/raid1/www/Hosts/bankrupt/TCR_Public/170807.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 7, 2017, Vol. 21, No. 218
Headlines
14885 INWOOD: Hires Square Foot as Broker
5 STAR INVESTMENT: Trustee Selling South Bend Property for $26K
5310 BAYHAM: Sept. 6 Plan and Disclosure Statement Hearing
624 STANYAN: Hires Vanguard Properties as Real Estate Broker
97 2ND LLC: Case Summary & 20 Largest Unsecured Creditors
A QUIVER FULL: Intends to File Plan of Reorganization by Oct. 31
ABE Q. MILLS: Sale of 1983 Brenner Tanker for $10K Approved
ADPT DFW: Adkinson, et al., Ask Court to Reject Amended Disclosures
ADPT DFW: Equity Committee Blocks Approval of Plan Disclosures
ADPT DFW: Plan Unconfirmable, LG Summer, et al., Complain
ADVANCED MICRO: Incurs $16 Million Net Loss in Second Quarter
AK STEEL: Moody's Assigns B3 Rating to $280MM Sr Unsecured Notes
AK STEEL: S&P Rates New $280MM Senior Unsecured Notes Rated 'B-'
AMG INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
AOG ENTERTAINMENT: Abstention Mandatory in Suit vs. Apollo
APOLLO MEDICAL: Deadline to File Resale Prospectus Moved to 2018
APOLLO MEDICAL: NNA of Nevada Has 13.4% Stake as of April 26
APOLLO SOLAR: Seeks December 31 Plan Exclusivity Extension
APOLLO SOLAR: Seeks to Hire Thomas Industries as Appraiser
ARCHDIOCESE OF SAINT PAUL: Hires Regnier as Loss Reserve Analyst
ATLANTA GROTNES: U.S. Trustee Unable to Appoint Committee
AUTHENTIDATE HOLDING: Posts $692,000 Net Income in Third Quarter
BROADVIEW NETWORKS: Cancels Registration of 10.5% Senior Notes
CALIFORNIA RESOURCES: Reports $48 Million Net Loss for 2nd Quarter
CAPITAL TRANSPORTATION: Has Until Aug. 10 to File Chapter 11 Plan
CATCH 22 LINY: Seeks Nov. 1 Exclusive Plan Filing Period Extension
CBSA FAMILY: Hires Friedman Law Group as Attorneys
CHARLES EDWARD TAYLOR: P. Caiarelli Lacked Standing to Sue
CHESAPEAKE ENERGY: Posts Net Income of $470M in Second Quarter
CHRESTOTES INC: Hires David A. Tilem as General Counsel
CHURCH AND STATE: Taps Lesnick Prince as Bankruptcy Counsel
COMPACTION UNLIMITED: Asahi Opposes Approval of Plan, Disclosures
CONCORDIA INTERNATIONAL: Will Release Q2 Results on August 11
CONTINENTAL BUILDING: Moody's Hikes CFR to Ba3, Outlook Stable
DANIEL BACANER: Scott Buying Memphis Property for $90K
DARDEN-GREEN CO: Hinkle to Get Note With 5% Per Annum Over 10 Yrs.
DIGITAL REALTY: Fitch Assigns BB+ Preferred Stock Rating
DIMORA BRANDS: Moody's Assigns B3 Corporate Family Rating
DIMORA BRANDS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
DMH LEASING: Case Summary & 2 Unsecured Creditors
DONNIE EARNEST: Selling Monroe Property for $115K
DXP ENTERPRISES: Moody's Assigns B2 CFR & Rates 2023 Term Loan B3
DXP ENTERPRISES: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
DYNAMIC CONSTRUCTION: Creditors' Panel Hires Hirschler as Counsel
ELITE INSULATION: Hires Eric A. Liepins as Bankruptcy Counsel
EMPRESAS ALVARO: Court Approves Disclosures, Confirms Plan Outline
ENGLEWOOD MISSIONARY: Case Summary & 20 Top Unsecured Creditors
EQT AVATAR: Moody's Assigns B3 CFR and B2 1st Lien Loans Rating
ESPLANADE HL: Oct. 3 Auction of Three Algonquin Properties Set
EW SCRIPPS: Moody's Puts Ba2 CFR on Review for Downgrade
EZRA HOLDINGS: Court Moves Exclusive Plan Filing Period to Nov. 13
FANNIE MAE: Reports Net Income of $3.2 Billion in Second Quarter
FAUSER OIL: Wants Plan Filing Deadline Moved to November 30
FINJAN HOLDINGS: Will Host its Q2 Shareholder Update on Aug. 10
FRANCOS TRUCKING: Case Summary & 20 Largest Unsecured Creditors
GARDEN FRESH: Has Until October 30 to File Plan of Reorganization
GATOR EQUIPMENT: Morea Buying Houma Property for $720K
GRACIOUS HOME: Plan Filing Exclusivity Extended Until Sept. 11
GREENSTAR HOSPITALITY: U.S. Trustee Unable to Appoint Committee
GUP'S HILL PLANTATION: Sale of Edgefield Property for $790K Denied
GV HOSPITAL: Newco to Pay MedOne $141,000 Plus Sales Tax in Cash
HARDROCK HDD: Needs Until October 12 to File Plan of Reorganization
HARKEY OPERATING: Exclusivity Periods Extended Through October 5
HAROLD ROSBOTTOM: Condominium Part of Bankruptcy Estate
HBT JV: Sept. 7 Hearing on Plan and Disclosure Statement
HILTZ WASTE: Proposed Private Sale of All Assets Denied
HOVNANIAN ENTERPRISES: Notes Tender Offer Expires
HUNTWICKE CAPITAL: Will File Form 10-K Within Extension Period
INNOVOSCIENCES LLC: Case Summary & 20 Largest Unsecured Creditors
INNOVOSCIENCES LLC: Case Summary & 20 Largest Unsecured Creditors
JANKOSA INC: Plan Exclusivity Period Extended through August 25
JODY KEENER: Trustee Selling Cedar Rapids Property for $34K
JOHN Q. HAMMONS: Kraemer Buying Middleton Property for $1.5M
KUEHG CORP: Moody's Revises Outlook to Stable & Affirms B3 CFR
KUEHG CORP: S&P Lowers Corp Credit Rating to 'B-', Outlook Stable
LACLEDE STEEL: Judge Schermer Holds Plan Committee in Contempt
LEXINGTON HOSPITALITY: Case Summary & 20 Top Unsecured Creditors
M.B. UNLIMITED: Plan Filing Exclusivity Period Moved to October 8
MANUGRAPH AMERICAS: Hires Brown Schultz as Accountants
MBTI OF PUERTO RICO: Selling San Juan Six Properties for $2M
MRI INTERVENTIONS: Incurs $2 Million Net Loss in Second Quarter
NAVISTAR INTERNATIONAL: Will End Engine Production at Melrose Park
NETWEST INC: Hires Eric A. Liepins PC as Counsel
NEW JERSEY ANTIQUE: Disclosure Statement Conditionally Approved
ONE HORIZON: Sells 100,000 Common Shares to Investor
OPTIMUMBANK HOLDINGS: Appoints Thomas Procelli to Board
PACIFIC DRILLING: CEO & Director Christian Beckett Steps Down
PANDA TEMPLE: Exclusive Plan Filing Period Extended Until Nov. 13
PARETEUM CORP: Appoints Telecom Executive as Independent Director
PATRICK O'NEAL CHEVERS: Lian Buying Nashville Property for $195K
PELICAN REAL: Liquidating Trustee's Sale of Snohomish Property OK'd
PENICK PRODUCE: Intends to File Chapter 11 Plan by November 22
PIONEER ENERGY: Incurs $20.2 Million Net Loss in Second Quarter
QUADRANT 4 SYSTEM: Taps Faegre Baker Daniels as Special Counsel
QUADRANT 4 SYSTEM: Taps Livingstone Partners as Investment Banker
QUADRANT 4 SYSTEM: Taps Nixon Peabody as Special Counsel
REEVES COUNTY, TX: S&P Cuts Rating on 3 Bond Tranches to 'CCC+'
RENNOVA HEALTH: Amends 5.3-Mil. Shares Resale Prospectus with SEC
RICEBRAN TECHNOLOGIES: DG Capital Has 9.8% Stake as of May 5
RICHARD D. VAN LUNEN: Hires UHY Advisors as Accountant
RMS TITANIC: Wants Exclusive Plan Filing Period Moved to October 20
ROBAROSA CORP: Hires Eric A. Liepins PC as Counsel
ROSETTA GENOMICS: Files 4th Amendment to Form F-1 Prospectus
ROYAL DRAGON: Intends to File Plan of Reorganization by Sept. 29
SABEMOS BEVERAGES: Case Summary & 20 Largest Unsecured Creditors
SEARS CANADA: ESL Partners Has 45.3% Equity Stake as of July 27
SEARS HOLDINGS: ESL Partners Has 56.6% Equity Stake as of Aug. 1
SEARS HOLDINGS: Extends Maturity of $271M LC Facility to 2018
SHORT BARK: Sept. 18 Auction of All Assets Set
SIGNAL BAY: Acquires Membership Interest in Viridis for $1M
SSH HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak Performance
STEVEN DAVIS: Sale of ForthWorth Property for $180K Approved
SUNSET PARTNERS: Hires Verdolino & Lowey as Accountant
T.C. RENFROW: Hires Valbridge Property as Valuation Expert
TALEN ENERGY: Moody's Rates $98MM Senior Unsecured Notes B1
TALLIS GROUP: Hearing on Plan Outline Set for August 28
TAR HEEL: Trustee's Sale of All Customer Relationships & Eqpt. OK'd
TERRAVIA HOLDINGS: Proposes Corbion-Led Sale Process
THERMAGEM LLC: Hires Moffa & Breuer as Counsel
THIRD COAST INDUSTRIAL: Sept. 13 Plan, Disclosure Statement Hearing
TRAVIS RAGSDALE: Sale of Dallas Property for $300K Approved
TRIUMPH GROUP: Moody's Rates $500MM Senior Unsecured Notes B3
TRIUMPH GROUP: S&P Rates New $500MM Senior Unsecured Notes 'B-'
TROVERCO INC: Hires 321 Capital Partners as Financial Advisor
TROVERCO INC: Hires Cullen and Dykman as Counsel
TROVERCO INC: Hires Spencer Fane as Co-Counsel
TXCC INC: Sale of All Restaurant Assets to Alamo Approved
USS ULTIMATE: Moody's Assigns B3 Corporate Family Rating
VIAWEST INC: S&P Withdraws 'B' CCR on Completion of Peak 10 Deal
VIDEO DISPLAY: Hancock Askew Replaces Carr Riggs as Accountants
W&T OFFSHORE: Posts $33.3 Million Net Income in Second Quarter
WARWICK YARD: Hires Condon & Associates as Counsel
WEATHERFORD INTERNATIONAL: Incurs $171 Million Net Loss in Q2
WEATHERFORD INTERNATIONAL: Incurs $171M Net Loss in 2nd Quarter
WERTHAN PACKAGING: Sept. 19 Plan Confirmation Hearing
WEST BATON: Hearing on Disclosure Statement Set for Sept. 13
[*] B3 Negative and Lower Corp Ratings List Drops Again in July
[*] PBGC's Multiemployer Insurance Program Likely Insolvent by 2025
[^] BOND PRICING: For the Week from July 31 to August 4, 2017
*********
14885 INWOOD: Hires Square Foot as Broker
-----------------------------------------
14885 Inwood Road, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Square Foot,
Inc., as broker.
The Debtor owns shopping centers located at 14835 and 14885 Inwood
Road, Addison, Texas, which the Debtor leases to various
businesses.
The Debtor requires Square Foot to market the Properties for lease
under the terms of a proposed Exclusive Sale/Lease Listing
Agreement.
Square Foot is entitled to a commission of $3.00 per square foot or
4% of net rentals, whichever is greater, in the event of a lease
transaction if Square Foot is the sole acting broker in the
transaction. Should Square Foot cooperate with another broker in a
lease transaction, the Debtor will pay a commission of $4.50 per
square foot or 6% of net rentals, whichever is greater. If, during
the term of this Listing Agreement, the Debtor extends, renews,
expands, or modifies a lease with a tenant, the Debtor will pay
Square Foot an additional fee of 2% of all rents to be paid for the
term of the extension, renewal, expansion or modification, payable
immediately upon execution of the lease extension, renewal or
modification.
Richard Polishuk, vice president of Square Foot, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Square Foot may be reached at:
Richard Polishuk
Square Foot, Inc.
1207 Eldorado Avenue
Dallas, TX 75208
Tel: 214.943.9090
About 14885 Inwood Road
14885 Inwood Road, LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 17-31260) on April 3, 2017. In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities. The petition was signed by Sherry
LaMaison, president.
The Hon. Stacey G. Jernigan presides over the case.
Melissa S. Hayward, Esq., at Franklin Hayward LLP, is serving as
bankruptcy counsel to the Debtor. Jeff Sandberg, Esq. at Palmer &
Manuel, LLP, is special counsel in the Debtor's insurance claim.
The Debtor tapped Location Specialists, LLC, as property manager;
and Lower My Texas Property Taxes, LLC, as tax protestor.
5 STAR INVESTMENT: Trustee Selling South Bend Property for $26K
---------------------------------------------------------------
Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC,
and affiliates, asks the U.S. Bankruptcy Court for the Northern
District of Indiana to authorize the private sale of real estate
commonly known as 2179 Hollywood Place, South Bend, St. Joseph
County, Indiana, to Brandon Arizpe for $26,000.
Prior to the Petition Date, debtor 5 Star Investment Group V, LLC,
was the sole owner of the Real Estate. The Real Estate is subject
to a tax lien for delinquent real estate taxes that have accrued
for 2014 through 2016 and real estate taxes that will accrue for
2017.
The Real Estate is also subject to these Investor Mortgages:
a. A first priority mortgage in favor of 2003 Joint Revocable
Trust of Harvey Lengacher and Salome Lengacher dated May 3, 2011.
The Lengacher Trust Mortgage was recorded on May 12, 2011 in the
Office of the Recorder of St. Joseph County, Indiana, as Instrument
No. 1112634.
b. A second priority mortgage in favor of Thomas Adamczyk dated
May 12, 2014. The Adamczyk Mortgage was recorded on May 23, 2014
in the Office of the Recorder of St. Joseph County, Indiana, as
Instrument No. 1411669.
On July 31, 2017, pursuant to the sole efforts of the Tiffany
Group, the Trustee entered into the Purchase Agreement for the sale
of the Real Estate to the Purchaser for the total purchase price of
$26,000.
The Purchase Agreement provides for the sale of the Real Estate,
free and clear of all liens, encumbrances, claims and interests.
It also provides that any portion of the Tax Lien that represent
delinquent real estate taxes, including real estate taxes that have
accrued for 2014 through 2016, will be paid in full at closing. In
addition, the Purchase Agreement provides that any portion of the
Tax Lien that represents real estate taxes for 2017 will be
prorated as of the date immediately prior to the date of closing.
Further, it provides that any other special assessment liens,
utilities, water and sewer charges and any other charges
customarily prorated in similar transactions will be prorated as of
the date immediately prior to the date of closing.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/5_Star_900_Sales.pdf
Although the Trustee is still in the process of liquidating the
assets of the Consolidated Bankruptcy Estate, it appears that the
assets will fall short of paying the plethora of claimants.
Unfortunately, under these circumstances, no distribution method
can possibly compensate all the investors/creditors fully for their
losses. In order to ensure the fair and equitable treatment of all
investors/creditors in these bankruptcy cases, the Trustee proposes
to sell all real estate free and clear of investor mortgages, with
the liens to attach to the proceeds until further order of the
Court.
The Trustee anticipates that the resolution of how the funds should
be distributed will be raised in the future pursuant to either a
chapter 11 plan and/or separate actions. At such time, all parties
can be heard on how the proceeds from the sale of the Real Estate
secured by the Investor Mortgages should be distributed.
The Trustee submits that the proposed sale pursuant to the Purchase
Agreement will accomplish a "sound business purpose" and will
result in the maximized value for the Real Estate. The Trustee
believes, based on the advice of the Tiffany Group, that the
purchase price of $26,000 reflects the combined fair market value
of the Real Estate, and it therefore maximizes recovery.
Accordingly, the Trustee asks the Court to enter an Order
authorizing him, on behalf of the Consolidated Bankruptcy Estates,
to (i) sell the Real Estate to the Purchaser pursuant to the terms
and conditions of the Purchase Agreement free and clear of all
liens, encumbrances, claims and interests; (ii) disburse from the
sale proceeds, costs and expenses of the sale, including the
commission owed to Tiffany Group (approximately $1,300), second to
pay all real estate taxes and assessments outstanding and unpaid at
the time of the sale, including the Tax Lien, and third to pay the
prorated portions for any other special assessment liens,
utilities, water and sewer charges and any other charges
customarily prorated in similar transactions; and (iii) retain the
excess proceeds from the sale until further order of the Court.
The Trustee asks the Court to waive the requirements of Bankruptcy
Rule 6004(h) in order to allow the Trustee to timely and
expeditiously consummate the proposed sale.
The Purchaser can be reached at:
Brandon Arizpe
1118 Academy Place
South Bend, IN 46616
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC")
filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court
for the Northern District of Indiana, Hammond Division ("SEC
Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital
Fund, and 5 Star Commercial defrauded at least 70 investors from
whom
they raised funds of at least $3,900,000. Additionally, on Nov.
5, 2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl
D. Miller sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016.
5
Star estimated its assets at up to $50,000 and its liabilities
between
$1 million and $10 million. The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
The Trustee's attorneys:
RUBIN & LEVIN, P.C.
Meredith R. Theisen
Deborah J. Caruso
John C. Hoard
James E. Rossow, Jr.
Meredith R. Theisen
135 N. Pennsylvania Street, Suite 1400
Indianapolis, Indiana 46204
Tel: (317) 634-0300
Fax: (317) 263-9411
E-mail: dcaruso@rubin-levin.net
johnh@rubin-levin.net
jim@rubin-levin.net
mtheisen@rubin-levin.net
5310 BAYHAM: Sept. 6 Plan and Disclosure Statement Hearing
----------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern
District of Michigan issued an order granting preliminary approval
of 5310 Bayham, LLC's first amended combined plan and disclosure
statement.
The deadline to return ballots on the First Amended Plan, as well
as to file objections to final approval of the Disclosure Statement
and objections to confirmation of the First Amended Plan is August
31, 2017.
The hearing on objections to final approval of the Disclosure
Statement and confirmation of the First Amended Plan will be held
on Sept. 6, 2017, at 11:00 a.m., in Room 1925, 211 W. Fort Street,
Detroit, Michigan.
About 5310 Bayham LLC
5310 Bayham, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-44836) on March 31,
2017. The petition was signed by Randal A. Manny, president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
624 STANYAN: Hires Vanguard Properties as Real Estate Broker
------------------------------------------------------------
624 Stanyan Street LLC seeks authority from the US Bankruptcy Court
to employ Vanguard Properties as its real estate broker.
The principal asset of the Debtor's estate is a parcel of improved
commercial property, potentially suitable for development, located
in San Francisco, California. The Debtor wishes to employ Vanguard
Properties as its real estate broker to provide it with advice and
representation, and specifically to assist it in effecting a sale
of the Stanyan Property.
Vanguard Properties charges 5.25% commission for its services.
Richard M. Hills attests that Vanguard Properties has no connection
with the Debtor, its creditors, equity security holders, or any
other parties-in-interest, or their respective attorneys and
accountants, or the United States Trustee, any person employed in
the Office of the United States Trustee or the Judge assigned to
the Debtor's case except for the relationship that every taxpayer
has with the taxing authorities.
The Firm can be reached through:
Richard M. Hills
2501 Mission Street
San Francisco, CA, 94110
Tel: 415-875-7440
Fax: 415-321-7200
Email: rick-hills.vanguardproperties.com
About 624 Stanyan Street LLC
624 Stanyan Street, LLC, based in San Francisco, Calif., filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 16-30965) on Sept.
1, 2016. The Hon. Dennis Montali presides over the case. Michael
St. James, Esq. serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Larry
Nasey, manager.
On Nov. 16, 2016, 624 Stanyan Street, LLC filed a combined
disclosure statement and Chapter 11 plan of reorganization.
97 2ND LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 97 2nd LLC
9322 3rd Avenue, Ste 502
Brooklyn, NY 11209-6802
Type of Business: 97 2nd LLC claims to be the rightful owner of
the real property located at 97 2nd Avenue,
New York, NY which is improved by a
residential apartment building occupied
by nine residential tenants and one commercial
tenant. The Debtor said that in recent weeks,
the Property has been improperly commandeered by
entities controlled by one, Michael Shah,
necessitating the filing of the Chapter 11 case.
More particularly, Mr. Shah's involvement began
when his company, DS 97 2nd Avenue Note
Purchaser LLC, initially acquired the underlying
mortgage debt originally held by Signature Bank
in the total amount of $9,500,000 earlier this
year. Mr. Shah's acquisition of the mortgages
was effectuated pursuant to a certain Assignment
of Mortgage dated April 17, 2017. The current
principal balance due under the mortgages i
approximately $9,164,699 as of July 11, 2017.
The Debtor intends to seek buyers for the
Property so it can effectuate an immediate sale
under a plan of reorganization.
The Debtor's primary assets consists of its
legal equitable interest in the Property
valued at $15.1 million.
Pending the anticipated recapture of the
Property, the Debtor has no immediate
income or expenses, but intends to file a
budget once the Property is rightfully
returned to its estate.
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-74756
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Ted J. Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-301-6943
Fax: (212)-422-6836
E-mail: Tdonovan@gwfglaw.com
Total Assets: $15.1 million
Total Liabilities: $9.88 million
The petition was signed by Tim Ziss, restructuring manager.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-74756.pdf
Pending bankruptcy cases filed by affiliates in the Eastern
District of New York:
Debtor Case No. Petition Date
--------------------- -------- -------------
Manhattan 335 Tower, Inc. 15-74693 11/03/15
Goldstone Management Corp. 14-71450 4/03/14
BMT Holdings - Lynbrook, LLC 12-71686 3/20/12
BMT Holdings - Brick, LLC 12-71688 3/20/12
BMT Holdings - Commack, LLC 12-71689 3/20/12
BMT Holdings - Nesconset, LLC 12-71690 3/20/12
97 2nd LLC's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Raphael Agrzz $500,000
5404 New Utrecht Ave
Brooklyn, NY
11219-4187
Rivkin Radler $60,000
Robinson Brog Leinwand Greene $50,000
& Genovese
Hou Spicy, Inc. $20,157
David Reich $20,000
Belkin Burden Wenig & Goldman, LLP $11,157
Global Pest Control $9,747
Phillip Anderson and Cameron Debit $7,500
Natalie Alford $7,200
Madeleine Gaiman $6,500
Manasi Rajagopal $6,000
Alex Nugent $6,000
Alison Tobias $5,000
Gabrielle Tazza $5,000
Kim Borin $2,182
Ben Lebovits $1,593
NYS Department of Labor $0
Internal Revenue Service $0
NYS Dep't of Taxation $0
NYC Dep't of Finance $0
A QUIVER FULL: Intends to File Plan of Reorganization by Oct. 31
----------------------------------------------------------------
A Quiver Full, Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Georgia its second motion asking the for an
extension of its deadline to file a plan of reorganization by an
additional 60 days, through and including October 31, 2017.
The Debtor also requests a concomitant extension of its exclusivity
period.
The Debtor explains that it filed its First Motion to Extend
Exclusivity and Plan Deadlines on June 30, 2017, which was granted
by the Court, thereby extending the Debtor's exclusivity period and
deadline to file a plan through and including September 1, 2017.
The Debtor claims that it is still attempting to negotiate a plan
with its major creditors, and has just negotiated a deal with its
primary creditor that will put the Debtor in a position to file a
confirmable plan in the near future.
The Court will conduct a hearing to consider the Debtor's Motion on
August 31, 2017 at 1:30 p.m.
About A Quiver Full
A Quiver Full owns and operates a marketing and sales of specialty
goods business at 2715 Arbor Hill Road, Canton, GA 30115. Its
primary business is marketing and selling patented, self-cooling
towels to blue-chip retailers, including some of the nation's
largest amusement parks.
A Quiver Full, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-66793) on September
23, 2016. The petition was signed by Jeff Whitmire, authorized
representative. The Debtor is represented by William A. Rountree,
Esq. at Macey,Wilensky & Hennings, LLC. At the time of the filing,
the Debtor estimated assets and liabilities of less than $500,000.
ABE Q. MILLS: Sale of 1983 Brenner Tanker for $10K Approved
-----------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi authorized Abe Q. Mills Trucking Co.'s sale
of 1983 Brenner tanker with VIN 198AW6212DE006560 located at 797
Hillsboro-Ludlow Road in Forest, Mississippi, outside the ordinary
course of business to D&M Allied for $10,000.
There are no liens or encumbrances in or upon the equipment. The
proceeds will be used to pay administrative expenses.
The Order is a final judgment as contemplated by the applicable
Bankruptcy Rules.
About Abe Q. Mills Trucking Co.
Abe Q. Mills Trucking Co. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Miss. Case No. 16-02068) on June 27,
2016. The petition was signed by Abe Q. Mills, president/director.
The Debtor estimated assets at $100,001 to $500,000 and
liabilities at $500,001 to $1 million at the time of the filing.
The Debtor is represented by Craig M. Geno, Esq., at the Law
Offices of Craig M. Geno, PLLC.
ADPT DFW: Adkinson, et al., Ask Court to Reject Amended Disclosures
-------------------------------------------------------------------
David Adkinson, Brent Blonigan, Chatan Patel, Krissa Price, Michael
Price, and Truman Blocker III, individually and on behalf of all
other persons similarly situated, object to the Disclosure
Statement for ADPT DFW Holdings LLC, et al.'s First Amended Joint
Plan of Reorganization.
On Jan. 27, 2017, the Class Representatives filed a Class Action
Lawsuit against debtors Adeptus Health Inc., Adeptus Health LLC,
Adeptus Health Colorado Holdings LLC, and Adeptus Health Management
LLC.
In the Class Action Lawsuit, the Class Representatives, on behalf
of themselves and the other putative Class Members, allege that
Debtors have intentionally and systematically defrauded and
deceived consumers by failing to disclose certain facilities fees
to patients before they are treated at Debtors’ free-standing
emergency rooms.
The Class Representatives complain that the Disclosure Statement
fails to provide adequate information concerning the Releases and
Released Parties, and describes an unconfirmable plan.
They contend that the Debtors' Plan cannot be confirmed because it
impermissibly seeks to release and enjoin claims against unnamed
non-debtor entities for no justifiable reason. Section 524(e) of
the Code prohibits the discharge of debts of nondebtors. A section
105 injunction must be consistent with, and cannot alter, another
provision of the Code.
To add further to the vagaries of who is released, "non-Debtor
Affiliates" is undefined. The definition of "Exculpated Parties" is
similarly infirm. The inclusion of non-debtors as "Released
Parties" and the failure to define the "non-Debtor Affiliates" are
particularly problematic because proposed class counsel are aware
of multiple potential plaintiffs with claims against non-debtor
entities relating to the failure to disclose facilities fees.
There is no specific list by name in the Disclosure Statement as to
precisely what non-Debtor entities are being released. Creditors
need that information in order to make an informed decision about
the Plan. The unbounded and ambiguous definition of "Released
Parties" is insufficient and improper. There is also no description
in the Disclosure Statement as to what "service" or consideration
each such non-Debtor Released Party is providing the Debtors that
would justify a release from all claims. Creditors need that
information in order to make an informed decision about the Plan.
Creditors are entitled to know who they are releasing and what that
released party is providing in exchange for that release.
Because the Disclosure Statement fails to contain adequate
information concerning the releases and Released Parties, it is
impossible to make an informed judgment about the Plan and the
proposed treatment of claims against the Debtors and their
estates.
For the reasons stated, the Class Representatives respectfully urge
the Court to enter an order disapproving the Debtors' Disclosure
Statement for failing to meet the statutory disclosure requirements
of section 1125 of the Bankruptcy Code and for disclosing a plan
that is not confirmable under section 1129(a) of the Bankruptcy
Code, and for such other relief to which they are entitled.
Counsel for the Class Representatives:
Sander L. Esserman, Esq.
Peter C. D'Apice, Esq.
STUTZMAN, BROMBERG, ESSERMAN
& PLIFKA, A PROFESSIONAL CORPORATION
2323 Bryan Street, Suite 2200
Dallas, Texas 75201-2689
(214) 969-4986
(214) 969-4999 (facsimile)
Email: dapice@sbep-law.com
About ADPT DFW Holdings LLC
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total
assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel. The Committee retained
CohnReznick as financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc.,
as
medical operations advisor.
ADPT DFW: Equity Committee Blocks Approval of Plan Disclosures
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Adeptus Health
Inc. filed with the U.S. Bankruptcy Court for the Northern District
of Texas an objection and reservation of rights with respect to the
Disclosure Statement for ADPT DFW Holdings LLC, et al.,'s First
Amended Joint Plan of Reorganization.
The Equity Committee contends that the Amended Proposed Disclosure
Statement cannot be approved for at least three principal reasons:
first, the Amended Proposed Plan, as it presently stands, is
patently unconfirmable insofar as it is predicated on an
extraordinary remedy (substantive consolidation) that the Debtors
cannot justify under the circumstances of these Chapter 11 Cases;
second, the Amended Proposed Plan is the bad-faith product of a
conflicted Board and advisors that have abandoned their fiduciary
duties to the shareholders of Adeptus Health Inc.; and third, the
Amended Proposed Disclosure Statement lacks adequate information
with respect to several material aspects of the Amended Proposed
Plan such that creditors and equity holders cannot make an informed
voting decision with respect to the Plan.
The Court should not approve the Amended Proposed Disclosure
Statement because the underlying Amended Proposed Plan is "fatally
and obviously flawed," and proceeding to a confirmation hearing
with such a patently unconfirmable plan would be a waste of the
estates' resources, the Equity Committee asserts. The infirmities
inherent in the Amended Proposed Plan are substantial, preclude
confirmation of the Plan, and must be addressed as soon as
practicable, the panel adds.
The Equity Committee also asserts that there is no information
contained in the Amended Proposed Disclosure Statement supporting
the Debtors’ contention that creditors relied on the Debtors
conducting business as a single unit. The evidence is quite the
contrary.
The second principal reason that the Amended Proposed Disclosure
Statement cannot be approved is because the Amended Proposed Plan
is the product of widespread conflicts of interest and a derogation
of fiduciary oversight. AHI (and AHI alone) may hold potentially
valuable claims and causes of action against at least three of the
four Board members related to, among other things, the
IPO/Secondary Offerings (such Board members were pre-IPO owners of
AH LLC who received their allocable share of net proceeds in the
IPO/Secondary Offerings).
Finally, the Court should not approve the Amended Proposed
Disclosure Statement because it lacks "adequate information," as
required under Bankruptcy Code Section 1125(a) and (b) on other
critical matters that should be considered by those entitled to
vote on the plan. The Amended Proposed Disclosure Statement also
contains several improper statements that appear to be an attempt
to insulate Sterling Partners and AHI’s directors and officers
from potential liability in respect of the IPO/Secondary
Offerings.
For these reasons, the Equity Committee requests that the Court:
sustain the Objection; deny approval of the Debtors' Amended
Proposed Disclosure Statement and the relief requested in the
motion to approve the same; and grant such other and further relief
as the Court may deem just, proper, and equitable.
Counsel to the Official Committee of Equity Security Holders of
Adeptus Health Inc.:
Edward S. Weisfelner, Esq.
Jeffrey L. Jonas, Esq.
Bennett S. Silverberg, Esq.
Seven Times Square
New York, New York 10036
Telephone: (212) 209-4800
Facsimile: (212) 209-4801
- and -
Phillip Lamberson, Esq.
Rakhee V. Patel, Esq.
Annmarie Chiarello, Esq.
WINSTEAD PC
500 Winstead Building
2728 N. Harwood Street
Dallas, Texas 75201
Tel: (214) 745-5400
Fax: (214) 745-5390
About ADPT DFW Holdings LLC
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total
assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel. The Committee retained
CohnReznick as financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc.,
as
medical operations advisor.
ADPT DFW: Plan Unconfirmable, LG Summer, et al., Complain
---------------------------------------------------------
LG Summer Valley FCER, LLC, LG Rowlett FCER, LLC and LG Arvada
FCER, LLC object to the Disclosure Statement for ADPT DFW Holdings
LLC, et al.,'s First Amended Joint Plan of Reorganization.
The Landlords complain that the Amended Disclosure Statement that
fails to provide even the most basic information regarding their
proposed restructuring plan.
The Amended Disclosure Statement lacks important information such
as: (a) Debtors' treatment of their joint venture interests -- a
critical part of Debtors' business enterprise; (b) Debtors’
treatment of the significant joint venture accounts payable owed to
Debtors; (b) Debtors' current financial performance; (c) financial
projections under the Amended Plan; (d) an analysis of the expected
distributions from the Litigation Trust that will provide the sole
source of payment to unsecured creditors under the Amended Plan;
and (e) identification of the executory contracts and leases that
Debtors’ intend to assume or reject under the Amended Plan, or
the cure amounts associated therewith.
The Debtors also fail to provide any information in their Amended
Disclosure Statement or Amended Plan as to how they will
restructure these insolvent joint ventures and account for the
amounts owed by the Hospital Systems. It is impossible to determine
the feasibility of the Amended Plan without this information, which
Debtors' have openly and repeatedly conceded.
Despite these deficiencies, Debtors ask the Court to approve their
Amended Disclosure Statement and simply trust that Debtors will
eventually figure out how to reorganize their joint venture
relationships with the Hospital Systems -- the majority of their
business -- before plan confirmation.
Additionally, the Debtors are proposing a plan that is patently
unconfirmable. The Amended Plan impermissibly seeks to make
payments to Deerfield -- the de facto plan proponent -- on account
of its unsecured deficiency claim ahead of other unsecured
creditors. The Amended Plan also provides improper third party
releases to Deerfield and others.
For these reasons, the Court should deny approval of the Amended
Disclosure Statement.
Attorneys for LG Summer Valley FCER, LLC, LG Rowlett FCER, LLC, and
LG Arvada FCER, LLC:
Eric E. Walker, Esq.
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, IL 60603
Tel.: (312) 324-8659
Fax: (312) 324-9659
ewalker@perkinscoie.com
- and -
John D. Penn, Esq.
Perkins Coie LLP
500 North Akard Street, Suite 3300
Dallas, Texas 75201
Tel. (214) 965-7734
Fax: (214) 965-7784
jpenn@perkinscoie.com
About ADPT DFW Holdings LLC
Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total
assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel. The Committee retained
CohnReznick as financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc.,
as
medical operations advisor.
ADVANCED MICRO: Incurs $16 Million Net Loss in Second Quarter
-------------------------------------------------------------
Advanced Micro Devices, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $16 million on $1.22 billion of net revenue for the three months
ended July 1, 2017, compared to net income of $69 million on $1.02
billion of net revenue for the three months ended June 25, 2016.
For the six months ended July 1, 2017, Advanced Micro recognized a
net loss of $89 million on $2.20 billion of net revenue compared to
a net loss of $40 million on $1.85 billion of net revenue for the
six months ended June 25, 2016.
As of July 1, 2017, the Company had $3.37 billion in total assets,
$2.95 billion in total liabilities and $417 million in total
stockholders' equity.
As of July 1, 2017, the Company's cash, cash equivalents and
marketable securities were $844 million compared to $1.26 billion
as of Dec. 31, 2016. The decrease in the six months of 2017 was
due to net cash used in the Company's operating and investing
activities. The percentage of cash, cash equivalents and
marketable securities held domestically was 93% as of July 1, 2017,
compared to 98% at Dec. 31, 2016.
The Company's aggregate debt obligations of $1.42 billion, net of
unamortized debt issuance costs and unamortized debt discount
associated with the 2.125% Convertible Senior Notes Due 2026
(2.125% Notes) as of July 1, 2017, decreased from $1.44 billion at
Dec. 31, 2016.
"We believe our cash, cash equivalents and marketable securities
balance along with our Secured Revolving Line of Credit will be
sufficient to fund operations, including capital expenditures, over
the next 12 months. We believe that in the event we decide to
obtain external funding, we may be able to access the capital
markets on terms and in amounts adequate to meet our objectives.
Should we require additional funding, such as to meet payment
obligations of our long-term debt when due, we may need to raise
the required funds through borrowings or public or private sales of
debt or equity securities, which may be issued from time to time
under an effective registration statement, through the issuance of
securities in a transaction exempt from registration under the
Securities Act of 1933 or a combination of one or more of the
foregoing. Uncertain global economic conditions have in the past
adversely impacted, and may in the future adversely impact, our
business. If market conditions deteriorate, we may be limited in
our ability to access the capital markets to meet liquidity needs
on favorable terms or at all, which could adversely affect our
liquidity and financial condition, including our ability to
refinance maturing liabilities."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/KuDJzz
About Advanced Micro Devices
Sunnyvale, California-based Advanced Micro Devices, Inc.,
(NASDAQ:AMD) is a global semiconductor company. AMD --
http://www.amd.com/-- offers x86 microprocessors, as a standalone
central processing unit (CPU) or as incorporated into an
accelerated processing unit (APU), chipsets, and discrete graphics
processing units (GPUs) for the consumer, commercial and
professional graphics markets, and server and embedded CPUs, GPUs
and APUs, and semi-custom System-on-Chip (SoC) products and
technology for game consoles.
AMD incurred a net loss of $497 million for the year ended Dec.
31, 2016, a net loss of $660 million for the year ended Dec. 26,
2015, and a net loss of $403 million for the year ended Dec. 27,
2014.
* * *
In March 2017, S&P Global Ratings said it raised its corporate
credit rating on Sunnyvale, Calif.-based Advanced Micro Devices to
'B-' from 'CCC+'. The outlook is stable. "Our upgrade reflects
our view of the Company's capital structure as sustainable
following a series of deleveraging transactions, a return to
revenue growth, and improving, if still weak, profitability," said
S&P Global Ratings credit analyst James Thomas.
As reported by the TCR on Feb. 9, 2017, Moody's Investors Service
upgraded Advanced Micro Devices, Inc.'s corporate family rating to
B3, senior unsecured rating to Caa1, and speculative grade
liquidity rating to SGL-1. The outlook is stable. The upgrade of
the corporate family rating to B3 reflects AMD's improved
performance outlook, driven by design wins, modest market share
gains, and an expanded set of product offerings.
AK STEEL: Moody's Assigns B3 Rating to $280MM Sr Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to AK Steel
Corporation's $280 million senior unsecured guaranteed notes due
2025. The notes are being issued under the company's shelf
registration rated (P)B3 for senior unsecured issuance. Proceeds
from this issue, together with cash on hand and borrowings under
the company's revolving credit facility, will be used to tender for
the 8.375% senior unsecured notes due 2022. The notes are
guaranteed by AK Steel Holding Corporation, AK Tube LLC, Mountain
State Carbon LLC, and AK Steel Properties. All other ratings,
including the B2 Corporate Family Rating (CFR) and the SGL-2
Speculative Grade Liquidity rating are unchanged. The outlook is
stable.
Assignments:
Issuer: AK Steel Corporation
-- Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3
(LGD5)
RATINGS RATIONALE
The B2 Corporate Family Rating (CFR) captures the company's still
relatively high leverage and exposure to volatile markets from a
demand, cost input and price perspective. The rating also considers
the need to develop its high strength steels such as NEXMET to meet
the challenges from aluminum and composite materials. Additionally,
while improving trends are expected in 2017, inventory working
capital build will be necessary to prepare for the Middletown blast
furnace outage in the second half of 2017. Consequently, cash flow
could be somewhat constrained in the second half of the year.
The B2 CFR however, considers AK Steel's improved earnings
performance, better debt protection metrics and lower debt levels
as a result of approximately $600 million in equity issuance in
2016 with proceeds going to debt reduction as well as subsequent
debt reduction. On a Moody's adjusted basis for pension and leases,
debt protection metrics improved materially with leverage, as
measured by the debt/EBITDA ratio improving to 5.1x at March 31,
2017 from 5.4x at December 31, 2016, 7.5x in 2015 and 13.5x in
2014. On a pro-forma basis, considering the net debt reduction
earlier in 2017, leverage at March 31, 2017 would have been about
4.7x.
The company's business mix, which evidences an improving and
meaningful level of value added products, including coated
(approximately 52% of shipments albeit on a lower shipment basis),
electrical and stainless products, and strong contracted position,
particularly with its automotive customers, are further supporting
factors in the rating.
The SGL-2 speculative grade liquidity rating reflects Moody's views
that AK Steel will maintain a good liquidity profile over the next
four quarters. The company's liquidity is supported by a $1.5
billion revolving credit facility (ABL) expiring in March 2019 that
is guaranteed by AK Steel Holding Corporation, AK Tube LLC,
Mountain State Carbon LLC, and AK Steel Properties. In addition,
the company had approximately $136 million in cash at June 30,
2017.
The stable outlook captures Moody's expectations that AK Steel will
continue to evidence acceptable debt protection metrics and be free
cash flow generative. The outlook also anticipates that the company
will continue to maintain its focus on value added products and
continue to achieve an improved product mix, particularly as it
rolls out its Advanced High Strength Steels over the next 12- 18
months.
The B1 rating on the company's senior secured notes (secured by
plant, property and equipment), under Moody's loss given default
methodology reflects the instrument's priority position in the
capital structure relative to a considerable amount of unsecured
liabilities below it. The B3 rating on the senior unsecured notes
reflects the junior position of these instruments relative to the
secured notes, the ABL revolver and priority accounts payables.
The rating could be downgraded should the company's liquidity
position deteriorate materially due to weak operating performance
and cash burn, and should the EBIT margin and EBIT/interest ratios
track below 3% and 2x respectively and leverage, as measured by the
debt/EBITDA ratio remain above 5.25x. and improving trends in the
EBIT margin, EBIT/interest The rating could be upgraded should the
company be able to sustain an EBIT margin of at least 6%,
EBIT/interest of at least 2.5x and debt/EBITDA of no more than
4.5x.
The principal methodology used in this rating was Global Steel
Industry published in October 2012.
Headquartered in West Chester, Ohio, AK Steel Corporation (AK
Steel) ranks as a middle tier integrated steel producer in the
United States, operating steelmaking and finishing plants in
Indiana, Kentucky, Ohio, Michigan and Pennsylvania. The company
also has a tube manufacturing facility in Mexico. AK Steel produces
flat-rolled carbon steels, including coated, cold-rolled and
hot-rolled products, as well as specialty stainless and electrical
steels. Principal end markets include automotive, steel service
centers, appliance, industrial machinery, infrastructure,
construction and distributors and converters. Through its AK Coal
Resources Inc. subsidiary, the company has interests in
metallurgical coal production. Revenues for the twelve months
ending June 30, 2017 were approximately $6 billion.
AK STEEL: S&P Rates New $280MM Senior Unsecured Notes Rated 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to AK Steel
Corp.'s proposed $280 million senior unsecured notes due 2025. S&P
said, "The recovery rating of '5' indicates our expectation for
modest (10%-30%; rounded estimate: 10%) recovery in the event of
payment default.
S&P expects the company will use the proceeds to fund a cash tender
offer of its 8.375% senior unsecured notes due in 2022."
Ratings List
AK Steel Corp.
Corporate Credit Rating B/Positive/--
New Rating
AK Steel Corp.
$280 mil senior notes due 2025 B-
Recovery Rating 5(10%)
AMG INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: AMG International, Inc.
dba Freeman-CMA
dba Freeman Products Worldwide
71 Walsh Drive
Parsippany, NJ 07054
Business Description: Freeman-CMA -- http://www.freeman-cma.com/
-- is a designer, manufacturer, marketer and
distributor of award and recognition
products including trophy components,
plastic and metal figures, resin awards,
plastic and metal engraving stock, ribbons
and medals, plaques, clocks, pen sets and
executive gift items. The Company
distributes one of the largest product lines
in the awards and recognition industry
throughout both the United States
and Canada, as well as internationally.
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-25816
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. John K. Sherwood
Debtor's Counsel: SEESE, P.A.
Debtor's
Local Counsel: David N. Crapo, Esq.
GIBBONS P.C.
One Gateway Center
Newark, NJ 07102-5310
Tel: (973) 596-4500
E-mail: dcrapo@gibbonslaw.com
- and -
Karen A. Giannelli, Esq.
GIBBONS P.C.
One Gateway Center
Newark, NJ 07102-5310
Tel: 973-596-4500
E-mail: kgiannelli@gibbonslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jean-Francois Lefebvre, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-25816.pdf
AOG ENTERTAINMENT: Abstention Mandatory in Suit vs. Apollo
----------------------------------------------------------
The CORE Litigation Trust brought the proceeding captioned CORE
LITIGATION TRUST, by and through its duly appointed trustee, Peter
Kravitz, Plaintiff, v. APOLLO GLOBAL MANAGEMENT, LLC; APOLLO GLOBAL
SECURITIES, LLC; APOLLO MANAGEMENT HOLDINGS GP, LLC; APOLLO
MANAGEMENT HOLDINGS, L.P.; APOLLO MANAGEMENT GP, LLC; APOLLO
MANAGEMENT, L.P.; APOLLO CORE HOLDINGS GP, LLC; APOLLO CORE
HOLDINGS, L.P.; APOLLO CAPITAL MANAGEMENT VII, LLC; APOLLO ADVISORS
VII, L.P.; APOLLO INVESTMENT FUND VII, L.P.; APOLLO OVERSEAS
PARTNERS VII, L.P.; APOLLO OVERSEAS PARTNERS (DELAWARE) VII, L.P.;
APOLLO OVERSEAS PARTNERS VII (DELAWARE 892), L.P.; APOLLO
INVESTMENT FUND (PB) VII, L.P.; MEDIARENA HOLDING B.V.; AP NMT
COÖPERATIEF U.A.; AP NMT JV NEWCO B.V. 9D/B/A ENDEMOL SHINE GROUP;
ENDEMOL SHINE NORTH AMERICA; ENDEMOL USA HOLDING INC.; TWENTY-FIRST
CENTURY FOX, INC.; 21st CENTURY FOX EUROPE AND ASIA;: and DOES
1-100, Defendants, Adv. Pro. No. 17-01053 (SMB) (Bankr. S.D. N.Y)
in the Superior Court of the State of California for the County of
Los Angeles, as assignee of the Debtor's prepetition secured
lenders.
In the proceeding, the Trust alleged that the Defendants induced a
breach of contract between the lenders and certain Debtor entities
and intentionally interfered with those contracts. The Defendants
removed the action to the U.S. District Court for the Central
District of California, the California Federal Court transferred
the case to the U.S. District Court for the Southern District of
New York, and the latter Court referred the proceeding to this
Court.
The Trust has now moved for abstention and remand to the California
State Court. Judge Stuart M. Bernstein of the U.S. Bankruptcy Court
for the Southern District of New York granted the motion.
The Trust has moved for an order abstaining from deciding the
claims and remanding the action to the California State Court. It
relies on principles of mandatory abstention, 28 U.S.C. section
1334(c)(2), permissive abstention, 28 U.S.C. section 1334(c)(1),
and remand based on equitable considerations under 28 U.S.C.
section 1452(b). It argues, in the main, that the Court has, at
most, non-core or "related to" jurisdiction, and the remaining five
elements of mandatory abstention, are satisfied. If, however,
mandatory abstention does not apply, the Court should abstain in
the exercise of its discretion or remand the action on equitable
grounds.
The Defendants argue in opposition that the Court has "related to"
jurisdiction. They also contend that the Court has core
jurisdiction. Furthermore, mandatory abstention is inapplicable
because the lawsuit cannot be timely adjudicated in California
State Court. Finally, permissive abstention and equitable remand
are inapplicable.
There is conflicting case law regarding who bears the burden of
proof on a remand motion. Generally, when removal of an action to
federal court is challenged, the removing party "has the burden of
establishing that removal is proper." Upon evaluation of the facts,
Judge Reinstein concludes that the Defendants bear the burden of
proving that mandatory abstention is not warranted. The parties
agree that the motion was timely, the action is based on state law,
28 U.S.C. section 1334 supplies the only basis for federal
jurisdiction and the action was commenced in state court. They
dispute only whether the Court's jurisdiction is core or non-core,
and whether the action can be timely adjudicated in the California
State Court.
Judge Reinstein finds that the Court lacks core jurisdiction. The
Trust's claims do not arise under title 11 or in a case under title
11. Although the Trust acquired the claims by assignment from the
Lenders under the Plan, the claims themselves pre-date the
bankruptcy cases, and are between non-debtor parties. Furthermore,
although they may affect the amount of allowable indemnification
claims, the adversary proceeding does not implicate the claims
allowance process.
The Court nevertheless has post-confirmation jurisdiction over the
non-core claims asserted in the adversary proceeding.
The only other element pertaining to mandatory abstention in
dispute is whether this action can be "timely adjudicated" in the
California State Court. "Four factors come into play in evaluating
§ 1334(c)(2) timeliness: (1) the backlog of the state court's
calendar relative to the federal court's calendar; (2) the
complexity of the issues presented and the respective expertise of
each forum; (3) the status of the title 11 bankruptcy proceeding to
which the state law claims are related; and (4) whether the state
court proceeding would prolong the administration or liquidation of
the estate."
Given the Court's determinations that it has only non-core
jurisdiction and the action can be timely adjudicated in the
California State Court, and the parties' agreement that the four
remaining factors weigh in favor of mandatory abstention, the Court
concludes that abstention is mandatory under 28 U.S.C. section
1334(c)(2). In light of this determination, the Court does not
decide whether it should remand this action on equitable grounds
pursuant to 28 U.S.C. section 1452(b), or abstain in the exercise
of its discretion pursuant to 28 U.S.C. section 1334(c)(1).
The bankruptcy case is In re: In re: AOG ENTERTAINMENT, INC., et
al., Chapter 11, Debtors. CORE LITIGATION TRUST, by and through its
duly appointed trustee, Peter Kravitz, Plaintiff, v. APOLLO GLOBAL
MANAGEMENT, LLC; APOLLO GLOBAL SECURITIES, LLC; APOLLO MANAGEMENT
HOLDINGS GP, LLC; APOLLO MANAGEMENT HOLDINGS, L.P.; APOLLO
MANAGEMENT GP, LLC; APOLLO MANAGEMENT, L.P.; APOLLO CORE HOLDINGS
GP, LLC; APOLLO CORE HOLDINGS, L.P.; APOLLO CAPITAL MANAGEMENT VII,
LLC; APOLLO ADVISORS VII, L.P.; APOLLO INVESTMENT FUND VII, L.P.;
APOLLO OVERSEAS PARTNERS VII, L.P.; APOLLO OVERSEAS PARTNERS
(DELAWARE) VII, L.P.; APOLLO OVERSEAS PARTNERS VII (DELAWARE 892),
L.P.; APOLLO INVESTMENT FUND (PB) VII, L.P.; MEDIARENA HOLDING
B.V.; AP NMT COÖPERATIEF U.A.; AP NMT JV NEWCO B.V. 9D/B/A ENDEMOL
SHINE GROUP; ENDEMOL SHINE NORTH AMERICA; ENDEMOL USA HOLDING INC.;
TWENTY-FIRST CENTURY FOX, INC.; 21st CENTURY FOX EUROPE AND ASIA;:
and DOES 1-100, Defendants, Case No. 16-11090 (SMB) (Bankr. S.D.
N.Y.).
A full-text copy of Judge Bernstein's Memorandum Decision dated
July 17, 2017, is available at https://is.gd/5BRvMT from
Leagle.com.
Core Litigation Trust, Plaintiff, represented by Patrick T. Burns
-- patrickburns@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, Michael Barry Carlinsky --
michaelcarlinsky@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, David M. Grable – davidgarble@quinnemanuel.com --
Quinn Emanuel Urquhart & Sullivan, LLP, Patrick T. Schmidt
–patrickschmidt@quinnemanuel.com -- Quinn Emanuel Urquhart &
Sullivan, LLP, James C. Tecce – jamestecce@quinnemanuel.com Quinn
Emanuel Urquhart & Sullivan, LLP & Eric D. Winston –
ericwinston@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan,
LLP.
Apollo Global Management L.L.C., Defendant, represented by Peter M.
Friedman -- pfriedman@omm.com -- O'MELVENY & MYERS LLP. Molly
Manning Lens -- mlens@omm.com -- O'Melveny & Myers, LLP, Daniel M.
Petrocelli -- dpetrocelli@omm.com -- O'Melveny & Myers, LLP, Asher
L. Rivner -- arivner@omm.com -- O'Melveny & Myers LLP, Jonathan
Rosenberg – jrosenberg@omm.com -- O'Melveny & Myers, LLP & Daniel
Shamah -- dshamah@omm.com -- O'Melveny & Myers, LLP.
Apollo Global Securities, LLC, Defendant, represented by Asher L.
Rivner, O'Melveny & Myers LLP, Jonathan Rosenberg, O'Melveny &
Myers, LLP & Daniel Shamah, O'Melveny & Myers, LLP.
Endemol USA Holding, Inc., Defendant, represented by Allan S.
Brilliant – allan.brilliant@dechert.com --Dechert LLP, Nathan M.
McClellan -- nathan.mcclellan@dechert.com -- Dechert LLP, William
Wayne Oxley -- william.oxley@dechert.com -- Dechert LLP & Benjamin
E. Rosenberg – Benjamin.rosenberg@dechert.com -- Dechert, LLP.
Twenty-First Century Fox Inc., Defendant, represented by Alyssa
Janiece Clover -- alyssa.clover@skadden.com -- Skadden, Arps,
Slate, Meagher & Flom LLP, Richard Marmaro --
richard.marmaro@skadden.com -- Skadden Arps Slate Meagher & Flom
LLP, Virginia F. Milstead – virginia.milstead@skadden.com --
Skadden, Arps, Slate, Meagher & Flom LLP & Jason D. Russell –
jason.russel@skadden.com -- Skadden, Arps, Slate, Meagher & Flom
LLP.
About AOG Entertainment
CORE Entertainment Inc. and its subsidiaries own, produce, develop
and commercially exploit entertainment content. The Company's
portfolio of world-class brands and entertainment properties
includes participation in the "IDOL"-branded shows, including
American Idol, Deutschland sucht den Superstar, Nouvelle Star and
more than fifty other franchises shown around the world, and the
popular television series "So You Think You Can Dance". The
Company conducts its primary business activities through its
subsidiary groups, including 19 Entertainment.
CORE Entertainment Inc. and 47 other affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087
to 16-11134, respectively) on April 28, 2016, two days prior to
the
expiration of their forbearance agreement with (a) certain lenders
holding the requisite amount of loans under a first lien term loan
facility; and (b) Crestview Media Investors, L.P., as lender under
the first lien term loan facility and a second lien term loan
facility. Pursuant to the Forbearance Agreements, the lenders
agreed to forbear from exercising their remedies on account of any
missed payments or certain alleged defaults under the Term Loan
Agreements.
The Debtors estimated assets and liabilities in the range of $100
million to $500 million.
The Debtors have hired Matthew A. Feldman, Esq., Paul V. Shalhoub,
Esq., and Andrew S. Mordkoff, Esq., at Willkie Farr & Gallagher
LLP
as counsel, Moelis & Company, LLC as financial advisor,
PricewaterhouseCoopers LLP as auditors and tax consultants and
Kurtzman Carson Consultants LLC as claims, noticing and
administrative agent.
The cases are jointly administered under AOG Entertainment, Inc.,
Case No. 16-11090 before the Honorable Stuart M. Bernstein.
The official committee of unsecured creditors retained Zolfo
Cooper, LLC as its financial advisor; and Sheppard Mullin Richter
&
Hampton, LLP as counsel.
* * *
AOG Entertainment, Inc., et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York a disclosure statement
for the Debtor's first amended joint Chapter 11 plan of
reorganization.
Holders of Class 5 General Unsecured Claims, estimated at $23.92
million, will recover 3.5%.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-11090-250.pdf
APOLLO MEDICAL: Deadline to File Resale Prospectus Moved to 2018
----------------------------------------------------------------
Apollo Medical Holdings, Inc., entered into a Fifth Amendment with
NNA of Nevada, Inc., an affiliate of Fresenius Medical Care North
America. The Amendment amended the Registration Rights Agreement,
dated as of March 28, 2014, between the Company and NNA.
The Amendment amended the Registration Rights Agreement to extend
the deadline for the Company to file a resale registration
statement covering NNA's registrable securities to March 31, 2018.
The Amendment also removed certain prohibitions on the Company from
filing registration statements not permitted by the Registration
Rights Agreement.
About Apollo Medical
Apollo Medical Holdings, Inc. and its affiliated physician groups
-- http://apollomed.net/-- are patient-centered, physician-centric
integrated population health management company working to provide
coordinated, outcomes-based medical care in a cost-effective
manner. Led by a management team with over a decade of experience,
ApolloMed has built a company and culture that is focused on
physicians providing high-quality medical care, population health
management and care coordination for patients, particularly senior
patients and patients with multiple chronic conditions. ApolloMed
believes that the Company is well-positioned to take advantage of
changes in the rapidly evolving U.S. healthcare industry, as there
is a growing national movement towards more results-oriented
healthcare centered on the triple aim of patient satisfaction,
high-quality care and cost efficiency.
Apollo Medical reported a net loss attributable to the Company of
$8.96 million on $57.42 million of net revenues for the year ended
March 31, 2017, compared to a net loss attributable to the Company
of $9.34 million on $44.04 million of net revenues for the year
ended March 31, 2016.
As of March 31, 2017, Apollo Medical had $20.64 million in total
assets, $20.37 million in total liabilities, and $270,400 in total
stockholders' equity.
BDO USA, LLP, in Los Angeles, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The auditors said the Company has suffered recurring losses from
operations and has generated negative cash flows from operations
since inception, resulting in an accumulated deficit of $37.7
million as of March 31, 2017.
APOLLO MEDICAL: NNA of Nevada Has 13.4% Stake as of April 26
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, NNA of Nevada, Inc., Fresenius Medical Care Holdings,
Inc., and Fresenius Medical Care AG & Co. KGaA disclosed that as of
April 26, 2017, they beneficially own 800,000 shares of common
stock of Apollo Medical Holdings, Inc. representing 13.4 percent of
the shares outstanding.
Mr. Ronald Kuerbitz resigned as chief executive officer and
president of Fresenius Medical Care North America effective
Jan. 14, 2017, and as a member of the Management Board of
Management AG effective Feb. 17, 2017. Mr. Kuerbitz has also
resigned from his other positions with FMC AG & Co. KGaA and its
subsidiaries, including as a director of FMCH and as CEO and a
director of NNA.
Effective Jan. 14, 2017, Mr. William Valle, who was president of
Fresenius Kidney Care Group, LLC and president and a director of
NNA, was appointed chief executive officer and president of
Fresenius Medical Care North America, which is his current
principal occupation or employment. Mr. Valle was also appointed a
member of the Management Board of Management AG on February 17,
2017 and as CEO of NNA on Jan. 14, 2017.
On Jan. 5, 2017, Mr. Oliver Maier resigned from his position as
Head of Investor Relations & Corporate Communications of FMC AG &
Co. KGaA, and from his other positions with FMC AG & Co. KGaA and
its subsidiaries, including as a director of FMCH. Effective
Jan. 14, 2017, Lisa Dombro resigned from her position as Vice
President of FMCH and chief of staff of the Office of CEO,
Fresenius Medical Care North America.
Effective Jan. 14, 2017, (i) Ronald Rodgers was appointed President
of NNA succeeding Mr. Valle and as a director thereof. Mr.
Rodgers' current principal occupation or employment is as President
of Fresenius Kidney Care Group, LLC; (ii) Saurabh Tripathi was
appointed chief financial officer of NNA succeeding Peter
Gladitsch. Mr. Tripathi's current principal occupation or
employment is as senior vice president and CFO of Fresenius Kidney
Care Group, LLC; and (iii) Ryan Valle was appointed vice president
of NNA succeeding Joseph Ruma. Mr. R. Valle's current principal
occupation or employment is as Vice President -- Corporate
Development and Acquisitions, Fresenius Kidney Care Group, LLC.
A full-text copy of the regulatory filing is available at:
https://is.gd/0Wfyil
About Apollo Medical
Apollo Medical Holdings, Inc. and its affiliated physician groups
-- http://apollomed.net/-- are patient-centered, physician-centric
integrated population health management company working to provide
coordinated, outcomes-based medical care in a cost-effective
manner. Led by a management team with over a decade of experience,
ApolloMed has built a company and culture that is focused on
physicians providing high-quality medical care, population health
management and care coordination for patients, particularly senior
patients and patients with multiple chronic conditions. ApolloMed
believes that the Company is well-positioned to take advantage of
changes in the rapidly evolving U.S. healthcare industry, as there
is a growing national movement towards more results-oriented
healthcare centered on the triple aim of patient satisfaction,
high-quality care and cost efficiency.
Apollo Medical reported a net loss attributable to the Company of
$8.96 million on $57.42 million of net revenues for the year ended
March 31, 2017, compared to a net loss attributable to the Company
of $9.34 million on $44.04 million of net revenues for the year
ended March 31, 2016.
As of March 31, 2017, Apollo Medical had $20.64 million in total
assets, $20.37 million in total liabilities, and $270,400 in total
stockholders' equity.
BDO USA, LLP, in Los Angeles, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The auditors said the Company has suffered recurring losses from
operations and has generated negative cash flows from operations
since inception, resulting in an accumulated deficit of $37.7
million as of March 31, 2017.
APOLLO SOLAR: Seeks December 31 Plan Exclusivity Extension
----------------------------------------------------------
Apollo Solar, Inc. requests the U.S. Bankruptcy Court for the
District of Connecticut to extend until December 31, 2017, the
exclusivity period for it to file its Chapter 11 Plan and
Disclosure Statement.
The Debtor is a small business debtor and has a 180-day exclusivity
period for filing a plan and disclosure statement. That period
expires September 2, 2017.
The Debtor believes and proffers that it is more likely than not
that the Court will confirm its prospective Chapter 11 plan within
a reasonable amount of time. As such, the Debtor intends to meet
its deadline under the Code to file a plan, which is December 31.
The Debtor contends that it has timely filed its monthly operating
reports, which show that the Debtor is operating at a profit, as
well as it has paid all outstanding U.S. Trustees fees. Based on
existing work and future prospects, the Debtor believes it has a
solid financial future and it will be able to propose and then
confirm a chapter 11 plan.
About Apollo Solar
Headquartered at Fairfield, Connecticut, Apollo Solar, Inc.,
provides the residential, commercial, and remote telecom
Photovoltaic (PV) markets with innovative, technologically superior
electronics that have served industrial clients for decades.
Apollo Solar filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 17-50247) on March 7, 2017. The petition was signed by John
Pfeifer, president. As of the time of the filing, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.
The case is assigned to Judge Julie A. Manning.
Scott Charmoy, Esq., at Charmoy & Charmoy, is serving as counsel to
the Debtor. Diversified Financial Solutions, PC, is serving as
accountant.
APOLLO SOLAR: Seeks to Hire Thomas Industries as Appraiser
----------------------------------------------------------
Apollo Solar, Inc. seeks authority from the US Bankruptcy Court for
the District of Connecticut to employ Thomas Industries, Inc. as
appraiser to appraise all of the Debtor's personal property for
purposes of a Chapter 11 plan and a future motion to avoid lien.
The fee for the firm's services shall be $3,000, inclusive of
costs, for the appraisal, $1,500 per day for testimony up to four
hours, and $400 per hour thereafter.
Thomas Gagliardi III, Vice President of Thomas Industries, Inc.,
attests that neither he nor any member of his company, has any
interest adverse to the Debtor or its estate or any class regarding
the matters of which his company is to be employed.
The Firm can be reached through:
Thomas Gagliardi III
THOMAS INDUSTRIES, INC.
2414 Boston Post Rd,
Guilford, CT 06437
Tel: (203) 458-0709
About Apollo Solar
Headquartered at Fairfield, Connecticut, Apollo Solar, Inc.,
provides the residential, commercial, and remote telecom
Photovoltaic (PV) markets with innovative, technologically superior
electronics that have served industrial clients for decades.
Apollo Solar filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 17-50247) on March 7, 2017. The petition was signed by John
Pfeifer, president. As of the time of the filing, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.
The case is assigned to Judge Julie A. Manning.
Scott Charmoy, Esq., at Charmoy & Charmoy, is serving as counsel to
the Debtor. Diversified Financial Solutions, PC, is serving as
accountant.
ARCHDIOCESE OF SAINT PAUL: Hires Regnier as Loss Reserve Analyst
----------------------------------------------------------------
The Archdiocese of Saint Paul and Minneapolis seeks approval from
the US Bankruptcy Court for the District of Minnesota to employ a
loss reserve analyst.
The Debtor requires the assistance of a loss reserve analyst for
the self-insured workers' compensation program maintained by the
Debtor under the General Insurance Fund maintained on behalf of the
Archdiocese and certain Non-Debtor Catholic Entities. The Debtor
proposes to employ Regnier Consulting Group, Inc. as its consultant
for this purpose.
Regnier was previously approved as a professional by the Court to
perform the same services in 2015. Archdiocese has received a quote
from Regnier to perform the services specified in the Application
for a flat fee of $3,600.00, which amount is comparable to the fee
charged by Regnier for similar services in prior years.
Steven J. Regnier, President of Regnier Consulting Group, Inc.,
attests that his firm is a disinterested person as that term is
used in the Bankruptcy Code and does not hold or represent any
interest adverse to the Archdiocese's estate.
The Firm can be reached through:
Steve J. Regnier
REGNIER CONSULTING GROUP INC
3241 Business Park Drive, Suite C
Stevens Point, WI 54482
Phone: (715) 344-2745
Fax: (715) 344-5051
About Archdiocese of Saint Paul and
Minneapolis
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000 Catholic
individuals in the region. These individuals and parishes are
served by 3,999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC dba Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors. Ginny Dwyer was appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
Other dioceses across the county have commenced Chapter 11
bankruptcy cases to address and settle claims from current and
former parishioners who say they were sexually molested by priests.
ATLANTA GROTNES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Atlanta Grotnes Machine Company
as of August 2, according to a court docket.
Atlanta Grotnes is represented by:
Robert J. Williamson, Esq.
Scroggins & Williamson, P.C.
One Riverside, Suite 450
4401 Northside Parkway
Atlanta, GA 30327
Tel: (404) 893-3880
Email: rwilliamson@swlawfirm.com
Email: centralstation@swlawfirm.com
About Atlanta Grotnes Machine Co.
Atlanta Grotnes Machine Company, a company based in Atlanta,
Georgia, is engaged in the metalworking machinery manufacturing
industry.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-61383) on June 30, 2017. The
petition was signed by Alan Grotnes, vice-president, operations.
As of June 29, 2017, the Debtor had $1.21 million in total assets
and $2.23 million in total liabilities.
AUTHENTIDATE HOLDING: Posts $692,000 Net Income in Third Quarter
----------------------------------------------------------------
Authentidate Holding Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
available to common shareholders of $692,496 on $5.53 million of
total net revenues for the three months ended March 31, 2017,
compared to a net loss available to common shareholders of $2.80
million on $5.50 million of total net revenues for the three months
ended March 31, 2016.
For the nine months ended March 31, 2017, the Company reported a
net loss available to common shareholders of $18,707 on $16.46
million of total net revenues compared to net income available to
common shareholders of $6.27 million on $28.10 million of total net
revenues for the same period a year ago.
The Company's balance sheet at March 31, 2017, showed $49.49
million in total assets, $9.33 million in total liabilities and
$40.15 million in total shareholders' equity.
The Company stated that as of July 28, 2017, and after giving
effect to the recent note exchange transaction, there is
outstanding an aggregate principal amount of $2,545,199 of senior
secured convertible notes with a maturity date of March 20, 2018,
and a secured note subordinated to the interests of the existing
senior lenders in the principal amount of $330,000 with a maturity
date of June 15, 2018. The Company expects its existing resources,
revenues generated from operations, and proceeds received from
other transactions we are considering (of which there can be no
assurance) to satisfy our working capital requirements for at least
the next twelve months; however, no assurances can be given, that
the Company will be able to generate sufficient cash flow from
operations, and proceeds received from other transactions the
Company is considering to satisfy its working capital requirements
for at least the next twelve months.
At March 31, 2017, unrestricted cash and cash equivalents amounted
to approximately $1,155,000 and current assets at that date were
approximately $3,180,000 compared to June 30, 2016, unrestricted
cash and cash equivalents of approximately $1,415,000 and current
assets of approximately $4,187,000. The Company's current
estimated monthly operational requirements are approximately
$1,300,000. Currently, the Company's available cash and cash
equivalents as of the filing date of this Quarterly Report on Form
10-Q is approximately $1,023,000. For the nine months ended March
31, 2017, net cash provided by operating activities was
approximately $570,000, net cash used in investing activities was
approximately $22,000, net cash used in financing activities was
approximately $808,000 and total cash used was approximately
$259,000, which primarily reflects repayments of notes payable
during the nine months ended March 31, 2017.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/SLTrbY
About Authentidate
Authentidate Holding Corp. and its subsidiaries primarily provide
an array of clinical testing services to health care professionals
through its wholly owned subsidiary, Peachstate Health Management,
LLC d/b/a AEON Clinical Laboratories. AHC also continues to
provide its legacy secure web-based revenue cycle management
applications and telehealth products and services that enable
healthcare organizations to increase revenues, improve
productivity, reduce costs, coordinate care for patients and
enhance related administrative and clinical workflows and
compliance with regulatory requirements. Web-based services are
delivered as Software as a Service (SaaS) to its customers
interfacing seamlessly with billing, information and records
management systems.
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate posted net income of $5.26 million on $34.57 million
of total net revenues for the year ended June 30, 2016, compared to
net income of $9.23 million on $24.44 million of total net revenues
for the year ended June 30, 2015.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has a working capital
deficit and its capital requirements have been and will continue to
be significant, which raise substantial doubt about its ability to
continue as a going concern.
BROADVIEW NETWORKS: Cancels Registration of 10.5% Senior Notes
--------------------------------------------------------------
Broadview Networks Holdings, Inc., filed a Form 15 with the
Securities and Exchange Commission notifying the termination of
registration of its 10.5% Senior Secured Notes due 2017. As a
result of the Form 15 filing, the Company is not anymore obliged to
file periodic reports with the SEC with respect to the Senior
Notes.
About Broadview Networks
Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.
Broadview Networks reported net income of $2.26 million on $288.8
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $9.79 million on $291.11 million of revenues for the
year ended Dec. 31, 2015.
As of Dec. 31, 2016, Broadview had $204.31 million in total assets,
$212.9 million in total liabilities and a total stockholders'
deficiency of $8.55 million.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company does not have sufficient funds to repay its
$150 million of "New Notes" when they mature in November 2017. In
addition, the Company has incurred historical net losses and has a
stockholders' deficiency. These conditions raise substantial doubt
about its ability to continue as a going concern.
CALIFORNIA RESOURCES: Reports $48 Million Net Loss for 2nd Quarter
------------------------------------------------------------------
California Resources Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stock of $48 million on $516
million of total revenues and other for the three months ended June
30, 2017, compared to a net loss attributable to common stock of
$140 million on $317 million of total revenues and other for the
same period during the prior year.
For the six months ended June 30, 2017, the Company reported net
income attributable to common stock of $5 million on $1.10 billion
of total revenues and other compared to a net loss attributable to
common stock of $190 million on $639 million of total revenues and
other for the six months ended June 30, 2016.
As of June 30, 2017, California Resources had $6.15 billion in
total assets, $6.64 billion in total liabilities and a total
deficit of $491 million.
Todd Stevens, president and chief executive officer, said, "During
the second quarter of 2017, we expanded our capital activity
utilizing joint venture capital. Our team safely ramped up
activity to 7 rigs and continued to identify efficiencies and cost
savings. In fact, recent wells delivered stronger-than-expected
performance at lower-than-expected costs. We expect to build on
this success in the third quarter and remain on track to grow
production in the second half of the year."
Taxes other than on income of $31 million for the second quarter of
2017 were $11 million lower than the same period of 2016.
Exploration expense of $6 million for the second quarter of 2017
was $1 million higher than the same period of 2016.
Capital investment in the second quarter of 2017 totaled $82
million, of which $55 million was directed to drilling and capital
workovers.
Second quarter 2017 cash used by operating activities of $13
million included interest payments of $151 million and property tax
payments of $37 million.
Cash provided by operating activities for the first six months of
2017 was $120 million and free cash flow after working capital was
$57 million after taking into account capital that was funded by
BSP.
Hedging Update
CRC continues to opportunistically seek hedging transactions to
protect its cash flow, operating margins and capital program and to
maintain liquidity. Recently, CRC extended its crude oil hedges
with swaps for 29,000 barrels per day for the first half of 2018 at
an average strike price of $60 Brent, locking in a spread of $15
per barrel above prevailing Brent index if Brent falls below $45.
For the second half of 2018, CRC entered into swaps for 4,000
barrel per day at an average strike price of $60 Brent, in addition
to locking in a spread of $15 per barrel if Brent falls below $45.
Operational Update and 2017 Capital Investment Plan
CRC continued to increase its rig count in the second quarter of
2017 and ended the quarter operating seven rigs. One rig was
focused on steamfloods, two rigs on shales, one rig on waterfloods
and three rigs on conventional reservoirs. CRC expects one of
these rigs will be used for exploration in the second half of the
year. An additional rig is anticipated to start up in the third
quarter to work on steamfloods for the rest of the year.
With capital from two joint ventures, CRC expects a total 2017
capital program of approximately $400 million. CRC's capital
program reflects approximately $17 million in efficiencies and cost
savings identified year to date. CRC's 2017 capital program will
focus on core fields - Elk Hills, Wilmington, Kern Front, Buena
Vista, Mt. Poso, Pleito Ranch, Wheeler Ridge and the delineation of
Kettleman North Dome.
CRC has recently closed the second round of funding with BSP and
expects the joint ventures to allow CRC to maintain at least a
six-rig program for the balance of the year.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/oXcujP
About California Resources
California Resources Corporation is an independent oil and natural
gas exploration and production company operating properties
exclusively within the State of California. The Company was
incorporated in Delaware as a wholly-owned subsidiary of Occidental
on April 23, 2014, and remained a wholly-owned subsidiary of
Occidental until if was spun off. On Nov. 30, 2014, Occidental
distributed shares of the Company's common stock on a pro rata
basis to Occidental stockholders and the Company became an
independent, publicly traded company, referred to in the annual
report as the Spin-off. Occidental retained approximately 18.5% of
the Company's outstanding shares of common stock which it has
stated it intends to divest on March 24, 2016.
California Resources reported net income of $279 million on $1.54
billion of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $3.55 billion on $2.40 billion of total
revenue for the year ended Dec. 31, 2015.
* * *
In September 2016, S&P Global Ratings raised its corporate credit
rating on California Resources to 'CCC+' from 'SD'. "We raised
the corporate credit rating on CRC to reflect our reassessment of
its credit profile following the tender for its senior unsecured
notes," said S&P Global Ratings credit analyst Paul Harvey. "The
rating reflects our expectation that debt leverage will remain at
what we consider unsustainable levels over the next 24 months
despite the net-debt reduction of about $625 million from the
tender," he added.
In August 2016, Moody's Investors Service downgraded California
Resources' Corporate Family Rating to 'Caa2' from 'Caa1' and
Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'.
CAPITAL TRANSPORTATION: Has Until Aug. 10 to File Chapter 11 Plan
-----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida the periods within which Capital
Transportation, Inc. have the exclusive right to propose a plan of
reorganization and to solicit acceptances of such plan, through
August 10, 2017 and October 10, 2017, respectively.
The Troubled Company Reporter has previously reported that the
Debtor requested the Court for a 60-day extension of the exclusive
periods because, among others, (a) it continues to make good faith
progress towards reorganization, and (b) it was not seeking to use
exclusivity to pressure creditors into accepting a plan they find
unacceptable. In addition, the Debtor asserted that the requested
extension will afford the Debtor a full and fair opportunity to
negotiate, propose, and seek acceptances of a Chapter 11 plan.
About Capital Transportation
Capital Transportation, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on Feb.
10, 2017. John Camillo, president, signed the petition. The
Debtor estimated assets of less than $500,000 and liabilities of $1
million. David A. Ray, P.A., is serving as counsel to the Debtor.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case of Capital Transportation, Inc. as of April
17, 2017, according to the court docket.
CATCH 22 LINY: Seeks Nov. 1 Exclusive Plan Filing Period Extension
------------------------------------------------------------------
Catch 22 LINY Corp. d/b/a Reel requests the U.S. Bankruptcy Court
for the Eastern District of New York to further extend its
exclusive period to file a plan of reorganization by 90 days or
through November 1, 2017, as well as its exclusive period to
solicit votes on a filed plan by an additional 60 days or through
January 5, 2018.
The Debtor asserts that its ability to fund a Chapter 11 Plan is
dependent upon the success of its ongoing business operations. The
plan will be funded from operations of the business and having
several months of actual operations upon which to base the
projections is of great import to the Debtor.
The Debtor tells the Court that it is currently in the process of
reviewing its operations and future cash flow projections all in
contemplation of a Plan filing. The Debtor expects to fund its plan
largely from the Summer months, the restaurant's busy season.
Consequently, the Debtor needs more time to assess revenues and
expenses for the Summer of 2017. The Debtor alleges that actual
operations for these months will give a benchmark for projections
for the next five to eight years. In addition, the Debtor claims
that it has engaged two new managers on April 4, 2017, and
operations have been ongoing to improve the quality of service,
reduce expenses and increase revenue in order to fund a Plan.
The Debtor also needs more time to review and assess the claims
filed against it and also to defend the attempt by its Landlords to
terminate its leases which are essential to the Debtor's
reorganization. A hearing on the issue as to whether a pre-petition
termination of the Leases occurred as well as the Debtor's motion
to assume those same Leases is scheduled for September 28, 2017.
Accordingly, the Debtor submits that cause exists to grant the
proposed extensions of the current exclusive periods. The Debtor
believes that it is essential and therefore beneficial to the
estate and its creditors that the Debtor be afforded the time
necessary in an environment where the Debtor is not distracted with
the concomitant threat of competing plans, unproductive
confrontations and the increasing administrative costs associated
therewith.
A hearing on the Debtor's Motion will be held on September 11, 2017
at 1:30 p.m.
About Catch 22 LINY Corp.
Catch 22 LINY Corp. is a corporation incorporated under the laws of
the State of New York with a restaurant business located at 1 Main
Street and 99 Ocean Avenue, East Rockaway, New York.
An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was
filed against Catch 22 LINY Corp., dba Reel, under Chapter 11 of
the Bankruptcy Code on Nov. 5, 2016. The petition was filed by
Anthony Chiodi, Willys Fish Corporation and Westbury Fish Co., Inc.
By Answer dated November 29, 2016, the Debtor consented to the
entry of an order for relief under Chapter 11 and on December 2,
the Court entered an Order for Relief.
The case is assigned to Judge Robert E. Grossman.
The Debtor is represented by Robert J. Spence, Esq., at Spence Law
Office, P.C. The Debtor hired E. Knice, CPA, P.C., as accountant.
The petitioners are represented by Joseph M. Mattone, Esq., at
Mattone, Mattone, Mattone, LLP.
An Official Committee of Unsecured Creditors has not been appointed
by the Office of the United States Trustee and a trustee or
examiner has not been appointed in this case.
The Debtor withdrew its designation/election as a "small business
debtor" on May 31, 2017.
CBSA FAMILY: Hires Friedman Law Group as Attorneys
--------------------------------------------------
CBSA Family Partnership seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Friedman Law Group, PC as attorneys for Debtor-in-Possession.
The Debtor requires Friedman to:
a. advise the Debtor generally regarding matters of bankruptcy
law, including the requirements of the Bankruptcy Code, the Federal
Rules o f Evidence, and the United States Trustee Guidelines
relating to the operation of the Debtor's business;
b. represent the Debtor in this Chapter 11 case, in any
adversary proceedings, contested matters and administrative
hearings in the Bankruptcy Court connected therewith, and in any
actions in other courts where the rights of the bankruptcy estate
may be litigated or affected;
c. advise the Debtor concerning the rights and remedies of
the bankruptcy estate in regard to the estate's assets and with
respect to the claims of creditors;
d. assist and advise the Debtor in the preparation of
schedules, statements, lists and other disclosure documents
required to be filed by the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure and the United States Trustee Guidelines;
e. conduct examination of witnesses, claimants or adverse
parties as the case may require;
f. prepare and assist in the preparation of reports,
accounts, applications, motions and orders;
g. represent the Debtor in negotiations with creditors,
lessors, lessees, governmental entities and other parties in
interest;
h. assist the Debtor in the formulation, preparation,
confirmation, and implementation of a plan of reorganization; and
i. advise the Debtor regarding the numerous other legal
questions and problems as may arise in its Chapter 11 case,
including, but not limited to, real estate questions concerning the
actions of the mortgage holders.
Friedman lawyers who will work on the Debtor's case and their
hourly rates are:
J. Bennet Friedman $600
Michael D. Sobkowiak $420
Jackeline Martinez $175
Elisabeth Walters $125
The Debtor will pay, in trust, pursuant to Court Order following
the depletion of the $20,000 retainer with which the Firm was
provided by the Debtor's General Partner pre-petition.
Friedman will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J. Bennet Friedman, Esq., principal of the law firm of Friedman Law
Group, PC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Friedman may be reached at:
J. Bennet Friedman, Esq.
Friedman Law Group, PC
1900 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067-4301
Tel: (310) 552-8210
Fax: (310) 733-5442
E-mail: jfriedman@flg-law.com
About CBSA Family Partnership
CBSA Family Partnership filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 17-12377) on June 12, 2017. The Hon.
Erithe A. Smith presides over the case. Friedman Law Group, PC
represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Kimberly M.
Ord, president.
CHARLES EDWARD TAYLOR: P. Caiarelli Lacked Standing to Sue
----------------------------------------------------------
Patricia Caiarelli, acting as guardian for her minor son, sought
relief under Federal Rule of Civil Procedure 60(b)(6) from a 2013
bankruptcy court order dismissing for lack of standing her
adversary proceeding against the debtor, Charles Taylor II. The
bankruptcy court denied Caiarelli's motion, and she appealed.
Judge Gary Feinerman of the U.S. District Court for the Northern
District of Illinois affirmed the bankruptcy court's judgment.
On April 23, 2012, Taylor filed for Chapter 11 bankruptcy. On July
31, 2012, Caiarelli commenced this adversary proceeding against
Taylor. Caiarelli sought, essentially, a finding that Taylor's
judgment debt to the estate was nondischargeable and a ruling that
her son was entitled to some of Taylor's property.
Taylor moved to dismiss the adversary proceeding on the ground that
Caiarelli lacked standing to enforce the state court judgment.
Taylor argued that Caiarelli had failed to prove that the judgment
was actually assigned to her, pointing to a letter from the state
judge questioning whether Caiarelli had completed all the steps
necessary to effectuate the assignment. After reviewing the state
judge's letter and hearing argument on its significance, the
bankruptcy court held that Caiarelli had failed to establish her
standing to bring the adversary proceeding and dismissed it on
March 20, 2013.
The sole question on appeal is whether the bankruptcy court abused
its discretion in denying Caiarelli's Rule 60(b) motion. Rule 60(b)
states:
On motion and just terms, [a] court may relieve a party or its
legal representative from a final judgment, order, or proceeding
for the following reasons:
(1) mistake, inadvertence, surprise, or excusable neglect;
(2) newly discovered evidence that, with reasonable diligence,
could not have been discovered in time to move for a new trial
under Rule 59(b);
(3) fraud . . ., misrepresentation, or misconduct by an opposing
party;
(4) the judgment is void;
(5) the judgment has been satisfied, released or discharged; it
is based on an earlier judgment that has been reversed or vacated;
or applying it prospectively is no longer equitable; or
(6) any other reason that justifies relief.
Caiarelli invokes only the sixth, catchall prong.
Caiarelli contends that the failure to pursue a timely appeal or
seek reconsideration on the issue in question does not foreclose
relief under Rule 60(b)(6), citing Brennan v. Midwestern United
Life Insurance Co. for support. But Brennan is distinguishable; the
movants there were unnamed, absent class members at the time
judgment was entered against them, and so had a valid excuse for
failing to seek redress sooner. Moreover, the movants in Brennan
invoked not only the Rule 60(b)(6) catchall on which Caiarelli
exclusively relies, but also Rule 60(b)(4), which helped tip the
balance in their favor. Indeed, the passage from Brennan on which
Caiarelli relies actually states the very rule she contends does
not exist: "While Rule 60(b) is not a substitute for an appeal and
the finality of judgments ought not be disturbed except on very
narrow grounds, a liberal construction should be given the rule to
the end that judgments which are void or are vehicles of injustice
not be left standing."
Caiarelli also cites Local 332, Allied Industrial Workers of
America v. Johnson Controls, Inc. for the proposition that there is
no "inflexible" rule against a party's obtaining Rule 60(b) relief
when it could have but did not appeal. That case is even less
helpful to her. In Local 332, the Seventh Circuit denied Rule 60(b)
relief in large part because the movant had previously "elected not
to pursue an appeal. Local 332 just supports the unremarkable
proposition that, in rare circumstances, a party may obtain Rule
60(b) relief even if it did not appeal, but that relief is
unavailable if the party reasonably could have appealed but did
not.
In her reply brief, Caiarelli falls back to arguing that, because
the bankruptcy court's contempt order required her to vacate the
ratification order, that vacatur eventually "would have terminated
any Rule 59(e) motion or appeal." There is no way to know if that
is how the appeal or reconsideration motion would have played out,
since she did not pursue either option. And Caiarelli provides no
support for the proposition that a Rule 60(b)(6) movant is excused
from pursuing other avenues of relief solely because those avenues
might later prove futile.
For these reasons, the bankruptcy court's denial of Caiarelli's
Rule 60(b)(6) motion is affirmed.
The bankruptcy case is In re: CHARLES EDWARD TAYLOR, II, Chapter
11, Debtor. PATRICIA J. CAIARELLI, as Guardian,
Plaintiff-Appellant, v. CHARLES E. TAYLOR, II, Debtor,
Defendants-Appellee, Nos. 12-16471, 16 C 11502 (N.D. Ill.).
The appeals case is PATRICIA J. CAIARELLI, as Guardian,
Plaintiff-Appellant, v. CHARLES E. TAYLOR, II, Debtor,
Defendants-Appellee, 12 A 1188 (N.D. Ill.).
A full-text copy of Judge’s Feinerman's Memorandum Opinion and
Order dated July 17, 2017, is available at https://is.gd/KGP3Oi
from Leagle.com.
Patricia Caiarelli, Plaintiff, represented by B. Lane Hasler --
lanehasler@blhpc.com -- B. Lane Hasler, P.C..
Patricia Caiarelli, Plaintiff, represented by Madeline Gauthier,
Gauthier & Associates & Neal L. Wolf -- nwolf@freeborn.com --
Freeborn & Peters LLP.
Charles Edward Taylor, II, Defendant, represented by Terence G.
Banich -- tbanich@shawfishman.com -- Shaw Fishman Glantz & Towbin
LLC, David Richard Doyle -- ddoyle@shawfishman.com -- Shaw Fishman
Glantz & Towbin LLC & Steven Bennett Towbin --
stowbin@shawfishman.com -- Shaw Fishman Glantz & Towbin LLC.
Cathryn P Taylor, Defendant, represented by Bruce L. Wald, Tishler
& Wald, Ltd.
Service List,, represented by United States Trustee, Office of the
United States Trustee.
Service List,, represented by Judge Cassling, U.S. Bankruptcy
Court.
Charles Taylor filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.,
Case No. 12-16471) on April 23, 2012.
CHESAPEAKE ENERGY: Posts Net Income of $470M in Second Quarter
--------------------------------------------------------------
Chesapeake Energy Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting net
income available to common stockholders of $470 million on $2.28
billion of total revenues for the three months ended June 30, 2017,
compared to a net loss available to common stockholders of $1.81
billion on $1.62 billion of total revenues for the three months
ended June 30, 2016.
For the six months ended June 30, 2017, Chesapeake reported net
income attributable to common stockholders of $547 million on $5.03
billion of total revenues compared to a net loss available to
common stockholders of $2.92 billion on $3.57 billion of total
revenues for the six months ended June 30, 2016.
As of June 30, 2017, the Company had $11.92 billion in total
assets, $12.60 billion in total liabilities and a total deficit of
$684 million.
Doug Lawler, Chesapeake's chief executive officer, commented, "Our
assets continue to deliver improving well results due to longer
laterals and enhanced completion techniques, with a new record
operated well in the Marcellus being a prime example of this. We
expect our total production to move higher throughout the year,
driven by large turn-in-line projects underway in the Eagle Ford,
Utica and Powder River Basin operating areas. This has already
started, as we averaged approximately 548,300 barrels of oil
equivalent per day, including a peak rate of 90,400 barrels of oil
production, for the month of July.
"Despite our anticipated growth, we are actively managing our 2017
capital program to the highest-return investments in our portfolio
or reducing spending in certain areas altogether. Our planned
activity levels result in a reduction of our rig count and wells
placed on production during the last six months of the year, as our
2017 capital program has been focused on restoring our cash flow
generating capability, improving our margins and growing value.
Improving our balance sheet is our number one priority at
Chesapeake, and we will remain flexible in our capital spending
program, both for the remainder of 2017 and in 2018, as we continue
to drive toward cash flow neutrality."
As of June 30, 2017, Chesapeake's principal debt balance was
approximately $9.7 billion with $13 million in cash on hand,
compared to $10.0 billion with $882 million in cash on hand as of
Dec. 31, 2016. The company's total liquidity as of June 30, 2017,
was approximately $3.1 billion, which included cash on hand and a
borrowing capacity of approximately $3.1 billion under the
company's senior secured revolving credit facility. At June 30,
2017, the company had $575 million of outstanding borrowings under
the revolving credit facility and had used $100 million of the
revolving credit facility for various letters of credit. The
company's borrowing base under the senior secured revolving credit
facility was reaffirmed by the lenders at $3.785 billion on
June 15, 2017.
Year to date, Chesapeake has sold or agreed to sell multiple
producing properties for approximately $360 million to various
private buyers, excluding the proceeds from the company's
Haynesville Shale divestitures announced in December 2016 that
closed in 2017. As of June 30, 2017, Chesapeake has closed $95
million in asset sales with approximately $265 million pending and
expected to close by the end of the 2017 third quarter, subject to
certain customary post-closing adjustments.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/SfSJLn
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.
* * *
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.
CHRESTOTES INC: Hires David A. Tilem as General Counsel
-------------------------------------------------------
Chrestotes, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of David A. Tilem as general counsel.
The Debtor requires the Firm to:
a. complete its schedules of assets and liabilities, and
statement of financial affairs;
b. satisfy its reporting requirements to the Office of the
United States Trustee;
c. appear before the Court in the prosecution of various
motions, including those seeking employment of professionals,
assumption or rejection of unexpired leases or executory contracts,
and for leave to use, sell or lease property of the estate pursuant
to 11 U.S.C. Section 363;
d. respond to any motions which may be filed by creditors;
e. analyze proofs of claim and file objections if necessary;
f. prepare and obtain approval of a disclosure statement;
g. prepare and obtain confirmation of a plan of
reorganization;
h. address or respond to other matters which may arise during
the bankruptcy case; and
i. prosecute adversary proceedings, such as those required to
avoid transfers under Chapter 5 of the Bankruptcy Code.
The Firm lawyers and paraprofessionals who will work on the
Debtor's case and their hourly rates are:
David A. Tilem, Esq. $500
Kevin S. Lacey, Esq. $450
A. Hillary Grosberg, Esq. $425
Barry R. Wegman, Esq. $400
Nathan A. Berneman, Esq. $350
Patrick Hunter, Esq. $325
William Sloan Youkstetter $300
Malissa L. Murguia $150
Joan J. Fidelson $100
The Debtor has paid the firm a retainer of $11,717 from corporate
funds.
The $11,717 retainer payment was paid in three installments. The
Debtor's first installment of $2,100 was paid on June 23,2017. The
second installment of $9,100 was paid on June 28, 2017. The third
installment of $517 was paid on June 30,2017. From the $11,717
retainer payment, the Debtor has paid the Firm in full for all
pre-petition services including the filing fee. The amount of such
pre-petition services was $5,202.00 leaving a retainer balance as
of the petition date of $6,515.00.
The Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David A. Tilem, Esq., principal of the Law Offices of David A.
Tilem, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
The Firm may be reached at:
David A. Tilem, Esq.
Law Offices of David A. Tilem
206 North Jackson Street
Second Floor, Suite 201
Glenadale, CA 91206
Tel: (888)257-7648
Fax: (818) 507-6800
About Chrestotes, Inc.
Chrestotes, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
C.D.Cal. Case No. 17-12660) on July 1, 2017. The Hon. Scott C.
Clarkson presides over the case. The Law Offices of David A.
Tilem represents the Debtor as counsel.
The Debtor disclosed total assets of $3.12 million and total
liabilities of $4.92 million. The petition was signed by Dolly
Valdivia, secretary.
CHURCH AND STATE: Taps Lesnick Prince as Bankruptcy Counsel
-----------------------------------------------------------
Church and State, LP seeks the approval from the US Bankruptcy
Court for the Central District of California, Los Angeles Division,
to employ Lesnick Prince & Pappas LLP as its general bankruptcy
counsel beginning as of July 18, 2017.
Services to be rendered by LLP are:
a. advise the Debtor regarding its rights, responsibilities,
powers and duties as a chapter 11 debtor and debtor in possession
in the continued management and operation of its business and
properties, including the requirements of the Bankruptcy Court, the
Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and the
guidelines of the Office of the United States Trustee;
b. advise the Debtor with respect to the rights and remedies
of its bankruptcy estate and the rights, claims and interests of
creditors and other parties in interest;
c. represent the Debtor in all hearings and proceedings in the
Bankruptcy Court involving its estate, and in all related meetings
and negotiations with representatives of the creditors and other
parties in interest;
d. take all necessary action to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any action commenced against the Debtor and
representing the Debtor's interests in negotiations concerning
litigation in which the Debtor is involved, including objections to
claims filed against the Debtor's estate;
e. take any necessary action on behalf of the Debtor to
negotiate, prepare on behalf of the Debtor and obtain approval of a
chapter 11 plan and all related documents;
f. prepare employment and fee applications for professionals;
g. prepare and file or furnish all pleadings and other court
filings including motions, applications, answers, orders, reports
and papers necessary or otherwise beneficial to the administration
of the Debtor's estate;
h. represent the Debtor in connection with obtaining
authorized use of cash collateral;
i. advise the Debtor in connection with any potential sale of
its assets or business;
j. appear before the Court and any appellate courts to
represent the interest of the Debtor's estate;
k. object to claims or interests of creditors or other
stakeholders as a situation may necessitate; and
l. perform all other necessary or otherwise beneficial legal
services for the Debtor in connection with the prosecution of this
chapter 11 case, including: (i) analyzing the Debtor's leases and
contracts and the assumptions, rejections or assignments of such
agreements; (ii) analyzing the validity of liens against the
Debtor; and (iii) advising the Debtor on corporate and litigation
matters which the Debtor may reasonably request and as may be
appropriate in LPP's representation of the Debtor during its
bankruptcy case.
The current hourly rates for the LPP professionals are:
Matthew A. Lesnick $495/hour
Christopher E. Prince $495/hour
Andrew R. Cahil $395/hour
Deborah E. Cardarelli $275/hour
Janet Mack (paralegal) $175/hour
Matthew A. Lesnick, partner of the law firm Lesnick Prince &
Pappas LLP, attests that LPP does not hold or represent any
interest materially adverse to the Debtor or the Debtor's estate,
and LPP is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code.
The Firm can be reached through:
Matthew A. Lesnick
Christopher E. Prince
Andrew R. Cahill
LESNICK PRINCE & PAPPAS LLP
185 Pier Avenue, Suite 103
Santa Monica, CA 90405
Telephone: (310) 396-0964
Facsimile: (310) 396-0963
Email: matt@lesnickprince.com
cprince@lesnickprince.com
acahill@lesnickprince.com
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.
COMPACTION UNLIMITED: Asahi Opposes Approval of Plan, Disclosures
-----------------------------------------------------------------
Asahi Kasei Plastics of North America, Inc., filed with the U.S.
Bankruptcy Court for the Eastern District of Texas an objection to
the approval of Compaction Unlimited, LLC's Chapter 11 Plan as well
as the conditionally-approved Disclosure Statement.
After conducting a thorough review of the Disclosure Statement, the
Plan, and all exhibits, Asahi believes the Disclosure Statement
lacks adequate information upon which Asahi can make an informed
judgment regarding the Plan, and the Plan itself is not
confirmable.
Specifically, Asahi complains that the Debtor has not provided
adequate information regarding some material aspects of the Plan:
* The amount insiders will receive under the plan. The Plan
Documents lists Ron Bowlin as receiving $48,000 as his annual
salary. According to Exhibit C-2 to the Disclosure Statement, this
proposed salary appears to be an increase from pre-petition salary.
Further information is required given the very limited cash flow.
* The pool size of Class 4 general unsecured creditors. In some
places, the Debtor indicates that Class 4 creditors total $588,000
in claims. A schedule of these creditors and claims would be more
helpful to decide whether these claims are all allowable.
* Whether the Debtor is proposing a pot plan or dividend plan.
Throughout the Plan Documents, the Debtor proposes to pay
$140,000.00 for a 24% dividend. Still needing clarification is
whether the Debtor is proposing a "pot" plan, or whether the Debtor
is promising a 24% dividend. For the reasons described below, this
is a distinction with a potentially material difference.
Asahi also objects to the confirmation of the Plan for the
following reasons:
* The Plan does not comply with all provisions of the Bankruptcy
Code. Specifically, the Disclosure Statement does not contain
Adequate Information and should not be approved on a final basis
under section 1125(a) of the Bankruptcy Code.
* The Plan Documents lack sufficient disclosures regarding
payments to insiders under the Plan.
* The Plan is not in the best interest of creditors. Under the
circumstances, the promised payment of $140,000 over an unspecified
period of time (perhaps 60 months) is no more valuable to creditors
an immediate liquidation of the remaining assets through chapter 7.
Further, the remedies available under Article 9 of the Plan merely
delay what appears to be an inevitability. Rather than delay
creditors' collection efforts, creditors would be better off if the
limited assets (including $28,000 in collectible receivables) are
distributed to creditors pro rata, and a trustee may investigate
potential causes ofaction.
* The plan is not fair and equitable, and it violates the
absolute priority rule. Under the Plan, Mr. Bowlin will maintain
his ownership of the Debtor, but creditors will not be paid in
full. The proposed payment of $140,000 to creditors will be derived
from future operations of the reorganized debtor's -- not from a
"new value" contribution by Mr. Bowlin. For this reason, the Plan
cannot be confirmed.
* The Adequate Information is material to Asahi's and other
creditors' judgment with respect to the Plan. Without such
information creditors cannot determine the risks posed by the Plan
and, in some instances, whether the Debtor will be able to make the
proposed payments. For similar reasons, the Plan cannot be
confirmed as proposed. It lacks necessary disclosure and clarity to
allow creditors to make informed decisions, and it fails several
critical elements required for confirmation under section 1129(a).
For these reasons, Asahi requests that the Court: (i) sustain this
Objection and deny approval of the Disclosure Statement until the
Debtors supplement such information as required by section 1125 of
the Bankruptcy Code; (ii) deny confirmation of the Plan for the
reasons set forth above; and (iii) grant such further relief as the
Court deems just and proper.
The Troubled Company Reporter previously reported that the Plan
provides for the repayment of 100% of its administrative debts and
24% of its unsecured debts by paying $2,500 per month for 60 months
for a total base pay-in of $150,000 with the first payment on
August 1, 2017. Attorney's fees of $10,000 will be paid from first
funds as an administrative claim subject to court approval (Class
1). There are no priority creditors (Class 2) or secured creditors
(Class 3). The holders of all unsecured claims will receive
payments totaling $140,000 or 24% of the amount of their allowed
claims in the amount of $588,000 (Class 4).
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txeb17-40314-23.pdf
COUNSEL FOR ASAHI KASEI PLASTICS OF NORTH AMERICA, INC.:
Aaron M. Kaufman
State Bar No. 24060067
Email: akaufman@dykema.com
About Compaction Unlimited
Compaction Unlimited, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Texas Case No. 17-40314) on February
16, 2017.
The Debtor had previously filed a Chapter 11 petition (Case No.
16-40928) in the same court. The petition was filed on May 24,
2016. The Debtor was represented by Durand & Associates, PC.
CONCORDIA INTERNATIONAL: Will Release Q2 Results on August 11
-------------------------------------------------------------
Concordia International Corp. intends to release its second quarter
2017 financial results before market open on Friday, Aug. 11,
2017.
The Company will subsequently hold a conference call that same day,
Friday, Aug. 11, 2017, at 8:30 a.m. ET hosted by Mr. Allan Oberman,
chief executive officer, and other senior management. A
question-and-answer session will follow the corporate update.
CONFERENCE CALL DETAILS
DATE: Friday, Aug. 11, 2017
TIME: 8:30 a.m. ET
DIAL-IN NUMBER: (647) 427-7450 or (888) 231-8191
TAPED REPLAY: (416) 849-0833 or (855) 859-2056
REFERENCE NUMBER: 50705221
This call is being webcast and can be accessed by going to:
http://event.on24.com/r.htm?e=1461798&s=1&k=FE95193B8C06888A3193CD0C7F86F702
An archived replay of the webcast will be available by clicking the
link above.
About Concordia
Concordia -- http://www.concordiarx.com/-- is a diverse,
international specialty pharmaceutical company focused on generic
and legacy pharmaceutical products. Concordia has an international
footprint with sales in more than 90 countries, and has a
diversified portfolio of more than 200 established, off-patent
products. Concordia also markets Photofrin for the treatment of
certain rare forms of cancer. The Company operates out of
facilities in Oakville, Ontario and, through its subsidiaries,
operates out of facilities in Bridgetown, Barbados; London, England
and Mumbai, India.
Concordia reported a net loss of US$1.31 billion for the year ended
Dec. 31, 2016, compared to a net loss of US$31.56 million for the
year ended Dec. 31, 2015.
As of March 31, 2017, Concordia had US$3.61 billion in total
assets, US$4.05 billion in total liabilities and a total
shareholders' deficit of US$439.06 million.
* * *
In November 2016, Moody's Investors Service downgraded the ratings
of Concordia International Corp. including the Corporate Family
Rating to 'Caa1' from 'B3' and the Probability of Default Rating to
'Caa1-PD' from 'B3-PD'. "The downgrade follows continued weakness
in the business, an uncertain competitive environment, and an
unclear and challenging path towards deleveraging," said Jessica
Gladstone, Moody's senior vice president.
In May 2017, S&P Global Ratings lowered its corporate credit rating
on Concordia to 'CCC+' from 'B-'. "The downgrade reflects the
continued deterioration in Concordia's operating results, and
increased regulatory risk, which leads us to see heightened risk
for a potential distressed exchange or debt restructuring," said
S&P Global Ratings credit analyst Kim Logan.
CONTINENTAL BUILDING: Moody's Hikes CFR to Ba3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) of Continental Building Products Operating Company LLC,
subsidiary of Continental Building Products, Inc. (collectively
"Continental") to Ba3 from B1 and its Probability of Default Rating
to Ba3-PD from B1-PD, since Moody's projects key credit metrics
will continue to improve over the next 12 to 18 months. In related
rating actions, Moody's affirmed Continental's Speculative Grade
Liquidity Rating of SGL-1, and upgraded its senior secured
revolving credit facility and term loan to Ba3 from B1. The rating
outlook is changed to stable from positive.
The following ratings/assessments are affected by actions:
Corporate Family Rating, upgraded to Ba3 from B1;
Probability of Default Rating, upgraded to Ba3-PD from B1-PD;
$75 Million Senior Secured First Lien Revolving Credit Facility
due 2021, upgraded to Ba3 (LGD4) from B1 (LGD4);
$272.9 Million Senior Secured First Lien Term Loan due 2023,
upgraded to Ba3 (LGD4) from B1 (LGD4);
Speculative Grade Liquidity Rating, affirmed at SGL-1;
Outlook, changed to Stable from Positive.
RATINGS RATIONALE
The Corporate Family Rating upgrade to Ba3 from B1 is the result of
Moody's expectations for improved credit metrics. Over the next 12
to 18 months, Moody's projects revenues growing by 9.6% to about
$515 million, from $471 million from LTM 1Q17, and EBITA margins
staying above 20%. Adjusted debt leverage in Moody's forecast will
remain around 2x and interest coverage, measured as adjusted
EBITA-interest expense, will stay above 7x over Moody's time
horizon. Fundamentals for US private construction activity,
Continental's sole end market, remain solid, supporting future
growth. Moody's projects total new housing starts could reach 1.25
million in 2017 (a 7% increase from about 1.17 million in 2016) and
maintains a positive outlook for the domestic homebuilding
industry.
The Ba3 Corporate Family Rating incorporates Continental's lack of
scale and geographic and single-product concentrations, primary
risks facing the company. It operates in highly competitive
markets, which could create operating and financial pressures.
Although sound now, private construction is very cyclical. An
economic downturn would weaken cash flows and debt-service
capabilities. Further, the rating at this time considers deployment
of capital for share repurchases.
The change in rating outlook to stable from positive reflects
Moody's expectations that Continental's credit profile will support
the upgraded Ba3 Corporate Family Rating over the next 12 to 18
months.
Further positive rating actions are unlikely over the intermediate
term despite strong credit metrics. Continental's business profile
characterized by its small revenue base and geographic and
single-product concentrations are significant credit constraints
and difficult to overcome. However, Continental's ratings could be
upgraded if revenues were to approach $1.5 billion while
maintaining current debt credit metrics.
A downgrade is not anticipated over the next 12 to 18 months.
However, negative rating pressures may result if Continental
performs below Moody's expectations, resulting in the following
credit metrics (ratios include Moody's standard adjustments) and
characteristics:
-- EBITA margins below 15%
-- Debt-to-EBITDA sustained above 3.5x
-- Significant deterioration in liquidity
-- Large shareholder distributions
-- Large debt-financed acquisitions
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Continental, headquartered in Herndon, VA, is a manufacturer of
wallboard and related products for commercial buildings and
residential houses. It operates in Eastern United States and
Eastern Canada. Revenues for the 12 months through March 31, 2017
totaled approximately $471 million.
DANIEL BACANER: Scott Buying Memphis Property for $90K
------------------------------------------------------
Daniel F. Bacaner and Lisa T. Bacaner ask the U.S. Bankruptcy Court
for the Western District of Tennessee to authorize their sale of
two parcels of real property, known locally as 5219 Millbranch and
5220 Lochinvar in Memphis, Tennessee, to DeArchie Scott for
$90,000.
In the Debtors' Chapter 11 Plan, the treatment of the secured claim
of Trust One Bank, now Synovus Bank, was set forth in Class 5. The
proposed treatment of the Class 5 creditor provided for sale of the
Property, with the proceeds of sale going to Synovus in full
satisfaction of its claim, inter alia.
The Debtors were unable to sell the Property within the time
provided in the Plan, by Sept. 19, 2013. They offered to surrender
it to Synovus, but Synovus declined to accept it. They continue to
own the Property and Synovus continues to hold its claim and a Deed
of Trust on it securing payment of the claim.
The Debtors listed the Property for sale on on July 1, 2017, for
$100,000. They received an offer to purchase it for $90,000 from
the Purchaser, sale to close by Sept. 28, 2017, which the Debtors
have accepted. The Debtors propose that the Property be conveyed
to the Purchaser "as is," free and clear of all liens, claims, and
encumbrances which will attach to the proceeds of sale to be
distributed among the various parties as their interests may appear
at the time of sale.
The Parties have agreed that, at closing, Synovus will receive all
the net proceeds of sale after payment of the administrative
expenses of sale and the real property taxes due and owing, in full
satisfaction of Synovus' claim as a Class 5 creditor under the
Debtors' Plan. Following the closing of the sale, the Debtors'
liability to Synovus will be fully satisfied and extinguished.
A copy of the original Purchase and Sale Agreement and the fully
executed Counter Offer attached to the Motion is available for free
at:
http://bankrupt.com/misc/Daniel_Bacaner_380_Sales.pdf
The Debtors believe that the $90,000 sale price is fair and
reasonable and fair value for the Property.
Daniel F. Bacaner and Lisa T. Bacaner sought Chapter 11 protection
(Bankr. D. Tenn. Case No. 09-26292) on June 11, 2009. The Debtors
estimated total assets at $2,341,803 and total debt at $2,298,450.
The Debtors tapped Eugene G. Douglass, Esq., as counsel. Their
Chapter 11 Plan was confirmed on Nov. 3, 2010.
DARDEN-GREEN CO: Hinkle to Get Note With 5% Per Annum Over 10 Yrs.
------------------------------------------------------------------
Darden-Green Co., Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Alabama an amended disclosure statement
dated July 31, 2017, referring to the Debtor's plan of
reorganization.
Class 3 Secured Claim of Hinkle Metal Supply will receive a note in
the amount of their claim together with interest payable at the per
annum rate of 5%, in equal monthly installments over a period of 10
years. Their judgment lien will remain in effect to secure the
note issued by the Debtor to the claimant.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/alnb16-01957-121.pdf
As reported by the Troubled Company Reporter on May 4, 2017, the
Debtor proposed in the Plan that holders of Class 5 allowed small
unsecured claims in the amount of $16,117.04 or less receive 25% of
their claims in cash within 30 days of the confirmation of the
plan. Holders of Class 6 allowed large unsecured claims totaling
$1,234,823.95 be issued a promissory note, which note will provide
for the payment of no less than 25% of that allowed claim over a
period of 79 months.
About Darden-Green
Darden-Green Co., Inc., based in Birmingham, Alabama, filed a
Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-01957) on May 12,
2016. The Hon. Tamara O Mitchell presides over the case. Thomas
E. Reynolds, Esq., at Reynolds Legal Solutions, LLC, serves as
Chapter 11 counsel. In its petition, the Debtor listed total
assets of $2.13 million and total liabilities of $2.31 million.
The petition was signed by Bobbie Green, general manager.
DIGITAL REALTY: Fitch Assigns BB+ Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to the guaranteed notes
issued by Digital Realty Trust, L.P., the operating partnership of
Digital Realty Trust, Inc. (NYSE: DLR), and assigned a 'BB+' rating
to the preferred stock issued by Digital Realty Trust, Inc.. The
Rating Outlook is Stable.
KEY RATING DRIVERS
DLR exhibits credit strengths including a global platform, granular
tenant base, good access to multiple forms of capital, strong
liquidity, and a deep management bench. These credit positives are
balanced by the niche asset class in which the company operates
resulting in a less liquid investment market and leveragability
than other commercial property asset classes.
Fitch's ratings and Outlook for DLR reflect the stronger tenant
profile, increased product offering and scale resulting from its
merger with DuPont Fabros Technology, Inc., announced in June. The
merger will bolster DLR's portfolio in key markets like Northern
Virginia, Chicago, and Silicon Valley while also increasing
exposure to cloud service providers and enabling enhanced top-line
growth. Fitch expects the company's credit metrics to remain
largely unchanged post-transaction.
KEY METRICS APPROPRIATE FOR RATING: Fitch estimates DLR's pro forma
leverage at 5.0x for the trailing 12 months (TTM) ended June 30,
2017 and Fitch expects leverage (when excluding preferred stock)
will remain between 5.0x and 5.5x over the next 12 to 24 months,
consistent with the company's leverage historically. Fitch expects
leverage including 50% of preferred stock will remain between 5.5x
to 6.0x through Fitch forecast period.
Fitch expects fixed charge coverage will sustain in the high-3x to
low-4x range over the next 12 to 24 months driven by same-store net
operating income (NOI) growth, cash flow from the lease-up of
development projects, and increased cash flows from joint ventures
offset by a reduction of EBITDA from the sale of non-core assets.
Pro forma coverage is strong for the rating at 3.9x for the TTM
ended June 30, 2017.
GLOBAL PLATFORM & GOOD TENANT DIVERSITY: Digital's post-merger
product offering will consist of turn-key flex, powered base
building, cloud-based computing, colocation and interconnection
across its 157 operating properties within 30 markets across 12
countries and four continents. The company also benefits from a
granular tenant roster highlighted by IBM ('A+'/Negative Outlook)
at 6.2% of pro forma annual base rent, Facebook at 5.9%, and
CenturyLink, Inc. ('BB+'/Rating Watch Negative) at 4.6%.
GOOD ACCESS TO MOST CAPITAL SOURCES: Since 2006, the company has
issued $4.8 billion of common equity, $1.9 billion of preferred
equity, $3.5 billion of dollar-denominated unsecured bonds, GBP1.3
billion of sterling-denominated unsecured bonds and EUR725 million
of euro-denominated bonds. The company's sterling and euro bonds
function as a natural hedge given its exposure to the UK and other
European countries.
LESS CONTINGENT LIQUIDITY FOR DATA CENTERS: DLR's financial metrics
are intrinsically strong for the 'BBB' rating category, but the
ratings remain constrained by data center properties that are
presently a less-than-mature asset class within a less liquid
trading and financing market. The availability of mortgage capital
for data centers is limited compared to other commercial real
estate property types, which reduces the company's sources of
contingent liquidity. Despite significant barriers to entry and
favorable medium-term IT trends, data centers are specialized
properties and technological obsolescence over the long term is
possible.
Digital is committed to an unsecured funding profile which Fitch
generally views favorably. Pro forma for the merger, unencumbered
assets (unencumbered NOI divided by a 10% stressed capitalization
rate) covered net unsecured debt by 2.1x as of June 30, 2017, which
is adequate for the 'BBB' rating.
DEEP MANAGEMENT BENCH; CONSERVATIVE MIND-SET: The company's
management team has strong real estate expertise and technical
acumen as well as strong knowledge of the sector, including cloud
services solutions. The company consistently funds large-scale
acquisitions on a leverage-neutral basis, pre-funding the equity
portion at transaction announcement to minimize capital markets
execution risk.
PREFERRED STOCK NOTCHING: The two-notch differential between DLR's
IDR and preferred stock rating is consistent with Fitch's criteria,
"Non-Financial Corporates Hybrids Treatment and Notching Criteria",
available at 'www.fitchratings.com'. The securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.
STABLE OUTLOOK: The Stable Outlook reflects Fitch's expectation
that metrics will remain appropriate for the rating following the
closing of the merger and through the forecast period.
DERIVATION SUMMARY
Although smaller, Fitch rates the company more highly than data
center REIT peer Equinix (NYSE: EQIX, 'BB'/Outlook Stable) due to
DLR's larger, mostly owned unencumbered property portfolio which
enhances its contingent liquidity versus EQIX's 35% ownership of
its assets at the first quarter of 2017 (1Q17). DLR also manages
longer length leases averaging 5.0 years across its portfolio at
June 30, 2017 versus EQIX's typical one to three year lease length
that exposes it to greater cash flow volatility. Fitch's rating
sensitivities generally require the company to maintain more
conservative credit metrics than other 'BBB' category REITs with
commercial tenants, such as office owner Boston Properties, Inc.
('BBB+'/Outlook Stable) and industrial landlord Prologis, Inc.
('BBB+'/Outlook Stable), due to the shallower depth of private
institutional equity and secured mortgage debt capital access for
data centers relative to office and industrial properties.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Low single-digit same-store NOI growth through the forecast
period;
-- DuPont Fabros transaction closes in the second half of 2017 on
terms substantially similar to those announced by the company;
-- The company funds additional growth and development on a
leverage-neutral basis, resulting in leverage (excluding
preferred stock) ranging between 5.0x to 5.5x, and 5.5x to
6.0x when including 50% of preferred stock as debt.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- Increased mortgage lending activity in the data center sector,
demonstrating contingent liquidity for the asset class;
-- Fitch's expectation of leverage, excluding preferred stock,
sustaining below 4.5x (leverage for TTM ended June 30, 2017
was 5.1x; 5.0x pro forma for the DuPont merger);
-- Fitch's expectation of fixed charge coverage sustaining above
3x (coverage for the TTM ended June 30, 2017 was 3.7x; 3.9x
pro forma for the DuPont merger).
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- Fitch's expectation of leverage, excluding preferred stock,
sustaining above 6x;
-- Fitch's expectation of fixed charge coverage sustaining below
2.5x;
-- Base case liquidity coverage sustaining below 1x (pro forma
liquidity coverage was 3.1x);
-- Sustained declines in rental rates and same-property NOI.
LIQUIDITY
Pro Forma Liquidity Coverage Strong at 3.5x: Estimated pro forma
liquidity coverage (defined as pro forma liquidity sources divided
by uses) is strong at 3.5x for the period from July 1, 2017 to Dec.
31, 2019. Sources of liquidity include unrestricted cash less $10
million in working capital requirements, availability under DLR's
global unsecured revolving credit facility, projected retained cash
flows from operating activities after dividends and distributions,
and estimated proceeds from the unsecured bond issuances. Pro forma
uses of liquidity include debt maturities, projected recurring
capital expenditures, and cost-to-complete active development.
DLR's standalone adjusted funds from operations (AFFO) payout ratio
fell from the mid-80% range to the high-60% range beginning in
2016, enabling the company to retain more than $270 million during
the year and setting it on pace to retain more than $300 million in
2017.
FULL LIST OF RATING ACTIONS
Fitch currently rates Digital as follows:
Digital Realty Trust, Inc.
-- Long-Term Issuer Default Rating (IDR) 'BBB';
-- Preferred stock 'BB+'.
Digital Realty Trust, L.P.
-- Long-Term IDR 'BBB';
-- Unsecured revolving credit facility 'BBB';
-- Senior unsecured term loan 'BBB';
-- Senior unsecured notes 'BBB'.
Digital Stout Holding, LLC
-- Unsecured guaranteed notes 'BBB'.
Digital Euro Finco, LLC
-- Unsecured guaranteed notes 'BBB'.
The Rating Outlook is Stable.
DIMORA BRANDS: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Dimora Brands, Inc. and a B3-PD Probability of Default
Rating. In the same rating action, Moody's assigned a B2 rating to
Dimora's $50 million, first-lien revolver, a B2 to its $255
million, first-lien term loan, and a Caa2 rating to the company's
$65 million, second-lien term loan. The outlook is stable. This is
the first time Moody's has rated Dimora.
Proceeds of this financing will be used to refinance $268 million
of existing bank debt and pay a dividend of about $52 million to
The Jordan Company, L.P., which is the private equity company that
bought Dimora in 2016.
The following assignments were made:
B3 Corporate Family Rating
B3-PD Probability of Default Rating
B2 (LGD3) rating on the proposed $50 million first-lien senior
secured revolving credit facility due 2023
B2 (LGD3) rating on the proposed $255 million first-lien senior
secured term loan due 2024
Caa2 (LGD6) rating on the proposed $65 million second-lien senior
secured term loan due 2025
Stable rating outlook
RATINGS RATIONALE
The B3 CFR reflects Dimora's small size when compared to the
universe of building products and distribution companies and its
pro forma adjusted debt/EBITDA of about 6x, which is near the more
leveraged end of the rating scale for single B-rated distribution
companies.
At the same time, the B3 acknowledges the company's robust EBITDA
margins and that the company is capable of generating positive net
income if it were to choose not to amortize goodwill. In addition,
Moody's notes that building products end markets are strong and
likely to remain so into 2018 and that the company has decent
pricing power for its products, given that they constitute a very
small part of the overall price of the products to which they are
attached.
The stable rating outlook incorporates Moody's expectation that
adjusted debt/EBITDA will remain below 6.25x and that other key
credit metrics will remain supportive of the B3 rating.
The ratings would benefit from a large increase in the company's
size, a supportive posture from the company's PE owners, and a
sustained reduction in debt/EBITDA to below 5.25x.
The ratings would come under pressure from debt/EBITDA that
escalated beyond 6.5x and/or a substantial reduction in EBITDA
margins.
The company's liquidity is supported by frequently positive free
cash flow generation, an undrawn $50 million secured revolver, and
a springing 7x first-lien net debt/EBITDA covenant that is tested
only upon a 40% utilization ($20 million) of the revolver.
The first-lien senior secured revolver and term loan are
collateralized by a first priority interest in substantially all
tangible and intangible assets of Dimora and its guarantors (its
parent and its principal operating subsidiaries). The second-lien
senior secured term loan is collateralized by a second priority
interest in the same assets.
The first-lien revolver and term loan are notched above the CFR
because of the support provided by the company's second-lien term
loan. The latter debt is notched down because it is the junior debt
piece in the company's current capital structure.
Established in 1990 through predecessor companies and headquartered
in Dallas, TX, Dimora designs, manufactures, sources, and
distributes products for cabinets, including functional hardware,
decorative hardware, decorative wood, custom drawer boxes, and
other items, serving customers throughout the United States and
Canada.
Established in 1982 and headquartered in New York City, The Jordan
Company, L.P., which together with management owns Dimora, is a
private equity fund that focuses on middle market industrial
companies.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
DIMORA BRANDS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
cabinet hardware producer and distributor Dimora Brands Inc. The
outlook is stable.
S&P said, "We also assigned our 'B' issue-level rating to Dimora's
proposed $305 million senior secured first-lien credit
facilities--consisting of a six-year $50 million revolving credit
facility and a seven-year $255 million first-lien term loan--and
our 'CCC+' issue-level rating to the company's proposed $65 million
eight-year second-lien term loan. The '3' recovery rating on the
senior secured credit facility indicates our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery to lenders in
the event of a default. The '6' recovery rating on the second-lien
term loan reflects our expectation for negligible (0%-10%; rounded
estimate: 0%) recovery."
The 'B' corporate credit rating and stable outlook on Dimora Brands
Inc. reflect the company's very narrow niche product focus (limited
largely to decorative and functional cabinet hardware, i.e., knobs,
pulls, slides etc.); its very small size; geographic diversity
limited to the U.S.; and participation in a competitive and
cyclical end market driven largely by discretionary and cyclical
kitchen and bath renovations. Partially offsetting these factors
are low price sensitivity to the company's products (its main
product--decorative hardware--represents less than 1% of the cost
of a typical kitchen remodel), a large and diverse customer base,
small average order size, and above-average margins compared to
other building products companies we rate, due to its reliance more
on renovation activity rather than new construction. Although
small, the company has exhibited strong revenue growth over the
past seven years as it has expanded its offerings and captured
market share from competitors. S&P said, "We also expect the
company to exhibit some volatility of earnings in cyclical
downturns, but less so than other building products companies that
are more correlated to new home construction.
S&P said, "The stable outlook on Dimora reflects our expectation
that the company will sustain pro forma debt-to-EBITDA ratio of
more than 5x and FFO to debt of less than 12%, over the next 12
months. The outlook further reflects our belief that Dimora will
maintain adequate liquidity.
"We view a downgrade as relatively unlikely in the next 12 months,
given our favorable outlook for home construction and repair and
remodeling spending. However, we could take such an action under a
scenario in which Dimora saw sales fall by at least 20%. This would
result in leverage exceeding 7x and approaching 8x, whereupon we
could lower the rating. Scenarios in which we think sales could
fall by this amount would be a severe recession or sourcing
difficulties that strained the company inventories.
"Given the company's small size and niche product focus, we view an
upgrade as unlikely unless the company grew significantly in size
and diversified its products and end markets, while reducing
leverage to 4x. Incorporated into the potential for an upgrade
would be our assumption that financial sponsor ownership would be
committed to maintaining leverage at less than 4x with a low risk
of releveraging."
DMH LEASING: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: DMH Leasing II, L.L.C.
111 Kimball Drive
Lafayette, LA 70508
Business Description: DMH Leasing owns a yard equipment rental
store at 2623 S.E. Evangeline Thwy,
Lafayette, LA 70508 valued at $900,000.
Case No.: 17-51002
Chapter 11 Petition Date: August 3, 2017
Court: United States Bankruptcy Court
Western District of Louisiana (Lafayette)
Judge: Hon. Robert Summerhays
Debtor's Counsel: Thomas E. St. Germain, Esq.
WEINSTEIN & ST. GERMAIN
1414 NE Evangeline Thruway
Lafayette, LA 70501
Tel: (337) 235-4001
Fax: (337) 235-4020
E-mail: ecf@weinlaw.com
Total Assets: $906,275
Total Liabilities: $2.97 million
The petition was signed by Darlene Hillman, member.
The Debtor's list of two unsecured creditors is available for free
at http://bankrupt.com/misc/lawb17-51002.pdf
DONNIE EARNEST: Selling Monroe Property for $115K
-------------------------------------------------
Donnie Ray Earnest, Sr., and Susan Christina Earnest ask the U.S.
Bankruptcy Court for the Northern District of Florida to authorize
their sale of real property located at 403 E Church Street, Monroe,
Georgia, for $115,000, or higher and better offer.
Objections, if any, must be filed within 21 days from the date set
forth on the proof of service.
The Debtors have listed the Property for $115,000.
The mortgage holder, The Bank of New York Mellon, formerly known as
The Bank of New York as Trustee with Bayview Loan Servicing as
servicer, filed Claim #4 in the amount of $58,215. This mortgage
will be satisfied through the sale of the Property. The Debtors
propose to pay all closing costs and realtor commissions. Any
remaining proceeds will be deposited into the DIP account. The
closing Statement is subject to approval of the Bank. No party in
interest is being adversely affected by the sale.
The Debtors desire to proceed to sell the Property for $115,000 or
best offer, in the manner and form noticed by the Debtor to all
parties in interest. There's no personal property subject to the
sale.
Donnie Ray Earnest, Sr., and Susan Christina Earnest sought Chapter
11 protection (Bankr. N.D. Fla. Case No. 12-50592) on Dec. 27,
2012.
Counsel for the Debtors:
Charles M. Wynn, Esq.
4436 Clinton Street
P.O. Box 146
Marianna, FL 32447
Telephone: (850) 526-3520
Facsimile: (850) 526-5210
E-mail: Charles@Wynnlaw-fl.com
Court@Wynnlaw-fi.com
DXP ENTERPRISES: Moody's Assigns B2 CFR & Rates 2023 Term Loan B3
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to DXP
Enterprises, Inc. (DXP), including a B2 Corporate Family Rating
(CFR) and a B3 rating to its proposed term loan due 2023. Moody's
also assigned an SGL-2 Speculative Grade Liquidity Rating. These
ratings are subject to a review of final documentation for the
proposed term loan and revolving credit facility. The outlook is
stable.
"This refinancing will address near-term debt maturities and
support ongoing growth in DXP's business," stated James Wilkins,
Moody's Vice President -- Senior Analyst.
Issuer: DXP Enterprises, Inc.
Assignments:
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-2
-- Senior Secured Bank Credit Facility, Assigned B3 (LGD4)
Outlook Actions:
Issuer: DXP Enterprises, Inc.
-- Outlook, Assigned Stable
RATINGS RATIONALE
DXP's B2 CFR is constrained by its high exposure to and reliance on
the North American energy market as well as other cyclical end
markets, modest scale for a distribution company with competitors
having greater resources, single digit operating margins (driven by
its distribution business model) and a history of acquisitions. The
company's revenues declined 36% from 2014 to 2016 due to the
slowdown in the energy industry and industrial activity. The nature
of the recovery in the North American energy industry and demand
for DXP's products and services is uncertain. The company's margins
do benefit from certain value added activities. The rating is
supported by: favorable leverage and interest coverage credit
metrics; the diversity of its customer base and product lines;
broad North American presence; positive free cash flow generation
through cycles (as a result of low capital expenditure
requirements, no common dividend and release of cash from working
capital if revenue declines); steady contractual, fee-based
business in the Supply Chain Services segment; and supplier base.
The proposed senior secured term loan is rated B3, one notch below
the CFR, reflecting the lower priority of its claim relative to the
majority of secured debt in DXP's capital structure. Under a
distressed scenario the collateral available to term loan lenders
likely will not be sufficient to cover the principal amount of the
loan. Accordingly, Moody's believes the B3 rating on the term loan
is more appropriate than the rating suggested by Moody's
Loss-Given-Default (LGD) methodology. DXP's balance sheet debt is
comprised of the $250 million senior secured term loan due 2023,
senior secured ABL revolving credit facility due 2022 and a small
amount ($3 million as of June 30, 2017) of promissory notes. The
term loan and revolver share the collateral with the revolver
having a first priority lien on working capital (eligible accounts
receivable and inventory, ABL Collateral) and second priority lien
on all other assets, including PP&E, and the term loan having a
second priority lien on the ABL Collateral and first priority lien
on all other assets. As a distributor, DXP does not have a
significant amount of PP&E. As of June 30, 2017, DXP had about $160
million and $91 million of accounts receivables and inventory,
respectively, which was about three-quarters of tangible assets.
The SGL-2 Speculative Grade Liquidity Rating reflects the company's
good liquidity following its debt refinancing, supported by Moody's
expectations that it will generate positive free cash flow, a
modest cash balance ($24 million as of June 30, 2017, pro forma for
the debt refinancing) and undrawn ABL revolving credit facility.
DXP can have some seasonality to its cash flows. The proposed $85
million ABL revolving credit facility due 2022 will have one
financial covenant (minimum fixed charge coverage ratio if
availability drops below a certain level) and the proposed term
loan will have a maximum leverage financial covenant. Moody's
expects the company will remain in compliance with the financial
covenants through 2018. The company is required to make principal
repayments totaling one percent per year of the original term loan
principal ($2.5 million per year). DXP has no significant
maturities until the revolver matures in 2022.
The stable outlooks reflects Moody's expectation that DXP will see
a modest recovery in demand in its end markets and improve its
operating margin. The ratings could be upgraded if the company's
revenue continues to recover and its operating margin exceeds 4.5
percent on a sustained basis, while maintaining debt to EBITDA of
less than 3.5x. The ratings could be downgraded if revenues decline
meaningfully, operating margins fall below 2%, free cash flow to
debt is below 2% or liquidity deteriorates.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
DXP Enterprises, Inc. (NASDAQ: DXPE), headquartered in Houston, TX,
is a distributor and service provider to the energy industry and
industrial customers. It distributes maintenance, repair, operating
(MRO) products and equipment, and provides integrated supply and
other services. DXP also assembles rotating equipment packages and
engages in limited pump manufacturing. Revenues for the year ended
December 31, 2016, totaled $962 million.
DXP ENTERPRISES: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Houston–based DXP Enterprises Inc. The rating outlook is stable.
S&P said, "At the same time, we assigned our 'B+' issue-level
rating to the company's proposed $250 million term loan due 2023.
The recovery rating is '2', indicating our expectation of
substantial (70%-90%, rounded estimate: 70%) recovery in the event
of a payment default.
"Our rating incorporates DXP's volatile profitability and cash flow
owing to its exposure to cyclical end markets. The company operates
in a fragmented and competitive industry, relying on closely
guarded territories and distribution rights. More than 50% of DXP's
sales are tied to oil and gas end markets, with the balance coming
from various sectors, including the transportation, food and
beverage, mining, and chemical industries. These risks are
partially offset by DXP's leading market position in rotating
equipment, which contributes about 50% of sales, and customized
products and integrated service solutions, which stabilize earnings
and cash flow.
"The stable outlook is based on our expectation that DXP's credit
measures will remain in the range of 3x-4x over the next 12 months.
This is predicated on improving oil and gas end markets, which
should contribute to improved EBITDA levels. We also expect the
company to resolve its internal control issues without repeated
findings.
"We could raise the rating if DXP sustained leverage of about 3x,
which we believe would be supported by improved EBITDA of about
$100 million and would boost cash flow and strengthen liquidity
measures. We believe that such a scenario would indicate stronger,
more stable end market demand that improves our view of DXP's
competitive position and profitability.
"We could lower the rating if DXP's EBITDA interest coverage
dropped below 1.5x. This could coincide with weaker liquidity
because of an unexpected decline in the industrial and oil and gas
end markets. The company's counter-cyclical working capital could
support cash flow in such a downside scenario, but protracted
earnings weakness could indicate a weakened competitive position
owing to a sharp decline in demand."
DYNAMIC CONSTRUCTION: Creditors' Panel Hires Hirschler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dynamic
Construction Services, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Western District of Virginia to retain
Hirschler Fleischer, PC as counsel for the Committee, nunc pro tunc
to June 28, 2017.
The Committee requires Hirschler Fleischer to:
a. advise and assist the Committee in understanding its
powers and duties under the Bankruptcy Code and the Bankruptcy
Rules, and in performing other services that are in the interests
of those represented by the Committee;
b. assist, advise, and represent the Committee in its
consultations with the Debtor regarding the administration of this
case;
c. assist, advise, and represent the Committee in evaluating
the Debtor's assets, liabilities, overall financial condition, and
the operations of its business, including, but not limited to,
investigating the extent and validity of liens, and participate in
and review any proposed asset sales, asset dispositions, financing
arrangements, and cash collateral or debtor-in-possession financing
issues;
d. assist, advise, and represent the Committee in any manner
relevant to reviewing and determining the Debtor's rights and
obligations under unexpired leases and/or executory contracts;
e. assist, advise, and represent the Committee in its
participation in the negotiation, formulation, and drafting of a
plan of liquidation or reorganization;
f. advise the Committee on issues relating to the appointment
of a trustee or examiner under section 1104 of the Bankruptcy
Code;
g. assist, advise, and represent the Committee in the
evaluation of claims and on any litigation matters; and
h. provide other legal services to the Committee as may be
necessary in this case.
Hirschler Fleischer lawyers who will work on the Debtors' cases and
their hourly rates are:
Robert S. Westermann, Shareholder $425
Rachel A. Greenleaf, Associate $250
Hirschler Fleischer will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert S. Westermann, Esq., shareholder of Hirschler Fleischer, PC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Hirschler Fleischer can be reached at:
Robert S. Westermann, Esq.
Rachel A. Greenleaf, Esq.
Hirschler Fleischer, P.C.
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, VA 23218-0500
Telephone: (804) 771-9500
Facsimile: (804) 644-0957
E-mail: rwestermann@hf-law.com
rgreenleaf@hf-law.com
About Dynamic Construction
Headquartered in Greenville, Virginia, Dynamic Construction
Services, Inc., is a small business Debtor as defined in 11 U.S.C.
Section 101(51D). It listed its business under the utility system
construction category. It is a full service utility and wireless
communications contractor serving the mid-Atlantic region for the
last 10 years.
Dynamic Construction filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 17-50566) on June 2, 2017, estimating its
assets and liabilities at between $1 million and $10 million. The
petition was signed by Charles Spangler, Jr., president.
Judge Rebecca B. Connelly presides over the case.
Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C.,
serves as the Debtor's bankruptcy counsel.
An official committee of unsecured creditors has been appointed in
the case.
ELITE INSULATION: Hires Eric A. Liepins as Bankruptcy Counsel
-------------------------------------------------------------
Elite Insulation & Air Duct Cleaning, LLC seeks authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ the law firm of Eric A. Liepins, PC as counsel.
The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.
The Debtor have chosen the Firm to represent the Debtor in the
proceedings before this Court.
The Firm will be paid at these hourly rates:
Eric A. Liepins $275
Paralegals and Legal Assistants $30-50
The Firm has been paid a retainer of $5,000, plus the filing fee.
The Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric Liepins, Esq., sole shareholder with the law firm of Eric
Liepins, PC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
The Firm can be reached at:
Eric Liepins, Esq.
Eric Liepins, PC
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About Elite Insulation & Air Duct Cleaning
Elite Insulation & Air Duct Cleaning, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 17-32727) on July
14, 2017, listing under $1 million in both assets and liabilities.
Elite Insulation & Air Duct Cleaning previously filed a Chapter 11
bankruptcy petition (Bankr. N.D.Tex. Case No. 14-35483) on November
12, 2014, also listing under $1 million in both assets and
liabilities.
Eric Liepins, Esq., at Eric Liepins, PC serves as the Debtor's
bankruptcy counsel in both the 2017 and 2014 cases.
EMPRESAS ALVARO: Court Approves Disclosures, Confirms Plan Outline
------------------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico approved Empresas Alvaro Torres Corp.'s disclosure
statement and confirmed its plan of reorganization, dated June 22,
2017.
The Troubled Company Reporter previously reported that the
restructuring plan proposes to pay each Class 4 general unsecured
creditor 5% of its allowed claim. General unsecured creditors will
receive monthly payments over five years.
The plan will be funded from cash on hand available on the
effective date of the plan, new professional services contracts
with private and government agencies, and future income.
A copy of the disclosure statement is available for free at:
https://is.gd/v5gUq5
About Empresas Alvaro Torres
Empresas Alvaro Torres Corp. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08029) on October
6, 2016. The petition was signed by Frances J. Alvaro Torres,
president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
Judge Edward A. Godoy presides over the case. The Law Offices of
Luis D. Flores Gonzalez represents the Debtor as bankruptcy
counsel.
ENGLEWOOD MISSIONARY: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Englewood Missionary Baptist Church, Inc.
aka Englewood Baptist Church
1100 W. Scott Street
Pensacola, FL 32501
Business Description: Englewood Missionary is a baptist church
in Pensacola, FL. It owns fee simple
interests in various real properties
in Pensacola, FL, including a church
building. The properties have an
aggregate current value of $3.76 million.
Web site: http://www.englewoodonline.com/
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-30693
Court: United States Bankruptcy Court
Northern District of Florida (Pensacola)
Judge: Hon. Jerry C. Oldshue Jr.
Debtor's Counsel: Steven J. Ford, Esq.
WILSON, HARRELL, FARRINGTON, FORD, ET AL
307 S. Palafox Street
Pensacola, FL 32502
Tel: 850-438-1111
Fax: 850-432-8500
E-mail: jsf@whsf-law.com
amanda@whsf-law.com
Total Assets: $3.92 million
Total Liabilities: $2.46 million
The petition was signed by Kenneth Frye, trustee.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flnb17-30693.pdf
EQT AVATAR: Moody's Assigns B3 CFR and B2 1st Lien Loans Rating
---------------------------------------------------------------
Moody's Investors Service assigned new issuer EQT Avatar Holdings,
Inc. a B3 corporate family rating ("CFR"), B3-PD probability of
default rating and B2 to its first lien credit facilities. The
rating outlook is stable.
The proceeds from i) a $250 million first lien term loan, ii) $100
million unsecured term loan (unrated) and iii) $503.7 million of
equity will be used to i) acquire Certara Holdco, Inc. ("Certara")
in a sponsor to sponsor sale between private equity groups Arsenal
Capital Partners (current owner) and EQT, ii) put $3 million of
cash to the balance sheet, and iii) pay fees and expenses. There
will also be a new $20 million first lien revolving credit
facility, which is expected to be undrawn at closing.
Moody's highlights that EQT Avatar is the initial borrower for the
first lien credit facilities. However, shortly after the
transaction closes Certara and Certara USA, Inc. will become
co-borrowers of the first lien debt. EQT Avatar will then no longer
be a borrower, but will be a guarantor of the first lien debt.
Additionally, the unsecured term loan borrower will be EQT Avatar
TopCo, Inc., a non-guarantor entity above EQT Avatar in the
organization.
RATINGS RATIONALE
The B3 Corporate Family Rating is constrained by Certara's high
starting pro forma leverage of about 7.25x (Moody's adjusted) at
LTM March 2017, low cash balances through December 2018, small
scale and lack of diversification among end markets. The ratings
are supported by Certara's leading position in the niche drug
development biosimulation software and regulatory science
publication management software markets, strong revenue growth
prospects (double digits per annum) and good cash flow generating
capabilities. Also, high barriers to entry with limited competition
in their primary markets, strong renewal rates (about 90%), highly
visible recurring revenues and a well-diversified customer base (no
one customers above 10%) supports its ratings. Finally, the company
has a unique competitive advantage through its employee base (which
about a third are PhD scientists), its ownership of large
proprietary data sets and the wide spread adoption by the US Food
and Drug Administration ("FDA") of its products.
The debt instrument ratings are determined in conjunction with
Moody's Loss Given Default Methodology and reflect average recovery
across the capital structure. The B2 ratings on the first lien debt
are notched up from the corporate family rating reflecting their
senior position in the capital structure, given the loss cushion
provided by the unsecured term loan (unrated).
While the initial cash position is small the liquidity profile is
deemed adequate based on an estimated closing cash balance of $3
million and a $20 million undrawn revolver. Moody's expects free
cash flow to debt to approach the low 4% in the first 18 months
post close. However, cash balances are expected to remain low
through December 2018 due to expected one-time costs,
performance-contingent earn out payments (which will also likely
cause the revolver to be partially drawn during this period,
particularly in Q4 2017) and mandatory amortization. Liquidity may
become a greater concern through December 2018 if the company
pursues an acquisition strategy such that dependence on its
revolver is continued and cash balances remain light. Moody's
anticipates good cushion under the springing financial covenant
applicable to the revolver. The first lien term loan and unsecured
term loan do not have financial covenants. The first lien term loan
has 1% required amortization, with a bullet due at maturity. The
unsecured term loan has no required annual amortization, with a
bullet due at maturity.
The ratings outlook is stable reflecting Moody's expectations that
Certara will delever towards 6x and have strong revenue growth
(double digit) over the next 12-18 months.
The ratings could be upgraded if leverage is sustained under 6x and
free cash flow to debt is sustained in the mid-single digits.
The ratings could face downward pressure if liquidity stresses
force the company to rely significantly on the revolver, if Moody's
expects free cash flow will approach breakeven, or if leverage
remains above 7.5x.
The following ratings were assigned:
Issuer: EQT Avatar Holdings, Inc.
Corporate Family Rating - B3
Probability of Default Rating - B3-PD
First lien revolving credit facility - B2 (LGD3)
First lien term loan credit facility - B2 (LGD3)
Outlook -- Stable
The principal methodology used in these ratings was Software
Industry published in December 2015.
Certara Holdco, Inc. ("Certara") is a leading provider of drug
development simulation software and regulatory science publication
software and services. The company had revenues of about $140
million in the twelve month period ending March 31, 2017 (pro forma
for acquisitions). Certara is owned (pro forma) by private equity
group EQT (majority), Arsenal Capital Partners and Certara's
management.
ESPLANADE HL: Oct. 3 Auction of Three Algonquin Properties Set
--------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized the Bidding Procedures and
Assumption and Assignment Procedures of Esplanade HL, LLC and its
debtor-affiliates in connection with 2380 Esplanade Drive, LLC's
sale of its commercial real properties (i) located at 2380
Esplanade Drive in Algonquin, Illinois; (ii) Unit 100 located at
2390 Esplanade Drive, in Algonquin, Illinois; and (iii) Unit 300
located at 2390 Esplanade Drive, in Algonquin, Illinois.
The salient terms of the Bid Procedures are:
a. Auction: The Auction will be held at the offices of Goldstein
& McClintock LLLP, 111 W. Washington Street, Suite 1221, Chicago,
Illinois on Oct. 3, 2017 at 10:00 a.m. (CST).
b. Bid Deadline: Sept. 27, 2017 at 5:00 p.m. (CST)
c. Good Faith Deposit: 10% of the Purchase Price
d. Supplemental Objection Deadline: Oct. 4, 2017 at 5:00 p.m.
(CST)
e. Right to Credit Bid: First Midwest Bank will have the right
to credit bid. Its credit bid will be capped at the amount of
principal and contractual interest owed to it by 2380 Esplanade.
f. Closing of Sale: Closing of the purchase and sale of the
Purchased Properties to the Successful Bidder will occur no later
than 15 days following the entry of an order of the Court approving
the Agreement unless otherwise agreed to by the parties.
A copy of the Bidding Procedures, the Assumption and Assignment
Procedures, and the Auction Notice attached to the Order is
available for free at:
http://bankrupt.com/misc/Esplanade_HL_207_Order.pdf
In connection with the Sale of the Properties, First Midwest Bank
may credit bid its claim, provided, however, that such credit bid
will be capped at the amount of principal and contractual interest
owed to First Midwest Bank by 2380 Esplanade.
Subject to the final determination of the Court, the Debtor is
authorized to (i) determine (after consultation with First Midwest
Bank), in its discretion, which of the Qualified Bids submitted for
the Auction is the highest or otherwise best offer; and (ii)
properly reject any and all bids.
Within three days of the entry of the Order, the Debtor will serve
the Auction upon all Notice Parties. Additionally, the Debtor will
forward courtesy copies of the Auction Notice to all entities known
to the Debtor who have expressed an interest in a transaction with
respect to the Property during the last 12 months.
On Oct. 5, 2017 at 10:30 a.m. (CT) or as soon thereafter as counsel
may be heard, the Sale Hearing will be held, to consider the
issuance and entry of an Order, inter alia, approving the Sale of
the Properties free and clear of liens, claims, and encumbrances.
About Esplanade HL
Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each
filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct.
17, 2016. The petitions were signed by William Vander Velde III,
sole member and manager.
Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.
The Debtors have requested the joint administration of their
cases.
Judge Carol A. Doyle is the case judge.
The Debtors' attorneys are Harold D. Israel, Esq., and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP. A&G Realty
Partners, LLC, was retained as the Debtors' Real Estate Advisors.
EW SCRIPPS: Moody's Puts Ba2 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed Scripps (E.W.) Company (THE) Ba2
Corporate Family Rating (CFR) on Review for Downgrade (RUR), as
well as Ba2-PD Probability of Default (PD), the Baa2 Senior Secured
Bank Credit Facility and Ba2 Senior Unsecured notes. Moody's
reviews will focus on the pro forma projections for the combined
company, the strategic logic of the acquisition, the company's
financial policies, its growth strategy and commitment to de lever,
final capital structure, sources of alternate liquidity to repay
debt, and the appropriate rating triggers. The conclusion of review
will also be contingent on a high probability of closing.
These rating actions follow Scripp's announcement that it plans to
acquire the assets of Katz broadcast networks for approximately
$292 million, gaining full ownership and control after combining
its existing 5% minority investment. The transaction price implies
a purchase multiple of approximately 8x 2018 forecasted segment
profit, net of tax benefits created by the stepped up basis in the
assets. The transaction will be financed with cash, funded with
$250 million in new debt and $50 in cash on hand. Katz will
contribute approximately $180 million to revenue, and $30 million
to profit in 2018. The deal is expected to close October 2, subject
to Hart-Scott-Rodino clearance and customary closing conditions.
On Review for Downgrade:
Issuer: Scripps (E.W.) Company (The)
-- Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD
-- Corporate Family Rating, Placed on Review for Downgrade,
currently Ba2
-- Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Baa2 (LGD 1)
-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Ba2 (LGD 4)
Assignments:
-- Senior Secured Bank Credit Facility, Assigned Baa2 (LGD 1)
Outlook Actions:
-- Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The announced transaction adds considerable leverage, weakly
positioning Scripps in the rating category. Moody's projects pro
forma leverage at close will be near 4.8x (Moody's adjusted Debt/2
year average EBITDA), well above Moody's 3.75x rating tolerance.
Based on the company's forward plan, Moody's expects adjusted
leverage to fall back to about 4.0x by the end of 2019 --
sustaining leverage above Moody's trigger for at least 2 years. In
addition to the heightened leverage, Moody's believes the acquired
assets are relatively weaker than Scripp's existing broadcast
assets with lower margins. Also, despite the top-line growth
opportunities, there is some execution risk with a dependence on
successfully executing a shift in the revenue model and extending
its distribution beyond its current partners. Moody's also question
the company's commitment to de lever within Moody's tolerances if
they continue to allocate excess cash flow to shareholders while
they remain well above Moody's leverage tolerance.
E.W. Scripps (Scripps or the Company) Ba2 (RUR) CFR is supported by
very high-margin retransmission fees which now represent over 25%
of the revenue mix, and growing faster than 20% annually. Political
revenues also provide significant lift to revenues and EBITDA in
even years, during the election cycle. The company's rating also
benefits from its closely held ownership (family members of E.W.
Scripps) which has historically maintained balanced financial
policies that result in stable and predictable credit metrics and
good liquidity. This has provided cushion during down years and in
good years, the flexibility to invest in core programming as well
as new digital content and strategies.
The credit rating is constrained by exposure to cyclical ad demand,
competitive pressure with ad demand moving to digital and mobile
platforms, and lower-rated TV rankings spread across a range of
market sizes. Combined, these dynamics have led to weak core ad
revenue generated by 33 owned and operated broadcast stations,
reaching 18% of US households. Despite strong local news
programming which ranks #1 or #2 in some markets, and having close
to 85% of its audience, and over 50% of its stations and markets
located in the top 50 DMA's, there is growing pressure on the core
business as the media ecosystem is being disrupted by new and
existing streaming media service providers who are taking or
threatening to take share away from the traditional pay TV
distribution model. Scripps ownership in low-margin radio stations,
investment in digital properties which are producing operating
losses, and below-market rate retransmission contracts are also a
burden.
Headquartered in Cincinnati, OH and founded in 1878, The E.W.
Scripps Company is one of the largest pure-play television
broadcasters based on US household coverage (18%). Broadcasting
operations consist of 33 television stations (15 ABC affiliates, 5
NBC, 2 FOX, and 2 CBS among other networks) in 24 markets, 34 radio
stations (28 FM and 6 AM; roughly 10% of revenue) in eight markets,
television show productions, and the Scripps Washington Bureau in
Washington, D.C. The company's operations also include local and
national digital journalism and information businesses, such as
podcast provider Midroll Media and over-the-top news service Newsy.
The company is publicly traded with the Scripps family controlling
effectively all voting rights (93%) and an estimated 28% economic
interest with remaining shares being widely held. The company
reported $943 million in revenue in 2016, and $211 million through
the first quarter of 2017.
The principal methodology used in these ratings was Media Industry
published in June 2017.
EZRA HOLDINGS: Court Moves Exclusive Plan Filing Period to Nov. 13
------------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued an order extending the
exclusive periods during which only Ezra Holdings Limited and its
affiliated-debtors may file a Chapter 11 plan to November 13, 2017,
and solicit acceptances of such plan to January 12, 2018.
The Troubled Company Reporter has previously reported that the
Debtors asked the Court for an extension of their exclusive periods
alleging that development of a Chapter 11 plan requires addressing
the Debtors' complex capital structure and the need to review and
understand which of the Debtors and their respective affiliates may
add value to an exit strategy.
The Debtors claimed that although they have met with potential
lenders and investors, but to date none of those discussions
resulted in a definitive offer. In addition, the Debtors claimed
that given the challenges facing the oil and gas industry in
Singapore as well as the Debtors' business as a service provider
for other entities, it will require more time while this process
continues.
Accordingly, the Debtors were mindful of the time required to
continue to evaluate their assets, explore potential interest from
investors, lenders and even acquirers, as well as to conduct an
analysis of claims filed.
Ezra Holdings' primary assets relate to its interests in its
various operating business divisions, each of which has its own
complicated corporate and capital structures; the other Debtors'
assets relate primarily to supporting these affiliates and, as
such, are intimately tied to affiliates. The Debtors said although
they have already started the process of evaluating all of these
components to maximize value for their various stakeholders, but
such an endeavor has been inherently complex and time-consuming.
As such, the Debtors required sufficient time to consider plan
structure alternatives and the financial implications of each so
that the resulting plan serves the best interests of the Debtors
and their creditors.
Through prudent business decisions and cash management, the Debtors
believed that they will have sufficient resources to meet their
required post-petition payment obligations and manage their
businesses effectively through the effective date of a plan.
About Ezra Holdings
Founded in 1992, Ezra Holdings Limited --
http://www.ezraholdings.com/-- is an offshore contractor and
provider of integrated offshore solutions to the global oil and gas
industry. Ezra is incorporated in Singapore with its registered
office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316.
Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and moved
to the Mainboard of the Singapore Exchange since Dec. 8, 2005. It
also issued certain notes (S$150,000,000 4.875% Notes due 2018
comprised in Series 003) which have been listed on the Singapore
Exchange since 2013.
Ezra established and maintains an office in the United States
located at 75 South Broadway, Fourth Floor, Office Number 489,
White Plains, New York 10601. Ezra also has a wholly owned New
York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in
the United States of America with 200 shares at a nominal issue
price per share.
EMITS, a wholly owned subsidiary of Ezra, provides supporting
information technology services to each of the Ezra Group's
business divisions. Ezra Marine, another wholly owned subsidiary
of Ezra, has a leasehold interest in the marine base in Singapore
located at 51 Shipyard Road, Singapore 628139 and leases out the
base's facilities and provides various support services in
connection with the marine base to the Ezra Group's operating
entities.
Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd.
and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on
March 18, 2017, before the Honorable Robert D. Drain.
Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the
Debtors' Chapter 11 counsel. The Debtors tapped as general
Singapore counsel Drew & Napier LLC; and claims and noticing agent,
Prime Clerk LLC.
Ezra Holdings estimated $500 million to $1 billion in assets and
$100 million to $500 million in liabilities. The petitions were
signed by Tan Cher Liang, director.
The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and
certain of its affiliate companies filed voluntary Chapter 11
petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27,
2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been
placed under members' voluntary liquidation in Norway.
Ezra guaranteed substantial charter hire liabilities of the ECS
Group, as well as certain loans owed by the ECS Group to financial
institutions, Ezra faces potentially significant contingent
liability if the creditors call on the guarantees.
Ezra received statutory demands from Svenska Handelsbanken AB
(Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017,
and Feb. 6, 2017, respectively. These statutory demands have since
expired under Singapore law and these two creditors may commence
winding up applications against Ezra. Ezra also received a
statutory demand from VT Halter Marine, Inc. on March 9, 2017.
FANNIE MAE: Reports Net Income of $3.2 Billion in Second Quarter
----------------------------------------------------------------
Fannie Mae filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of $3.20
billion on $27.39 billion of total interest income for the three
months ended June 30, 2017, compared to net income of $2.94 billion
on $26.60 billion of total interest income for the three months
ended June 30, 2016. The increase in net income was due primarily
to an increase in credit-related income and a shift to investment
gains in the second quarter from investment losses in the first
quarter, partially offset by higher fair value losses on the
Company's risk management derivatives.
For the six months ended June 30, 2017, the Company reported net
income of $5.97 billion on $54.77 billion of total interest income
compared to net income of $4.08 billion on $53.93 billion of total
interest income for the same period during the prior year.
The Company's balance sheet as of June 30, 2017, showed $3.30
trillion in total assets, $3.30 trillion in total liabilities and
$3.71 billion in total stockholders' equity.
In recent periods, an increasing portion of Fannie Mae's net
interest income has been derived from guaranty fees rather than
from the Company's retained mortgage portfolio assets. This shift
has been driven by both the guaranty fee increases the company
implemented in 2012 and the reduction of the Company's retained
mortgage portfolio. More than 75 percent of the Company's net
interest income in the first half of 2017 was derived from its
guaranty business. The Company expects that guaranty fees will
continue to account for an increasing portion of its net interest
income.
"Our results reflect the strength of our business model and the
momentum of our strategy," said Timothy J. Mayopoulos, president
and chief executive officer. "We are focused on helping lenders
save time and money, making the mortgage process easier, and
expanding access to credit in ways that make sense. We will
continue to deliver innovative solutions that help our customers
succeed, improve the mortgage process, and create safe and
sustainable opportunities for families to own or rent a home."
Fannie Mae expects to remain profitable on an annual basis for the
foreseeable future; however, certain factors, such as changes in
interest rates or home prices, could result in significant
volatility in the Company's financial results from quarter to
quarter or year to year. Fannie Mae's future financial results
also will be affected by a number of other factors, including: the
Company's guaranty fee rates; the volume of single-family mortgage
originations in the future; the size, composition, and quality of
its retained mortgage portfolio and guaranty book of business; and
economic and housing market conditions. Although Fannie Mae
expects to remain profitable on an annual basis for the foreseeable
future, due to the Company's limited and declining capital reserves
(which decrease to zero in 2018) and the potential for significant
volatility in its financial results, the company could experience a
net worth deficit in a future quarter. If Fannie Mae experiences a
net worth deficit in a future quarter, the company will be required
to draw additional funds from Treasury under the senior preferred
stock purchase agreement to avoid being placed into receivership.
Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008. Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the Director of FHFA has
declared and directed Fannie Mae to pay dividends to Treasury on a
quarterly basis since the company entered into conservatorship in
2008.
Fannie Mae provided approximately $135 billion in liquidity to the
mortgage market in the second quarter of 2017, through its
purchases of loans and guarantees of loans and securities, which
resulted in:
-- Approximately 316,000 home purchases
-- Approximately 222,000 mortgage refinancings
-- Approximately 162,000 units of multifamily housing financed
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/kWipzI
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly
known as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac.
Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was
established by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury. The Treasury committed to invest up to $200
billion in preferred stock and extend credit through 2009 to keep
the GSEs solvent and operating. Both GSEs are still operating
under the conservatorship of the Federal Housing Finance Agency
(FHFA).
In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.
FAUSER OIL: Wants Plan Filing Deadline Moved to November 30
-----------------------------------------------------------
Fauser Oil Co., Inc. and its affiliates request the U.S. Bankruptcy
Court for the Northern District of Iowa to extend by approximately
three months to:
-- November 30, 2017, the deadline to file a chapter 11 plan,
and
-- January 29, 2017, the deadline to solicit acceptances of
such plan.
Unless the Court extends the deadline for filing such a plan, the
exclusive period in which the Debtors are the only parties
authorized to file a plan will expire on August 22, 2017, and the
deadline to obtain acceptance of such filed plan will expire on
October 21.
The Debtors maintain that such an extension will provide them
additional time to quantify all allowed claims, to complete the
sale process, and to provide the means to pay all of their
creditors in full under its own natural timeline.
The Debtors tell the Court that when the U.S. Bank National
Association abruptly terminated a long-term lending relationship
with Debtors. The Debtors contend that after the U.S. Bank
notified them on March 24, 2017 that it would not continue to
extend credit, the Debtors had no choice but to immediately cease
operating the wholesale fuel business of Fauser Oil and to quickly
sell what remained of the wholesale business of Dawson Oil
Company.
Moreover, the Debtors relate that the Iowa Department of Revenue
has levied their bank accounts on April 13, 2017 for fuel taxes
that accrued in February 2017, even though they had never been past
due on their taxes, and did so without providing the requisite
statutory notices. This lien on the Debtors' cash impaired their
ability to access their remaining working capital, and forced them
to file this Case.
The Debtors also relate that in late June, Paul Fauser decided to
pursue a sale of the assets of two of the Debtors -- some of the
assets of Fauser Oil and all of the assets of Ron's L.P. Gas
Service -- as the basis for the Plan for dealing with the debt of
those two companies. The Debtors submit that all of their primary
debts reside with Fauser Oil, with the remaining Debtors being
obligated in immaterial amounts to third-party creditors and
materially on guarantees of the debts of Fauser Oil. Accordingly,
the Debtors allege that resolution of Fauser Oil's obligations
through a sale of its assets, and the assets of Ron's, will
facilitate the plans for the other entities to deal with whatever
obligations might be left.
While the sale process is well underway, but the Debtors claim that
it has not yet resulted in a signed asset purchase agreement. The
Debtors contend that its management, advisors and legal counsel are
in serious negotiations on an asset purchase agreement with one
buyer, and have been in contact with about 15 other potential
buyers for the same assets.
Based on the progress made to date on a sale document, the Debtors
believe it is likely that they will not need the full extension to
November 30, 2017, to file a plan, but given the nature of the
business (petroleum and petroleum-related products), it is possible
that even a further extension would be needed.
Additionally, the Debtors believe that if the sale proceeds on the
terms currently negotiated, there is a very good possibility that
all of the creditors in these cases will be paid in full from sale
proceeds before the extended Exclusivity Period expires. However,
the Debtors allege that the claims bar date matured only earlier
this week, and the Debtors have not had the opportunity to fully
analyze all of the claims that were filed prior to the bar date. As
such, the Debtors assert that they need time to review claims see
the sale process to completion.
About Fauser Oil Co., Inc.
Elgin, Iowa-based Fauser Energy Resources, Inc. --
http://www.fauserenergy.com/-- supplies and delivers propane and
fuel products to residential and commercial customers throughout
the Midwest region of the U.S.
Fauser Oil Co. Inc., Fauser Energy Resources Inc., Fauser Transport
Inc. and Ron's L.P. Gas Service LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 17-00466)
on April 24, 2017. Paul Fauser, president, signed the petition.
At the time of the filing, Fauser Energy estimated its assets and
debts at $1 million to $10 million.
Judge Thad J. Collins presides over the case.
Sweet DeMarb LLC serves as counsel to the Debtors, with the
engagement led by James D. Sweet, Esq. and Rebecca R. DeMarb, Esq.
Yara El-Farhan Halloush, Esq. of Halloush Law Office, P.C., is the
Debtors' local co-counsel. Ravinia Capital LLC, as investment
banker and financial advisor
On May 12, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors for Fauser Oil. No
creditors' committee has been appointed for the other Debtors. The
Fauser Oil Committee retained Pepper Hamilton as legal counsel. The
Committee hired Cutler Law Firm, P.C., as associate counsel.
FINJAN HOLDINGS: Will Host its Q2 Shareholder Update on Aug. 10
---------------------------------------------------------------
Finjan Holdings, Inc., will host a shareholder update call to
discuss its second quarter 2017 results along with its focus on
other strategic objectives on Thursday, Aug. 10, 2017, at 1:30 p.m.
Pacific Time/4:30 p.m. Eastern Time.
Analysts, investors, and other interested parties may access the
conference call by dialing 1-855-327-6837. International callers
can access the call by dialing 1-631-891-4304. An archived audio
replay of the conference call will be available for 2 weeks
beginning at 4:30 pm Pacific Time on Aug. 10, 2017, and can be
accessed by dialing 1-844-512-2921 and providing access code
10003343. International callers can access the replay by dialing
1-412-317-6671. The call will also be archived on Finjan's
investor relations website.
About Finjan
Established 20 years ago, Finjan Holdings, Inc. (NASDAQ: FNJN)
formerly Converted Organics Inc. -- http://www.finjan.com/-- is a
globally recognized leader in cybersecurity. Finjan's inventions
are embedded within a strong portfolio of patents focusing on
software and hardware technologies capable of proactively detecting
previously unknown and emerging threats on a real-time,
behavior-based basis.
Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $12.60 million for the year
ended Dec. 31, 2015, and a net loss of $10.47 million for the year
ended Dec. 31, 2014.
As of March 31, 2017, Finjan had $29.85 million in total assets,
$6.54 million in total liabilities, $6.26 million in series A
preferred stock, and $17.04 million in total stockholders' equity.
FRANCOS TRUCKING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Francos Trucking, LLC,
a New Mexico Limited Liability Company
PO Box 440
Carlsbad, NM 88221
Type of Business: The Company owns a trucking company in
Carlsbad, New Mexico. It is a small
business Debtor as defined in 11
U.S.C. Section 101(51D), whose principal
assets are located at 1012 East Haston Road
Carlsbad, NM 88220.
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-12017
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Judge: Hon. Robert H. Jacobvitz
Debtor's Counsel: R Trey Arvizu, III, Esq.
ARVIZULAW.COM, LTD.
PO Box 1479
Las Cruces, NM 88004-1479
Tel: 575-527-8600
Fax: 575-527-1199
E-mail: trey@arvizulaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert L. Franco, II, organizer/managing
member.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-12017.pdf
GARDEN FRESH: Has Until October 30 to File Plan of Reorganization
-----------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods within which
only Fresh-G Restaurant Intermediate Holding, LLC (f/k/a Garden
Fresh Restaurant Intermediate Holding, LLC) and its affiliated
Debtors may file a chapter 11 plan and solicit acceptances to the
plan through October 30, 2017 and December 27, 2017, respectively.
The Troubled Company Reporter has previously reported that the
Debtors asked the Court to extend their exclusivity periods,
telling the Court that termination of the Exclusive Periods would
adversely impact their efforts to preserve and maximize the value
of these estates and the progress of these Chapter 11 cases.
The Debtors recounted that since their last requested extension,
they have expended considerable effort continuing to address
various items related to the consummation of the sale of
substantially all of the Debtors' assets. In particular, the
Debtors said that they have assisted the Purchaser with the
assumption and assignment of executory contracts and unexpired
leases, and rejected those executory contracts and leases that the
purchaser, GFRC Promotions LLC, does not wish assumed and assigned
and which provide no further economic benefit to the Debtors.
Due to the scope of the Debtors' prepetition operations, the
Debtors claimed that attending to these contract and lease issues
has proven to be a significant task. In addition, the Debtors
alleged that they were continuing to assist the Purchaser with its
reconciliation of those claims arising under Section 503(b)(9) of
the U.S. Bankruptcy Code. However, the Debtors' current Exclusive
Periods simply have not afforded the Debtors with sufficient time
to address these issues, as well as other issues, that have arisen
in connection with the consummation of the Sale, while
simultaneously planning the best manner in which to wrap-up these
cases.
The Debtors contended that they have made significant and material
progress in these Chapter 11 cases. In particular, the Debtors
conducted a thorough marketing process, successfully obtained
approval of the Sale, and closed the Sale. The Debtors have been
and will be continuing to work with the Purchaser to assume and
assign to the Purchaser certain executory contracts and unexpired
leases related to the Purchased Assets, and reconcile the Sec.
503(b)(9) Claims.
The Debtors assured the Court that because the Debtors' undisputed
post-petition obligations continue to be paid, the requested
extension of the Exclusive Periods will not prejudice the
legitimate interests of post-petition creditors.
About Garden Fresh Restaurant
Intermediate Holding, LLC
Founded in 1978 and headquartered in San Diego, California, Garden
Fresh owns of 123 Souplantation and Sweet Tomatoes restaurants
across 15 states. Garden Fresh has 5,500 employees, approximately
5,000 of whom are employed on an hourly basis.
Fresh-G Restaurant Intermediate Holding, LLC fka Garden Fresh
Restaurant Intermediate Holding, LLC, and its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case Nos.16-12174 to 16-12178)
on Oct. 3, 2016. The petitions were signed by John D. Morberg,
chief executive officer.
The Debtors have hired Morgan, Lewis & Bockius LLP as general
counsel; Young, Conaway, Stargatt & Taylor, LLP, as local counsel;
Piper Jaffray Companies as financial advisor; and Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent.
At the time of the filing, Garden Fresh Restaurant Intermediate
Holdings estimated assets and debts at $0 to $50,000.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13, 2016,
appointed five creditors of Garden Fresh Restaurant Intermediate
Holdings, LLC, et al., to serve on the official committee of
unsecured creditors.
The Debtor has changed its name to Fresh-G Restaurant Intermediate
Holding, LLC following the sale of the Company's assets to GFRC
Holdings, which comprised a group of prepetition term loan lenders
affiliated with Cerberus Capital Management, L.P. and Ares Capital
Corp. The buyer submitted the only qualified bid -- a credit bid
$95 million against the debt it held against the Debtors plus an
agreement to assume certain of the company's liabilities post-sale
-- which was approved by the Court in January 2017.
GATOR EQUIPMENT: Morea Buying Houma Property for $720K
------------------------------------------------------
Gator Equipment Rentals of Iberia, LLC, and affiliates, ask the
U.S. Bankruptcy Court for the Western District of Louisiana to
authorize the sale of real property located at 603 Apache, Houma,
Terrebonne Parish, Louisiana, also known as Lot 10 Block 12, Addn
3, Sugar Mill Point Estates, to Mark Morea for $720,000.
On Jan. 13, 2017, Gator Equipment filed their Schedules indicating
an ownership interest in Apache Property, which is located on
Apache Road in Houma, Louisiana. The Debtors acquired the property
from Lovencie John Gambarella and Joey Don Pierce in his capacity
as the duly appointed Independent Administrator for the Succession
of Betty Rae Gambarella, Probate No. 22901, Div. E, 32nd JDC, via
that Sale Subject to Mortgage dated Nov. 22, 2017, recorded in the
Parish of Terrebonne as File Number 1521595, Conveyance Book 2482,
Page 565. Lovencie John Gambarella and Joey Pierce are both
insiders of the Debtor.
On May 12, 2017, the Court entered an order approving the
employment of Barbara Womack-Lirette of Proprie'te' Shoppe Real
Estate, LLC to market and sell the Apache Property. The Realtor is
entitled to a 3% commission on the sale price.
After marketing, the Debtors have received an offer to purchase the
Apache Property from the Purchaser for the purchase price of
$720,000 according the terms and conditions set forth in the
Purchase Agreement. The PA contains usual and customary terms and
conditions normally contained in a residential property purchase.
It provides for a very straightforward sale process. The Purchaser
has deposited $2,500 in cash with Realtor as a deposit. He will
pay $720,000 cash at closing (including application of the
deposit).
The Closing will occur as soon as reasonably practical. The PA
does not provide for any further investigation or other due
diligence for the Buyer. The only condition to closing is the
approval by the Court. The Buyer is not entitled to any breakup or
similar fee if it is ultimately not the successful purchaser of the
Apache Property. The Debtors propose to sell the Apache Property
"as is, where is" without warranties, and free and clear of Liens
and Claims.
A copy of the PA attached to the Motion is available for free at:
http://bankrupt.com/misc/Gator_Equipment_413_Sales.pdf
The known Liens and Claims on the Apache Property are:
a. Multiple Indebtedness Mortgage by Lovencie John
Gambarella and Betty Rae Hollingsworth Gambarella aka Betty Rae
Gambarella (Gator Equipment) in favor of Regions Bank in the amount
of $4,254,900 dated 9/9/2011 filed 9/12/2011 in MOB 2397, page 279,
Entry No. 1381917
b. Final Judgment in favor of Biel Rio, LLC against SVM
Development, LLC, Lovencie J. Gambarella, Jr., and Michael B.
Hewitt in the amount of $765,005 rendered 8/21/2013 filed
10/11/2013 in MOB 2607, page 157, Entry No. 1439034. Vs no.
2011-CA-00651
c. Final Judgment in favor of Biel Rio, LLC against
Patriot Development, LLC, Michael B. Hewitt, K. Edwin Stanford, and
Lovencie J. Gambarella, Jr. in the amount of $196,166 rendered
9/9/2013 filed 10/11/2013 in MOB 2607, page 153, Entry No. 1439033.
Vs no. 2011-CA-649
d. Final Judgment of Deficiency in favor of Biel Rio, LLC
against Calhoun Properties, LLC, Lovencie J. Gambarella, Jr., and
Michael B. Hewitt in the amount of $163,046 rendered 5/26/2013
filed 10/11/2013 in MOB 2607, page 149, Entry No. 1439032. Vs no.
2011 CA 003353
e. Final Judgment in favor of Biel Rio, LLC against
Patriot Development, LLC, Michael B. Hewitt, K. Edwin Stanford, and
Lovencie J. Gambarella, Jr., in the amount of $196,166 rendered
9/9/2013 filed 11/21/2013 in MOB 2616, page 424, Entry No 1441860.
Vs no. 2011-CA-649
f. Final Judgment of Deficiency in favor of Biel Reo, LLC
against Calhoun Properties, LLC, Lovencie J. Gambarella, Jr., and
Michael B. Hewitt in the amount of $163,046 rendered 5/26/13 filed
11/21/2013 in MOB 2616, page 419, Entry No. 1441859. Vs no. 2011 CA
003353
g. Final Judgment in favor of Biel Reo, LLC against SVM
Development, LLC, Lovencie J. Gambarella, Jr., and Michael B.
Hewitt in the amount of $765,005 rendered 8/21/20163 filed
11/21/2013 in MOB 2616, page 414, Entry No. 1441858. Vs no.
2011-CA-00651
h. Default Judgment in favor of Bay Loop Development, LLC
against Lovencie J. Gamberella in the amount of $16,558 rendered
9/3/2014 filed 9/10/2014 in MOB 2683, page 845, Entry No. 1462553.
Vs no. 14-6333
i. Default Judgment in favor of Bay Loop Development, LLC
against Lovencie J. Gamberella in the amount of $19,790 plus
interest and fees rendered 2/3/15 filed 2/6/2015 in MOB 2717, page
25, Entry No. 1473604. Vs no. 14-6333
j. Proof of Claim in favor of 1st Source Bank against the
Succession of Betty Rae Gambarella in the amount of $652,825 dated
8/24/2016 filed 9/13/2016 in MOB 2859, page 278, Entry No. 1516133
k. Amended Judgment in favor of Regions Bank against
Gator Equipment Rentals, LLC, Gator Equipment Rentals of Fourchon,
LLC, Gator Crane Services, LLC, Gator Equipment Rentals of Iberia,
LLC, Lovencie John Gambarella, Joey Don Pierce (in his capacity as
the Independent Administrator for the succession of Betty Rae
Gambarella), Norman J. Schieffler, Jr., Misty Lynn Schieffler, Joey
Don Pierce (individually), and Shanna Guidry Pierce, in the amount
of $3,997,656, $410,324, $39,0084, $1,061, plus costs, etc,
rendered 10/3/2016, filed 10/20/2016 in MOB 2871, page 160, Entry
No. 1519044. Vs no. 15-05084
l. Delinquent Tax Notice filed by the Terrebonne Parish
Sheriff's Office for non-payment of 2016 property taxes by Lovencie
John Gambarella & Betty, in the amount of $6,784, plus interest and
fees, dated 6/28/2017, filed 6/28/2017 in MOB 2929, Entry No.
1536963.
To satisfy the Liens and Claims described, the Debtors ask approval
on distributing the proceeds of the sale as follows: (i) first,
payment of all necessary costs of the sale paid by sellers at
closing, including cancellation charges, recordation charges, real
estate taxes and other closing costs attributable to the estate.
Debtors estimate such costs to be $250; (ii) second, $28,800 to
Realtor for 3% commission; (iii) third, the remainder to Regions
Bank up to the amount of its outstanding allowed claim; and (iv)
fourth, the remainder (if any) to be held in escrow pending further
order of the Court. The Debtors do not anticipate any remainder
under the last section.
The Debtors' decision to sell the Apache Property to the Purchaser
is based on its sound business judgment. The Apache Property is a
significant asset of their estates, and is not necessary for
ongoing business operations. Its sale will help expedite payment
to the holders of allowed claims. Accordingly, the Debtors ask the
Court to approve the relief requested.
As time is of the essence to the proposed sale, the Debtors ask the
Court waive the 14-day automatic stay of any final order granting
the Motion and order that the final relief requested in the Motion
may be immediately available upon the entry of an order approving
the proposed Sale.
About Gator Equipment Rentals
Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of
Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment
Rentals, LLC, are engaged in the equipment rental business. Most
of the equipment rented is used in the construction and oil and
gas
industries.
The Debtors filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
Nos. 16-51667) on Dec. 5, 2016. Judge Robert Summerhays oversees
the Debtors' cases. The Debtors are represented by Paul Douglas
Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond,
Esq., at Stewart Robbins & Brown LLC. They also have employed
BlackBriar Advisors, LLC to provide a chief restructuring officer;
and Gordon Brothers Asset Advisors, LLC, as equipment appraisers.
Gator Equipment Rentals of Iberia and Gator Equipment Rentals of
Fourchon each listed under $50,000 in assets and between $1
million
and $10 million in liabilities. Gator Crane Service, and Gator
Equipment Rentals listed between $1 million and $10 million in
both
assets and liabilities.
GRACIOUS HOME: Plan Filing Exclusivity Extended Until Sept. 11
--------------------------------------------------------------
Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District Court of New York issued a second order extending
the exclusive period in which Gracious Home LLC and its
affiliated-debtors may file a chapter 11 plan through September 11,
2017, and their exclusive period to solicit acceptances for their
chapter 11 plan through November 10.
The Troubled Company Reporter has previously reported that the
Debtors sought further extension of their exclusive periods in
order to negotiate the terms of a confirmable plan with the
creditors' committee and their other constituencies.
The Debtors alleged that they have used the last 150 days to
accomplish various objectives through this Chapter 11 process.
First, as demonstrated in the Debtors' first motion to extend the
Exclusive Periods, the Debtors needed to essentially restart their
business upon filing their Chapter 11 petitions. As part of that
process, the Debtors consolidated into a single location. The
Debtors were able to accomplish the foregoing by obtaining debtor
in possession financing to re-finance existing indebtedness with an
existing creditor.
While effecting a restart of the Debtors business, the Debtors and
their professionals were also actively engaged in an extensive
marketing campaign for a sale of the Debtors assets or other
potential investment/acquisition structure. This process included
solicitation of interest from approximately 100 parties and
entering into non-disclosure agreements with 30 parties.
Ultimately, after a successful marketing campaign, the Debtors
entered into an Asset Purchase Agreement with the Purchaser for the
sale of the Debtors' assets. The Debtors said that one of their
main focus during the past 150 days was to ensure that this process
occurred while the Debtors still had enough liquidity to continue
their operations.
The Debtors claimed that theses Chapter 11 cases involve
approximately 1,500 creditors and parties-in-interest. Accordingly,
the Debtors said that the complexity of formulating and negotiating
a viable plan that accommodates the economic interests of each
creditor necessitates additional time to permit the debtors to
continue discussions with the varied creditor groups. In light of
the sale of their assets, the Debtors claimed that additional time
would be necessary to form a viable liquidating plan.
About Gracious Home LLC
Founded in 1963, Gracious Home LLC began as a small neighborhood
hardware store on Manhattan's Upper East Side. Today, Gracious Home
operates a housewares and home furnishings business at various
leased retail store and warehouse locations and an internet-based
business, all under the name "Gracious Home." Its retail locations
are located at:
(a) 1992 Broadway, New York, NY 10023;
(b) 1210-1220 Third Avenue, New York, NY;
(c) 1201 Third Avenue, New York, NY 10021; and
(d) 45 West 25th Street, New York, NY 10010.
Gracious Home LLC and its affiliates filed for bankruptcy
protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016.
The Debtors estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Joseph J. DiPasquale, Esq., at Trenk,
Dipasquale, Della Ferra & Sodono, P.C., as counsel; Saul Ewing LLP
as special employment counsel; and K&L Gates LLP as special
intellectual property counsel. The Debtors also tapped B. Riley &
Co. as restructuring advisor; A&G Realty Partners, LLC, as real
estate advisor; and Prime Clerk LLC as claims and noticing agent;
Citrin Cooperman & Company, LLP, as tax advisor.
The Office of the U.S. Trustee on Jan. 6, 2017, appointed five
creditors to serve on an official committee of unsecured creditors.
The Committee retained Seward & Kissel LLP as counsel, and Wyse
Advisors, LLC, as financial advisor.
GREENSTAR HOSPITALITY: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Greenstar Hospitality LLC as of
August 2, according to a court docket.
Greenstar Hospitality LLC owns and operates a business known as the
Cabana Motel located at 665 E. Windsor Street, Othello Washington.
Greenstar Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Wash. Case No. 17-12815) on June 22, 2017, estimating
its assets and liabilities at between $1 million and $10 million.
The petition was signed by Ahmed Fataftah, managing member.
Judge Timothy W. Dore presides over the case. Lamont S. Bossard,
Jr., Esq., at Iwama Law Firm, serves as the Debtor's bankruptcy
counsel.
GUP'S HILL PLANTATION: Sale of Edgefield Property for $790K Denied
------------------------------------------------------------------
Judge David R. Duncan of the U.S. Bankruptcy Court for the District
of South Carolina denied Gup's Hill Plantation, LLC's sale of The
Edgefield Inn, located at 702 Augusta Road, Edgefield, South
Carolina, to Mahesh Patel for $790,000.
The United States Trustee filed a response to the Motion to Sell on
July 18, 2017. Apex Bank filed a response to the Motion to Sell on
July 20, 2017.
A hearing was held on Aug. 1, 2017. At the conclusion of the
hearing the Court denied the Motion to Sell. The Motion to Sell
asks authority to sell the Property free and clear of all liens.
Apex is the owner of the first mortgage lien on the Edgefield Inn.
It objected on the grounds that none of the scenarios in Section
363(f)(1)-(5) of the Bankruptcy Code are satisfied. The aggregate
value of all liens on the Edgefield exceeds the proposed purchase
price of $790,000. Therefore, Section 363(f)(3) is not met. Apex
further contends that its lien is not in dispute, so Section
363(f)(4) cannot be met.
The Debtor argues the aggregate amount of liens on the Edgefield
Inn is less than the proposed purchase price and a bona fide
dispute exists as to Apex's interest, because Apex improperly
applied adequate protection payments. However, even applying the
legal authority regarding the proper application of adequate
protection payments in the view most favorable to the Debtor, the
proposed sale price is still less than the aggregate value of all
liens on the Property.
Apex has not consented to the Motion to Sell. Therefore, grounds
to sell the property do not exist under Section 363. Accordingly,
the Court denied the Debtor's Motion to Sell.
About Gup's Hill
Gup's Hill Plantation, LLC, owns a hotel called the Edgefield Inn,
commercial and residential real estate properties, and timberland
properties.
Gup's Hill Plantation, LLC -- aka Edgefield Inn, LLC and aka
Rainsford Holdings, LLC -- filed a Chapter 11 petition (Bankr. D.
S.C. Case No. 15-04386) on Aug. 18, 2015. The petition was signed
by Bettis C. Rainsford, sole member.
The Hon. David R. Duncan presides over the case.
Carl F. Muller, Esq., at Carl F. Muller, Attorney At Law, P.A.,
serves as the Debtor's counsel.
GV HOSPITAL: Newco to Pay MedOne $141,000 Plus Sales Tax in Cash
----------------------------------------------------------------
GV Hospital Management, et al., filed with the U.S. Bankruptcy
Court in Arizona a disclosure statement dated July 31, 2017, in
support of the Debtors' amended joint plan of liquidation dated
July 31, 2017.
Unless otherwise agreed by the Plan Proponents and Med One, Class 3
MedOne Claim will be paid $141,000, plus any applicable sales tax,
by Newco in cash, certified funds or wire transfer on the Effective
Date, or as soon thereafter as practical, in full and complete
satisfaction of the Allowed MedOne Claim. MedOne will cooperate
with Plan Proponents and Newco and execute any document reasonably
necessary to acknowledge, record or effectuate the treatment
afforded MedOne under the Plan, including the release of its
security interest upon payment. Class 3 is impaired under the
Plan.
Unless otherwise agreed by the Plan Proponents and the holder of a
Class 6A Claim, each GVH General Unsecured Claim, which is an
allowed claim by a final court order of the Court, will be paid pro
rata pursuant to the GVH Liquidating Trust Agreement. Class 6A is
impaired under the Plan. The percentage of the claim, if any, that
will be paid is unknown at this time.
Unless otherwise agreed by the Plan Proponents and the holder of a
Class 6B Claim, each Management General Unsecured Claim, which is
an allowed claim by a final court order of the Court, will be paid
pro rata pursuant to the GVH Liquidating Trust Agreement. Class 6B
is impaired under the Plan. The percentage of the claim, if any,
that will be paid is unknown at this time.
Unless otherwise agreed by the Plan Proponents and the holder of a
Class 6C Claim, each GVII General Unsecured Claim, which is an
allowed claim by a final court order, will be paid pro rata
pursuant to the GVH Liquidating Trust Agreement. Class 6C is
impaired under the Plan. The percentage of the claim, if any, that
will be paid is unknown at this time.
As is set forth in the GVH Liquidating Trust Agreement, in the
absence of substantive consolidation each holder of an Allowed
General Unsecured Claim will be paid pro rata with the other
holders of Allowed General Unsecured Claims in its subclass from
the assets available for distribution to members of that subclass.
In the event of substantive consolidation, the holders of all
Allowed General Unsecured Claims in Classes 6A, 6B, and 6C will be
paid pro rata with all other holders of Allowed General Unsecured
Claims in subclasses.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb17-03351-287.pdf
As reported by the Troubled Company Reporter on July 10, 2017, GVHM
filed a liquidating plan that would be funded from the sale of
substantially all assets of the company, Green Valley Hospital LLC
and GV II Holdings LLC. These assets would be transferred to
"Newco" on the effective date of the plan. Under the plan, each
Class 6 general unsecured claim would be paid pursuant to the GVH
liquidating trust agreement.
About GV Hospital Management LLC
Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is
a licensed and general acute care hospital open 24 hours a day,
seven days a week. It cost more than $75 million to construct and
equip. The facility opened in May of 2015. The hospital is a
49-bedgeneral acute care hospital with a 12-bed emergency
department. The hospital currently has 337 employees and has
credentialed over 232 physicians on its medical staff.
GV Hospital Management, LLC dba Green Valley Hospital, and its
affiliates Green Valley Hospital, LLC dba Green Valley Hospital and
GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D. Ariz.
Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on April
3, 2017. Grant Lyon, chairman of the Board, signed the petitions.
The cases are jointly administered.
GV Hospital Management estimated $50 million to $100 million in
assets and liabilities. Green Valley Hospital estimated $1 million
to $10 million in assets and up to $100 million in liabilities. GV
II Holdings estimated under $1 million in assets and $50 million to
$100 million in liabilities.
The cases are assigned to Judge Scott H. Gan.
The Debtors are represented by S. Cary Forrester, Esq., and John R.
Worth, Esq., at Forrester & Worth, as bankruptcy counsel. The
Debtors hired Edwards Largay Mihaylo & Co., PLC as tax accountant.
The Office of the U.S. Trustee on May 17 appointed an official
committee of unsecured creditors. The committee hired Perkins Coie
LLP as bankruptcy counsel.
HARDROCK HDD: Needs Until October 12 to File Plan of Reorganization
-------------------------------------------------------------------
HardRock HDD, Inc. and its affiliated-debtors request the U.S.
Bankruptcy Court for the Eastern District of Michigan to extend the
exclusive deadlines to file a plan of reorganization, until October
12, 2017, and to solicit acceptances thereof until December 12.
Pursuant to the Court's Chapter 11 Case Management Order
Establishing Deadlines and Procedures dated June 6, 2017, the
deadline for the Debtors to file their plan is August 28.
The Debtors contend that cause exists to grant an extension of the
Exclusive Periods and the Plan Filing Deadline, among others:
(a) The Debtors are making progress towards the stabilization
of their income, as is necessary for the development of their
financial projections and their funding of the plan.
(b) The Debtors are exploring options for the funding of a
plan which would enable them to accelerate payment in comparison
with a plan which is wholly dependent upon the Debtors' earnings.
(c) Extending the deadlines will give the Debtors sufficient
time to try and negotiate a consensual plan with the Debtors'
secured lenders (including but not limited to De Lage Landen
Financial Services, Inc., Old National Bank, CP Federal Credit
Union, and People's United Equipment Finance Corp.), the US Dept.
of Treasury and other creditors.
(d) HardRock is engaged in litigation with Rohl Networks LP,
as such, extending the deadlines will give the Debtors and Rohl
ample time to try and negotiate a global resolution.
Accordingly, the Debtors believe that extending the deadlines will
provide them ample time to better determine the best means to
reorganize or restructure their operations.
About Hardrock HDD
Hardrock HDD, Inc., is a privately held utility contractor based in
Jackson, Michigan.
HardRock HDD, Inc. (Bankr. E.D. Mich. Case No. 17-46425), and
affiliates Patrick Leasing, L.L.C. (Bankr. E.D. Mich. Case No.
17-46440), and Patrick Horizontal Drilling, L.L.C. (Bankr. E.D.
Mich. Case No. 17-46446) filed for Chapter 11 bankruptcy protection
on April 28, 2017. The petitions were signed by Jeffery Patrick,
authorized agent.
Judge Phillip J. Shefferly presides over the cases.
Thomas R. Morris, Esq., at Silverman & Morris, P.L.L.C., serves as
the Debtors' bankruptcy counsel. The Debtors tapped John R. Herrig,
Esq. at Herrig & Vogt, LLP as special co-counsel and Matthew J.
Coffey, Esq. at Fordney & Coffey to act as special lead counsel to
represent them in the Wayne Rohl Litigation, and in connection with
the Oakland Rohl Claims.
HardRock HDD estimated assets and liabilities between $1 million
and $10 million. Patrick Leasing estimated assets between $500,000
and $1 million and liabilities between $1 million and $10 million.
Patrick Horizontal estimated its assets at between $100,000 and
$500,000 and liabilities at between $1 million and $10 million.
No trustee or examiner has been appointed in these cases, nor was
any committee of unsecured creditors formed.
HARKEY OPERATING: Exclusivity Periods Extended Through October 5
----------------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada issued an order extending Harkey Operating
Trust's exclusivity period to October 5, 2017.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court for a 90-day exclusivity period extension,
telling the Court that its newly retained counsel needs time to
familiarize himself with the case.
About Harkey Operating Trust
Harkey Operating Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-40660) on March 9,
2017. The petition was signed by Michael E. Harkey, co-trustee.
The case is assigned to Judge Kathleen H. Sanberg. The Debtor
hired Wendy Alison Nora, Esq., at Access Legal Services, as
bankruptcy counsel. It later engaged the Law Office of David A.
Riggi, as new counsel. The Law Office of Wayne M. Pressel, Chtd.
serves as special counsel.
At the time of the filing, the Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.
HAROLD ROSBOTTOM: Condominium Part of Bankruptcy Estate
-------------------------------------------------------
The bankruptcy court granted summary judgment in favor of the
bankruptcy trustee, finding Harold Rosbottom's condominium in
Dallas was part of his bankruptcy estate. The district court
disagreed and reversed the grant of summary judgment. The U.S.
Court of Appeals, Fifth Circuit, agrees with the bankruptcy court,
and thus reverses the district court's decision.
During their marriage, Debtor Harold L. Rosbottom, Jr., and his
then-wife Leslie B. Fox resided with their two children in a home
in Shreveport, Louisiana. At the time, Rosbottom was a
businessman, and he and Fox owned the home as community property.
In 2005, Fox filed for divorce in Dallas, Texas, where she and
Rosbottom had moved. Rosbottom later purchased a condominium at The
Vendome in Dallas for $1,900,000. Rosbottom used his portion of the
sale proceeds from the residence to finance his purchase of the
Vendome condominium. Rosbottom later transferred title to the
condominium to the Rosbottom Trust. Fox also used her share of the
sale proceeds to purchase a residence in Dallas.
Rosbottom filed for bankruptcy in 2009. The bankruptcy court
appointed Gerald Schiff as trustee after it noticed irregularities
in Rosbottom's bankruptcy filings. Rosbottom was later convicted of
conspiring to commit bankruptcy fraud, illegally transferring and
concealing assets, and falsifying an oath. Rosbottom is now
incarcerated. After the bankruptcy court confirmed the Chapter 11
reorganization plan, Schiff and Fox sought "a declaratory judgment
that [the] condominium in Dallas belonged to the bankruptcy estate,
rather than a trust, because the transactions purportedly creating
the trust violated Louisiana community property law, thereby
depriving them of any effect."
Until Schiff and Fox filed their adversary action, the Vendome
condominium was not treated as a part of Rosbottom's bankruptcy
estate because the Rosbottom Trust ostensibly had title. Schiff and
Fox argued, though, that the Vendome property was a part of the
Rosbottom-Fox community and not a part of the trust.
They further argued that, because Texas is a community-property
state, the purchase of the Vendome condominium with the proceeds of
the sale of the residence "amounted to nothing more than the
reshuffling of community assets and liabilities[.]" The bankruptcy
court agreed, holding the Rosbottom Trust never existed and the
Vendome condominium was part of Rosbottom's bankruptcy estate.
On appeal, the district court reversed the grant of summary
judgment. It concluded that Rosbottom and Fox had effectively made
a "single donation" of their former residence, an act which did not
violate Article 2337's prohibition against one spouse alienating
community property. It found that both Rosbottom and Fox consented
to the donations, and their post-donation conduct manifested an
intent to convey their entire interest in the Shreveport residence.
Thus, the trusts held the proceeds of the sale until Rosbottom
purchased the Vendome condominium. Schiff filed for
reconsideration, which the district court denied.
As he argued before the bankruptcy and district courts, Rosbottom
now claims that the Vendome condominium was purchased with assets
that were held in a trust and were not part of his bankruptcy
estate. Schiff and Fox argue the trusts never existed, so the
Vendome condominium was purchased with community assets. The issues
are ones of Louisiana law concerning conveyances of community
property.
Unlike the parties in Fargerson v. Fargerson, Rosbottom and Fox
never executed an agreement designed to establish their residence
as separate property, nor did they obtain partition by judicial
action. Instead, each executed an instrument purporting to donate
their undivided interests in the property, which is exactly what
Article 2337 prohibits by its plain language. Describing the
interests as "undivided" suggests that Rosbottom and Fox intended
to continue their community interests in the property despite the
involvement of their respective trusts. Further, no evidence
suggests that Rosbottom and Fox "remained separate in property"
after the execution of the 1999 trust instruments. The
circumstances presented support that Rosbottom and Fox improperly
donated an undivided interest to a third party in violation of
Article 2337.
The Court found no Louisiana caselaw to support Rosbottom's
interpretation of Article 2337. The plain statutory language
prohibits the conveyances Rosbottom and Fox made. Parties are not
free to contract in violation of law.
Because it violated Article 2337, the 1999 transaction is an
absolute nullity. Title to the Shreveport residence was thus never
transferred, making the Vendome condominium part of Rosbottom's
bankruptcy estate.
The appeals case is HAROLD L. ROSBOTTOM, JR., Appellee, v. GERALD
H. SCHIFF, Appellant, No. 16-31108 (5th Cir.).
A full-text copy of the Fifth Circuit's Per Curiam Decision dated
July 17, 2017, is available at https://is.gd/KAjLk6 from
Leagle.com.
Louis Middleton Phillips -- louis.phillips@kellyhart.com -- for
Appellant.
Peter Kopfinger -- peter.kopfinger@kellyhart.com -- for Appellant.
About Harold L. Rosbottom
Harold L. Rosbottom, Jr., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. La. Case No. 09-11674) on June 9, 2009,
estimating its assets at between $1 million and $10 million. The
petition was signed by Mr. Rosbottom, Jr.
Patrick S. Garrity, Esq., who has an office in Baton Rouge,
Louisiana, serves as the Debtor's bankruptcy counsel.
HBT JV: Sept. 7 Hearing on Plan and Disclosure Statement
--------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas conditionally approved HBT JV, LLC, et al.'s
disclosure statement in support of their plan of liquidation filed
on July 19, 2017.
The hearing to consider final approval of the Disclosure Statement
and to consider the confirmation of the Plan is fixed and shall be
held on Sept. 7, 2017 at 1:30 p.m. before the Honorable Mark X.
Mullin, U.S. Bankruptcy Judge for the Northern District of Texas,
at Eldon B. Mahon U.S. Courthouse 501 W. 10th St. Fort Worth, TX
76102-3643.
The deadline for filing and serving Objections to final approval of
the Disclosure Statement; or confirmation of the Plan is hereby
fixed as August 31, 2017, at 5:00 p.m. (CST).
Any objection to Confirmation must be filed and served on the
Notice Parties on or before 5:00 p.m. on August 31, 2017.
About HBT JV, LLC
Each of HBT JV, LLC and DK8 LLC filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-40659 and 17-30621) on Feb. 20, 2017.
Forshey & Prostok, LLP is serving as counsel to HBT. Gardere Wynne
Sewell LLP is serving as counsel to DK8 LLC. The Debtors have
employed Focus Management USA, Inc., as financial advisor, and JND
Corporate Restructuring as noticing, claims and balloting agent.
HBT JV, LLC listed $10 million to $50 million in both assets and
liabilities. DK8 LLC listed $10 million to $50 million in assets
and under $10 million in liabilities.
The petition was signed by Kenneth L. Schnitzer, manager.
HILTZ WASTE: Proposed Private Sale of All Assets Denied
-------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts denied Hiltz Waste Disposal, Inc.'s private sale
of substantially all assets of the Debtor free and clear of liens.
The Debtor's Expedited Motion was denied as there's no executed
final purchase and sale agreement.
About Hiltz Waste Disposal
Hiltz Waste Disposal, Inc., filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-13459) on Sept. 7, 2016. Deborah S. Hiltz,
president, signed the petition. The Debtor estimated assets and
liabilities at $1 million to $10 million.
The case is assigned to Judge Joan N. Feeny.
Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP, serves as counsel
to the Debtor. Silverman, Avila & Gershaw, CPAs, is the Debtor's
accountants.
The Official Committee of Unsecured Creditors formed in the case
retained Morrissey Wilson & Zafiropoulos, LLP, as counsel to the
Committee, effective as of Oct. 19, 2016.
HOVNANIAN ENTERPRISES: Notes Tender Offer Expires
-------------------------------------------------
Hovnanian Enterprises, Inc., disclosed that in connection with the
previously announced tender offers by its wholly owned subsidiary,
K. Hovnanian Enterprises, Inc., to purchase for cash any and all of
its $75 million 10.000% Senior Secured Second Lien Notes due 2018,
$145 million 9.125% Senior Secured Second Lien Notes due 2020 and
$577 million 7.250% Senior Secured First Lien Notes due 2020 and
related consent solicitations on the terms and subject to the
conditions set forth in an Offer to Purchase and Consent
Solicitation Statement, dated June 26, 2017, and in the related
Letter of Transmittal and Consent:
(1) the Tenders Offers expired at 11:59 p.m., New York City time,
on July 26, 2017;
(2) as of the Expiration Time, K. Hovnanian had received tenders
and consents from the holders of $75,000,000, or 100.00%, of the
total outstanding principal amount of the 2018 Notes;
(3) as of the Expiration Time, K. Hovnanian had received tenders
and consents from the holders of $87,321,000, or approximately
60.22%, of the total outstanding principal amount of the 2020
9.125% Notes;
(4) as of the Expiration Time, K. Hovnanian had received tenders
and consents from the holders of $575,912,000, or approximately
99.81%, of the total outstanding principal amount of the 2020 7.25%
Notes; and
(5) K. Hovnanian has accepted for purchase all Tender Notes
validly tendered and not validly withdrawn in the Tender Offers.
Registered holders of each series of Tender Notes who validly
tendered and did not validly withdraw their Tender Notes on or
prior to the applicable early tender deadline received on July 27,
2017, the applicable Total Consideration, which includes an Early
Tender Payment. Holders who validly tendered their Tender Notes on
or prior to the Expiration Time but after the applicable early
tender deadline received on July 27, 2017, the applicable Tender
Offer Consideration, which is an amount equal to the applicable
Total Consideration less the Early Tender Payment, for their Tender
Notes. In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, all Holders whose Tender Notes were
purchased in the Tender Offers received accrued and unpaid interest
in respect of their purchased Tender Notes from the most recent
interest payment date to, but not including, July 27, 2017.
The table below sets forth the Tender Offer Consideration, Early
Tender Payment and Total Consideration for the Tender Offers.
Title of Security: 2018 Notes
Principal Amount: $75,000,000
Tender Offer Consideration: $1,029.60
Early Tender Payment: $50.00
Total Consideration: $1,079.60
Title of Security: 2020 9.125% Notes
Principal Amount: $145,000,000
Tender Offer Consideration: $980.00
Early Tender Payment: $50.00
Total Consideration: $1,030.00
Title of Security: 2020 7.250% Notes
Principal Amount: $577,000,000
Tender Offer Consideration: $980.00
Early Tender Payment: $50.00
Total Consideration: $1,030.00
The Company also announced that:
(1) on July 27, 2017, K. Hovnanian satisfied and discharged its
obligations under the indenture under which the 2020 9.125% Notes
were issued and the related security documents in accordance with
the satisfaction and discharge provisions of the 2020 9.125% Notes
Indenture and in connection therewith will call for redemption on
Nov. 15, 2017, all 2020 9.125% Notes that were not validly tendered
as of the Expiration Time in accordance with the redemption
provisions of the 2020 9.125% Notes Indenture. Upon the
satisfaction and discharge of the 2020 9.125% Notes Indenture on
July 27, 2017, all of the liens on the collateral securing the 2020
9.125% Notes were released and K. Hovnanian, the Company and the
other guarantors were discharged from their respective obligations
under the 2020 9.125% Notes and the guarantees thereof; and
(2) on July 27, 2017, K. Hovnanian satisfied and discharged its
obligations under the indenture under which the 2020 7.25% Notes
were issued and the related security documents in accordance with
the satisfaction and discharge provisions of the 2020 7.25% Notes
Indenture and in connection therewith will call for redemption on
Oct. 15, 2017, all 2020 7.25% Notes that were not validly tendered
as of the Expiration Time in accordance with the redemption
provisions of the 2020 7.25% Notes Indenture. Upon the
satisfaction and discharge of the 2020 7.25% Notes Indenture on
July 27, 2017, all of the liens on the collateral securing the 2020
7.25% Notes were released and K. Hovnanian, the Company and the
other guarantors were discharged from their respective obligations
under the 2020 7.25% Notes and the guarantees thereof.
The consents received in the Consent Solicitations exceeded the
amount needed to approve the proposed amendments to the indenture
under which the 2018 Notes were issued and the 2020 7.25% Notes
Indenture and the related security documents. The consents
received in the Consent Solicitation for the 2020 9.125% Notes
exceeded the amount needed to approve certain but not all of the
proposed amendments to the 2020 9.125% Notes Indenture and the
related security documents. However, prior to accepting the Tender
Notes in the Tender Offers, K. Hovnanian waived the conditions
relating to (i) the receipt of the Required Consents (as defined in
the Statement) with respect to the 2020 9.125% Notes and (ii) the
execution and delivery of a supplemental indenture and applicable
security release documents effecting the proposed amendments with
respect to each series of Tender Notes.
K. Hovnanian funded the purchase of the Tender Notes in the Tender
Offers and the satisfaction and discharge of the 2020 9.125% Notes
Indenture and the 2020 7.25% Notes Indenture with the net proceeds
from its previously announced offering of senior secured notes,
which offering also closed on July 27, 2017.
About Hovnanian Enterprises
Hovnanian Enterprises, Inc. -- http://www.khov.com/-- founded in
1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New
Jersey. The Company is one of the nation's largest homebuilders
with operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina,
Texas, Virginia, Washington, D.C. and West Virginia. The Company's
homes are marketed and sold under the trade names K. Hovnanian
Homes, Brighton Homes and Parkwood Builders. As the developer of
K. Hovnanian's Four Seasons communities, the Company is also one of
the nation’s largest builders of active lifestyle communities
Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015.
As of April 30, 2017, Hovnanian had $2.13 billion in total assets,
$2.26 billion in total liabilities and a total stockholders'
deficit of $133.90 million.
* * *
As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'. The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.
The TCR reported on July 13, 2017, that S&P Global Ratings affirmed
its 'CCC+' corporate credit rating on Hovnanian Enterprises Inc.
The rating outlook is negative. The negative outlook reflects the
potential for a downgrade over the next 12-18 months if it appears
Hovnanian will experience difficulty or delays raising capital
through land banking arrangements, joint ventures, or other
transactions in amounts sufficient to meet upcoming debt
maturities.
As reported by the TCR on July 18, 2017, Fitch Ratings has affirmed
the ratings of Hovnanian Enterprises, Inc. (NYSE: HOV), including
the company's Long-term Issuer Default Rating (IDR) at 'CCC'.
HUNTWICKE CAPITAL: Will File Form 10-K Within Extension Period
--------------------------------------------------------------
Huntwicke Capital Group Inc. was unable, without unreasonable
effort or expense, to file its annual report on Form 10-K for the
year ended April 30, 2017, by the July 31, 2017, filing date
applicable to smaller reporting companies due to a delay
experienced by the Company in completing its financial statements
and other disclosures in the Annual Report. As a result, the
Company is still in the process of compiling required information
to complete the Annual Report and its independent registered public
accounting firm requires additional time to complete its review of
the financial statements for the year ended April 30, 2017, to be
incorporated in the Annual Report. The Company anticipates that it
will file the Annual Report no later than the fifteenth calendar
day following the prescribed filing date.
About Huntwicke Capital
Huntwicke Capital Group Inc., formerly known as Magnolia Lane
Income Fund, was incorporated in the state of Delaware on May 12,
2009. The Company was formed to commence business as a stock agent
in the wool trade.
On May 13, 2013, the Company entered into a stock purchase
agreement with Ian Raleigh and Michael Raleigh and Magnolia Lane
Financial, Inc., whereby the Purchaser purchased from the Sellers,
10,000,000 shares of common stock, par value $0.0001 per share, of
the Company, representing approximately 69.57% of the issued and
outstanding shares of the Company. As a result, the Purchaser
became the majority shareholder of the Company.
Magnolia Lane reported a net loss of $197,969 for the year ended
April 30, 2016, compared to a net loss of $187,294 for the year
ended April 31, 2015.
As of Jan. 31, 2017, Huntwicke had $5.93 million in total assets,
$2.67 million in total liabilities and $3.25 million in total
stockholders' equity.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended April 30, 2016, citing that the Company has used
cash in operations of $22,835 and an accumulated deficit of
$707,094 at April 30, 2016. These matters raise substantial doubt
about the Company's ability to continue as a going concern.
INNOVOSCIENCES LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: InnovoSciences LLC
57 Golf Lane
Ridgefield, CT 06877
Case No.: 17-50946
Business Description: InnovoSciences -- http://innovosci.com-- is
a privately held company committed to
solving challenging problems in healthcare
through innovation. The Company's core
focus is on the development of novel and
transformational technologies in the field
of aerosol generation and surgical
instruments. It is a small business Debtor
as defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: August 3, 2017
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Judge: Hon. Julie A. Manning
Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC
1062 Barnes Road, Suite 304
Wallingford, CT 06492
Tel: (203) 265-5222
Fax: 203-265-5236
Email: joseph@lawjjd.com
Total Assets: $98,241
Total Liabilities: $2.52 million
The petition was signed by Michael Breede, managing member.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb17-50946.pdf
INNOVOSCIENCES LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: InnovoSciences LLC
57 Golf Lane
Ridgefield, CT 06877
Type of Business: InnovoSciences -- http://innovosci.com-- is
a privately held company committed to
solving challenging problems in healthcare
through innovation. The Company's core
focus is on the development of novel and
transformational technologies in the field
of aerosol generation and surgical
instruments. It is a small business Debtor
as defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-50946
Court: United States Bankruptcy Court
District of Connecticut (Bridgeport)
Judge: Hon. Julie A. Manning
Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC
1062 Barnes Road, Suite 304
Wallingford, CT 06492
Tel: (203) 265-5222
Fax: 203-265-5236
E-mail: joseph@lawjjd.com
Total Assets: $98,241
Total Liabilities: $2.52 million
The petition was signed by Michael Breede, managing member.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb17-50946.pdf
JANKOSA INC: Plan Exclusivity Period Extended through August 25
---------------------------------------------------------------
The Hon. August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada extended the period in which only Jankosa Inc.
may exclusively file a Chapter 11 Plan until August 25, 2017.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court for 60 days exclusivity extension to give
the Debtor necessary time to complete refinancing of its debt owed
to secured creditor, Wells Fargo Bank, N.A. The Debtor told the
Court that if the refinancing fails to close then the Debtor will
have adequate time in which to prepare and file a Chapter 11 Plan.
The Debtor said it was still negotiating with Nevada Mortgage, Inc.
to refinance Wells Fargo's debt. The Debtor said that when the
financing closes, it will no longer require the protection of the
Court and the case will likely be voluntarily dismissed with the
purposes of the Code being maintained.
About Jankosa Inc.
Jankosa Inc. owns and manages a single parcel of real estate
property. Jankosa Inc. filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 17-11492), on March 28, 2017. The Debtor is represented
by Roger P. Croteau, Esq. and Tmothy E. Rhoda, Esq. at Roger P.
Croteau & Associates, Ltd.
JODY KEENER: Trustee Selling Cedar Rapids Property for $34K
-----------------------------------------------------------
Renee K. Hanrahan, Chapter 11 Trustee of Jody L. Keener, asks the
United States Bankruptcy Court for the Northern District of Iowa to
authorize the sale of the Debtor's fee simple interest in the
vacant lot located at 4121 Paradise Court NW, Cedar Rapids, Linn
County, Iowa, and legally described as Lot 10, Connie First
Addition in the City of Cedar Rapids, Linn County, Iowa, to Richard
Mills for $34,300.
Collins Community Credit Union ("CCCU") holds several mortgages on
the various parcels of real estate owned by the Debtor. This
includes the vacant lot which is the subject of the Motion. The
amount owed to CCCU exceeds the proposed purchase price as set
forth.
Super Wings International, Ltd. also holds an interest in the
Debtor's real property as a result of a judgment lien which stems
from the final judgment entered in the U.S. District Court for the
Northern District of Iowa in Case No. C09-115-JSS. This lien is
inferior to the mortgages of CCCU on the real property in the
bankruptcy estate.
The mortgages of CCCU will attach to the proceeds of sale and
$20,000 of the net proceeds will be paid to CCCU.
On July 18, 2017 the Trustee received an offer to purchase the
vacant lot for the sum of $34,300. The Trustee proposes to sell
the porperty free and clear of all liens and encumbrances.
A copy of the Purchase Contract attached to the Motion is available
for free at:
http://bankrupt.com/misc/Jody_Keener_908_Sales.pdf
Although the purchase price is less than its claim, CCCU is willing
to allow the Trustee to retain from the vacant lot's sale the net
proceeds in excess of $20,000. The Trustee will use these funds
for reasonable, necessary costs of preserving, or disposing of the
real property proposed to be sold, as well as all other real
property owned by the Debtor as set forth, encumbered by the
mortgages held by CCCU, and also encumbered by the Super Wings'
judgment referred to. The net proceeds retained by the Trustee
will not be used until further order of the Court, following the
Trustee's Application or Motion.
In the event the Court approves the Motion, the Trustee asks
authority to pay: (i) real estate commissions; (ii) the proration
of all real estate taxes on the vacant lot to the date of closing;
(iii) all abstracting costs and other customary sales expenses such
as escrow closing services, document preparation, and transfer
taxes (if applicable); (iv) the $20,000 will be payable to CCCU in
order to reduce the balance owed to this creditor pursuant to the
mortgage executed by the Debtor in favor of CCCU.
Further, the Trustee asks authority to execute any and all deeds
and other transfer documentation as may be necessary to close the
real estate transaction described above. This may include a
Redemption Certificate prepared by the Linn County Treasurer's
Office. In the event this document is required, the estate agrees
to indemnify Linn County.
The Trustee posits that the sale proposed is in the best interest
of the bankruptcy estate and its creditors as (i) the net sales
proceeds in excess of $20,000 retained as carve-out will allow the
Trustee to pay future expenses attributable to the remaining real
property of the Debtor; and (ii) the proceeds to be paid to CCCU
will be $20,000, which will reduce the balance owed on the notes
and mortgages held by CCCU and advance the payment of these
obligations, in contemplation of eventual real estate sales for the
benefit of Super Wings and possibly the unsecured creditors of this
estate. Accordingly, the Trustee asks the Court to approve the
relief requested.
Jody L. Keener filed a voluntary Chapter 11 bankruptcy (Bankr.
Case
No. 14-01169, Bankr. N.D. Iowa) on July 28, 2014. Renee K.
Hanrahan was appointed by the Court as the Chapter 11 Trustee for
the Debtor on April 6, 2017. Jeffrey P. Taylor, Esq., at Klinger,
Robinson & Ford, L.L.P., serves as the Trustee's counsel.
JOHN Q. HAMMONS: Kraemer Buying Middleton Property for $1.5M
------------------------------------------------------------
John Q. Hammons Fall 2006, LLC, and its affiliates, ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the sale
of approximately 3.7 acres of vacant land located in the southwest
quadrant of John Q. Hammons Drive and Holiday Drive, City of
Middleton, Dane County, Wisconsin, to Kraemer Development, LLC for
$1,500,000.
The Debtors in these chapter 11 cases consist of the Revocable
Trust of John Q. Hammons, Dated December 28, 1989 as Amended and
Restated (the "Trust") and 75 of its directly or indirectly wholly
owned subsidiaries and affiliates. One of the assets owned by the
Trust is the Real Estate.
The Real Estate is currently used by Atrium Holding Co. or one its
subsidiaries as an additional parking lot and/or a place for
holding storage containers. It is adjacent to a hotel owned and
operated by Atrium. Atrium has previously used the Real Estate for
parking at its hotel with the permission of the Trust ("Potential
Atrium Interest").
No written agreement exists between Atrium and the Trust that
governs or sets forth the terms of Atrium's use of the Real Estate,
Atrium pays no periodic fee to the Trust for the use of the Real
Estate, and Atrium has filed nothing of record in the Dane County,
Wisconsin Register of Deeds of Office with respect to the Potential
Atrium Interest.
By order entered Dec. 13, 2016, the Court granted the Debtors'
motion to reject a "Sponsor Entity Right of First Refusal
Agreement, Dated September 16, 2005 and Agreement and Amendment,
Dated December 10, 2008" executed by and among JD Holdings, LLC
("JDH") and the Debtors ("ROFR").
JDH asserts, incorrectly, that the ROFR is an interest in the Real
Estate. The ROFR is not recorded against the Real Estate. Atrium
failed to object to the Motion and, accordingly, the Real Estate
may be sold free and clear of the Potential Atrium Interest.
On May 26, 2017, the Trust entered into Purchase Agreement with the
Purchaser to sell the Real Estate to Purchaser on the terms and
conditions set forth therein. Under the terms of the Purchase
Agreement, the Purchaser will pay $1.38 million in cash for the
Real Estate.
The Original Purchase Agreement included, inter alia, these other
terms and conditions: (i) the Purchaser to make earnest money
deposit of $20,000; (ii) the Purchaser had 120 days to complete its
due diligence and the sale would close within 30 days of due
diligence being completed; and (iii) the Purchaser had the right to
terminate the Original Purchase Agreement prior to completion of
due diligence.
On June 26, 2017, the Debtors filed the Motion requesting authority
to sell the Real Estate to the Purchaser on the terms and
conditions set forth in the Original Purchase Agreement ("Ammended
Motion").
On July 6, 2017, the Trust received a competing offer from JDH, the
only party to object to the Motion ("Original JDH Offer"). The
Original JDH Offer did not increase the Original Purchase Price,
but instead offered what JDH contended were better non-economic
terms, including, but not limited to, increasing the earnest money
deposit from $20,000 to $100,000 and reducing the due diligence
period from 120 days to 90 days.
Between July 6, 2017 and July 17, 2017, the Trust continued
discussions with the Purchaser and JDH, which resulted in an
increase of the Original Purchase Price from $1.38 million to $1.4
million, the earnest money deposit to $200,000, the removal of the
due diligence period, and a commitment to close the sale
transaction 30 days after Court approval.
Between July 18, 2017 and July 28, 2017, the Trust conducted a
competitive bidding process between the Purchaser and JDH, which
included several offers and counteroffers by both parties. As set
forth in the chronology, the Trust requested that the parties make
bids in $50,000 increments only. JDH's next bid declined to do
so.
While that date was not feasible for counsel for the Debtors,
nevertheless the Trust made every effort to accommodate JDH's
wishes to bring the bidding to a conclusion on July 28, 2017. To
that end, on July 27, 2017, the Debtors' counsel sent an email to
counsel for both the Purchaser and JDH asking each of them to make
one final bid by July 28, 2017 at 5:00 p.m. (CT). Both parties
timely submitted final bids and, on July 28, 2017.
Based on the bids, the Purchaser's offer in the amount of $1.5
million is $50,000 higher than JDH's bid of $1.45 million. As a
result, the Trust selected the Purchaser as the highest and best
bidder for the Real Estate. Thus, under the terms of the revised
offer from the Purchaser ("Revised Offer"), the Purchaser will pay
$1.5 million for the Real Estate. The Revised Offer includes, but
is not limited to, these terms and conditions: (i) elimination of
the due diligence period; (ii) no obligation for the Trust to
obtain a title commitment or policy; (iii) no contingencies; and
(iv) closing will occur within 30 days after entry of an order
approving the sale.
A copy of the Agreement Terms attached to the Amended Motion is
available for free at:
http://bankrupt.com/misc/John_Hammons_1151_Sales.pdf
The Trust has completed a competitive bidding process between the
Purchaser and JDH and, as a result of that process, it is clear
that the Purchase Price represents the highest and best offer for
the Real Estate. For this reason, the Trust has not engaged, and
does not propose to engage, a broker to market the Real Estate and
thereby will avoid the additional cost associated with paying a
broker's commission (6% or approximately $90,000) and closing will
not be delayed.
The only possible lien against the Real Estate is to secure current
real estate taxes owed. As set, those taxes are significantly less
than the sale price. Moreover, the taxes will be paid at closing,
thus extinguishing any such lien. Therefore, as to any tax lien,
Section 363(f) of the Bankruptcy Code is not implicated because the
sale will not be free and clear of any such tax lien, but rather
will result in the payment thereof at closing.
The ROFR is not filed of record against the Real Estate. The Court
has approved rejection of the ROFR and the rejection order is a
final order. In an abundance of caution, however, the Trust asks
an order that approves the sale of the Real Estate free and clear
of claims and interests, to include the ROFR.
The Trust has determined that the proposed sale of the Real Estate
to the Purchaser is the best way to maximize the value of the Real
Estate for these bankruptcy cases. Maximization of asset value is
a sound business purpose, warranting authorization of the sale.
Accordingly, the Trust asks the Court to approve the relief
sought.
The Debtors ask request that in the order approving the sale, that
the Court waives the 14-day waiting requirement of Rule 6004 so
that, in reliance on the order approving the Amended Motion, the
Debtors and the Purchaser can immediately close the sale
transaction.
About John Q. Hammons Fall 2006
Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) --
http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016. The petitions were signed by Greggory
D. Groves, vice president.
At the time of filing, the Debtors estimated assets at $100
million to $500 million and liabilities at $100 million to $500
million.
The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP. The Debtors' conflicts counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC.
The Debtors engaged BMC Group, Inc., as their notice, claims, and
balloting agent; and Alvarez & Marsal Valuation Services, LLC as
appraiser.
KUEHG CORP: Moody's Revises Outlook to Stable & Affirms B3 CFR
--------------------------------------------------------------
Moody's Investors Service changed KUEHG Corp.'s rating outlook to
stable from positive and affirmed the company's B3 Corporate Family
Rating (CFR) and B3-PD Probability of Default Rating (PDR)
following the announced dividend recapitalization transaction.
Moody's also assigned a Caa2 rating to KinderCare Education's
proposed $260 million second lien term loan due 2025 and upgraded
to B1 from B2 the ratings on the company's first lien senior
secured credit facilities, consisting of an amended and upsized
$940 million ($932 million outstanding) term loan due 2022 and an
$80 million revolving credit facility due 2020.
In a proposed transaction, the proceeds from KinderCare Education's
new $260 million second lien term loan and $50 million first lien
term loan add-on will be used to fund a shareholder distribution.
This is the first time since the Partners Group acquired the
company in August 2015 for approximately $1.5 billion that the
company has taken on additional debt to fund a distribution.
The change in rating outlook to stable from positive reflects the
aggressive financial policies associated with this transaction, and
the weakening of the company's pro forma credit metrics and cash
flow characteristics. The change in outlook also reflects Moody's
view that it will take a longer time period compared to previous
expectations for KinderCare Education's credit metrics to approach
levels consistent with a higher rating. With an additional $310
million of debt, KinderCare Education's pro forma leverage, as
measured by Moody's-adjusted debt to EBTIDA, rises to 6.0x from
5.3x and EBITDA less capex to interest coverage declines to 1.2x
from 1.4x. The addition of higher-interest second lien term loan
and first lien term loan upsize increase the company's interest
expense by approximately $20 million, which will reduce its free
cash flow. In Moody's view, pro forma credit metrics position the
company well within the B3 rating category.
The upgrade of first lien term loan rating to B1 reflects the
introduction of the second lien debt to the company's capital
structure, and the loss absorption provided by this instrument.
The following rating actions were taken:
Issuer: KUEHG Corp.
Corporate Family Rating, affirmed at B3
Probability of Default Rating, affirmed at B3-PD
Proposed $260 million second lien senior secured term loan due
2025, assigned at Caa2 (LGD5)
Amended $940 million ($932 million outstanding including proposed
$50 million add-on) first lien senior secured term loan due 2022,
upgraded to B1 (LGD3) from B2 (LGD3)
$80 million first lien senior secured revolving credit facility due
2020, upgraded to B1 (LGD3) from B2 (LGD3)
Outlook, changed to stable from positive
RATINGS RATIONALE
The B3 CFR reflects KinderCare Education's modest free cash flow
generation given high capex requirements as the company refreshes
its portfolio of existing learning centers and builds new centers,
and high levels of debt following the leveraged buyout by Partners
Group in August 2015 and the proposed dividend recapitalization.
The rating also reflects the cyclical nature of the child-care and
education industry, where demand for the service is sensitive to
macroeconomic factors such as employment and demographic trends,
the highly fragmented and competitive nature of the industry, and
susceptibility to reductions in federal and state funding support.
Furthermore, the company's ratings are negatively affected by
aggressive financial policies, including shareholder distributions
given the private equity ownership. However, the rating is
supported by the company's large scale within the childcare and
education industry, broad geographic diversity within the U.S., and
the value of its brands. Additionally, the ratings favorably
reflect improving general economic conditions and employment
trends, and Moody's projection for low to mid-single digit same
center sales growth and improving occupancy rates. Moody's also
expects the company's ongoing cost structure rationalization and
real estate portfolio optimization initiatives will continue to
drive margin improvements. Also supportive of the rating are
favorable long term demographic fundamentals, including population
growth and increasing percentage of dual income families.
KinderCare Education has adequate liquidity. Liquidity is supported
by the flexibility under the maximum first lien net leverage
springing covenant in the $80 million undrawn revolving credit
facility and an extended debt maturity profile. However, the
company's liquidity is constrained by only modest free cash flow
generation, given the high level of capital expenditures and cash
interest expense, and the modest revolver size relative to the
company's revenue base.
The ratings could be upgraded if the company demonstrates same
center revenue growth and improves operating margins such that
EBITDA less capex to interest coverage exceeds 1.5x, free cash flow
to debt is in the mid-single digit range, and adjusted debt to
EBITDA is sustained below 5.0x. In addition, for a higher rating
consideration, the company would need to demonstrate a substantial
improvement in liquidity including stronger and consistent free
cash flow generation.
The ratings could be downgraded if the company experiences a
deterioration in its operating performance or increase in leverage,
possibly due to declines in same center sales, acquisitions or
shareholder distributions. Adjusted debt to EBITDA sustained above
6.5x or a material weakening in the company's liquidity profile
could also pressure ratings.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
KinderCare Education, based in Portland, Oregon, is a large scale
for-profit provider of child-care and education services in the
U.S. As of July 1, 2017, the company had a licensed capacity to
serve 177,500 children from 6 weeks to 12 years of age in 38 states
and the District of Columbia. The company operates approximately
1,291 community-based centers, 80 employer-partnership centers and
497 school-partnership sites under a number of recognized brands,
including "KinderCare", "KinderCare Education at Work" (formerly
"CCLC"), and "Champions." KinderCare Education was acquired by
Partners Group in August 2015. In the LTM period ending July 1,
2017, the company generated approximately $1.6 billion in revenues.
KUEHG CORP: S&P Lowers Corp Credit Rating to 'B-', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based early childhood education provider KUEHG Corp. to 'B-'
from 'B'. The rating outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's $945 million first-lien term loan ($932 million
outstanding), which includes the proposed $50 million add-on, to
'B-'from 'B'. The '3' recovery rating is unchanged, indicating our
expectation for meaningful recovery (50%-70%; rounded estimate:
50%) of principal for debtholders in the event of a payment
default.
"We also assigned our 'CCC' issue-level rating and '6' recovery
rating to the company's proposed $260 million senior secured
second-lien term loan. The '6' recovery rating indicates our
expectation for negligible recovery (0%-10%; rounded estimate: 0%)
of principal for debtholders in the event of a payment default.
"The downgrade reflects our expectation that KUEHG's debt-financed
dividend will increase our lease-adjusted debt level to 7.2x from
6.3x and its reported free-operating-cash flow will be negligible
in 2017. The company has taken positive steps in closing
underperforming centers, which will improve profitability and
EBITDA margins going forward. Nonetheless, we believe the increased
interest burden from the additional debt, coupled with increased
capital expenditure investments to build new centers and refurbish
existing ones, will continue to constrain cash flow generation over
the next two years.
"The stable rating outlook reflects our expectation that KUEHG's
discretionary free cash flow will be positive, though minimal, over
the next 12-18 months as the company pursues continued growth
capital spending. We also expect that its leverage will remain
elevated for the next 12 months but decline to below 7x in 2018,
supported by revenue and EBITDA growth in the mid-single-digit
percentage area.
"We could lower our corporate credit rating on KUEHG if the
company's operating performance weakens or if we believe its
discretionary cash flow will remain negative on a sustained basis,
straining liquidity. This could occur if an unexpected reversal in
employment trends results in lower enrollment and insufficient cash
flow to fund the company's capital spending requirements and
interest payments. We could also lower the rating if the company
pursues additional debt-financed dividends that would increase
leverage to above 8x on a sustained basis.
"Although highly unlikely over the next 12 months, we could
consider an upgrade if we conclude that the company will be able to
reduce and maintain lease-adjusted leverage below 6x and generate
meaningful discretionary cash flow. We would also consider
management's track record with respect to repaying debt and
returning cash to shareholders."
LACLEDE STEEL: Judge Schermer Holds Plan Committee in Contempt
--------------------------------------------------------------
The Honorable Barry S. Schermer entered an order Aug. 2, 2017,
holding the Plan Committee established under confirmed chapter 11
plan in Laclede Steel Company chapter 11 proceeding in contempt for
having knowingly violated the terms of the confirmed plan.
Judge Schermer found that the Plan Committee knowingly violated the
terms of the Plan in failing to pay the United States' allowed
priority claim. The Court concludes that the Plan Committee is in
contempt of the Court's order confirming the Plan and the Plan
itself. As a result, Judge Schermer ordered that:
(A) no later than Aug. 16, 2017, the Plan Committee shall
remit payment to the United States on account of its allowed
priority claim in the amount of $128,230 -- with such payment made
in accordance with payment instructions that the United States will
provide to the Plan Committee’s counsel;
(B) within 30 days of entry of this order, the Plan Committee
shall file a statement, with service on the United States Trustee,
certifying whether the Plan Committee has made a final distribution
on account of all allowed claims;
(C) if the Plan Committee has not made a final distribution on
account of all allowed claims within 30 days of entry of this
order, then the Plan Committee shall file and serve on the United
States Trustee a statement describing (a) why the final
distribution has not been made, (b) what steps have been taken to
make the final distribution in the past 30 days, and (c) when the
final distribution is anticipated; the Plan Committee shall file
and serve statements containing that information on a monthly basis
until the Plan Committee files a statement, with service on the
United States Trustee, certifying that a final distribution has
been made;
(D) no later than Aug. 16, 2017, the Plan Committee shall
remit payment to the United States on account of its reasonable
attorney's fees in securing the Plan Committee's compliance with
the Plan in the amount of $2,720 -- with such payment made in
accordance with payment instructions that the United States will
provide to the Plan Committee's counsel; and
(E) no later than Aug. 9, 2017, the United States shall serve
on the Plan Committee a statement of its reasonable expenses in
securing the Plan Committee’s compliance with the Plan, and no
later than Aug. 16, 2017, the Plan Committee shall remit payment to
the United States on account of its reasonable expenses—with such
payment made in accordance with payment instructions that the
United States will provide to the Plan Committee's counsel.
Judge Schermer confirmed the Second Amended Liquidating Plan of
Reorganization proposed by Laclede Steel Company and its Official
Committee of Unsecured Creditors on May 19, 2005. The Plan took
effect by its own terms on May 30, 2005. As reported in the
Troubled Company Reporter on May 24, 2005, the Plan transferred the
Debtor's assets to a Plan Committee consisting of the members of
the Official Committee of Unsecured Creditors. The Plan Committee
was charged with completing the liquidation, administering all
Distributions to be made under the Plan, and objecting to claims.
One of only three full-line producers of continuous-weld pipe in
the United States at the time, Laclede Steel Company sought chapter
11 protection for a second time on July 27, 2001 (Bankr. E.D. Mo.
Case No. 01-48321). The company disclosed more and $100 million in
assets and liabilities at the time of the filing. Over the past
three and half years, the Company has closed its facilities,
conducted going concern sales and liquidated most of its real
property and other assets for the benefit of its creditors. Lloyd
A. Palans, Esq., Christopher J. Lawhorn, Esq., David M. Unseth,
Esq., and Cullen K. Kuhn, Esq., at Bryan Cave LLP, represented the
Debtor.
LEXINGTON HOSPITALITY: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Lexington Hospitality Group LLC
dba Clarion Hotel Conference Center South
P.O. Box 6091
Aurora, IL 60598-6091
Type of Business: Lexington Hospitality Group LLC owns a hotel
located at 5532 Athens Boonesboro Road
Lexington, KY, known as Clarion Hotel Conference
Center South. The Hotel, located in the heart
of the bluegrass and 'Horse Capital of the
World,' has 149 well-appointed guest rooms, an
indoor heated pool and hot tub, a seasonal
outdoor pool, a fitness center and an on-site
restaurant and bar.
Web site:
http://www.clarionhotellexingtonky.com/
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-51568
Court: United States Bankruptcy Court
Eastern District of Kentucky (Lexington)
Judge: Hon. Gregory R. Schaaf
Debtor's Counsel: Laura Day DelCotto, Esq.
DELCOTTO LAW GROUP PLLC
200 North Upper St
Lexington, KY 40507
Tel: (859) 231-5800
Fax: (859) 281-1179
E-mail: ldelcotto@dlgfirm.com
Jamie L. Harris, Esq.
DELCOTTO LAW GROUP PLLC
200 North Upper Street
Lexington, KY 40507
Tel: (859) 231-5800
E-mail: jharris@dlgfirm.com
Sara A Johnston, Esq.
DELCOTTO LAW GROUP PLLC
200 N Upper Street
Lexington, KY 40507
859 231-5800
E-mail: sjohnston@dlgfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Moore/Janee Hotel Corporation,
manager.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kyeb17-51568.pdf
M.B. UNLIMITED: Plan Filing Exclusivity Period Moved to October 8
-----------------------------------------------------------------
The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana extended the period in which only
M.B. Unlimited, Inc. may file a Plan of Reorganization and gain
acceptance of its Plan for a period of 60 days or until October 8,
2017 and December 7, 2017, respectively.
The Debtor already has filed a bankruptcy plan and, as reported by
the Troubled Company Reporter, the Court is set to hold a hearing
on August 16, at 10:00 a.m., to consider approval of the disclosure
statement explaining the plan.
The TCR also previously reported that the Debtor asked the Court
for exclusivity extension in an abundance of caution so as to avoid
confusion of the deadlines affording the Debtor exclusivity.
The Debtor alleged that upon filing its bankruptcy petition, the
Court issued a 120-day order setting the Plan filing date as August
9, 2017, and the acceptance deadline 60 days thereafter.
Subsequently, the Debtor was ordered by the Court in a June 12
order to file a Plan of Reorganization by July 5.
About M.B. Unlimited, Inc.
M.B. Unlimited, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D. La. Case No. 17-10903) on April 11, 2017, disclosing
under $50,000 in assets and $50,000 to $100,000 in estimated
liabilities. The petition was signed by Tanya Boudreaux,
secretary/treasurer.
The Debtor is represented by Richard W. Martinez, Esq., at Richard
W. Martinez, APLC. The Debtor hires Mitchell C. Compeaux, CPAs as
accountant.
No trustee or examiner or unsecured creditors' committee has been
sought or approved.
MANUGRAPH AMERICAS: Hires Brown Schultz as Accountants
------------------------------------------------------
Manugraph Ameicas, Inc., a/k/a Manugraph DGM, Inc., seeks
authorization from the U.S. Bankruptcy Court for the Middle
District of Pennsylvania to employ Brown Schultz Sheridan & Fritz
as accountants for the Debtor.
The Debtor finds itself in need of certain accounting expertise
including, particularly, with respect to preparation of tax
returns, financial statements, assistance with forecast and
projections, tax and accounting implications of a Chapter 11
filing, monthly reports, and various and miscellaneous business
matters as required in the Debtor's case or as requested by the
Debtor's management.
The Debtor believes that Brown Schultz is well qualified to perform
the required Accounting Services.
The Debtor will pay Brown Schultz a flat rate of $8,000. The
Debtor propose to pay that sum as a retainer. In addition, the
Debtor will be charged at the rate of $195 per hour by Brown
Schultz for all other services.
Timothy D. Grunstra, CPA, principal at Brown Schultz Sheridan &
Fritz, 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.
Brown Schultz may be reached at:
Timothy D. Grunstra, CPA
Brown Schultz Sheridan & Fritz
210 Grandview Avenue
Camp Hill, PA 17011
Tel: (717) 761-7171
E-mail: timgrunstra@bssf.com
About Manugraph Americas, Inc.
Manugraph Americas, Inc., formerly known as Manugraph DGM, Inc. and
a wholly-owned subsidiary of Manugraph India Ltd., manufacture and
supply printing presses and parts and service for printing systems
in the newspaper and commercial printing market.
Manugraph Americas is based in central Pennsylvania and sells to
both domestic and international customers. Included within its
accounts is a wholly-owned subsidiary, Offset Services, Inc. (OSI),
which is inactive. Manugraph Americas retains legal ownership of
the subsidiary and its name.
Manugraph Americas sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02306) on June 1,
2017. Andrew Welker, chief operating officer, signed the petition.
As of March 17, 2017, the Debtor had $6.38 million in assets and
$2.06 million in liabilities.
Judge Robert N. Opel II presides over the case.
The Debtor hired Cunningham, Chernicoff & Warshawsky,P.C., as
counsel.
MBTI OF PUERTO RICO: Selling San Juan Six Properties for $2M
------------------------------------------------------------
MBTI of Puerto Rico, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to authorize the sale of six disabled
properties: (i) located at #1654 Santa Ana St., Santurce Ward, San
Juan, Puerto Rico ("Property No. 2,731") to Mena Group, Inc. for
$60,000; (ii) located at 610 Ramon Figueroa, Santurce Ward, San
Juan, Puerto Rico ("Property No. 3,583") to Morgan Reed Group, LLC,
for $118,000; (iii) a property in San Juan, Puerto ("Property No.
4,632") to Connect Assistance for $1,425,000; (iv) a parking lot in
Fajardo, Puerto Rico ("Property No. 12,239") to Universidad
Interamericana de Puerto Rico for $30,000; (v) a three-story
commercial building in Fajardo, Puerto Rico ("Property No. 13,947")
to Universidad Interamericana de Puerto Rico for $250,000; and (vi)
a two-story commercial building in Fajardo, Puerto Rico ("Property
No. 16,947) to Universidad Interamericana de Puerto Rico for
$115,000.
Property No 2,731 is recorded at Page 216 of Volume 111 of Santurce
Sur, Registry of Property, First Section of San Juan. Property No.
3,583 is recorded at Page 86 of Volume 72 of Santurce Sur, Registry
of Property, First Section of San Juan. Property No. 4,632
recorded at Page 83 of Volume 134 of Santurce Sur, Registry of
Property, First Section of San Juan. Property No. 12,239 is
recorded at Page 36 of Volume 290 of Fajardo, Registry of Property,
Fajardo Section. Property No. 13,947 is recorded at Page 106 of
Volume 322 of Fajardo, Registry of Property, Fajardo Section.
Property No. 16,978 is recorded at Page 8 of Volume 401 de Fajardo,
Registry of Property, Fajardo Section.
The purchase price for each Property has been agreed to by Debtor
and the Purchaser and will be paid at closing.
While the Debtor's counsel and its financial consultant have
rendered professional services to Universidad Interamericana de
Puerto Rico in unrelated matters, the Debtor's negotiation
therewith have been conducted at arm's-length with no participation
by its counsel or financial consultant.
A copy of the Purchase Agreements attached to the Motion is
available for free at:
http://bankrupt.com/misc/MBTI_OF_PUERTO_196_Sales.pdf
Property No. 2,731 was last appraised on March 7, 2012, by Beverly
& Associates, PSC, with a market value of $180,000. At that time
Property No. 2,731 was occupied by Debtor for its operations and is
now vacant and vandalized.
Property No. 3,583 was last appraised on June 30, 2015 by RPA
Appraisal Advisors with a market value of $290,000. At that time
the Property No. 3,583 was occupied by Debtor for its operations
and is now vacant and deteriorated.
Property No. 4,632 was last appraised on March 7, 2012 by Beverly &
Associates with a market value of $2,200,000 at that time the
Property No. 4,632 was occupied by Debtor for its operations and is
now vacant and deteriorated.
Property No. 12,239 was last appraised on June 12, 2017, by ODV
Appraisal Group with a market value of $30,000, equal to the agreed
to purchase price.
Property No. 13,947 was last appraised on June 9, 2017, by ODV
Appraisal Group with a market value of $115,000 equal to the agreed
to purchase price.
Property No. 16,978 was last appraised on June 9, 2017, by ODV
Appraisal Group with a market value of $250,000, equal to the
agreed to purchase price.
The Properties have been vacant since September 2016 when the
Debtor ceased its operations and some have been the object of
vandalism.
Furthermore, the real estate market in Puerto Rico as a result of
Puerto Rico's economic crisis continues to deteriorate. The
Debtor's management is knowledgeable of the condition of the
Properties and has concluded that the purchase offers referred are
fair and represent the Properties' current market value.
The Debtor has no use for the Properties which are totally
encumbered in favor of Oriental Bank in excess of $5,900,000, with
no equity, as reflected in the title studies prepared by Estudios
Legales LLC on Nov. 23, 2016 and Title Solutions Corp., on Oct. 20
and 25, 2016. On Nov. 20, 2016, Oriental filed a motion for relief
from stay as to, inter alia, the Properties in order to proceed
with the foreclosure of its mortgages thereon. Oriental and the
Debtor have agreed that from the proceeds of the sale of the
Properties, totaling $1,998,000, Oriental is to receive a net
payment of $1,670,000, with the balance of $328,000, to be retained
by the Debtor for the payment of the real estate taxes due on the
Properties ($68,440), Real Estate Broker's commission ($99,900),
Notarial fees and Internal Revenue stamps ($15,790), and
administrative expenses as due in the regular course or as
otherwise authorized by the Court, with the balance to be
maintained in the Debtor's DIP operating account.
Otherwise the sale of the Properties is to be free and clear if any
interest thereon.
The Municipal Revenue Collection Center's statements relative
thereto are: (i) Property No. 2,731 - $4,608; (ii) Property No.
3,583 - $8,173; (iii) Property No. 4,632 - $43,879; (iv) Property
No. 12,239 - $429; (v) Property No. 13,947 - $0; and (vi) Property
No. 16,978 - $11,351. The total is $68,440.
The Debtor asks the Court that after the expiration of the notice
period without an objection, an order be entered authorizing the
sale of the Properties.
The Purchasers can be reached at:
MENA GROUP, INC.
Attn.: Wally Rodriguez
Telephone: (787) 390-0122
Brian Tenenbaum, COO
MORGAN REED GROUP, LLC
5151 Collins Ave.
Miami Beach, FL 33140
CONNECT ASSISTANCE
Attn.: Antonio Ortiz
701 Ave Ponce De Leon, Suite 305
San Juan, PR 00907
Telephone: (787) 379-7435
E-mial: ajortiz@connect.pr
Manuel J Fernos, President
UNIVERSIDAD INTERAMERICANA DE PUERTO RICO
P.O. BOX 363255
San Juan, PR 00936-3255
Telephone: (787) 766-1912
Facsimile: (787) 751-3375
About MBTI of Puerto Rico
MBTI of Puerto Rico, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08091) on Oct. 7,
2016. The petition was signed by Barbara Alozo Vila, president.
At the time of the filing, the Debtor disclosed $12.99 million in
assets and $16.07 million in liabilities. The case is assigned to
Judge Edward A. Godoy. Charles A. Cuprill, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, in San Juan, Puerto Rico, serves as
counsel.
MRI INTERVENTIONS: Incurs $2 Million Net Loss in Second Quarter
---------------------------------------------------------------
MRI Interventions, Inc., announced financial results for the second
quarter ended June 30, 2017.
Frank Grillo, president and chief executive officer of MRI
Interventions, Inc., said, "We continue to drive adoption of the
ClearPoint System through both increased utilization at existing
sites and the addition of new sites. We completed 162 procedures
in the second quarter, our ninth consecutive quarter of record
patient procedures, completed three systems sales, and continued to
grow our user base with two new evaluation sites. This strong
execution resulted in a 79% increase in total revenue over the same
period in 2016. This revenue growth combined with our ongoing
focus on prudent expense control drove a 35% reduction in cash used
in operations compared with the prior year second quarter. We also
have a strong new account pipeline and remain focused on expanding
our market penetration across a number of growing treatment
applications where ClearPoint offers compelling benefits to both
surgeons and patients.
"Also during the quarter, we completed a private placement
resulting in gross proceeds of $13.25 million before commissions
and offering expenses. We believe this offering will fund the
Company to cash flow break-even results, as well as support the
commercialization work to enter two new markets with new therapies.
We have commenced work under our joint development agreement with
the Mayo Clinic for the treatment of intra-cranial hemorrhagic
stroke, and under our co-development agreement with Acoustic
MedSystems for the treatment of nonresectable pancreatic cancer
tumors. We are very pleased with the results this quarter and
remain excited about the future of the Company."
Financial Results - Quarter Ended June 30, 2017
Total revenues were $2.0 million for the three months ended June
30, 2017, an increase of $872,000, or 79%, compared with $1.1
million for the same period in 2016. This increase was due
primarily to an increase in the Company's disposable and reusable
product sales.
ClearPoint disposable product sales increased $403,000, or 39%, to
$1.4 million for the three months ended June 30, 2017, compared
with $1.0 million for the same period in 2016. This growth in
disposable sales reflected a record 162 ClearPoint procedures
performed in the 2017 second quarter.
ClearPoint reusable product sales were $457,000 for the three
months ended June 30, 2017, compared with $39,000 for the same
period in 2016. Reusable products consist primarily of computer
hardware and software bearing sales prices that are appreciably
higher than those for disposable products and historically have
fluctuated from period to period.
Gross margin for the three months ended June 30, 2017, was 60%,
compared to gross margin of 53% for the same period in 2016. The
increase in gross margin primarily reflected greater production
efficiencies achieved during the three months ended June 30, 2017,
due to higher sales and production volumes relative to the same
period in 2016.
Research and development costs were $1.1 million during the three
months ended June 30, 2017, compared to $750,000 during the same
period in 2016, an increase of $334,000, or 45%. The increase was
due to upfront payments aggregating $522,000, the majority of which
was in the form of shares of the Company's common stock, required
under the previously announced development agreements entered into
in April 2017 with the Mayo Clinic and Acoustic MedSystems, Inc.
These payments were partially offset by reductions in software
development and compensation expenses.
Selling, general and administrative expenses remained stable at
$1.9 million during the three months ended June 30, 2017, and
2016.
The Company's operating loss for the three months ended June 30,
2017 declined $233,000, or 11%, to $1.8 million, as compared with
$2.1 million for the same period in 2016.
In April 2016, the Company recorded a debt restructuring gain of
$941,000 resulting from the restructuring of a note payable to
Brainlab AG. In June 2016, the Company recorded a debt
restructuring loss of $820,000 resulting from amendments to: (a)
the note payable to Brainlab; and (b) two of the 2014 junior
secured notes payable. The Amendments provided for the conversion
into equity of an aggregate of $2.0 million principal amount of the
notes in the event the Company were to have completed a qualified
public offering as defined in the Amendments.
During the three months ended June 30, 2017, and 2016, the Company
recorded gains of $31,000 and $264,000, respectively, resulting
from changes in the fair value of derivative liabilities. For the
three months ended June 30, 2017, such derivative liabilities
related to: (a) the issuance of warrants in connection with 2012
and 2013 private placement transactions; and (b) the amendment
entered in with Brainlab in June 2016. For the three months ended
June 30, 2016, derivative liabilities also included those certain
June 2016 amendments to the 2014 Notes.
Net interest expense during the three months ended June 30, 2017,
and 2016 was $213,000 and $251,000, respectively, a decrease of
$39,000, or 15%. This decrease was due to the reduction of
principal balances of the note payable to Brainlab, resulting from
the restructuring of that note, and to the 2014 Notes resulting
from the conversion into equity of an aggregate $1.75 million
principal balance of those notes entered into in August 2016 in
connection with the Company's private offering of equity units in
September 2016.
Reflecting the effects of these non-operational items, net loss for
the three months ended June 30, 2017, was $2.0 million, as compared
with $1.8 million for the same period in 2016.
Financial Results - Six Months Ended June 30, 2017
Total revenues were $4.0 million for the six months ended June 30,
2017, an increase of $1.5 million, or 59%, compared with $2.5
million for the same period in 2016. This increase was due
primarily to an increase in the Company's disposable and reusable
product sales.
ClearPoint disposable product sales increased $965,000, or 45%, to
$3.1 million for the six months ended June 30, 2017, compared with
$2.1 million for the same period in 2016. This growth in
disposable sales reflected a record 308 ClearPoint procedures
performed during the six months ended June 30, 2017. ClearPoint
reusable product sales were $765,000 for the six months ended June
30, 2017, compared with $301,000 for the same period in 2016.
Gross margin for the six months ended June 30, 2017, was 61%,
compared to gross margin of 51% for the same period in 2016.
Research and development costs were $1.6 million during the six
months ended June 30, 2017, compared to $1.4 million during the
same period in 2016, an increase of $235,000, or 17%. The increase
was due to the upfront payments required under the previously
announced development agreements entered into in April 2017 with
the Mayo Clinic and Acoustic MedSystems, Inc., which were partially
offset by reductions in software development and compensation
expenses.
Selling, general and administrative expenses slightly increased to
$4.0 million during the six months ended June 30, 2017, compared to
$3.9 million for the same period in 2016.
The Company's operating loss for the six months ended June 30, 2017
declined $813,000, or 20%, to $3.2 million, as compared with $4.0
million for the same period in 2016.
During the six months ended June 30, 2016, the Company recorded a
net gain from debt restructuring of $121,000, arising from the
restructuring of note payable to Brainlab and the 2014 Notes.
During the six months ended June 30, 2017 and 2016, the Company
recorded a loss of $62,000 and a gain of $424,000, respectively,
resulting from changes in the fair value of the derivative
liabilities existing at those respective dates.
Net interest expense during the six months ended June 30, 2017 and
2016 was $426,000 and $596,000, respectively, a decrease of
$171,000, or 29%. This decrease was due to the reduction of
principal balances.
Reflecting the effects of these non-operational items, net loss for
the six months ended June 30, 2017, was $3.7 million, as compared
with $3.8 million for the same period in 2016.
Private Placement
As previously announced, on May 26, 2017, the Company completed a
private placement of equity units, which resulted in gross proceeds
of $13.25 million, before deducting placement agents’ fees and
offering expenses.
Reverse Stock Split
As previously announced, on July 21, 2016, the Company's Board of
Directors approved a 1-for-40 reverse stock split of its issued
common stock, which was effectuated on July 26, 2016. All
disclosure of common shares and per share data in the accompanying
condensed consolidated financial statements have been adjusted
retroactively to reflect the reverse stock split for all periods
presented.
A full-text copy of the press release is available for free at:
https://is.gd/mzItsQ
About MRI Interventions
Based in Irvine, Calif., MRI Interventions, Inc. --
www.mriinterventions.com -- is a medical device company. The
Company develops and commercializes platforms for performing
minimally invasive surgical procedures in the brain and heart under
direct, intra-procedural magnetic resonance imaging (MRI) guidance.
It has two product platforms: ClearPoint system, which is used to
perform minimally invasive surgical procedures in the brain and
ClearTrace system, which is under development, to be used to
perform minimally invasive surgical procedures in the heart.
MRI Interventions incurred a net loss of $8.06 million for the year
ended Dec. 31, 2016, compared to a net loss of $8.44 million for
the year ended Dec. 31, 2015.
As of June 30, 2017, MRI had $16.85 million in total assets, $8.32
million in total liabilities and $8.52 million in total
stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NAVISTAR INTERNATIONAL: Will End Engine Production at Melrose Park
------------------------------------------------------------------
Navistar announced that it will cease all engine production at its
plant in Melrose Park, Ill., by the second quarter of fiscal 2018.
The Company will continue the facility's transformation into
Navistar's technical center, including truck and engine testing and
validation as well as used truck sales and reconditioning,
continuing the process that started in 2010.
The majority of engines produced at Melrose Park are medium duty
9/10 liter engines used in International Class 6 and 7 vehicles,
for which alternative engine options are currently offered in all
applications. Once completed, the cessation of engine
manufacturing at Melrose Park is expected to affect about 170
employees and reduce Navistar's operating costs by approximately
$12 million annually. The Company will take an approximate $43
million charge as a result of this action, including approximately
$8 million of cash related charges.
"Ceasing production of engines at Melrose Park is a difficult
decision, but represents another important step on our journey to
strengthening the company's competitiveness," said Persio Lisboa,
Navistar chief operating officer. "Our N9/10 engine family was
updated in 2014 and since then has served as a competitive niche
offering for specific medium-duty vehicles. As we approach future
regulatory requirements, the low volume nature of the platform
could not justify further product development investments on it."
In 2013, Navistar reintroduced the option of a 6.7 liter Cummins
engine for its Class 6/7 medium duty vehicles, followed in 2016 by
a 9 liter Cummins engine option, both of which have been well
received by customers. All of the engines Navistar and its
partners manufacture for the U.S. market will continue to be built
in America. The Cummins engines that are used in the medium duty
Class 6/7 segment are manufactured in Indiana and North Carolina,
while Navistar's big bore engine plant, which makes engines for
Navistar's Class 8 trucks, is in Alabama.
A significant portion of the hourly employees at Melrose Park are
retirement-eligible. Assistance and opportunities for retraining
will be offered.
"Ending production anywhere is a difficult decision because it
affects employees," Lisboa said. "We continue to be committed to
investing in our Melrose Park facility as we complete its
transformation into a technical center that is integral to our
product design, engineering and sales teams. Given the investments
we've made, we expect to have a significant presence in Melrose
Park for years to come."
The transformation of the Melrose Park facility began in 2010, when
the company added a state-of-the-art truck testing and validation
center at the 80-acre campus, complementing the existing engine
test center there, and bringing hundreds of engineering jobs there
from out of state. With truck and engine testing now being
conducted at Melrose Park, in close proximity to Navistar's product
development teams in Lisle and to the company’s New Carlisle,
Ind., proving ground, Navistar has reduced costs and improved
product design.
Over the last several months, the Company has added to its
investment in Melrose Park by opening a used truck evaluation and
reconditioning facility and its flagship Used Truck Sales Center.
Additional consolidation in the former manufacturing space is
possible in the future, which would allow even more employees in
product design, engineering, service and sales units to work
alongside each other.
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose subsidiaries
and affiliates subsidiaries produce International(R) brand
commercial and military trucks, MaxxForce(R) brand diesel engines,
IC Bus(TM) brand school and commercial buses, Monaco RV brands of
recreational vehicles, and Workhorse(R) brand chassis for motor
homes and step vans. It also is a private-label designer and
manufacturer of diesel engines for the pickup truck, van and SUV
markets. The Company also provides truck and diesel engine parts
and service. Another affiliate offers financing services.
Navistar reported a net loss attributable to the Company of $97
million on $8.11 billion of net sales and revenues for the year
ended Oct. 31, 2016, compared with a net loss attributable to the
Company of $184 million on $10.14 billion of net sales and revenues
for the year ended Oct. 31, 2015.
As of April 30, 2017, Navistar had $5.95 billion in total assets,
$11.07 billion in total liabilities and a total stockholders'
deficit of $5.12 billion.
* * *
Navistar carries a 'B3' Corporate Family Rating (CFR) and stable
outlook from Moody's. Moody's said in January 2017 that Navistar's
ratings reflects the continuing challenges the company faces in
re-establishing its competitive position and profitability in the
North American medium and heavy truck markets.
As reported by the TCR on March 6, 2017, Fitch Ratings has upgraded
the Issuer Default Ratings (IDR) for Navistar International
Corporation (NAV), Navistar, Inc., and Navistar Financial
Corporation (NFC) one notch to 'B-' from 'CCC' and removed the
ratings from Rating Watch Positive. The upgrade reflects improved
prospects for NAV's financial performance due to its alliance with
VW T&B.
As reported by the TCR on March 3, 2017, S&P Global Ratings said
that it raised its corporate credit ratings on Navistar
International Corp. and its subsidiary Navistar Financial Corp. to
'B-' from 'CCC+'. The outlook is stable. The upgrade follows
Navistar's strategic alliance with Volkswagen Truck & Bus, which
includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar,
definitive agreements for the two companies to collaborate on
technology, and the formation of a procurement JV.
NETWEST INC: Hires Eric A. Liepins PC as Counsel
------------------------------------------------
Netwest, Inc. seeks approval from the US Bankruptcy Court for the
Northern District of Texas, Forth Worth Division, to employ Eric A.
Liepins and the law firm of Eric A. Liepins, P.C. as counsel.
The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.
The Firm has agreed to represent the Debtor on the terms set forth
in the Application. The compensation to be paid to the Firm shall
be based upon these hourly rates:
Eric A. Liepins $275 per hour
Paralegals and Legal Assistants $30 - $50 per hour
Eric Liepins attests that the Firm had not previously represented
the Debtor or any of its principals. The Firm does not represent
any creditors or parties in interest in this case, their respective
attorneys and accountant, the United States Trustee, or any person
employed in the office of the United States Trustee, and does not
represent any other interest adverse to the Estate of the Debtor.
The Firm can be reached through:
Eric Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
Email: eric@ealpc.com
About Netwest
Headquartered at Stephensville, Texas, NetWest filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 17-43103) on July 31, 2017.
The case is assigned to Judge Russell F Nelms. Eric Liepins, Esq.
at Eric Liepins, P.C. represents the Debtor.
As of the time of the filing, the Debtor estimated less than $1
million in assets and liabilities.
NEW JERSEY ANTIQUE: Disclosure Statement Conditionally Approved
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The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey conditionally approved New Jersey Antique &
Used Furniture LLC's small business disclosure statement in support
of its plan of reorganization, dated July 27, 2017.
August 10, 2017, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
August 10, 2017, is fixed as the last day for filing written
acceptances or rejections of the Plan.
A hearing shall be held on August 17, 2017, at 2:00 p.m. for final
approval of the Disclosure Statement and for confirmation of the
Plan before the Honorable Kathryn C. Ferguson, U.S. Bankruptcy
Court, District of New Jersey, 402 East State, Trenton, NJ 08608 in
Courtroom 2.
About New Jersey Antique
New Jersey Antique & Used Furniture LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
17-12407)
on Feb. 7, 2017, listing under $500,000 in both assets and
liabilities.
ONE HORIZON: Sells 100,000 Common Shares to Investor
----------------------------------------------------
One Horizon Group, Inc., entered into a securities purchase
agreement with an investor on July 26, 2017, pursuant to which the
Company agreed to sell 100,000 shares of common stock at a purchase
price of $0.65 per Share, for gross proceeds to the Company of
approximately $65,000. The offering closed on July 28, 2017.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company, termination
provisions, and other obligations and rights of the parties.
The Company estimates that the net proceeds from the offering will
be approximately $62,500, after deducting offering expenses and the
legal fees.
The offering is being made pursuant to the Company's effective
registration statement on Form S-3 (Registration Statement No.
333-205049) previously filed with the Securities and Exchange
Commission and a prospectus supplement thereunder. The securities
may be offered only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. A prospectus supplement relating to the offering of the
securities has been filed with the SEC and is available on the
SEC's Web site at http://www.sec.gov/
About One Horizon
Ireland-based One Horizon Group, Inc., is the inventor of the
patented SmartPacketTM Voice over Internet Protocol ("VoIP")
platform. The software is designed to capitalize on numerous
industry trends, including the rapid adoption of smartphones, the
adoption of cloud based Internet services, the migration towards
all IP voice networks and the expansion of enterprise
bring-your-own- device to work programs. The Company designs,
develops and sells white label SmartPacketTM VoIP software and
services to large Tier-1 telecommunications operators.
As of March 31, 2017, One Horizon had $9.66 million in total
assets, $6.81 million in total liabilities and $2.84 million in
total stockholders' equity.
One Horizon reported a net loss of $5.54 million on $1.61 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $6.30 million on $1.53 million of revenue for the year ended in
2015.
The Company's independent accountants Cherry Bekaert LLP in Tampa,
Fla., stated in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, that the Company has
recurring losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
OPTIMUMBANK HOLDINGS: Appoints Thomas Procelli to Board
-------------------------------------------------------
OptimumBank Holdings, Inc., appointed Thomas Procelli as a director
on July 25, 2017.
Mr. Procelli, age 63, currently serves as the principal consultant
for TAP Independent Consulting, LLC. He has served as a director
of OptimumBank since 2012. He previously served as the executive
vice president and chief operating officer of OptimumBank from 2000
through 2015. Mr. Procelli has a diverse background in operations,
information systems, compliance and audit. Prior to his service
with OptimumBank, his positions included serving as executive vice
president and operations officer for Enterprise National Bank of
Palm Beach, located in Palm Beach Gardens, Florida.
Responsibilities included back office operations, information
technology, and regulatory compliance. Mr. Procelli received his
MBA in finance in 1979 and his BBA degree in accounting in 1976
from Hofstra University located in Hempstead, New York.
About OptimumBank Holdings
OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla.,
is a one-bank holding company and owns 100 percent of OptimumBank,
a state (Florida)-chartered commercial bank. The Company offers a
wide array of lending and retail banking products to individuals
and businesses in Broward, Miami-Dade and Palm Beach Counties
through its executive offices and three branch offices in Broward
County, Florida. Effective April 16, 2010, the Bank consented to
the issuance of a consent order by the Federal Deposit Insurance
Corporation and the Florida Office of Financial Regulation.
OptimumBank reported a net loss of $396,000 for the year ended Dec.
31, 2016, following a net loss of $163,000 for the year ended Dec.
31, 2015.
As of March 31, 2017, OptimumBank had $117.9 million in total
assets, $115.05 million in total liabilities, and $2.81 million in
total stockholders' equity.
Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, stating that the
Company is in technical default with respect to its Junior
Subordinated Debenture. The holders of the Debt Securities could
demand immediate payment of the outstanding debt of $5,155,000 and
accrued and unpaid interest, which raises substantial doubt about
the Company's ability to continue as a going concern.
PACIFIC DRILLING: CEO & Director Christian Beckett Steps Down
-------------------------------------------------------------
Pacific Drilling S.A. announced that Christian J. Beckett, the
Company's chief executive officer, has stepped down from his
positions as CEO and as a member of the Board effective Aug. 1,
2017, to pursue other opportunities. The Company also announced
that Paul T. Reese, the Company's current executive vice president
and chief financial officer, has been promoted to serve as chief
executive officer, Johannes (John) P. Boots, the Company's current
senior vice president - finance and treasurer, has been promoted to
serve as senior vice president and chief financial officer, and
that Richard E. Tatum, the Company's current vice president and
controller, has been promoted to serve as senior vice president and
chief accounting officer. Mr. Beckett has agreed to make himself
available to assist during the transition.
Paul Reese joined Pacific Drilling in October 2008 and was
appointed the Company's executive vice president and chief
financial officer in February 2015. He was named senior vice
president and chief financial officer in February 2014, and
previously served as its vice president and controller. Mr. Reese
has over 20 years of experience in the oilfield services and E&P
space.
John Boots joined the Company in December 2009 as vice president
and treasurer, and was appointed senior vice president - finance
and treasurer in May 2016, responsible for the Company's global
treasury, financing, insurance and investor relations activities.
He has over 25 years of experience in public and private U.S. and
European companies in the international oil service sector.
Richard Tatum joined Pacific Drilling in October 2010, and has
served as the Company's vice president and controller and principal
accounting officer since March 2014. Prior to that, Mr. Tatum
served as the Company's director of financial reporting. Mr. Tatum
has over 15 years of experience in offshore drilling and public
accounting.
Cyril Ducau, the Company's Chairman of the Board, stated, "We
sincerely appreciate the many invaluable contributions that Chris
has made during his nearly 10 year tenure with the Company. The
entire Board joins me in expressing our gratitude and appreciation
to Chris for his service, and we wish him all the best in his
future endeavors.
Paul has served the Company well in a number of senior level roles,
most recently for the last three and a half years as our Chief
Financial Officer, and we have every confidence in his ability to
take on the role of Chief Executive Officer during this challenging
time for our Company. John and Richard have done outstanding jobs
in their current roles, and we congratulate them both on their
promotions."
About Pacific Drilling
Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an
international offshore drilling contractor. The Company's
primary business is to contract its high-specification rigs,
related equipment and work crews, primarily on a day rate basis,
to drill wells for its clients. The Company's contract
drillships operate in the deepwater regions of the United States,
Gulf of Mexico and Nigeria.
Pacific Drilling reported a net loss of $37.15 million on $769.5
million of revenues for the year ended Dec. 31, 2016, as compared
with net income of $126.2 million on $1.08 billion of revenues
for the year ended Dec. 31, 2015.
As of March 31, 2017, Pacific Drilling had $5.75 billion in total
assets, $3.18 billion in total liabilities and $2.57 billion in
total shareholders' equity.
The Company's independent auditors KPMG LLP, in Houston, Texas,
expressed substantial doubt about the Company's ability to
continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2016. KPMG
noted that the Company expects to be in violation of certain of
its financial covenants in the next 12 months.
* * *
In October 2016, Moody's Investors Service downgraded Pacific
Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and
Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'.
"PacDrilling's ratings downgrade reflects our extremely negative
view of the offshore drilling sector with no near term signs of
improvement. Depressed prices for the offshore drillships offers
weak asset coverage for PacDrilling's overall debt. With no
material signs of improving contract coverage or utilization for
PacDrilling's drillships, cashflow through 2017 will be severely
impacted resulting in an unsustainable capital structure," said
Sreedhar Kona, Moody's senior analyst.
In February 2017, S&P Global Ratings affirmed its ratings on
Pacific Drilling S.A., including its 'CCC-' corporate credit
rating. S&P subsequently withdrew all ratings on the company at
its request.
PANDA TEMPLE: Exclusive Plan Filing Period Extended Until Nov. 13
-----------------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended the exclusive periods during
which only Panda Temple Power, LLC, and Panda Temple Power
Intermediate Holdings II, LLC may file a Chapter 11 plan of
reorganization and solicit acceptances of the plan to November 13,
2017, and January 15, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtors asked the Court to extend their exclusive periods to
provide sufficient time to obtain confirmation and, ultimately,
consummation of the Plan without distraction from competing plans
of reorganization that may be filed by third parties.
Given the lack of alternatives and the fact that the vast majority
of claims against the Debtors arise from the prepetition credit
facility, the Debtors focused their efforts on negotiations with an
ad hoc group of prepetition lenders, which culminated in the
execution of that certain Restructuring Support Agreement, dated as
of the Petition Date. As of the Petition Date, the Debtors had
approximately $398.7 million in principal outstanding under their
Prepetition Credit Facility.
After the Petition Date, on June 29, the Debtors filed their Joint
Plan of Reorganization and the accompanying Disclosure Statement
with the support of the Prepetition Lenders. On the same day, the
Court approved the Disclosure Statement and procedures for
soliciting votes on the Plan. But the Plan has not yet been
confirmed.
The Debtors believed that it is in the best interest of their
estates and all parties in interest to pursue confirmation of the
consensual Plan. The Debtors believed cause exists to grant the
extension of the Exclusive Periods to ensure a successful emergence
from bankruptcy without the distraction of competing, third-party
Chapter 11 plans, because, among others, the Debtors' Chapter 11
cases are large in size and complex in nature.
The Debtors assured the Court that extension of the Exclusive
Periods will not prejudice the legitimate interests of postpetition
creditors because the Debtors continue to make timely payments on
their undisputed postpetition obligations.
About Panda Temple
Panda Temple Power, LLC, and Panda Temple Power Intermediate
Holdings II, LLC, filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on
April 17, 2017.
Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas. The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States. Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.
The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors. Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014. In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.
Panda Temple Power Intermediate Holdings II, LLC is a holding
company with no assets other than its ownership interests in Temple
I.
In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.
The cases are pending before the Honorable Laurie Selber
Silverstein. The Debtors hired Richards, Layton & Finger, P.A.,
and Latham & Watkins LLP as legal counsel; Latham & Watkins LLP,
Inc., as co-counsel; Ducera Partners LLC as financial advisor; and
Prime Clerk LLC as claims and noticing agent and administrative
advisor.
No official committee of unsecured creditors has been appointed.
PARETEUM CORP: Appoints Telecom Executive as Independent Director
-----------------------------------------------------------------
Pareteum Corporation announced that Ms. Laura Thomas, a highly
regarded telecom executive with a 30 year track record, has been
appointed to Pareteum's Board of Directors effective immediately.
Ms. Thomas is an experienced telecommunications industry chief
executive officer and chief financial officer who has steered
companies large and small, ranging from $20 million to $1.5 billion
in annual revenues, upholding corporate governance and transparency
among stakeholders. She has worked alongside Board and C-suite
teams to position companies for positive cash flow and to achieve
record profitability. Currently, Ms. Thomas is chief financial
officer of Towerstream, the leading fixed wireless Internet
provider in the U.S. Previously, Ms. Thomas was Chairman of the
Board of Directors at Impact Telecom, a leading provider of voice
and messaging solutions for businesses and carriers. She provided
leadership to the company's management team in strategic
initiatives and increasing enterprise value. As CEO at TNCI, a
national telecommunications provider, she was primarily tasked with
leading the development and execution of TNCI's long-term strategy
and ensuring the company's continued success. Ms. Thomas
previously served in increasingly responsible leadership roles at
XO Communications, culminating with CEO, focused on driving the
company's strategic focus on IP and data solutions, while
delivering excellence in customer experience and aligning the
company's resources toward continued operational efficiencies.
Prior, she served as Director of Finance at MCI Communications.
Ms. Thomas commented, "The telecommunications market has been
searching for a global platform with deep integration into the
mobile industry and Pareteum has demonstrated it has this
capability. Its unique cloud-based broadband services deliver high
value services at a cost structure not previously available in the
market. The Company is gaining market traction with the right
offering at the right time, positioning Pareteum for significant
growth. I am pleased to join Pareteum’s Board and offer my
expertise to support the Company in executing on a very significant
opportunity."
Hal Turner, executive chairman of Pareteum, added, "Having
successfully completed key elements of a corporate turnaround at
Pareteum, we are now adding independent directors with deep
industry experience to our Board. We are pleased and honored that
Laura has accepted a Board seat, and will also serve as Chair of
our Audit Committee. She has strong ties with telecom and mobile
industry titans, as well as expertise in the capital markets. Her
experience and her industry network will be of tremendous value to
Pareteum as we continue to improve our financial and operational
performance. We believe the addition of Laura Thomas, and earlier
in the year, Luis Jimenez-Tunon, serves as proof-positive to our
shareholders, customers, and employees, of Pareteum's long-term
commitment to being an innovative leader in the telecom industry."
Ms. Thomas will receive customary compensation for her service as a
director equal to other directors of the Company.
Since the beginning of the Company's last fiscal year, Ms. Thomas
has not been a party to any transaction, or any currently proposed
transaction, in which the Company was or is to be a participant and
the amount involved exceeds $120,000, or in which any related
person of Ms. Thomas had or will have a direct or indirect material
interest.
About Pareteum Corp
New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.
Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015.
As of March 31, 2017, Pareteum had $13.10 million in total assets,
$16.33 million in total liabilities and a total stockholders'
deficit of $3.23 million.
Squar Milner, LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit of
$287,080,234 and has negative working capital. This raises
substantial doubt about the Company's ability to continue as a
going concern.
PATRICK O'NEAL CHEVERS: Lian Buying Nashville Property for $195K
----------------------------------------------------------------
Patrick O'Neal Clevers asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to authorize the private sale of the
real property located at 4029 Scotwood Drive, Nashville, Tennessee,
to Thang Muan Lian $195,000.
The Debtor asks that the Court hear its Motion on an expedited
basis because the closing date has been set for Aug. 22, 2017 as
per the Purchase and Sale Agreement. The Debtor proposes that the
expedited motion be set for hearing on Aug. 9, 20l7 at 8:30 a.m.
The Debtor proposes to sell the Property to the Buyer free and
clear of liens.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/PATRICK_CHEVERS_198_Sales.pdf
All valid and enforceable liens against the Property will attach to
the proceeds of the sale, subject to the instructions and amounts
in a proper payoff quote as per the provisions of the Debtor's
confirmed Chapter 11 Plan. Such sale is not a short sale. The
balance of the net proceeds from the sale would then be applied as
per the provisions of the Debtor's confirmed Chapter 11 plan. The
Property is property of the Debtor's estate.
About Patrick O'Neal Chevers
Patrick O'Neal Chevers filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Tenn. Case No. 14-007044). On June 5, 2012, the
Debtor filed a Chapter 13 case in the Western District of Michigan
which was dismissed and on Feb. 18, 2014, the Debtor filed a
Chapter 11 case in this district which was also dismissed.
Randall K. Winton, Esq., at Winton Law, PLLC, serves as the
Debtor's counsel.
PELICAN REAL: Liquidating Trustee's Sale of Snohomish Property OK'd
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Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Maria M. Yip, the Chapter 11
Liquidating Trustee for Pelican Real Estate, LLC, and affiliates,
to sell real property located at 7252 77th Drive SE, Snohomish,
Washington.
The Court confirms, based upon the statements of counsel at the
hearing, that the payoff of the Deed of Trust dated Nov. 26, 2007,
filed for record on Nov. 27, 2007 as Auditor's File No.
200711270937, in the records of Snohomish County, Washington will
satisfy the obligations under the Deed of Trust to Secure
Assumption dated Nov. 9, 2012, filed for record on Dec. 20, 2012,
as Auditor's File No. 201212200713, in the records of Snohomish
County, Washington.
As agreed and discussed on the record, Ron and Sharon Fossum will
promptly provide written authorization to Nationstar Mortgage to
provide a payoff statement of the First Deed of Trust to the
Liquidating Trustee, and Rainier Title.
With regard to the proposed sale of the Property, all fees and
costs associated with or generated as a result of the sale will be
paid at closing from the sale proceeds. The Fossums will not be
personally responsible for any fees or costs associated with or
arising from the proposed sale.
For purposes of all future correspondence or notices related to her
duties under the confirmed liquidating plan, the Liquidating
Trustee will contact the Fossums through their personal attorney
Mr. Laurence J. Pino, Esq.
About Pelican Real Estate
Pelican Real Estate, LLC and its eight affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was
signed by Jared Crapson, president of SMFG, Inc., manager of
Pelican Management Company, LLC. At the time of the filing,
Pelican Real Estate listed under $50,000 in both assets and
debts.
The Debtors are represented by Elizabeth A. Green, Esq., at Baker
& Hostetler LLP. The Debtors hire Bill Maloney Consulting as
their financial advisor; Hammer Herzog and Associates P.A. as
their accountant; and Pino Nicholson PLLC as their special
counsel.
Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hires Dance Bigelow Sharp & Co. as accountant.
Guy Gebhardt, acting U.S. trustee for Region 21, on July 27 formed
an official committee of unsecured creditors for Pelican Real
Estate LLC's affiliates, Smart Money Secured Income Fund LLC and
Accelerated Asset Group LLC.
Maria Yip, the court-appointed examiner, proposes to hire
GrayRobinson, P.A. to provide legal services in connection with
the Debtor's bankruptcy case, and Fikso Kretschmer Smith Dixon
Ormseth PS as special counsel.
PENICK PRODUCE: Intends to File Chapter 11 Plan by November 22
--------------------------------------------------------------
Penick Produce Company, Inc. and its debtor-affiliates request the
U.S. Bankruptcy Court for the Northern District of Mississippi to
extend the exclusive periods within which to file Chapter 11 Plan
and to solicit acceptances on such plan through November 22, 2017
and January 22, 2018, respectively.
The Debtors contend that they have diligently attempted to move
these Chapter 11 cases forward. However, the cases are not
presently positioned such that meaningful effort toward formulation
of a plan or plans has been or is possible at this time.
Nonetheless, the Debtors have exhibited a good faith effort to
achieve progress and have likewise demonstrated good cause for
extending the Exclusive Periods, among others:
(a) The Debtors have reached agreement with BancorpSouth Bank
providing for their continued use of cash collateral as evidenced
by interim and final agreed orders. The Debtors' operations have
outperformed their budgeted projections.
(b) The Debtors have engaged Legacy Capital as their
investment banker, which has been working diligently to commence a
process to entertain the varying solicitations of interest in
potential transactions they have received. These processes are
underway, but neither the Debtors nor Legacy Capital have had ample
time at this juncture to make significant progress toward an
identifiable transaction of any kind.
(c) The Debtors have remained current with all post-petition
obligations as they continue to work toward preparation for
operations commencing in the fall for a new business year.
(d) The Debtors have exchanged information with BancorpSouth
Bank and the Committee in order to cooperate and collaborate on
these restructuring efforts, to the extent possible and to minimize
cost and distraction.
(e) The Debtors have obtained approval of a claims procedure
to resolve all Perishable Agricultural Commodities Act trust claims
and of all other farmers that do not hold trust claims.
The Debtors tell the Court that this is the first extension being
sought by the Debtors of the Exclusivity Periods. However, the
Debtors contend that there remain additional tasks that will be
necessary to enable the Debtors to formulate and implement a
confirmable plan, and the Debtors believe that they can likely
achieve this within the extended periods requested. Neither
BancorpSouth nor the Committee have any objection to the requested
extensions sought by the Debtors.
About Penick Produce Company
Founded in 1991, Penick Produce Co., Inc., is a small organization
in the fresh fruits and vegetable companies industry located in
Vardaman, Mississippi.
Penick Produce, Co., and affiliates Penick Business LP and Penick
LP sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Miss. Lead Case No. 17-11522) on April 26, 2017. The
petitions were signed by Robert A. Langston, president.
At the time of the filing, Penick Produce estimated assets at $10
million to $50 million and debt at $1 million to $10 million.
Judge Jason D. Woodard presides over the cases.
The Debtors are represented by Douglas C. Noble, Esq., at McCraney,
Montagnet, Quin & Noble, PLLC. The Debtors tapped Legacy Capital,
Inc. as investment banker.
An official committee of unsecured creditors was appointed by the
U.S. Trustee on May 16, 2017, and modified on May 18, 2017. The
committee retained the Law Office of Derek A. Henderson, as
counsel.
PIONEER ENERGY: Incurs $20.2 Million Net Loss in Second Quarter
---------------------------------------------------------------
Pioneer Energy Services Corp. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $20.21 million on $107.13 million of total revenues for
the three months ended June 30, 2017, compared to a net loss of
$29.99 million on $62.29 million of total revenues for the three
months ended June 30, 2016.
Second quarter Adjusted EBITDA was $12.9 million, up from $6.0
million in the prior quarter primarily due to higher activity from
the Company's Production Services Segment, as well as increased
utilization in its U.S. drilling operations. Compared to the
year-earlier quarter, second quarter Adjusted EBITDA was up $9.3
million primarily due to increased activity in our Production
Services Segment.
For the six months ended June 30, 2017, the Company reported a net
loss of $45.33 million on $202.88 million of total revenues
compared to a net loss of $57.69 million on $137.24 million of
total revenues for the same period during the prior year.
As of June 30, 2017, Pioneer Energy had $708.54 million in total
assets, $470.67 million in total liabilities and $237.86 million in
total shareholders' equity.
"We are pleased with the solid improvement in our financial and
operating results and the sustained strength in customer activity
levels, despite some weakening in oil prices," said Wm. Stacy
Locke, president and CEO of Pioneer Energy Services.
"We continued to benefit from higher customer activity that began
late last year in both our Production Services and Drilling
Services Segments. Our Production Services Segment realized double
digit revenue growth in all three business lines in the second
quarter with improving margins. We expect our Production Services
Segment to continue to perform well as our customers work through a
backlog of drilled but uncompleted wells and deferred maintenance
on existing producing wells. In our Drilling Services Segment, our
U.S. drilling rig fleet is 100% utilized and generating margins per
day which we believe are among the highest in the industry. Seven
rigs have been renewed in the second and third quarters of 2017
with dayrates increasing a minimum of $2,000 per day, and two rigs
were extended through the end of 2018 and one extended for a year
beginning in July. In Colombia, three rigs are under contract
today. Two of these rigs are currently earning revenues and the
third is in the process of moving to the next location. One
additional rig is pending final negotiations on contracts. The
outlook in Colombia is very positive for sustained work in the
third and fourth quarters of 2017 with improving utilization in
2018."
"While we are continuing to see improvement in the majority of the
regions in which we operate and we are benefiting from further
pricing increases, we intend to remain disciplined in our capital
expenditure program this year. With the majority of our capital
spending in 2017 front-end loaded for equipment upgrades and
additional units to meet current customer demand, we anticipate
being cash flow neutral in the second half of the year. We are
well positioned with high-quality equipment and best-in-class
service and safety that can compete and perform well in any of our
markets."
In the third quarter of 2017, Production Services Segment revenue
is estimated to be up approximately 5% to 10% as compared to the
second quarter of 2017. Production Services Segment margin is
estimated to be 24% to 26% of revenues in the third quarter.
Drilling rig utilization in the third quarter is estimated to
average 74% to 77%. Drilling Services Segment margin is expected
to be approximately $8,100 to $8,500 per day in the third quarter.
Working capital at June 30, 2017, was $52.8 million, up from $48.0
million at Dec. 31, 2016. The Company's cash and cash equivalents
were $6.9 million, down from $10.2 million at year-end 2016.
The decrease in cash and cash equivalents during the first half of
2017 was primarily due to $40.0 million of cash used for purchases
of property and equipment and $16.3 million of cash used in
operating activities, partially funded by $42.7 million of net
borrowings under its Revolving Credit Facility and $7.7 million of
proceeds from the sale of assets.
The Company currently has $11.8 million in committed letters of
credit and $88.5 million in borrowings outstanding under our $150
million Revolving Credit Facility.
Cash capital expenditures during the six months ended June 30,
2017, were $40.0 million. The Company estimates total capital
expenditures for 2017 to be approximately $56 million to $59
million, which includes approximately $22 million for drilling rig
upgrades, the exchange of 20 well servicing rigs which was
completed in the first quarter of 2017 and the purchase of six
wireline units.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/XbSI7o
About Pioneer Energy
Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia. The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.
Pioneer Energy reported a net loss of $128.39 million in 2016
following a net loss of $155.14 million in 2015.
* * *
As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy's Corporate Family
Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating
(PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca'
from 'B3'. "The rating downgrades were driven by the material
deterioration in Pioneer Energy's credit metrics through 2015 and
our expectation of continued deterioration through 2016. The
demand outlook for drilling and oilfield services is extremely
weak, as witnessed by the steep and continued drop in the US rig
count" said Sreedhar Kona, Moody's vice president. "The negative
outlook reflects the deteriorating fundamentals of the services
sector and the likelihood of covenant breaches."
The TCR reported on March 20, 2017, that S&P Global Ratings
affirmed its 'B-' corporate credit rating on Pioneer Energy. The
outlook is negative.
QUADRANT 4 SYSTEM: Taps Faegre Baker Daniels as Special Counsel
---------------------------------------------------------------
Quadrant 4 System Corporation seeks authority from the US
Bankruptcy Court for the Northern District of Illinois, Eastern
District, to employ Faegre Baker Daniels LLP, to represent the
Debtor as its special counsel for securities litigation and related
matters in the Chapter 11 Case.
The Debtor anticipates the firm's Michael R. MacPhail to continue
to be primarily working on this matter given his significant
experience in this area of the law. Mr. MacPhail's hourly rate is
$555.00/hr.
It is anticipated that Joel M. Hammerman, whose hourly rates is
$600.00/hour, shall provide limited services monitoring the
Criminal Action.
Mr. MacPhail attests that the FaegreBD has no connection with the
Debtor, the Debtor's creditors, any other party in interest, their
respective attorneys and accountant, the United States Trustee or
any person employed by the United States Trustee, and does not
represent any interest adverse to the estate.
The Firm can be reached through:
Michael R. MacPhail, Esq.
Joel M. Hammerman, Esq.
FAERGRE BAKER DANIELS LLP
311 S. Wacker Drive, Suite 4300
Chicago, IL 60606
Tel: 312 212 6500
Fax: 312 212 6501
Email: joel.hammerman@FaegreBD.com
michael.macphail@FaegreBD.com
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. Quadrant's principal executive
offices are located in Schaumburg Illinois. The Company also
operates its business from various offices located in Naples,
Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury,
New Jersey; Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 System is the 100% owner of the issued and outstanding
common stock of Stratitude, Inc., a California corporation, which
it acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.
Quadrant 4 System disclosed total assets of $47.05 million and
total liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-19689) on June 29, 2017. Robert H. Steele, the CEO,
signed the petition.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Chapter 11 case is assigned to Judge Jack B. Schmetterer.
The Debtor's attorneys are Chad H. Gettleman, Esq. and Nathan Q.
Rugg, Esq. at Adelman & Gettleman, Ltd. Silverman Consulting Inc.,
is the Debtor's financial consultants, and Livingstone Partners,
LLC, is the investment banker.
Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Case.
QUADRANT 4 SYSTEM: Taps Livingstone Partners as Investment Banker
-----------------------------------------------------------------
Quadrant 4 System Corporation seeks authority from the US
Bankruptcy Court for the Northern District of Illinois, Eastern
District, to employ Livingstone Partners LLC as its investment
bankers.
Services to be rendered by Livingstone Partners are:
(a) analyze and evaluate the debtor's business, operations and
financial position;
(b) assist in preparing an offering memorandum for
distribution and presentation to potential purchasers;
(c) assist in preparation and implementation of a marketing
plan;
(d) assist in the screening of interested prospective
purchasers;
(e) identify and contact selected prospective purchasers on
Debtor's behalf;
(f) assist in coordinating the data from and with potential
purchasers' due diligence investigations;
(g) assist in evaluating proposals which are received from
potential purchasers;
(h) assist in structuring and negotiating the Section 363
sale(s);
(i) communicate with the Debtor's and other designated
representatives of the Committee, secured lenders herein, and
others, to discuss the proposed Section 363 sale and its financial
implications; and
(j) render such other services as may be agreed upon by
Livingstone in connection with any of the foregoing.
Livingstone's compensation is comprised of two components:
(a) a monthly retainer fee of $15,000, subsequently capped by
agreement at $75,000, all of which was paid prior to the Petition
Date; and
(b) for any offers, in the aggregate, that are received under
the terms of the Agreement, Livingstone' fee shall be paid in cash
at closing of the sale of assets an "Accomplishment Fee" equal to
the greater of $750,000 or 3% of the total consideration received
from all such sales of the Debtor's assets, in whole or in
piecemeal up to $35 million, and 5% of such total consideration in
excess of $35 million.
Joseph Greenwood attests that Livingstone Partners is a
"disinterested person" as that term is defined in Section 101(14)
of the Code and that it represents no interests adverse to this
estate.
The Firm can be reached through:
Joseph Greenwood
LIVINGSTONE PARTNERS LLC
443 North Clark
Chicago, IL 60654
Tel: 312-670-5900
Email: greenwood@livingstonepartners.com
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. Quadrant's principal executive
offices are located in Schaumburg Illinois. The Company also
operates its business from various offices located in Naples,
Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury,
New Jersey; Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 System is the 100% owner of the issued and outstanding
common stock of Stratitude, Inc., a California corporation, which
it acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.
Quadrant 4 System disclosed total assets of $47.05 million and
total liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-19689) on June 29, 2017. Robert H. Steele, the CEO,
signed the petition.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Chapter 11 case is assigned to Judge Jack B. Schmetterer.
The Debtor's attorneys are Chad H. Gettleman, Esq. and Nathan Q.
Rugg, Esq. at Adelman & Gettleman, Ltd. Silverman Consulting Inc.,
is the Debtor's financial consultants, and Livingstone Partners,
LLC, is the investment banker.
Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Case.
QUADRANT 4 SYSTEM: Taps Nixon Peabody as Special Counsel
--------------------------------------------------------
Quadrant 4 System Corporation seeks authority from the US
Bankruptcy Court for the Northern District of Illinois, Eastern
District, to employ the law firm of Nixon Peabody LLP as its
special counsel for matters concerning taxes, labor, ERISA,
securities compliance, international law, and related matters.
Current hourly billing rates for the NP attorneys are:
Gary Levestein $920.00
David Brown $630.00
Pierce Han $495.00
Brian Alcala $670.00
R. Scott Alcala $715.00
Current billing rates for other professionals are:
Partners $370.00 to $895.00 per hour
Associates $235.00 to $530.00 per hour
Paralegals $190.00 to $280.00 per hour
R. Scott Alsterda attests that Nixon Peabody has no connection with
the Debtor, the Debtor's creditors, any other party in interest,
their respective attorneys and accountants, the United States
Trustee or any person employed by the United States Trustee, and
does not represent any interests adverse to this estate.
The Firm can be reached through:
Nixon Peabody LLP
70 West Madison St., Suite 3500
Chicago, IL 60602
Tel: 312-977-9203
Fax: 312-977-4405
Email: rsalsterda@nixonpeabody.com
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. Quadrant's principal executive
offices are located in Schaumburg Illinois. The Company also
operates its business from various offices located in Naples,
Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury,
New Jersey; Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 System is the 100% owner of the issued and outstanding
common stock of Stratitude, Inc., a California corporation, which
it acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.
The Debtor disclosed total assets of $47.05 million and total
liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 System Corporation filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 17-19689) on June 29, 2017. Robert H. Steele,
the CEO, signed the petition.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Chapter 11 case is assigned to Judge Jack B. Schmetterer.
The Debtor's attorneys are Chad H. Gettleman, Esq. and Nathan Q.
Rugg, Esq. at Adelman & Gettleman, Ltd.
Silverman Consulting Inc., is the Debtor's financial consultants,
and Livingstone Partners, LLC, is the investment banker.
Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Case.
REEVES COUNTY, TX: S&P Cuts Rating on 3 Bond Tranches to 'CCC+'
---------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Reeves County,
Texas' project revenue bonds series 2012, 2010A, and 2010 three
notches to 'CCC+' from 'B+' and placed the rating on CreditWatch
with negative implications.
"The 'CCC+' rating reflects our view that the issuer is currently
vulnerable to nonpayment, and is dependent on favorable business,
financial, and economic conditions to be able to meet its financial
commitment on the project revenue bonds," said S&P Global Ratings
credit analyst Ann Richardson.
The downgrade is based primarily on the Federal Bureau of Prisons'
(BOP) decision to not re-award a contract to Reeves County
Detention Center (RCDC) I and II, and that all prisoners housed in
those units will be transferred to other facilities by July 31,
2017. The lowered rating also reflects the issuer's stated intent
to market and sell the facility, which may result in adverse
impacts to bondholders. A first lien on and pledge of monthly
facility revenues derived from the operation of the facility secure
the bonds. The BOP did award a short-term "bridge" contract, or a
12-month extension, to RCDC III at a fixed monthly rate. S&P said,
"Based on the revenue provided by the bridge contract, we believe
it should enable the county to continue to make its quarterly
payment over the next 12 months. However, we believe that continued
payment by the county of the financial obligations supporting the
bonds beyond the 12-month period of the bridge contract appears to
be unsustainable." The county is pursuing a different contract
under the Criminal Alien Requirement (CAR) 19 to secure additional
revenue sources for repayment of the bonds, but the timing of when
that contract will be awarded, and probability that Reeves County
will be awarded that contract, is unknown.
S&P said, "The CreditWatch placement reflects our view of the
uncertainty and potential negative implications stemming from a
lack of a long-term contract associated with the facility and the
county's intent to sell detention facility, as revenue derived from
that asset secures the bonds. The county indicated that part of the
difficulty in obtaining a long-term contract stems from an
uncompetitive cost structure, in part due to existing debt service.
As such, we believe that, absent the identification of an
alternative source of ongoing revenue, it appears unlikely that
bondholders will be made whole with respect to one or more of the
conditions of payment, terms, or covenants.
"The CreditWatch placement also reflects our view that the county
will continue to first allocate monthly revenues derived from the
BOP contract to the trustee for quarterly debt service payments
before funding operations. A violation of financial covenants could
also lead to a lowered rating. As a result, we have placed the
rating on CreditWatch, and will continue to monitor the possible
sale of the asset as well as engage in ongoing discussions with the
county to determine if it will continue to be able and willing to
honor its financial covenants."
RENNOVA HEALTH: Amends 5.3-Mil. Shares Resale Prospectus with SEC
-----------------------------------------------------------------
Rennova Health, Inc., has amended its Form S-1 registration
statement with the Securities and Exchange Commission relating to
the resale, from time to time, by Sabby Healthcare Master Fund,
Ltd., Sabby Volatility Warrant Master Fund, Ltd., Lincoln Park
Capital Fund, LLC and Alpha Capital Anstalt of up to 5,267,082
shares of common stock, par value $.01 per share, of the Company
issuable upon the conversion of up to $2,054,162 aggregate
principal amount of Senior Secured Original Issue Discount
Convertible Debentures, due March 21, 2019, based on a conversion
price of $0.39. On each monthly amortization date, the Company may
elect to repay 5% of the original principal amount of Debentures in
cash or, in lieu thereof, the conversion price of each Debentures
will thereafter be 85% of the volume weighted average price at the
time of conversion. In the event the Company does not elect to pay
such amortization amount in cash, each investor may increase the
conversion amount subject to the alternative conversion price by up
to four times the amortization amount. The Debentures were issued
to the Selling Stockholders in private placements on March 21,
2017.
The Selling Stockholders may sell the shares of common stock being
offered by this prospectus from time to time on terms to be
determined at the time of sale through ordinary brokerage
transactions or through any other means described in this
prospectus under "Plan of Distribution." The prices at which the
Selling Stockholders may sell the shares will be determined by the
prevailing market price for the shares or in negotiated
transactions. The Company is not selling any securities under this
prospectus and it will not receive any proceeds from the sale of
the shares by the Selling Stockholders.
The Company's common stock is listed on The NASDAQ Capital Market
and traded under the symbol "RNVA."
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/Yh4Kyt
About Rennova Health
Based in West Palm Beach, Florida, Rennova Health, Inc.
(NASDAQ:RNVA) -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers, delivering an efficient, effective patient experience
and superior clinical outcomes.
Rennova Health reported a net loss attributable to common
stockholders of $32.61 million on $5.24 million of net revenues for
the year ended Dec. 31, 2016, compared with a net loss attributable
to common stockholders of $37.58 million on $18.39 million of net
revenues for the year ended Dec. 31, 2015.
As of March 31, 2017, Rennova Health had $8.31 million in total
assets, $73.64 million in total liabilities and a total
stockholders' deficit of $65.33 million.
Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies. Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
RICEBRAN TECHNOLOGIES: DG Capital Has 9.8% Stake as of May 5
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, DG Capital Management, LLC disclosed beneficial
ownership of 1,066,200 common shares (9.8%); DG Value Partners II
Master Fund, LP reported beneficial ownership of 876,515 common
shares (8.0%); and Dov Gertzulin reported beneficial ownership of
1,066,200 (9.8) of RiceBran Technologies based upon a statement by
the Company that there were 10,927,204 shares of Common Stock
issued and outstanding as of May 5, 2017, as disclosed in the
Issuer's Form 10-Q filed on May 12, 2017. A full-text copy of the
regulatory filing is available at https://is.gd/ya0lBM
About RiceBran
Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation -- http://www.ricebrantech.com-- is a human food
ingredient and animal nutrition company focused on the procurement,
bio-refining and marketing of numerous products derived from rice
bran. RiceBran Technologies has proprietary and patented
intellectual property that allows it to convert rice bran, one of
the world's most underutilized food sources, into a number of
highly nutritious food and feed ingredient products. Its global
target markets are food and feed manufacturers and retailers, as
well as specialty food, functional food and nutritional supplement
manufacturers and retailers.
RiceBran incurred a net loss attributable to common shareholders of
$9.10 million in 2016 compared to a loss attributable to common
shareholders of $8.3 million in 2015.
As of March 31, 2017, Ricebran had $32.46 million in total assets,
$24.61 million in total liabilities and $7.85 million in total
equity attributable to Ricebran shareholders.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations resulting in an accumulated deficit of $260 million
at Dec. 31, 2016. This factor among other things, raises
substantial doubt about its ability to continue as a going concern.
RICHARD D. VAN LUNEN: Hires UHY Advisors as Accountant
------------------------------------------------------
Richard D. Van Lunen Charitable Foundation seeks authority from the
US Bankruptcy Court for the District of Colorado to employ UHY
Advisors Mid-Atlantic MD, Inc. as the Debtor's accountant.
The Debtor needs the firm to provide general accounting services on
an ongoing basis including, but not limited to, assistance in the
preparation of the Debtor's Monthly Operating Reports.
The Accountant will charge the Debtor at:
Michael Kirby $280 per hour
Brenda Sears $85 per hour
Michael Kirby, CPA attests that he does not represent or hold any
interest adverse to the estate with respect to the matter upon
which it is being employed as defined in 11 U.S.C. Sec. 327(a) and
F.R.B.P. Rule 2014(a).
The Firm can be reached through:
Michael Kirby, CPA
UHY Advisors Mid-Atlantic MD Inc
8601 Robert Fulton Drive, Suite 210
Columbia, MD 21046
Tel: 410-720-5220
About Richard D. Van Lunen
Charitable Foundation
Based in Palos Park, Illinois, Richard D. Van Lunen Charitable
Foundation is a foundation that funds primarily for Christian
churches and education.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The
petition was signed by James Achterhof, managing trustee and
director.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., is the
Debtor's legal counsel.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
RMS TITANIC: Wants Exclusive Plan Filing Period Moved to October 20
-------------------------------------------------------------------
RMS Titanic, Inc. and certain of its affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to further
extend the periods during which the Debtors have the exclusive
right to file a Chapter 11 plan and to solicit acceptance of such
plan through October 20, 2017 and January 12, 2018, respectively.
This is the Debtors' fourth extension request.
The Debtors seek to extend the exclusive periods to coincide with
certain deadlines set forth in the Plan Support Agreement between
the Debtors and the Committees, which was approved by the Court by
Order entered July 6, 2017.
The PSA contemplates a marketing and sale process for the Debtors
to be consummated through parallel sale and plan confirmation
processes. The PSA also provides a series of milestones, including,
among others, a deadline to file a plan and disclosure statement on
terms provided in the PSA no later than October 20, 2017, and a
deadline to obtain confirmation of such plan no later than January
12, 2018.
The Debtors have thus far satisfied each milestone contained in the
PSA, which has not been terminated as of the filing of the Debtors'
fourth motion. Moreover, the Debtors and the Committees are each
working diligently toward the sale and plan process contemplated by
the PSA. To that end, both Committees have consented to the
extension of exclusivity requested.
Without an appropriate extension of exclusivity, however, the
Debtors claim that the PSA would be subject to immediate
termination which would waste estate resources seeking further
extensions of exclusivity while the Debtors should be focusing on
consummating the sale and plan contemplated in the PSA.
Further, the Debtors have obtained approval of a DIP financing
agreement of up to $5,000,000 that will sustain operations and
funding of administrative expenses until a plan can be confirmed.
Accordingly, creditors and parties in interest will benefit from
the extension requested by the Fourth Exclusivity Motion, while the
Debtors and other interested parties can focus their resources on
consummating a consensual sale and plan pursuant to the PSA.
About RMS Titanic, Inc.
Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world. Premier -- http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.
RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions. The Chapter 11 cases are assigned to Judge
Paul M. Glenn.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors are represented by Daniel F. Blanks, Esq. and Lee D.
Wedekind, III, Esq. at Nelson Mullins Riley & Scarborough LLP. The
Debtors employ Brian A. Wainger, Esq. at Kaleo Legal as special
litigation counsel, outside general counsel, securities counsel,
and conflicts counsel; Robert W. McFarland, Esq. at McGuireWoods
LLP as special litigation counsel; Steven L. Berson, Esq. at
Dentons US LLP and Dentons Canada LLP as outside general counsel
and securities counsel; Oscar N. Pinkas, Esq. at Dentons LLP as
outside general counsel and securities counsel.
The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.
Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq. at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq. at Thames Markey & Heekin, P.A. as counsel.
The official committee of equity security holders of Premier
Exhibitions Inc. hired Peter J. Gurfein, Esq. at Landau Gottfried &
Berger LLP as counsel; Jacob A. Brown, Esq. and Katherine C.
Fackler, Esq. at Akerman LLP as Co-Counsel; and Teneo Securities
LLC as financial advisor.
ROBAROSA CORP: Hires Eric A. Liepins PC as Counsel
--------------------------------------------------
Robarosa Corporation seeks approval from the US Bankruptcy Court
for the Eastern District of Texas, Sherman Dvision, to employ Eric
A. Liepins and the law firm of Eric A. Liepins, P.C. as counsel.
The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.
The Firm has received a retainer of $5,000 plus the filing fee. The
Firm has agreed to represent the Debtor on the terms set forth in
the Application. The compensation to be paid to the Firm shall be
based upon these hourly rates:
Eric A. Liepins $275 per hour
Paralegals and Legal Assistants $30-$50 per hour
Eric A. Liepins, Esq., disclosed that the Firm had previously
represented the Debtor in a chapter 11 proceeding it filed in 2002.
Also the Firm had defended the Debtor against an involuntary
proceeding filed against the Debtor in 2017. The Firm does not
represent any creditors or parties in interest in this case, their
respective attorneys and accountant, the United States Trustee, or
any person employed in the office of the United States Trustee, and
does not represent any other interest adverse to the Estate of the
Debtor.
The Firm can be reached through:
Eric A. Liepins, Esq.
ERIC A. LIEPINS P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
About Robarosa Corp
Robarosa Corporation has an interest in a property located at 4381
Highway 377, in Aubrey, Texas, valued at $2.7 million. The Debtor
filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-41622) on
July 31, 2017. The petition was signed by Gail Cooper, trustee of
Master Hand Trust, the sole shareholder.
Judge Brenda T. Rhoades presides over the case. Eric A. Liepins,
Esq., at Eric A. Liepins P.C. represents the Debtor.
At the time of filing, the Debtor estimates $2.75 million in assets
and $1.16 million liabilities.
ROSETTA GENOMICS: Files 4th Amendment to Form F-1 Prospectus
------------------------------------------------------------
Rosetta Genomics Ltd. filed with the Securities and Exchange
Commission an amendment no.4 to its Form F-1 registration statement
relating to the offering, on a best efforts basis, of up to
1,136,496 Class A Units, with each Class A Unit consisting of (i)
one ordinary share, par value NIS 7.2, or Ordinary Shares, and (ii)
a warrant to purchase one Ordinary Share, or a Series A Warrant.
The Company is also offering to those purchasers, if any, whose
purchase of Class A Units in this offering would result in the
purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of its outstanding
Ordinary Shares immediately following the consummation of this
offering, the opportunity to purchase, if they so choose, up to
3,409,488 Class B Units, in lieu of Class A Units that would
otherwise result in beneficial ownership in excess of 4.99% (or at
the election of the purchaser, 9.99%) of the Company's outstanding
Ordinary Shares, with each Class B Unit consisting of (i) a
pre-funded warrant to purchase one Ordinary Share, or a Series B
Warrant, and (ii) a Series A Warrant to purchase one Ordinary
Share. Each Class A Unit will be sold at an assumed public
offering price of $1.81 per unit, the closing price of the
Company's Ordinary Shares on the NASDAQ Capital Market on July 27,
2017. The actual offering price per Class A Unit will be
determined between the Company and the placement agent at the time
of pricing and may be at a discount to the current market price.
Each Class B Unit will be sold at an assumed public offering price
of $1.80, and the Series B Warrants will have an exercise price of
$0.01 per Ordinary Share and will be exercisable immediately until
exercised in full. The actual offering price per Class B Unit will
be determined between us and the placement agent at the time of
pricing and may be at a discount to the current market price, but
will be identical to the offering price of Class A Unit minus
$0.01.
The purchase price for the Class A Units and Class B Units will be
payable in cash or cancelation of unsecured convertible debentures
previously issued by the Company on Nov. 29, 2016, and Feb. 23,
2017, having an outstanding aggregate principal amount of
$1,818,975, or the Debentures. A holder of the Company's
Debentures will be deemed to have paid $1.00 of the purchase price
for Class A Units or Class B Units, as applicable, for each $1.00
in principal amount of Debentures surrendered by such investor.
The Ordinary Shares issuable from time to time upon exercise of the
Series A Warrants (which is subject to the Charter Amendment) and
the pre-funded Series B Warrants are also being offered by this
prospectus.
The Company's Ordinary Shares are currently listed on the NASDAQ
Capital Market under the symbol "ROSG." On July 27, 2017, the last
reported sale price of the Company's Ordinary Shares was $1.81 per
share. There is currently no established public trading market for
the Series A Warrants and the pre-funded Series B Warrants offered
in this offering. The Series A Warrants and pre-funded Series B
Warrants are not and will not be listed for trading on any national
securities exchange.
A full-text copy of the Form F-1/A is available for free at:
https://is.gd/ZIR6jm
About Rosetta Genomics
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015. As of Dec. 31,
2016, Rosetta had US$11.96 million in total assets, US$7.54 million
in total liabilities and $4.41 million in total
shareholders' equity.
Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.
ROYAL DRAGON: Intends to File Plan of Reorganization by Sept. 29
----------------------------------------------------------------
Royal Dragon Trade, Inc. requests the U.S. Bankruptcy Court for the
Eastern District of New York to extend the exclusive period for
filing a Plan of Reorganization and Disclosure Statement by an
additional 60 days, or through and including September 29, 2017.
Unless the Court will grant the requested extension, the Debtor's
exclusive period was slated to expire July 31 pursuant to the
Bankruptcy Code.
Since the Petition Date, the Debtor tells the Court that it has
been in active communication with its creditors about possible
renegotiation of secured debts and in the process of establishing
the new business and maximizing business profits. Accordingly, the
Debtor requires a short extension of time in order to complete
negotiations and ascertain terms to be proposed in the Plan of
Reorganization.
A hearing on the Debtor's Motion will be held on September 7, 2017
at 3:30 p.m.
About Royal Dragon Trade
Royal Dragon Trade is a small business debtor as defined in the
Bankruptcy Code Section 101(51D), operating a fashion design
business.
Royal Dragon Trade, Inc. dba La Igra dba Gurman filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 17-40449), on January 31, 2017.
The Petition was signed by Igor Svechin, president. The case is
assigned to Judge Nancy Hershey Lord. The Debtor is represented by
Alla Kachan, Esq. at the Law Offices of Alla Kachan, P.C. At the
time of filing, the Debtor had $188,000 in estimated assets and
$1.30 million in estimated liabilities.
SABEMOS BEVERAGES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sabemos Beverages, LLC
dba Sage Beverages
2141 Rosecrans Avenue, Suite 5100
El Segundo, CA 90245
Business Description: Founded in 2010, Sabemos Beverages, LLC DBA
Sage Beverages -- http://sagebeverages.com
-- is a wholesale distributor of distilled
spirits, including neutral spirits and ethyl
alcohol used in blended wines and distilled
liquors. Sage offers brands like Lucky
Buddha, BraceRo, Tavi Tequila, Cerveza
Cucapa and Iron Fist.
Concurrently with the filing of the
petition, the Debtor filed a motion for
debtor-in-possession financing to fund
litigation expenses. It is anticipated
that the litigation will generate sufficient
funds to pay the secured claims and
administrative claims in full and it have
have funds remaining to make distributions
to creditors. It is anticipated that the
litigation rights of the Debtor will
generate between $1 million and $10 million
in assets, but as of the Petition Date the
Debtor has between $0 and $50,000 in assets
exclusive of its litigation claims.
Chapter 11 Petition Date: August 3, 2017
Case No.: 17-19529
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Stuart I Koenig, Esq.
LEECH TISHMAN FUSCALDO & LAMPL, INC.
633 W. Fifth Street, 48th Floor
Los Angeles, CA 90071
Tel: 213-246-4970
Fax: 213-640-4002
E-mail: skoenig@leechtishman.com
sfrey@leechtishman.com
Total Assets: $17.06 million
Total Liabilities: $8 million
The petition was signed by Leonardo R. Fernandez, Jr., authorized
signatory. A full-text copy of the petition is available for free
at http://bankrupt.com/misc/cacb17-19529.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Alta Marketing Co Trade Debt $44,607
B&R Distributors Trade Debt $36,900
BevLink LLC Trade Debt $53,724
Carrier Lynx Trade Debt $28,394
Castellani SPA Trade Debt $301,453
Via del Popolo 90e
Pontedra (PI) Italy 56025
Ceasar Diaz Professional $17,250
services
Envisage Advisors LLC Trade Debt $21,769
Envisage Equity, LLC Promissory $2,424,585
2141 Rosecrans Av Note
Suite 5100
El Segundo, CA 90245
Golden State Warriors Trade Debt $199,998
Lucky Drink Co Trade Debt $582,825
8/24 Burrows Rd
St Peters NSW 2044
Australia
Mainfreight Inc Trade Debt $281,791
1400 Glen Curtiss St
Carson, CA 90746
Network FOB Inc Trade Debt $47,663
Republic National Dist Co-FL Trade Debt $76,886
Sales Pros Trade Debt $27,645
Triumphant Brands, LLC Promissory $1,529,993
Post Office Box 283 Notes
Attn: Wayne Seltzer
Rancho Santa Fe, CA 92067
Unire Group Trade Debt $41,023
Wicked Tango Trade Debt $399,672
3155 Cliff Shadows Pkwy
Suite 290
Las Vegas, NV 89129
Winsight LLC Trade Debt $121,659
Workshop LLC Trade Debt $28,854
Worldwide Wine & Trade Debt $178,819
Spirits Inc
SEARS CANADA: ESL Partners Has 45.3% Equity Stake as of July 27
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, ESL Partners, L.P., RBS Partners, L.P., ESL
Investments, Inc., and Edward S. Lampert reported that as of July
27, 2017, they beneficially own 46,162,515 common shares of Sears
Canada Inc. representing 45.3 percent based upon 101,877,662 Shares
of the Issuer outstanding as of June 13, 2017.
"On July 27, 2017, the Reporting Persons and Fairholme terminated
their Joint Representation with respect to a potential negotiated
transaction with the Issuer and its subsidiaries in connection with
the Issuer's CCAA proceedings. The Reporting Persons continue to
evaluate the Issuer and its business, affairs, operations, results
of operations, contracts, liabilities, properties and prospects,
and the Reporting Persons may consider, evaluate and discuss
potential transactions involving the Issuer or its affiliates,
including, without limitation, financing transactions, purchase and
sale transactions or restructuring transactions. Any of the
Reporting Persons, either individually or collectively, may make
proposals with respect to such transactions involving the Issuer or
that may otherwise involve one or more of the types of transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons also are evaluating and considering a
potential sale of Shares of the Issuer in order to generate a tax
loss for the Reporting Persons and their investors. There is no
assurance that any of the Reporting Persons will make or pursue any
such proposal or transaction or that any such proposal will result
in a completed transaction."
A full-text copy of the regulatory filing is available at:
https://is.gd/zL1Kym
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers
premium quality Sears Label products, designed and sourced by Sears
Canada, and of-the-moment fashion and home decor from designer
labels in The Cut @Sears. Sears Canada also has a top ranked
appliance and mattress business in Canada. Sears Canada is
undergoing a reinvention, including new customer experiences at
every touchpoint, a new e-commerce platform, new store concepts,
and a new set of customer service principles designed to deliver
WOW experiences to customers. Information can be found at
sears.ca/reinvention. Sears Canada operates as a separate entity
from its U.S.-based co-founder, now known as Sears Holdings
Corporation, based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted
an order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Oct. 4, 2017, under the Companies'
Creditors Arrangement Act.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SEARS HOLDINGS: ESL Partners Has 56.6% Equity Stake as of Aug. 1
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of Sears Holdings Corporation as of Aug.
1, 2017:
Shares of Percentage
Common of
Name Stock Shares
---- --------- ----------
ESL Partners, L.P. 63,425,195 56.6%
SPE I Partners, LP 150,124 0.1%
SPE Master I, LP 193,341 0.2%
RBS Partners, L.P. 63,768,660 56.9%
ESL Investments, Inc. 63,768,660 56.9%
Edward S. Lampert 63,768,660 53.9%
"In a grant of shares of Holdings Common Stock by Holdings on July
31, 2017, pursuant to the Extension Letter between Holdings and Mr.
Lampert, Mr. Lampert acquired an additional 50,539 shares of
Holdings Common Stock. Mr. Lampert received the shares of Holdings
Common Stock as consideration for serving as Chief Executive
Officer and no cash consideration was paid by Mr. Lampert in
connection with the receipt of such shares of Holdings Common
Stock."
A full-text copy of the regulatory filing is available at:
https://is.gd/qmqt72
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015.
As of April 29, 2017, Sears Holdings had $9.07 billion in total
assets, $12.59 billion in total liabilities, and a total deficit of
$3.52 billion.
* * *
As reported by the TCR on Jan. 30, 2017, Fitch Ratings has affirmed
the Long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CC'.
The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed
its ratings, including the 'CCC+' corporate credit rating, on Sears
Holdings Corp. "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
downgraded Sears Holdings Corporate Family Rating to 'Caa2' from
'Caa1'. Sears' 'Caa2' rating reflects the company's sizable
operating losses - Domestic Adjusted EBITDA (as defined by Sears)
was a loss of $884 million in the latest 12 month period.
SEARS HOLDINGS: Extends Maturity of $271M LC Facility to 2018
-------------------------------------------------------------
Sears Holdings Corporation, through Sears Roebuck Acceptance Corp.
and Kmart Corporation, entities wholly-owned and controlled,
directly or indirectly by the Company, entered into an amendment to
the Letter of Credit and Reimbursement Agreement dated Dec. 28,
2016, and amended March 2, 2017, providing for a secured standby
letter of credit facility from JPP, LLC and JPP II, LLC, with
Citibank, N.A., serving as administrative agent and issuing bank.
Mr. Edward S. Lampert, the Company's chief executive officer and
chairman, is the sole stockholder, chief executive officer and
director of ESL Investments, Inc., which controls JPP, LLC and JPP
II, LLC.
The Amendment, among other things, extends the maturity of the $271
million committed under the existing LC Facility from its original
maturity date of Dec. 28, 2017, through Dec. 28, 2018, and
eliminates the unused portion of the facility. The Amendment also
increases the pricing under the LC Facility and provides for the
release of all real estate collateral that secured the existing
facility. The LC Facility is guaranteed by the same subsidiaries
of the Company that guarantee the obligations under the Third
Amended and Restated Credit Agreement, dated as of
July 21, 2015, among the Borrowers, Bank of America, N.A., as
agent, and the lenders and other financial institutions party
thereto, and is secured by substantially the same collateral as the
Credit Agreement. The Amended LC Facility Agreement contains a
borrowing base calculation, pursuant to which the Borrowers are
required to cash collateralize the LC Facility if the aggregate
obligations under the Credit Agreement and Amended LC Facility
Agreement exceed the Modified Borrowing Base, as defined in the
Amended LC Facility Agreement as of the end of any calendar month.
To secure their obligation to participate in letters of credit
issued under the LC Facility, the Lenders are required to maintain
cash collateral on deposit with the Issuing Bank in an amount equal
to 102% of the commitments under the LC Facility.
The Borrowers are required to pay the Lenders an upfront fee equal
to 1.00% of the aggregate amount of the Lender Deposit. In
addition, the Borrowers are required to pay a commitment fee on the
average daily amount of the Lender Deposit (as such amount may be
increased or decreased from time to time), as well as certain other
fees. In the event of reductions of the commitments under the LC
Facility or a termination of the LC Facility prior to the six month
anniversary of the effective date of the Amendment, under certain
circumstances the Borrowers will be required to pay an early
reduction/termination fee equal to the commitment fee that would
have accrued with respect to the reduced or terminated commitments
from the date of reduction or termination until the six month
anniversary.
The Amended LC Facility Agreement includes certain representations
and warranties, affirmative and negative covenants and other
undertakings, which are subject to important qualifications and
limitations set forth in the Amended LC Facility Agreement. The
Amended LC Facility Agreement also contains certain events of
default, including (subject to certain materiality thresholds and
grace periods) payment default, failure to comply with covenants,
material inaccuracy of representation or warranty, and bankruptcy
or insolvency proceedings. If an event of default occurs, the
Lenders may terminate all or any portion of the commitments under
the LC Facility, require the Borrowers to cash collateralize the LC
Facility and/or exercise any rights they might have under any of
the related facility documents (including against the collateral),
subject to certain limitations.
The LC Facility permits the Lenders to syndicate or participate all
or a portion of their commitments under the facility to other
lenders under certain circumstances. Citigroup Global Markets Inc.
is serving as lead arranger and bookrunner for the LC Facility.
The Lenders have advised the Borrowers that they expect to
syndicate over 50% of their portion of the LC Facility to one or
more third parties. None of the Lenders will receive any
syndication fee or compensation in connection with such
syndication.
About Sears
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015. As of April 29, 2017, Sears Holdings had $9.07 billion
in total assets, $12.59 billion in total liabilities and a total
deficit of $3.52 billion.
* * *
As reported by the TCR on Jan. 30, 2017, Fitch Ratings has affirmed
the Long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CC'.
The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed
its ratings, including the 'CCC+' corporate credit rating, on Sears
Holdings Corp. "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
downgraded Sears Holdings Corporate Family Rating to 'Caa2' from
'Caa1'. Sears' 'Caa2' rating reflects the company's sizable
operating losses - Domestic Adjusted EBITDA (as defined by Sears)
was a loss of $884 million in the latest 12 month period.
SHORT BARK: Sept. 18 Auction of All Assets Set
----------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized the bidding procedures of Short Bark
Industries, Inc. and EXO SBI, LLC in connection with their sale of
substantially all assets at auction.
The salient terms of the Bidding Procedures are:
a. Minimum Deposit: 5% of the proposed purchase price
b. Bid Deadline: Sept. 15, 2017 at 5:00 p.m. (PET)
c. Sale Objection Deadline and Cure/Assignment Objection
d. Auction: Sept. 18, 2017 at 10:00 a.m. (PET) at the offices
of Klehr Harrison Harvey Branzburg LLP, I835 Market Street, Suite
I400, Philadelphia, Pennsylvania.
e. Starting Qualified Bid: The Debtors, with the consent of LSQ
will determine which Qualified Bid or combination of Qualified Bids
that represent the then-highest or otherwise best bid for the
Assets.
f. Bidding Increments: The Auction will commence with the
Starting Qualified Bid and then proceed in minimum increments to be
announced at the Auction.
g. Closing with Alternative Backup Bidders: Prior to the entry
of the Sale Order, the Debtors will announce the identity of the
Qualified Bidder or combination of Qualified Bidders who submitted
the Successful Bid at the Auction.
h. Sale Hearing: Sept. 19, 2017, at 1:30 p.m. (PET)
The Assets will be sold "as is, where is" without representation
and warranties of any kind, and
No later than three business days after entry of the Bidding
Procedures Order, or as soon thereafter as such parties can be
identified, the Debtors will cause the Notice of Auction and Sale
Hearing upon all Notice Parties.
No later than three business days after entry of the Bidding
Procedures Order or three business days after entry of an Order
approving an asset purchase agreement with a Stalking Horse Bidder,
the Debtors will: (i) serve the Notice of Auction and Sale Hearing
on all known creditors of the Debtors; and (ii) subject to
applicable submission deadlines, publish the Notice of Auction and
Sale Hearing once in one or more publications as the Debtors deem
appropriate.
No later than three business days after entry of the Bidding
Procedures Order or three business days after entry of an Order
approving an asset purchase agreement with a Stalking Horse Bidder,
the Debtors will serve the Notice of Assumption and Assignment
identifying the calculation of the cure amounts that the Debtors
believe must be paid to cure all prepetition defaults under the
Assigned Contracts upon all Notice Parties. The
Sale/Cure/Assignment Objection Deadline is Sept. 12, 2017 at 4:00
p.m. (PET) or seven days after service of the relevant Supplemental
Notice of Assumption and Assignment.
A copy of the Bidding Procedures, Notice of Auction and Sale
Hearing, and Notice of Assumption and Assignment attached to the
Order is available for free at:
http://bankrupt.com/misc/Short_Bark_96_Order.pdf
The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and Bidding Procedures Order will be effective immediately
upon its entry.
About Short Bark Industries
Short Bark Industries, Inc. -- http://www.shortbark.com/--
provides military apparels for the Department of Defense, law
enforcement industry. The company's manufactured items in the
military category include military MOLLE, medium and large
rucksacks, assault packs, IWCS, ACU, ABU, BDU, helmet covers,
FROG,
A2CU and more. It offers men and boys suits, over garments, bag,
and coats. The company holds over 120,000+ square feet of
manufacturing capacity with operations in Florida, Puerto Rico and
Tennessee.
Short Bark and EXO SBI, LLC, sought bankruptcy protection (Bankr.
D.
Del., Lead Case No. 17-11502) on July 10, 2017. The petitions
were
signed by Phil Williams, CEO and chairman.
The Debtors listed total assets of $10 million to $50 million and
total liabilities of $10 million to $50 million.
Bielli & Klauder, LLC serves as lead bankruptcy counsel to the
Debtors.
On July 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
SIGNAL BAY: Acquires Membership Interest in Viridis for $1M
-----------------------------------------------------------
Signal Bay, Inc., entered into a membership interest transfer
agreement with Palliatech, Inc., as parent, Viridis Analytics Inc.,
and Viridis Analytics MA, LLC, for the acquisition of the sole
issued and outstanding membership interest of Viridis. The
acquisition was closed on Aug. 1, 2017, for total consideration of
$1,000,000. Upon consummation of the Acquisition, the Company
became the sole member of Viridis.
The consideration paid for the Membership Interest included an
aggregate of (A) $500,000 in cash; and (B) a secured promissory
note in an aggregate principal amount of $500,000.
On Aug. 1, 2017, the Company issued the Note to Palliatech. The
Note accrues interest at a rate of 8% annually, with all principal
and any accrued and unpaid interest due and payable in full on the
first anniversary of the Note. The repayment of all principal and
accrued and unpaid interest is secured by a first priority interest
in Viridis' assets as set forth in the Security Agreement and
further secured by a pledge of the Membership Interest as set forth
in the Pledge Agreement. An Event of Default will occur under the
Note if (i) the Company fails to pay any amounts due under the Note
within 15 business days from when it is due; (ii) the Company
defaults in the performance of any term, covenant, agreement,
condition, undertaking or provision of the Transfer Agreement; or
(iii) the Company is involved in a bankruptcy action, is generally
not paying, will be unable to pay, or shall admit in writing its
inability to pay its debts as they become due, or make a general
assignment for the benefit of its creditors. In the event of such
a default Parent may declare all amounts under the Note immediately
due and payable in cash and will be entitled to reimbursement of
its reasonable costs and expenses related to collection of all
amounts owing in connection thereof, assuming the Company fails to
cure a default within a period of 15 business days.
Meanwhile, on July 31, 2017, stockholders holding 62.54% of the
then outstanding shares of the Company's Series D Preferred Stock,
par value $0.0001 per share voted at a special meeting of holders
of Series D Preferred Stock held on July 31, 2017, to approve an
amendment to the Certificate of Designation, Preferences and Rights
of Series D Preferred Stock in order to correct an error and
require a proportionate adjustment to the voting ratio of the
Series D Preferred Stock in the event of a reverse split of the
Company's capital stock. The amendment was filed with the
Secretary of State of the State of Colorado on Aug. 1, 2017.
About Signal Bay
Signal Bay, Inc. (OTCQB: SGBY) provides advisory, management and
analytical testing services to the emerging legalized cannabis
industry.
Signal Bay reported a net loss of $2.55 million for the year ended
Sept. 30, 2016, following a net loss of $1.45 million for the year
ended Sept. 30, 2015.
As of March 31, 2017, Signal Bay had $3.99 million in total assets,
$3.43 million in total liabilities and total equity of $565,554.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, stating that the Company has negative working
capital, recurring losses from operations and likely needs
financing in order to meet its financial obligations. These
conditions raise significant doubt about the Company's ability to
continue as a going concern.
SSH HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak Performance
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Egg
Harbor Township, N.J.-based retailer SSH Holdings Inc. d/b/a
Spencer Spirit to 'CCC+' from 'B-'. The outlook is negative.
S&P said, "At the same time, we lowered the issue-level rating on
the company's first-lien term loan facility to 'CCC+' from 'B-'.
Our '3' recovery rating on the term loan facility is unchanged and
reflects our expectation for moderate (50%-70%; rounded estimate:
50%) recovery in the event of a payment default.
"The downgrade reflects the company's recent weak operating
performance, combined with our view that an increasingly challenged
retail environment will continue to pressure profitability and cash
flow.
"The negative outlook reflects our expectation that operating
performance will continue to be soft over the next 12 months given
the increasingly challenging retail environment that will result in
continued declines in mall traffic, and mounting competitive
pressures weighing on profitability over that time period.
"We could lower the ratings if we envision a specific default
scenario, including a repayment of debt below par, occurring over
the next 12 months. We could also lower the rating if operating
performance under performs our expectations, resulting in
meaningfully negative free operating cash flow and reliance on the
revolving credit facility to fund business operations. Under this
scenario, revenue would be flat (compared with our base-case
expectation of low-single-digit revenue growth) and gross margin
would fall an additional 200 bps below our forecast.
"Although unlikely in the next 12 months, we could revise the
outlook to stable or raise the rating if the company can restore
consistent revenue and profit growth and generate positive free
operating cash flow, while stabilizing performance at the Spencer's
brand. This could result from solid merchandise management at
Spencer's, improved omni-channel functionality, and increased
consumer spending on small-ticket discretionary items. At that
time, fixed-charge coverage would be in the mid- to high-1.0x area,
and we would also believe that the possibility of a financial
restructuring is low due to a meaningfully improved operating
outlook for the company."
STEVEN DAVIS: Sale of ForthWorth Property for $180K Approved
------------------------------------------------------------
Judge Russell F. Nelms of U.S. Bankruptcy Court for the Northern
District of Texas authorized Denise Plaia and Steven Michael Davis,
II, to sell real property located at 6112 Tilapia, Fort Worth,
Texas to Douglas Shephard for $179,500.
The sale is free and clear of liens and encumbrances.
The lien of Citimortgage, Inc., will attach to the proceeds of the
sale of the Property and will be paid in full at closing.
The real estate tax liens of the local taxing authorities in
Tarrant County will attach to the proceeds of the sale of the
Property and will be paid in full except for the 2017 lien of such
local taxing authorities which will remain attached to the
Property.
The lien of Davis Real Estate Services and Investments, LLC, as
Trustee for 6112 Tilapia Trust will not attach to the proceeds of
the sale of the Property, will not receive any portion of the
proceeds of the sale of the Property, and its lien will be released
unconditionally at closing.
All reasonable and necessary closing costs will be paid out of the
proceeds of the sale of the Property.
The balance of funds on hand will be disbursed to Plaia as exempt
homestead proceeds.
Steven Michael Davis II sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 17-41860) on May 1, 2017. The Debtor tapped Joyce W.
Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, as counsel.
SUNSET PARTNERS: Hires Verdolino & Lowey as Accountant
------------------------------------------------------
Sunset Partners, Inc., and Bema Restaurant Corporation seek
authority from the US Bankruptcy Court for the District of
Massachusetts to employ Verdolino & Lowey, P.C. as their accountant
in the jointly administered cases.
The Debtors require the services of an accountant with bankruptcy
experience to handle tax matters, and to assist the Debtors in
complying with their bankruptcy reporting obligations, as well as
to assist the Debtors with general financial management.
Verdolino & Lowey's hourly rates are:
Principals $455.00
Managers $245.00 - $395.00
Staff $215.00 - $375.00
Bookkeepers $185.00 - $225.00
Clerical $90.00
Craig R. Jalbert asserts that the Firm does not hold or represent
any interest adverse to the Debtors, their creditors or equity
security holders or any other party in interest, or their
respective attorneys in this case and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.
The Firm can be reached through:
Craig R. Jalbert
VERDOLINO & LOWEY P. C.
124 Washington Street
Foxborough, MA 02035
Tel: (508) 543-1720
About Sunset Partners, Inc.
Sunset Partners, Inc., owns a restaurant in Allston, Massachusetts.
It filed for Chapter 11 bankruptcy protection (Bankr. D. Mass.
Case No. 17-12178) on June 7, 2017, listing $1.05 million in total
assets and $5.67 million in total liabilities. At the time of
filing, Sunset Partners possessed machinery, fixtures, equipment
and POS system having an aggregate value of $692,890.
The petition was signed by Marc Berkowitz, vice president.
Judge Joan N. Feeney presides over the case. David B. Madoff,
Esq., at Madoff & Khoury LLP, serves as the Debtor's bankruptcy
counsel.
T.C. RENFROW: Hires Valbridge Property as Valuation Expert
----------------------------------------------------------
T.C. Renfrow, LP seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Valbridge Property
Advisors as valuation expert.
The Debtor requires Valbridge to appraise the approximately 60
acres of real property of this estate located in Harris County,
Texas.
Valbridge will charge $5,000 as an appraisal fee and requires this
paid, in full, prior to commencement of its work. If Valbridge is
required to testify or provide consulting services, it will seek of
another retainer in an amount not to exceed $5,000 and bill at its
hourly rates:
Basic Billing Rate Testimony Rate
Gerald A. Teel $350 $400
Joshua Wood $325 $375
Jason Mushinski $250 $300
Senior Managing Directors $250 $300
Managing Directors/Directors $200 $250
Appraisers $175 $225
Analyst $150 $200
Researcher $100
Valbridge will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joshua Wood, director of litigation for Houston Office of Valbridge
Property Advisors, 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.
Valbridge may be reached at:
Joshua Wood
Valbridge Property Advisors
974 Campbell Road, Suite 204
Houston, TX
Tel: (713) 467-5858
Fax: (713) 467-0704
About T.C. Renfrow, L.P.
T.C. Renfrow Land L.P. holds the deed of trust on a land with house
located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5
million. It separately holds the deed of trust on a land with
house located at 4035 SCR Road Rocksprings, Texas, with a current
value of $595,000.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-33540) on June 5, 2017. Timothy
C. Renfrow, manager of ACR GP, LLC, signed the petition. The case
is assigned to Judge Marvin Isgur.
At the time of the filing, the Debtor disclosed $8.13 million in
assets and $3.9 million in liabilities.
TALEN ENERGY: Moody's Rates $98MM Senior Unsecured Notes B1
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to approximately $98
million of Talen Energy Supply, LLC (Talen) senior unsecured
guaranteed notes due 2024 that Talen plans to issue in exchange for
a like amount of its senior unsecured unguaranteed notes due 2021.
Concurrently, Moody's affirmed Talen's existing ratings including
its corporate family rating (CFR) at B1, its probability of default
(PD) at B1-PD, its senior secured debt at Ba1, its senior unsecured
guaranteed debt at B1, and its senior unsecured, nonguaranteed debt
at B3. Talen's speculative grade liquidity rating (SGL) remains
SGL-2. The outlook for Talen is stable
RATINGS RATIONALE
The rating action follows the conclusion of Talen's offer to
exchange any and all of its 4.6% senior unsecured notes due 2021
(currently $703 million outstanding) for a similar amount of new
6.5% senior guaranteed notes due 2024. Only about $98 million of
2021 notes were tendered for exchange. The potential shift in debt
priorities has no impact on Talen's fundamental credit profile, or
its B1 CFR, and the modest amount of notes exchanged had no impact
on the ratings of Talen's existing securities.
Prior to the exchange, Talen's capital structure included about
$1.5 billion of senior unsecured debt; around $1.2 billion of
senior unsecured guaranteed debt; about $1.1 billion of senior
secured term loans; an approximate $1.3 billion secured revolving
credit facility; and approximately $600 million of non-recourse
debt. The exchange modestly increased the proportion of guaranteed
debt in the capital structure relative to the senior unsecured
debt, however not enough to impact their ratings. Although Moody's
views management's continuing efforts to address its maturity
towers as credit positive, the recurring use of guaranteed debt to
replace unsecured obligations as an enticement for the new lenders
is beginning to erode the benefit of their priority position. If
there were to be a material amount of additional exchanges, there
could be downward pressure on the ratings of the guaranteed debt.
Talen's B1 CFR reflects the inherent volatility of the merchant
power markets in which it operates and the weak power prices in
those markets. Based on current market conditions, Moody's
anticipates Talen's ratio of cash from operations excluding changes
in working capital (CFO pre-W/C) to total debt will generally
remain near 10%, which is commensurate with the "B" scoring range
in Moody's rating methodology for unregulated power companies.
Talen's portfolio is heavily weighted toward coal and nuclear
assets, which as a result of their higher fixed cost structure, are
more susceptible to margin compression as a result of lower power
prices. Management has been making progress in reducing costs,
which has worked as an offset to persistently low wholesale market
prices for energy and capacity in its regions. Continued focus in
this area, and the anticipated repayment of upcoming debt
maturities, will be a key factors in maintaining credit metrics
near their current levels.
The new notes will be guaranteed by the subsidiaries backing
Talen's secured term loans and revolving credit facilities. The
facilities were originally put in place in 2015 with the formation
of Talen; the guarantors exclude the Sapphire Power Generation
Holdings LLC entities (approximately 750 MW of gas-fired assets
previously designated to be sold), and the MACH Gen, LLC entities
(about 2.4 GW of subsequently acquired gas-fired assets that
support around $600 million of non-recourse debt.)
Rating Outlook
The stable outlook considers the company's ongoing cost savings
efforts and debt reduction plans. The outlook reflects Moody's
expectation that over the near to medium term Talen will
demonstrate cash flow credit metrics that are appropriate for the
B1 CFR. For example, Moody's expects a ratio of CFO pre-W/C to debt
in the range of 10%, or 8% counting nuclear fuel as a cash expense,
and Moody's expects the company to remain slightly free cash flow
positive.
Factors that Could Lead to an Upgrade
It is not likely the CFR would move upward over the next 12-18
months. Longer term, if the ratio of CFO pre-W/C to debt were to be
maintained in the mid-teens, there could be upward pressure on the
rating.
Factors that Could Lead to a Downgrade
If there were to be an increase in leverage, operational
challenges, or declines in commodity prices such that Moody's would
expects the ratio of CFO pre-W/C to debt to fall below 7%, or the
company to remain free cash flow negative, there could be downward
pressure on Talen's CFR. If there were to be additional
refinancings that replace unsecured debt with a material amount of
additional secured or guaranteed debt, there could be pressure on
the ratings of the secured or guaranteed notes.
Assignments:
Issuer: Talen Energy Supply, LLC
-- Guaranteed Senior Unsecured Regular Bond/Debenture, Assigned
B1 (LGD4)
Outlook Actions:
Issuer: Talen Energy Supply, LLC
-- Outlook, Remains Stable
Affirmations:
Issuer: Pennsylvania Economic Dev. Fin. Auth.
-- Senior Unsecured Revenue Bonds, Affirmed B1 (LGD4)
Issuer: Talen Energy Supply, LLC
-- Probability of Default Rating, Affirmed B1-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
-- Corporate Family Rating, Affirmed B1
-- Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2)
-- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
-- Guaranteed Senior Unsecured Regular Bond/Debenture, Affirmed
B1 (LGD4)
Talen Energy Supply, LLC is an independent power producer with
about 16 GW of generating capacity. Talen Energy Corporation,
headquartered in Allentown, PA, is a privately owned holding
company that owns 100% of Talen and conducts all its business
activities through Talen.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
TALLIS GROUP: Hearing on Plan Outline Set for August 28
-------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas approved Tallis Group, LLC's disclosure statement
referring to its plan of reorganization, dated June 14, 2017.
August 24, 2017, is fixed as the last day for filing and serving
written acceptances or rejections of the Plan in the form of a
ballot.
August 28, 2017, at 1:30 p.m. is fixed for the hearing on
Confirmation of the Plan to be held before the Honorable Mark X.
Mullin, 201 10th Street, 1st Floor, Fort Worth, Texas.
August 24, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
The Troubled Company Reporter reported on July 20, 2017, that under
the plan, allowed Class 6 claims of non-insider unsecured creditors
will share pro-rata in the "unsecured creditors' pool."
Tallis Group will pay $2,500 per month each month for a period of
60 months into the pool.
Unsecured creditors will be paid quarterly, on a pro rata basis.
Payments will commence on the last day of the first full calendar
quarter after the effective date of the plan. Tallis Group may
pre-pay the unsecured creditors at any time.
A full-text copy of the disclosure statement is available for free
at:
https://is.gd/lf7jJX
About Tallis Group
Tallis Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Texas Case No. 16-44736) on December
5, 2016. The petition was signed by Samuel F. Tallis, managing
member. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of $10 million to $50 million.
The case is assigned to Judge Mark X. Mullin. Eric A. Liepins,
P.C. is the Debtor's bankruptcy counsel.
On June 15, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
TAR HEEL: Trustee's Sale of All Customer Relationships & Eqpt. OK'd
-------------------------------------------------------------------
Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized John Paul H. Cournoyer,
Chapter 11 Trustee for Tar Heel Oil II, Inc. and Gambill Oil, LLC
to sell substantially all of their customer relationships and
equipment to Cary Oil Co. for $175,000.
The Trustee is authorized sell the Cary Sale Assets to the
Purchaser free and clear of all liens, encumbrances or other
interests, pursuant to the APA.
The Trustee is authorized sell the Dealer Equipment to the Debtors'
customers for the amounts set forth in the APA free and clear of
all liens, encumbrances or other interests, as contemplated by and
set forth in the APA.
The Trustee is authorized to disburse $80,000 of the sale proceeds
in the Tar Heel case to BLT Investments, LLC, which will be in
complete satisfaction of BLT's secured claim, with the sole
exception of BLTs lien in certain vehicles owned by Tar Heel,
consisting of a 1997 Lincoln, a 2002 Yukon and a 2002 Suburban.
BLT will have an allowed unsecured claim in the Tar Heel bankruptcy
case for the balance of $1,517,958.
The Trustee is authorized distribute to Yadkin Bank all sale
proceeds attributable to the Dealer Equipment sold in Gambill's
bankruptcy case, which will be applied to its secured claim in the
Gambill bankruptcy case. The Trustee will segregate and not use
the sale proceeds attributable to the Cary Sale Assets in the
Gambill case pending further order of the Court.
A copy of the APA attached to the Motion is avaialble for free at:
http://bankrupt.com/misc/Tar_Heel_271_Sales.pdf
About Tar Heel Oil
Tar Heel Oil II, Inc., and Gambill Oil, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case
No. 16-50216) on March 4, 2016. Arthur H. Lankford, president,
signed the petitions.
Tar Heel Oil disclosed assets of $3.18 million and debt of $6.03
million. Gambill Oil disclosed assets of $986,674 and debt of
$3.28 million.
The cases are assigned to Judge Benjamin A. Kahn.
The Debtors tapped Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton, & Siegmund, LLP, as counsel; and Nelson & Company, PA
serves as accountant.
On Nov. 4, 2016, the court appointed John Paul Cournoyer as
Chapter 11 trustee for the Debtors. The trustee retained John A.
Northen, Esq., and Vicki L. Parrott, Esq., as his legal counsel.
No official committee of unsecured creditors has been appointed in
the case.
TERRAVIA HOLDINGS: Proposes Corbion-Led Sale Process
----------------------------------------------------
TerraVia Holdings, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize bidding procedures
in connection with their sale of substantially all assets to
Corbion N.V. for an aggregate price of $20 million, subject to
adjustments, subject to overbid.
The lack of revenue generated from the commercialization of the
Debtors' products, coupled with their operating losses and
burdensome debt load, strained their liquidity position. As a
result, beginning in 2016, the Debtors began to evaluate all
available strategic restructuring options, including the sale of
all, substantially all or certain portions of the Business to
interested purchasers.
Ultimately, after an exhaustive marketing process that took place
over approximately a five-month period, the Debtors determined that
the best restructuring path forward then available entailed the
sale of all or substantially all of the assets owned, held or used
in the conduct of the Business, including, but not limited to,
their manufacturing facility located in Peoria, Illinois, Debtor
TerraVia's 50.1% equity interest in its joint venture with Bunge
Global Innovation, LLC and certain of its affiliates and
subsidiaries ("JV Parties"), the Debtors' intellectual property
assets, inventory and certain other real and personal property
("Assets").
To that end, following a competitive process and arm's-length
negotiations, the Debtors secured a stalking horse bid from Corbion
to purchase a significant portion of the Assets for an aggregate
purchase price (subject to certain adjustments) of $20 million in
cash along with the assumption of certain liabilities ("Stalking
Horse Assets") on the terms and conditions set forth in the certain
Stock and Asset Purchase Agreement, dated as of Aug. 1, 2017, by
and among the Debtors and the Stalking Horse Bidder.
The salient terms of the Stalking Horse Agreement are:
a. Stalking Horse Assets: All right, title and interest of
Sellers in, to and under the assets, properties and business, of
every kind and description, owned, held or used by Sellers that are
Related to the Business, whether real, personal or mixed, whether
tangible or intangible, of any kind and nature, whether or not
reflected on the books and records of the Sellers and their
Subsidiaries and wherever located, in each case, other than the
Excluded Assets
b. Purchase Price: $20 million, subject to subject to certain
adjustments with the assumption of certain liabilities
c. Break-Up Fee: 2.5% of the Purchase Price (i.e., $500,000)
d. Expense Reimbursement Amount: Up to $300,000
e. Closing and Other Deadlines: The Closing will occur no later
than two business days after satisfaction of, or (to the extent
permitted) waiver by, the party or parties entitled to the benefit
of the conditions set forth in Article 10 of the Stalking Horse
Agreement.
f. Good Faith Deposit: $2,000,000
g. Agreements with Management or Key Employees: The Debtors
will seek an order from the Court authorizing them to pay the
retention and severance payments to be made to certain Business
Employees of TerraVia with whom TerraVia has entered into severance
and retainer letter agreements and, upon obtaining such order,
TerraVia will make to the Business Employees the payments provided
for under severance and retainer letter agreements so long as such
payments do not violate any other order entered by the Court.
h. Use of Proceeds: If the Break-Up Fee and Expense
Reimbursement Amount become due and payable by TerraVia to the
Stalking Horse Bidder under the Stalking Horse Agreement, such
amounts will be paid of immediately available funds under the terms
and conditions provided for in the Stalking Horse Agreement.
i. Requested Findings as to Successor Liability Local Rule
6004-1(b)(iv)(L): The Debtors seek to sell the Stalking Horse
Assets to the Stalking Horse Bidder free and clear of all Liens and
Claims (other than any Permitted Liens or Assumed Liabilities).
j. Seller: Solayzme Manufacturing 1, LLC and TerraVia
Holdings, Inc.
Given the exigencies of the the Debtors' financial condition and
the conditions to closing the Sale Transaction set forth in the
Stalking Horse Agreement, the Debtors believe that the timely sale
of the Assets in accordance with the sale process outlined in the
Motion is the best way to avoid a lower recovery for their
stakeholders that would result from a liquidation of their
estates.
To ensure that the Stalking Horse Bid is in fact the highest or
otherwise best offer for the purchase of the Assets, the Debtors
have developed the Bidding Procedures to govern the sale of the
Assets. The Bidding Procedures allow interested parties to submit
bids for (i) all of the Stalking Horse Assets, (ii) particular lots
of individual Assets or combinations thereof as specified in the
Bidding Procedures or (iii) certain Excluded Assets not included in
the Stalking Horse Assets as specified in the Bidding Procedures,
in each case, subject to the terms and provisions of the Bidding
Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 31, 2017, at 6:00 p.m. (PET)
b. Minimum Full Bid: $21 million (i.e., the Purchase Price under
the Stalking Horse APA, plus the Break-Up Fee and Expense
Reimbursement Amount, plus $200,000)
c. Good Faith Deposit: 10% of the proposed purchase price
d. Potential Bidder Deadline: Aug. 24, 2017, at 6:00 p.m. (PET)
e. Deadline for Debtors to notify Potential Bidders of their
status as Qualified Bidders: Sept. 1, 2017, at 12:00 p.m. (PET)
f. Deadline to object to the Sale Transaction (if no Auction is
held): Sept. 1, 2017, at 4:00 p.m. (PET)
g. Deadline to object to conduct of the Auction and the Sale
Transaction to the Successful Bidder: Sept. 12, 2017, at 4:00 p.m.
(PET)
h. Auction: Auction to be held at offices of Davis Polk &
Wardwell LLP on Sept. 6, 2017, at 10:00 a.m.
i. Sale Hearing: Sept. 14, 2017
j. Deadline to object to conduct of the Auction and the Sale
Transaction to the Successful Bidder: Sept. 12, 2017, at 4:00 p.m.
(PET)
Within two business days after entry of the Bidding Procedures
Order, or as soon as reasonably practicable thereafter, the Debtors
will serve the Sale Notice upon all Notice Parties. Any
Supplemental Assumption and Assignment Objections, if any, must be
filed no later than 14 days from the date of service of such
Supplemental Assumption and Assignment Notice. The target date for
the Debtors to file with the Court the Notice of Auction Results is
Sept. 8, 2017, at 6:00 p.m. (PET).
In connection with the Sale Transaction, the Debtors anticipate
that they will assume and assign to the Successful Bidder (or its
designated assignee(s)) all or certain of the Assumed Contracts and
Assumed Real Property Leases. The Assumption and Assignment
Objection is Sept. 1, 2017, at 4:00 p.m. (PET).
Although the Debtors and the Stalking Horse Bidder believe that the
JV Parties' consent is not required to effectuate the transactions
contemplated by the Stalking Horse Agreement, the JV Parties
disagree. To minimize the expense, inconvenience, distraction and
uncertainty of litigation in the Chapter 11 Cases, the Debtors have
entered into the Consent and Settlement Agreement with the Stalking
Horse Bidder and the JV Parties that, inter alia, (i) memorializes
the JV Parties' consent to the Sale Transaction and the assumption
and assignment to the Stalking Horse Bidder of the certain joint
venture agreements between the Debtors and the JV Parties; and (ii)
contemplates the mutual release of any and all claims between the
Debtors and the JV Parties.
The Debtors ask approval of the Consent and Settlement Agreement
pursuant to the Sale Order and respectfully submit that the Consent
and Settlement Agreement is eminently reasonable and in the best
interests of the Debtors and its economic stakeholders.
A copy of the Stalking Horse Agreement, the Bidding Procedures, and
the Consent and Settlement Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/TerraVia_Holdings_12_Sales.pdf
A strong business justification exists for the sale of the Debtors'
Assets as described. An orderly but expeditious sale of the Assets
is critical to maximizing the value of the Debtors assets and
recoveries for their economic stakeholders. Moreover, the timely
consummation of the proposed Sale Transaction is required under the
express terms of the Stalking Horse Agreement.
The Purchaser:
CORBION N.V.
7905 Quivira Road
Lenexa, KS 66215
Attn.: Colin McMullin
VP/General Counsel Americas
Facsimile: (913) 888-4970
E-mail: colin.mcmullin@corbion.com
The Purchaser is represented by:
James Colihan, Esq.
BAKER & MCKENZIE, LLP
452 Fifth Avenue
New York, NY 10018
Attn.: James C. Colihan
Facsimile No.: (212) 310-1612
E-mail: james.colihan@bakermckenzie.com
The Debtor can be reached at:
TERRAVIA HOLDINGS, INC.
225 Gateway Boulevard
South San Francisco, CA 94080
Attn.: General Counsel
Facsimile: (650) 989-6700
E-mail: pquinlan@terravia.com
Proposed Counsel to the Debtors:
Mark D. Collins, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: collins@rlf.com
steele@rlf.com
- and -
Damian S. Schaible, Esq.
Steven Z. Szanzer, Esq.
Adam L. Shpeen, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
E-mail: damian.schaible@davispolk.com
steven.szanzer@davispolk.com
adam.shpeen@davispolk.com
About TerraVia
Headquartered in South San Francisco, California, TerraVia
Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com-- is a
plant-based food, nutrition and specialty ingredients company that
harnesses the power of algae, the mother of all plants and earth's
original superfood. With a portfolio of breakthrough ingredients
and manufacturing, TerraVia is well positioned to help meet the
growing need of consumer packaged goods and established and
emerging food manufacturers to improve the nutritional profile of
foods without sacrificing taste, and to develop select consumer
brands. TerraVia also manufactures a range of specialty personal
care ingredients for key strategic partners. Headquartered in
South San Francisco, TerraVia's mission is to create products that
are truly better for people and better for the planet.
On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly owned
U.S.
subsidiaries filed voluntary petitions under chapter 11 of title
11
of the United States Code (Bankr. D. Del. Lead Case No. 17-11655).
The Debtors filed a motion with the Court seeking to administer
all
of the Chapter 11 cases jointly under Lead Case No. 17-11655).
The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil
LLC and Solazyme Manufacturing 1, LLC.
The Debtors sought bankruptcy protection after reaching a deal to
sell the assets to Corbion N.V. for $20 million in cash plus the
assumption of liabilities.
Davis Polk & Wardwell LLP is acting as restructuring and corporate
counsel to TerraVia. Rothschild Inc. is acting as TerraVia's
financial advisor and investment banker to lead the sales process
Kurtzman Carson Consultants LLC is the claims agent, maintaining
the case Web site http://www.kccllc.net/TerraVia
THERMAGEM LLC: Hires Moffa & Breuer as Counsel
----------------------------------------------
Thermagem LLC seeks approval from the the US Bankruptcy Court for
the Southern District of Florida, Miami Division, to employ Stephen
C. Breuer and the law firm of Moffa & Breuer, PLLC as attorney.
Thermagem says it is necessary that the Debtor-In-Possession employ
an attorney for representation in this case to perform ordinary and
necessary legal services and assist with the preparation of the DIP
reporting requirements.
The hourly billing rate of attorneys is $250 to $500 and for
paralegals is $70 to $160 subject to periodic change.
Stephen C. Breuer of the law firm of Moffa & Breuer, PLLC attests
that neither he nor the firm or its attorneys hold or represent any
adverse interest to the estate, and he is disinterested as required
by 11 U.S.C. Sec. 327(a) and FRBP 2014.
The Firm can be reached through:
Stephen C. Breuer, Esq.
MOFFA & BREUER, PLLC
1776 N Pine Island Rd #102
Plantation, FL 33322
Tel: 954-634-4733
Fax: 954-337-0637
Email: stephen@moffa.law
About Thermagem LLC
Based in Miami, Florida, Thermagem LLC filed a Chapter 11 petition
(Bankr. S.D. Fla. Case no. 17-18531) on July 6, 2017. The petition
was signed by Eran Brosh, president and managing member. The case
is assigned to Judge Jay A. Cristol. Stephen C. Breuer, Esq., at
Moffa & Breuer, PLLC represents the Debtor.
As of time of filing, the Debtor estimates $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.
THIRD COAST INDUSTRIAL: Sept. 13 Plan, Disclosure Statement Hearing
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas conditionally approved Third Coast Industrial
Coatings, Inc.'s disclosure statement describing its plan of
reorganization.
Sept. 8, 2017, at 12:00 noon (Houston Time) is the deadline for
filing ballots accepting or rejecting the Plan.
Sept. 8, 2017, at 12:00 noon (Houston Time) is the deadline for
filing and serving written objections to confirmation of the Plan.
The Court will conduct an evidentiary hearing in Courtroom 400, 4th
Floor, U.S. Courthouse, 515 Rusk, Houston, Texas 77002 to consider
final approval of the Disclosure Statement and confirmation of the
Plan on Sept. 13, 2017, at 2:00 p.m. (Houston time).
As previously reported in the Troubled Company Reporter, Class 6
under the plan consists of the General Unsecured Claims of the
creditors.
The holders of Class 6 Claims will be paid 100% of their claims.
The Debtor will open an Unsecured Creditors Escrow Account and
place $2,566.66 in this account each month starting 30 days after
the Effective Date and continuing for 53 months or until operations
of the Debtor cease or the case is converted to a case under
Chapter 7. This fund will be disbursed on a pro rata basis
quarterly to all allowed Class 6 claimants beginning on the 15th
day after the end of the first full quarter after the Confirmation
Date.
The Debtor plans to finance its 100% Repayment of Plan of
Reorganization through continued operations in the industry of
paints, varnishes, lacquers, enamels, and allied (manufactured)
products.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-30118-41.pdf
About Third Coast Industrial Coatings
Third Coast Industrial Coatings, Inc., is a Texas Company with its
main facility located at 211 Main Street, South Houston, Texas
77587. The Debtor initially opened for business in 2001. Its
primary business both then and now continues to be manufacturing
industrial paints, varnishes, lacquers, enamels, and allied
products. The Debtor's primary customer base has been those
companies in the Texas oil and gas industry.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. Texas Case No. 17-30118) on Jan. 3, 2017. The
petition was signed by Felipe Antonio Ibarra, president.
The case is assigned to Judge David R. Jones.
At the time of the filing, the Debtor estimated assets of less
than
$50,000 and liabilities of $1 million to $10 million.
Nelson M. Jones, III, Esq., at the Law Office of Nelson M. Jones
III serves as the Debtor's bankruptcy counsel.
TRAVIS RAGSDALE: Sale of Dallas Property for $300K Approved
-----------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Travis Wade Ragsdale's sale
to Pamela Sullins of (i) real property consisting of 2.33 acres at
11090 Cartersville Hwy., Dallas, Georgia, which includes a
structure used as a restaurant called BigUn's Biscuits, and is also
described as Land Lot 161 of the 3rd District, 3rd Section of the
Paulding County land records, for $250,000; and (ii) furniture,
equipment and other personal property (FF&E") for $50,000.
A hearing on the Motion was held on July 19, 2017.
The sale is free and clear of all interests, liens, encumbrances,
and/or alleged secured indebtedness of any kind or nature.
As a condition precedent of selling the Property, not less than two
business days prior to closing on the sale of the Property, the
Debtor will cause the closing attorneys for the proposed sale
(presently designated as Jeff Watkins, Esq., and Jeffrey A.
Watkins, P.C.) to deliver to the attorneys for Westside Bank, a
proposed HUD-1 settlement statement showing payment of normal,
customary, and necessary realtor commissions, closing costs, and
pro-rated taxes, consistent with the Purchase and Sale Agreement,
and the net proceeds from the $250,000 gross sales price of the
Real Property to be delivered to Westside Bank (with no proceeds
from the sale of the Real Estate being delivered to the Debtor).
Upon approval by Westside Bank, the closing may be finalized, and
the closing, the attorneys will immediately remit all the Westside
Payment directly to Westside Bank via wire transfer.
In the event Westside Bank does not approve of the HUD-1 settlement
statement, then counsel for the Debtor may coordinate and schedule
an expedited hearing on any remaining issues with notice to
Westside Bank and the United States Trustee. Further, not more
than three business days after the closing of the sale of the
Property, the Debtor will deliver an executed copy of the HUD-1
settlement statement to the attorneys for Westside Bank.
Pursuant to, and in accordance with, Federal Rule of Bankruptcy
Procedure 6004(h), and notwithstanding the possible applicability
of any Federal Rule of Bankruptcy Procedure or statute that might
otherwise provide to the contrary, the terms and provisions of the
Order will be immediately effective and enforceable upon its entry,
and no stay of execution, enforceability or effectiveness will
apply to the Order.
Travis Wade Ragsdale sought Chapter 11 protection (Bankr. N.D. Ga.
Case No. 15-40844) on April 14, 2015.
TRIUMPH GROUP: Moody's Rates $500MM Senior Unsecured Notes B3
-------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Triumph
Group, Inc. new senior unsecured notes. Proceeds from the offering
will be used to pay down revolver borrowings and the Term Loan A,
and for general corporate purposes. Concurrently, Moody's affirmed
the B2 Corporate Family Rating (CFR), the B2-PD Probability of
Default Rating, and the B3 rating on the senior unsecured notes due
2021 and 2022. The rating outlook is stable.
Issuer: Triumph Group, Inc.
The following ratings were assigned:
$500 million senior unsecured notes due 2025, assigned B3 (LGD4)
The following ratings were affirmed:
Corporate Family Rating, affirmed at B2
Probability of Default Rating, affirmed at B2-PD
Speculative Grade Liquidity Rating, affirmed at SGL-4
$375 million senior unsecured notes due 2021, affirmed at B3
(changed to LGD4 from LGD5)
$300 million senior unsecured notes due 2022, affirmed at B3
(changed to LGD4 from LGD5)
Outlook, Stable
RATINGS RATIONALE
The B2 CFR balances Triumph's considerable scale and
well-established presence as an aerospace supplier against the
company's highly leveraged balance sheet, on-going topline
pressures, and weak liquidity. Declining production rates on key
legacy platforms coupled with an elevated cost structure and
material working capital investments on new programs, are all
expected to weigh on sales, earnings and cash flows over the next
12 to 24 months. These pressures are expected to result in an
organic sales contraction of around 10% during FY 2018 and elevated
financial leverage with Moody's adjusted Debt-to-EBITDA anticipated
to peak at over 8x (includes 3x of pension adjustments) over the
next twelve months.
The recent increase in business wins and on-going efforts to reduce
costs and improved execution are viewed favorably. That said, the
company's ability to stabilize and grow sales and ultimately
improve its broader credit profile in fiscal 2019 and beyond
remains to be proven. Triumph's backlog has declined over the last
few years (FY 2017 backlog of $4 billion off 20% versus FY 2015),
although more recently it has stabilized, and highlights the need
to improve its competitive standing and reduce its cost structure.
The pending ramp-up of developing programs such as the Bombardier
7000 and Embraer E-Jet as well as recent settlements with large OEM
customers are credit positives, although execution risk on the 7000
and E-Jet acts as a tempering consideration. Absent unanticipated
delays or production cuts, low to mid-single-digit sales growth in
FY 2019 and FY 2020 seems achievable. Topline growth beyond this
will be contingent on Triumph's ability to win new business,
particularly in defense end-markets and in its shorter cycle
segments as opportunities for content wins in the longer cycle
structures business appear more limited.
Moody's expects Triumph to maintain weak liquidity over the next
twelve months. The liquidation of advance customer payments along
with sizable working capital investments is anticipated to result
in a very substantial use of cash during FY 2018 with free cash
flow likely to be negative to the tune of around $500 million.
External liquidity is provided by an $800 million revolving credit
facility that expires in May 2021 and a $225 million Accounts
Receivables (A/R) facility due November 2017. An inability to renew
the A/R facility would further weaken the company's liquidity.
Given the near-term usage of cash, Moody's expects heavy reliance
on the revolver over the next two years and the company's ability
to comply with its financial covenants will be an important
consideration. While not currently within the 12-15 month liquidity
rating horizon, the March 2019 maturity of the approximate $302
million term loan presents refinancing risk that would further
pressure liquidity if not proactively replaced.
The stable outlook acknowledges Triumph's well-established presence
as an aerospace supplier and the company's broad capabilities and
considerable scale. The stable outlook also considers opportunities
for an improved earnings and cash flow profile over the next two to
three years, and that Triumph will proactively address the upcoming
maturities at a manageable cost.
The ratings could be upgraded if Triumph were to sufficiently lower
leverage such that Debt-to-EBITDA on a Moody's adjusted basis was
expected to be sustained below 5.0 times. Any upgrade would be
predicated on expectations of an improved liquidity profile such
that FCF/Debt was expected to remain at least in the low
single-digits along with reduced reliance on revolver borrowings
and proactively addressing upcoming maturities. A demonstrated
ability to win new business with consistent organic sales growth
and EBITDA margins in the low-double digits would also be necessary
for an upgrade.
The ratings could be downgraded if Triumph's liquidity profile were
to weaken including an inability to refinance/extend near-term
principal obligations. The ratings could also be downgraded if the
company is not on a trajectory to restore meaningfully positive
free cash flow or if there are unanticipated large-sized production
rate cuts in any of Triumph's existing platforms, or delays and
cost overages in new programs (particularly the Global 7000/8000
and E-Jet). Expectations of Moody's adjusted Debt-to-EBITDA
remaining above 7.0x beyond FY 2019 could also pressure the rating
downwards.
Triumph designs, engineers, manufactures, repairs, overhauls and
distributes a broad portfolio of aero-structures, aircraft
components, accessories, subassemblies and systems. The company
serves commercial aerospace (57% of sales), military (22%),
business jet (18%) and regional and other markets (3%). Revenues
were approximately $3.4 billion for the twelve months ended June
30, 2017.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
TRIUMPH GROUP: S&P Rates New $500MM Senior Unsecured Notes 'B-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Triumph Group Inc.'s proposed $500 million
senior unsecured notes due 2025. SS&P said, "The '5' recovery
rating indicates our expectation for modest (10%-30%; rounded
estimate 20%) recovery in a default scenario. The company plans to
use the proceeds from the new notes to repay the $302.4 million
remaining on its first-lien term loan and $149 million of
outstanding revolver borrowings. The company also plans to amend
its credit facility to reduce the revolver to $800 million from
$850 million."
S&P related, "We also placed our 'CCC+' issue level ratings on
Triumph's existing senior unsecured notes on CreditWatch with
positive implications as we expect to raise the rating to 'B-' when
the transaction closes. We also expect to revise our recovery
rating to '5' (rounded estimate 20%) from '6' (0-10% range; rounded
estimate 0%) at that time due to the lower amount of secured debt.
"Additionally, we affirmed our 'BB-'issue-level rating on the
company's secured credit facility. The '1' recovery rating is
unchanged, indicating our expectation for very high recovery
(90%-100%: rounded estimate 95%) in a default scenario. We expect
to withdraw ratings on the company's first-lien term loan when the
transaction closes and the debt is repaid.
"We recently lowered our corporate credit rating on Triumph to 'B'
from 'BB-', and the current transaction has no impact on the
corporate credit rating. See "Triumph Group Inc. Downgraded Two
Notches To 'B; On Weaker Earnings And Cash Flow Guidance; Outlook
Stable," published on July 27, 2017, for the full rating
rationale."
CREDITWATCH
S&P added, "We expect to resolve the CreditWatch on the issue
ratings on the company's existing unsecured debt when the
transaction closes. We are likely to raise the ratings one notch to
'B-' and revise the recovery rating to '5' from '6' if the
transaction closes on terms substantially similar to those
presented to us. The ratings on the proposed notes are not on
CreditWatch.
RECOVERY ANALYSIS
Key Analytical Factors
Pro forma for the transaction, Triumph's capital structure will
consist of a $800 million secured revolving credit facility, $375
million of senior unsecured notes due 2021, $300 million of senior
notes due 2022, and $500 million of senior unsecured notes due
2025, as well as an accounts receivable (A/R) securitization
facility, capital leases, an equipment leasing facility, and a
small industrial revenue bond. Total unsecured claims include
pension and post retirement obligations. The lower amount of
secured debt will improve recovery prospects for unsecured lenders.
Simulated default assumptions
-- S&P valued the company on a going-concern basis using a 5x
multiple of our projected emergence EBITDA.
-- Other default assumptions include LIBOR rising to 250 basis
points (bps), the revolver is 85% drawn at default, and the A/R
facility is 70% drawn at default.
Simplified Waterfall
-- Emergence EBITDA: $277 million
-- Default year: 2020
-- EBITDA multiple: 5.0x
-- Net enterprise value (after 5% administrative expenses): $1,315
million
-- Priority claims: $160 million
-- Collateral value available to first-lien debt: $1,155 million
-- Estimated first-lien claim: $749.9 million
-- Recovery range: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $405 million
-- Total unsecured claims: $1,845 million
-- Recovery range: 10%-30% (rounded estimate: 20%)
RATINGS LIST
Triumph Group Inc.
Corporate credit rating B/Stable/--
New Rating
Triumph Group Inc.
Senior unsecured
$500 mil. notes due 2025 B-
Recovery rating 5(20%)
Issue Rating Placed On CreditWatch; Recovery Rating Unchanged
To From
Triumph Group Inc.
Senior unsecured CCC+/Watch Pos CCC+
Recovery rating 6(0%) 6(0%)
TROVERCO INC: Hires 321 Capital Partners as Financial Advisor
-------------------------------------------------------------
Troverco, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Missouri to employ Three Twenty-One
Capital Partners as financial advisor and investment banker to the
Debtor effective as of the Petition Date.
The Debtor requires 321 to:
a. advise the Debtor in connection with its business plan and
financial projections;
b. attend meetings with the Debtor and other parties in
interest and provide testimony, if necessary, before the Bankruptcy
Court;
c. assist the Debtor in negotiations with creditors, contract
counterparties, lessors and other parties in interest; and
d. advise and assist the Debtor in connection with any
potential sale, transfer or other disposition of its assets,
including taking the necessary steps to market the Debtor's assets
in a manner to maximize the value thereof and to generate the
highest and best offers therefor, provide assistance with respect
to the marketing or disposition of the assets and perform related
services necessary to maximize the proceeds to be realized for the
assets, facilitate the dissemination of information to interested
parties with respect to the Debtor's assets and taking any other
acts to prepare for, conduct and effectuate the sale and to insure
the highest possible price(s) and/or best offer(s) for a sale,
transfer or other disposition of the Debtor's assets; and
e. provide general financial and restructuring advisory
services in connection with the Debtor's Chapter 11 Case.
The Debtor retained the firm in May 2016 to provide certain
advisory, restructuring analysis and valuation services pursuant to
an agreement between the Debtor and 321 dated May 13, 2016. Prior
to the Petition Date, the Debtor paid 321 a $40,000 fee pursuant to
the terms of the parties' Initial Advisory Agreement.
On May 13, 2016, the Debtor and 321 entered into a separate
Investment Banking Agreement. That Agreement provides that 321
will be paid a transaction fee, payable in cash at the closing of
any Stock Sale, Asset Sale, Lease, Equity Investment, sale of
business assets or Merger, based upon the Gross Sale Proceeds as
follows:
i. 8% of the first $1,000,000 of Gross Sales Proceeds;
ii. 7% of Gross Sales Proceeds between $1,000,001 and
$2,000,000;
iii. 6% of Gross Sales Proceeds between $2,000,001 and
$3,000,000;
iv. 5% of Gross Sales Proceeds between $3,000,001 and
$4,000,000;
v. 4% of Gross Sales Proceeds between $4,000,001 and
$5,000,000;
vi. 3% of Gross Sales Proceeds above $5,000,000.
Prior to the Petition Date, the Debtor reimbursed 321 for $6,500 of
expenses incurred, in accordance with the terms of the Investment
Banking Agreement. The Debtor did not pay any fees to 321 on
account of the Investment Banking Agreement prior to the Petition
Date.
On May 16, 2017, the Debtor and 321 entered into a revised advisory
agreement. The Engagement Agreement provides that 321 will be paid
a fee of $6,250 per week payable on a monthly basis in advance,
plus expenses.
Prior to the Petition Date, the Debtor paid 321 the following
Retainer Fees pursuant to the Revised Advisory Agreement: (i)
$12,500 for May 2017, (ii) $25,000 for June 2017, and (iii) $25,000
for July 2017.
Ervin M. Terwilliger, a managing partner of Three Twenty-One
Partners, 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.
321 may be reached at:
Ervin M. Terwilliger
Three Twenty-One Partners
2205 Warwick Way Suite 310
Marriottsville, MD 21104
Phone: (443) 325-5259
Fax: (443) 703-2330
About Troverco Inc.
Headquartered in Saint Louis, Missouri, Troverco --
http://www.troverco.com/-- is in the food industry specializing in
freshly-prepared sandwiches and snacks for delivery to businesses.
Troverco began as a franchise in 1959 under the name Lakeshire
Sandwiches.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Joseph E. Trover, Jr., chief executive
officer.
Judge Charles E. Rendlen III presides over the case.
Lisa A. Epps, Esq., Ryan C. Hardy, Esq., and Eric C. Peterson,
Esq., at Spencer Fane LLP serve as the Debtor's bankruptcy counsel.
Jason S. Teele, Esq., at Nicole Stefanelli, Esq., at Cullen And
Dykman LLP serve as the Debtor's co-counsel.
Three Twenty-One Capital Partners, LLC, is the Debtor's financial
advisor and investment banker.
TROVERCO INC: Hires Cullen and Dykman as Counsel
------------------------------------------------
Troverco, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Missouri to employ Cullen and Dykman,
LLP as counsel to the Debtor effective as of Petition Date.
The Debtor requires Cullen and Dykman to:
a. provide the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;
b. take all necessary actions to protect and preserve the
Debtor's estate during the pendency of the Chapter 11 Case,
including the prosecution of actions by the Debtor, the defense of
actions commenced against the Debtor, negotiations concerning
litigation in which the Debtor may be involved and objecting to
claims filed against the estate;
c. prepare on behalf of the Debtor, as a debtor-in-possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of the Chapter 11
Case;
d. counsel the Debtor with regard to its rights and
obligations as a debtor- in-possession;
e. appear in Court to protect the interests of the Debtor;
and
f. perform other legal services for the Debtor which may be
necessary and proper in this Chapter 11 Case.
Cullen and Dykman will be paid at these hourly rates:
Partners $350-$715
Associates $225-$450
Paralegals $90-$175
Cullen and Dykman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
S. Jason Teele, Esq., partner at Cullen and Dykman, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Cullen and Dykman may be reached at:
S. Jason Teele, Esq.
Cullen and Dykman, LLC
One Riverfront Plaza
Newark, NJ 07102
Tel: (973) 849-0220
E-mail: steele@cullenanddykman.com
About Troverco Inc.
Headquartered in Saint Louis, Missouri, Troverco --
http://www.troverco.com/-- is in the food industry
specializing in freshly prepared sandwiches and snacks for delivery
to businesses. Troverco began as a franchise in 1959 under the
name Lakeshire Sandwiches.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Joseph E. Trover, Jr., chief executive
officer.
Judge Charles E. Rendlen III presides over the case.
Lisa A. Epps, Esq., Ryan C. Hardy, Esq., and Eric C. Peterson,
Esq., at Spencer Fane LLP serve as the Debtor's bankruptcy counsel.
Jason S. Teele, Esq., at Nicole Stefanelli, Esq., at Cullen And
Dykman LLP serve as the Debtor's co-counsel.
Three Twenty-One Capital Partners, LLC, is the Debtor's financial
advisor and investment banker.
TROVERCO INC: Hires Spencer Fane as Co-Counsel
----------------------------------------------
Troverco, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Missouri to employ Spencer Fane, LLP as
counsel for the Debtor, nunc pro tunc to June 29, 2017.
The Debtor requires Spencer Fane to:
a. assist Cullen & Dykman LLP, and advise and represent
Troverco in its consultations with the Debtor regarding the
administration of this Case, compliance with local rules,
procedures, forms, and other matters;
b. assist the Lead Counsel, and advise and represent Troverco
with respect to the Debtor's retention of professionals and
advisors with respect to the Debtor's business and this Case;
c. assist the Lead Counsel, and advise and represent Troverco
in analyzing the Debtor's assets and liabilities, investigating the
extent and validity of liens and participate in and review any
proposed asset sales, asset dispositions, financing arrangements
and cash collateral stipulations or proceedings;
d. assist the Lead Counsel, and advise and represent Troverco
in any manner relevant to reviewing and determining the Debtor's
rights and obligations under leases and other contracts;
e. assist the Lead Counsel, and advise and represent Troverco
in investigating the acts, conduct, assets, liabilities and
financial condition of the Debtor, the Debtor's operations and the
desirability of the continuance of any portion of those operations,
and any other matters relevant to this Case or to the formulation
of a plan;
f. assist the Lead Counsel, and advise and represent Troverco
in connection with any sale of the Debtor's assets;
g. assist the Lead Counsel, and advise and represent Troverco
in its participation in the negotiation, formulation, or objection
to any plan of liquidation or reorganization;
h. advise Troverco on the issues concerning the appointment
of a trustee or examiner under Section 1104 of the Bankruptcy
Code;
i. assist the Lead Counsel, and advise and represent Troverco
in understanding its powers and its duties under the Bankruptcy
Code and the Bankruptcy Rules and in performing other services as
are in the interests of those represented by Troverco;
j. assist the Lead Counsel, and advise and represent Troverco
in the evaluation of claims and on any litigation matters,
including avoidance actions; and
k. provide other services to Troverco as may be necessary in
this Case.
Spencer Fane lawyers who will work on the Debtor's case and their
hourly rates are:
Lisa A. Epps, partner $430
Eric C. Peterson, counsel $430
Ryan C. Hardy, associate $285
Zachary Fairlie, associate $230
Spencer Fane professionals hourly rates:
Partners $290-$635
Of Counsel $230-$525
Associates $220-$325
Paralegals $110-$250
Spencer Fane will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lisa A. Epps, Esq., a partner at Spencer Fane 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.
Spencer Fane may be reached at:
Lisa A. Epps, Esq.
Spencer Fane LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106
Tel: (816) 474-8100
Fax: (816) 474-3216
E-mail: lepps@spencerfane.com
About Troverco Inc.
Headquartered in Saint Louis, Missouri, Troverco --
http://www.troverco.com/-- is in the food industry specializing in
freshly prepared sandwiches and snacks for delivery to businesses.
Troverco began as a franchise in 1959 under the name Lakeshire
Sandwiches.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Joseph E. Trover, Jr., chief executive
officer.
Judge Charles E. Rendlen III presides over the case.
Lisa A. Epps, Esq., Ryan C. Hardy, Esq., and Eric C. Peterson,
Esq., at Spencer Fane LLP serve as the Debtor's bankruptcy counsel.
Jason S. Teele, Esq., at Nicole Stefanelli, Esq., at Cullen And
Dykman LLP serve as the Debtor's co-counsel.
Three Twenty-One Capital Partners, LLC, is the Debtor's financial
advisor and investment banker.
TXCC INC: Sale of All Restaurant Assets to Alamo Approved
---------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized TX. C.C., Inc., and affiliates
to sell substantially all of their assets to Alamo LS, LLC for the
aggregate purchase price of (i) $45,000 for the acquired personal
property at such Restaurants; (ii) cure costs not to exceed
$120,000 payable to landlords under the Assumed Leases; and (iii)
assumption of all liability for 2017 real estate and other ad
valorem taxes related to the Acquired Property and real estate
underlying Assumed Leases.
The sale is "as is, where is" without any representation or
warranty, and free and clear of all Creative Liens, Creative
Claims, and other interests of any kind or nature whatsoever.
The Purchase Price in the APA will be increased by $10,000 to
account for the Standbacks or cash on hand in the Restaurants.
The priority claims, interests, and/or rights of the PACA Creditors
which have timely filed PACA Claim Notices under the relevant
procedures order and similarly situated trust claimants' in said
assets will attach to the proceeds of the Alamo Sale.
Alamo will be response for all 2017 ad valorem real property taxes
and 2017 ad valorem business personal property taxes as to the
Assets (and thus the Acquired Property under the Transaction
Documents) and as to or under any Alamo Assumed Lease.
As to the Alamo Assets, the liens of the Tax Authorities for taxes
prior to 2017 will attach to the sale proceeds with the same
validity, extent, and priority as existed on their collateral prior
to the sale. Except as provided in the Sale Order and the Alamo
Transaction Documents, no funds will be distributed to any party
except upon further order of the Court. The claims and liens of the
Tax Authorities will remain subject to any objection any party
would otherwise be entitled to raise.
With respect to Williamson County, notwithstanding anything to the
contrary contained in the Order, for taxes prior to 2017, all liens
of Williamson County, Texas will attach to the gross sale proceeds
with the same validity, priority, and extent that they attached to
any assets sold.
With respect to any and all other tax authorities not enumerated
above, the liens of the Tax Authorities for taxes prior to 2017
will attach to the sale proceeds with the same validity, extent,
and priority as existed on their collateral prior to the sale.
Upon (i) receipt by the Alamo Landlords of the full amount of the
Final Cure Amounts, (ii) the Debtors' receipt of the Cash
Consideration, and (iii) and the Closing of the Alamo Final Offer,
the Alamo Leases, the applicable Debtors as lessors to the Alamo
Leases will directed to assume and assign the applicable Alamo
Leases for each such Debtor to Alamo.
To the extent that the Debtors receive any funds relating to
business conducted at any Restaurant on or after the effective date
of the Alamo Closing, then (i) such funds at no point will
constitute property of the estates of the Debtors, (ii) the Debtors
will be obligated to pay such funds to Alamo to the extent
constituting Alamo Assets and such obligation will be deemed to be
an administrative obligation of the Debtors; and (iii) the Debtors
will and are authorized to pay such amounts to Alamo of such
Restaurant location (including Restaurants relating to each Alamo
Designated Lease notwithstanding the fact that the election to
assume or reject has not been made by Alamo), without asking
further authority from the Court.
All sales proceeds or other payments made to the Debtors under the
Sale Order and/or the Alamo Transaction Documents, but not
including any payments made under any interim management or
operations agreement, will be forwarded to the trust account of
Weycer Kaplan Pulaski & Zuber, P.C. and thereafter will be moved,
used, or otherwise allocated only upon further Order of the Court.
For cause shown, pursuant to Bankruptcy Rules 6004(h) and 7062(g),
the Sale Order will not be stayed, will be effective immediately
upon entry, and the Debtors and Creative are authorized to close
the sale of the Creative Assets immediately upon entry of the Sale
Order.
The Sale Order is not applicable to the Restaurant and the lease
relating to the TXLC Concord, North Carolina location in which
Washington Prime Group is the lessor unless the Debtors, Alamo and
Washington Prime Group file a certification by 11:59 p.m. on July
31, 2017 certifying that such this lease is not rejected.
A copy of the Alamo APA attached to the Order is available for free
at:
http://bankrupt.com/misc/TX_CC_425_Order.pdf
The Purchaser can be reached at:
ALAMO LS, LLC
120 Chula Vista
San Antonio, TX 78232
Attn: Peter Donavan, Vice President
Telephone: (210) 403-3725 Ext. 218
E-mail: pdonbavand@foodmps.com
The Purchaser is represented by:
Patrick Ryan, Esq.
DYKEMA COX SMITH
1717 Main Street, Suite 4200
Dallas, Texas 75201
Telephone: (210) 554-5245
Facsimile: (210) 226-8395
E-mail: pryan@dykema.com
The Debtors' Financial Advisor:
Jeff Merritt
MERRITT ADVISORS
101 S. Coat Road, Suite 36-306
Richardson, TX 75080
Mobile: (214) 226-0794
E-nail: jeff@merrittadv.com
About TX.C.C., Inc.
TX.C.C., Inc., et al., own and operate two steakhouse dining
concepts, Texas Land & Cattle and Lone Star Steakhouse & Saloon.
The Debtors currently operate a total of 29 locations across the
two brands.
TX.C.C. filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex.
Case No. 17-40297) on Feb. 13, 2017. The petition was signed by
Timothy Dungan, president. In its petition, the Debtor estimated
$0 to $50,000 in assets and $1 million to $10 million in
liabilities.
These affiliates also filed for Chapter 11 bankruptcy protection:
a. Texas Land & Cattle of Fairview, LLC (Bankr. E.D. Tex.
Case No. 17-40300) and Lone Star Steakhouse & Saloon of
Springfield, Inc. (E.D. Tex. Case No. 17-40303) on Feb. 13;
b. Lone Star Steaks, Inc. (E.D. Tex. Case No. 17-40330) on
Feb. 17, 2017;
c. Texas Land & Cattle Steakhouse of North Carolina, Inc.
(E.D. Tex. Case No. 17-40332) and TXLC of Arlington II,
LLC (E.D. Tex. Case No. 17-40333) on Feb. 18, 2017.
d. Lone Star Steakhouse & Saloon of Southern Missouri
(E.D. Tex. Case No. 17-40334) Lone Star Steakhouse &
Saloon of Florida, Inc. (E.D. Tex. Case No. 17-40335)
and TXLC of Missouri, Inc. (E.D. Tex. Case No. 17-40336)
on Feb. 19, 2017;
e. Lone Star Steakhouse & Saloon of Michigan, Inc. (E.D. Tex.
Case No. 17-40339), Lone Star Steakhouse & Saloon of
Mississippi, Inc. (E.D. Tex. Case No. 17-40340) and Lone
Star Steakhouse & Saloon of Oklahoma, Inc. (E.D. Tex. Case
No. 17-40341) on Feb. 20, 2017;
f. Lone Star Steakhouse & Saloon of Ohio, Inc. (E.D. Tex.
Case No. 17-40342) on Feb. 21, 2017;
g. TX LC Liquor Company (E.D. Tex. Case No. 17-40443) on
March 3, 2017; and
h. LS Management, Inc. (E.D. Tex. Case No. 17-40508) on
March 8, 2017.
The cases are jointly administered.
The Hon. Brenda T. Rhoades presides over the cases.
Weycer, Kaplan, Pulaski & Zuber, P.C., serves as counsel to the
Debtors.
No trustee, examiner, or statutory creditors' committee has been
appointed in the Chapter 11 cases.
USS ULTIMATE: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to USS Ultimate
Holdings, Inc. ("United Site Services" or "USS," initially Portable
Merger Corporation) following the announcement of its $1.15 billion
leveraged buyout. Portable Merger Corporation is an acquisition
vehicle that will be merged with and into USS Ultimate Holdings,
Inc. upon closing of the transaction, with USS Ultimate Holdings,
Inc. being the surviving entity and obligor under the new capital
structure. At the same time, Moody's assigned a B2 rating to the
company's proposed $475 million senior secured first lien term loan
and a Caa2 rating to the proposed $280 million senior secured
second lien term loan. The rating outlook is stable.
Proceeds from the proposed senior secured term loans, along with a
contribution of new common equity from Platinum Equity ("Sponsor")
and rollover equity from management, will fund the leveraged buyout
of United Site Services from Calera Capital, refinance existing
debt, and pay transaction fees and expenses. In addition, the
company will enter into a new $85 million asset based (ABL)
revolving credit facility (unrated by Moody's), which is expected
to be undrawn at closing.
USS' highly leveraged capital structure, limited operating scale
and revenue concentration in the highly cyclical residential and
commercial construction end markets are key credit factors
negatively affecting the company's ratings. "The proposed LBO will
increase United Site Services' funded debt levels, debt leverage
and annual cash interest burden considerably," stated Moody's
analyst Oleg Markin. "The contemplated transaction more than
doubles the company's funded debt balance to $755 million from
about $368 million as of March 31, 2017 and, as a result, pro forma
debt-to-EBITDA leverage will be initially high at about 7.0 times
(Moody's adjusted and incorporating annualized EBITDA from recent
acquisitions)," added Markin. Additionally, Moody's expects USS'
free cash flow to be only slightly positive over the next 12-18
months given the increase in annual debt service costs and the
company's aggressive acquisition strategy. These factors will limit
the potential for meaningful deleveraging through debt repayment
over the next 12-18 months.
Moody's assigned the following ratings to Portable Merger
Corporation:
-- Corporate Family Rating at B3
-- Probability of Default Rating at B3-PD
-- Proposed $475 million senior secured first lien term loan due
2024 at B2 LGD3
-- Proposed $280 million senior secured second lien term loan due
2025 at Caa2 LGD5
-- Outlook at Stable
The assignment of ratings remain subject to Moody's review of the
final terms and conditions of the proposed financing transaction
that is expected to close by end of August 2017. Moody's
anticipates all of the corporate and instrument ratings at USS
Parent Holding Corp. (the predecessor) including the B2 CFR to be
withdrawn upon completion of the proposed transaction and repayment
of existing debt.
RATINGS RATIONALE
The B3 CFR reflects USS' highly leveraged capital structure
following the LBO, its limited operating scale with revenue
concentration in the highly cyclical residential and commercial
construction end markets, and aggressive growth strategies. Moody's
anticipates the company will deleverage from currently elevated
levels as a result of EBITDA growth and to a lesser extent debt
repayment, but debt-to-EBITDA leverage is expected to remain above
6.0 times over the next 12-18 months. Moody's expects the company
to remain acquisitive and pursue tuck-in acquisitions to support
its strategic growth plan. The rating favorably considers United
Site Services' leading market position within a fragmented portable
sanitation and related site service solutions market, and its
offering of a highly essential and critical service to its
customers. The company's long-standing relationships with customers
as indicated by high customer retention rates, and expectation for
favorable conditions in the construction sector over the next 12-18
months are also positive credit considerations. The company's
competitive advantages, high service quality and scalability, are
expected to continue to support its defensible market position
within the portable sanitation market. Moody's projects the company
will generate breakeven to slightly positive free cash flow on an
annual basis given the interest burden and higher capital
expenditure levels due to an enterprise resource planning (ERP)
system implementation in 2018. The low free cash flow and Moody's
expectation that the company will execute on a robust acquisition
pipeline will limit the potential for debt repayment and will
likely lead to an increase in debt over time.
Moody's anticipates in the stable rating outlook that continued
economic growth will lead to top-line growth both organically and
through bolt-on acquisitions over the next 12-24 months, and that
the company will increase profitability as operational improvements
and route density benefits are realized. Moody's also expects in
the stable outlook that the company will maintain adequate
liquidity over the next 12-15 months.
Moody's could upgrade the ratings if debt reduction combined with
sustained earnings growth leads to a material improvement in credit
metrics, such that debt-to-EBITDA leverage is maintained below 6.0
times and EBITDA-Capex/interest expense is above 1.25 times.
The ratings could be downgraded if economic conditions deteriorate,
revenue weakens or profitability declines, leading Moody's to
anticipate low or negative free cash flow on sustained basis. A
downgrade would be warranted if debt-to-EBITDA is sustained above
7.0 times, EBITDA-Capex/interest expense falls below 1.0 time, or
liquidity deteriorates.
Headquartered in Westborough, MA, USS Ultimate Holdings, Inc.
through its subsidiaries is a provider of portable sanitation
units, temporary fencing, storage containers and temporary electric
equipment serving the construction, commercial and industrial,
special event, government agency and other end markets. Following
the completion of the leveraged buyout, USS will be majority owned
by Platinum Equity, with remaining shares held by management. USS
is expected to generate pro forma revenues of approximately $480
million in 2017.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
VIAWEST INC: S&P Withdraws 'B' CCR on Completion of Peak 10 Deal
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Denver,
Colorado-based ViaWest Inc. to 'B' from 'B+'. S&P said, "At the
same time, we removed the rating from CreditWatch, where we had
placed it with negative implications on June 13, 2017. The outlook
is negative.
"We subsequently withdrew all our ratings on ViaWest."
The rating actions follow the completion of Peak 10's acquisition
of ViaWest, which resulted in the repayment of all of ViaWest's
debt.
VIDEO DISPLAY: Hancock Askew Replaces Carr Riggs as Accountants
---------------------------------------------------------------
Carr, Riggs, & Ingram, LLC, resigned as Video Display Corporation's
independent registered public accounting firm on July 26, 2017.
Carr, Riggs & Ingram, LLC's report on the Company's consolidated
financial statements for the fiscal year ended Feb. 28, 2017, did
not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to audit scope or accounting
principles. Their report did contain an explanatory paragraph
addressing going concern uncertainty. For the fiscal year ended
Feb. 28, 2017, and up to the date of Carr, Riggs, & Ingram, LLC's
resignation, there has been no disagreement between the Company and
Carr, Riggs & Ingram, LLC on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or
procedure.
On July 28, 2017, Video Display appointed Hancock Askew & Co. LLP
as the Company's independent registered public accounting firm
commencing on July 28, 2017.
The Company said that during its two most recent fiscal years and
through July 28, 2017, the Company did not consult Hancock Askew &
Co. LLP.
About Video Display
Video Display Corporation is a provider and manufacturer of video
products, components, and systems for visual display and
presentation of electronic information media in a variety of
requirements and environments. The Company designs, engineers,
manufactures, markets, distributes and installs technologically
advanced display products and systems, from basic components to
turnkey systems, for government, military, aerospace, medical,
industrial, and commercial organizations. The Company markets its
products worldwide primarily from facilities located in the United
States.
Video Display reported net loss of $1.01 million on $19.64 million
of net sales for the fiscal year ended Feb. 28, 2017, compared with
net loss $6.15 million on $18.37 million of net sales for the
fiscal year ended February 29, 2016.
As of May 31, 2017, Video Display had $10.44 million in total
assets, $3.21 million in total liabilities and $7.23 million in
total shareholders' equity.
Carr, Riggs & Ingram, LLC, stated in its report on the Company's
consolidated financial statements for the year ended Feb. 28, 2017,
that the Company has incurred recurring net losses and a decline in
working capital and liquid assets. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
W&T OFFSHORE: Posts $33.3 Million Net Income in Second Quarter
--------------------------------------------------------------
W&T Offshore, Inc., reported net income of $33.31 million on $123.3
million of revenues for the three months ended June 30, 2017,
compared to a net loss of $120.9 million on $99.65 million of
revenues for the three months ended June 30, 2016.
For the six months ended June 30, 2017, the Company reported net
income of $57.61 million on $247.7 million of revenues compared to
a net loss of $311.4 million on $177.4 million of revenues for the
same period a year ago.
W&T Offshore reported a net loss of $249.0 million in 2016, a net
loss of $1.04 billion in 2015 and a net loss of $11.66 million in
2014.
As of June 30, 2017, the Company had $874.97 million in total
assets, $1.47 billion in total liabilities and a total
shareholders' deficit of $597.95 million.
Tracy W. Krohn, W&T Offshore's chairman and chief executive
officer, stated, "We are very pleased to be in the final stages of
resolving the matter with the BOEM, which has been a significant
distraction for W&T and our investors for over a year. We are
generating strong cash flow, solid earnings and very attractive
EBITDA margins, driven by the performance of our high-quality asset
base.
"We have continued to maintain steady production volumes with
modest capital outlays as we successfully executed lower-risk,
high-return projects in our existing fields. We have also
continued to drive down our operating expenses to the lowest levels
in many years and generated an EBITDA margin of 59%, which is
in-line with the 60-62% EBITDA margins we achieved in 2012-2014 in
a much higher commodity price environment. Compared to the first
quarter, LOE declined 22% or $8.6 million resulting in higher
adjusted EBITDA margins in the second quarter despite the slightly
lower commodity prices. While we are hopeful that oil prices will
improve from current levels, we have clearly demonstrated that we
can be profitable in current market conditions.
"So far in the first half of 2017, our operations have primarily
focused on exploiting our Mahogany Field, which continues to
perform exceptionally well and offers substantial upside potential.
As we have continued drilling, the T-sand reservoir continues to
get bigger just like we experienced with the prolific P-sand. In
the second half of the year, we will progress our work plan at
Mahogany which includes the A-17 well that is also targeting the
T-sand, followed by the A-5 ST. Workovers and recompletions will
also be performed on wells at Mahogany as time permits. We also
have an exploratory well that will spud shortly to drill a low risk
undrilled fault block in our SS300 field and exploratory wells
planned at Main Pass 286 and South Timbalier 224 both of which are
open water locations. New wells are also planned for Ewing Banks
910 field and Viosca Knoll 823 Virgo field towards the end of this
year and that will carry over into what should be a busy 2018,"
concluded Mr. Krohn.
Net cash provided by operating activities in the first six months
of 2017 was $65.6 million compared to net cash used by operating
activities of $11.3 million for the same period in 2016. Cash
flows from operating activities before changes in working capital,
insurance reimbursements, escrow deposits and ARO settlements were
$112.3 million in the first half of 2017, compared to $6.5 million
over the same period in 2016. The increase in cash flows was
primarily due to higher realized prices for all our commodities -
oil, NGLs and natural gas, lower operating costs and lower interest
payments. The Company's combined average realized sales price per
Boe increased 41.8%, which caused total revenues to increase $70.3
million. LOE decreased $9.4 million, G&A decreased $2.9 million
and interest expense (the portion of interest that is a part of
operating activities and not financing activities) decreased $34.4
million. Other items affecting operating cash flows for the six
months ended June 30, 2017, included insurance reimbursements of
$30.1 million, changes in receivables, accounts payable and accrued
liabilities of $12.3 million, partially offset by ARO expenditures
of $36.0 million and a deposit with the court related to the Apache
matter of $49.5 million.
Adjusted EBITDA for the second quarter of 2017 was $72.6 million,
up $31.8 million over the same period in 2016. The Company's
Adjusted EBITDA margin was 59% in the second quarter of 2017,
compared to 41% in the second quarter of 2016 and 52% in the first
quarter of 2017. Adjusted EBITDA for the first six months of 2017
was $138.3 million representing an increase of $81.0 million over
the first six months of 2016.
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures
and are defined in the "Non-GAAP Information" section at the end of
this news release.
At June 30, 2017, the Company's total liquidity was $222.0 million,
consisting of an unrestricted cash balance of $72.3 million and
$149.7 million of availability under its $150 million revolving
bank credit facility. The Company's total liquidity as of July 26,
2017 was $254.9 million with a cash balance of over $105 million.
The Company's capital expenditures for oil and gas properties on an
accrual basis for the first six months of 2017 were $43.8 million
($44.6 million on a cash basis) compared to $17.7 million ($51.8
million on a cash basis) for the same period in 2016. In the first
half of 2017 its capital expenditures were primarily directed at
three different wells at Mahogany including the completion
operations for the A-18 well, drilling and completion operations of
the A-16BP1 and the drilling and completion of the A-8. The
Company also conducted well activity at High Island 22. The
remainder of the expenditures was associated with recompletions,
development activities and seismic.
For 2017, the Company's capital expenditure budget remains at
$125.0 million. The Company's plug and abandonment activities for
2017 are currently estimated at approximately $82.8 million.
Capital expenditures and abandonment activities are expected to be
funded with cash on hand and cash flow from operating activities.
A full-text copy of the press release is available for free at:
https://is.gd/duUDz9
About W&T Offshore
Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico. In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin. The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983. The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.
* * *
As reported by the TCR on April 14, 2017, S&P Global Ratings
affirmed its 'CCC' corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company W&T Offshore Inc. The
rating outlook is negative. "The affirmations follow our review of
W&T's capital structure and credit profile in light of challenging
conditions in the offshore E&P industry," said S&P Global Ratings
credit analyst Kevin Kwok.
WARWICK YARD: Hires Condon & Associates as Counsel
--------------------------------------------------
Warwick Yard seeks approval from the US Bankruptcy Court for the
Southern District of New York to employ Condon & Associates, PLLC
as its attorney.
The professional services Condon & Associates will render to the
Debtor are:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management of his
property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary answers, orders, reports and other
legal papers required of a debtor who seeks protection from his
creditors under Chapter 11 of the Code; and
d. appear before the Bankruptcy Court to protect the interests
of the Debtor and to represent the Debtor in all matters pending
before the Court.
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt;
g. represent the Debtor in connection with obtaining
post-petition financing; and
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization.
Condon & Associates, PLLC's 2017 hourly rates are:
Brian K. Condon, Esq. $375.00
Laura M. Catina, Esq. $350.00
Amy M. Mara, Esq. $325.00
Law Clerk/Paraprofessionals $150.00
Brian K. Condon, Esq., attests that Condon & Associates, PLLC does
not hold or represent any interest adverse to the Debtor's estate,
the firm is a "disinterested person" as defined in Bankruptcy Code
Sec. 101(14), and its employment is necessary and in the best
interest of the Debtor and its estate.
The Firm can be reached through:
Brian K. Condon, Esq.
Condon & Associates, PLLC
55 Old Turnpike Road, Suite 502
Nanuet, NY 10954
Tel: (845) 627-8500
Email: Brian@CondonLawOffices.com
The Warwick Yard is a New York limited liability company which
operates a sports complex which has open fields and covered dome
field for rent to sports teams and charges on a per use basis. The
Debtor's only asset is the real property located at 120 State
School Road, Warwick, New York 10990 which is valued at
approximately $5 million.
The Warwick Yard filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 17-36103) on June 28, 2017. The petition was signed by Mark
Goldstein, member/manager.
The case is assigned to Judge Cecelia G. Morris. Brian K. Condon,
Esq. at Condon & Associates, PLLC represents the Debtor.
The Debtor estimates $1 million to $10 million in assets and
liabilities.
WEATHERFORD INTERNATIONAL: Incurs $171 Million Net Loss in Q2
-------------------------------------------------------------
Weatherford International plc reported a net loss attributable to
the Company of $171 million on $1.36 billion of total net revenues
for the three months ended June 30, 2017, compared to a net loss
attributable to the Company of $565 million on $1.40 billion of
total net revenues for the three months ended June 30, 2016.
For the six months ended June 30, 2017, the Company reported a net
loss attributable to the Company of $619 million on $2.74 billion
of total net revenues compared to a net loss attributable to the
Company of $1.06 billion on $2.98 billion of total net revenues for
the same period during the prior year.
During the second quarter, Weatherford determined that the expected
duration to collect revenue from its largest customer in Venezuela
significantly exceeded the contractual payment terms and represents
an implied financing arrangement. Accordingly, the Company
modified its revenue recognition with this customer in the second
quarter to record a discount reflecting the time value of money and
accreting the discount as interest income over the expected
collection period using the effective interest method. The impact
of this change on the second quarter reduced revenue and increased
operating loss by $42 million and reduced net income by $35 million
($0.04 diluted net loss per share). Absent this adjustment,
sequential revenue improved 1% and International revenue improved
3%.
Mark A. McCollum, president and chief executive officer, commented,
"I am pleased that our team has delivered a solid second quarter
performance. We generated significantly higher incrementals,
improved our cash flow compared to the previous quarter and
provided our customers with nearly flawless service quality
execution. Looking forward, I see a lot of opportunities for
further performance improvements, and we have initiated several
projects to unlock and accelerate these opportunities to drive
stronger financial results and meaningfully reduce our debt and
increase market share. We have great technology, a global
presence, outstanding collaborative customer relationships and a
high-caliber workforce, allowing us to be a partner of choice for
our customers in many basins around the world."
McCollum continued, "The compelling strength of our fundamental
qualities suggests an attractive upside and, by better aligning our
strengths, we will soon have a more focused and effective
organization, forging a solid path towards improving returns and
renewing shareholder trust and value."
"We believe our industry will remain range bound within this
'medium-for-longer' price level for some time, until production
growth is moderated. In the interim, we expect continuous
short-term cyclical fluctuations. Adapting to this likely new
paradigm, our industry must transform itself. We will continue to
push innovation, both from a technical and a business model
perspective, and we will deliver operational excellence to bring
the cost of production down to a point at which all participants
can make a decent return.
To improve our position and drive better results, there are plenty
of things well within our ability to execute. We will accelerate
our mission to become a more focused and efficient company, and we
are committed to a path of greater profitability, reliability and
consistency within our organization. Ensuring flawless execution,
discipline and accountability will be at the center of what we do.
As we move forward toward reliable and sustainable performance,
Weatherford will achieve new levels of success for our employees,
customers and shareholders."
Net cash used in operating activities was $62 million for the
second quarter of 2017, including $107 million of debt interest
payments, $40 million of cash severance and restructuring costs,
and $30 million of SEC legal settlement costs, partially offset by
$93 million of positive cash inflows from collection of other
receivables, insurance proceeds and favorable legal settlements.
Capital expenditures of $42 million increased slightly by $2
million or 5% sequentially, and increased $11 million or 35% from
the same quarter in the prior year. The Company remains in
compliance with its financial covenants as defined in its revolving
and secured term loan credit facilities as of June 30, 2017. Based
on its current financial projections, the Company believes it will
continue to remain in compliance with these covenants for the
remainder of 2017.
A full-text copy of the press release is available for free at:
https://is.gd/6OsAxx
About Weatherford
Ireland-based Weatherford International plc (NYSE: WFT) --
http://www.weatherford.com/-- is a multinational oilfield service
company providing innovative solutions, technology and services to
the oil and gas industry. The Company operates in over 90
countries and has a network of approximately 880 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 29,500 people.
Weatherford International reported a net loss attributable to the
Company of $3.39 billion on $5.74 billion of total revenues for the
year ended Dec. 31, 2016, compared to a net loss attributable to
the Company of $1.98 billion on $9.43 billion of total revenues for
the year ended Dec. 31, 2015. As of March 31, 2017, Weatherford
had $12.16 billion in total assets, $10.47 billion in total
liabilities and $1.69 billion in total shareholders' equity.
* * *
In November 2016, Fitch Ratings has downgraded the ratings for
Weatherford and its subsidiaries, including the companies'
Long-Term Issuer Default Ratings (IDRs) to 'CCC' from 'B+'.
In November 2016, S&P Global Ratings lowered its corporate credit
rating on Weatherford International to 'B+' from 'BB-'. "The
downgrade reflects our revised free operating cash flow estimates
for Weatherford following weaker-than-anticipated cash inflows in
the third quarter," said S&P Global Ratings credit analyst Carin
Dehne-Kiley.
WEATHERFORD INTERNATIONAL: Incurs $171M Net Loss in 2nd Quarter
---------------------------------------------------------------
Weatherford International public limited company filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to the Company of $171
million on $1.36 billion of total revenues for the three months
ended June 30, 2017, compared to a net loss attributable to the
Company of $565 million on $1.40 billion of total revenues for the
three months ended June 30, 2016.
For the six months ended June 30, 2017, the Company reported a net
loss attributable to the Company of $619 million on $2.74 billion
of total revenues compared to a net loss attributable to the
Company of $1.06 billion on $2.98 billion of total revenues for the
six months ended June 30, 2016.
As of June 30, 2017, Weatherford had $12.05 billion in total
assets, $10.52 billion in total liabilities and $1.52 billion in
total shareholders' equity.
At June 30, 2017, the Company had cash and cash equivalents of $584
million compared to $1 billion at Dec. 31, 2016.
For the six months of 2017, cash used in operating activities was
$241 million compared to cash used in operating activities of $339
million in the six months of 2016. The improvement in operating
cash used in 2017 compared to 2016 was primarily attributable to a
decline in operating loss due to cost reduction initiatives and
improved operating margins.
In the first six months of 2017, the primary drivers of the
Company's investing cash flow activities are capital expenditures
for property, plant and equipment and the purchase of assets held
for sale. Capital expenditures were $82 million and $74 million for
the six months of 2017 and 2016, respectively. The amount the
Company spends for capital expenditures varies each year and is
based on the types of contracts it enters into, its asset
availability and its expectations with respect to industry activity
levels in the following year. In addition, the Company purchased
assets held for sale of $243 million related to previously leased
pressure pumping equipment. Investing activities in 2017 also
include cash proceeds of $25 million from the disposition of
assets, partially offset by cash paid of $9 million to acquire
intellectual property and other intangibles and $5 million related
to the purchase of held to maturity bonds.
In the first six months of 2016, the Company received $30 million
of insurance proceeds from the casualty loss of a rig in Kuwait and
$16 million from the disposition of assets. In the second quarter
of 2016, the Company paid $20 million for a final working capital
adjustment related to the 2014 sale of our engineered chemistry and
Integrity drilling fluids businesses and purchased $8 million of
intellectual property and other intangibles.
In the second quarter of 2017, the Company received proceeds, net
of underwriting fees, of $251 million from the issuance of $250
million, aggregate principal amount of its 9.875% senior notes due
in 2024 compared to net proceeds of $3.2 billion received in the
second quarter of 2016 from the issuance of a series of offerings,
including $1.265 billion aggregate principal amount of our 5.875%
exchangeable senior notes, $750 million aggregate principal amount
of our 7.75% senior notes, $750 million aggregate principal amount
of our 8.25% senior notes and a $500 million secured term loan.
Long-term debt repayments in the first six months of 2017 were $36
million compared to approximately $1.9 billion in the first six
months of 2016. The long-term debt repayments in 2016 were paid
with the majority of the proceeds from the issuance of $3.2 billion
in debt, mentioned previously, to fund a tender offer to buy back
our 6.35% senior notes, 6.00% senior notes, 9.625% senior notes and
5.125% senior notes with a principal balance of approximately $1.9
billion. The Company recognized a cash loss of $78 million on the
tender offer buyback transaction.
Short-term debt repayments were $96 million in the first six months
of 2017 compared to $1.4 billion in the first six months of 2016.
The short-term debt repayments in the first six months of 2017 were
primarily for the repayment of the Company's 6.35% senior notes
with a principal balance of $88 million. The short-term debt
repayments in the first six months of 2016 were primarily for the
repayment of borrowings under the Company's credit facility and
repayment of its 5.50% senior notes with a principal balance of
$350 million.
In the first six months of 2016, the Company received net proceeds
of $623 million from the issuance of 115 million ordinary shares of
the Company.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/IgzfHy
About Weatherford
Ireland-based Weatherford International plc (NYSE: WFT) --
http://www.weatherford.com/-- is a multinational oilfield service
company providing innovative solutions, technology and services to
the oil and gas industry. The Company operates in over 90
countries and has a network of approximately 880 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 29,500 people.
Weatherford International reported a net loss attributable to the
Company of $3.39 billion on $5.74 billion of total revenues for the
year ended Dec. 31, 2016, compared to a net loss attributable to
the Company of $1.98 billion on $9.43 billion of total revenues for
the year ended Dec. 31, 2015.
* * *
In November 2016, Fitch Ratings downgraded the ratings for
Weatherford and its subsidiaries, including the companies'
Long-Term Issuer Default Ratings (IDRs) to 'CCC' from 'B+'.
In November 2016, S&P Global Ratings lowered its corporate credit
rating on Weatherford International to 'B+' from 'BB-'. "The
downgrade reflects our revised free operating cash flow estimates
for Weatherford following weaker-than-anticipated cash inflows in
the third quarter," said S&P Global Ratings credit analyst Carin
Dehne-Kiley.
WERTHAN PACKAGING: Sept. 19 Plan Confirmation Hearing
-----------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee approved Werthan Packaging, Inc., and
the Official Committee of Unsecured Creditors' first amended
disclosure statement in support of their first amended joint plan
of reorganization, dated July 25, 2017.
Ballots need not be provided to holders of Claims in Classes 1 and
3 under the Plan because Class 1 under the Plan is unimpaired and
is conclusively presumed to accept the Plan, in accordance with
section 1126(f) of the Bankruptcy Code; and holders of Equity
Interests in Class 3 under the Plan neither retain nor receive any
property under the Plan and thus are deemed to reject the Plan, in
accordance with section 1126(g) of the Bankruptcy Code.
A hearing to consider Confirmation of the Plan shall be held on
Sept. 19, 2017, at 9:00 a.m. Central time, in Courtroom 1, U.S.
Bankruptcy Court 701 Broadway, Nashville, TN. The Confirmation
Hearing may be continued from time to time by the Court without
further notice other than the announcement of the adjourned date(s)
at the Confirmation Hearing or any continued hearing.
Objections to Confirmation of the Plan, if any, must be in writing
and shall be filed and served so as to be received no later than
5:00 p.m. (prevailing Central Time) on Sept. 6, 2017.
About Werthan Packaging
Werthan Packaging, Inc., based in White House, Tennessee, is a
supplier of multiwall paper packaging for the pet food industry.
Werthan Packaging filed a Chapter 11 petition (Bankr. M.D. Tenn.
Court Case No. 16-08624), on Dec. 4, 2016. The Debtor is
represented by Paul G. Jennings, Esq., and Gene L. Humphreys,
Esq.,
at Bass, Berry & Sims PLC of Nashville, Tennessee. On Dec. 8,
2016, the Office of the U.S. Trustee appointed an official
committee of unsecured creditors.
WEST BATON: Hearing on Disclosure Statement Set for Sept. 13
------------------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana will convene a hearing on Sept. 13, 2017, at
11:00 a.m. to consider the adequacy of the information in the
disclosure statement filed by West Baton Rouge Credit, Inc.
Objections to the disclosure statement must be filed and delivered
to the plan proponent no later than eight days before the hearing.
The Troubled Company Reporter previously reported that the Plan
provides for the payment of the small amount (estimated $20,000) of
general unsecured debt in full. In addition the Plan proposes to
pay the approximately amount of $830,000 to the class of debenture
claims, based upon the payment of 10% of the balance due on each
subordinated debenture claim, payable over seven years by 84 equal
monthly installments commencing 30 days from entry of the court
order of confirmation of the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lamb17-10227-62.pdf
About West Baton Rouge Credit, Inc.
Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. La. Case No. 17-10227) on March 14, 2017. The petition was
signed by Todd Cutrer, president. The case is assigned to Judge
Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge,
Louisiana, serves as the Debtor's bankruptcy counsel.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2
appointed five creditors of West Baton Rouge Credit, Inc., to
serve
on the official committee of unsecured creditors.
[*] B3 Negative and Lower Corp Ratings List Drops Again in July
---------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List declined again by the end of July, to 214 from 226 in
June, Moody's Investors Service says in a new report. More than a
year of monthly decreases in the agency's list of lower-rated
companies have brought it to its lowest tally since September
2015.
"In July, Moody's B3 Negative and Lower list declined as a result
of an almost even mix of rating upgrades or outlook revisions,
defaults and rating withdrawals unrelated to defaults, and no
additions to the list due to new rating downgrades," said Moody's
Associate Analyst Julia Chursin. "With benign rating actions now
almost on par with the number of registered defaults, the latest
drop in the list's size points to improving speculative-grade
credit quality."
Companies from the oil and gas industry sector still make up the
largest chunk of Moody's list, at 23%, Chursin says. This indicates
that energy prices have not recovered sufficiently to improve these
firms' credit profiles and allow these firms to exit the list via
rating upgrades.
Meanwhile, in terms of Moody's broader portfolio of
speculative-grade companies, the aircraft and aerospace sector has
the highest percentage of companies on the B3 negative and lower
list, at 46%, followed by oil and gas, at 33%. Commodity-related
sectors saw the largest yearly percentage decrease, signaling some
credit improvement among these companies, with the majority of
those with the weakest credit profiles having already defaulted.
[*] PBGC's Multiemployer Insurance Program Likely Insolvent by 2025
-------------------------------------------------------------------
The insurance program for multiemployer pension plans, which covers
more than 10 million Americans, is likely to run out of money by
the end of 2025 according to the Pension Benefit Guaranty
Corporation's FY 2016 Projections Report.
Projections for PBGC's insurance program for single-employer
pension plans, which covers about 28 million people, show that its
financial condition is likely to continue to improve. The program
is highly unlikely to run out of money in the next 10 years, and is
likely to eliminate its deficit within the next three to seven
years.
The Projections Report is PBGC's annual actuarial evaluation of its
future operations and financial status. The report provides a
range of estimates of the future status of insured pension plans
and their effect on PBGC's financial condition, based on hundreds
of different economic scenarios.
Multiemployer Projections Show Need for Program Changes
Absent changes in law or additional resources, this year's report
projects that the Multiemployer Program's FY 2016 deficit of $59
billion will increase, with the average projected deficit (looking
across multiple economic scenarios) rising to almost $80 billion
(in nominal dollars) for FY 2026.
Under the Multiemployer Pension Reform Act of 2014, multiemployer
plans that project insolvency within the next 20 years must notify
participants that the plan is running out of money.
Over 1.2 million people are now in about 100 "critical and
declining" plans. As these plans become insolvent, participants'
benefits will be reduced to the amounts guaranteed by the PBGC
under current law. In a recent insolvency, this resulted in
benefit cuts of more than half for over 40 percent of the plan's
participants.
The increasing demand for financial assistance from insolvent plans
will accelerate the depletion of PBGC's Multiemployer Program
assets. The multiemployer insurance program is in serious trouble
and is likely to run out of money by the end of fiscal 2025. If
that happens, the people who rely on PBGC guarantees will receive
only a very small percent of current guarantees -- most
participants would receive less than $2,000 a year and in many
cases, much less.
The timing of the Multiemployer Program's insolvency is uncertain
as it depends on when the most troubled plans run out of money. The
date a specific plan is projected to run out of funds depends upon
how the pension plan investments perform and on other decisions
made by the plan's trustees and participants. Most of the risk of
the program running out of money falls during the years 2024 to
2026. It is more likely than not that the Multiemployer Program
will deplete its assets by the end of fiscal 2025. The risk of
program insolvency grows rapidly after 2025, exceeding 99 percent
by 2036.
The President's FY 2018 Budget contains a proposal to shore up the
PBGC multiemployer fund. The Budget proposes to create a new
variable rate premium and an exit premium in the multiemployer
program, estimated to raise an additional $16 billion in premium
revenue over the ten-year budget window.
Single-Employer Program Continues Trend of Likely Improvement
The financial condition of PBGC's insurance program for
single-employer plans remains likely to improve over the next
decade. Under current estimates, the program's actual FY 2016
deficit of $21 billion likely will turn to a surplus by the end of
fiscal 2022.
This year's report shows some acceleration in the improving trend
noted in last year's report. But a wide range of outcomes remains
possible, ranging from large deficits to surpluses.
About PBGC and the Report
PBGC protects the pension benefits of nearly 40 million Americans
in private-sector pension plans. The agency pays the benefits of
about 1.5 million people in failed pension plans. PBGC receives no
taxpayer dollars. Its operations are financed by insurance
premiums, investment income, and, for the single-employer program,
assets and recoveries from failed single-employer plans.
Each year PBGC issues its Projections Report, as required by the
Employee Retirement Income Security Act. The report is PBGC's
actuarial evaluation of its future operations and financial status.
To make its projections, PBGC uses separate Pension Insurance
Modeling Systems for single-employer and multiemployer plans. Each
modeling system runs many simulations drawn from hundreds of
economic scenarios to derive a range of possible future outcomes.
No single projection, however, represents expected results under
either program.
[^] BOND PRICING: For the Week from July 31 to August 4, 2017
-------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AM Castle & Co CASL 5.250 15.000 12/30/2019
AM Castle & Co CASL 7.000 58.000 12/15/2017
Appvion Inc APPPAP 9.000 52.750 6/1/2020
Appvion Inc APPPAP 9.000 52.375 6/1/2020
Armstrong Energy Inc ARMS 11.750 9.500 12/15/2019
Armstrong Energy Inc ARMS 11.750 9.500 12/15/2019
Avaya Inc AVYA 10.500 7.000 3/1/2021
Avaya Inc AVYA 10.500 8.550 3/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 39.500 6/15/2021
BreitBurn Energy
Partners LP /
BreitBurn Finance
Corp BBEP 7.875 22.500 4/15/2022
BreitBurn Energy
Partners LP /
BreitBurn Finance
Corp BBEP 8.625 26.250 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance
Corp BBEP 8.625 19.750 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance
Corp BBEP 8.625 19.750 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11.000 38.250 12/9/2022
Caesars Entertainment
Operating Co Inc CZR 5.750 86.250 10/1/2017
CalAtlantic Group Inc CAA 1.250 99.980 8/1/2032
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.750 44.500 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.750 43.500 5/30/2020
Cinedigm Corp CIDM 5.500 35.000 4/15/2035
Claire's Stores Inc CLE 9.000 51.500 3/15/2019
Claire's Stores Inc CLE 8.875 8.000 3/15/2019
Claire's Stores Inc CLE 6.125 46.500 3/15/2020
Claire's Stores Inc CLE 7.750 14.750 6/1/2020
Claire's Stores Inc CLE 9.000 51.000 3/15/2019
Claire's Stores Inc CLE 7.750 14.750 6/1/2020
Claire's Stores Inc CLE 9.000 51.000 3/15/2019
Claire's Stores Inc CLE 6.125 47.500 3/15/2020
Cobalt International
Energy Inc CIE 2.625 27.500 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 29.694 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 48.311 4/15/2019
EXCO Resources Inc XCO 7.500 69.736 9/15/2018
Egalet Corp EGLT 5.500 52.750 4/1/2020
Emergent Capital Inc EMGC 8.500 47.343 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 11.250 39.500 11/1/2017
Energy Future
Holdings Corp TXU 10.875 39.750 11/1/2017
Energy Future
Holdings Corp TXU 6.500 12.500 11/15/2024
Energy Future
Holdings Corp TXU 6.550 12.500 11/15/2034
Energy Future
Holdings Corp TXU 10.875 39.625 11/1/2017
Energy Future
Holdings Corp TXU 9.750 29.250 10/15/2019
Energy Future
Holdings Corp TXU 5.550 7.750 11/15/2014
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 25.125 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 25.375 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 25.250 10/15/2019
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 68.000 10/15/2018
GenOn Energy Inc GENONE 9.500 67.500 10/15/2018
GenOn Energy Inc GENONE 9.500 67.500 10/15/2018
Global Brokerage Inc GLBR 2.250 45.500 6/15/2018
Gulfmark Offshore Inc GLFM 6.375 19.250 3/15/2022
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Illinois Power
Generating Co DYN 7.000 34.625 4/15/2018
Illinois Power
Generating Co DYN 6.300 35.750 4/1/2020
IronGate Energy
Services LLC IRONGT 11.000 34.250 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 34.250 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 34.250 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 34.250 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.250 52.750 6/1/2020
Jo-Ann Stores LLC JAS 8.125 99.813 3/15/2019
Jo-Ann Stores LLC JAS 8.125 100.375 3/15/2019
Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Lumbermens Mutual
Casualty Co KEMPER 9.150 0.289 7/1/2026
MF Global Holdings Ltd MF 3.375 27.500 8/1/2018
MModal Inc MODL 10.750 6.250 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 19.375 7/1/2026
Morgan Stanley MS 3.682 98.895 8/14/2017
Nine West Holdings Inc JNY 6.125 14.890 11/15/2034
Nine West Holdings Inc JNY 8.250 19.500 3/15/2019
Nine West Holdings Inc JNY 6.875 14.500 3/15/2019
Nine West Holdings Inc JNY 8.250 23.250 3/15/2019
Nuverra Environmental
Solutions Inc NESC 12.500 20.750 4/15/2021
OMX Timber Finance
Investments II LLC OMX 5.540 10.000 1/29/2020
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
RS Legacy Corp RSH 6.750 0.555 5/15/2019
RS Legacy Corp RSH 6.750 0.555 5/15/2019
Renco Metals Inc RENCO 11.500 22.000 7/1/2003
Rex Energy Corp REXX 8.875 49.169 12/1/2020
Rolta LLC RLTAIN 10.750 16.600 5/16/2018
SAExploration Holdings Inc SAEX 10.000 60.125 7/15/2019
Samson Investment Co SAIVST 9.750 7.960 2/15/2020
SandRidge Energy Inc SD 7.500 2.081 2/15/2023
SquareTwo Financial Corp SQRTW 11.625 4.655 4/1/2017
SunEdison Inc SUNE 2.375 2.300 4/15/2022
SunEdison Inc SUNE 0.250 2.313 1/15/2020
SunEdison Inc SUNE 2.000 2.188 10/1/2018
SunEdison Inc SUNE 5.000 10.500 7/2/2018
SunEdison Inc SUNE 2.750 2.250 1/1/2021
SunEdison Inc SUNE 2.625 1.875 6/1/2023
SunEdison Inc SUNE 3.375 2.300 6/1/2025
TMST Inc THMR 8.000 18.750 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 62.250 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 62.250 2/15/2018
TerraVia Holdings Inc TVIA 5.000 35.750 10/1/2019
TerraVia Holdings Inc TVIA 6.000 35.750 2/1/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
UCI International LLC UCII 8.625 6.875 2/15/2019
Vanguard Natural
Resources LLC /
VNR Finance Corp VNR 7.875 20.500 4/1/2020
Vanguard Operating LLC VNR 8.375 21.000 6/1/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Investment
Management Corp WAC 4.500 17.500 11/1/2019
iHeartCommunications Inc IHRT 10.000 100.000 1/15/2018
iHeartCommunications Inc IHRT 6.875 59.874 6/15/2018
rue21 inc RUE 9.000 0.500 10/15/2021
rue21 inc RUE 9.000 0.737 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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
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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
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.
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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
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***