Case No. 17-41237
Chapter 11 Petition filed July 7, 2017
represented by: Laurel E. Bretta, Esq.
BRETTA LAW ADVISORS, P.C.
E-mail: bglaw@lbretta.com
In re Greater Harvest Church Of God In Christ
Bankr. D. Nev. Case No. 17-50825
Chapter 11 Petition filed July 7, 2017
See http://bankrupt.com/misc/nvb17-50825.pdf
represented by: Thomas E. Crowe, Esq.
THOMAS E. CROWE PROFESSIONAL LAW CORP
E-mail: tcrowe@thomascrowelaw.com
In re Regina Campsey Shelton and Vernon Chris Shelton
Bankr. N.D. Tex. Case No. 17-70222
Chapter 11 Petition filed July 7, 2017
represented by: John A. Leonard, Esq.
LEONARD, KEY & KEY
E-mail: lenbiz@rlklaw.net
In re Christian B. Harkness
Bankr. W.D. Wis. Case No. 17-12411
Chapter 11 Petition filed July 7, 2017
represented by: Galen W. Pittman, Esq.
PITTMAN & PITTMAN LAW OFFICES, LLC
E-mail: galen@pittmanandpittman.com
In re Saher Cab Co.
Bankr. N.D. Ill. Case No. 17-20459
Chapter 11 Petition filed July 9, 2017
See http://bankrupt.com/misc/ilnb17-20459.pdf
represented by: Nikola Duric, Esq.
DURIC LAW OFFICES
E-mail: duriclaw@att.net
In re My Way Cab Inc.
Bankr. N.D. Ill. Case No. 17-20460
Chapter 11 Petition filed July 9, 2017
See http://bankrupt.com/misc/ilnb17-20460.pdf
represented by: Nikola Duric, Esq.
DURIC LAW OFFICES
E-mail: duriclaw@att.net
In re John M. Genga and Hilary B. Genga
Bankr. C.D. Cal. Case No. 17-11823
Chapter 11 Petition filed July 10, 2017
represented by: Matthew D. Resnik, Esq.
SIMON RESNIK HAYES LLP
E-mail: matt@srhlawfirm.com
In re Sohail Jay Hedjazi
Bankr. C.D. Cal. Case No. 17-12714
Chapter 11 Petition filed July 10, 2017
Filed Pro Se
In re Howard Dean Foster and Anna Mae Foster
Bankr. C.D. Cal. Case No. 17-18322
Chapter 11 Petition filed July 10, 2017
represented by: Dean G. Rallis, Jr., Esq.
ANGLIN, FLEWELLING, RASMUSSEN, ETC.
E-mail: drallis@afrct.com
In re Juan Esteban Alfaro
Bankr. C.D. Cal. Case No. 17-18357
Chapter 11 Petition filed July 10, 2017
represented by: Giovanni Orantes, Esq.
ORANTES LAW FIRM PC
E-mail: go@gobklaw.com
In re Charleen Ragsac
Bankr. N.D. Cal. Case No. 17-30657
Chapter 11 Petition filed July 10, 2017
Filed Pro Se
In re Marie G. Petit
Bankr. S.D. Fla. Case No. 17-18645
Chapter 11 Petition filed July 10, 2017
represented by: Stan L. Riskin, Esq.
E-mail: stan.riskin@gmail.com
In re Immacula D. Denis
Bankr. D. Mass. Case No. 17-12586
Chapter 11 Petition filed July 10, 2017
represented by: John A. Ullian, Esq.
LAW OFFICES OF ULLIAN & ASSOC.
E-mail: john@ullianlaw.com
In re Nolan David Clifford
Bankr. D. Md. Case No. 17-19329
Chapter 11 Petition filed July 10, 2017
represented by: James Greenan, Esq.
MCNAMEE, HOSEA, ET. AL.
E-mail: jgreenan@mhlawyers.com
In re DSA Holdings, LLC.
Bankr. D.N.J. Case No. 17-23914
Chapter 11 Petition filed July 10, 2017
See http://bankrupt.com/misc/njb17-23914.pdf
represented by: Donald Troy Bonomo, Esq.
E-mail: dbonomo123@gmail.com
In re Robert A. Lombard, Jr. and Charlene M. Barnett-Lombard
Bankr. D.N.J. Case No. 17-23949
Chapter 11 Petition filed July 10, 2017
represented by: Gary N. Marks, Esq.
NORRIS, MCLAUGHLIN & MARCUS, A PROFESSIONAL CORP
E-mail: gnmarks@nmmlaw.com
In re Borka Samardzija
Bankr. D. Nev. Case No. 17-13708
Chapter 11 Petition filed July 10, 2017
represented by: David A. Riggi, Esq.
E-mail: darnvbk@gmail.com
In re AARC, Inc.
Bankr. E.D.N.Y. Case No. 17-74157
Chapter 11 Petition filed July 10, 2017
See http://bankrupt.com/misc/nyeb17-74157.pdf
Filed Pro Se
In re 760 Long Pond Road, LLC
Bankr. W.D.N.Y. Case No. 17-20746
Chapter 11 Petition filed July 10, 2017
See http://bankrupt.com/misc/nywb17-20746.pdf
represented by: Ronald S. Goldman, Esq.
E-mail: rosgol@yahoo.com
In re John Paul Armstrong and Tiffany Armstrong
Bankr. E.D. Pa. Case No. 17-14669
Chapter 11 Petition filed July 10, 2017
See http://bankrupt.com/misc/paeb17-14669.pdf
represented by: Carol B. McCullough, Esq.
MCCULLOUGH EISENBERG, LLC
E-mail: mccullougheisenberg@gmail.com
In re Diamond & Diamonds, Inc.
Bankr. D.P.R. Case No. 17-04882
Chapter 11 Petition filed July 10, 2017
See http://bankrupt.com/misc/prb17-04882.pdf
represented by: Hector Juan Figueroa Vincenty, Esq.
EL BUFETE DEL PUEBLO PSC
E-mail: quiebras@elbufetedelpueblo.com
In re Last Frontier Realty Corporation
Bankr. N.D. Tex. Case No. 17-32681
Chapter 11 Petition filed July 10, 2017
See http://bankrupt.com/misc/txnb17-32681.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re David Vincent Ross and Cheri LeAnn Ross
Bankr. C.D. Cal. Case No. 17-12753
Chapter 11 Petition filed July 11, 2017
represented by: Michael Jones, Esq.
M JONES & ASSOICATES, PC
E-mail: mike@mjthelawyer.com
In re Marco Antonio Cueto
Bankr. C.D. Cal. Case No. 17-18394
Chapter 11 Petition filed July 11, 2017
represented by: Onyinye N Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re Markus Trice
Bankr. N.D. Cal. Case No. 17-30661
Chapter 11 Petition filed July 11, 2017
See http://bankrupt.com/misc/canb17-30661.pdf
represented by: Robert L. Goldstein, Esq.
LAW OFFICES OF ROBERT L. GOLDSTEIN
E-mail: rgoldstein@taxexit.com
In re 999 Ute Avenue, LLC
Bankr. D. Colo. Case No. 17-16391
Chapter 11 Petition filed July 11, 2017
See http://bankrupt.com/misc/cob17-16391.pdf
represented by: Steven M. Berman, Esq.
SHUMAKER, LOOP & KENDRICK, LLP
E-mail: sberman@slk-law.com
In re 1001 UTE Avenue Homeowners Association
Bankr. D. Colo. Case No. 17-16395
Chapter 11 Petition filed July 11, 2017
See http://bankrupt.com/misc/cob17-16395.pdf
represented by: Steven M. Berman, Esq.
SHUMAKER, LOOP & KENDRICK, LLP
E-mail: sberman@slk-law.com
In re Charlotte Barefoot Hudson
Bankr. E.D.N.C. Case No. 17-03401
Chapter 11 Petition filed July 11, 2017
represented by: Jason L. Hendren, Esq.
HENDREN REDWINE & MALONE, PLLC
E-mail: jhendren@hendrenmalone.com
In re William A. Knack
Bankr. S.D.N.Y. Case No. 17-23069
Chapter 11 Petition filed July 11, 2017
represented by: Julie Cvek Curley, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP
E-mail: jcurley@ddw-law.com
In re Cheryl Placencia
Bankr. C.D. Cal. Case No. 17-11847
Chapter 11 Petition filed July 12, 2017
represented by: Dana M. Douglas, Esq.
E-mail: dmddouglas@hotmail.com
In re Samuel Ayodele Adeleye
Bankr. C.D. Cal. Case No. 17-18449
Chapter 11 Petition filed July 12, 2017
represented by: Anthony Obehi Egbase, Esq.
A.O.E LAW & ASSOCIATES, APC
E-mail: info@aoelaw.com
In re Advanced Lens Technologies, LLC
Bankr. M.D. Fla. Case No. 17-02551
Chapter 11 Petition filed July 12, 2017
See http://bankrupt.com/misc/flmb17-02551.pdf
represented by: Robert D. Wilcox, Esq.
WILCOX LAW FIRM
E-mail: rw@wlflaw.com
In re Noemea Vilas Boa Banks
Bankr. D. Mass. Case No. 17-41265
Chapter 11 Petition filed July 12, 2017
represented by: Carmenelisa Perez-Kudzma, Esq.
PEREZ-KUDZMA LAW OFFICE
E-mail: carmenelisa@pklolaw.com
In re Hanging Hook, Inc.
Bankr. D. Mass. Case No. 17-41271
Chapter 11 Petition filed July 12, 2017
See http://bankrupt.com/misc/mab17-41271.pdf
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re Faison Properties, LLC
Bankr. E.D.N.C. Case No. 17-03418
Chapter 11 Petition filed July 12, 2017
See http://bankrupt.com/misc/nceb17-03418.pdf
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
In re Donald Nix LLC
Bankr. D.N.J. Case No. 17-24171
Chapter 11 Petition filed July 12, 2017
See http://bankrupt.com/misc/njb17-24171.pdf
represented by: Ellen R. Greenberg, Esq.
E-mail: elleng543@yahoo.com
In re Michael Stephen Bradford
Bankr. D. Nev. Case No. 17-13761
Chapter 11 Petition filed July 12, 2017
represented by: Jeanette E. McPherson, Esq.
E-mail: bkfilings@s-mlaw.com
In re Julie Ann Gray
Bankr. M.D. Tenn. Case No. 17-04704
Chapter 11 Petition filed July 12, 2017
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re William C. Slemmer and Priscilla J. Slemmer
Bankr. E.D. Tex. Case No. 17-41490
Chapter 11 Petition filed July 12, 2017
represented by: John Paul Stanford, Esq.
QUILLING, SELANDER, LOWNDS, ET AL
E-mail: jstanford@qslwm.com
In re Celso Antonio De Leon and Marta Margarita De Leon
Bankr. N.D. Cal. Case No. 17-41803
Chapter 11 Petition filed July 13, 2017
represented by: Lawrence L. Szabo, Esq.
LAW OFFICES OF LAWRENCE L. SZABO
E-mail: szabo@sbcglobal.net
In re IGI Trading, LLC
Bankr. S.D. Fla. Case No. 17-18734
Chapter 11 Petition filed July 13, 2017
See http://bankrupt.com/misc/flsb17-18734.pdf
represented by: Mengjun Qiu, Esq.
LAW OFFICES OF KRISTY QIU, P.A.
E-mail: kristy@mq-law.com
In re Christopher A. Ball
Bankr. N.D. Ga. Case No. 17-62249
Chapter 11 Petition filed July 13, 2017
represented by: M. Denise Dotson, Esq.
M. DENISE DOTSON, LLC
E-mail: ddotsonlaw@me.com
In re Richard Howard Glanton
Bankr. D.N.J. Case No. 17-24279
Chapter 11 Petition filed July 13, 2017
represented by: Thaddeus R. Maciag, Esq.
MACIAG LAW, LLC
E-mail: MaciagLaw1@aol.com
In re Daniel Pezzola
Bankr. S.D.N.Y. Case No. 17-23087
Chapter 11 Petition filed July 13, 2017
represented by: Nicholas A. Pasalides, Esq.
REICH, REICH & REICH, P.C.
E-mail: reichlaw@reichpc.com
In re Alexis Rivera Davila
Bankr. D.P.R. Case No. 17-04961
Chapter 11 Petition filed July 13, 2017
represented by: Tomas F. Blanco Perez, Esq.
MRO ATTORNEYS AT LAW, LLC
E-mail: tbp@prbankruptcy.com
In re Harry Louis Green
Bankr. E.D. Tenn. Case No. 17-13136
Chapter 11 Petition filed July 13, 2017
Filed Pro Se
In re Versacom, LP
Bankr. N.D. Tex. Case No. 17-32714
Chapter 11 Petition filed July 13, 2017
See http://bankrupt.com/misc/txnb17-32714.pdf
represented by: Howard Marc Spector, Esq.
SPECTOR & JOHNSON, PLLC
E-mail: hspector@spectorjohnson.com
In re Emmanuel's Pipe Supply Construction
Bankr. N.D. Tex. Case No. 17-32717
Chapter 11 Petition filed July 13, 2017
See http://bankrupt.com/misc/txnb17-32717.pdf
represented by: M. Tayari Garrett, Esq.
TAYARI LAW PLLC
E-mail: m.tayari@tayarilaw.com
In re 1657 LLC
Bankr. W.D. Wash. Case No. 17-13110
Chapter 11 Petition filed July 13, 2017
See http://bankrupt.com/misc/wawb17-13110.pdf
represented by: Jerry Walker, Esq.
ALAN S. DONALDSON PLLC
E-mail: jerry@asdlaw.com
In re Samuel J. Hamilton at York, LLC
Bankr. N.D. Ala. Case No. 17-71253
Chapter 11 Petition filed July 14, 2017
See http://bankrupt.com/misc/alnb17-71253.pdf
represented by: Lee R. Benton, Esq.
BENTON & CENTENO, LLP
E-mail: lbenton@bcattys.com
In re Empire Enterprises, LLC
Bankr. S.D. Ala. Case No. 17-02619
Chapter 11 Petition filed July 14, 2017
See http://bankrupt.com/misc/alsb17-02619.pdf
represented by: William J. Casey, Esq.
E-mail: jay_casey@comcast.net
In re Alternative Wealth Builders, Inc.
Bankr. E.D. Cal. Case No. 17-24622
Chapter 11 Petition filed July 14, 2017
See http://bankrupt.com/misc/caeb17-24622.pdf
Filed Pro Se
In re Nave & Associates, PLLC
Bankr. D.D.C. Case No. 17-00388
Chapter 11 Petition filed July 14, 2017
See http://bankrupt.com/misc/dcb17-00388.pdf
represented by: Marnitta L. King, Esq.
KING LAW, PA
E-mail: MLKing@kinglaw.org
In re Elite Insulation & Air Duct Cleaning, LLC
Bankr. N.D. Tex. Case No. 17-32727
Chapter 11 Petition filed July 14, 2017
See http://bankrupt.com/misc/txnb17-32727.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Gary Stuart Ross
Bankr. C.D. Cal. Case No. 17-11287
Chapter 11 Petition filed July 17, 2017
represented by: Andrew Moher, Esq.
LAW OFFICE OF ANDREW A MOHER
E-mail: amoher@moherlaw.com
In re PS-8 Acquisition, LLC
Bankr. C.D. Cal. Case No. 17-15930
Chapter 11 Petition filed July 17, 2017
See http://bankrupt.com/misc/cacb17-15930.pdf
represented by: Eric V. Anderton, Esq.
CATANZARITE LAW CORPORATION
E-mail: eanderton@catanzarite.com
In re Palig Saghdejian
Bankr. C.D. Cal. Case No. 17-18700
Chapter 11 Petition filed July 17, 2017
represented by: Stephen L Burton, Esq.
E-mail: steveburtonlaw@aol.com
In re Sai Family Trust
Bankr. N.D. Cal. Case No. 17-41835
Chapter 11 Petition filed July 17, 2017
See http://bankrupt.com/misc/canb17-41835.pdf
represented by: Sean M. Patrick, Esq.
LAW OFFICE OF SEAN M. PATRICK
E-mail: sean@seanmpatricklaw.com
In re Mark Bryan Kirk
Bankr. S.D. Cal. Case No. 17-04267
Chapter 11 Petition filed July 17, 2017
represented by: Michael W. Kinney, Esq.
LITIGATION AND BUSINESS LAW GROUP, INC.
In re Brian Michael Marshall
Bankr. M.D. Fla. Case No. 17-06179
Chapter 11 Petition filed July 17, 2017
represented by: Eric D Jacobs, Esq.
JENNIS LAW FIRM
E-mail: ecf@jennislaw.com
In re Vish Auto Center Inc.
Bankr. E.D.N.Y. Case No. 17-74302
Chapter 11 Petition filed July 17, 2017
See http://bankrupt.com/misc/nyeb17-74302.pdf
Filed Pro Se
In re Enjue, Inc.
Bankr. N.D. Tex. Case No. 17-42935
Chapter 11 Petition filed July 17, 2017
See http://bankrupt.com/misc/txnb17-42935.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Shawn Maceo Rife and Shayne Morgan Rife
Bankr. C.D. Cal. Case No. 17-15979
Chapter 11 Petition filed July 18, 2017
represented by: Michael Jones, Esq.
M. JONES & ASSOICATES, PC
E-mail: mike@mjthelawyer.com
In re Anthony Robert Fisher and Kathleen Blackburn Fisher
Bankr. N.D. Cal. Case No. 17-30685
Chapter 11 Petition filed July 18, 2017
represented by: Michael C. Fallon, Esq.
LAW OFFICES OF MICHAEL C. FALLON
E-mail: mcfallon@fallonlaw.net
In re Brianna Michelle Agogho
Bankr. D.D.C. Case No. 17-00399
Chapter 11 Petition filed July 18, 2017
Filed Pro Se
In re Causeway Shipping Marine, S.A., Inc.
Bankr. S.D. Fla. Case No. 17-19043
Chapter 11 Petition filed July 18, 2017
See http://bankrupt.com/misc/flsb17-19043.pdf
represented by: Beresford A. Landers, Esq.
E-mail: blandersesquire@gmail.com
In re Eagle Pharmacy Inc.
Bankr. D. Md. Case No. 17-19700
Chapter 11 Petition filed July 18, 2017
See http://bankrupt.com/misc/mdb17-19700.pdf
represented by: Chidiebere Onukwugha, Esq.
ONUKWUGHA & ASSOCIATES, LLC
E-mail: rsvpco@yahoo.com
In re 300 Block Properties, LLC
Bankr. D. Mont. Case No. 17-60706
Chapter 11 Petition filed July 18, 2017
See http://bankrupt.com/misc/mtb17-60706.pdf
represented by: Gary S. Deschenes, Esq.
DESCHENES & ASSOCIATES
E-mail: descheneslaw@dalawmt.com
In re Dearborn Village, LLC
Bankr. D. Mont. Case No. 17-60707
Chapter 11 Petition filed July 18, 2017
See http://bankrupt.com/misc/mtb17-60707.pdf
represented by: Gary S. Deschenes, Esq.
DESCHENES & ASSOCIATES
E-mail: descheneslaw@dalawmt.com
In re Christopher M. Kennedy
Bankr. W.D. Pa. Case No. 17-22918
Chapter 11 Petition filed July 18, 2017
represented by: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
E-mail: dcalaiaro@c-vlaw.com
In re Ismael Maldonado Torres and Adaliz Solis Figueroa
Bankr. D.P.R. Case No. 17-05087
Chapter 11 Petition filed July 18, 2017
represented by: Modesto Bigas Mendez, Esq.
BIGAS & BIGAS
E-mail: modestobigas@yahoo.com
In re Premier Kids Enrichment Center, LLC
Bankr. W.D. Tenn. Case No. 17-26254
Chapter 11 Petition filed July 18, 2017
See http://bankrupt.com/misc/tnwb17-26254.pdf
represented by: Joseph E. Garrett, Esq.
LAW OFFICE OF JOSEPH E. GARRETT
E-mail: joegarrettlaw@aol.com
In re Gregory Francis Girardot
Bankr. N.D. Cal. Case No. 17-51713
Chapter 11 Petition filed July 19, 2017
represented by: Scott J. Sagaria, Esq.
LAW OFFICES OF SCOTT J. SAGARIA
E-mail: SagariaBK@sagarialaw.com
In re Mitchell E. Kurzner
Bankr. M.D. Fla. Case No. 17-06249
Chapter 11 Petition filed July 19, 2017
represented by: Timothy W. Gensmer, Esq.
TIMOTHY W GENSMER, PA
E-mail: timgensmer@aol.com
In re Jeffrey Feld
Bankr. M.D. Fla. Case No. 17-06267
Chapter 11 Petition filed July 19, 2017
represented by: Jeffrey S. Lampley, Esq.
DELLUTRI LAW GROUP
E-mail: JLampley@DellutriLawGroup.com
In re Mac's Market, Inc.
Bankr. D. Mont. Case No. 17-60709
Chapter 11 Petition filed July 19, 2017
See http://bankrupt.com/misc/mtb17-60709.pdf
represented by: Edward A. Murphy, Esq.
MURPHY LAW OFFICES, PLLC
E-mail: murphylawecf@gmail.com
In re BNF Realty Brooklyn, LLC
Bankr. E.D.N.Y. Case No. 17-43689
Chapter 11 Petition filed July 19, 2017
See http://bankrupt.com/misc/nyeb17-43689.pdf
represented by: Douglas J. Pick, Esq.
PICK & ZABICKI LLP
E-mail: dpick@picklaw.net
In re 79 Railroad St. Inc.
Bankr. E.D.N.Y. Case No. 17-74363
Chapter 11 Petition filed July 19, 2017
See http://bankrupt.com/misc/nyeb17-74363.pdf
Filed Pro Se
In re VAB 606 Main St., LLC
Bankr. M.D. Pa. Case No. 17-02981
Chapter 11 Petition filed July 19, 2017
See http://bankrupt.com/misc/pamb17-02981.pdf
Filed Pro Se
In re 243 S. Main LLC
Bankr. M.D. Pa. Case No. 17-02982
Chapter 11 Petition filed July 19, 2017
See http://bankrupt.com/misc/pamb17-02982.pdf
Filed Pro Se
In re B E R Precision, Inc.
Bankr. S.D. Tex. Case No. 17-34371
Chapter 11 Petition filed July 19, 2017
See http://bankrupt.com/misc/txsb17-34371.pdf
represented by: Larry A. Vick, Esq.
E-mail: lv@larryvick.com
In re David Gary Johnson and Ester Gonzalez Johnson
Bankr. W.D. Tex. Case No. 17-51660
Chapter 11 Petition filed July 19, 2017
represented by: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
E-mail: treywhite@villawhite.com
In re RK Partnership
Bankr. C.D. Cal. Case No. 17-11923
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/cacb17-11923.pdf
represented by: Mark E. Goodfriend, Esq.
LAW OFFICES OF MARK E GOODFRIEND
E-mail: markgoodfriend@yahoo.com
In re A.D.K. Arms, Inc.
Bankr. N.D. Ill. Case No. 17-21679
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/ilnb17-21679.pdf
represented by: Scott R. Clar, Esq.
CRANE HEYMAN SIMON WELCH & CLAR
E-mail: sclar@craneheyman.com
In re James Malcolm Dyess
Bankr. E.D. La. Case No. 17-11906
Chapter 11 Petition filed July 20, 2017
represented by: Douglas M. Schmidt, Esq.
DOUGLAS M. SCHMIDT, APLC
E-mail: dglsschmdt@yahoo.com
In re Dyess Medical Center, Inc.
Bankr. E.D. La. Case No. 17-11907
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/laeb17-11907.pdf
represented by: Douglas M. Schmidt, Esq.
DOUGLAS M. SCHMIDT, APLC
E-mail: dglsschmdt@yahoo.com
In re Tower Properties, LLC
Bankr. E.D. La. Case No. 17-11909
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/laeb17-11909.pdf
represented by: Douglas M. Schmidt, Esq.
DOUGLAS M. SCHMIDT, APLC
E-mail: dglsschmdt@yahoo.com
In re Roy Joseph Bartelmay
Bankr. D. Md. Case No. 17-19889
Chapter 11 Petition filed July 20, 2017
represented by: James A. Vidmar, Jr., Esq.
YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC
E-mail: jvidmar@yvslaw.com
In re APAPIP, LLC
Bankr. D.N.J. Case No. 17-24696
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/njb17-24696.pdf
represented by: Christopher J. Balala, Esq.
SCURA, WIGFIELD, HEYER & STEVENS, LLP
E-mail: cbalala@scuramealey.com
In re Moke Peace 43 Corp
Bankr. E.D.N.Y. Case No. 17-43712
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/nyeb17-43712.pdf
Filed Pro Se
In re Jaspen, Inc.
Bankr. E.D. Pa. Case No. 17-14918
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/paeb17-14918.pdf
represented by: Michael D. Hess, Esq.
BURKE & HESS
E-mail: amburke7@yahoo.com
In re Chris R. Ithen and Joanna L. Ithen
Bankr. W.D. Pa. Case No. 17-10755
Chapter 11 Petition filed July 20, 2017
represented by: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
E-mail: dcalaiaro@c-vlaw.com
In re Real Estate Book, Inc.
Bankr. W.D. Pa. Case No. 17-22948
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/pawb17-22948.pdf
represented by: Shawn N. Wright, Esq.
LAW OFFICE OF SHAWN N. WRIGHT
E-mail: shawn@shawnwrightlaw.com
In re SIMPLE HVAC, INC.
Bankr. M.D. Tenn. Case No. 17-04914
Chapter 11 Petition filed July 20, 2017
See http://bankrupt.com/misc/tnmb17-04914.pdf
represented by: Steven L. lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Radicand, Inc.
Bankr. N.D. Cal. Case No. 17-30708
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/canb17-30708.pdf
represented by: Drew Henwood, Esq.
LAW OFFICES OF DREW HENWOOD
E-mail: dfhenwood@aol.com
In re All Phase Care, Inc.
Bankr. N.D. Cal. Case No. 17-51734
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/canb17-51734.pdf
represented by: Frank E. Mayo, Esq.
LAW OFFICES OF FRANK E. MAYO
E-mail: fmayolaw@aol.com
In re George W Huguely, IV
Bankr. S.D. Fla. Case No. 17-19182
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/flsb17-19182.pdf
represented by: Brian K. McMahon, Esq.
E-mail: briankmcmahon@gmail.com
In re Bowlin Funeral Home, Inc.
Bankr. W.D. Mo. Case No. 17-20736
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/mowb17-20736.pdf
represented by: Harry D. Boul, Esq.
BOUL & ASSOCIATES
E-mail: hboul@earthlink.net
In re Goldstreet Automotive, LLC
Bankr. M.D. Tenn. Case No. 17-04943
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/tnmb17-04943.pdf
represented by: Timothy G. Niarhos, Esq.
NIARHOS & WALDRON, PLC
E-mail: tim@niarhos.com
In re 2 Brothers Transport, LLC
Bankr. M.D. Tenn. Case No. 17-04962
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/tnmb17-04962.pdf
represented by: Denis Graham (Gray) Waldron, Esq.
NIARHOS & WALDRON, PLC
E-mail: gray@niarhos.com
In re H & M Concrete Services, LLC
Bankr. E.D. Tex. Case No. 17-60532
Chapter 11 Petition filed July 21, 2017
See http://bankrupt.com/misc/txeb17-60532.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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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
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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