/raid1/www/Hosts/bankrupt/TCR_Public/170904.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, September 4, 2017, Vol. 21, No. 246
Headlines
2 BROTHERS TRANSPORT: U.S. Trustee Unable to Appoint Committee
23 FARMS LLC: Has Final Authorization on Cash Collateral Use
47 HOPS: Request To Use Cash Collateral Denied
ACADIANA MANAGEMENT: Albuquerque Team Relocates to New Facility
ACADIANA MANAGEMENT: No Decline in Patient Care in Houma Facility
ACADIANA MANAGEMENT: Patient Care Deficiencies Found in DS Facility
ACADIANA MANAGEMENT: Patient Care Uncertain in Greenwood Facility
ACADIANA MANAGEMENT: PCO Monitors Staffing Changes in Las Vegas
ACADIANA MANAGEMENT: PCO Satisfied with Patient Care in Lafayette
ACADIANA MGMT: Sale of All Assets of LTAC Hospital for $10K Okayed
ADAMS RESOURCES: Petrodome Buying Oil & Gas Assets for $180K
ADPT DFW: Imaging Services, Maxim Healthcare Resign from Committee
ADVANCE RETAIL: Taps Juravel and Company as Accountant
AGT FOOD: S&P Affirms 'B+' Rating on Senior Unsecured Notes
AJUBEO LLC: Hires Brownstein Hyatt as Bankruptcy Counsel
ALASKA DISPATCH: Court OK $1-Mil DIP Financing, Cash Use
ALASKA DISPATCH: U.S. Trustee Forms 3-Member Committee
ALGODON WINES: Closes Acquisition of More Than 2,000 Acres of Land
ALL STAR MEDICAL: Hires Heard Ary as Bankruptcy Counsel
ALLEN GOOD: Taps Hayward & Associates as Bankruptcy Counsel
ALPHA METAL: Edson Buying Lavaca Property for $142K
ALTA MESA: Incurs $15.3 Million Net Loss in Second Quarter
AMAN RESORTS: Hires Sequor Law as Special Litigation Counsel
AMBROSIA BUYER: Moody's Assigns B3 Corp. Family Rating
AMJ PLUMBING: Wants to Use Cash Collateral Until Nov. 30
AMSTAR EMERGENCY: Hires Benton & Centeno as Bankruptcy Counsel
ASSOCIATED THORACIC: Hearing on Plan Outline Set for Oct. 12
AXIOS LOGISTICS: Receiver's Sale of All Assets for CAD$450K Okayed
AYTU BIOSCIENCE: 1-for-20 Reverse Stock Split Takes Effect
BALDWIN PARK: Long-Term Care Ombudsman Files First Report
BAY HARBOUR HOMES: Plan Confirmation Hearing Set for Oct. 5
BEAR METAL: Hires DiMonte & Lizak as Bankruptcy Attorneys
BEAR METAL: May Use Cash Collateral Through Sept. 15
BIOLARGO INC: Total Product Sales Increased by 176% in H1
BLACK MOUNTAIN GOLF: Wants to File Chapter 11 Plan by January 2018
BLACKMAN COMMUNITY WATER: May Use Cash Collateral Until Dec. 31
BLUE LIGHT CAPITAL: Sale of Escondido Property for $2.2M Approved
BON-TON STORES: Brigade Capital Has 8.75% Stake as of Aug. 28
BPS US HOLDINGS: Files Chapter 11 Plan of Liquidation
BREVARD EYE: Exclusive Plan Filing Period Extended Through Oct. 17
CAESARS ENTERTAINMENT: Reaches $126M Settlement with Insurers
CALHOUN SATELLITE: Seeks Authorization to Use Cash Collateral
CAMBER ENERGY: Receives Non-Compliance Notice From NYSE American
CAREFOCUS CORP: Asks for Court Approval to Use Cash Collateral
CASHMAN EQUIPMENT: Sept. 13 Evidentiary Hearing on Sale of Vessels
CECIL BANCORP: Seeks to Modify Plan of Reorganization
CHARIOTS OF PALM: Has Court's Interim Nod to Use Cash Collateral
CHELSEA CRAFT: Taps Pick & Zabicki as Transactions Counsel
CHERRY GROWERS: Case Summary & 20 Largest Unsecured Creditors
CHRESTOTES INC: Wants to Spent $27K in Rental Income on Repairs
CIRCLE Z: Valor Energy Buying Two Pump Trailers for $1.1 Million
CONCORDIA INTERNATIONAL: Will Release DELIVER Strategy on Sept. 6
CORNERSTONE APPAREL: Wants Plan Exclusivity Extended to Jan. 2018
COTY INC: S&P Lowers CCR to 'BB' Following Operational Misses
CPB STATUTORY: Fitch Affirms BB- Trust Preferred Securities Rating
CRAPP FARMS: Balmer Buying 2011 Wilson Cattle Trailer for $45K
CROWN SPRING: New Plan Increases Monthly Payment to Procter Parties
CRS REPROCESSING: Has Interim Nod to Use Cash Collateral
CSM BAKERY: S&P Alters Outlook to Positive After Debt Repayment
CUMULUS MEDIA: Posts $5.7 Million Net Income in Second Quarter
DALE M WILLIAMS: Hires Herron Hill Law Group as Attorney
DALE M. WILLIAMS: Wants to Use Cash Collateral
DELTA BUSINESS: Hires Robert Bassel as Bankruptcy Counsel
DENNIS DURKIN: Proposes an Open Market Sale of UPS Stock Interest
DENVER SELECT: Case Summary & 20 Largest Unsecured Creditors
DEREK L GUSTAFSON DDS: Can Use Cash Collateral on Interim Basis
DIDI REAL ESTATE: Hires Security American as Real Estate Broker
DOMINICA LLC: Can Continue Using Cash Collateral Until Oct. 2
DORADO COMMUNITY: Unsecureds to Get $166.67 per Month for 5 Years
DYESS MEDICAL: Hires Peter R. Borstell as Bankruptcy Counsel
EARTH PRIDE: Committee Taps Obermayer Rebmann as General Counsel
EDUCATION REALTY: Moody's Ups Pref. Equity Shelf Rating From (P)Ba1
EDWARD J. MALIK: Names Sheila Rhinehart as Corporate Bookkeeper
EDWARD J. MALIK: Taps Gilmore & Gilmore as Accountant
ENERGY FUTURE: Seeks Court OK of Oncor-Sharyland Merger
ENTERPRISE BUSINESS: Hires Dage Consulting as Accountant
ERIN ENERGY: Commences Drilling of the Oyo-9 Field
EUROPE BY CAR: Case Summary & 10 Unsecured Creditors
FACTORY SALES: CEO Thibaut Buying 2015 GMC Yukon XL for $28K
FAMILY FOR LIFE: Wants to Use IRS Cash Collateral
FANSTEEL INC: Can Continue Using Cash Collateral Until Sept. 22
FIRST MIDWEST: Fitch Affirms BB+ Subordinated Debt Rating
FLAVORS HOLDINGS: Moody's Affirms B3 CFR & Revises Outlook to Neg.
FTI CONSULTING: S&P Alters Outlook to Neg. on Increased Leverage
GABRIELLE LAVERNE BROWN: Facility's Operations Still Suspended
GARBER BROS: Hires Clarke Snow as Accountants
GARY D. TISCH: Selling 80% Stock Interest in Liquor Barn for $1.5M
GELTECH SOLUTIONS: Warren Mosler Has 12.7% Stake as of Aug. 11
GLENN GAMER: $150K Sale of Yuma Property to Kondos Approved
GOLDSTREET AUTOMOTIVE: U.S. Trustee Unable to Appoint Committee
GOODWILL INDUSTRIES: Seeks Approval to Use Cash Collateral
GRAND DAKOTA: Third Interim Cash Collateral Use Order Entered
GRANDPARENTS.COM INC: Reaches Compromise with VB Funding
GREEN WIZARD TIRE: Hires David W. Steen as Bankruptcy Counsel
GRESHAM & GRAHAM: U.S. Trustee Unable to Appoint Committee
HAGHIGHI FAMILY: Wants to Use PNC Bank's Cash Collateral
HAHN HOTELS: Exclusive Plan Filing Period Extended Until Nov. 1
HAMPSHIRE GROUP: Still Reconciling Priority Employee Claims
HARBORSIDE ASSOCIATES: Has Interim Nod to Use Cash Collateral
HELIOS AND MATHESON: Okays Conditional Conversion of $2.5M Note
HELLENIC PROPERTY: Unsecureds to be Paid in Full at 3% Over 5 Years
HHGREGG INC: Wants Exclusive Plan Filing Period Extended to Nov. 6
HILL'S VAN SERVICE: Hires Jason A. Burgess as Counsel
HUMANIGEN INC: No Longer Expects to Get PRV for Chagas Treatment
HUNGRY HORSE: Law Firm Entitled to Receive $162K as Compensation
HVS ENTERPRISE: McCormick Seeks Dismissal, Opposes Cash Use
IBEX LLC: Wants to Use Cash Collateral Through Oct. 31
INFORMATION SOLUTIONS: Unsecureds to Recoup 2% Under Plan
ION GEOPHYSICAL: EVP, General Counsel and Secretary Resigns
J & K JIMENEZ: Third Amended Disclosures Conditionally Approved
JOSEPH BERENHOLZ MD: $83K Sale of Equipment to Rohloff Approved
JOYFULL RIDE: Wants to Use Cash Collateral Through February 2018
KEELER'S MEDICAL: Sale of Assets Consistent with Privacy Policy
KENTISH TRANSPORTATION: PAC to Get $3K Administrative Claim
KNIGHT ENERGY: Unsecureds to Recover Up to 10% Under Plan
MACAVITY COMPANY: Hires CBRE as Appraiser
MACAVITY COMPANY: U.S. Trustee Unable to Appoint Committee
MAKO ONE CORPORATION: Hires County Law Center as Attorney
MALKHAZI MIKADZE: Sale of Livingston Property for $161K Approved
MARIMED INC: Posts $547,000 Net Income in Second Quarter
MARRONE BIO: May Issue Add'l 3.25M Shares Under 2013 Plan
MELI INVESTMENTS: Has Final Approval to Use Cash Collateral
MELI INVESTMENTS: Plan Exclusivity Period Extended Until Sept. 7
MESOBLAST LIMITED: Incurs $76.8 Million Net Loss in Fiscal 2017
MESOBLAST LIMITED: Plans to Achieve Accelerated Market Entry of MPC
MICHAEL BRANIFF: Sale of Richmond Property for $160K Approved
MONTE L. MASINGALE: Court Confirms Chapter 11 Amended Plan
NANDINI INC: Hires Gift and Associates as Accountants
NATIONSTAR MORTGAGE: Says Involuntary Case Without Basis
NAVISTAR INTERNATIONAL: Will Release Q3 2017 Results on Sept. 6
NUTRITION RUSH: Mike's Buying Retail Stores Inventory for $28K
NUVERRA ENVIRONMENTAL: Appoints New Chief Financial Officer
OFF THE BOAT: Allowed Use Cash Collateral Through October 2017
OMNOVA SOLUTIONS: S&P Alters Outlook to Stable on Weak Metrics
PAMELA FROG: Wants to Use Cash to Pay 2015 Delinquent Taxes
PASSAGE VILLAGE: PCO Files Second 60-Day Report for Laurel Run
PASSAGE VILLAGE: PCO Files Second 60-Day Report for Longwood
PERFUMANIA HOLDINGS: Files Revised Prepackaged Joint Reorg Plan
PERFUMANIA HOLDINGS: Glenn Nussdorf Discloses 55.25% Equity Stake
PERFUMANIA HOLDINGS: Has Interim Nod for Store Closing Sales
PERFUMANIA HOLDINGS: Nussdorf Discloses 54% Stake as of Aug. 29
PITTSBURGH ATHLETIC: Needs Time to Redevelop Property, File Plan
QUEST SOLUTION: Reports $495K Net Loss for Second Quarter
RECYCLING INC: Latest Plan to Pay City of Milford $5K Monthly
RENNOVA HEALTH: Incurs $10.7 Million Net Loss in Second Quarter
RENNOVA HEALTH: Looks to Complete Business Restructuring This Year
RONIC INC: Hires LeClairRyan as Bankruptcy Counsel
ROOT9B HOLDINGS: 3 Directors Quit Citing Pending Foreclosure Sale
ROOT9B HOLDINGS: Centriole Demands Repayment of $10.7M Notes
ROOT9B HOLDINGS: Delays June 30 Form 10-Q Amid Challenges
ROSETTA TAXI: No Longer Allowed to Use Cash, Must Turnover Revenue
RUE21 INC: To Close 20 Additional Stores by Oct. 20
RYNARD PROPERTIES: Hires Foresite Realty as Property Manager
S A LOGISTICS: Hires Julius E. Crawford as Attorney
SAAD INC: Cash Collateral Hearing Continued to Oct. 4
SAMSON RESOURCES: District Court Dismissed Nesses' Appeal
SENTINEL MANAGEMENT: FCStone Entitled to $4.9-Mil Clawback
SFX ENTERTAINMENT: Court Dismisses Eagle, et al.'s Counterclaims
SFX ENTERTAINMENT: Court Narrows Eagle's Counterclaims vs. React
SIXTY SIXTY CONDOMINIUM: Plan Exclusivity Extended Until Sept. 18
SLUSS & RAY: C&A Empire Buying Wichita Property for $435K
SOUTHCROSS ENERGY: EIG BBTS Beneficially Owns 72% of Common Units
SPI ENERGY: Nasdaq Grants Request for Continued Listing
SPINLABEL TECHNOLOGIES: Hires BusinessHelp as Bookkeeper
ST. ALBANS CLEANERS: Taps Pepper and Nason as Attorneys
ST. GUMBEAUX: Magistrate Recommends Granting IRS Summary Judgment
STEPHEN MOFFITT: Sale of Johnson Properties for $257K Approved
STICHTER & STICHTER: Plan Proposes to Pay Unsecureds Annually
STOLLINGS TRUCKING: Marcum Buying 2000 Sterling Dump Truck for $5K
STOLLINGS TRUCKING: Sale of 2005 Caterpillar D6R for $40K Approved
SUCCESSFUL ASSET: Hires Scott E. Kaplan as Bankruptcy Counsel
SULLIVAN VINEYARDS: Can Use Cash Collateral Until Sept. 18
SUNBURST FARMS: Permitted to Sell Crops, Use Cash Collateral
SUNBURST FARMS: U.S. Trustee Forms 3-Member Committee
SUSTAINABLE AQUACULTURE: Case Summary & 5 Top Unsecured Creditors
T3M INC: US Trustee Wants Case Converted to Ch. 7 Proceeding
TAMARA HOME: Court Directs U.S. Trustee to Appoint Ombudsman
TEMPLE OF HOPE: Exclusive Plan Filing Period Extended to Oct. 29
TERRAVIA HOLDINGS: Court Approves Key Executive Incentive Plan
TMK HAWK: S&P Alters Outlook to Neg on Acquisition by Centerbridge
TPC GRP: Hurricane Harvey to Negatively Impact Q3, Moody's Says
TRANSMISSION SOLUTIONS: Hires Dennis J. Spyra as Counsel
TREEHOUSE FOODS: S&P Lowers Bank Debt Rating to 'BB'
TRI STATE TRUCKING: Hearing on Plan Outline Set for Oct. 24
TRIAD GUARANTY: Ill. Insurance Director Objects to Plan Outline
US FLIGHT ACADEMY: Hires Heath Hughes as Accountant
VALLEY PETROLEUM: Wants to Use Cash Colalteral Through Oct. 16
VALUEPART INC: 9th Interim Cash Collateral Order Has Been Entered
W & W LLC: Seeks to Hire Maswen PC as Accountant
WALTER INVESTMENT: Signs 2nd Amendment to RSA With Term Lenders
WELLMAN DYNAMICS MACHINING: Can Continue Using Cash Until Sept. 22
WELLMAN DYNAMICS: Can Continue Using TCTM Cash Until Sept. 22
WESTPAC RESTORATION: Case Summary & 20 Largest Unsecured Creditors
WOMEN'S HEALTH: May Use Cash Collateral Until Sept. 6
XS RANCH FUND: Creditors' Panel Hires Sheppard as Counsel
YIELD10 BIOSCIENCE: Amends 570,784 Shares Resale Prospectus
[^] BOND PRICING: For the Week from Aug. 28 to Sept. 1, 2017
*********
2 BROTHERS TRANSPORT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 2 Brothers Transport, LLC as of
August 30, according to a court docket.
About 2 Brothers Transport LLC
2 Brothers Transport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Tenn. Case No. 17-04962) on July 21, 2017, disclosing
under $1 million in both assets and liabilities.
The Debtor is represented by Gray Waldron, Esq. at Niarhos &
Waldron, PLC.
23 FARMS LLC: Has Final Authorization on Cash Collateral Use
------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida has issued a final order granting 23 Farms,
LLC, authorization to use the cash collateral of Regions Bank in
accordance with the 2-month budget.
The Budget provides total expenses of $213,327 for the month of
August 2017, and $134,883 for the month of September 2017. The
Debtor is directed to file another budget with the Court by August
31, 2017, which will include estimated operating expenses and
income for October and November, 2017.
In addition to the expenses shown on the Budget, the Debtor is
authorized to make monthly interest only adequate protection
payments to John Deere Financial in the amount of $122 beginning in
August, 2017, and to make a one-time payment to John Deere of $439
towards accrued post-petition interest. The Debtor is also
authorized to pay required quarterly fee payments to the Office of
the United States Trustee.
The Debtor is also directed to provide further adequate protection
to Regions Bank consisting of a monthly payment equal to the
greater of 10% of the Debtor's net operating profit for the prior
month or $2,500. In no case will the additional adequate protection
payment be less than $2,500.
As further adequate protection, the Debtor will timely submit
Monthly Operating Reports which conform to the U.S. Trustee's
instructions regarding preparation of such reports. The Debtor
also will be required to file a Chapter 11 Plan and Disclosure
Statement no later than Sept. 30, 2017.
The Debtor's authorization to use cash collateral will terminate
automatically upon the Debtor's failure to timely submit any
Monthly Operating Reports or to timely file a Chapter 11 Plan and
Disclosure Statement as required by the Final Order.
The terms and conditions of the Sixth Interim Order Granting
Debtor's Motion for Authority to Use Cash Collateral, which
incorporates the Cash Collateral Agreement between Regions Bank for
the Debtor, will remain in full force and effect.
A full-text copy of the Order, dated August 22, 2017, is available
at https://is.gd/bsevO7
About 23 Farms, LLC
23 Farms, LLC, a Newberry, Florida-based company with a farming
operation, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No.
17-10015) on Jan. 20, 2017. The petition was signed by Joey D.
Langford, II, managing member. The case is assigned to Judge Karen
K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at
Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing. An official
committee of unsecured creditors has not been appointed in the
Chapter 11 case.
47 HOPS: Request To Use Cash Collateral Denied
----------------------------------------------
The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the
Eastern District of Washington has denied 47 Hops LLC's motion for
authorization to use cash collateral. A copy of the Order is
available at:
http://bankrupt.com/misc/waeb17-02440-35.pdf
As reported by the Troubled Company Reporter on Aug. 25, 2017, the
Debtor sought court authorization to use cash collateral of
Columbia Bank to fund its current operations. The Debtor owes the
Bank approximately $4.5 million for a line of credit, and has
guaranteed an additional $2.3 million owed to the Bank by an
affiliate. The Bank's line of credit is secured by a security
interest in all of the Debtor's inventory and accounts receivable.
About 47 Hops LLC
Headquartered in Yakima, Washington, 47 Hops LLC --
https://47hops.com/ -- sells aroma and alpha hops to breweries in
38 countries around the world. 47 Hops has partnered with growers
in several countries to offer its customers the quality hops
brewers need. Its mission is to encourage the flow of information
in the hop industry to grow the understanding of how the industry
works.
47 Hops filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 17-02440) on Aug. 11, 2017, disclosing $4.30 million
in total assets and $7.45 million in total liabilities. The
petition was signed by Douglas MacKinnon, president.
Judge Frank L. Kurtz presides over the case.
Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur
Riordan PLLC, serve as the Debtor's bankruptcy counsel.
ACADIANA MANAGEMENT: Albuquerque Team Relocates to New Facility
---------------------------------------------------------------
Susan N. Goodman, RN JD as the appointed Patient Care Ombudsman for
Acadiana Management Group, LLC submits to the U.S. Bankruptcy Court
for the Western District of Louisiana to her First Interim Report
of her evaluation regarding the quality of patient care provided at
AMG Specialty Hospital -- Albuquerque.
The PCO did not observe patient care decline or compromise at the
Albuquerque Facility. The Albuquerque team recently relocated
operations to a new facility -- a one floor of what used to be a
multi-level hospital. The 25- private bed licensed facility had a
full census at the time of PCO's visit.
The Facility is located on the third-floor of the former Gibson
Hospital building. The Facility layout is very much like a "unit"
in a large, general hospital. The nurses' station is centrally
located with the seven rooms surrounding it described as "high
observation rooms" with glass doors for easy visibility. Three
hallways come off the main circular area, providing the remaining
patient rooms, office space, and operational space.
The PCO found that the Facility contracts directly with physicians
and mid-level providers. The PCO observed that the patient care
staff was a mixture of licensed nurses and patient care technician
team members. The PCO also found that the contracted pharmacy
services were co-located on the unit. Dietician, dialysis, and
therapy services (speech, occupational, and physical) are also
contracted. Food services are also contracted from the building
landlord, with the cafeteria located on the first floor of the
building.
The PCO noted the presence of contracted therapy staff, and did not
interview this team. The Chief Clinical Officer, however, reported
that the physical therapist who had been serving the Facility just
completed his/her 13-week contract such that a new provider was
expected the following week. Accordingly, the PCO will prioritize
meeting and observing this group during the second site visit.
The PCO visited the main storeroom and the supply room utilized by
clinical staff to pull supplies, and found both were well-stocked.
The inventory system appeared to be predominately manual and
periodic. However, because the Director over this area was not
present the day of PCO's visit, the PCO said that additional detail
will be obtained for this area during her next site visit.
The PCO did not tour the food preparation area, but patient
feedback suggests the food is "ok" at best. The PCO observed that
the leadership is aware that opportunity may exist to improve the
breadth and quality of food options, a patient satisfaction issue,
not a patient safety issue.
The PCO noticed that the patient chart is a paper record (no
electronic health record), and there are limited charts stored on
site with Iron Mountain storing the bulk of records off-site.
The PCO reviewed the quality dashboard with the quality nurse.
Quality data is abstracted from the record in to a software program
utilized by all the AMG facilities (ActionCue). The PCO found out
that pre-and post-petition quality data is available with no
changes in trends noted post-petition.
The PCO interviewed 20% of the patient population and the clinical
feedback was largely exemplary. The food was described as mediocre,
at best. One patient expressed concerns surrounding his/her care
plan. The PCO observed immediate engagement regarding this concern,
both from nursing and medicine.
The PCO remarked that the Albuquerque team must be commended on
their substantial work to quickly and successfully move to a new
facility in the midst of the early reorganization process. The PCO
will perform a second, unscheduled site visit in 60 days. If that
visit demonstrates continued stability, remote reporting intervals
may be explored if the current site leadership team remains in
place.
A full-text copy of the PCO's First Interim Report - Albuquerque
dated August 18, 2017 is available at https://is.gd/TFrdnv
Susan N. Goodman can be reached at:
MESCH CLARK ROTHSCHILD
259 North Meyer Avenue
Tucson, Arizona 85701
Phone: (800) 467-8886 ext 141
Fax: (520) 798-1037
Email: sgoodman@mcrazlaw.com
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ACADIANA MANAGEMENT: No Decline in Patient Care in Houma Facility
-----------------------------------------------------------------
Susan N. Goodman, patient care ombudsman for Acadiana Management
Group, LLC and affiliates, filed a first report with regard to the
quality of patient care provided at AMG Specialty Hospital –
Houma.
The PCO notes that in the days preceding the site visit, the
Facility's HVAC system failed, requiring patient consolidation to
the first floor, establishment of temporary cooling systems for
patient rooms and common areas, while working with third-party HVAC
vendor(s) to identify and fix the source of the chiller failure.
The Houma team rose to the occasion with PCO receiving specific
positive patient feedback regarding how the team responded to the
HVAC failure. The PCO did not observe any decline in patient care
as contemplated and is comfortable with the maximum 60-day report
cycle interval.
The PCO also notes that there were no concerns regarding patient
management. The admission, liaison, and case management team
members collaborate on patient referral and admission management.
Case management developed a Patient Staffing spreadsheet utilized
by clinicians and Houma staff as a resource tool for patient
management.
Quality data was also reviewed with the Chief Clinical Officer and
the quality/infection control team member. Those metrics falling
below goal were discussed. Because this Facility, like the other
AMG facilities, sets aggressive quality target goals, performance
below goal may not create quality concerns. Here, pre- and
post-bankruptcy data was consistent.
The PCO is comfortable with the maximum time between reporting
cycles and will engage in an unscheduled site visit next cycle.
A full-text copy of the PCO's First Interim Report - Houma dated
August 25, 2017, is available at:
http://bankrupt.com/misc/lawb17-50799-236.pdf
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ACADIANA MANAGEMENT: Patient Care Deficiencies Found in DS Facility
-------------------------------------------------------------------
Susan N. Goodman, the patient care ombudsman appointed to Debtor
Acadiana Management Group, LLC and affiliates, issued a First
Interim Report as to the quality of care provided by LTAC Hospital
of Denham Springs.
The Ombudsman notes that while unchanged from pre-bankruptcy, the
condition of the facility, the lack of strong infection control
procedures, and the gaps in auditing processes left PCO with
significant concerns that, if unaddressed, could quickly impact
patient care and safety. While these deficiencies did not appear to
be worsened by the bankruptcy process, the Psych Unit should be
better integrated into the corporate quality processes, support,
and oversight.
Additionally, the Facility was not hooked to city sewer. The
facility manager reported ongoing challenges with periodic sewer
backup with increased system pressure from rain or line obstruction
due to the limited horsepower on the pump (3 horsepower) compared
to recommendation (two 7.5 horsepower motors were recommended). The
last significant sewer backup problems were reported as occurring
early in the year. While patients were temporarily moved to rooms
that did not appear to be affected by the backup, the facility
lacked documentary support of the cleaning processes employed in
the affected rooms to ensure infection control standards were met
prior to returning patients to those rooms.
The PCO is engaged with the Psych Unit, Acute Unit, and Regional
leadership to understand how significant deficiencies will be
addressed. If the Court requires continued PCO oversight for this
facility, the PCO would recommend a second site visit in 30-45 days
to confirm forward progress on infection control and facility
concerns.
A full-text copy of the PCO's First Interim Report - Denham Springs
dated August 25, 2017, is available at:
http://bankrupt.com/misc/lawb17-50799-237.pdf
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ACADIANA MANAGEMENT: Patient Care Uncertain in Greenwood Facility
-----------------------------------------------------------------
Susan N. Goodman, the patient care ombudsman appointed to Debtor
Acadiana Management Group, LLC and affiliates, filed a First
Interim Report regarding the quality of care provided by AMG
Specialty Hospital - Greenwood.
The Ombudsman notes no significant or material patient care
concerns as contemplated by 11 U.S.C. section 333(b). The staff,
however, expressed a great deal of anxiety with reported continued
low census, attributed to 2016 regulatory changes affecting
admissions. Staff further reported concern regarding the upcoming
annual cost-reporting deadline to meet length-of-stay requirements
as the Facility anticipated falling short of the 25-day
requirement.
The reorganization process was reported as adding an additional
level of uncertainty to factors unrelated to the Chapter 11
process. Some also reported some initial confusion/frustration at
not understanding that "reorganization" was a "bankruptcy" process.
Given these dynamics, the Ombudsman will monitor for staff
departures and maintenance of staffing to matrix.
The Chief Clinical Officer reported a bankruptcy-related account
"hold" from the staffing vendor used for agency nurses. While
negative patient impact was denied to date, concern existed that
this account be re-established to prevent patient care issues
moving forward. On the date of PCO's site visit, the census was 13
patients and staffing was within the staffing matrix.
The Ombudsman did not observe current concerns that would require
shortening the time interval between site visits to less than
60-days. Because of staff consolidation, certain staff departures
could affect multiple areas of required coverage under the
licensing regulations. Accordingly, the Ombudsman will work with
leadership to set up remote monitoring of census and staffing
matrix, shortening the interim between site visits should coverage
issues arise during the reorganization.
A full-text copy of the PCO's First Interim Report - Greenwood
dated August 25, 2017, is available at:
http://bankrupt.com/misc/lawb17-50799-239.pdf
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ACADIANA MANAGEMENT: PCO Monitors Staffing Changes in Las Vegas
---------------------------------------------------------------
Susan N. Goodman, RN JD as the appointed Patient Care Ombudsman for
Acadiana Management Group, LLC submits to the U.S. Bankruptcy Court
for the Western District of Louisiana to her First Interim Report
of her evaluation regarding the quality of patient care provided at
AMG Specialty Hospital -- Las Vegas.
The PCO's primary concern for the Facility is its ability to
maintain stable staffing, particularly if census levels remain low
for a protracted period. Accordingly, the PCO will monitor quality
metrics and staffing changes remotely, visiting the location again
in 60 days absent sudden or concerning changes in staffing or
quality metrics.
The PCO did not observe patient care decline related to the early
Chapter 11 Bankruptcy process. As such, the PCO is comfortable
engaging in a second site visit in 60 days with remote monitoring
and follow-up in the interim. However, should staff departures
start to occur, the PCO says that it will shorten the time interval
between visits.
The Las Vegas AMG Specialty Hospital facility is in a small,
three-building medical complex. The single-story, 24-licensed bed
facility has two hallways on either side of the building with a
total of 12 semi-private rooms. A handful of other rooms along each
hall were converted to for use as operational space and offices.
Additional office space, the nurses' station, the kitchen, and a
dining area used as a multi-purpose area are all located at the
front of the building.
The PCO noted that the clinical, therapy, and wound care delivery
has no significant concerns. The PCO also noted that some
operational process gaps related to missing daily logs entries,
felt to be operational in nature and not exacerbated by the
reorganization process. The Clinical staff leadership denied staff
departures related to the bankruptcy process. Thus, the PCO will
continue to monitor the number of low census shift cancellations as
a strain metric.
The PCO interviewed one physician and one mid-level provider (all
the clinicians who rounded during PCO's site visit), and both
denied concerns. The PCO noted that the clinicians were reported as
billing independently and, where not, therefore, in the position of
being creditors to the Estate
The PCO observed that there were no concerns relating to the
facilities, materials management, environmental services and food
service. The PCO also observed that the supply area was organized,
with adequate supplies visible. The supply management process was
largely manual without structured par and reorder levels. Supply
issues affecting patient care were denied, although leadership
reported using personal credit cards for urgent supply needs early
in the bankruptcy process to prevent adverse patient impact.
The PCO found that the facility has a low reported infection rate,
sustained post-petition, despite caring for a patient population
that is often challenged with antibiotic resistant microbes. The
team attributed their success to team diligence and product
selection, including the regular use of UV light and microbial
resistant fabric for room privacy curtains.
The PCO also reported that due to the nature of the LTAC patient
population, patient interview opportunities were limited. Those
completed the interview revealed limited concern that seemed
attributable to a staff performance issue rather than to bankruptcy
strain.
A full-text copy of the PCO's First Interim Report - Las Vegas
dated August 18, 2017 is available at https://is.gd/mLJFzv
Susan N. Goodman can be reached at:
MESCH CLARK ROTHSCHILD
259 North Meyer Avenue
Tucson, Arizona 85701
Phone: (800) 467-8886 ext 141
Fax: (520) 798-1037
Email: sgoodman@mcrazlaw.com
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ACADIANA MANAGEMENT: PCO Satisfied with Patient Care in Lafayette
-----------------------------------------------------------------
Susan N. Goodman, the patient care ombudsman appointed to Debtor
Acadiana Management Group, LLC and affiliates, submits a First
Interim Report detailing site visit review, observations, and
analyses of the Debtor's facility operations in Lafayette.
The PCO notes that Staffing for patient care was well within the
staffing matrix guidelines. Clinical staff denied supply, staffing,
or operational concerns. Further, the clinical team spoke highly of
both their clinical and executive leadership and their clinician
partners.
The PCO also finds that the synergy of the cross-functional care
team was at a level that is often aspired to, but less commonly
practiced.
Other operational services were third-party contracted, including
some plant operations functions, pharmacy, dialysis, PICC line
placement, laboratory, and food services. The PCO reviewed facility
safety and maintenance logs kept by the Facility's plant operations
team member. Of note, this individual devised a stand-alone fire
alarm tool that allows him to perform additional fire drills for
his Facility only to ensure that all patient teams and shifts are
consistently exposed to the drill process. No concerns were noted.
The PCO will conduct a second, unscheduled site visit in 60 days to
confirm consistency with observations made on this scheduled visit.
If significant leadership or staffing changes occur, the PCO will
consider visiting sooner.
A full-text copy of the PCO's First Interim Report - Lafayette
dated August 25, 2017, is available at:
http://bankrupt.com/misc/lawb17-50799-238.pdf
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ACADIANA MGMT: Sale of All Assets of LTAC Hospital for $10K Okayed
------------------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized Acadiana Management Group,
LLC and affiliates to sell substantially all property of LTAC
Hospital of Louisiana-Denham Springs, LLC to St. Joseph Holdings,
LLC, or its designee for $10,000.
The sale is free and clear of all liens and interests.
LTAC Hospital of Louisiana-Denham Springs and AMG Realty I are
allowed to assume the lease, then LTAC Hospital of Louisiana-Denham
Springs is authorized to assign the lease to St. Joseph Holdings
and finally AMG Realty I is authorized to amend the lease with St.
Joseph Holdings all under the terms outlined in the Motion and
attached letter of intent.
The Purchaser will retain patient records in accordance with a
HIPAA compliant policy that is consistent with LTAC Hospital of
Louisiana-Denham Springs policies for purposes of 11 U.S.C. Section
363(b)(1)(A).
About Acadiana Management
Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017. The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.
Judge Robert Summerhays presides over the cases. Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Susan Goodman was appointed as patient care ombudsman.
ADAMS RESOURCES: Petrodome Buying Oil & Gas Assets for $180K
------------------------------------------------------------
Adams Resources Exploration Corp. ("AREC") asks the U.S. Bankruptcy
Court for the District of Delaware to authorize its asset purchase
agreement with Petrodome Napoleonville, LLC, in connection with its
private sale of oil and gas assets for $180,365, subject to
overbid.
A hearing on the Motion is set for Sept. 13, 2017 at 4:00 p.m. The
objection deadline is Sept. 20, 2017 at 10:00 a.m.
As a result of the downturn in the oil and gas exploration and
production industry and the loss of key personnel, the Debtor filed
its bankruptcy petition because it determined that the sale of its
oil and gas assets pursuant to Section 363 of the Bankruptcy Code
would be in the best interest of its creditors. On May 23, 2017,
the Court entered an order approving its retention of Oil & Gas
Asset Clearinghouse, LLC ("OGAC") as its broker to market its oil
and gas assets nunc pro tune to May 3, 2017. On May 24, 2017, the
Court entered an order approving procedures for the marketing and
sale of the Debtor's assets. Both prior to and after the entry of
the Sale Procedures Order, the Debtor, led by OGAC, conducted an
extensive campaign to market and sell its oil and gas assets.
The Debtor conducted an auction in Houston, Texas on July 19, 2017.
The offers submitted by the two bidders -- Sequitur Permian, LLC
and Bendel Ventures LP -- were on different subsets of the Debtor's
assets. At the conclusion of the auction, the Debtor accepted both
bids as the highest and best offers for the assets subject to those
bids.
A significant portion of the Debtor's oil and gas assets were not
subject to either bid but both Sequitur and Bendel expressed an
interest in submitting bids on most of these remaining assets.
Accordingly, at the July 19 auction, the Debtor set a subsequent
deadline for parties to submit bids on these assets and stated that
it would conduct a telephonic auction for these assets if it
received competing bids. In addition, after the July 19 auction,
OGAC contacted the parties that had previously expressed an
interest in the Debtor's assets to advise them that the Debtor had
set another deadline to submit bids on the remaining assets.
Both Sequitur and Bendel submitted bids on two batches of the
remaining assets and, accordingly, the Debtor conducted a
telephonic auction on July 27, 2017 for these assets. At the
conclusion of the subsequent auction, the Debtor selected both bids
submitted by Bendel as the highest and best offers for the assets
subject to those bids.
The Court held the Sale Hearing on Aug. 1, 2017 and approved the
sales to both Sequitur and Bendel subject to the execution of asset
purchase agreements. On Aug. 11, 2017, the Court entered an order
approving the Sequitur sale and the sale to Sequitur closed that
day. The Debtor expects to submit an order approving the Bendel
Sale to the Court this week or early next week and the sale should
close shortly after entry of the order.
The Debtor has a few remaining interests (less than 10) in oil and
gas wells not subject to the sales to Sequitur or Bendel.
Regarding further marketing of these remaining assets, Mr. Warner
testified that OGAC does not believe that another scheduled auction
would be beneficial to AREC given the extensive marketing prior to
the Sale Hearing.
Similarly, John Riney, the Debtor's president, testified by proffer
at the Sale Hearing that the remaining assets had been
significantly marketed and it would be inefficient and expensive to
enter into another sale process to sell these assets similar to the
process that resulted in the bids from Sequitur and Bendel. Mr.
Riney further testified that he believes it would be in the best
interests of the Debtor and its estate to permit the Debtor to
enter into private sale transactions with respect to the remaining
assets.
PDO is the operator, and Petrodome is a working interest owner, of
two wells in Assumption Parish, Louisiana -- the Hensarling #1
oil/gas well and the Templet #1 salt water disposal well.
Petrodome expressed interest in acquiring AREC's oil and gas
interests related to these wells ("Acquired Assets") prior to the
bid deadline but did not submit a bid because it thought that these
assets would be acquired as part of a package with AREC's interests
in other wells. On August 9, 2017, Petrodome offered to purchase
the Acquired Assets for $165,726.
On Aug. 18, 2017, AREC submitted a counteroffer of $195,000 and
Petrodome countered with an offer of $180,365. AREC, after
consultation with its largest creditor, Adams Resources & Energy,
Inc. ("AREI"), determined in the exercise of its business judgment
that it was in the best interests of the Debtor's estate and its
creditors to accept the Petrodome offer. AREC and Petrodome expect
to execute the APA in the near future.
The salient terms of the APA are:
a. Buyer: Petrodome Napoleonville, LLC
b. Seller: Adams Resources Exploration Corp.
c. Purchase Price: $180,365
d. Purchased Assets: All of the right, title, and interest
that the Seller possesses, including but not limited to oil and gas
assets, oil and gas revenue, assigned contracts, permits, assigned
real property interests, wells, goodwill, and tangible personal
property.
e. Terms: Free and clear of all liens, claims and
encumbrances, including any successor liability claims
f. Closing: The Closing will occur as promptly as practicable,
but in no event more than three business days, following
satisfaction and/or waiver of all conditions to Closing.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Little_Saigon_19_Sales.pdf
The Debtor asks authority to assume and assign Joint Operating
Agreement, as ameded ("JOA"), to Petrodome. Petrodome Operating,
LLC (i) consents to the assumption and assignment of the Joint
Operating Agreement, as ameded, to Petrodome, (ii) acknowledges
that Petrodome has provided adequate assurance of future
performance of its obligation under the JOA, and (iii) agrees that
no amounts must be paid to PDO to cure any defaults by AREC under
the JOA.
The Debtor asks that any order approving the APA be effective
immediately by providing that the 14-day stay under Bankruptcy Rule
6004(h) and 6006(d) is waived.
The Purchaser:
PETRODOME NAPOLEONVILLE, LLC
4200 Montrose Blvd., Suite 410
Houston, TX 77006
Attn: Gregory K. Sampson
Facsimile: (713) 820-6629
E-mail: greg@petrodomeenergy.com
The Purchaser is represented by:
GIEGER, LABORSE & LAPEROUSE, LLC
5151 San Felipe St., Suite 750
Houston, TX 77056
Attn: Andrew M. Adams, Esq.
Facsimile: (832) 255-6001
E-mail: aadams@glllaw.com
About Adams Resources
Houston, Texas-based Adams Resources Exploration Corporation --
http://www.adamsexploration.com-- is engaged in the development of
the Haynesville Shale in East Texas and now own interest in a large
number of producing dry gas wells. It also has interest in 405
wells and 131,236 gross developed acres in seven states.
Adams Resources filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 17-10866) on April 21, 2017, estimating assets
between $1 million and $10 million and debt between $50 million and
$100 million. The petition was signed by John Riney, president.
Judge Kevin Gross presides over the case.
William A. Hazeltine, Esq., and D. Sullivan, Esq., at Sullivan
Hazeltine Allinson LLC, serve as the Debtor's bankruptcy counsel.
The Debtor hired Gavin/Solmonese, LLC, as chief restructuring
officer.
No committee of unsecured creditors has been appointed in the
case.
On May 23, 2017, the Court approved the retention of Oil & Gas
Asset Clearinghouse, LLC, as the Debtor's broker.
ADPT DFW: Imaging Services, Maxim Healthcare Resign from Committee
------------------------------------------------------------------
The Office of the U.S. Trustee on August 30 disclosed in a court
filing that Roshal Imaging Services and Maxim Healthcare Services,
Inc., are no longer members of the official committee of unsecured
creditors in the Chapter 11 cases of ADPT DFW Holdings LLC and its
affiliates.
Both creditors resigned from the committee, according to a notice
filed by the U.S. trustee with the U.S. Bankruptcy Court for the
Northern District of Texas.
The remaining members of the committee are:
(1) DTPA and Putative Class Members
c/o Michael Price
2828 North Harwood, Ste. 1950
Dallas, TX 75201
Phone: 214-651-1121
Email: mike@jmichaelprice.com
Email: mpriceii@aol.com
(2) Kimley-Horn and Associates, Inc.
c/o Robin Salvagio, Regional Business Manager
4582 South Ulster Street, Ste. 1500
Denver, CO 80237
Phone: 303-228-2308-direct
Phone: 720-443-7447-cell
Email: Robin.salvagio@kimley-horn.com
(3) Chandler Signs, LLC
c/o Steven A. Leese, Director
160 Federal Street
Boston, MA 02110
Phone: 617-330-9055
Fax: 617-330-9047
Email: Steve.leese@quabbincapital.com
(4) Workplace Solutions, Inc.
c/o Karen Terry
2651 North Harwood Street, Ste. 300
Dallas, TX 75201
Phone: 214-741-9667
Fax: 214-741-9669
Email: karent@wpsolutions.com
(5) Henry Schein, Inc.
c/o Timothy Ingoglia, Credit Director
135 Duryea Road
Melville, NY 11747
Phone: 631-843-5775
Fax: 631-845-2864
Email: Timothy.ingoglia@henryschein.com
(6) Active Imagination, Inc.
c/o Corey Freundel, President
2507 North Blvd.
Houston, TX 77098
Phone: 713-528-6100
Fax: 713-400-9161
Email: Accounting@aimagination.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.
ADVANCE RETAIL: Taps Juravel and Company as Accountant
------------------------------------------------------
Advance Retail Solutions, Inc. seeks authority from the US
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, to employ Juravel and Company, LLC as its accountants.
Professional services required of Juravel are:
1. preparation of federal and state tax returns;
2. preparation of all other financial documents required
by federal and state law, including periodic
operating reports; and
3. analysis of the records of the Debtor for preparing
yearend statements.
Phil Juravel attests that Juravel & Company, LLC is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code and does not hold or represent an interest adverse
to the Estate.
Phil Juravel will charge $300.00 per hour for his service.
The Accountant can be reached through:
Phil Juravel, CPA
JURAVEL & COMPANY, LLC
390 North Main Street
Alpharetta, GA 30009
Phone: (770) 475-9348 ext. 11
Fax: (678) 736-6804
Email: phil@juravelcpa.com
About Advance Retail Solutions
Based in Cherokee, Georgia, Advance Retail Solutions, Inc. filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-60948) on June 22,
2017. The case is assigned to Judge Paul Baisier. The Debtor is
represented by William A. Rountree at Macey, Wilensky & Hennings
LLC as its bankruptcy counsel.
At the time of filing, the Debtor estimates $1,000,001 to $10
million in assets and liabilities.
AGT FOOD: S&P Affirms 'B+' Rating on Senior Unsecured Notes
-----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' issue-level rating,
with a '3' recovery rating, on AGT Food and Ingredients Inc.'s
senior unsecured notes following the company's proposed C$190
million preferred securities issuance to Fairfax Investments
Holding Ltd.
S&P said, "We expect the preferred securities will effectively rank
junior to the unsecured notes from the perspective of the priority
guarantor group, which includes Arbel Group, AGT Foods Africa Ltd.,
and Alliance Grain Trader SA Switzerland. The guarantees provided
by these three priority guarantors to the unsecured notes will
continue to rank contractually senior to the guarantees provided by
those entities that support the bank facility (that is, AGT Food
and Ingredients Inc., Alliance Pulse Processors Inc., and other
pari passu-ranking guarantors). In addition, the priority
guarantors do not guarantee to the proposed C$190 million preferred
securities unless the unsecured notes are fully repaid and not
replaced. So effectively, the preferred securities rank junior to
the noteholders from the priority group's perspective. As a result,
we believe the unsecured noteholders can continue to expect
meaningful (50%-70%, rounded estimate 60%) recovery in the event of
default, which corresponds to a '3' recovery rating. The 'B+'
long-term corporate credit rating (CCR) and negative outlook are
unchanged.
"We expect the proceeds from the preferred issuance will be
primarily used to repay borrowings under the asset-based loan and
revolver. Despite our expectation of lower long-term debt, the
proposed issuance has limited impact on our credit ratios as we
treat the hybrid securities with minimal equity content, given
their debt-like characteristics. We also expect the common share
purchase warrants will not covert to common equity in the near term
given their high premium to current share price, and believe AGT
has strong incentives to not defer the fixed coupon interest of
5.375%."
The negative outlook on the CCR reflects lower expected earnings
over the next couple of quarters, which will push AGT's adjusted
debt leverage above our 5x threshold for ratings stability. AGT's
earnings shortfall is a result of non-tariff trade barriers
proposed by the Indian government that, coupled with a major market
correction in pulse prices and political uncertainty, have resulted
in the company implementing a temporary pause strategy in certain
market segments to reduce trading and credit risks. S&P said, "As a
result, we believe AGT's 2017 EBITDA could decline 10%-14% from the
previous year because we do not expect these issues to be resolved
until third- or fourth-quarter 2017. We could revise the outlook to
stable if EBITDA margins improve to about 6%, AGT sustains leverage
below 5x, and the fumigation issues in India are resolved."
RATINGS LIST
AGT Food and Ingredients Inc.
Corporate credit rating B+/Negative/--
Rating Affirmed/Recovery Rating Unchanged/
Recovery Expectation Revised
To From
AGT Food and Ingredients Inc.
Senior unsecured notes B+ B+
Recovery rating 3(60%) 3(50%)
AJUBEO LLC: Hires Brownstein Hyatt as Bankruptcy Counsel
--------------------------------------------------------
Ajubeo LLC seeks authorization from the U.S. Bankruptcy Court for
the District of Colorado to employ Brownstein Hyatt Farber Schreck,
LLP as its bankruptcy counsel, nunc pro tunc to the August 25, 2017
petition date.
The Debtor requires Brownstein Hyatt to:
(a) assist in the production of the Debtor's schedules and
statement of financial affairs and other pleadings
necessary to file its chapter 11 case;
(b) assist in the negotiation and preparation of the Debtor's
anticipated sale of substantially all assets;
(c) assist in the preparation of the Debtor's plan of
reorganization and disclosure statement;
(d) prepare on behalf of the Debtor all necessary applications,
complaints, answers, motions, orders, reports, and other
legal papers;
(e) represent the Debtor in adversary proceedings and contested
matters related to the Debtor's bankruptcy case, if
applicable;
(f) provide legal advice with respect to the Debtor's rights,
powers, obligations and duties as chapter 11 debtor in
possession in the continuing operation of the Debtor's
business and the administration of the estate; and
(g) provide other legal services for the Debtor as necessary
and appropriate for the administration of the Debtor's
estate.
Brownstein Hyatt will be paid at these hourly rates:
Joshua Hantman $455
Michael Pankow $625
Samuel Kidder $335
Sheila Grisham, Paralegal $265
Brownstein Hyatt will also be reimbursed for reasonable
out-of-pocket expenses incurred.
On August 24, 2017, Brownstein Hyatt received a prepetition
retainer from the Debtor in the amount of $15,000. On August 25,
2017, Brownstein Hyatt received an additional retainer in the
amount of $62,500 from Albatross LLC, a wholly owned subsidiary of
Infrastructures Investors, LLC -- the Debtor's majority equity
owner and a guarantor of certain debt of the Debtor.
Joshua Hantman, shareholder of Brownstein Hyatt, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Brownstein Hyatt can be reached at:
Michael J. Pankow, Esq.
Joshua M. Hantman, Esq.
Samuel M. Kidder, Esq.
BROWNSTEIN HYATT FARBER SCHRECK, LLP
410 17th Street, Suite 2200
Denver, CO 80202
Tel: (303) 223-1100
Fax: (303) 223-1111
E-mail: mpankow@bhfs.com
jhantman@bhfs.com
skidder@bhfs.com
About Ajubeo LLC
Ajubeo -- https://www.ajubeo.com -- is a privately held provider of
internet infrastructure software and equipment. Founded in 2011
and headquartered in Greater Denver Area in Boulder, Colorado.
Ajubeo LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Colo.
Case No. 17-17924) on August 25, 2017. In its petition, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The petition was signed by Jeff Kuo, chairman of Board of
Managers.
Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP
serves as the Debtor's bankruptcy counsel.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-17924.pdf
ALASKA DISPATCH: Court OK $1-Mil DIP Financing, Cash Use
--------------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court District of Alaska
approved the Debtor-in-Possession Credit Agreement between Alaska
Dispatch News LLC and Binkley Company, LLC.
The Debtor is also authorized to use cash collateral and any loan
proceeds it receives from Binkley Company, LLC, for the expenses
set forth in the budget. The Budget provides total cash
disbursements of approximately $3,798,356 covering the weeks ending
Aug. 18 through Sept. 30, 2017.
The Court determined that the Debtor has no source of funding for
its immediate cash needs other than Binkley Company, which has
offered to purchase the Debtor for $1,000,000. Binkley Company's
purchase price will be reduced by all debtor-in-possession loans
Binkley Company makes to Debtor between today and closing of the
sale of the Debtor's assets to Binkley Company for $1,000,000.
The Court also approved Binkley Company, LLC's requirement that as
a condition of this and further loans, it will receive a breakup
fee of 3% of gross sale proceeds and up to $100,000 of its costs
paid from the sale proceeds of the prevailing purchase offer for
the Debtor's assets, but subject to further consideration if there
are any objections to such treatment.
The Debtor-in-Possession Credit Agreement is a security agreement
under AS 45.29.201 and the Binkley Company may record a financing
statement under AS 45.29.301 et. seq. wherever required. Northrim
Bank has consented to this treatment.
Binkley Company may not refuse to advance the weekly $200,000
agreed to in the DIP Credit Agreement without notice to all
parties.
In exchange for an immediate loan of $350,000 and the further
commitments in the Agreement, Binkley Company, LLC is granted a
lien senior to the lien of Northrim Bank on all of Debtor's
property and in all of Debtor's assets including but not limited
to:
(a) all account, cash and accounts receivable;
(b) all machinery, equipment, tools, fixtures, leasehold
improvements, computer hardware, supplies, materials, inventories,
and other items of tangible personal property of every kind owned
or leased by Seller;
(c) all Intellectual Property including all rights to the
names "Alaska Dispatch News," "Alaska Dispatch," "Anchorage Daily
News," "The Anchorage Times," "ADN," and related derivations of
each of the foregoing and all domain names;
(d) all of Seller’s rights in and to all archives, files,
documents, records, financial statements and data relating to the
Business. After Closing, Seller will provide copies of Seller’s
tax returns to the extent reasonably required by Buyer;
(e) contracts, licensing agreement, IT contracts, other use
agreement which Buyer elects to acquire;
(f) the business name Alaska Dispatch News, LLC;
(g) all General Intangibles (including all Payment
Intangibles, Intellectual Property and Domain names);
(h) all Instruments;
(i) all Chattel Paper (whether tangible or electronic);
(j) all Documents, subscriber lists, and archives;
(k) all other Goods and personal property, whether tangible
or intangible, wherever located, including money, letters of credit
and all rights of payment or performance;
(l) all other personal property of the Debtor, whether
tangible or intangible, and whether now owned or hereafter
acquired;
(m) all proceeds and products of any of the foregoing, in any
form, including, without limitation, any claims against third
parties for loss or damage to or destruction of any or all of the
foregoing and to the extent not otherwise included, all (i)
payments under insurance, or any indemnity, warranty or guaranty,
payable by reason of loss or damage to or otherwise with respect to
any of the foregoing Collateral and (ii) cash.
However, this lien is not senior to or equal to any enforceable
recorded liens against the Debtor's property located in the Arctic
Blvd location, as well as the Municipality of Anchorage's claim of
$56,516 and lien against the Debtor's equipment for business
personal property tax under AS 29.45.300(b). The first priority
lien granted to GCI NADC, LLC to secure the Adequate Protection
Payments is senior to the lien granted to Binkley Company, LLC, and
to the lien of Northrim Bank, but not to the lien of the
Municipality of Anchorage.
Arctic Partners, LLC, objected to the Debtor's use of funds if it
is not paid postpetition rent. The Debtor's budget projects paying
Arctic Partners rent of $31,589 in the week of Aug. 25, 2017 and
$32,938 in the week of Sept. 15, 2017. The Debtor has filed a
motion to reject the Arctic Partners lease. To the extent these
payments do not satisfy Arctic Partners, its objection to the
Debtor's Motion to Approve DIP Financing is overruled.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/ugH4jG
About Alaska Dispatch News
Based in Anchorage, Alaska Dispatch News -- https://www.adn.com/ --
offers news, features and commentary with a statewide focus.
Alaska Dispatch News LLC sought Chapter 11 protection (Bankr. D.
Alaska Case No. 17-00285) on Aug 12, 2017. The petition was signed
by Alice Rogoff, manager. The Debtor estimated assets at $10
million to $50 million and liabilities at $1 million to $10
million. Judge Gary Spraker is assigned to the case. The Debtor
tapped Cabot C. Christianson, Esq., at Law Offices of Cabot
Christianson, P.C., as counsel.
ALASKA DISPATCH: U.S. Trustee Forms 3-Member Committee
------------------------------------------------------
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, on Aug. 29
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Alaska Dispatch News,
LLC.
The committee members are:
(1) M&M Wiring Service, Inc.
Mark Miller
Chairperson
11315 Totem Road
Anchorage, AK 99516
Tel: (907) 301‐9000
E-mail: mmwiring@alaska.net
(2) Catalyst Paper (USA) Inc.
Craig Graham
3600 Lysander Lane, Suite 200
Richmond BC Canada
Tel: (604) 247‐4045
E-mail: Craig.graham@catalystpaper.com
(3) Law Office of D. John McKay
D. John McKay
117 E. Cook Avenue
Anchorage, AK 99501
Tel: (907) 274‐3154
E-mail: mckay@alaska.net
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Alaska Dispatch News
Based in Anchorage, Alaska Dispatch News -- https://www.adn.com --
offers news, features and commentary with a statewide focus.
Alaska Dispatch News LLC sought Chapter 11 protection (Bankr. D.
Alaska Case No. 17-00285) on Aug 12, 2017. The petition was signed
by Alice Rogoff, manager. The Debtor estimated assets at $10
million to $50 million and liabilities at $1 million to $10
million. Judge Gary Spraker is assigned to the case. The Debtor
tapped Cabot C. Christianson, Esq., at Law Offices of Cabot
Christianson, P.C., as counsel.
ALGODON WINES: Closes Acquisition of More Than 2,000 Acres of Land
------------------------------------------------------------------
Algodon Wines & Luxury Development Group, Inc., has completed the
strategic acquisition of additional land directly adjacent to the
existing Algodon property. The new parcel measures 845 hectares or
2,088 acres, more than doubling the size of Algodon Wine Estates.
This new land, which is on the Southwest end of the existing
estate, brings Algodon Wine Estates to a total of 4,138 acres,
providing room for continued expansion and growth. Algodon is
considering various use cases for the new land, including the
development of Private Estancias, Vineyard Villas and additional
estate lots. An expansion of vineyard operations and the
development of supplementary agricultural revenue streams are also
being considered.
"As part of our previously announced growth strategy, our team in
Argentina has been exploring under-valued assets that we can
monetize in conjunction with the rising economy in Argentina," said
Scott Mathis, founder, chairman and CEO. "Today's acquisition
announcement is the first of many initiatives we are implementing
that will expand our real estate holdings and drive future revenue
growth opportunities for Algodon.
"The new land encompasses a massive 6.5 square miles and lies
adjacent to our existing Algodon Wine estates property. We believe
the new fertile property gives us the flexibility and space needed
to expand the scope of our operations, enabling us to capitalize on
the rebounding Argentinian real estate market. In fact, in the
most recent quarter the city of San Rafael in the Mendoza Province
lifted the prohibition on the digging of water wells, which we
believe may have a significant positive impact on our parcel's
value. We look forward to providing further updates to our
shareholders on the development of this new land," concluded
Mathis.
Algodon Wine Estates is a 4,138 acre (1675 ha) world-class wine,
wellness, culinary and sport resort, and luxury real estate
development, located in the rolling hills of the Sierra Pintada
Mountains in San Rafael, Mendoza, Argentina. This wine and golf
community is a global destination that includes approximately 400
lots ranging from .5 to 7 acres, with 109 lots from Phase 1 of the
master plan currently available for private sale and development.
Surrounded by the natural beauty of vineyards, fruit orchards and
olive groves, many lots have pre-existing vines and groves, and a
significant number of available Phase 1 lots are situated directly
on the estate's 18-hole golf course, offering golf, vineyard and
mountain views. The luxury destination is truly unique in the
world, where residents can step right outside their front door onto
the golf course and find themselves among meticulously manicured
vines planted in the 1940s.
Recent momentum with the economic turnaround in Argentina was
evidenced during the Argentina Business & Investment Forum held in
September 2016 by President Mauricio Macri and the Argentina
Investment and Trade Promotion Agency. The forum highlighted
investment opportunities, attracted foreign direct investment and
marked Argentina's historical return to international markets.
Foreign direct investment pledges post the investment forum have
totaled more than $32.5 billion with Siemens & GE committing to
over $15 billion in combined infrastructure projects.
In the wake of Argentina's recent economic reforms, the Buenos
Aires Herald reports that the city's real estate market has
experienced its strongest monthly growth in sales since the
inauguration of President Mauricio Macri. Real estate transactions
in August were up 43.9% for the same month last year, and up 18.4%
from July. Experts believe that a key factor in a successfully
booming real estate cycle may be linked to the increased use of
mortgages, which is on the rise in Argentina. According to a
February 2017 report from Morgan Stanley here, Argentina seems
poised for a turnaround, one that offers investors long-term
opportunity and returns.
The Argentine real estate market is traditionally notable for its
all cash transactions, and Algodon Wine Estates is one of the few
real estate developments in the country that provides financing for
the sale of its lots pursuant to Argentine law. This is reflected
in the latest data from the College of Notaries of the City of
Buenos Aires, which reported that in April, 4032 deeds were
executed with an average value of us$ 144,535, growing 20.5%
compared to the same month of 2016; So far this year 14,985 deeds
were already signed, with an increase of 45.5% compared to 2016.
According to the College of Notaries, there was also a strong
rebound in mortgage lending operations. According to the entity's
report, 804 of the 4032 deeds were made through this modality, with
a year-on-year increase of 120%. The total amount reached in these
operations is us$ 2.11 billion, a figure that reflects a
year-on-year growth of 135.1%. Money tax amnesty also had an
impact.
In the province of Buenos Aires, April 2017 was also the best April
since 2011. According to the College of Notaries of the province
of Buenos Aires, 8,920 deeds were made in April, 5.9% more than the
8,420 operations carried out in April 2016. Considering the first 4
months of this year, 27,972 operations were carried out in the
province of Buenos Aires, 16.7% more than the 23,965 deeds signed
in the first 4 months of 2016. Century 21 Real Estate most recently
in June of 2017 announced its expansion in South America with the
addition of CENTURY 21 Argentina.
Algodon Wine Estates currently operates an award-winning
wine-themed real estate development and resort with an 18-hole
vineyard golf course that plays through the vines, a professional
tennis center with the only grass courts in the Mendoza Province,
as well as seven clay courts and one hard court, and a restaurant
and members' clubhouse. The vineyard property also includes the
world-class winery responsible for producing Algodon's collection
of internationally award-winning wines, as well as 325 acres (131
ha) of vineyards, with old vines dating back to 1946, which is
instrumental in the winery's ability to produce Malbec wines of the
highest international caliber.
Nestled in the southern heart of Argentina wine country, Algodon
Wine Estates was recently named one of the world's best vineyard
hotels by Frommer's Travel Guide, and one of the world's best wine
resorts by Departures Magazine. Most recently the wine estates won
the 2016 Vineyard of the Year for San Rafael by Luxury Travel Guide
and was also rated by Architectural Digest as one of the world's
most Beautiful Hotel Gardens. Algodon Wine Estates' Master Plan
model and Brochure can be viewed in person at Sotheby's
International Realty's office in New York City and Buenos Aires.
About Algodon Wines
New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property. This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.
Algodon Wines reported a net loss of $10.04 million on $1.52
million of sales for the year ended Dec. 31, 2016, compared to a
net loss of $8.27 million on $1.86 million of sales for the year
ended Dec. 31, 2015.
As of June 30, 2017, Algodon Wines had $8.07 million in total
assets, $4.14 million in total liabilities, $4.80 million in series
B convertible redeemable preferred stock and a total stockholders'
deficiency of $880,859.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
ALL STAR MEDICAL: Hires Heard Ary as Bankruptcy Counsel
-------------------------------------------------------
All Star Medical, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Alabama to employ Kevin D.
Heard, Angela S. Ary and the law firm of Heard, Ary & Dauro, LLC,
as its bankruptcy counsel, effective August 24, 2017.
The Debtor requires Heard Ary to:
(a) give the Debtor legal advice with respect to its powers
and duties as debtor-in possession;
(b) take necessary action against various creditors, entities,
governmental agencies, etc., to enforce the stay and
protect the interests of the Debtor;
(c) prepare on behalf of or to assist the Debtor in preparing,
as debtor-in-possession, all necessary applications,
answers, orders, reports and legal papers including the
formulation of a disclosure statement and plan of
reorganization; and
(d) perform all other legal services for the Debtor, as
debtor-in-possession, which may be necessary.
Heard Ary will be paid at these hourly rates:
Kevin D. Heard $295
Angela S. Ary $225
Heard Ary will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin Heard and Angela Ary assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
Heard Ary can be reached at:
Kevin D. Heard, Esq.
Angela S. Ary, Esq.
HEARD, ARY & DAURO, LLC
303 Williams Avenue, Suite 921
Huntsville, AL 35801
Tel: (256) 535-0817
E-mail: kheard@heardlaw.com
aary@heardlaw.com
About All Star Medical, LLC
All Star Medical, LLC -- http://www.allstarmedical.com/-- is a
locally owned and operated medical equipment company located in
Albertville, Cullman, Huntsville and Madison, Alabama.
All Star Medical filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ala. Case No. 17-82507) on August 24, 2017. The Hon. Clifton
R. Jessup Jr. presides over the case. In its petition, the Debtor
indicated $1.37 million in total assets and $2.12 million in total
liabilities. The petition was signed by Philip Garmon, owner.
Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC serves as the
Debtor's bankruptcy counsel.
ALLEN GOOD: Taps Hayward & Associates as Bankruptcy Counsel
-----------------------------------------------------------
Allen Good Food Company, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Eastern District of Texas, Sherman
Division, to employ of Hayward & Associates PLLC as general
bankruptcy counsel to perform the legal services that will be
necessary during the Bankruptcy Cases.
The Debtors paid $30,000 as a retainer to H&A, and the firm
withdrew $21,179 from the amount as payment for its pre-petition
services rendered to the Debtors, as well as for bankruptcy filing
fees. The remaining retainer amount will be held as security
against post-petition fees and expenses.
The current hourly rates being charged for paralegals and attorneys
of H&A is:
Melissa Hayward $400.00
Associates $275.00 - $300.00
Paralegal $150.00
Melissa Hayward attests that H&A is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Melissa S. Hayward, Esq.
Julian Vasek, Esq.
HAYWARD & ASSOCIATES PLLC
10501 N. Central Expy, Ste. 106
Dallas, TX 75231
Tel: (972) 755-7100
Fax: (972) 755-7110
Email: MHayward@HaywardFirm.com
JVasek@HaywardFirm.com
About Allen Good Food Company
Based in Allen, Texas, Allen Good Food Company LLC and debtor
affiliates filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
17-41734) on August 10, 2017. The petitions were signed by
Christopher Sanchez, managing member. The Debtors are represented
by Melissa S. Hayward, Esq. of Hayward & Associates PPLC.
At the time of filing, Allen Good Food estimated under $50,000 in
assets and under $100,000 in liabilities; and affiliate Frisco Good
Food estimated under $50,000 in both assets and liabilities.
ALPHA METAL: Edson Buying Lavaca Property for $142K
---------------------------------------------------
Alpha Metal Manufacturing, Inc., asks the U.S. Bankruptcy Court for
the Western District of Arkansas to authorize the private sale of
real property, a commercial building and approximately 3 acres,
located at Lot 6 County Corner Estates, Sebastian County, Arkansas,
Parcel number 60120-0850-00000-00, also commonly known as 25404
Highway 22, Lavaca, Arkansas, to Lucy H. Edson for $141,500.
The Debtor proposes to sell the property and apply the proceeds to
the secured debt of Armstrong Bank who holds a security interest in
the property being sold. Its attorney has been in contact with the
attorney for Armstrong Bank (the secured creditor) and both the
parties believe that it is in the best interest of the estate for
the real estate to be sold in a private sale.
The property is listed in the Debtor's schedules as having a value
of $450,000; however, Armstrong Bank, at its own cost, obtained an
appraisal which showed an appraised value substantially less than
the value listed in the Debtor's schedules. Said appraisal shows a
liquidation value to the property of $140,000.
The current payoff to Armstrong Bank is $139,588 with interest
accumulating per diem at $20. Assuming an Order approving the sale
can be entered no later than Oct. 10, 2017, the debt to the Bank
would be less than $140,600.
The Debtor must disclose that the offer is from an insider, Lucy H.
Edson, the wife of Bur Edson.
This sale is justified by a sound business purpose. Said purpose
includes without limitation: (i) it would allow the Debtor to pay
down the secured debt obligation; (ii) if not sold immediately, the
Bank would bring a Motion to Convert to a chapter 7 and the estate
would incur more cost; (iii) the Bank's appraisal is very recent
and reliable. It is unlikely that a chapter 7 Trustee would be
able to obtain more than what is being offered by Lucy Edson; and,
(iv) the offer being made is more than what Armstrong Bank's
appraisal indicates the property is worth in a liquidation sale.
The terms of this sale are:
a. The money has/will be placed in the Debtor's DIP account and
is readily available. In other words, it is not contingent on
financing.
b. Once an Order is approved by the Court, the Debtor is able
to immediately wire the balance due to Armstrong Bank satisfying
the lien against the property in full.
About Alpha Metal Manufacturing
Alpha Metal Manufacturing, Inc., is an Arkansas Corporation with
its principal assets located in Sebastian County, Arkansas. Alpha
Metal filed a voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Ark Case No. 17-bk-70125) on Jan. 20, 2017. Don
Brady, Eq., at AADR, serves as the Debtor's legal counsel.
ALTA MESA: Incurs $15.3 Million Net Loss in Second Quarter
----------------------------------------------------------
Alta Mesa Holdings, LP, filed with the Securities and Exchange
Commission its delayed Form 10-Q for the period ended June 30,
2017. The Company said via Form 12b-25 that additional time was
needed to finalize its Quarterly Report for review.
For the three months ended June 30, 2017, Alta Mesa reported a net
loss of $15.31 million on $95.24 million of total operating
revenues and other compared to a net loss of $70.23 million on
$16.61 million of total operating revenues and other for the three
months ended June 30, 2016.
For the six months ended June 30, 2017, Alta Mesa reported net
income of $9.60 million on $205.25 million of total operating
revenues and other compared to a net loss of $94.39 million on
$68.24 million of total operating revenues and other for the same
period during the prior year.
As of June 30, 2017, Alta Mesa had $957 million in total assets,
$915.29 million in total liabilities and $41.70 million in total
partners' capital.
"We expect to fund our 2017 capital budget predominantly with cash
flows from operations, drilling and completion capital funded
through our joint development agreement with BCE, capital
contribution from RS Contributor and borrowings under our senior
secured revolving credit facility. If necessary, we may also
access capital through proceeds from potential asset dispositions
and the future issuances of debt and/or equity securities, subject
to the distribution of proceeds therefrom as set forth in our
partnership agreement. We strive to maintain financial flexibility
and may access capital markets as necessary to facilitate drilling
on our large undeveloped acreage position and permit us to
selectively expand our acreage position. In the event our cash
flows are materially less than anticipated and other sources of
capital we historically have utilized are not available on
acceptable terms, we may curtail our capital spending.
"As we execute our business strategy, we will continually monitor
the capital resources available to meet future financial
obligations and planned capital expenditures. We believe our cash
flows provided by operating activities, cash on hand and
availability under our senior secured revolving credit facility
will provide us with the financial flexibility and wherewithal to
meet our cash requirements, including normal operating needs, and
to pursue our currently planned 2017 development drilling
activities. However, future cash flows are subject to a number of
variables, including the level of oil, natural gas and natural gas
liquids production and prices, and significant additional capital
expenditures will be required to more fully develop our properties
and acquire additional properties. We cannot make assurances that
operational and other needed capital will be available on
acceptable terms, or at all," the Company stated in the filing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/tEpW90
About Alta Mesa
Headquartered in Houston, Texas, Alta Mesa is a privately held
company engaged primarily in onshore oil and natural gas
acquisition, exploitation, exploration and production whose focus
is to maximize the profitability of its assets in a safe and
environmentally sound manner. The Company seeks to maintain a
portfolio of lower risk properties in plays with known resources
where the Company identifies a large inventory of lower risk
drilling, development, and enhanced recovery and exploitation
opportunities. The Company maximizes the profitability of its
assets by focusing on sound engineering, enhanced geological
techniques including 3-D seismic analysis, and proven drilling,
stimulation, completion, and production methods.
Alta Mesa reported a net loss of $167.9 million on $173.8 million
of total operating revenues and other for the year ended Dec. 31,
2016, compared with a net loss of $131.8 million on $433.9 million
of total operating revenues and other for the year ended Dec. 31,
2015.
* * *
As reported by the TCR on Jan. 16, 2017, Moody's Investors Service
upgraded Alta Mesa Holdings, LP's Corporate Family Rating (CFR) to
'B3' from 'Caa2' and Probability of Default Rating (PDR) to 'B3-PD'
from 'Caa2-PD'. "The upgrade reflects Alta Mesa's substantially
improved capital structure that will support its projected strong
production and reserves growth through 2018 in Oklahoma's STACK
play," commented Sajjad Alam, Moody's Senior Analyst. "Through
equity infusion and a new bond offering in December 2016, Alta Mesa
has significantly reduced its financial leverage, interest expense
and refinancing risks while boosting liquidity."
In December 2016, S&P Global Ratings said that it raised its
corporate credit rating on Alta Mesa Holdings to 'B-' from 'CCC+'.
"The upgrade follows Alta Mesa's announcement that it used the
proceeds from a recent preferred equity issuance to pay down its
second-lien debt and repay part of the revolving credit facility,"
said S&P Global Ratings' credit analyst Daniel Krauss.
AMAN RESORTS: Hires Sequor Law as Special Litigation Counsel
------------------------------------------------------------
Aman Resorts Group Limited seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Sequor Law,
P.A., as special litigation counsel to the Debtor.
Based upon the Debtor's preliminary investigation, pursuant to an
improper foreclosure action initiated by Pontwelly Holding Company
Limited, the purported secured lender of the Debtor, Pontwelly
obtained control of the Debtor's shares in Silverlink, the Debtor's
sole, material asset.
Pontwelly further transferred its interest in Silverlink to A.H.
Overseas Limited. Both Tarek Investment Ltd., the two-thirds owner
of Peak Hotels and Resorts Group Limited, and Pontwelly, the
purported secured lender of the Debtor, are owned or controlled by
the same individual, Vladislav Doronin.
The Debtor contends the improper foreclosure and transfer of
Silverlink to Pontwelly was not done in accordance with applicable
law and was for less than reasonably equivalent value. The Debtor
believes that the Transfer may be avoidable.
Aman Resorts requires Sequor Law to provide complete investigation
into the Transfer, and other issues associated with it. The
service will not involve representing the Debtor in conducting its
Chapter 11 case.
Sequor Law will be paid at these hourly rates:
Attorneys $200-$650
Paralegals $125-$145
Sequor Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gregory S. Grossman, member of Sequor Law, P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Sequor Law can be reached at:
Gregory S. Grossman, Esq.
SEQUOR LAW, P.A.
1001 Brickell Bay Drive, 9th Floor
Miami, FL 33131
Tel: (305) 372-8282
About Aman Resorts Group Limited
Aman Resorts Group Limited is in the hotel and tourism industry.
The sole shareholder of the company is Peak Hotels and Resorts
Group, LTD, which sought bankruptcy protection under Chapter 7 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-15041) on April
24, 2017.
Peak, acting by Chapter 7 trustee Jacqueline Calderin, passed a
resolution on Aug. 4 2017, to change the name of the Company from
"Aman Resorts Group Limited" to "A.R. Group Limited" in order to
avoid any potential damage of the goodwill, branding and
intellectual property rights associated with the brand name "AMAN"
in the hotels and tourism industry.
An involuntary Chapter 11 petition was filed on March 7, 2016,
against ARGL by Carolyn Turnbull, George Robinson, Fonde Investment
Capital SA, and Adrian Zecha (Bankr. S.D.N.Y. Case No. 16-10517).
Aman Resorts Group Limited, based in New York, NY, filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-20114) on August 9, 2017.
Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin,
serves as its bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Paul Pretlove, co-director through British Virgin Islands
company Madison Director Services Limited.
AMBROSIA BUYER: Moody's Assigns B3 Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Ambrosia Buyer,
Corp.'s proposed $560 million 1st lien senior secured term loan, a
B3 rating to the $25 million delayed draw 1st lien senior secured
term loan, and a Caa2 rating to the company's $235 million 2nd lien
senior secured term loan. In addition, Moody's assigned Ambrosia a
B3 Corporate Family Rating (CFR) and B3-PD Probability of Default
Rating (PDR). The outlook is stable.
Proceeds from the proposed $795 million in senior secured bank
facilities, along with a $150 million guaranteed senior secured
Asset Based Loan facility (ABL) (not rated, undrawn at close) and
about $560 million of common equity contributed by Centerbridge
Partners, L.P., TriMark management, and other investors will be
used to fund the acquisition of TMK Hawk Topco, Corp (TriMark).
TriMark is a leading distributor of foodservice equipment and
supplies in North America, and indirect parent holding company of
TMK Hawk Parent, Corp (TMK Hawk). The $25 million delayed draw
first lien term loan facility will be available for up to six
months after the closing date to make permitted acquisitions and
other similar investments under the terms of the credit agreement.
Upon successful completion of the acquisition, Ambrosia through a
series of downstream mergers, will merge with and into TMK Hawk,
which will be the surviving entity and the CFR will be moved
accordingly.
Moody's ratings and outlook are subject to receipt and final review
of documentation.
Ratings assigned:
Corporate Family Rating, Assigned at B3
Probability of Default Rating, Assigned at B3-PD
$560 Million Senior Secured First Lien Term Loan due 2024,
Assigned at B3 (LGD3)
$25 Million Senior Secured First Lien Delayed Draw Term Loan due
2024, Assigned at B3 (LGD3)
$235 Million Senior Secured Second Lien Term Loan due 2025,
Assigned at Caa2 (LGD5)
Outlook, Assigned at Stable
RATINGS RATIONALE
The B3 CFR reflects Moody's view that despite Ambrosia's high
financial leverage of around 7.25 times (pro forma for a full year
of recent acquisitions) Moody's expects leverage to improve to
under 6.5 times over the next 12 to 18 months -- a level more
reflective of the B3 rating. The ratings are also constrained by
the company's ongoing acquisition strategy and revenue
concentration by end market, customer and state. The ratings are
supported by Ambrosia's relatively steady and recurring revenue
stream from equipment replacement and supply replenishment, low
capex requirements, experienced senior management team and good
liquidity.
The stable outlook reflects Moody's view that operating performance
will steadily improve as Ambrosia leverages recent acquisitions,
successfully implements and ramps-up its enterprise resource
planning system (ERP) and focuses on debt reduction over and above
required amortization.
Given Ambrosia's high initial leverage any positive ratings
improvement is unlikely over the near term. However, factors that
could result in an upgrade include steady organic growth in revenue
and earnings that results in a material reduction in leverage and
stronger interest coverage. Specifically, an upgrade would require
debt to EBITDA below 5.5 times and EBITA to interest of over 2.25
times on a sustained basis. A higher rating would also require good
liquidity. Whereas, an inability to strengthen debt to EBITDA to
under 6.5 times over the next twelve to eighteen months or a
deterioration in liquidity for any reason, could result in a
downgrade.
The B3 rating on the 1st lien senior secured $560 million term loan
and $25 million delayed draw term loan, the same as the CFR,
reflects the facilities' junior position to the $150 million senior
secured first lien Asset Based Loan facility as well as its first
lien priority position relative to other debt and non-debt
liabilities, predominantly the $235 million senior secured 2nd lien
term loan that provides a cushion to the first lien lenders in a
default scenario. The Caa2 rating on the 2nd lien term loan, two
notches below the CFR, reflects the term loans junior position in
the company's capital structure, specifically to the ABL and first
lien term loan facilities.
Ambrosia Buyer, Corp.'s is a distributor of foodservice equipment
and supplies in North America, providing all non-food products used
by restaurants and other foodservice operators. Annual revenues are
approximately $1.8 billion, pro forma for recent acquisitions.
Ambrosia will be majority owned by Centerbridge Partners, L.P.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
AMJ PLUMBING: Wants to Use Cash Collateral Until Nov. 30
--------------------------------------------------------
The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California has approved the stipulation between
AMJ Plumbing Specialists Corp. and Opus Bank on the Debtor's use of
cash collateral during the period commencing on July 7, 2017, and
terminating on the earlier of any of these dates: (a) Nov. 30,
2017, or at a further date as agreed to by Opus in writing, or (b)
the date of the occurrence of an Event of Default.
The cash collateral will not be used for any purpose relating to or
in furtherance of an Adverse Opus Action, including without
limitation the payment of professional fees relating to the
matters. Adverse Opus Action means (a) any assertion, claim,
counter-claim, action, proceeding, application, motion, objection,
defense or other contested matter: (i) challenging the legality,
validity, priority, amount or enforceability of the prepetition
obligations, (ii) challenging the legality, validity, priority or
enforceability, or seeking to invalidate, set aside, avoid or
subordinate, in whole or in part, any prepetition lien in the
prepetition collateral, or (iii) seeking to prevent, hinder or
delay the assertion or enforcement by Opus of any right, remedy,
claim, benefit or privilege of, or lien or interest in favor of
Opus in the collateral or realization upon any collateral.
Opus is granted, effective as of the Petition Date, a replacement
lien pursuant to Sections 361 and 363(e) in all prepetition and
postpetition assets in which and to the extent Debtor hold an
interest, whether tangible or intangible, whether by contract or
operation of law, and including all profits and proceeds thereof,
including without limitation, claims or causes of action possessed
by the Debtor's bankruptcy estates under Sections 544, 545, 547,
548, 553(b), or 723(b), and all proceeds therefrom, but only to the
extent there is a diminution in value of the prepetition
collateral, whether from the use of cash collateral or otherwise.
A copy of the court order is available at:
http://bankrupt.com/misc/cacb17-15717-55.pdf
As reported by the Troubled Company Reporter on Aug. 16, 2017, the
Debtor filed an amended motion with the Court seeking for
authorization to use cash collateral on an interim basis through
and including the date of confirmation of a Chapter 11 plan or
dismissal of its case.
About AMJ Plumbing
Headquartered in Rancho Cucamonga, California, AMJ Plumbing
Specialists Corp., d/b/a AMJ Plumbing Specialists, is a commercial
plumbing company that has more than 20 years of experience in the
commercial plumbing field. AMJ Plumbing --
http://amjplumbingspecialists.com/-- offers a wide variety of
plumbing-related new construction services including leak repairs,
water heaters service, pump service, drain cleaning/jetting,
backflow services, tenant improvements and sewer camera
installation.
AMJ Plumbing filed for Chapter 11 protection (Bankr. C.D. Cal. Case
No. 17-15717) on July 7, 2017, disclosing $1.39 million in total
assets and $2.15 million in total liabilities. The petition was
signed by Jose Ruvalcaba, Jr., president.
Judge Meredith A. Jury presides over the case.
David Lozano, Esq., and Frank Alvarado, Esq., at Lozano Law Center
Inc. serve as the Debtor's legal counsel.
AMSTAR EMERGENCY: Hires Benton & Centeno as Bankruptcy Counsel
--------------------------------------------------------------
Amstar Emergency Medical Services, Inc., seeks authority from the
U.S. Bankruptcy Court for the Southern District of Alabama to
employ Benton & Centeno, LLP, as attorney to the Debtor.
Amstar Emergency requires Benton & Centeno to represent the Debtor
in the Chapter 11 bankruptcy proceeding.
Benton & Centeno will be paid at these hourly rates:
Attorneys $400
Associate $250
Paralegal $80
A deposit of $20,000 was received by Benton & Centeno pre-petition,
and all amounts owed to Benton & Centeno immediately before the
filing of the petition for then current services amounting to
$1,4681 were paid by the Debtor, leaving a deposit of $16,814. The
filing fee of $1,717 has also been paid.
Benton & Centeno will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lee R. Benton, a partner of Benton & Centeno, 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.
Benton & Centeno can be reached at:
Lee R. Benton, Esq.
BENTON & CENTENO, LLP
2019 Third Avenue North
Birmingham, AL 35203
Tel: (205) 278-8000
Fax: (205) 278-8005
E-mail: lbenton@bcattys.com
About Amstar Emergency Medical Services, Inc.
Amstar Emergency Medical Services Inc., based in Linden, Alabama,
filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-03037) on
August 14, 2017. Lee R. Benton, Esq., and Samuel Stephens, Esq.,
at Benton & Centeno, LLP, serves as its bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Kevin Horne, president.
ASSOCIATED THORACIC: Hearing on Plan Outline Set for Oct. 12
------------------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona has scheduled for Oct. 12, 2017, at 11:00 a.m.,
the hearing to consider the approval of the disclosure statement
filed by Associated Thoracic & Cardiovascular Surgeons, Ltd., and
Herman Pang on Aug. 11, 2017, referring to the Debtors' Chapter 11
plan dated Aug. 11, 2017.
Objections to the Disclosure Statement must be filed on or before
five business days prior to the hearing.
The hearing previously set for Oct. 3, 2017, at 1:30 p.m. is
vacated.
As reported by the Troubled Company Reporter on Aug. 21, 2017, the
Debtors filed with the Court a joint disclosure statement in
support of their proposed plan of reorganization, stating that
holders of Class 1-S, which consists of the Allowed Unsecured
Claims of Creditors of ATCS, may elect to be treated in accordance
with Class 1-R or they will be treated in accordance with Class
1-S. Class 1-S Creditors will be paid a pro-rata share from ATCS'
Excess Cash Flow, on a semi-annual basis (with payments to be sent
out for the prior half-year by Feb. 15 and Aug. 15), after all
senior allowed claims (including Class 1-R) have been paid in
accordance with the terms of the Plan, until the Allowed Unsecured
Claims have been paid in total the value of ATCS' liquidation
equity as calculated in ATCS' Disclosure Statement.
About Associated Thoracic
Associated Thoracic & Cardiovascular Surgeons, Ltd., filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 16-11909) on Oct. 14,
2016, estimating $500,000 to $1 million and liabilities at $1
million to $10 million. The petition was signed by Herman Pang,
president.
Mr. Pang commenced his own Chapter 11 case (Bankr. D. Ariz. Case
No. 16-11910) on Oct. 17, 2016.
The cases are jointly administered and are assigned to Judge Brenda
K. Martin.
The Debtors are represented by Lamar D. Hawkins, Esq., at Aiken
Schenk Hawkins & Ricciardi, P.C.
AXIOS LOGISTICS: Receiver's Sale of All Assets for CAD$450K Okayed
------------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware (i) authorized the private sale by A. Farber &
Partners Inc., the Court-appointed receiver and duly authorized
foreign representative for Axios Logistics Solutions Inc., Axios
Mobile Assets Inc., Axios Mobile Assets, Inc., and Axios Mobile
Assets Corp., of the Debtors' rights, title, and interests in and
to substantially all assets of the Debtors located within the
United States to Leonite Holdings, Inc. for CAD$450,000; and (ii)
recognized, enforced, and gave full force and effect to the
Approval and Vesting Order and the Ancillary Administration Order
entered by the Canadian Court on Aug. 24, 2017.
The sale is free and clear of all claims, liabilities and
encumbrances, except as set forth in the Vesting Order.
Notwithstanding any provision in the Bankruptcy Rules to the
contrary: (i) the terms of this Order will be immediately effective
and enforceable upon its entry; (ii) the Debtors, the Purchaser,
and the Receiver are not subject to any stay in the implementation,
enforcement, or realization of the relief granted in the Order; and
(iii) the Debtors, the Purchaser, and the Receiver may, in their
discretion and without further delay, take any action and perform
any act authorized under the Vesting Order and/or the Order.
A copy of the Vesting Order and the Ancillary Administration Order
attached to the Order is available for free at:
http://bankrupt.com/misc/Axios_Logistics_64_Order.pdf
About Axios Logistics
Axios Logistics Solutions, Inc. is a supply chain logistics company
that offers technologically advanced shipping pallets primarily to
the perishable food industry.
On Feb. 24, 2017, Export Development Canada ("EDC"), Axios Canada's
senior secured lender, made an application under the Bankruptcy and
Insolvency Act (Canada) and the Courts of Justice Act (Ontario)
commencing the Canadian Proceeding on an expedited basis to stay
third-party retail centers in the United States from disposing of
the Debtors' pallets and appointing a receiver. The Canadian Court
granted an order appointing a receiver.
A. Farber & Partners Inc., the Court-appointed receiver and duly
authorized foreign representative for Axios Logistics Solutions,
Inc., Axios Mobile Assets, Inc., Axios Mobile Assets, Inc., and
Axios Mobile Assets Corp. filed a petition under Chapter 15 of the
Bankruptcy Code (Bankr. D. Dela. Case No. 17-10438, 17-10440,
17-10443, and 17-10444, respectively) on Feb. 28, 2017, to seek
recognition of the Canadian proceeding.
Axios Logistics estimated total assets at $5.57 million and total
liabilities at $17.28 million as of Sept. 30, 2016.
Judge Brendan Linehan Shannon is assigned to their cases.
The petitioner tapped Mark L. Desgrosseilliers, Esq., and Morgan L.
Patterson, Esq., at Womble Carlyle Sanbridge & Rice, LLP, as
counsel.
On March 28, 2017, the Court entered an order approving the Chapter
15 petition for recognition on a final basis.
The Receiver can be reached at:
A. FARBER & PARTNERS, INC..
150 York Street, Suite 1600
Toronto, ON M5H
Attn: Hylton Levy, Peter Crawley
E-mail: hlevy@farberfinancialcom
pcrawley@farberfinancialcom
AYTU BIOSCIENCE: 1-for-20 Reverse Stock Split Takes Effect
----------------------------------------------------------
Aytu BioScience, Inc., announced that the previously approved
1-for-20 reverse split of its outstanding shares of common stock is
effective as of Aug. 25, 2017. The Company anticipates
announcement of the reverse split on the FINRA Daily List on
Monday, Aug. 28, 2017, with trading commenced on a post-split basis
on Aug. 29, 2017.
The reverse stock split was approved by stockholders of Aytu at the
Special Shareholders meeting held on July 26, 2017, and the ratio
of 1-for-20 was authorized by the Board of Directors. The stock
split is intended to increase the per share trading price of the
Company's common stock to enable the Company to satisfy the minimum
bid price requirement for a planned listing on a national
exchange.
The 1-for-20 reverse stock split will automatically convert 20
shares of Aytu BioScience's common stock into one new share of
common stock. No fractional shares will be issued, and no cash or
other consideration will be paid. Instead, the Company will issue
one whole share of the post-split common stock to any shareholder
of record who otherwise would have received a fractional share as a
result of the reverse stock split. The reverse split will reduce
the number of shares of outstanding common stock from approximately
80.4 million to approximately 4.0 million. It will also affect
shares of common stock underlying stock options, warrants and
preferred shares in the same ratio.
Split-Adjusted Trading of Common Stock
Aytu's outstanding shares of common stock trades on a
split-adjusted basis beginning, Aug. 29, 2017. Upon effectiveness
of the split, management will seek to secure listing on a senior
exchange. A senior exchange listing would allow the Company to
attract a broader range of investors and to increase share
liquidity.
The Company's trading symbol on Aug. 29, 2017, temporarily changed
to "AYTUD" and continue for a period of 20 business days from that
date, after such time, the symbol will revert to the original
symbol of "AYTU."
The Company has retained its transfer agent, VStock Transfer LLC,
to act as its exchange agent for the reverse stock split. VStock
Transfer LLC, will provide stockholders of record as of the
effective time with a letter of transmittal providing instructions
for the exchange of their stock certificates. Stockholders owning
shares via a broker or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to brokers' particular processes, and will not be required to take
any action in connection with the reverse stock split.
Stockholders who are holding their shares in electronic form at
their brokerage firms do not have to take any action as the effects
of the reverse stock split will automatically be reflected in their
brokerage accounts. No further action is required for stockholders
holding paper certificates. Certificates representing pre-split
holdings will be deemed to represent the stockholder's post-split
holdings until the stockholder presents the certificate to the
transfer agent.
About Aytu Bioscience
Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions. Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.
Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended
June 30, 2015.
As of March 31, 2017, Aytu had $15.91 million in total assets,
$7.39 million in total liabilities, and $8.52 million in total
stockholders' equity.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.
BALDWIN PARK: Long-Term Care Ombudsman Files First Report
---------------------------------------------------------
Joseph Rodrigues, the duly appointed Patient Care Ombudsman in the
Chapter 11 Case of Baldwin Park Congregate Home, Inc., files with
the U.S. Bankruptcy Court for the Central District of California
his First PCO Report covering the period July and August 2017.
The local Ombudsman Program has conducted three visits during the
reporting period, which took place on July 7 and July 31, 2017 and
on August 8, 2017. The Ombudsman has observed his visits, that the
facility appeared to have sufficient staff, temperature of the
facility was appropriate, and there appeared to be sufficient fresh
food and gastrostomy tube (Gtube) formula. He noted that the
environment was clean and there were no safety hazards noted.
During his visits to the facility on July 7 or July 31, 2017, there
were no complaints received or identified, and all residents
appeared comfortable and clean and did not express any concern
regarding their care or supervision. During each Ombudsman visit,
the Ombudsman noticed that there were also outside visitors
present, and none of them expressed any concerns regarding care or
supervision.
Baldwin Park Congregate Home is located at 3462 Vineland Avenue,
Baldwin Park, California. The California Department of Public
Health (CDPH), Licensing and Certification Division, licenses this
facility as a Congregate Living Health Facility (CLHF). The primary
need of CLHF residents will be for availability of skilled nursing
are on a recurring, intermittent, extended, or continuous basis.
The licensed capacity of the facility is 12, with a current
occupancy of 12. The facility staff schedules on a 12-hour shift
and during visits to the facility, the Ombudsman observed that
there appeared to be sufficient staff to meet the needs of the
residents.
Furthermore, the local Ombudsman Program has not received any
concerns involving vendors, utilities, or external support factors
that may impact resident care.
The local Ombudsman has made efforts to communicate with CDPH - Los
Angeles County Home Health Agency Unit regarding the facility, but
it has not received any information from CDPH at this time. The
Ombudsman intends to report any information received on the next
court report submission. Pursuant to the CDPH Consumer Information
System website, there were two complaints regarding quality of
care, made in May 2017.
The July 7, 2017 visit to the facility included the conversation
that the Ombudsman representative had with Administrator Joseph
Cambe. The Administrator reported to the Ombudsman representative
that they are planning to expand the facility to 24 beds. In
addition, the Administrator reported that they had not notified
residents or their responsible parties of the bankruptcy
proceedings.
During the evening visit on August 8, 2017, the Ombudsman
representative noted three complaints:
(a) A confused resident could not remember to which room she
was assigned. Although the resident's name was noted on the wall
near the room door, the resident was not able to identify it as her
assigned room. As such, the Ombudsman representative recommended
that facility staff place a large colorful sign on the room door
with the resident's name, so that the resident could more easily
identify her room. Facility staff Amy Nguyen and Abigail Samonte
stated they would assist with ensuring that a colorful sign is put
on the door.
(b) A resident appeared to be too tall for the bed in which he
was in. The resident was lying on his back in an inclined position
and the resident's feet were nearly touching the foot board. The
Ombudsman representative notified the Charge Nurse, Abigail
Samonte, of this concern and she stated she would notify the
Administrator. For the same resident, the Ombudsman representative
also noted a quality of life concern. The resident's radio was on
and the radio station was going in and out causing the music to not
play consistently. The Ombudsman representative asked the Charge
Nurse to adjust the resident's radio.
(b) The Ombudsman representative also noted that in one of the
rooms, a used glove was lying on the floor near the trash can. In
another room, the trash can appeared to be overflowing with used
protective gowns and other used items. The Ombudsman representative
brought these concerns to the attention of the Charge Nurse and the
issues were resolved.
Accordigly, the Patient Care Ombudsman recommends that the facility
continue to ensure that residents are provided with quality care
that ensures the health and safety of all residents.
A full-text copy of the State Long-Term Care Ombudsman's First
Report is available at https://is.gd/KOQowu
Joseph Rodrigues can be reached at:
Joseph Rodrigues
State Long-Term Care Ombudsman
Office of the State Long-Term Care Ombudsman
California Department of Aging
1300 National Drive, Suite 200
Sacramento, California 95834
Telephone: (916)419-7510
Facsimile: (916)928-2503
About Baldwin Park Congregate Home
Baldwin Park Congregate Home, Inc., owns and operates a skilled
nursing facility in Baldwin Park, California. Baldwin Park
Congregate Home filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 17-13634) on March 24, 2017, estimating assets
in the range of $0 to $50,000 and liabilities of up to $10 million.
Eileen Cambe, the CEO, signed the petition. The Hon. Julia W.
Brand presides over the case. The Debtor is represented by
Giovanni Orantes, Esq., of Orantes Law Firm.
Joseph Rodrigues was appointed Patient Care Ombudsman in the
Chapter 11 Case of Baldwin Park Congregate Home, Inc.
BAY HARBOUR HOMES: Plan Confirmation Hearing Set for Oct. 5
-----------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida conditionally approved Bay Harbour Homes, LLC's
disclosure statement filed on August 23, 2017.
Any written objections to the Disclosure Statement must be filed
with and served no later than seven days prior to the date of the
hearing on confirmation.
The court will conduct a hearing on confirmation of the Chapter 11
Plan of Reorganization on Oct. 5, 2017, at 10:00 a.m., Courtroom
9B, U.S. Bankruptcy Court, 801 North Florida Avenue, Tampa,
Florida.
Parties in interest shall submit their written ballot accepting or
rejecting the Plan no later than eight days before the date of the
Confirmation Hearing.
Objections to confirmation must be filed with the court and served
no later than seven days before the date of the Confirmation
Hearing.
About Bay Harbour Homes
Bay Harbour Homes, LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-03805) on May 1, 2017. The Debtor estimated
assets of less than $50,000 and liabilities of less than $100,000.
Leon A. Williamson, Jr., Esq., at Leon A. Williamson, Jr., P.A.,
serves as the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed.
BEAR METAL: Hires DiMonte & Lizak as Bankruptcy Attorneys
---------------------------------------------------------
Bear Metal Welding & Fabrication, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Abraham Brustein, Julia Jensen Smolka, and the law firm of
DiMonte & Lizak, LLC as its Chapter 11 attorneys, effective August
7, 2017.
The Debtor requires DiMonte & Lizak to:
(a) prepare the necessary documents and lists, including the
bankruptcy schedules and statement of financial affairs;
(b) advise the Debtor of its rights and obligations as a
debtor-in possession;
(c) prepare the plan of reorganization and disclosure
statement, including negotiating terms with creditors and
other parties in interest;
(d) prepare on behalf of the Debtor all motions, applications,
reports, orders, adversary proceedings and other documents
or papers necessary to the administration of the estate;
(e) represent the Debtor in all court proceedings and at the
meeting of creditors; and
(f) perform all other legal services normally incident to
Chapter 11 cases.
DiMonte & Lizak will be paid at these hourly rates:
Attorneys $150-$400
Paralegals $125
DiMonte & Lizak will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The Debtor paid DiMonte & Lizak $13,187 as an advance payment
retainer.
Abraham Brustein assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
DiMonte & Lizak can be reached at:
Abraham Brustein, Esq.
Julia Jensen Smolka, Esq.
DIMONTE & LIZAK, LLC
216 West Higgins Road
Park Ridge, IL 60068
Tel: (847) 698-9600
Fax: (847) 698-9623
E-mail: abrustein@dimontelaw.com
jsmolka@dimontelaw.com
About Bear Metal Welding
Headquartered in Lombard, Illinois, Bear Metal Welding &
Fabrication, Inc., has been in business since 1997. Bear Metal is
in the business of providing fabrication and repair of metals to
commercial and consumer markets. Bear Metal's principal asset is
the improved real estate from which it operates at 948 North Ridge
Avenue, Lombard, Illinois, with the property valued at $450,000.
Dean Mormino has been Bear Metal's principal officer at all times
since the Company began business operations. Mr. Mormino has been
the sole shareholder, director and the president since 2012 when
his marriage to Melisa Mormino was dissolved. Prior to the
dissolution of their marriage, Melisa Mormino was a shareholder of
Bear Metal.
Bear Metal filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-24246) on Aug. 14, 2017, estimating up to $50,000
in assets and between $500,001 and $1 million in liabilities.
Abraham Brustein, Esq., at Dimonte & Lizak, LLC, serves as the
Debtor's bankruptcy counsel.
BEAR METAL: May Use Cash Collateral Through Sept. 15
----------------------------------------------------
The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a first interim order
authorizing Bear Metal Welding & Fabrication, Inc.'s use of cash
collateral during the period Aug. 15, 2017, through Sept. 15,
2017.
The Court will hold a hearing on the cash collateral use on Sept.
12, 2017, at 9:30 a.m.
A copy of the court order is available at:
http://bankrupt.com/misc/ilnb17-24246-10.pdf
As reported by the Troubled Company Reporter on Aug. 28, 2017, the
Debtor sought court permission to use case collateral of QCB
Properties, LLC, the U.S. Department of the Treasury-Internal
Revenue Service, the Illinois Department of Revenue, and the
Illinois Department of Employment Security through Sept. 15, 2017.
QCB, et al., will be granted valid, perfected, enforceable liens
upon the Debtor's postpetition assets, including all rents,
profits, and proceeds which are now or hereafter become property of
the Debtor's estate to the extent and with the priority of their
respective prepetition liens, if valid, but only to the extent any
diminution in the value of the property during the period from Aug.
15 through Sept. 15.
About Bear Metal Welding
Headquartered in Lombard, Illinois, Bear Metal Welding &
Fabrication, Inc., has been in business since 1997. Bear Metal is
in the business of providing fabrication and repair of metals to
commercial and consumer markets. Bear Metal's principal asset is
the improved real estate from which it operates at 948 North Ridge
Avenue, Lombard, Illinois, with the property valued at $450,000.
Dean Mormino has been Bear Metal's principal officer at all times
since the Company began business operations. Mr. Mormino has been
the sole shareholder, director and the president since 2012 when
his marriage to Melisa Mormino was dissolved. Prior to the
dissolution of their marriage, Melisa Mormino was a shareholder of
Bear Metal.
Bear Metal filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-24246) on Aug. 14, 2017, estimating up to $50,000
in assets and between $500,001 and $1 million in liabilities.
Abraham Brustein, Esq., at Dimonte & Lizak, LLC, serves as the
Debtor's bankruptcy counsel.
BIOLARGO INC: Total Product Sales Increased by 176% in H1
---------------------------------------------------------
BioLargo, Inc., announced that a series of noteworthy milestones
had been achieved that are reported in its quarterly report filed
with the Securities and Exchange Commission. Highlights from the
quarterly report include:
* CupriDyne Clean - the Company has secured national purchasing
agreements with three leaders in the solid waste handling industry,
and product sales are increasing. For the six months ended June
30, 2017, total product sales increased by 176% over the comparable
period in 2016.
* Clyra Medical - its subsidiary Clyra has concluded development
on two products, and retained a leading company to prepare
documentation for pre-market notification to the FDA under Section
510(k); this process is almost complete and application is
imminent. Clyra also received $1 million in investments in a
private offering of common stock.
* Director of Business Development -- new hiring - In July the
Company hired Jui Shan Yong, PhD, to serve as the Director of
Business Development for the BioLargo AOS system. Dr. Yong has
more than 14 years of experience in international business
development and technology consulting in the water and
environmental sector with companies like Veolia Water Technologies
North America, SembCorp Industries Singapore, SafBon Shanghai Water
Holding, Nanostone, Aquafortus etc. Her experience and expertise
also includes new technology commercialization, technology
assessment, feasibility studies, marketing, strategic planning,
sustainability studies, M&A and partnership development.
* The Company hosted its third annual Technical Symposium at the
University of Alberta, August 14th and 15th.
Dennis P. Calvert, president and CEO of BioLargo commented, "We are
excited about increasing sales and we expect the trend to continue.
While our new national purchasing agreements don't guarantee us
sales, the fact that we have broken through a major barrier to
adoption is proving critical as we consistently win new business
with these corporate clients as well as municipal clients.
CupriDyne Clean consistently out-performs the competition and we
love our clients as we work hand in hand with them to maximize its
performance and value. Clyra also has a bright near term future
and we are thankful for the continued support of our investors. We
will report when Clyra's FDA applications are on record. Shan
Yong, PhD is another great addition to the BioLargo team. We
continually strive to surround our world-class technology with
world-class talent. The technical symposium is a resounding
success as we present the successful results of our three
commercial validation studies. The event is continuing is today,
so we will report more details as soon as we are able. I encourage
our stakeholders to read the entire quarterly report for a complete
understanding of the highlights listed in this press release."
BioLargo Inc.
BioLargo, Inc., is a provider of platform technologies. The
Company's products are used to eliminate contaminants that threaten
the water, health and quality of life. Its technology has
commercial applications within several industries. The Company
focuses on four areas: water treatment; industrial odor control
applications; commercial, household and personal care products
(CHAPP), and advanced wound care. Its AOS Filter combines iodine,
water filter materials and electrolysis within a water filter
device. It generates oxidation potential in order to oxidize and
breakdown or otherwise eliminate, soluble organic contaminant,
which are found in contaminated water.
Biolargo reported a net loss of $8.07 million on $281,106 of total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $5.07 million on $127,582 of total revenue for the year ended
Dec. 31, 2015. As of June 30, 2017, Biolargo had $642,951 in total
assets, $4.11 million in total liabilities and a total
stockholders' deficit of $3.47 million.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has incurred
recurring losses, negative cash flows from operations and has
limited capital resources, and a net stockholders' deficit. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.
BLACK MOUNTAIN GOLF: Wants to File Chapter 11 Plan by January 2018
------------------------------------------------------------------
Black Mountain Golf & Country Club requests the U.S. Bankruptcy
Court for the District of Nevada to extend the exclusive periods to
file and confirm its plan of reorganization through January 31,
2018, and May 31, 2018, respectively.
Pursuant to an Order granting the Debtor's First Exclusivity
Motion, the Debtor's exclusivity period is currently set to expire
on September 30, 2017.
The Debtor tells the Court that it is seeking an extension in order
to conduct discovery in the Adversary Proceeding, Shawn Lampman v.
Black Mountain Golf & Country Club, et al., Adv. Case No.
17-01178-btb and litigate that matter.
The Debtor relates that the primary assertion in the Lampman
Adversary Proceeding is that Mr. Lampman claims 25% of any proceeds
of the sale of the Debtor's Property based upon an alleged oral
contract between the Debtor and Mr. Lampman.
On August 8, 2017, the Court has entered its Order on the Debtor's
Motion for Summary Judgment, and scheduled the same for November 9.
If by said date the case is not yet resolved, the trial is
scheduled for December 7 to 8, 2017.
The Debtor believes that resolution of the Lampman Adversary
Proceeding will substantially impact in crafting a successful Plan
of Reorganization.
In addition, additional time is appropriate given that the time
frame for pursuing its applications with both the City of Henderson
and the Bureau of Land Management are likely to take (at least)
several months.
Approximately 140 of the 178 acres owned by the Debtor is subject
to a reversionary interest of the Bureau of Land Management. In
addition, the Debtor leases a 2.2 acre parcel from the City of
Henderson pursuant to a 5-year $1 per year lease (executed in 1990
and subject to a fifty year renewal option).
The Debtor tells the Court that it continues work to have certain
reversionary interests on its property to be removed. The Debtor's
repurchase application with the BLM has progressed significantly as
the BLM has approved the appraisal of the BLM Property at $30.8
million.
The Debtor avers that it has begun the process with the City of
Henderson to request rezoning -- which is also a multi-stage
process, involving multiple submissions, review by the City,
preparation of ancillary documents, neighborhood meetings, and
consideration by the City Council.
Consequently, the Debtor contends that it has a meeting scheduled
with both the City and the BLM on October 5, 2017.
About Black Mountain Golf & Country Club
Based in Henderson, Nevada, Black Mountain Golf & Country Club is a
member-owned golf facility open to the public. The Company is
non-profit corporation and a tax-exempt entity.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-11540) on March 30, 2017. The
petition was signed by Larry Tindall, president. 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.
The case is assigned to Judge Bruce T. Beesley. Morris Polich &
Purdy LLP is the Debtor's legal counsel. The Debtor employed
Coffey & Rader CPA as its accountant and Harper Appraisal, Inc., as
appraiser. The Debtor hired Ray Fredericksen of Per4mance
Engineering in connection with its efforts to rezone its property.
No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
Chapter 11 case.
BLACKMAN COMMUNITY WATER: May Use Cash Collateral Until Dec. 31
---------------------------------------------------------------
The Hon. Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for
the Northern District of Florida has granted Blackman Community
Water System, Inc., permission to use cash collateral until Dec.
31, 2017. The Debtor will continue making adequate protection
payments in accordance with the terms of the stipulated court order
granting the Debtor's expedited motion to use cash collateral until
Dec. 31, 2017.
A copy of the Order is available at:
http://bankrupt.com/misc/flnb16-30031-92.pdf
As reported by the Troubled Company Reporter on Aug. 4, 2017, the
Debtor sought court authorization to continue using cash
collateral. On Feb. 19, 2016, the Court entered a stipulated court
order granting the Debtor's expedited motion to use cash
collateral. The court order provided for the Debtor to make six
monthly payments to USDA/Rural -- a secured creditor with a
perfected security interest in all of the Debtor's real and
personal property used for the operation and delivery of potable
water for consumption and fire protection to the rural community of
Blackman, Florida -- commencing on March 1, 2016.
About Blackman Community Water System
Blackman Community Water System Inc. filed a Chapter 11 petition
(Bankr. N.D. Fla. Case No. 16-30031) on Jan. 15, 2016. The
petition was signed by Randall Ward, president. The Debtor
disclosed assets at $5.32 million and debts at $1.96 million. The
Debtor is represented by Ashley B. Rogers, Esq., at Chesser & Barr
P.A.
BLUE LIGHT CAPITAL: Sale of Escondido Property for $2.2M Approved
-----------------------------------------------------------------
Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central
District of California authorized Blue Light Capital Corp.'s sale
of real property known as 2200-2000 Felicita, Escondido,
California, to Hassan Assi for $2,150,000.
A hearing on the Motion was held on Aug. 28, 2017 at 9:00 a.m.
The sale is free and clear of all liens, claims, and interests.
Power Escrow, Inc., will pay all customary escrow charges to buyer
and seller, all property taxes, both delinquent and current,
prorated to close of escrow. It will pay the broker's commissions
as follows: 3% of the sale price to Homesmart Realty, Inc., and 2%
to Lee and Associates.
Power Escrow will pay to secured creditor Wenqiang Bian the sum of
$1,605,000 in connection with his note secured by the deed of trust
recorded on Dec. 24, 2014, as Doc# 2014-0569637. The balance of
Mr. Bian's alleged lien will no longer encumber the Property and
will only attach to the proceeds of sale with the same validity,
priority, and extent as it had attached to the Property. The
amount of Mr. Bian's remaining claim secured by the disputed lien
against the proceeds of sale will be determined in the adversary
proceedings styled Blue Light Capital Corp. vs. Wenqiang Bian,
8:17-ap-01082-MW.
After the payment of the amounts authorized by the Order, the
balance of the sales proceeds will be released by Power Escrow to
the trust account of Alan M. Lurya to be held pending further order
of the Court.
In the event that the Buyer fails to consummate the purchase of the
Property pursuant to the terms of the purchase agreement, then
Debtor will immediately transfer title to Mr. Bian in exchange for
the credit bid of $1,605,000 made by Mr. Bian and approved by the
Court as a back-up bid.
The 14-day stay of this Order set forth in Rule 6004(h) of the
Federal Rules of Bankruptcy Procedure is waived.
Pursuant to Rule 6004(f), the Debtor will file the itemized
statement of property sold evidencing the receipts and payments
made by escrow within 14 days after closing.
About Blue Light Capital Corp.
Blue Light Capital Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14461) on Oct. 28,
2016. The petition was signed by Kris Wismer, president. At the
time of the filing, the Debtor disclosed $8.32 million in assets
and $1.61 million in liabilities. The case is assigned to Judge
Mark S. Wallace. The Law Offices of Alan M. Lurya serves as the
Debtor's bankruptcy counsel.
BON-TON STORES: Brigade Capital Has 8.75% Stake as of Aug. 28
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Brigade Capital Management, LP, Brigade Capital
Management GP, LLC and Donald E. Morgan, III - U.S.A. reported that
as of Aug. 28, 2017, they beneficially own 1,623,356 shares of
common stock, par value $.01 per share, of The Bon-Ton Stores,
Inc., constituting 8.75% of the shares outstanding. Brigade
Leveraged Capital Structures Fund Ltd. - Cayman Islands also
reported beneficial ownership of 1,241,857 common shares. A
full-text copy of the regulatory filing is available at
https://is.gd/DkLXQN
About The Bon-Ton Stores
With corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, The Bon-Ton Stores, Inc. -- http://www.bonton.com/--
operates 260 stores, which includes 9 furniture galleries and four
clearance centers, in 24 states in the Northeast, Midwest and upper
Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates. The stores
offer a broad assortment of national and private brand fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.
Bon-Ton Stores reported a net loss of $63.41 million on $2.60
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $57.05 million on $2.71 billion of net
sales for the fiscal year ended Jan. 30, 2016.
As of July 29, 2017, Bon-Ton Stores had $1.38 billion in total
assets, $1.49 billion in total liabilities and a total
shareholders' deficit of $110.93 million.
* * *
As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores' Corporate Family Rating to 'Caa1' from
'B3'. The company's Speculative Grade Liquidity rating was
affirmed at SGL-2. The rating outlook is stable. The downgrade
considers the continuing and persistent negative pressure on
Bon-Ton's revenue and EBITDA margins which has been accelerating
during the course of fiscal 2015.
In December 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on York, Pa.-based Bon-Ton Stores Inc. to
'CCC+' from 'B-'. The outlook is negative. "The downgrade
reflects both Bon-Ton's weakening performance and our forecast for
an unsustainable capital structure and "less than adequate"
liquidity," S&P said.
BPS US HOLDINGS: Files Chapter 11 Plan of Liquidation
-----------------------------------------------------
Old BPSUSH Inc. and affiliates filed with the U.S. Bankruptcy Court
for the District of Delaware a disclosure statement with respect to
its joint chapter 11 plan of liquidation, dated August 25, 2017.
The Plan rests on the Global Settlement of all disputes among the
Debtors, the Creditors' Committee and the Equity Committee, a
settlement that the Monitor is prepared to recommend to the
Canadian Court for approval.
The provisions of the Plan constitute a good faith compromise and
settlement of all issues and controversies among the Debtors and
the Committees. The Global Settlement provides for, among other
things: (a) the Payment in Full of all Allowed General Unsecured
Claims without Post-Petition Interest (to the extent it would have
been allowable); (b) the resolution of all disputes regarding the
treatment of Intercompany Claims and Equity Interests; (c) the
resolution of all disputes regarding allocation of value among the
Debtors and the allocation of the Sale Proceeds; and (d) the
resolution of all disputes regarding substantive consolidation of
the Debtors.
On the Effective Date, the Distribution Agent, on behalf of the
Debtors, shall fund the Reserves in Cash from the Sale Proceeds or
any other Cash then in the Estates in accordance with and in the
amounts set forth in the Plan to be held in the Reorganized Parent
Debtor, except with respect to the Individual Securities Damages
Reserve, which shall be held by the Monitor, until (1) the issuance
of a Clearance Certificate (except in the case of the Holdback
Amount Reserve, which does not require a Clearance Certificate to
be paid to Professionals); (2) the decision of the Board of
Directors of the Reorganized Parent Debtor to disburse such
Reserves that are held by the Reorganized Parent Debtor rather than
the Monitor; or (3) other arrangements are made in form
satisfactory to the Monitor for Reserves held by the Monitor;
provided, however, that at least $100,000 of the Liquidation Trust
Expense Reserve shall be funded into the Liquidation Trust within
60 days of the Effective Date, unless the Board of Directors of the
Reorganized Parent Debtor, with the consent of the Liquidation
Trustee which consent shall not be unreasonably withheld,
reasonably determines that such funding should not be made.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-12373-1284.pdf
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.
Ernst & Young LLP is the monitor in the CCAA cases. The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.
* * *
As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.
The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.
The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made
by the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.
In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017. BPS US Holdings Inc. changed its name to Old
BPSUSH Inc.
BREVARD EYE: Exclusive Plan Filing Period Extended Through Oct. 17
------------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida extended the exclusivity period within which
Brevard Eye Center, Inc. and its affiliates may file a Plan of
Reorganization and Disclosure Statement to October 17, 2017, and
set the deadline for the Debtors to obtain acceptances of that plan
to December 18, 2017.
As reported by the Troubled Company Reporter on July 26, 2017, the
Debtors asked the Court to extend its exclusivity periods for an
additional 60 days, claiming that it would be futile for the
Debtors to file a Plan of Reorganization without a resolution of
the mediation between the Debtors and SummitBridge National
Investments V LLC. The Debtors said it would be a meaningless
exercise that would needlessly incur legal fees and costs and might
actually be detrimental to ongoing negotiations.
On May 24, 2017, the Debtors filed an eight-count Complaint against
SummitBridge National Investments V LLC, seeking, among other
things, the avoidance and recovery of liens and other transfers and
determination of the validity, extent, and priority of
SummitBridge's $11+ million claim against the Debtors.
SummitBridge's claim in this case represents more than 75% of the
claim amounts in this case. The ultimate resolution, vel non, of
the SummitBridge claim will have a direct and significant bearing
on the terms of the ultimate resolution and confirmation of this
case.
On June 28, 2017, the Debtors and SummitBridge commenced a
Court-approved mediation process and are actively engaged in
mediation and settlement negotiations. The Debtors said that the
ongoing mediation will be directly related to both the pending
litigation and Debtors' Plan of Reorganization.
About Brevard Eye Center, et al.
Brevard Eye Center Inc., Brevard Surgery Center Inc., Medical City
Eye Center, P.A. and THMIH, Inc., own and operate four retail
optometry centers and clinics and a surgical center. The optometry
centers and clinics are located in Melbourne, Merritt Island, Palm
Bay, and Orlando, Florida. The surgical center and the corporate
offices are located in Melbourne, Florida.
Brevard Eye Center operates three of the four optometry centers,
Medical City Eye Center operates only the Orlando optometry center,
and Brevard Surgery Center operates the surgical center. THMIH
owns the real estate leased to the surgical center/corporate
offices located at 665 S. Apollo Blvd., Melbourne, FL. THMIH also
owns the real estate leased to the optometry centers at 250 N.
Courtenay Pkwy., Merritt Island, FL and 214 E. Marks St., Orlando,
FL.
Medical City Eye Center has been serving East Central Florida as
The Brevard Eye Center for over 28 years and serving Downtown
Orlando as Yager Eye Institute for over 50 years. Dr. Rafael
Trespalacios, an ophthalmologic surgeon, is the 100% owner of
Brevard Eye Center, et al.
Brevard Eye Center, et al., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-01828 to
17-01831) on March 21, 2017. The petitions were signed by Dr.
Trespalacios, as president. At the time of the filing, each debtor
estimated its assets at $1 million to $10 million and liabilities
at $10 million to $50 million.
The Debtors are represented by Geoffrey S. Aaronson, Esq., and
Tamara D. McKeown, Esq., at Aaronson Schantz Beiley P.A.
No official committee of unsecured creditors has been appointed.
CAESARS ENTERTAINMENT: Reaches $126M Settlement with Insurers
-------------------------------------------------------------
BankruptcyData.com reported that Caesars Entertainment Operating
Company filed with the U.S. Bankruptcy Court a motion to approve a
compromise and settlement agreement by and among Caesars
Entertainment Operating Company (CEOC), Caesars Entertainment
Corporation (CEC) and designate insurers under certain management
liability insurance policies (collectively, "Settling Insurers")
concerning the resolution and release of certain claims covered
under certain policies. The motion explains, "The Settlement
Agreement between Caesars and the Settling Insurers resolves a
multiparty dispute concerning $140 million in coverage under
Caesars' director and officer insurance policy arrangement.
Pursuant to the Settlement Agreement, the Settling Insurers have
agreed to pay, in cash, 90 percent of the contracted-for coverage
amounts under the respective policies. In exchange, Caesars has
agreed to relieve the Settling Insurers from any further
obligations to Caesars under the insurance policies. This $126
million cash settlement is a vital part of the Debtors' confirmed
plan of reorganization and underlies both the cash distributions to
creditors and, because cash is fungible, the cash at Caesars that
underlies the value of the equity being distributed to the Debtors'
creditors under the Plan. Thus, entry into and approval of the
Settlement Agreement is a key milestone as the Debtors work towards
emergence from bankruptcy protection. Accordingly, for these
reasons and the reasons set forth herein, the Debtors submit that
the Settlement Agreement is fair and reasonable to their estates
and should be approved."
The Court scheduled a September 13, 2017 hearing to consider the
settlement, with objections due by September 6, 2017, according to
BankruptcyData.com.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent.
Judge Benjamin Goldgar presides over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CALHOUN SATELLITE: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------------
Calhoun Satellite Communications, Inc., and Transmission Solutions
Group, Inc., seek authorization from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to use cash collateral.
The Debtors currently operate a satellite transmission business
located at 1007 Old Route 119, Hunker, PA 15639, among other
things, provides satellite transmission services for network and
cable television companies.
Essentially all the assets of the Debtors existing as of the
commencement of this reorganization proceeding were subject to
prepetition security interests and rights of Newtek Small Business
Finance, LLC to secure the indebtedness of both Debtors, which the
Debtors estimate was in the amount of $4,700,000.
The Debtors anticipate that Newtek will permit the use of said
prepetition assets for post-petition purposes assuming the
provision of adequate protection is secured through Order of the
Court granting Newtek a security interest on all assets of the
Debtors.
Newtek is will granted a valid, perfected and enforceable security
interest in and upon all of the Debtors' tangible and intangible
personal property, whether owned or existing on the date of
commencement of the present proceedings or thereafter acquired or
arising, in all equipment, services, products and proceeds of said
property in interest.
As further adequate protection, the Debtors will continue to make
payments to Newtek in an amount equal to the interest payments only
required by the Loan Documents. In addition, the Debtor immediately
will bring current all interest in arrears under the Loan
Documents.
Accordingly, the Debtors assert that it is necessary and critical
to the continued operation of the Debtors' satellite transmission
business that the Court issues an Order authorizing the use of cash
collateral.
A full-text copy of the Debtors' Motion, dated August 22, 2017, is
available at https://is.gd/gycrfa
About Calhoun Satellite Communications
Calhoun Satellite Communications, Inc., operates a satellite
transmission business. Meanwhile, Transmission Solutions Group,
Inc., was formed solely to hold Calhoun's stock. All of
Transmission's creditors hold identical claims against Calhoun.
Calhoun and Transmission sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-23389) on Aug.
22, 2017. Kevin Husband, its president, signed the petitions.
The Debtors estimated assets of less than $50,000 and liabilities
of $1 million to $10 million.
CAMBER ENERGY: Receives Non-Compliance Notice From NYSE American
----------------------------------------------------------------
Camber Energy, Inc., was notified by the NYSE American on Aug. 22,
2017, that the Company was not in compliance with certain of the
Exchange's continued listing standards as set forth in Section 1007
of the NYSE American Company Guide for failing to timely file its
Form 10-Q for the period ended June 30, 2017.
Under the rules in the Company Guide, the Company will have six
months from the Filing Delinquency Date to file the Delinquent
Report as well as subsequent reports to regain compliance. The
Company's management will continue its analysis on its plans
regarding its Delinquent Financials.
The Company also reports that on Aug. 25, 2017, its wholly owned
subsidiary CATI Operating LLC received a notice of default from its
lender. The letter demands that the full amount borrowed plus
interest and outstanding fees, a total of $8,950,000, was due as a
result of the loan maturity. CATI has a cure period until
Sept. 11, 2017. The loan is non-recourse to the Company. The
Company is evaluating its plans on the CATI default.
Additionally, Camber has announced that it has closed its Houston
office and moved its corporate headquarters to 4040 Broadway
Street, Suite 425 San Antonio, Texas 78209.
The Company further announced that as it attempts to advance its
cost-cutting initiatives and revenue enhancing objectives, the
Company is continuing to evaluate all strategic alternatives.
About Camber Energy
Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) --
http://www.camber.energy/-- is a growth-oriented, independent oil
and gas company engaged in the development of crude oil and natural
gas in the Austin Chalk and Eagle Ford formations in south Texas,
the Permian Basin in west Texas, and the Hunton formation in
central Oklahoma.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016. As of March
31, 2017, Camber Energy had $39.85 million in total assets, $50.42
million in total liabilities and a total stockholders' deficit of
$10.56 million.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CAREFOCUS CORP: Asks for Court Approval to Use Cash Collateral
--------------------------------------------------------------
CareFocus Corporation seeks permission from the U.S. Bankruptcy
Court for the District of Minnesota to use cash collateral.
A final hearing on the Debtor's request is set for 11:15 a.m. on
Sept. 19, 2017. Any response to the Sept. 19 Final Hearing must be
filed by Sept. 14, 2017.
The Debtor's pre-bankruptcy assets are subject to tax liens in
favor of the Internal Revenue Service. The IRS is owed $130,000 to
$140,000. This sum consists of taxes being paid on an installment
basis pursuant to the Debtor's earlier Chapter 11 cases.
The Debtor tells the Court that it will suffer irreversible and
irreparable harm if it is not able to use cash collateral. The
expenditures the Debtor proposes to make between the preliminary
hearing on the Debtor's Motion and the Final Hearing are
approximately $254,000. The bulk of these funds are two payrolls
due Aug. 25, 2017, and Sept. 8, 2017. Each of the payrolls, as a
gross expenditure, is in the approximate amount of $113,000 which
is $104,00 in gross wages and approximately $9,00 for employer
related taxes associated with each payroll. If the Debtor is
unable to make its payroll it will not be able to operate its
business. In addition, the Debtor needs to spend approximately
$8,670 for insurance payments for workers' compensation and health
insurance. Those insurance payments are described in the Debtor's
cash flow projections. The Debtor anticipates generating revenues
in the amount of $294,529 between the date of the case filing and
the date of the final hearing on the cash collateral use. The
Debtor's assets will be increasing by approximately $40,000 during
the requested interim use of cash collateral. They will not erode.
On an interim basis, the Debtor proposes to grant a replacement
lien to the Internal Revenue Service in the Debtor's cash
collateral and assets, which replacement lien will have the same
priority, dignity and effect as the prepetition lien held by that
creditor. In addition, the Debtor does not intend nor is seeking
to encumber any bankruptcy causes of action.
A copy of the Debtor's motion is available at:
http://bankrupt.com/misc/mnb17-32654-7.pdf
About CareFocus
Headquartered in Saint Paul, Minnesota, CareFocus Corporation filed
for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No.
17-32654) on Aug. 18, 2017, estimating its assets at between
$100,001 and $500,000 and liabilities at between $500,001 and $1
million. Steven B. Nosek, Esq., at Steven B. Nosek, P.A., serves
as the Debtor's bankruptcy counsel.
The Debtor previously filed chapter 11 reorganization pleadings in
2010 and 2013. Both cases were filed because of the Debtor's
failure to make timely payments of State and Federal withholding
taxes and timely payments of State Unemployment taxes. The Debtor
proposed Plans of Reorganization in both cases, which Plans of
Reorganization were confirmed by the Court. The 2010 and 2013
cases were previously closed by court orders. The present case
filed is due to set-offs made against the Debtor by the US States
Department of Treasury. In the last eight to nine weeks, the
Department of Treasury has set-off funds payable to the Debtor by
the Veterans Administration and retained those funds. The amount
is in excess of $104,000. That has caused the Debtor to experience
extreme cash flow problems and default on payments to the Internal
Revenue Service, the MN Department of Revenue and the MN Department
of Economic Security.
CASHMAN EQUIPMENT: Sept. 13 Evidentiary Hearing on Sale of Vessels
------------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts held a status conference on Cashman
Equipment Corp.'s sale of vessels in the ordinary course of
business.
The evidentiary hearing has been continued to Sept. 13, 2017 at
2:00 p.m.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed bare-bones
Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on
June 9, 2017. The petitions were signed by James M. Cashman, the
Debtors' president. Mr. Cashman also commenced his own Chapter 11
case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel, according to Mr. Cashman's
petition.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CECIL BANCORP: Seeks to Modify Plan of Reorganization
-----------------------------------------------------
BankruptcyData.com reported that Cecil Bancorp filed with the U.S.
Bankruptcy Court a motion to modify the Company's Plan of
Reorganization. The motion explains, "Under the Plan, only two
classes of creditors are eligible to cast ballots, Class 1 - the
TruPS Holders and Class 5 - the United States Treasury as the
holder of certain interests under the Troubled Asset Relief Program
('TARP'). On the Closing Date, the holders of Allowed TruPS Claims
shall convey their interest in the TruPS Securities to the Debtor
in consideration of payment of the Class 1 Legal Fee Allowance and
their pro rata share of the greater of a) $1,000,000 or b) the
Auction Proceeds." Objections to the Plan and any final objections
to the Disclosure Statement are due by September 29, 2017. The
Debtor requests that the Court confirm the Debtor's Plan, with the
modifications set forth in paragraph 10, at the October 3, 2017
confirmation hearing.
About Cecil Bancorp
Cecil Bancorp, Inc. (OTC:CECB) is the direct parent of Cecil Bank,
a Maryland commercial bank with 52 employees, a main branch, 8
branch locations, and a corporate/loan office. As of March 31,
2017, the Bank -- http://www.cecilbank.com/-- has total assets of
approximately $211 million, outstanding loans of $94 million and
total deposits of $154 million. Cecil Bancorp also owns 100% of
the stock of Cecil Bancorp Capital Trust I ("Trust I") and Cecil
Bancorp Capital Trust II ("Trust II" and together with Trust I, the
"Trusts"), which are Delaware statutory trusts that were
established for the sole purpose of issuing capital securities.
Cecil Bancorp, Inc., filed a Chapter 11 petition (Bankr. D. Md.
Case No. 17-19024) in Baltimore, Maryland, on June 30, 2017.
Terrie G. Spiro, president and chief executive officer, signed the
petition.
The Debtor disclosed $7.64 million in total assets and $21.18
million in total liabilities. The Debtor valued its 100% ownership
in Cecil Bank at $3.755 million and its 100% ownership in Cecil
Bancorp Capital Trusts I and II at $527,000. The Debtor doesn't
have any secured debt and all its unsecured debt are comprised of:
$62,700 owing to Cecil Bank and $12.098 million and $9.026 million
owing to Wilmington Trust Company.
The Hon. Robert A. Gordon oversees the case.
The Debtor tapped Nelson Mullins Riley & Scarborough LLP as
counsel; and Teneo Securities, Inc., and Hovde Group, LLC.
* * *
The Debtor on the Petition Date filed a Chapter 11 Plan of
Reorganization and Disclosure Statement. The Debtor's Chapter 11
plan exclusivity expires Oct. 30, 2017.
CHARIOTS OF PALM: Has Court's Interim Nod to Use Cash Collateral
----------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has granted Chariots of Palm Beach,
Inc. and H&S, Inc., interim authorization to use cash collateral on
an interim basis to Aug. 29, 2017.
As reported by the Troubled Company Reporter on Aug. 28, 2017, the
Debtors requested entry of interim and final orders authorizing the
use of Cash Collateral for the sole purpose of remitting payment to
Chase Auto Finance in the amount of $59,438 plus $5.50 per diem
until date of actual payment and granting such other and further
relief as is just and proper.
The Debtors are authorized to use cash collateral to pay all of its
post-petition expenses in the ordinary course in compliance with
the notice of filing of updated 13-week budget as well as
applicable U.S. Trustee fees, through and including Aug. 29, 2017.
No payments will exceed the line items on the Budget by an amount
exceeding 10% of each line item, and the aggregate of payments will
not exceed 5% of the available funds, which were represented to be
approximately $ 516,442.
Pending any subsequent hearing on use of cash collateral, the
Debtors are authorized to sell vehicles from inventory in the
ordinary course at fair market value unless otherwise agreed-to by
the creditor that financed the purchase of the vehicle or any other
impacted secured creditor. The lien rights of all affected
creditors shall attach to the proceeds of any such vehicle sale and
proceeds will be deposited in the DIP account held by the proposed
Chief Restructuring Officer, Michael Phelan, pending further order
of the Court.
The secured parties are required to cooperate fully in the transfer
of title to the purchasers of Debtors' inventory as follows:
a. following the prepetition and postpetition sale of any and
all vehicle(s), Debtors will e-mail to counsel for the
Secured Parties a "sales report package", including, but
not limited to any and all executed Bill(s) of Sale,
executed Purchase Order(s) and any other pertinent
documents relating to the transaction(s);
b. upon presentation of an executed Bill of Sale and Purchase
Order and other related transaction documents for any
particular vehicle sufficient to establish to the
satisfaction of the title holder (i) that the sale was to
an ordinary course purchaser, and (ii) of the payment and
receipt of the entirety of the requisite purchase funds,
the holder of the original title for vehicle will cause
the original title to be released to the proposed Chief
Restructuring Officer, Michael Phelan for processing and
transfer to the purchaser, free and clear of all claims or
liens;
c. liens will attach to both pre-petition and post-petition
sale proceeds in the same manner and priority as they
existed prior to the sale. Proceeds will be held by the
CRO pending determination of lien and priority of lien
rights. The procedures employed will not adversely affect
or impair any of the secured parties' respective lien
rights; and
d. pending any subsequent hearing(s) on use of cash
collateral, Debtors are authorized to complete the
prepetition sales of vehicles (whether the sale was a cash
transaction or otherwise) from any type of inventory
(consigned or otherwise) in the ordinary course of the
Debtors' business at no less than fair market value to a
bona fide purchaser, subject to providing the affected
secured parties with evidence satisfactory to them (i)
that the sale was to an ordinary course purchaser, and
(ii) of the payment and receipt of the entirety of the
requisite purchase funds, including, but not limited to,
executed Purchase Orders, Bills of Sale and proof of
receipt of the sale proceeds, financing proceeds or
otherwise.
A hearing on the Debtors' continued use of cash collateral was
scheduled for Aug. 29, 2017.
A copy of the Order is available at:
http://bankrupt.com/misc/flsb17-19455-91.pdf
About Chariots of Palm Beach
Chariots of Palm Beach, Inc. -- http://www.chariotsofpb.com/-- is
an exclusive dealer of luxury cars, both used and new. The Company
also offers for rent luxury automobiles. Based in West Palm Beach,
Florida, Chariots of Palm Beach filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-19455) on July 27, 2017. The petition was
signed by Charles Sharoubim, president. The Debtor estimated $1
million to $10 million in total assets and $10 million to $50
million in total liabilities. The Hon. Paul G. Hyman, Jr.,
presides over the case. Steven S Newburgh, Esq., at McLaughlin &
Stern, LLP, serves as counsel to the Debtor.
CHELSEA CRAFT: Taps Pick & Zabicki as Transactions Counsel
----------------------------------------------------------
Chelsea Craft Brewing Company, LLC seeks authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Pick & Zabicki LLP as its special transactions counsel,
effective August 8, 2017.
The Debtor requires Pick & Zabicki to:
(a) provide legal advice with respect to any sale or other
disposition of the Debtor's business assets;
(b) negotiate the terms of any sale or other disposition of
the assets;
(c) prepare all agreements and documents relating to any sale
or other disposition of the assets;
(d) assist the Debtor with obtaining the Court's approval of
any sale or other disposition of the assets, including
attending any related Court hearings;
(e) assist the Debtor in consummating any sale or other
disposition of the assets, including preparing the
documents necessary to effectuate a closing and
representing the Debtor at the closing; and
(f) such other legal services as may be required and/or deemed
to be in the interest of the Debtor in connection with any
sale or other disposition of the assets.
Pick & Zabicki will be paid at these hourly rates:
Douglas J. Pick $425
Attorneys $350 - $425
Pick & Zabicki will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas J. Pick, a member of Pick & Zabicki, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Pick & Zabicki can be reached at:
Douglas J. Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
Fax: (212) 695-6007
E-mail: dpick@picklaw.net
About Chelsea Craft Brewing Company
An involuntary Chapter 7 bankruptcy petition was filed against
Chelsea Craft Brewing Company, LLC (Bankr. S.D.N.Y. Case No.
17-11459) on May 25, 2017. The petitioning creditors Valerie
Alexander, Bart Alexander, Joanne Perona and Barbara A. Phelps are
represented by Michael T. Sucher, Esq.
Judge Sean H. Lane, who presides over the case, entered an order
for Relief on July 28, 2017. The Court also entered an order
converting the case to Chapter 11.
Chelsea Craft Brewing hired Morrison Tenenbaum, PLLC as its
bankruptcy counsel and Pick & Zabicki LLP as its special
transactions counsel.
CHERRY GROWERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cherry Growers, Inc.
6331 US 31 South
Grawn, MI 49637
Type of Business: Cherry Growers, Inc., operates as a fruit
processor in Michigan. It offers apples, sweet
and tart cherries, juices, dried fruits, apple
sauces, and pie fillings. The company also
provides apple rings, shelf stable juices,
puddings, and cheese sauces; assortments of
applesauce and shelf stable juices; and frozen
cherries and apples. It offers its products for
schools, restaurants, and buffets through its
retail outlet store. Cherry Growers, Inc., was
founded in 1939 and is based in Grawn, Michigan.
Chapter 11 Petition Date: August 31, 2017
Case No.: 17-04127
Court: United States Bankruptcy Court
Western District of Michigan (Grand Rapids)
Judge: Hon. Scott W. Dales
Debtor's Counsel: Perry G. Pastula, Esq.
DUNN, SCHOUTEN & SNOAP, P.C.
2745 DeHoop Avenue SW
Wyoming, MI 49509
Tel: (616) 538-6380
E-mail: bankruptcy@dunnsslaw.com
ppastula@dunnsslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Eric MacLeod, president and general
manager.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb17-04127.pdf
CHRESTOTES INC: Wants to Spent $27K in Rental Income on Repairs
---------------------------------------------------------------
Chrestotes, Inc., asks for permission from the U.S. Bankruptcy
Court for the Central District of California to spend $27,000 in
rental income to replace the roof and make other related repairs to
real property located at 820 Mesita, Place, Fullerton, California.
A hearing on the Debtor's request will be held on Sept. 14, 2017,
at 11:00 a.m.
The Debtor wants to use estate property for a non-ordinary course
transaction and authorizing the use of rental income for that
purpose. The Debtor proposes to uses $27,000 in rental income to
replace a badly damaged roof and make other repairs to the property
located at 820 Mesita Avenue, Fullerton, California.
The Debtor's only source of income is rental income from the
properties. The Debtor has no other resources with which to make
the repairs. For that reason, the Debtor seeks leave to use rental
income derived from the Property to make necessary repairs on the
Property. The Debtor is not proposing to use rental income from
either of its other two properties to pay for the repairs on the
Property.
The Property is rented to Debtor’s principals, Raul Manuel
Valdivia and Dolly Valdivia who pay $4,500/month in rent. The
Debtor believes that this represents a market rental rate for the
neighborhood. Rent has been paid since July 1, 2017, when this
case was filed.
The Debtor believes the value of the Property is $1,050,000.
The Debtor says that even if JP Morgan Chase Bank, N.A., has an
interest in the rental income, the value of the Property will
certainly decrease if the roof is not replaced before the rainy
season starts. For the others holding junior Deeds of Trust, the
amount owed to Chase almost certainly exceeds the value of the
Property.
Accordingly, they would have no lien on the Property itself. They
might have a lien only on the rental income, but unless the repairs
are made and made quickly, the stream of rental income will
necessarily come to an end. Their best hope of protecting an
ongoing stream of rental income is by allowing the repairs to be
made.
The proposed repairs directly relate to, and benefit the Property.
Proper maintenance of the Property preserves the value of the
Property and the corresponding stream of rental income.
A copy of the Debtor's motion is available at:
http://bankrupt.com/misc/cacb17-12660-39.pdf
About Chrestotes, Inc.
Chrestotes, Inc., owns 3 single family residences. It rents those
three properties for fair rental value which is virtually its only
source of income. Chrestotes also owns and receives rent for a
vehicle.
Chrestotes filed a Chapter 11 bankruptcy petition (Bankr. C.D.Cal.
Case No. 17-12660) on July 1, 2017, disclosing total assets of
$3.12 million and total liabilities of $4.92 million. The petition
was signed by Dolly Valdivia, secretary.
The Hon. Scott C. Clarkson presides over the case.
The Law Offices of David A. Tilem represents the Debtor as counsel.
CIRCLE Z: Valor Energy Buying Two Pump Trailers for $1.1 Million
----------------------------------------------------------------
Circle Z Pressure Pumping, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Texas to authorize the sale of 2001 Stewart
& Stevenson FT-2251 Pump Trailer, Vin FT225168737000105 ("Unit
129"), for $650,000; and 2001 SWTR Portable Tandem Axle Pump
Trailer, VIN 1S9X038201H434080 ("Unit 130") for $450,000, to Valor
Energy Services, LLC.
Objections, if any, must be filed within 21 days from the date of
service.
Among the items of equipment which are presently a part of the
bankruptcy estate, the Debtor owns Pump Units. Unit 129 is with
2010 SPM QWS-2500 Quintuplex Pump S/N G0110-4548 w/ Fluid End p/b
Detroit 12V4000 Diesel Engine with Hydraulic Starter, Horizontal
Cooler, Allison transmission, Rolligon Controls, Hydraulic Pumps,
two fuel tanks, one hydraulic tank, manual landing gear, air ride,
air brakes, 11R22.5 tires, 10-Hole BUDD Wheels, TX 026C-313. Unit
130 is with SPM Triplex Pump p/b Cummins QTA45-C Diesel Engine S/N
33150378 with hydraulic starter, horizontal cooler, Allison
transmission, hydraulic pumps, two fuel tanks, one hydraulic tank,
manual landing gear, air ride, air brakes, 80R22.5 Tires, 10-Hole
BUDD Wheels, TX 026-C132 (missing pump fluid end).
BancorpSouth Bank holds a first and valid security interest in Pump
Units 129 and 130 described. Austin Bank holds a second and valid
security interest in said Pump Units. Rusk County, Texas
(collecting for the Tatum Independent School District) and Panola
County, Texas (collecting for all other taxing entities assessing
taxes on said Pump Units) hold statutory tax liens to secure the
collection of due and unpaid property taxes assessed against said
Pump Units.
The claim of BancorpSouth Bank secured by its lien against said
Pump Units is approximately $1,291,807. According to its proof of
claim filed in the case, the tax liens asserted by Rusk County,
Texas against all personal property of the Debtor total $169,991.
According to its proof of claim filed in the claim, the tax liens
asserted by Panola County, Texas against personal property of the
Debtor total $108,223. The values of the Pump Units proposed for
sale do not exceed the claims of BancorpSouth Bank, Panola County,
and Rusk County.
Upon information and belief, the Debtor believes the various
secured creditors holding liens against the Pump Units will all
consent to the sale of them to the Purchaser for the prices
described free and clear of all liens, encumbrances, claims, and
interests, with their interests attaching to the net proceeds of
the sale.
The Purchaser has agreed to purchase Pump Unit 129 for the amount
of $650,000 and has indicated its willingness to purchase Pump Unit
130 for the amount of $450,000.
A sound business purpose exists for the proposed sale of the Pump
Units described above based upon a business judgment standard.
First, based upon the familiarity of the Debtor's management with
prices presently being paid for used equipment such as the two Pump
Units, the prices for the Pump Units are well within the range of
prices being paid for similar equipment at private sale. Second,
the projected operations of Debtor after confirmation of its Plan
of Reorganization do not require the use of the Pump Units
described above. Third, the sale of the Pump Units for the prices
proposed will significantly reduce the debt owed to BancorpSouth
Bank and would allow balance of its debt to be paid over time under
the terms of the Plan, which will then aid in the generation of
excess cash flow to be used in payments to unsecured creditors
under the proposed Plan of Reorganization. Accordingly, the Debtor
asks the Court to approve the relief sought.
The Debtor asks that the Court waives the 14-day stay under
Bankruptcy Rule 6004(h). Due to the need expressed by the
Purchaser for the Pump Units, the Debtor desires to be able to
close the sale as soon as possible after the entry of the order
authorizing the sale of the Pump Units.
The Purchaser:
VALOR ENERGY SERVICES, LLC
14025 N. Eastern Ave., Unit 1303
Edmond, OK 73013
About Circle Z Pressure Pumping
With corporate headquarters and home office is located in Longview,
Panola County, Texas, Circle Z Pressure Pumping, LLC, is
exclusively in the oil and gas industry, rendering services in the
hydraulic fracturing of formations to enhance the recovery of oil
and gas. Circle Z's managing member, David Powell, has been with
Circle Z since its formed.
Circle Z Pressure Pumping filed a Chapter 11 petition (Bankr. E.D.
Tex. Case No. 16-60633) on Oct. 11, 2016. The petition was signed
by David Powell, member. The Debtor is represented by Michael E.
Gazette, Esq., at the Law Offices of Michael E. Gazette. The
Debtor estimated assets and debt of $10 million to $50 million at
the time of the filing.
CONCORDIA INTERNATIONAL: Will Release DELIVER Strategy on Sept. 6
-----------------------------------------------------------------
Concordia International Corp. intends to disclose the details of
DELIVER, its long-term growth strategy, on Wednesday, Sept. 6,
2017, at 8:30 am ET. The Company intends to communicate the
details of its DELIVER strategy via conference call and webcast.
The call and corresponding webcast will be presented by Mr. Allan
Oberman, Concordia's chief executive officer, and other senior
management.
Conference call dial-in information and webcast details will be
communicated by press release on Wednesday, Sept. 6, 2017, at 7 am
ET. Dial-in information and webcast details will also be available
on the Company's website (www.concordiarx.com/investors/events) in
the Investors section under the Events tab.
A replay will be available thereafter.
About Concordia
Based in Canada, Concordia International Corp (NASDAQ:CXRX,
TSX:CXR) -- 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 June 30, 2017, Concordia had
US$2.61 billion in total assets, US$4.02 billion in total
liabilities and a total shareholders' deficit of US$1.41 billion.
* * *
In July 2017, Moody's Investors Service downgraded the ratings of
Concordia International Corp. including the Corporate Family Rating
to 'Caa3' from 'Caa1'. The downgrade reflects ongoing operating
headwinds in Concordia's core businesses, combined with very high
financial leverage. Moody's believes there is elevated risk of a
debt restructuring or a distressed exchange. Concordia's
debt/EBITDA will exceed 9.0x, limiting the flexibility to pursue
growth initiatives needed to reverse operating declines.
As reported by the TCR on May 26, 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.
CORNERSTONE APPAREL: Wants Plan Exclusivity Extended to Jan. 2018
-----------------------------------------------------------------
Cornerstone Apparel, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to extend the exclusive periods to
file a plan of reorganization and obtain acceptances thereof for
approximately 90 days, to and including Jan. 18 and March 19, 2018,
respectively.
A hearing on the Debtor's request will be held on Sept. 19, 2017,
at 11:00 a.m.
The Debtor's exclusive periods to file a plan and obtain
acceptances thereof are presently slated to expire on Oct. 13 and
Dec. 12, 2017, respectively, absent an extension.
As of the Petition Date, the Debtor owned and operated more than 80
retail stores located in shopping malls and shopping centers
throughout the U.S. As part of its "first-day" emergency motions,
on the Petition Date, the Debtor filed a motion seeking court
authority to reject the unexpired real property leases for eight of
the Debtor's retail stores and 22 vacated store sites, effective as
of June 30, 2017. That request was granted by the Court on June
21, 2017. On Aug. 4, 2017, the Debtor filed a second motion
seeking Court authority to reject the unexpired real property
leases for two of the Debtor's retail stores, effective as of Aug.
31, 2017, which motion was set for hearing on Aug. 29, 2017. If
that request is granted by the Court, the Debtor will be left with
unexpired real property leases for a total of 78 remaining retail
stores.
The Debtor says that while it has performed detailed analyses of
the 78 retail stores which are the subject of the remaining leases
to determine which of the retail stores are profitable and which of
the retail stores are not profitable and therefore must be closed.
The Debtor has also engaged in negotiations with many of the
landlords to try to obtain rent concessions which would reduce rent
to a level that would render currently underperforming retail
stores profitable, the Debtor requires additional time to complete
its analysis and negotiations.
The Debtor believes that it may not be in a position to make its
final decisions regarding the assumption or rejection of the 78
remaining leases by Oct. 13, 2017, the current deadline by which
the Debtor is required to assume or reject its unexpired
non-residential real property leases. The Debtor has filed
concurrently a motion seeking the entry of an order extending the
deadline by which the Debtor must assume or reject the 78 remaining
leases, for a period of 90 days, from Oct. 13, 2017, through and
including Jan. 11, 2018.
The Debtor states that given the retail nature of its business, the
future of many, if not all, of the Debtor's remaining retail stores
and its ultimate reorganization strategy in this case hinge upon
its evaluation of the remaining retail stores and negotiations with
its landlords. While the Debtor has undertaken the process of
evaluating the financial performance of its remaining retail stores
and negotiating with its landlords for rent concessions and other
lease modifications, it believes that it may not be able to
complete the evaluation and negotiations, and then formulate and
file a Plan, within its current exclusive period for filing a
Plan.
To formulate a Plan that is feasible, the Debtor says it requires
additional time to allow the claims bar date -- which the Court has
established as Sept. 30, 2017, in the Debtor's case -- to pass and
to carefully analyze the amount, validity, and extent of the claims
asserted against the Debtor which must be addressed in the Plan.
The Debtor assures the Court that its request for extensions of its
Plan exclusivity periods in this case is being made in good faith
and is not being made for the purpose of pressuring creditors into
acceding to certain plan terms. On the contrary, the Debtor is
motivated by its desire to pursue a consensual Plan, for the
benefit of all of its creditors, in an orderly fashion and with
minimal expense to the estate. The Debtor does not have any
interest in delaying its bankruptcy case any longer than absolutely
necessary. However, the Debtor submits that it is neither
efficient nor cost-effective to require the Debtor to file a Plan
by the current exclusivity deadline given the open issues.
About Cornerstone Apparel, Inc.,
d/b/a Papaya Clothing
Cornerstone Apparel, Inc., which operates a chain of apparel stores
under the name Papaya Clothing, filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 17-17292) on June 15, 2017.
The petition was signed by Tae Y. Yi, president. The Debtor
estimated assets of $1 million to $10 million and debt of $10
million to $50 million.
Papaya Clothing -- http://www.papayaclothing.com/-- caters to
teens, juniors and the "young at heart", and focuses on the 16 to
25 year old age group. Papaya is headquartered in Commerce,
California, and had a workforce of 1,300 employees at the time of
the bankruptcy filing. As of June 15, 2017, Papaya owned and
operated more than 80 retail stores located shopping centers and
malls throughout the United States.
Judge Vincent P. Zurzolo presides over the case. Levene, Neale,
Bender, Yoo & Brill L.L.P. represents the Debtor as bankruptcy
counsel. The Debtor hired the Law Offices of Steven C. Kim &
Associates as its special counsel. Rust Consulting/Omni
Bankruptcy, a division of Rust Consulting, Inc., as claims noticing
and balloting agent.
COTY INC: S&P Lowers CCR to 'BB' Following Operational Misses
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Coty Inc.
to 'BB' from 'BB+'. The outlook is stable.
S&P said, "At the same time, we lowered the ratings on the
company's senior secured credit facilities to 'BB+' from 'BBB-'.
The recovery ratings remains unchanged at a '2', reflecting our
expectation for substantial (70%-90%; rounded estimate 70%)
recovery for lenders in case of a payment default.
"The downgrade reflects our expectation that it will take longer
for Coty to reposition the P&G beauty assets it acquired in October
2016 and that adjusted leverage will remain elevated because of a
combination of weakness in the mass channel and Coty's need to
revitalize its brands, especially the ones that compete in the mass
channel.
"The stable outlook on Coty reflects our expectation that
management will stabilize and grow the acquired P&G beauty assets
as it has put in place initiatives to better merchandise the brands
and management has a history of developing new products and
successfully market them. In addition, we expect the company to
realize greater efficiencies from the former P&G brands, and
achieve cost reductions in its fiscal 2018. Our forecast
incorporates weakness in the first half of fiscal 2018 and that pro
forma adjusted leverage will decline to roughly 5.0x by year-end
fiscal 2018 from the mid-5.0x area at year-end fiscal 2017.
"We could lower our rating on Coty if it continues to encounter
difficulty in repositioning P&G's beauty business, resulting in the
company not being able to expand its EBITDA margin and reduce
leverage. If this were to occur, we could reconsider the business
risk. We could also lower the rating if the company's financial
policy becomes more aggressive such that it makes additional
debt-financed acquisitions and sustains adjusted leverage above
5.0x.
"We could raise our rating on Coty if it gains traction in
rebuilding the P&G brands, stemming its decline in market share,
demonstrating that it can maintain its strong market position in
the beauty category, and improve its profitability such that its
EBITDA margin expands to 20% or above resulting in it being able to
sustain adjusted leverage below 4.0x. We believe this is unlikely
over the next year given its recent weak operating performance."
CPB STATUTORY: Fitch Affirms BB- Trust Preferred Securities Rating
------------------------------------------------------------------
Fitch Ratings has affirmed Central Pacific Financial Corp's (CPF)
Long- and Short-Term Issuer Default Ratings (IDRs) at 'BBB-/F3'.
The Rating Outlook remains Stable.
KEY RATING DRIVERS
IDRS AND VR
The affirmation of CPF's ratings reflects its continued
demonstration of its sound risk appetite and risk management
framework that is in line with similarly rated banks. Management
continues to make progress on reducing the level of nonperforming
assets (NPAs) while incurring minimal credit costs. Additionally,
management has also made progress on various revenue and expense
initiatives that have improved CPF's earnings profile over the
course of the past year, in line with Fitch's expectations. The
Stable Outlook reflects Fitch's view that the bank's risk appetite
and underwriting standards will remain sound as it pursues further
loan growth to improve earnings and these standards will drive
asset quality in line with similarly rated banks.
CPF's core earnings profile remains a key ratings constraint
despite some improvement over the past few years. Fitch notes that
management's actions to target the expense base and grow loans have
improved pre-provision net revenue by 10% year-over-year during the
first half of 2017. Despite this, the overall level of returns
remains lower than higher rated peers, with return on average
assets (ROAA) below 1%. Returns have also been lifted by ongoing
reserve releases, which total 13% of pre-tax income over the past
ten quarters. As a result, Fitch continues to assess CPF's earnings
profile as a key constraint, though management is engaged on
several loan growth and expense initiatives that Fitch expects will
contribute incrementally to results moving forward.
Fitch also expects CPF to be able to take advantage of a rising
rate environment relatively more than some higher-rated peers given
its unique operating market, which should support its net interest
margin and earnings. During the last rate-tightening period between
2004 and 2007, CPF, along with other Hawaii-based banks, was able
to substantially lag deposit pricing compared to mainland banks.
While the ultimate behavior of depositors is not expected to
directly mirror past tightening cycles, Fitch expects CPF's
depositor base to behave very similarly given the rational
competition in Hawaii and the limited number of alternatives.
Fitch believes CPF's improved risk management practices support its
rating. The company has made significant investments to strengthen
its risk controls and systems and has established underwriting
standards that better align with its focus on its core Hawaii
market. CPF has also made significant progress in reducing its
NPAs, which now sit below peer averages at 0.65% as of June 30,
2017. Fitch also notes that this has been achieved while incurring
minimal net charge-offs (NCOs). The affirmation and Stable Outlook
reflect Fitch's expectation that NPAs and NCOs will remain in line
with ratings peers as a result of CPF's improvements in its risk
management processes.
CPF's improved risk management framework is particularly important
given the bank's significant loan growth, and this higher than peer
level of growth is viewed cautiously given the very competitive
environment banks currently face. Still, Fitch recognizes that
growth has primarily been derived from loan originations within
CPF's operating footprint while mainland lending remains
opportunistic and continues to decline as a percentage of the
portfolio. Fitch's expectation that growth will level off at the
mid-single-digits and continue to primarily be derived from
on-island opportunities is reflected in rating action.
Fitch believes CPF's liquidity and capital positions are supportive
of its ratings level, with the Common Equity Tier 1 Ratio (CET1) at
12.9% and the loan-to-deposit ratio at 73.8% as of June 30, 2017.
Due to loan growth and an expected total pay out ratio near 100%,
Fitch anticipates that CET1 may decline somewhat from current
levels. Additionally, the company has indicated it expects to
continue rotating its securities portfolio into loans, which would
reduce liquidity. Nevertheless, given the bank's solid capital and
liquidity levels, Fitch believes a moderate reduction is manageable
at CPF's rating level, in the context of its improved risk
appetite.
SUPPORT RATING AND SUPPORT RATING FLOOR
CPF has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, CPF is not systemically important and, therefore,
the probability of support is unlikely. The IDRs and VRs do not
incorporate any support.
TRUST PREFERRED SECURITIES
CPF's trust preferred stock rating has been affirmed at 'BB-' due
to the affirmation of CPF's VR. This rating remains three notches
below the VR in accordance with Fitch's assessment of the
instruments' non-performance and loss severity risk profiles.
HOLDING COMPANY
CPF IDR and VR are equalized with its operating company, Central
Pacific Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.
LONG- AND SHORT-TERM DEPOSIT RATINGS
CPF's uninsured deposit ratings at the subsidiary banks are rated
one notch higher than the company's IDR and senior unsecured debt
because U.S. uninsured deposits benefit from depositor preference.
U.S. depositor preference gives deposit liabilities superior
recovery prospects in the event of default.
RATING SENSITIVITIES
IDRS AND VR
CPF's ratings have limited upside potential within the Outlook
horizon due to the bank's relatively narrow franchise and business
model and lower earnings performance compared to higher rated
peers. The rating action incorporates Fitch's view that CPF will
moderately improve its earnings performance over the medium term
and assumes that asset quality will remain solid. Fitch also
expects that capital will decline moderately from the current
level. If asset quality and capital remain within expectations and
CPF's core earnings performance shows consistency at a level
displayed by higher-rated peers, there could be further upside to
CPF's ratings over a long-term time horizon.
A negative rating action could occur if asset quality metrics
deteriorate below peer averages or if Fitch observes the bank
weakening its underwriting standards materially in pursuit of loan
growth. Additionally, ratings would be sensitive should management
seek to bring the bank's mainland credit exposure back to the
levels leading up to the financial crisis. Furthermore, more
aggressive capital management practices that lead to the CET1 Ratio
falling below 11% could result in a negative rating action.
SUPPORT RATING AND SUPPORT RATING FLOOR
CPF's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption as to the bank's capacity to procure
extraordinary support in case of need.
TRUST PREFERRED SECURITIES
Trust preferred securities issued by CPF and its subsidiaries are
notched down from the VR of CPF in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles, which vary considerably.
Their ratings are primarily sensitive to any change in the VR of
CPF.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The ratings of long- and short-term deposits issued by CPF and its
subsidiaries are primarily sensitive to any change in the company's
IDR. This means that should a Long-Term IDR be downgraded, deposit
ratings could be similarly affected.
SUBSIDIARY AND AFFILIATED COMPANIES
If CPF became undercapitalized or increased double leverage
significantly there is the potential that Fitch could notch the
holding company IDR and VR down from the ratings of the operating
companies.
Fitch affirms the following ratings:
Central Pacific Financial Corporation
-- Long-term IDR at 'BBB-'; Outlook Stable;
-- Short-term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Support at '5';
-- Support Rating Floor at 'NF'.
Central Pacific Bank
-- Long-term IDR at 'BBB-'; Outlook Stable;
-- Short-term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Long-term Deposits at 'BBB';
-- Short-term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.
CPB Capital Trust I, II & IV
CPB Statutory Trust III & V
-- Trust preferred securities at 'BB-'.
CRAPP FARMS: Balmer Buying 2011 Wilson Cattle Trailer for $45K
--------------------------------------------------------------
Crapp Farms Partnership asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to authorize the sale of 2011 Wilson
cattle trailer to J. Robert Balmer for $45,000.
The Property of the Debtor's estate includes the Trailer it
formerly used in its fanning operations, which has a current fair
market value of $45,000.
The Trailer is subject to a properly perfected first position lien
in favor of Dubuque Bank & Trust ("DB&T"), pursuant to a note and
security agreement dated April 23, 2012 between DB&T and Tony D.
Crapp, a partner of the Debtor, and Crapp Farms Trucking, LLC, the
Debtor's related business entity.
The Debtor agrees and acknowledges that the Trailer is subject to
DB&T's properly perfected first position secured lien. It also
agrees and acknowledges that the Trailer is subject to various
properly perfected security agreements in favor of BMO Harris,
N.A., between the Debtor, its partners, and its related business
entities, which are subordinate to DB&T's first position secured
lien.
As of the Petition Date, the Debtor was obligated to DB&T in the
amount of $49,497, according to DB&T's proof of claim filed by DB&T
on July 12, 2017 as Proof of Claim Number 28-1. Alter crediting
the Debtor for post-petition adequate protection payments made to
DB&T, the Debtor is currently obligated to DB&T in the approximate
amount of $44,701, which payoff amount is valid through and
including Sept. 15, 2017.
The Debtor received a verbal offer to purchase the Trailer from the
Buyer, an unrelated third-party buyer, and they agreed to a
purchase price of $45,000. It proposes to sell the Trailer to the
Buyer, free and clear of liens, claims and encumbrances, with the
same to attach to the proceeds of the sale, and to distribute
proceeds of the sale to DB&T.
Prior to the Petition Date, because of the shared obligations to
various creditors, the partners of the Debtors' shared ownership,
and cohesion of the entities for a common business purpose, the
partners of the Debtor, its related business entities, and the
Debtor, entered into resolutions authorizing and approving
distribution of assets and assumption of liabilities from its
related business entities to its members, who in turn distributed
the assets to the Debtor.
The Debtor, its partners, and its related business entities and
DB&T are parties to several notes and security agreements related
to the purchase of other farm equipment in addition to the Trailer,
which notes and security agreements are subject to valid
cross-collateralization and cross-default provisions.
The Debtor believes that this sale is in its best interests, its
creditors, and the estate.
The Debtor asks the Court to remove the stay imposed by Federal
Rule of Bankruptcy Procedure 6004(h) which would otherwise stay the
sale for 14 days after its approval.
The Creditors:
BMO HARRIS BANK N.A
111 West Monroe Street
Chicago, IL 60603-4095
DUBUQUE BANK AND TRUST CO.
1398 Central Avenue
P.O. Box 778
Dubuque, IA 52001
About Crapp Farms Partnership
Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers. The
farming operation is located in Potosi, Wisconsin.
Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017. The
petition was signed by Darell C. Crap, partner.
At the time of the filing, the Debtor estimated its assets and debt
at $10 million to $50 million.
The case is assigned to Judge Catherine J. Furay.
The Debtor tapped Krekeler Strother, S.C., as Chapter 11 counsel.
J. David Krekeler, Esq.
Eliza M. Reyes, Esq.
Jennifer M. Schank, Esq.
Kristin J. Sederholm, Esq.
Krekeler Strother, S.C.
2901 West Beltline Highway, Suite 301
Madison, WI 53713
Tel: (608) 258-8555
Fax: (608) 258-8299
E-mail: jdkrek@ks-lawfirm.com
ereyes@ks-lawfirm.com
jschank@ks-lawfirm.com
ksederho@ks-lawfirm.com
On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by:
Matthew E. McClintock, Esq.
Goldstein & McClintock, LLLP
111 W Washington St., Ste 1221
Chicago, IL 60602
Tel: (312) 337-7700
Fax: (312) 277-2305
E-mail: mattm@goldmclaw.com
CROWN SPRING: New Plan Increases Monthly Payment to Procter Parties
-------------------------------------------------------------------
Crown Spring, Inc., d/b/a Retronix International, and Retronix
Semiconductor filed with the U.S. Bankruptcy Court for the Western
District of Texas a first amended disclosure statement regarding
its chapter 11 plan of reorganization, dated August 25, 2017.
The original disclosure statement and plan sought an injunction
against the collection of debt from specific nondebtors if the
debtor is co-liable on such debt. The debtor settled and resolved
its dispute with Semiserve, Inc., Stuart Proctor, and Kirsteen
Proctor which negated the need for an injunction in favor of the
stand-still provision contained within that settlement.
The terms of the Debtor's proposed Plan Settlement Term Sheet with
Proctor Parties are restated as follows:
(1) The payment schedule for the Proctor Parties in Class 4 will
be amended to reflect the following:
- The first payment for Class 4 (contemplated to be in
September 2017) and the March 2018 payment will be in the amount of
$200,000 each.
- The regular monthly payment for Class 4 will be increased to
$50,000 per month, except for the first payment and the March 2018
payment.
- The claim amount for Class 4 will be increased by $35,000 to
reflect accrued attorneys' fees incurred by the Proctor Parties.
- Interest on the Class 4 Claim will begin to accrue on the
date of the entry of the Proctor judgment of May 4, 2017.
- For purposes of clarification, the Allowed Class 4 Claim
will comprise of the Prepetition Judgment amount of $2,155,500.77,
interest accruing beginning May 4, 2017, at 10% per annum on the
unpaid principal amount of the Prepetition Judgment, and the
agreed-upon attorney fee amount of $35,000.
(2) Debtor and Retronix Semiconductor Limited, the Debtor's
Irish affiliate, will provide the Proctor Parties with monthly
financial reports and will certify that the reports are true and
correct to the best of the parties' knowledge. The signatories for
the Retronix Parties will be Anthony Boswell, Dennis Rooney, Matt
Sheridan and Kathryn Moran. Debtor and Retronix Parties shall
deliver the monthly financial reports to the Proctor Parties by the
last business calendar day of the month for the previous month.
Failure to provide timely monthly financial reports will constitute
a default under the plan.
(3) The answer date for the Proctor Parties to answer Adversary
Proceeding No. 17-1069 is extended until such time as the Debtor's
proposed plan is confirmed and the plan's effective date has
occurred. Should the Debtor's proposed plan not be confirmed, the
Proctor Parties will have 30 days from the date of the conversion
of the Debtor's case to Chapter 7 to file an answer.
(4) The Proctor Parties will be released from any and all
liability arising from Adversary Proceeding No. 17-1069 upon the
Effective Date of the confirmed Chapter 11 Plan. Upon plan
confirmation, the Proctor Parties receive a general release,
effective upon conversion or dismissal.
(5) The proposed plan's discharge of the Debtor will occur on
the effective date of the Plan.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txwb17-10723-40.pdf
About Crown Spring Inc.
Crown Spring, Inc., which conducts business under the names
Retronix International Inc. and Retronix Semiconductor, is a global
provider of engineering services and a general contractor company
serving the semiconductor and high-tech manufacturing industries.
The Debtor offers labor, equipment and facility support for some of
the world's leading OEMs and IDMs.
Based in Austin, Texas, the Debtor sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-10723) on
June 9, 2017. Anthony Boswell, president, signed the petition.
At the time of the filing, the Debtor estimated $1 million to $10
million in assets and liabilities.
Lynn Hamilton Butler, Esq., at Husch Blackwell LLP serves as the
Debtor's legal counsel.
Judge Christopher H. Mott presides over the case.
CRS REPROCESSING: Has Interim Nod to Use Cash Collateral
--------------------------------------------------------
The Hon. Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky has entered an agreed order authorizing CRS
Reprocessing, LLC's limited interim use of prepetition cash to fund
emergency expenses incurred between Aug. 18, 2017, through and
including Aug. 23, 2017.
The Debtor is authorized to use up to and including $100,000 of the
prepetition cash on hand to fund emergency expenses that arise
during the Bridge Period.
Any lender with a valid and perfected lien in the cash collateral
used to fund any payments made by the Debtor will be granted
(effective and perfected by operation of law without the necessity
of execution of security agreements, financing statements or other
agreements) replacement liens and additional security interests in
and liens upon the Debtor's postpetition cash collateral to the
extent of any payments. The replacement liens will have the same
priority as the valid and perfected prepetition date liens in the
cash collateral used to fund the foregoing payment.
A copy of the Order is available at:
http://bankrupt.com/misc/kywb17-32565-67.pdf
About CRS Reprocessing
CRS Reprocessing, LLC -- http://www.crs-reprocessing.com/-- is a
global partner in fluid reprocessing management, offering people,
technology and services to efficiently handle industrial fluids for
a variety of industries. With 30 years of expertise and operations
in the U.S., Europe and Asia, its custom-built, on-site
reprocessing facilities economically transform used fluids back to
customer-specified performance levels, allowing high-yield waste
recovery and lower unit costs.
CRS Reprocessing, LLC, based in Louisville, KY, filed a Chapter 11
petition (Bankr. W.D. Ky. Case No. 17-32565) on Aug. 9, 2017. The
petition was signed by Scott T. Massie, chief executive. In its
petition, the Debtor estimated $1 million to $10 million in assets
and $50 million to $100 million in liabilities. Lea Pauley Goff,
Esq., and Emily Pagorski, Esq., at Stoll Keenon Ogden PLLC, serve
as bankruptcy counsel.
CSM BAKERY: S&P Alters Outlook to Positive After Debt Repayment
---------------------------------------------------------------
Atlanta-based CSM Bakery Solutions LLC recently completed the sale
of its BakeMark distribution business, resulting in net proceeds of
EUR487 million. The company used proceeds to repay EUR413 million
of debt on its revolver and first-lien term loan, pay transaction
fees, and invest in the business.
S&P Global Ratings affirmed its corporate credit rating on CSM
Bakery Solutions LLC at 'CCC+' and revised the outlook to positive
from negative.
S&P said, "At the same time, we raised our issue-level rating on
the company's $850 million first-lien term loan due in 2020 to 'B-'
from 'CCC+' and affirmed the 'CCC-' issue-level rating on the $210
million senior secured second-lien term loan due in 2021. The '2'
recovery rating (revised from '3') on the first-lien term loan
indicates its improved recovery position given the large repayment
in 2017 (the outstanding balance was reduced to EUR 380 million
from EUR 704 million) and our expectation for substantial recovery
(70%-90%; rounded estimate 85%) in the event of a payment default.
The '6' recovery rating on the second-lien term loan indicates our
expectations for negligible (0%-10%; rounded estimate 0%)
recovery.
"Pro forma for the debt repayment, we estimate the company's
adjusted debt balance is roughly EUR 840 million as compared with
EUR 1.2 billion.
"The ratings affirmation reflects the company's still high debt
leverage. We forecast leverage near 9.5x pro forma for the sale of
BakeMark and debt reduction for 2017. Also, we still believe the
company's business operations remain vulnerable as EBITDA just
turned breakeven in the 12 month period ended July 1, 2017. EBITDA
was jolted by lost business and elevated costs from an unsuccessful
enterprise software rollout in fiscal 2016 in North America and the
incurrence of high restructuring costs. The ratings also reflect
the near-term maturity of the company's ABL in July 2018.
"The positive outlook reflects the possibility that we could raise
the ratings during next year if the company continues to improve
profitability through regaining lost business from 2016, new
customer wins, and cost savings. We also expect the company to be
able to extend the maturity of its ABL in early 2018 and make
progress towards improving cash flows and reducing leverage below
8x.
"We could lower the ratings or revise the outlook to stable if the
company is unable to extend the maturity of its ABL in the first
half of 2018 or is unable to continue regaining customers,
resulting in lower than expected EBITDA and further constrained
liquidity."
CUMULUS MEDIA: Posts $5.7 Million Net Income in Second Quarter
--------------------------------------------------------------
Cumulus Media Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $5.67 million on $290.53 million of net revenue for the three
months ended June 30, 2017, compared to net income of $1.06 million
on $287.19 million of net revenue for the three months ended June
30, 2016.
For the six months ended June 30, 2017, Cumulus Media recognized a
net loss of $1.72 million on $554.56 million of net revenue
compared to a net loss of $13.36 million on $555.72 million of net
revenue for the six months ended June 30, 2016.
As of June 30, 2017, the Company had $2.40 billion in total assets,
$2.89 billion in total liabilities and a total stockholders'
deficit of $491.81 million.
The Company reported Adjusted EBITDA of $67.4 million for the three
months ended June 30, 2017, which was up 6.7% from the three months
ended June 30, 2016. For the six months ended June 30, 2017, the
Company reported Adjusted EBITDA of $106.1 million which was up
1.0% from the six months ended June 30, 2016.
Mary Berner, president and chief executive officer of Cumulus Media
Inc. said, "Our second quarter results provide further evidence of
the success of our turnaround strategies as we posted a
year-over-year increase in Adjusted EBITDA for the first time in
over three years despite what continues to be a tough market
environment."
According to the Form 10-Q report, "The Company has assessed the
current and expected business climate, our current and expected
needs for funds and our current and expected sources of funds, and
has determined, based on our forecasted financial results and
financial condition as of June 30, 2017, that cash on hand, cash
expected to be generated from operating activities, and cash
expected to be available from various financing sources, assuming
we continue to not have access to borrowings under our revolving
credit facility, will be sufficient to satisfy our anticipated
funding needs for working capital, capital expenditures, interest
and debt service payments, and any repurchases of securities and
other obligations for at least the next twelve months from the date
these financial statements are issued.
"From time to time the Company has evaluated, and expect that we
will continue to evaluate, opportunities to obtain additional
public or private capital from the divestiture of radio stations or
other assets that are not a part of, or do not complement, our
strategic operations, as well as the issuance of equity and/or debt
securities, in each case subject to market and other conditions in
existence at that time.
"In order to service our significant indebtedness we will continue
to require substantial cash flows. If we are unable to maintain or
derive a level of cash flows from operating and financing
activities sufficient to permit us to pay the principal, premium,
if any, and interest on our indebtedness, we may be forced to take
other actions to satisfy our obligations under our indebtedness,
which may not be successful. If our cash flows and capital
resources are insufficient to fund our debt service obligations, we
could face substantial liquidity problems and could be forced to
seek to dispose of material assets or operations, or seek
additional debt or equity capital, although no assurances can be
provided that any of these actions could be successful. In
addition, we have in the past been, and continue from time to time
to be, engaged in discussions with various stakeholders relating to
restructuring or refinancing which transactions could include,
among others, the issuance of additional equity securities in
satisfaction of all or a portion of our indebtedness, whether
through a court-approved restructuring or otherwise. We cannot
provide any assurances of our ability to timely complete any such
transactions, or the structure or likelihood of success thereof."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/aYVP0Y
On Aug. 14, 2017, Cumulus Media held an investor conference call
and webcast to discuss financial results for the three and six
months ended June 30, 2017. The Company has also made available on
its website presentation materials containing certain historical
and forward-looking information relating to the Company about the
Company's financial results for the three and six months ended June
30, 2017. The Presentation Materials are available for free at
https://is.gd/JMOMxM
About Cumulus Media
Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company. The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events. Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees. Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients. Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications. Its across the nation
platform generates content distributable through both broadcast and
digital platforms.
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped $97
million as of June 30, 2011.
Cumulus Media incurred a net loss of $510.7 million in 2016
following a net loss of $546.49 million in 2015.
* * *
The TCR reported on March 16, 2017, that S&P Global Ratings raised
its corporate credit rating on Atlanta, Ga.-based Cumulus Media
Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from
'CC'. The rating outlook is negative. "We believe Cumulus may
look to exchange debt at subpar levels or repurchase debt at
discounted levels in 2017, which we would view as tantamount to
default, based on our criteria," said S&P Global Ratings' credit
analyst Jeanne Shoesmith. "We could lower our ratings on the
company if it announces a subpar debt tender offer." Various
tranches of debt at Cumulus are currently trading at roughly a
30%-60% discount to par.
As reported by the TCR on April 14, 2017, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2'
from 'Caa1', the secured credit facilities to Caa1 from B3, and
senior unsecured notes to 'Ca' from 'Caa3'. The outlook was
changed to negative from stable. The downgrade reflects the
elevated risk of a restructuring of its balance sheet and its
unsustainable leverage level of 11.3x (excluding Moody's standard
lease adjustments) as of Q4 2016.
DALE M WILLIAMS: Hires Herron Hill Law Group as Attorney
--------------------------------------------------------
Dale M. Williams, Inc. seeks approval from the US Bankruptcy Court
for the Middle District of Florida, Orlando Division, to employ
Peter N. Hill and Herron Hill Law Group, PLLC as its bankruptcy
counsel.
Professional services required of Heron Hill are:
a. advise and counsel the Debtor in possession concerning its
financial affairs in compliance with Chapter 11 and orders of this
court;
b. prosecute and defend any causes of action on behalf of the
debtor in possession;
c. prepare, on behalf of the debtor in possession, all
necessary applications, motions, reports, and other legal papers in
the Chapter 11 case;
d. assist in the formulation of a plan of reorganization and
preparation of a disclosure statement; and
e. provide all services of a legal nature in the field of
bankruptcy law.
Peter N. Hill attests that he and Herron Hill have no connection
with the Debtor, creditors, or any other party in interest, their
respective attorneys and accountants, the US Trustee, or any person
employed in the office of the US Trustee; and do not hold or
represent any interest adverse to the estate and are disinterested
persons.
Herron Hill has been paid $12,515 as a retainer to be held in trust
and applied against fees and expenses, plus $1,717.00 to be applied
to the filing fee for this case.
The Firm can be reached through:
Peter N. Hill
HERRON HILL LAW GROUP, PLLC
135 W. Central Blvd., Ste 650
Orlando, FL 32801
Tel: (407) 648-0058
Email: peter@herronhilllawgroup.com
About Dale M. Williams Inc.
Based in Orlando, Florida, Dale M. Williams Inc. filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 17-05561) on August 21, 2017.
The case is assigned to Judge Karen S. Jennemann. The Debtor is
represented by Peter N Hill at Herron Hill Law Group, PLLC as
bankruptcy counsel.
At the time of filing, the Debtor estimated under $50,000 in assets
and $100,001 to $500,000 in liabilities.
DALE M. WILLIAMS: Wants to Use Cash Collateral
----------------------------------------------
Dale M. Williams, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to use cash and
proceeds of credit card receivables in order to meet its
obligations in the next several days, including payroll.
The following entities hold claims against the Debtor which may be
secured by cash collateral and whose claims may or may not be
properly perfected: (a) On Deck, $45,000; (b) TVT, $100,000; and
(c) Wide Merchants, $13,000.
The Debtor offers adequate protection of any perfected security
interest in cash collateral in the form of a replacement lien on
cash collateral generated postpetition limited, however, to $7,838,
the amount of cash collateral on hand on the petition date.
As additional protection, the Debtor proposes full satisfaction of
any such perfected security interest with payments of $100 per week
through Feb. 28, 2018, beginning Sept. 8, 2017, increasing to $500
per week thereafter until $7,838 has been paid.
The Debtor agrees to report in detail to any creditor with a
perfected lien on cash collateral on its specific uses of such cash
collateral no less frequently than weekly.
A full-text copy of the Debtor's Motion, dated Aug. 22, 2017, is
available at https://is.gd/emyWqp
Dale M. Williams, Inc., filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-05561) on Aug. 21, 2017.
The Debtor is represented by:
Peter N. Hill, Esq.
Herron Hill Law Group, PLLC
135 W. Central Blvd., Suite 650
Orlando, Florida 32801
Telephone: (407) 648-0058
Primary e-mail: peter@herronhilllaw.com
Secondary e-mail: kimberly@herronhilllaw.com
caitlin@herronhilllaw.com
DELTA BUSINESS: Hires Robert Bassel as Bankruptcy Counsel
---------------------------------------------------------
Delta Business Center, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Robert Bassel as their bankruptcy
counsel.
The Debtors require the assistance of and representation by an
attorney for all legal matters arising in and under these chapter
11 cases.
Mr. Bassel will be paid $240 per hour for his legal services.
The counsel will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Bassel assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Mr. Bassel can be reached at:
Robert N. Bassel, Esq.
9008 Hack Road
Clinton, MI 49236
Tel: (248) 677-1234
Fax: (248) 369-4749
E-mail: bbassel@gmail.com
About Delta Business Center
Delta Business Center, LLC, and its affiliates Crossroads Business
Center, LLC, Green Bay Business Center III, LLC, Anika, LLC, and
Oshkosh Business Center III, LLC, filed separate Chapter 11
petitions (Bankr. E.D. Mich. Case Nos. 17-49955, 17-49956,
17-49957, 17-49958, and 17-49959, respectively) on July 10, 2017.
The petitions were signed by Murray Wikol, principal.
Delta Business, et al., are affiliated with Green Leedership, LLC,
which sought bankruptcy protection (Bankr. E.D. Mich. Case No.
17-21376) on July 7, 2017.
Delta Business' and its affiliates' cases are assigned to Judge
Daniel S. Opperman.
The Debtors estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Debtors are represented by Robert N. Bassel, Esq., in Clinton,
Michigan.
No official committee of creditors holding unsecured claims has
been appointed in the case.
DENNIS DURKIN: Proposes an Open Market Sale of UPS Stock Interest
-----------------------------------------------------------------
Dennis James Durkin asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the sale of his stock interest in
United Parcel Service, Inc. on the open market.
A hearing on the Motion is set for Sept. 27, 2017 at 11:00 a.m.
The value of the stock is approximately $716,795. The stock shares
are traded on the N.Y. Stock Exchange and their values fluctuate
daily. Any purchaser of same is not expected to be a creditor of
the Debtor.
The Debtor believes, and therefore alleges, that there may be valid
liens, claims or encumbrances as to the Property to be sold as
follows: Merrill Lynch and/or PHH Mortgage of approximately
$300,000 (disputed in amount); Internal Revenue Service of
approximately $566,000 (disputed in amount) and State of Georgia,
Department of Revenue of approximately $201,000 (disputed in
amount).
The Debtor is entitled to have the Property sold free and clear of
liens. He believes that the sale of the Property is in the best
interests of the estate and creditors and that such sale will
assist in the effectuation of his financial reorganization. Any
valid liens, claims and encumbrances will attach to the proceeds of
sale.
The Net proceeds of Sale (i.e. net of any customary closing costs)
will be held by the Debtor's counsel pending a determination of the
allowed amounts of the claims held by Merrill Lynch/PHH, IRS and
Georgia Department of Revenue. The allowed claims will be paid
from these proceeds with Court approval.
Merrill Lynch/PHH can be reached at:
MERRILL LYNCH WEALTH MANAGEMENT
Attn: Sabrina N. Williams
3455 Peachtree Rd NE
Atlanta, GA 30326
- and -
PHH MORTGAGE CORP.
for US Bank NA
c/o Shapiro Pendergast & Hasty
211 Perimeter Ctr Parkway Ne, #200
Atlanta, GA 30346
Dennis James Durkin sought Chapter 11 protection (Bankr. N.D. Ga.
Case No. 17-59804) on June 5, 2017. The Debtor remains acting as
debtor-in-possession in the case.
The Debtor tapped George M. Geeslin, Esq., as counsel.
DENVER SELECT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Denver Select Property, LLC
dba Lawson Adventure Park and Cabins
aka Premium Adventure Tours
aka Lawson Adventure Park Development
aka Lawson Adventure Park
aka Lawson Adventure Park Operations
P.O. Box 140975
Denver, CO 80214
Type of Business: Denver Select is a small business debtor as
defined in 11 U.S.C. Section 101(51D). The
Company owns in simple interest a real
property located at 3424-3440 Alvarado Road,
Lawson, CO 80436 valued at $1.07 million and
a real property located at 291 County Road
308 Dumont, CO 80436 valued at $410,000.
Chapter 11 Petition Date: September 1, 2017
Case No.: 17-18217
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Michael E. Romero
Debtor's Counsel: Jeffrey Weinman, Esq.
WEINMAN & ASSOCIATES, P.C.
730 17th St., Ste. 240
Denver, CO 80202
Tel: 303-572-1010
E-mail: jweinman@epitrustee.com
Total Assets: $1.57 million
Total Liabilities: $2.68 million
The petition was signed by Greg Books, manager.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-18217.pdf
DEREK L GUSTAFSON DDS: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota, based on the stipulation between the Derek
L. Gustafson, D.D.S., P.A., and American Bank of the North
authorized the Debtor to use cash collateral on an interim basis in
the amounts of and consistent with its cash flow projections.
The Debtor is also authorized to grant a replacement lien to
American Bank of the North and On Deck Capital on all assets of the
debtor-in-possession to the extent of use of cash collateral, which
replacement liens will have the same priority, dignity and effect
as the prepetition lien held by said creditor.
The final hearing on the Debtor's motion for an order authorizing
the use of cash collateral will be held on Sept. 18, 2017 at 9:30
a.m.
A full-text copy of the Order, dated August 22, 2017, is available
at https://is.gd/Cmp1W3
About Derek L. Gustafson
Northland Family Dental -- http://www.hibbingdental.com/-- is a
dental office led by Hibbing, MN family dentist Derek L. Gustafson,
DDS, PA who is devoted to restoring and enhancing the natural
beauty of a person's smile using conservative, state-of-the-art
dental care procedures. The clinic's services include new patient
exams, digital x-rays, general dentistry, teeth whitening,
composite fillings, crowns (caps), cosmetic dentistry,
periodontics, root canal, fixed bridges, porcelain veneers and
dental implants.
Derek L. Gustafson, D.D.S., P.A., doing business as Northland
Family Dental, filed a Chapter 11 petition (Bankr. D. Minn. Case
No. 17-50530) on Aug. 16, 2017, estimating assets and liabilities
between $1 million to $10 million. The petition was signed by
Derek L. Gustafson, chief executive officer.
The case is assigned to Judge Robert J. Kressel.
DIDI REAL ESTATE: Hires Security American as Real Estate Broker
---------------------------------------------------------------
Didi Real Estate, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Security
American Realty, as real estate broker to the Debtor.
Didi Real Estate requires Security American to market and sell the
Debtor's property located at 9247 Equus Circle, Boynton Beach,
Florida 33472.
Security American will be paid a commission of 4.5% of the purchase
price of the property.
Yedida Siani, member of Security American Realty, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Security American can be reached at:
Yedida Siani
SECURITY AMERICAN REALTY
2400 Whispering Oaks Lane
Delray Beach, FL 33445
Tel: (754) 444-8887
About Didi Real Estate, LLC
Didi Real Estate, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-13737) on March 16,
2016. Yedida Siani, its authorized member, signed the petition.
The Debtor is represented by Adam I. Skolnik, Esq.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
On April 11, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
DOMINICA LLC: Can Continue Using Cash Collateral Until Oct. 2
-------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Dominica LLC's use of cash collateral
through the continued hearing which will be held on Oct. 2, 2017 at
11:00 a.m.
The Debtor is directed to make adequate protection payments to
Endeavor Capital in the amount of $3,000 per month, pending further
order of the Court.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/5k1UsE
About Dominica LLC
Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.
Dominica LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016. The petition was signed by Evangeline
Martin, manager. The Debtor estimated assets and liabilities at
$500,001 to $1 million at the time of the filing.
Michael Van Dam, Esq., at Van Dam Law LLP, is serving as bankruptcy
counsel to the Debtor.
DORADO COMMUNITY: Unsecureds to Get $166.67 per Month for 5 Years
-----------------------------------------------------------------
Dorado Community Health Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a disclosure statement dated Aug.
26, 2017, referring to the Debtor's plan of reorganization dated
Aug. 20, 2017.
Class 4 General unsecured Claims are impaired by the Plan. On the
consummation date, the entire Class 3 claimants will receive from
the Debtor a non-negotiable, non-interest bearing promissory note,
dated as of the Effective Date, providing for a total amount of
$10,000 which will be payable in consecutive monthly installments
of $166.67 during a period of five years, starting on the Effective
Date; with a monthly pro-rata distribution among all members of
this Class 3.
As additional payments, the Debtor will initiate accounts
receivable collection efforts. The Debtor understand that they can
collect approximately $8,000 as annual accounts receivables net
proceeds. The Debtor proposes that the accounts receivables net
proceeds will be disbursed to unsecured creditors in the following
manner and order: First all accounts receivables net proceeds will
be distributed to Class 3 (unsecured priority creditors) until
debtor could complete the payment of Class 3 obligation. Any
amount received as account receivable net proceeds will be
distributed to class 3 at pro-rata of each claim as a lump sum
payment to class 3 claimholders.
Second, once the Debtor complied with Class 3 (unsecured priority
creditors) payments; then, after Class 3 has been paid in full,
then, debtor will continue making accounts receivables net proceeds
distribution in the following manner and order: 50% of the accounts
receivables net proceeds will be distributed to Class 4 (general
unsecured creditors) and the other 50% will be retained by the
Debtor for Hospital repairs and hospital equipment purchase.
The Plan will be implemented with the daily operations of the
business and its resulting operating cash flows. The Debtor will
retain property of the estate to operate its business and produce
cash flow for the execution of the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb17-01565-56.pdf
About Dorado Community Health, Inc.
Dorado Community Health Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Jaime Rodriguez Perez, Esq. at Hatillo Law
Office.
The Debtor hired Fuertes & Fuertes Law Office, as counsel; and
Julio Borges-Alvarado, as accountant.
Acting United States Trustee, Guy G. Gebhardt, filed a Notice of
Appointment before the U.S. Bankruptcy Court for the District of
Puerto Rico naming Edna Diaz De Jesus as the Patient Care Ombudsman
for Dorado Community Health, Inc.
DYESS MEDICAL: Hires Peter R. Borstell as Bankruptcy Counsel
------------------------------------------------------------
Dyess Medical Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Peter R. Borstell, Attorney at Law as attorney to the Debtor.
Dyess Medical requires Peter R. Borstell to represent the Debtor in
the Chapter 11 bankruptcy proceeding.
Peter R. Borstell will be paid at the hourly rate of $100-$150. The
firm will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Peter R. Borstell, Attorney at Law, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Peter R. Borstell can be reached at:
Peter R. Borstell, Esq.
PETER R. BORSTELL, ATTORNEY AT LAW
335 City Park Ave.
New Orleans, LA 70119
Tel: (504) 482-5711
Fax: (504) 482-5755
About Dyess Medical Center, Inc.
Dyess Medical Center, Inc. and Tower Properties, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case Nos. 17-11907 and 17-11909) on July 20, 2017. James M. Dyess,
their president, signed the petitions.
At the time of the filing, the Debtors disclosed that they had
estimated assets and liabilities of less than $1 million.
Judge Elizabeth W. Magner presides over the cases.
The Debtor hired Douglas M. Schmidt, APLC, and Peter R. Borstell,
Attorney at Law, as counsels.
EARTH PRIDE: Committee Taps Obermayer Rebmann as General Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors for the bankruptcy
estates of Earth Pride Organics, LLC and Lancaster Fine Foods, Inc.
seeks approval from the US Bankruptcy Court for the Eastern
District of Pennsylvania to retain Obermayer Rebmann Maxwell &
Hippel LLP as general counsel to the Committee.
Professional service to be rendered by Obermayer are:
a. provide the Committee with legal advice regarding its
powers and duties;
b. assist in the preparation of any legal papers for the
Committee; and
c. perform all other legal services for the Committee which
may be necessary.
The firm will charge at a blended rate of $400.00 for attorneys and
$100.00 per hour for paralegals.
Edmond M. George, partner of Obermayer Rebmann Maxwell & Hippel
LLP, attests that the firm has no connection with the Debtors,
their creditors, or other parties in interest, and does not
represent or hold any interest adverse to the Debtors' Estate and
that Obermayer is a disinterested party within the meaning of Sec.
101(14) of the Bankruptcy Code.
The Firm can be reached through:
Edmond M. George, Esq.
Obermayer Rebmann Maxwell & Hippel LLP
Centre Square West
1500 Market Street, Suite 3400
Philadelphia, PA 19102
Phone: (215) 665-3000
Fax: (215) 665-3165
About Earth Pride Organics, LLC
Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a
family owned holding company that includes American Specialty
Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery
Supply. Headquartered in Lancaster, Pennsylvania, each EPO
subsidiary shares the commonality of specialty food and creates a
vertically integrated organization. Lancaster Fine Foods, Inc. --
http://www.lancasterfinefoods.com-- manufactures and sells food,
offering barbecue sauces, mustards, salsas, marinades, hot sauces,
chutneys, cheese spreads, and other common condiments.
Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May
31, 2017, each estimating assets and liabilities between $1 million
and $10 million. The petitions were signed by Michael S. Thompson,
managing member.
Judge Eric L. Frank presides over the bankruptcy cases.
Paul Brinton Mashchmeyer, Esq., at Maschmeyer Karalis P.C., serves
as the Debtors' bankruptcy counsel.
EDUCATION REALTY: Moody's Ups Pref. Equity Shelf Rating From (P)Ba1
-------------------------------------------------------------------
Moody's Investors Service upgraded Education Realty Operating
Partnership, LP's senior unsecured debt rating and senior unsecured
shelf rating to Baa2, from Baa3 and (P)Baa2, from (P)Baa3,
respectively. The rating outlook is stable.
The following ratings were upgraded:
Education Realty Operating Partnership, LP -- Backed Senior
Unsecured rating to Baa2, from Baa3, and Backed Senior Unsecured
Shelf rating to (P)Baa2, from (P)Baa3, outlook changed to stable,
from positive
Education Realty Trust, Inc. -- Preferred Equity Shelf rating to
(P)Baa3, from (P)Ba1, outlook changed to stable, from positive
RATINGS RATIONALE
The upgrade reflects EDR's position as one of the leading student
housing REIT's in the U.S. and its strong credit profile, which is
supported by a low-levered balance sheet, good-quality portfolio,
large unencumbered asset pool, as well as ample liquidity to fund
its growth strategy and meet its near-term debt commitments. EDR
remains well positioned to capitalize on the current, favorable
market conditions as public and private, four-year universities and
colleges face aged infrastructure and increase their demand for new
and modern, student housing as a way to attract and retain
full-time enrollment. Because of its low cost of capital, proven
record in the sector and its extensive network of relationships,
EDR provides a long-term, alternative financing solution to its
campus partners that private developers cannot.
The Baa2 senior unsecured rating considers EDR's Debt to Gross
Assets and trailing 12-month Net Debt to EBITDA were 26% and 5.3x,
respectively, as of 2Q17. In 2015, the REIT established a
forward-looking leverage target range of total debt between 25% to
30% of gross assets. EDR's liquidity position is good and consists
of: 1) approximately $34 million of reported cash on hand; 2) $155
million of remaining capacity under the $500 million revolving
credit facility; 3) $305 million of forward-equity contracts that
can be settled through December 2018 and 4). $485 million of
remaining capacity under the $500 million, 2017 ATM program. During
the second quarter, EDR received commitments for $150 million in
unsecured, direct private placement notes, which it intends to
close in 3Q17. Furthermore, the REIT's significantly, large
unencumbered asset base, totaling 98% of gross assets, provides
strong financial flexibility. With regard to its operations, EDR
posted same community rental revenue growth of approximately 2% for
the first six months of 2017. The same community portfolio was 93%
pre-leased, as of July 2017, for the 2017 - 2018 academic year. The
REIT continues to actively expand its campus presence with two
acquisitions completed year to date and 15 development projects
underway, of which six were recently delivered. Concurrently, EDR
is actively pursuing more than 30 new, on-campus projects.
Key credit concerns are EDR's small size in terms of gross assets
in relation to its investment-grade multifamily/student housing
peers and its development exposure -- the largest in the sector.
However, EDR can fund all of its remaining, announced development
and acquisition commitments through 2019, with cash on hand, the
settling of the forward equity contracts and the revolver. This
would result in a pro forma 29% debt to gross assets. Another
challenge is the short-term nature of student housing leases, which
requires the re-leasing of EDR's entire portfolio on an annual
basis.
The stable outlook reflects EDR's position as one of the dominant
student housing REITs. Furthermore, the outlook incorporates the
expectation that the REIT will continue to maintain discipline with
both its balance sheet funding and access to capital while further
expanding its size and market presence/penetration. Additional
expectations are that EDR will also continue to maintain, at a
minimum, its stable operating metrics as well as the portfolio's
high leasing/re-leasing rates throughout the academic year.
An upward rating movement is not anticipated in the medium term and
would be predicated upon the following criteria on a recurring
basis: Gross assets exceeding $5.0 billion; total debt remaining
within the 25% to 30% range of gross assets and Net Debt to EBITDA
closer to 4.5x. Since development is a core competency and a growth
driver for the REIT, additional upward movement would require that
EDR maintain a substantially pre-funded development pipeline that
is below 15% of gross assets.
Downward rating movement would result from: an under-funded
development pipeline that is consistently above 25% of gross
assets; a material decline in the portfolio's leasing/ re-leasing
levels; a significant increase in secured debt or a substantial
decline of the unencumbered asset base; total debt exceeding 30% of
gross assets; trailing 12-month Net Debt to EBITDA exceeding 5.5x;
trailing 12-month Fixed charge coverage ratio approaching 3.0x.
The last rating action with respect to EDR was on September 23,
2016, when EDR's senior unsecured rating was affirmed at Baa3 and
the rating outlook was revised to positive.
The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.
Headquartered in Memphis, TN, Education Realty Trust [NYSE:EDR] is
one of largest owners, developers and managers of collegiate
student housing in the US. EDR is a self-managed REIT that owns or
manages 81 communities with more than 42,000 beds across 51
universities in 25 states, as of June 30, 2017.
EDWARD J. MALIK: Names Sheila Rhinehart as Corporate Bookkeeper
---------------------------------------------------------------
Edward J. Malik O.D., Chartered & Associates seeks authorization
from the U.S. Bankruptcy Court for the District of Nevada to employ
Sheila Rhinehart of Rhinehart & Associates, Inc as its corporate
bookkeeper, nunc pro tunc to August 14, 2017.
The Debtor requires Ms. Rhinehart to provide general bookkeeping
services in the normal course of business and aid in the
preparation of the monthly operating reports.
Ms. Rhinehart will be compensated at $50 per hour for accounting
and bookkeeping services. Ms. Rhinehart will also be reimbursed
for reasonable out-of-pocket expenses incurred.
Sheila Rhinehart, president of Rhinehart & Associates, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
Ms. Rhinehart can be reached at:
Sheila Rhinehart
RHINEHART & ASSOCIATES, INC.
P.O. Box 34674
Las Vegas, NV 89133
Tel: (702) 236-2804
About Edward J. Malik O.D.
Edward J. Malik O.D. Chartered and Associates owns and operates an
optometry practice. It sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 16-16872) on Dec. 30,
2016. Edward J. Malik, its president, signed the petition. The
Debtor is represented by Nedda Ghandi, Esq., at Ghandi Deeter
Blackham. At the time of filing, the Debtor estimated $100,000 to
$500,000 in assets and $500,000 to $1 million in liabilities.
EDWARD J. MALIK: Taps Gilmore & Gilmore as Accountant
-----------------------------------------------------
Edward J. Malik O.D., Chartered & Associates seeks authorization
from the U.S. Bankruptcy Court for the District of Nevada to employ
Gilmore & Gilmore, CPAs as its accountant, nunc pro tunc to June
12, 2017.
The Debtor requires Gilmore & Gilmore to provide general accounting
services, including preparing and filing tax returns.
The Debtor proposed to compensate Gilmore & Gilmore at their
customary flat fee of $1,500 for their accounting and accounting
services.
Gilmore & Gilmore will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Raven A. Gilmore of Gilmore & Gilmore assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.
Gilmore & Gilmore can be reached at:
Raven A. Gilmore
GILMORE & GILMORE, CPAS
3067 E. Warm Springs Road, Suite 300
Las Vegas, NV 89120
Tel: (702) 364-0400
Fax: (702) 253-1299
About Edward J. Malik O.D.
Edward J. Malik O.D. Chartered and Associates owns and operates an
optometry practice. It sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 16-16872) on Dec. 30,
2016. Edward J. Malik, its president, signed the petition. The
Debtor is represented by Nedda Ghandi, Esq., at Ghandi Deeter
Blackham. At the time of filing, the Debtor estimated $100,000 to
$500,000 in assets and $500,000 to $1 million in liabilities.
ENERGY FUTURE: Seeks Court OK of Oncor-Sharyland Merger
-------------------------------------------------------
Energy Future Holdings Corp. (EFH) filed with the U.S. Bankruptcy
Court for the District of Delaware a motion for an order
authorizing the EFH/Energy Future Intermediate Holdings (EFIH)
Debtors to consent to Oncor Electric Delivery Holdings Company LLC
and Oncor Electric Delivery Company LLC's entry into a merger
agreement with the Sharyland Entities.
The Sharyland Entities include Sharyland Distribution &
Transmission Services, LLC (SDTS); Sharyland Utilities, L.P. (SU);
and SU AssetCo, LLC (SU AssetCo).
BankruptcyData.com reported that the motion notes, "On July 21,
2017, Oncor and Sharyland signed an agreement that provides for an
exchange by Sharyland and its affiliates of approximately $401
million in electric transmission and distribution assets for
approximately $380 million of Oncor's electric transmission assets
and approximately $27.5 million in cash. In 2016, key Texas-based
regulatory stakeholders, including the Public Utility Commission of
Texas (PUCT) staff and the office of the Public Utility Counsel,
collectively the 'Key Stakeholders' began discussions with Oncor to
gauge Oncor's interest in potentially acquiring Sharyland's
electricity distribution business. The Sharyland Merger Agreement
contemplates an exchange of Sharyland and Oncor assets and is
structured to qualify in part, as a simultaneous tax deferred like
kind exchange of assets to the extent that the assets exchanged are
of 'like kind'. Specifically, pursuant to separate mergers: (a)
Oncor is to receive electricity transmission and
distribution-related assets and liabilities of SDTS and SU; (b)
SDTS will receive certain portions of Oncor's electricity
transmission-related assets and liabilities (consisting of
approximately 258 miles of transmission lines) in addition to $21
million in cash; and (c) SU will receive approximately $605 million
in cash." The motion continues, "Specifically, under the Rate Case
Stipulation, the signatories agree to authorize a 7.44% weighted
average cost of capital, a 9.8% return on equity, and a capital
structure consisting of 42.5% equity and 57.5% long term debt (a
2.5% increase in equity as compared to the existing authorized
maximum regulatory equity/debt ratio.). The EFH/EFIH Debtors, in
consultation with their respective Boards and their advisors,
believe that then minimal risk of tax triggering in any material
amount is substantially outweighed by the benefits the EFH/EFIH
Debtors stand to realize from Oncor's consummation of the Sharyland
Merger Agreement and the resulting Rate Case Stipulation."
The Court scheduled a Sept. 19, 2017 hearing to consider the merger
agreement, with objections due by September 12, 2017, according to
BankruptcyData.com
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor, an
80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas. The
Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and
Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor. The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second Lien
Notes. The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc. as
financial advisor; and Charles River Associates as an energy
consultant.
On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors representing the interests of the unsecured
creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH
Committee is composed of (a) American Stock Transfer & Trust
Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c)
Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the
Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH
Committee retained Montgomery, McCracken, Walker & Rhodes, LLP as
co-counsel and conflicts counsel; AlixPartners, LLP as
restructuring advisor; Sullivan & Cromwell LLC as counsel;
Guggenheim Securities as investment banker; and Kurtzman Carson
Consultants LLC as noticing agent for both the TCEH Committee and
the EFH/EFIH Committee.
Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed, to
recommend that the Bankruptcy Court appoint a committee to, among
other things, review and report as appropriate on fee applications
and statements submitted by the professionals paid for by the
Debtors' Estates. The Fee Committee is comprised of four members:
(a) one member appointed by and representative of the Debtors
(Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed by
and representative of the TCEH Creditors' Committee (Peter Kravitz,
Principal and General Counsel, Province Capital); (c) one member
appointed by and representative of the U.S. Trustee (Richard L.
Schepacarter, Trial Attorney, Office of the United States Trustee);
and (d) one independent member (Richard Gitlin, of Gitlin and
Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as
counsel; and Phillips, Goldman & Spence, P.A. as co-counsel.
* * *
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3,
2016.
On Aug. 20, 2017, Sempra Energy (NYSE: SRE) announced an agreement
to acquire Energy Future Holdings Corp. (Energy Future), the
indirect owner of 80 percent of Oncor Electric Delivery Company,
LLC (Oncor), operator of the largest electric transmission and
distribution system in Texas. Under the agreement, Sempra Energy
will pay approximately $9.45 billion in cash to acquire Energy
Future and its ownership in Oncor, while taking a major step
forward in resolving Energy Future's long-running bankruptcy case.
The enterprise value of the transaction is approximately $18.8
billion, including the assumption of Oncor's debt.
ENTERPRISE BUSINESS: Hires Dage Consulting as Accountant
--------------------------------------------------------
Enterprise Business, Corp., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Dage
Consulting CPA, PSC, as accountant to the Debtor.
Enterprise Business requires Dage Consulting to:
a. assist the Debtor in gathering and compiling the necessary
information required to file the Chapter 11 Petition and
court required information and schedules;
b. provide consulting services;
c. assist the Debtor and its attorney in documenting the
reorganization plan to be filled in the case;
d. prepare monthly operating reports;
e. prepare financial projections and other relevant
information as required and necessary
f. prepare all necessary tax returns to ascertain the Debtor
is in full compliance with its fiscal responsibilities;
and
g. assist the Debtor and its attorney in all matters related
to court instructions, transactions, and or information
requests of an accounting or financial nature.
Dage Consulting will be paid at the hourly rate $150. The firm
will be paid a retainer in the amount of $2,500. It willl also be
reimbursed for reasonable out-of-pocket expenses incurred.
Jose A. Diaz Crespo, member of Dage Consulting CPA, PSC, 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.
Dage Consulting can be reached at:
Jose A. Diaz Crespo
DAGE CONSULTING CPA, PSC
P.O. Box 367457
San Juan, PR 00936-7457
Tel: (787) 594-1882
E-mail: jdiaz@dageconsulting.com
About Enterprise Business, Corp.
Enterprise Business owns a fee simple interest in a single story
building located at Sabalos Ward (Folio 149, Tomo 1024 De Mayaguez)
valued at $310,000. It is also the fee simple owner of a car wash
located at Betances Street (Folio 26, Tomo 1535, De Mayaguez)
valued at $471,000.
The Company previously sought bankruptcy protection on Sept. 21,
2015 (Bankr. D.P.R. Case No. 15-07259) and Dec. 17, 2013 (Bankr.
D.P.R. Case No. 13-10452).
Enterprise Business Corporation, based in Mayaguez, Puerto Rico,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-05940) on
August 23, 2017. Carmen D Conde Torres, Esq., at C. Conde & Assoc.,
serves as the Debtor's bankruptcy counsel.
In its petition, the Debtor estimated $1.03 million in assets and
$1.37 million in liabilities. The petition was signed by Ivan
Torres Nazario, president.
ERIN ENERGY: Commences Drilling of the Oyo-9 Field
--------------------------------------------------
Erin Energy held a conference call on Aug. 10, 2017, to discuss the
Company's financial results for the three months ended June 30,
2017. A transcript of the call is available below.
CORPORATE PARTICIPANTS
Lionel McBee - director, investor relations and corporate
communications
Femi Ayoade - chief executive officer
Frank Ingriselli - chairman of the Board
Olu Marinho - vice president, engineering projects
Carl Scharpf - vice president, exploration
PRESENTATION
Operator
Good day, ladies and gentlemen, and welcome to the 2017
second-quarter results conference call for Erin Energy. My name is
Denise, and I'll be your operator for today. As a reminder,
today’s call is being recorded for replay and will be available
shortly after the conclusion of today's call.
At this time, for opening remarks and introductions, I'd like to
turn the call over to Lionel McBee, director of Investor Relations
and Corporate Communications. Please go ahead, sir.
Lionel McBee
Thank you, operator. Good morning everyone. On behalf of the
management team, let me welcome you to today's results conference
call.
Joining me on the call today are Femi Ayoade, Chief Executive
Officer; the Chairman of our Board, Frank Ingriselli; Olu Marinho,
Vice President, Engineering Projects; and Carl Scharpf, Vice
President, Geosciences and Exploration. During today's call we
will address some of our recent news items, discuss the current
drilling campaign and then the guys will be available for your
questions.
Just a couple of housekeeping items as always before we begin:
Today's call is being webcast and a link is available on the
Investor page of our website at erinenergy.com. A replay of
today's call will also be available on our website in the "Events"
section shortly after the conference conclusion.
This conference call will include forward-looking statements, and
the risks associated with forward-looking statements have been
outlined in our news release announcement issued last evening and
in our SEC filings. Following their remarks, we will turn the call
over to our conference coordinator to take your questions for
management.
And with that, we will begin our discussion. I will start by
introducing Femi for and introduction and some opening comments on
recent developments in the company. Femi?
Femi Ayoade
Thank you, Lionel, and good morning everyone. During the second
quarter of this year, we began preparations for our Oyo field
drilling campaign. The rig arrived on Oyo on August 1, 2017, and I
am pleased to announce that we commenced drilling of the Oyo-9
earlier this morning. Current operations are progressing according
to plan. The drilling and completion is estimated to last about 62
days.
The Oyo-9 is projected to add 6,000 to 7,000 barrels of oil to
field production. As we have previously announced, in conjunction
with the completion of operations on Oyo-9, we will undertake
operations on Oyo-7 to install a gas-lift line for well startup and
to provide continuous lift assistance. Total field production is
expected to increase to 12,000 to 13,000 barrels of oil per day
with the successful execution of this development program.
As we have stated previously, we also look to extend the contract
with Pacific Drilling, depending on availability of funds, to drill
one or two Miocene exploration wells in OML 120. We believe our
greatest shareholder value creation opportunities are in our
Miocene exploration prospects in OML 120 and 121.
Also during the quarter, we closed on the farm-out agreement with
FAR on our offshore blocks in The Gambia, which was discussed in
detail on our last conference call and includes a full carry on the
first exploration well scheduled to be drilled in 2018.
In the second-quarter, we reported revenues of $14.6 million,
compared to $23.2 million during the second quarter 2016. The
company lifted and sold approximately 309,000 net barrels of oil at
an average price of $47.15 per barrel, compared to approximately
508,000 net barrels of oil at an average price of $45.58 per barrel
during the same period in 2016.
Average daily production for the second quarter was approximately
5,100 net barrels of oil per day, compared to 5,400 net barrels of
oil per day for the comparative period in 2016. The reason for the
lower average net production number is due to a ten-day shut-in of
the Oyo-8 well in late-June to early-July this year.
I will now turn it back to Lionel.
Lionel McBee
Thank you, Femi. Now I'd like to bring Frank into the discussion.
Frank was elected chairman of our board at the AGM in May and has
taken a quite active role alongside our management team and with me
as well in the IR department. Frank, welcome. Would you discuss
some of the activities you have been undertaking since joining the
board this year and kind of the direction you and the board are
moving?
Frank Ingriselli
Sure. Thank you, Femi, and thank you, Lionel, for a good update on
the exciting activities going on at our company. This is my first
earnings' conference call after my election, as Lionel mentioned,
as Chairman of Erin's board in May.
First, I would l like to acknowledge that it is an honor and
privilege to be back at Erin Energy and I can promise you that all
of my efforts at Erin will be dedicated to driving shareholder
value. But I also must point out how fortunate I am to be stepping
into a company where after only a few more months, we will double
our production. Now, that's creating shareholder value.
As many of you may know, I founded the predecessor company to Erin
Energy about ten years ago. The difference between then and now is
that Erin has over these years acquired assets that puts it in a
position to become a multi-billion-dollar player in the
international energy industry. We have the assets.
As they say in the real estate industry, it is all about location,
location, location. Well, Erin's Oil Leases 120 and 121 are what
is I will call the 5th Avenue of the real estate industry. Just
look at the location. We're all surrounded by all the majors --
Exxon, Shell, Chevron, others -- each producing hundreds of
thousands of barrels per day.
We have the assets to get us there. And I have returned to Erin
determined to do all I can to assure that we do our best to get us
there.
In the three months since joining Erin, we have been very busy
engaging with various financial institutions to look at ways we can
in the most economic and, very importantly, accretive way not only
restructure our balance sheet and reduce our accounts payable, but
to also find accretive capital to drill, as Femi pointed out, the
Miocene.
As we have discussed on many previous occasions, a successful well
in the Miocene will be a game changer for our company. This will
put us on an equal footing with the majors that surround us, bring
us potentially over a billion barrel of oil reserves. It will
provide the path to a multi-billion-dollar enterprise.
We continue to work with those financial institutions to accomplish
this goal. But please be assured, if we don't drill this well as
an add-on to Oyo-9, which we're all working very hard to
accomplish, we will drill the Miocene in the very near future. This
is our company's and my personal key goal. I am committed to
aggressively pursue a renewed aggressive attention to investor
relations and public relations. We expect analyst coverage of our
stock to commence soon.
We have engaged a new IR firm to assist us, and we are working with
other institutions that will assist us not only on restructuring
our balance sheet, but just as important, to get out on non-deal
road shows so we can tell the Erin story and build institutional
ownership in our stock. In fact, next week we will be starting
those non-deal road shows. It is a story that holds enormous
promise for our company and, most importantly, its shareholders.
Next week we will be presenting at the EnerCom conference in
Denver, and you will have the ability to listen to that
presentation as a live webcast. We will issue a separate press
release with details. I have lived through a 37-plus-year career
that has seen oil prices move up and down, but I have never seen
oil prices stay just down. They will continue to recover.
They’ve already started recovering. And those companies located
in the best area and with the best assets will be the ones that
thrive, and those are the companies that will achieve shareholder
value. I'm happy to tell you that we are one of them.
In closing, what I can assure you is that our whole team is
diligently and efficiently and safely working to deliver on our
operating and development plans. I am proud to be the Chairman of
this company, and be assured that we take your investment in our
company very seriously and always keep in mind the goal to deliver
on shareholder value. Thank you.
Lionel McBee
Thank you, Frank. Femi, as you have transitioned to the Chief
Executive role, would you discuss the actions you've taken in the
last few months, and besides the obvious drilling campaign, what
you see as the priorities you have laid out for the company and
actions needed to be taken in the short-term or in the remainder of
this year to early next year?
Femi Ayoade
Thank you, Lionel. In the last couple of months, we have been
focusing on things that will bring immediate value to the company
and its shareholders such as production and revenue increase,
reserves increase, AP reduction and capital raise. Regarding the
production increase, we plan to double the production to over
12,000 barrels per day by year-end 2017. The process of achieving
this is already underway with the drilling of Oyo-9 and the planned
resuscitation of Oyo-7. Our ultimately goal is to be able to fill
up the FPSO to its full potential of 40,000 barrels of oil per day
by the year 2020.
Secondly, regarding revenue increase, with increase in production
and increase in oil prices, revenue is expected to increase to more
than double with the new wells coming online. On reserves
increase, our plan is to significantly increase our reserves by
drilling of OML 120 and 121 matured exploration prospects, the
Gambia prospect and the Ghana prospect.
Ghana prospects contain about 500 million barrels of resources in
place. We expect the tribunal to make judgment on the border
dispute between Ghana and Cote-de-Voire in September. On the
Gambia, we have funding in place to drill The Gambia prospect. This
prospect will be drilled next year. The aspiration well will
target between 500 million to 1 billion barrels of resources that
is on trend with the world class SNE discovery that has 2C
recoverable resources of over 641 million barrels of oil.
In anticipation of the drilling of Oyo NW, we have awarded the site
survey acquisition and it is scheduled to commence by third week in
August. We also have most of the tubular in place including the
long lead well head equipment. We have the rig in Nigeria. We
have service contracts in place. We are almost set to drill this
well. Our plan is to drill the first exploration prospect
immediately after Oyo-9 is completed or before the end of this year
depending on how quickly we are able to raise the funding.
On the capital raise, as Frank mentioned, we are working on various
ways to raise new capital to fund our work programs. We are
working on debt and equity raise. We are hopeful that we will be
able to achieve this objective soon.
Lastly, on AP reduction, we have made tremendous progress on this
front in the last two months. I am pleased to inform you that we
have been able to reduce our AP by over $25 million in the last two
months. Further negotiations are still ongoing with others, and we
expect to reach agreement with more companies very soon. These are
some of the things that we have been working on in the last two
months. These are things that we will continue to work on going
forward as well.
Olu, I would like to bring you in to the discussion now to give a
review of the drilling on Oyo field. Would you please provide some
detail on how things have gone and what the current operations are
on the rig?
Olu Marinho
Thank you, Femi. The Pacific Bora drilling rig mobilized to the
Oyo 9 well location on August 1st. The rig is currently at the
well location and has undergone rig acceptance tests, DP trials and
set up of service contractor equipment.
Drilling of the well is estimated to take 40 days and well
completion is estimated to take 21 to 22 days. Other project
activities going on include preparation of the Christmas tree,
which is being performed by GE in Onne, Nigeria. The tree is
scheduled to be ready for deployment to the rig and installation on
the well by the first week of September.
The manufacture of a subsea controlled umbilical by JDR in the UK
and the engineering and procurement of long lead materials for the
proposed Topsides modifications is ongoing. Offshore works
including FPSO modifications and installation and hook-up of the
flowlines and umbilical are scheduled to take place in the fourth
quarter with first oil estimated to occur before the end of the
year.
Lionel McBee
Great. Thank you, Olu. With that, I will turn to Carl. Carl is
head of our exploration team. Carl, on the last call we discussed
the Oyo-Northwest prospect we added to our presentation. Since then
I know we've acquired an additional third-party study, and I'd like
you to discuss this and its significance to these prospects and the
Northwest specifically.
Carl Scharpf
Thank you, Lionel. We have put together a deep, high value
exploration portfolio in our offshore Nigeria Blocks. Years of
technical work have been put into refining our interpretation and
high-grading our prospect inventory.
I would like to highlight our Oyo Northwest prospect, as Lionel
mentioned. We are rapidly progressing this to be ready to be
drilled later in 2017 pending funding. Currently, we are finalizing
the permits and plans. The prospect is only about 9 kilometers
from the Oyo field where we have existing infrastructure on our
blocks. This will significantly shorten the time to first
production. Upon success, we have the ability also to tie back the
initial wells to our existing FPSO which has spare capacity.
The Oyo Northwest Prospect is a very large prospect
northeast-southwest oriented faulted feature. It has stacked
objectives in the Pliocene all the way through the Miocene
providing multiple opportunities to find hydrocarbons. The
prospective interval is about 1,300 to 4,000 meters deep. The
stacked channel sequences are all stratigraphically trapped at all
these levels. The prospect area is quite large with amplitude
anomalies covering between 17 to 32 square kilometers.
We contracted a well-known and respected outside consulting
company, Ikon Science, to conduct a detailed independent third
party technical study of the prospect. Ikon Science is a leading
expert in rock physics and they apply this knowledge to seismic
based studies using in-house software. In early July, they
completed a Quantitative Seismic Inversion Study of the Oyo
Northwest prospects. The results put the prospect in a favorable
light with a high chance of success and large potential resources.
As for The Gambia, on July 5th we announced that the Government of
the Republic of The Gambia had approved the farm-out agreement with
FAR Ltd. They acquired an 80% interest and operatorship of Erin
Energy's offshore A2 and A5 blocks. We retained a 20% working
interest in these highly-prospective blocks. These blocks are
adjacent and on-trend with FAR's world-class SNE oil field offshore
Senegal. FAR will carry Erin on $8 million of the company's share
of the costs in the exploration well. We have already begun
meeting with FAR to integrate the teams from the two companies.
Currently, our technical teams are working together to prepare for
an exploration the second half of 2018.
Thank you. And back to you, Lionel.
Lionel McBee
Appreciate the update, Carl. And with that, that concludes our
opening discussion, and we'll open the lines for your questions.
Operator?
QUESTIONS AND ANSWERS
Operator
Ladies and gentlemen, we will now begin the question-and-answer
session. To ask a question, you may press star then one on your
telephone keypad. If you are using a speakerphone, please pick up
your handset before pressing the keys. If your question has been
addressed, you may press star two to withdraw from the question
queue. Once again, it is star one if you would like to ask a
question.
And the first question this morning will come from Mark Heiman, of
Saguaro Capital Advisors. Please go ahead.
Mark Heiman
Hi, good morning everyone, and thanks for taking my call. Just a
few questions related to disclosures in the queue last night. The
first I have is just on the change of control that occurred
recently. Can you perhaps just give us a little more color on, I
guess the 55% shareholding, and I guess what happened with that,
and if there are any implications for the company and for
decision-making? I realize that voting control has been returned to
the original owner of the shares, but it appears that he no longer
owns them.
Femi Ayoade
Thank you, Mark. Regarding your question on the change of control,
we were informed sometime in July about the shares that were
previously held by Allied, that is not owned by Latmore and Lashore
[ph] right now. And what I can say is that it doesn’t have any
implication on us whatsoever. There is no implication to Erin
Energy.
Mark Heiman
Okay.
Femi Ayoade
[Audio disruption] was sold to Erin Energy, yes.
Mark Heiman
Okay, all right. And then just more—I guess direct questions
that you can answer. With respect to the MCB credit facility that
you’re using currently there's a note that you're not currently
paying the amortization as scheduled. I guess my question is will
we have access to that credit facility? Obviously, the drill ship
is on site and drilling within a week, but I just wanted to a make
sure that we're going to have capital available to complete that.
Femi Ayoade
Yes, thanks again. We still have the -- sorry, what was the
question again? I’m sorry, I missed that.
Mark Heiman
Okay, so the MCB facility with which you're paying for the current
drilling that's supposed to start any day now, it looks like you've
drawn down about $24 million at least as of quarter end. Are we
going to have unfettered access to the full $100 million, or at
least enough to drill, complete, and tie back 9 and get it flowing
currently, based on just the disclosure last night that we are
technically in default of that?
Femi Ayoade
Yes, we believe so. We know that we don't have unfettered access
to the funding. As a matter of fact, right now we have drawn down
at least about $50 million right now, and there is no issue
whatsoever in our ability to draw down the money, the funding going
forward.
Mark Heiman
Okay, great. So -- okay, so we have actually $50 million drawn
down that we're currently using to drill any day now, right?
Lionel McBee
Correct.
Femi Ayoade
Yes.
Mark Heiman
Okay, excellent. And then just a final question, the FPSO
shutdown, where are we on that now? So, it was shut down for a
week or two until July, and so it's been up and running the past
month as you re-negotiate or negotiate?
Femi Ayoade
Well, the FPSO issue has been resolved. It was shut down, just
like you said for about a week or two, a little bit of about a
week, but has since been operating since that time. And we are
engaging [indiscernible] on that to resolve the issues that we have
with them, which is basically the payment, and we are very hopeful
that we should be able to reach a landing with them very soon.
Mark Heiman
Okay. Okay, I mean do you think that you know, shutting production
down as a negotiating tactic has kind of been taken out of the
equation, or are they still kind of threatening that?
Femi Ayoade
Yes. It's out of the equation now. They cannot even do that
because it is against the law in Nigeria, and the Nigerian
government has told them that they cannot use production shutdown
as part of the renegotiation tool. So --
Mark Heiman
Oh, okay. All right, that's good. That's good. Okay, no, thank you
so much for taking my questions. I realize they were somewhat
complex, but thanks so much. I appreciate the opportunity to ask
them.
Femi Ayoade
Okay.
Operator
And once again, if you would like to ask a question please press
star then one. Again, it is star one if you would like to ask a
question. And in showing no additional questions, we will conclude
the question-and-answer session.
CONCLUSION
About Erin Energy
Houston, Texas-based Erin Energy Corporation is an independent oil
and gas exploration and production company focused on energy
resources in Africa. The Company acquires and develops
high-potential exploration and production assets in Africa, and
explores and develops those assets through strategic partnerships
with national oil companies, indigenous local partners and other
independent oil companies. The Company has production and
exploration projects offshore Nigeria, as well as exploration
licenses offshore Ghana, Kenya and Gambia, and onshore Kenya.
Erin Energy reported a net loss attributable to the Company of
$142.40 million on $77.81 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss attributable to the Company
of $430.93 million on $68.42 million of revenues for the year ended
Dec. 31, 2015. As of June 30, 2017, Erin Energy had $190.93
million in total assets, $540.15 million in total liabilities and a
total capital deficiency of $349.22 million.
Pannell Kerr Forster of Texas, P.C., in Houston, Texas, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company incurred net losses in each of the years ended Dec. 31,
2016, 2015 and 2014, and as of Dec. 31, 2016, the Company's current
liabilities exceeded its current assets by $264.4 million. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
EUROPE BY CAR: Case Summary & 10 Unsecured Creditors
----------------------------------------------------
Debtor: Europe By Car Inc.
40 Exchange Place, Suite 1720
New York, NY 10005
Case No.: 17-12430
Type of Business: Founded in 1954, Europe By Car Inc. is a family-
owned and operated company engaged in the car
rental business.
Chapter 11 Petition Date: August 31, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Shelley C. Chapman
Debtor's Counsel: James B. Glucksman, Esq.
RATTET PLLC
202 Mamaroneck Avenue
White Plains, NY 10601
Tel: 914-381-7400
Fax: 914-381-7406
E-mail: jbglucksman@rattetlaw.com
- and -
Robert Leslie Rattet, Esq.
RATTET PLLC
202 Mamaroneck Avenue, Suite 300
White Plains, NY 10601
Tel: 914-381-7400
Fax: 914-381-7406
E-mail: rrattet@rattetlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alex Roy, president.
The Debtor's list of 10 unsecured creditors is available for free
at http://bankrupt.com/misc/nysb17-12430.pdf
FACTORY SALES: CEO Thibaut Buying 2015 GMC Yukon XL for $28K
------------------------------------------------------------
Factory Sales and Engineering, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to authorize the private sale
of 2015 GMC Yukon XL sport utility vehicle, VIN 1GKS1HKC6FR175891,
to the Debtor's CEO, James D. Thibaut, II for $28,000.
On July 27, 2017, the Court entered an interim order authorizing
the Debtor to obtain post-petition financing from Texas Capital
Bank, N.A. ("TCB"). TCB has funded $125,000 pursuant to this
order. On Aug. 7, 2017, the Court entered a second interim order
authorizing the Debtor to obtain increased financing from TCB in
the additional amount of $132,000. A final hearing regarding
postpetition financing was held on Aug. 25, 2017, and final order
authorizing postpetition financing from TCB is pending at the time
of the filing of the Amended Motion. The first and second interim
DIP financing orders provide for automatic perfection of TCB's
liens under the interim orders. Accordingly, TCB has a perfected
security interest in the Debtor's assets, which includes the Yukon
and proceeds of its sale.
The Debtor owns the Yukon. It was listed on the Debtor's Schedule
A/B (Real and Personal Property), at a value of $33,000 based on
the Kelly Blue Book value. The Yukon was financed through Ally
Bank, which has a purchase money security interest in the Yukon.
On Aug. 9, 2017, Ally Bank filed Proof of Claim No. 12 relating to
the unpaid amount owed on the Yukon, which states that Ally Bank is
owed $24,329, and identifying that amount as fully secured by the
Yukon.
The Debtor listed Ally Bank as a secured creditor on its Schedule D
(Secured Creditors). The Debtor scheduled the amount owed to Ally
Bank as $24,347, which is $18 more than the amount claimed by
Ally.
The Buyer has used the Yukon as a company vehicle. The Debtor does
not require the use of the Yukon for its limited ongoing
operations. Previously, the Debtor and Mr. Thibaut believed that
Mr. Thibaut was a personal guarantor on the debt owed to Ally Bank
with respect to the Yukon, and he was identified as such on the
Debtor's Schedule H (Co-debtors). The Debtor and Mr. Thibaut have
since determined and confirmed with Ally Bank that Mr. Thibaut is
not, in fact, a guarantor on the Debtor's loan for the vehicle.
The Debtor previously filed a motion to sell the vehicle to Mr.
Thibaut for $33,000. Mr. Thibaut is no longer willing to purchase
the vehicle on the terms set out in that motion. Accordingly, the
Debtor has moved ex parte to withdraw that motion which the Court
granted.
The Debtor wishes to sell the Yukon to Mr. Thibaut in a private
sale, free and clear of liens, for $28,000, with the liens of Ally
Bank and TCB attaching to the sale proceeds.
The Debtor submits that a private sale of the Yukon for fair market
value, rather than an auction procedure, is appropriate given the
nature of the asset.
About Factory Sales and Engineering
An involuntary Chapter 7 petition was filed against Factory Sales
and Engineering, Inc. (Bankr. E.D. La. Case No. 17-11446) on June
6, 2017. The involuntary petition was served on Debtor on Sunday,
June 18. The creditors who signed the petition are Iberdrola
Energy Projects Canada Corporation, represented by Richard A.
Aguilar, Esq., at Mcglinchey Stafford; Maxim Crane Works, L.P.,
represented by John T. Andrishok, Esq., at Breazeale, Sachse &
Wilson; and Precision Bearing & Machine, Inc., represented by A.
Todd Darwin, Esq.
On July 10, the Debtor filed its ex parte motion to convert to
Chapter 11, in which it sought to exercise its right, pursuant to
Bankruptcy Code section 706(a), to convert this case to a Chapter
11 reorganization. On July 17, 2017, the Court entered an order
granting the Debtor's motion to convert the case to a Chapter 11
case, and the Debtor became a debtor-in-possession.
The Debtor's ongoing operations are limited to a project in Chile
that is in the commissioning stage.
Judge Jerry A. Brown presides over the case.
The Debtor tapped Stone Pigman Walther Wittman LLC as bankruptcy
counsel, and Levesque Law Firm, LLC, as special counsel.
FAMILY FOR LIFE: Wants to Use IRS Cash Collateral
-------------------------------------------------
The Family for Life Foundation asks for permission from the U.S.
Bankruptcy Court for the Northern District of Ohio to use cash
collateral in the form of payments which it receives from its
customers.
The Internal Revenue Service, Insolvency Group, has an interest in
the cash collateral sought to be used.
The Debtor says it needs to use this cash collateral in order to
operate its business, purchase inventory and supplies, pay for
utilities and otherwise meet the needs of its customers. The
Debtor has no other funds with which to pay expenses and if the
expenses are not paid, the Debtor will be unable to continue its
business.
The Debtor proposes to protect the interest of the service, by
making monthly periodic payments of $ 1,000 per month to the
Internal Revenue Service, to commence on Oct. 1, 2017.
A copy of the Motion is available at:
http://bankrupt.com/misc/ohnb17-14759-8.pdf
The Family For Life Foundation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio Case No. 17-14759) on Aug. 12, 2017,
estimating under $1 million in both assets and liabilities. The
Debtor is represented by Glenn E. Forbes, Esq., at Forbes Law LLC.
FANSTEEL INC: Can Continue Using Cash Collateral Until Sept. 22
---------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa authorized Fansteel, Inc., to continue to
use TCTM Financial FS, LLC's collateral through Sept. 22, 2017,
pursuant to and upon the same terms as those previously agreed to
by TCTM and the Official Committee of Unsecured Creditors in the
Stipulation and Consent Order approved by the Court in its Order
dated May 11, 2017.
The Debtor's continued use of cash collateral will be pursuant to
and in conformity with the Budget. The 13-Week Budget ending Oct.
27, 2017, reflects total operating cash disbursements of
approximately $1,140,622 and total non-operating disbursements of
approximately $38,973.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/QOOa2G
About Fansteel and Affiliates
Headquartered in Creston, Iowa, Fansteel, Inc., manufactures
aluminum and magnesium castings for the aerospace and defense
industries. Fansteel has four locations in the USA and one in
Mexico and has a workforce of more than 600 employees. Fansteel
generated $87.4 million in revenue in 2015 on a consolidated basis.
Wellman Dynamics Corporation contributed 67% of Fansteel's sales.
The rest of the sales are generated from Intercast, a division of
Fansteel, and other non-debtor subsidiaries.
Fansteel, Wellman Dynamics, and Wellman Dynamics Machinery &
Assembly, Inc. filed Chapter 11 petitions (Bankr. S.D. Iowa Case
Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The
petitions were signed by Jim Mahoney, CEO. The cases are assigned
to Judge Anita L. Shodeen. The Debtors disclosed total assets of
$32.9 million and total debt of $41.97 million.
The companies tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq., at the
Clark Hill Law Firm, as Environmental Counsel.
The companies filed motions to jointly administer the cases
pursuant to Bankruptcy Rule 1015(b), and the court ordered the
joint administration on Oct. 17, 2016. The court subsequently
entered an order on May 24, 2017, vacating its Oct. 17 order and
discontinuing the joint administration of the cases under the lead
case of Fansteel.
On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors in Fansteel's bankruptcy
case. The committee retained Morris Anderson & Associates, Ltd.,
as financial advisor; and Archer & Greiner, P.C. and Nyemaster
Goode, P.C., as counsel.
In March 2017, the U.S. trustee announced that the unsecured
creditors' committee of Fansteel would no longer serve as the
official committee in its case and that it would be reconstituted
as the official committee of unsecured creditors in the Chapter 11
cases of Wellman Dynamics and Wellman Dynamics Machinery. As of
March 22, 2017, a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.
Wellman Dynamics filed a Chapter 11 plan of reorganization and
disclosure statement on Jan. 11, 2017. On May 8, 2017, the
creditors' committee of Wellman Dynamics filed a rival Chapter 11
plan of liquidation for the company.
FIRST MIDWEST: Fitch Affirms BB+ Subordinated Debt Rating
---------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) and Viability Ratings (VRs) of First Midwest Bancorp (FMBI)
and its primary bank subsidiary, First Midwest Bank, at 'BBB-'. The
Rating Outlook remains Stable.
KEY RATING DRIVERS
VR, IDRs AND SENIOR DEBT
The action reflects FMBI's steady operating performance and solid
execution of acquisitions to date. The affirmation also reflects
FMBI's good funding profile, low cost of deposits and reasonable
capital levels relative to its rating. Offsetting these strengths
is recent asset quality deterioration and FMBI's geographic
concentration within the greater Chicagoland operating market,
which continues to be challenged economically and fiscally.
After showing improvement for many quarters, FMBI's asset quality
has shown some signs of reverting to more historical norms. FMBI's
non-performing asset (NPA) ratio (inclusive of accruing troubled
debt restructures [TDRs]) increased from 0.87% at June 30, 2016
(2Q16) to 1.05% at 2Q17. This was primarily driven by two larger
credits that were previously criticized internally and were
subsequently placed on nonaccrual.
Even with the increase in NPAs, net charge-offs (NCOs) have
remained low relative to FMBI's historical averages. NCOs have
averaged under 20bps over the last five quarters. Fitch expects
FMBI's asset quality to normalize going forward as organic growth
over the last few years well-exceeded peers and the industry and
the new loans will continue to season. This expectation is
reflected in rating affirmation as well as the Stable Outlook.
FMBI's earnings performance has remained in-line with expectations
and has been incorporated into actions. Fitch notes that when
excluding significant acquisition-related expenses and one-time
gains, FMBI's return on average assets (ROA) has been at or below
1%, in-line with rated and direct peers. Effective July 1, 2017,
FMBI will be subject to the Durbin Amendment, due totoal
consolidated assets exceeding $10 billion. This will adversely
impact noninterest income at around $12 million per year, or
approximately 7.5% of 2016 noninterest income. However, Fitch
expects FMBI's larger loan portfolio to generate sufficient
interest income such that the reduction in interchange revenue is
reasonably offset.
FMBI's solid funding profile continues to support its rating.
Similar to most in its peer group and across the industry, FMBI has
reduced its exposure to more volatile sources of funding through
good core deposit growth enabled by interest rates that remain at
historical lows. Fitch also expects FMBI to benefit from the
ongoing actions of larger banks that need to comply with regulatory
liquidity measures. These banks have been exiting collateralized
deposit relationships, primarily with municipalities. Fitch expects
these deposits to flow down to FMBI, keeping its loan-to-deposit
ratio and funding costs at levels commensurate with its rating
level. FMBI's cost of total deposits and interest bearing deposits
of 14bps and 20bps, respectively through 1H17, are considered
strong and supportive of FMBI's current rating and Outlook.
Fitch expects FMBI's capital position to modestly improve over the
near- to medium-term, an expectation incorporated into affirmation
and Stable Rating Outlook. At 2Q17, FMBI's common equity tier 1
(CET1) ratio of 9.30% was one of the lowest in Fitch's U.S. bank
rated universe. However, Fitch observes that FMBI has kept its
dividend payout ratio relatively low compared to others and
currently does not have a share buyback program in place.
Therefore, Fitch would expect the CET1 ratio to increase into the
mid-9% range by the end of 2017 and into 2018. Moreover, Fitch
notes that FMBI has a deferred gain of approximately $78 million
pretax from its 2016 branch sale-leaseback transaction, which would
add approximately 35bps to its CET1 ratio when realized.
SUPPORT RATING AND SUPPORT RATING FLOOR
FMBI has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, FMBI is not systemically important and therefore,
the probability of support is unlikely. The IDRs and VRs do not
incorporate any support.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
FMBI's subordinated debt is notched one level below its VR for loss
severity, while any preferred stock is notched five levels below
its VR, two times for loss severity and three times for
non-performance, and trust preferred securities are notched two
times from the VR for loss severity and two times for
non-performance. These ratings are in accordance with Fitch's
criteria and assessment of the instruments non-performance and loss
severity risk profiles and have thus been affirmed due to the
affirmation of the VR.
HOLDING COMPANY
FMBI's IDR and VR are equalized with its operating company, First
Midwest Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.
LONG- AND SHORT-TERM DEPOSIT RATINGS
FMBI's uninsured deposit ratings at the subsidiary banks are rated
one notch higher than the company's IDR and senior unsecured debt
because U.S. uninsured deposits benefit from depositor preference.
U.S. depositor preference gives deposit liabilities superior
recovery prospects in the event of default.
RATING SENSITIVITIES
IDRs, VR AND SENIOR DEBT
Fitch believes there is limited upside to FMBI's ratings over the
intermediate term given the bank's geographic concentrations.
Moreover, rating upside is limited as FMBI works on integrating
recent acquisitions.
FMBI's ratings are sensitive to its ability to achieve many of the
key targets undertaken for the Standard Bancshares (SBI)
transaction including the 75% cost saves in 2017 and 100% in 2018.
As noted above the acquisition should aid in absorbing the adverse
impact on revenue related to the Durbin Amendment, allowing FMBI to
maintain reasonable profitability going forward. Although not
expected, the bank's ratings could be pressured if it is not able
to realize/generate the internal rate of return (IRR), estimated
profitability improvements, and cost saves incorporated in the deal
terms. Further, should unexpected operational and integration risks
arise that are material to financial performance, FMBI's rating
could likely be reviewed for negative rating action.
Moreover, Fitch continues to believe that ratings pressure could
ensue should management take an aggressive approach to capital
management such as future acquisitions of size in the near-term
without correspondent capital raising either through the
realization of the deferred sale-leaseback related gain or other
methods.
Over the long-term horizon, Fitch believes there could be limited
upside rating potential for FMBI. Fitch would need to observe
evidence of underwriting standards and performance in-line with
higher rated peers as FMBI's loan portfolio further seasons.
Further catalysts for upward rating movement would include the
ability to generate stronger core profitability measures while
maintaining capital ratios commensurate with higher rated peers.
Lastly, Fitch would consider evidence that investments in
operational infrastructure have kept pace with FMBI's growing
scale.
SUPPORT RATING AND SUPPORT RATING FLOOR
The Support Rating and Support Rating Floor are sensitive to
Fitch's assumptions regarding FMBI's capacity to procure
extraordinary support in case of need.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Hybrid capital issued by FMBI and its subsidiaries are all notched
down from the VRs of FMBI in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles, which vary considerably. Their ratings are
primarily sensitive to any change in FMBI's VRs.
HOLDING COMPANY
If FMBI became undercapitalized or increased leverage
significantly, there is the potential that Fitch could notch the
holding company IDR and VR from the ratings of the operating
companies.
LONG- AND SHORT-TERM DEPOSITS
The ratings of long- and short-term deposits issued by FMBI and its
subsidiaries are primarily sensitive to any change in the company's
IDR. This means that should a long-term IDR be downgraded, deposit
ratings could be similarly affected.
Fitch has affirmed the following ratings with a Stable Outlook:
First Midwest Bancorp, Inc.
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Subordinated debt at 'BB+';
-- Support at '5';
-- Support Floor at 'NF'.
First Midwest Bank
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Long-Term deposits at 'BBB';
-- Short-Term deposits at 'F3'.
-- Viability Rating at 'bbb-';
-- Support at '5';
-- Support Floor at 'NF'.
First Midwest Capital Trust I
-- Preferred stock at 'B+'.
FLAVORS HOLDINGS: Moody's Affirms B3 CFR & Revises Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Flavors Holdings
Inc. and changed its rating outlook to negative from stable.
Moody's cited financial performance below its expectations and weak
liquidity as reasons for the change in outlook. Flavors' revenue
continues to decline and its new Whole Earth Sweetener Company
subsidiary has yet to generate any meaningful revenue and has
negative earnings. Funding for the development and marketing of
Whole Earth Sweetener Company's new natural sweetener products has
caused liquidity to decline. The negative outlook reflects Moody's
expectation that liquidity will remain weak and that the company
will not meet its financial leverage covenant in the first quarter
of 2018.
Ratings affirmed:
- Corporate Family Rating at B3
- Probability of Default Rating at B3-PD
- $50 million first lien revolving credit facility at B3 (LGD 3)
- $350 million first lien senior secured term loan due April 2020
at B3 (LGD 3)
- $50 million second lien term loan due October 2021 at Caa2 (LGD
6)
The ratings outlook is negative.
RATINGS RATIONALE
Flavors Holdings' B3 Corporate Family Rating reflects the company's
small scale, niche product categories, high financial leverage, and
Moody's expectation of an aggressive financial policy. These
factors are partially offset by strong profit margins and good
geographic diversification.
Flavors Holdings' B3 Corporate Family Rating reflects declining
revenue and earnings as consumers continue to trend away from
artificial sweeteners, high financial leverage with pro forma
debt/EBITDA around 6 times over the next couple years, and weak
liquidity including a leverage covenant that Moody's does not
expect the company to remain in compliance with. The rating also
reflects strong profit margins on its legacy products, good
geographic diversification with Europe and North America being its
largest markets followed to a lesser degree by Asia and other
regions, and significant licorice inventory that could potentially
provide liquidity.
Ratings could be downgraded if earnings continue to decline, if
liquidity weakens further, or if financial leverage is not
reduced.
Ratings could be upgraded if the company is able to profitably grow
revenue, liquidity improves, and debt/EBITDA is sustained below 5.5
times.
Flavors Holdings Inc. manufactures, markets and distributes
tabletop sweeteners through its subsidiary Merisant Company.
Merisant markets its tabletop sweeteners primarily under the
Canderel, Equal, Pure Via, and Whole Earth Sweetener brands to
retail and foodservice customers globally and represents
approximately 59% of Flavors Holdings' revenues. Flavors Holdings
also produces a variety of licorice products from licorice root,
intermediary licorice extracts produced by others and certain other
ingredients through its subsidiary Mafco Worldwide. Mafco
represents approximately 41% of Flavors Holdings' revenues. About
half of Mafco's sales are to the tobacco industry for use as flavor
enhancing and moistening agents. Mafco also sells licorice products
to food processors, confectioners, cosmetic companies and
pharmaceutical manufactures for use as flavoring, moisturizing, or
masking agents. Flavors Holdings is indirectly owned by MacAndrews
& Forbes Incorporated. Revenue was $291 million for the twelve
months ended June 30, 2017.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
FTI CONSULTING: S&P Alters Outlook to Neg. on Increased Leverage
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on FTI Consulting
Inc. to negative from stable. At the same time, S&P affirmed its
ratings on the company, including the 'BB+' corporate credit
rating.
S&P said, "The negative outlook on FTI reflects our view that the
company's current leverage is high for our 'BB+' rating and could
remain high over the next six to 12 months, absent an improvement
in its corporate finance and restructuring consulting services'
operating performance.
"The negative rating outlook reflects FTI's high debt leverage of
3.3x as of June 30, 2017, which was above our 3.0x threshold for
the 'BB+' corporate credit rating; and the risk that leverage could
remain above 3x, absent a meaningful improvement in performance in
the company's corporate finance and restructuring consulting
services segments
"We could lower the corporate credit rating over the next 12 months
if the company's leverage stays above 3x due to prolonged weakness
in the demand for corporate finance and restructuring consulting
services. Additionally, we could lower the rating if the company
adopts a more aggressive financial policy, driven by debt-financed
acquisitions or debt-financed share repurchase.
"We could revise the outlook to stable if FTI's operating
performance and demand for its corporate finance consulting
services improves, resulting in EBITDA growth and debt leverage
declining below our 3x threshold for the 'BB+' corporate credit
rating."
GABRIELLE LAVERNE BROWN: Facility's Operations Still Suspended
--------------------------------------------------------------
Joseph Rodrigues, the Patient Care Ombudsman appointed for
Gabrielle Laverne Brown, dba Sonoma Serenity Home, filed a third
report with the U.S. Bankruptcy Court for the Northern District of
California.
Based on the events reported in the PCO's last report to the court,
the California Department of Social Services, Community Care
Licensing obtained a Temporary Suspension Order on July 7, 2017.
This TSO necessitated that all residents leave the facility and
relocate to other facilities. This TSO also removed the ability of
the facility to legally have any new residents in the home
receiving care. Since that date, no residents have been in care at
the facility.
As no residents are in care, the PCO has no recommendations for the
court at this time.
A full-text copy of the Third PCO Report dated August 25, 2017, is
available at:
http://bankrupt.com/misc/canb17-10255-68.pdf
About Gabrielle Laverne Brown
Gabrielle Laverne Brown filed a pro se Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10255) on April 6, 2017.
Pursuant to the order directing the appointment of a Patient Care
Ombudsman entered by this court on April 7, 2017, Tracy Hope Davis,
the United States Trustee, duly appointed Joseph Rodrigues as the
Patient Care Ombudsman in this case.
GARBER BROS: Hires Clarke Snow as Accountants
---------------------------------------------
Garber Bros., Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Clarke, Snow &
Riley, LLP as its accountants.
The Debtor requires Clarke Snow to provide accounting, auditing and
tax services to the Debtor with respect to the Debtor's 401(k) plan
and the preparation and filing of the Debtor's 2016 and 2017
federal and state tax returns.
Clarke Snow fees for the services are:
-- $12,500 for each of the 2016 and 2017 ERISA audits; and
-- $4,500 for preparing and filing the required federal state
tax returns for each of calendar year 2016 and 2017, or a
total amount of $34,000.
Upon approval of the application, the Debtor will pay Clarke Snow a
retainer of $10,000.
Michael J. Hall, principal of Clarke Snow, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Clarke Snow can be reached at:
Michael J. Hall
CLARKE, SNOW & RILEY, LLP
25 Newport Avenue Extension
Quincy, MA 02171
Tel: (617) 773-9944
About Garber Bros.
Garber Bros., Inc., is a greater Boston convenience store
distributor. It abruptly closed its doors on April 10, 2017, and
ceased operations.
Alleged creditors signed an involuntary Chapter 7 petition for
Garber Bros. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017.
The petitioning creditors are BIC USA, Conagra Brands, Inc.,
General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA,
The Coca-Cola Company, and The Hershey Company. The petitioning
creditors are represented by Janet E. Bostwick, at Janet E.
Bostwick, PC.
On June 7, 2017, the Court granted the Debtor's motion to convert
the case to Chapter 11. Murphy & King, PC, is the Debtor's
counsel, and Argus Management Corporation serves as the Debtor's
financial advisor.
On June 28, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors. The Committee is represented by Blakeley
LLP.
GARY D. TISCH: Selling 80% Stock Interest in Liquor Barn for $1.5M
------------------------------------------------------------------
Gary D. Tisch asks the U.S. Bankruptcy Court for the District of
Colorado to authorize the sale of his full 80% stock interest in
The Liquor Barn, Ltd., located at 4415 S. Broadway, Englewood, CO,
IRS EIN: 84-071769, to Karamjit Kaur for $1,500,000.
The Debtor has located a ready, willing and able buyer to purchase
his 80% stock interest. Creditors Daniel Tisch and Eva Tisch each
own 10% of the stock of The Liquor Barn, Ltd. representing a
combined 20% shareholder interest. It is the Debtor's intent to
work out an agreement with Creditors Daniel Tisch and Eva Tisch
whereby the latter similarly sell their respective 10% stock
interests in The Liquor Barn (Daniel Tisch and Eva Tisch would
immediately cash out their respective 10% interests pre-tax) so
that the entire business can be sold in its entirety to an outside
third party.
The Debtor has now notified his counsel that he has located the
Buyer who apparently is a member of a family that currently owns
five other liquor stores. The Buyer represents that he is
financially able to pay the entire purchase in cash and without the
need for third party or bank financing. The Debtor and the Buyer
have initially agreed for the latter to purchase (if agreement with
Creditors Daniel Tisch and Eva Tisch is reached) the entire Liquor
Barn, Ltd. business for $1,500,000. Using these numbers, the
Debtor's 80% stock interest is worth $1,350,000 before liens and
taxes. The closing is estimated to take place on Oct. 15, 2017.
It is the Debtor's intent to sell his full 80% stock interest to
the Buyer, then deposit the net proceeds (after all liens are fully
paid and after capital gains taxes, income taxes and/or property
taxes are fully paid) into an escrow account held by a neutral
third party fiduciary (i.e. a bank or trust company) pending
resolution of his state court appeal of the judgment in favor of
Daniel Tisch and Eva Tisch. In the alternative, if the Court does
not authorize, such net proceeds will be turned over in full to a
Creditor Fund pursuant to the terms of an Amended Chapter 11 Plan
established by the Debtor and specifically to be used to pay off
the entire Amended Chapter 11 Plan. Such Creditor Fund is to be
established and funded within seven calendar days of his receipt of
any funds from the sale of The Liquor Barn, LTD stock for the
benefit of the Bankruptcy Estate.
The Debtor is acting as his own broker so no Motion to Employ
Broker is being filed and no broker(s) fees are anticipated. He
has attached an August 2017 Balance Sheet for The Liquor Barn which
shows the Total Assets at $654,464 but this number does not account
for Goodwill which constitutes well over half of the FMV of this
business and reflects the difference between the $1,500,000 FMV of
the overall business versus the $654,464 shown for Total Assets.
Additionally, Mountain View Bank of Commerce's secured debt of
$145,247 is reflected in the Balance Sheet as Loans from Officer
and Loans from Officer – Gary Tisch. Overall, if/when The Liquor
Barn sells for $1,500,000 with Total Liabilities as listed in the
Balance Sheet of $434,890 immediately paid, Debtor estimates the
net difference of $1,065,110 minus taxes to be paid to the
Bankruptcy Estate.
The granting of the Motion to Sell Stock Interest in The Liquor
Barn is clearly in the best interests of the entire Bankruptcy
Estate and all creditors. Even after any built in capital gains
taxes are realized as of the sale date, unsecured creditors
(particularly creditors Daniel Tisch and Eva Tisch) will be paid a
substantial dividend and, specifically, the majority of their
judgment.
Counsel for Daniel/Eva Tisch:
Andrew D. Johnson, Esq.
ONSAGER FLETCHER JOHNSON, LLC
1801 Broadway, Ste. 900
Denver, CO 80202
Counsel for Mountain View Bank of Commerce:
Kyle C. Kreischer, Esq.
CIANCIO CIANCIO BROWN P.C.
390 Interlocken Crescent, Ste. 350
Broomfield, CO 80021
Gary D. Tisch filed a Chapter 11 petition (Bankr. D. Colo. Case No.
17-13428) on April 17, 2017, and is represented by David M.
Serafin, Esq.
GELTECH SOLUTIONS: Warren Mosler Has 12.7% Stake as of Aug. 11
--------------------------------------------------------------
Warren Mosler disclosed in a regulatory filing with the Securities
and Exchange Commission that as of Aug. 11, 2017, he beneficially
owns 8,337,531 shares of common stock of GelTech Solutions, Inc.
constituting 12.7 percent based on 63,286,396 shares outstanding as
of Aug. 30, 2017. The amount beneficially owned includes
securities not outstanding, which are subject to options, warrants,
rights or conversion privileges that are exercisable within 60 days
of Aug. 29, 2017. A full-text copy of the Schedule 13G is
available for free at https://is.gd/kVzTAZ
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3) Soil2O(R),
a product which reduces the use of water and is primarily marketed
to golf courses, commercial landscapers and the agriculture market;
and (4) FireIce(R) Home Defense Unit, a system for applying
FireIce(R) to structures to protect them from wildfires.
GelTech Solutions reported a net loss of $4.67 million on $1.20
million of sales for the year ended Dec. 31, 2016, compared with a
net loss of $6.02 million on $1.31 million of sales for the year
ended Dec. 31, 2015.
As of June 30, 2017, Geltech had $2.31 million in total assets,
$8.74 million in total liabilities and a total stockholders'
deficit of $6.42 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has a net
loss and net cash used in operating activities in the amount of
$4,672,043 and $3,344,593, respectively, for the year ended
December 31, 2016 and has an accumulated deficit and stockholders'
deficit of $47,957,926 and $6,363,616, respectively, at Dec. 31,
2016. These matters raise substantial doubt about the Company's
ability to continue as a going concern.
GLENN GAMER: $150K Sale of Yuma Property to Kondos Approved
-----------------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Nevada authorized the short sale by Glenn G. and Kathryn M. Gamer
of real property located at 3129 West 27th Lane, Yuma, Arizona, to
James H. and Dungduan K. Kondo for $150,000.
A hearing on the Motion was held on Aug. 30, 2017 at 9:30 a.m.
The sale is free and clear of all liens, provided that the secured
liens currently on the Subject Property, namely the primary lien in
favor of Ditech, and the junior lien in favor of Specialized Loan
Services, are paid-off, in full, as a result of the sale.
Glenn G. Gamer and Kathryn M. Gamer sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-17863) on Sept. 12, 2013. On Nov. 17,
2014 the Court confirmed the Debtors' Chapter 11 Plan.
GOLDSTREET AUTOMOTIVE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Goldstreet Automotive, LLC as
of August 30, according to a court docket.
About Goldstreet Automotive, LLC
Goldstreet Automotive, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Tenn. Case No. 17-04943) on July 21, 2017. Timothy G.
Niarhos, Esq., at Niarhos & Waldron, PLC serves as bankruptcy
counsel.
The Debtor's assets and liabilities are both below $1 million.
GOODWILL INDUSTRIES: Seeks Approval to Use Cash Collateral
----------------------------------------------------------
Goodwill Industries of Southern Nevada, Inc., asks for
authorization from the U.S. Bankruptcy Court for the District of
Nevada to use cash collateral until Sept. 1, 2017.
The Debtor has requested authorization from the indenture trustee
U.S. Bank National Association to use the cash collateral in the
operation of the business, and the Indenture Trustee has required
that the Debtor entering into a stipulation.
The Debtor tells the Court that it has an immediate need for access
to its cash, otherwise it will not be able to pay employees and
other expenses essential to maintain its operations. The
preliminary approval of the Stipulation and the budget is therefore
an emergency in order to sustain operations, and is necessary to
avoid immediate and irreparable harm.
It is undisputed that the Indenture Trustee is the senior secured
lender with a first priority security interest in and to any cash
and cash collateral. The Debtor is only seeking to use cash
collateral to preserve, maintain and operate its operations in the
ordinary course of the business, and presently only for the first
four months of the Chapter 11 case. The Debtor should be granted
authority to use cash collateral consistent with the budget and the
other terms and conditions in the Stipulation, because the use to
maintain the Debtor's operations, in and itself, provides the
trustee with adequate protection.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/nvb17-14398-38.pdf
About Goodwill Industries
Founded in 1975 and headquartered in North Las Vegas, Nevada,
Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a
registered 501(c)(3) nonprofit, accepts the communities' gifts in
the form of donated goods and sells those items to provide free job
training and placement services for unemployed locals. In 2016,
Goodwill of Southern Nevada served the job training needs of 14,465
and directly placed 3,004 individuals into local jobs. Goodwill
also makes a significant impact on the environment through
recycling and reuse practices. In 2016, there were 873,624
generous donors of goods who helped Goodwill divert over 26 million
pounds from its local landfills.
Goodwill Industries of Southern Nevada, Inc. -- d/b/a Goodwill of
Southern Nevada, Goodwill Deja Blue Boutique, Goodwill
Store/Donation Center, Goodwill Clearance Center, Goodwill Select,
and Goodwill Donation Center -- filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 17-14398) on Aug. 11, 2017,
estimating its assets and debts at between $10 million and $50
million. The petition was signed by John Hederman, interim chief
executive officer.
Judge Bruce T. Beeley presides over the case.
Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the
Debtor's bankruptcy counsel.
GRAND DAKOTA: Third Interim Cash Collateral Use Order Entered
-------------------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina has entered a third interim
order authorizing Grand Dakota Partners, LLC, and Grand Dakota
Hospitality, LLC, to use cash collateral of American Bank Center to
pay the hotel's operating expenses and other expenditures set forth
in the cash collateral and to pay sales taxes to the appropriate
taxing authorities.
The Debtors need to use cash collateral to fund day-to-day
operations at the Grand Dakota Lodge.
The Debtors' motion for authority to use cash collateral beyond the
Third Interim Period will be considered further by the Court at a
continued hearing at 9:30 a.m., on Aug. 30, 2017 (prevailing
Eastern time).
American Bank previously consented to the Debtors' use of cash
collateral, through Aug. 20, 2017, on the terms contained in the
second interim court order authorizing cash collateral use.
American Bank consents to the Debtors' use of cash collateral
through Aug. 31, 2017.
American Bank will have replacement liens on such of the Debtor's
post-petition assets that the bank had before the commencement of
these cases, including but not limited to cash and any receivables
generated by postpetition operations of the Debtors' operating
assets. If, however, the Court subsequently determines that there
is a defect in the perfection or priority of American Bank's
prepetition liens and interests, the replacement liens granted will
remain subject to the challenge by the Debtors or any other party
in interest.
A copy of the Order is available at:
http://bankrupt.com/misc/ncwb17-31184-45.pdf
About Grand Dakota
Grand Dakota owns the Ramada Grand Dakota Hotel Dickinson located
near Prairie Hills Mall. The hotel's rooms and suites have Serta
beds, flat-screen TVs, and free WiFi. It also has an indoor pool,
hot tub and fitness center. The hotel also features an onsite
restaurant, barber shop, lounge, and 14,000-square-feet of
conference space.
Affiliated debtors Grand Dakota Partners, LLC and Grand Dakota
Hospitality, LLC each filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.C. Case No. 17-31184 and 17-31185) on July 20, 2017.
The petitions were signed by Stephen D. Barker, president, Cibix
Management, Inc., the managing member of the Debtors.
Judge Laura T. Beyer presides over the case.
Grand Dakota Partners estimated its assets and liabilities at
between $10 million and $50 million. Grand Dakota Hospitality
estimated its assets at up to $50,000 and liabilities at between
$10 million and $50 million.
Bradley E. Pearce, Esq., at Pearce Law PLLC, serves as the Debtors'
bankruptcy counsel.
GRANDPARENTS.COM INC: Reaches Compromise with VB Funding
--------------------------------------------------------
BankruptcyData.com reported that Grandparents.com Inc. filed with
the U.S. Bankruptcy Court a motion to compromise controversy with
VB Funding. The motion explains, "The Debtors seek approval of a
settlement reached with VB Funding, which will result in a
distribution to general unsecured creditors which in all
circumstances will be no less than 8% higher than if this
settlement was not achieved. The settlement could permit those
distributions to approach 80% . . . . Based upon the Debtors'
evaluation of: (i) the Estates' and VB Funding's arguments as to
certain lien rights; (ii) the anticipated costs that will be
incurred in connection with that dispute; (iii) the estimated
amount of allowed claims against the Estates and the guaranteed
recovery to same which the Settlement permits; and (iv) the costs
and risks to the Estates associated with continued litigation at
both the trial and appellate levels, the Debtors believe that the
Settlement should be approved. The terms of the Settlement are: VB
Funding has contributed $200,000 to the Debtors to wind down and
otherwise administer the remaining assets in the Estates. VB
Funding has funded $50,000, specifically earmarked for a general
unsecured creditor distribution. VB Funding, which has an allowed
claim in the amount of $9,188,537.96, shall waive its lien on any
assets of the Estates and Liquidating Trust. VB Funding will
receive the first $300,000 of any net proceeds from any net
litigation recovery by the liquidating trust. The general unsecured
creditors will receive the next $450,000 of the net proceeds of any
litigation claims." The Court scheduled a September 15, 2017
hearing to consider the motion.
About Grandparents.com Inc.
New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market. The Web site offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.
Granparents.com, Inc., and Grand Cards LLC filed Chapter 11
petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704,
respectively) on April 14, 2017. The petitions were signed by
Joshua Rizack, chief restructuring officer, The Rising Group
Consulting, Inc.
The Debtors listed combined assets of $1 million and combined
liabilities of $24.9 million.
The Hon. Laurel M. Isicoff presides over the cases.
The Debtors are represented by Steven R. Wirth, Esq., and Eyal
Berger, Esq., at Akerman LLP. They have also tapped Genovese
Joblove & Battista, P.A. as special litigation counsel and
conflicts counsel, and EisnerAmper LLP as accountants and financial
advisor.
GREEN WIZARD TIRE: Hires David W. Steen as Bankruptcy Counsel
-------------------------------------------------------------
Green Wizard Tire Recyclers, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ David
W. Steen, P.A., as counsel to the Debtor.
Green Wizard Tire requires David W. Steen to provide legal services
and represent the Debtor in the Chapter 11 bankruptcy proceeding.
David W. Steen will be paid at these hourly rates:
Attorneys $450
Associate/Contract Attorney $300
Paralegals $140
David W. Steen will be paid a retainer in the amount of $10,000. As
of the petition date, David W. Steen was paid the sum of $5,000 by
Edward Beauchaine, manger of the Debtor. The balance retainer will
be paid by Mr. Beauchaine $1,000 per week for five weeks.
David W. Steen will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David W. Steen, member of David W. Steen, P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
David W. Steen can be reached at:
David W. Steen, Esq.
DAVID W. STEEN, P.A.
2901 W. Busch Blvd., Suite 311
Tampa, FL 33618
Tel: (813) 251-3000
E-mail: dwsteen@dsteenpa.com
About Green Wizard Tire Recyclers, LLC
Green Wizard Tire Recyclers, LLC, owns a recycling center in Tampa,
Florida. It is a small business debtor as defined in 11 U.S.C.
Sec. 101(51D).
Green Wizard Tire Recyclers, LLC, based in Valrico, FIorida, filed
a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07160) on
August 15, 2017. David W. Steen, Esq., at David W. Steen, P.A.,
serves as the Debtor's bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Edward
Beauchaine, manager.
GRESHAM & GRAHAM: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Gresham & Graham General
Partnership as of Aug. 29, according to a court docket.
Headquartered in Tempe, Arizona, Gresham & Graham General
Partnership listed its business as a single asset real estate (as
defined in 11 U.S.C. Section. 101(51B)). Its principal assets are
located at 3907 Gresham Street #6, San Diego, CA 92109.
Gresham & Graham filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 17-08801) on July 31, 2017, estimating its assets
and liabilities at between $1 million and $10 million. The
petition was signed by Theresa Littler, general partner.
Judge Eddward P. Ballinger Jr. presides over the case.
Blake D. Gunn, Esq., at Law Office Of Blake D. Gunn serves as the
Debtor's bankruptcy counsel.
The Debtor previously sought bankruptcy protection on Jan. 20, 2012
(Bankr. D. Ariz. Case No. 12-01091) and Aug. 20, 2012 (Bankr. D.
Ariz. Case No. 12-18559).
HAGHIGHI FAMILY: Wants to Use PNC Bank's Cash Collateral
--------------------------------------------------------
Haghighi Family and Sports Medicine, P.A., asks the U.S. Bankruptcy
Court for the Middle District of Florida for authority to use cash
collateral.
Prior to the Petition Date, the Debtor entered into a Notes and
Agreements with PNC Bank, N.A. PNC Bank perfected its security
interest by filing a State of Florida Uniform Commercial Code
Financing Statement Form. 9Pursuant to the UCC-1, PNC Bank has
liens on the Debtor's personal property, including inventory and
the proceeds thereof. The Debtor has prepared a detailed budget
and intends on offering replacements liens to PNC Bank in order to
protect the creditor's interest as well as monthly payments.
The Debtor will work with PNC Bank in order to get an agreed order
on this motion.
In addition to replacement liens, the Debtor is offering to a
monthly interest only payment of $2,377.46. This payment is based
upon $570,592.45, at 5% interest.
A copy of the Debtor's motion is available at:
http://bankrupt.com/misc/flmb17-03033-8.pdf
Haghighi Family and Sports Medicine, P.A.'s business operations
involve owning and operating a medical practice with two locations
in northeast Florida. Haghighi Family and Sports Medicine filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
17-03033) on Aug. 18, 2017.
The Debtor's counsel can be reached at:
Jason A. Burgess, Esq.
1855 Mayport Road
Atlantic Beach, Florida 32233
Tel: (904) 354-5065
E-mail: jason@jasonaburgess.com
HAHN HOTELS: Exclusive Plan Filing Period Extended Until Nov. 1
---------------------------------------------------------------
The Hon. Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for
the Eastern District of Texas has issued an order extending the
exclusive periods during which Hahn Hotels of Sulphur Springs, LLC
and its debtor-affiliates may file a plan of reorganization and
obtain acceptances of that plan, through and including November 1,
2017, and January 10, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought exclusivity extension to provide them with the time
and information necessary to negotiate with their key creditors and
formulate a plan of reorganization. The Debtors said that having
such time and information places them in a better position to
negotiate a plan that has the support of the Debtors' key
stakeholders.
The Debtors said that these cases have been designated as complex
chapter 11 cases due to the total amount of debt and number of
parties in interest involved. With these complexities, the Debtors
and their counsel have needed the time following the Petition Date
to address initial case and creditor issues, gather information,
prepare for negotiations with the Debtors' secured lenders, and
develop strategies for a successful reorganization.
While the Debtors had initial discussions with their lenders, the
Debtors alleged that substantive negotiations have been suspended
until the Debtors' key properties can be appraised. The Debtors
told the Court that once those appraisals have been completed, they
will be better able to consider possible paths forward in
negotiations and in formulating a plan of reorganization.
Moreover, while the Debtors have made good faith progress towards a
successful reorganization, the Debtors claimed that several steps
remain and will not be possible without the forthcoming appraisals.
The Debtors told the Court that if the appraisals show that they
maintain equity in their key properties as estimated, the Debtors
expect that they will have several options available to them for
exiting chapter 11.
About Hahn Hotels
Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur
Springs, LLC, owns the La Quinta Inns and Suites, which provides
hotel accommodations for business and leisure travelers across the
United States, Canada, and Mexico.
Hahn Hotels of Sulphur Springs, LLC, along with its affiliates,
including Hahn Investments, LLC, sought Chapter 11 protection
(Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017. The
petitions were signed by Dante Hahn, president.
Hahn Hotels of Sulphur estimated its assets and liabilities of
between $1 million and $10 million. Hahn Investments estimated its
assets and liabilities of between $10 million and $50 million.
Judge Brenda T. Rhoades presides over the cases.
Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The
Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an
office in Dallas, Texas, serve as the Debtors' bankruptcy counsel.
HAMPSHIRE GROUP: Still Reconciling Priority Employee Claims
-----------------------------------------------------------
Hampshire Group, Limited, et al., and the Official Committee of
Unsecured Creditors filed with the U.S. Bankruptcy Court for the
District of Delaware a first amended joint Chapter 11 plan of
liquidation dated Aug. 16, 2017.
On the Effective Date, all Class 3 interests in the Debtors will be
cancelled, and the holders will not be entitled to, and will not
receive or retain, any property on account of the interests under
the Plan.
The Debtors are in the process of reconciling priority employee
claims for employee benefits like unpaid severance and unused
vacation time and reserve the right to amend the schedules and to
mark any claim as having been partially or fully satisfied, waived
and extinguished, as applicable. On or as soon as practicable
after the Effective Date, after the Liquidation Trustee has paid,
resolved, or reserved for, as applicable, all administrative
expense claims in accordance with the Plan, the Liquidation Trustee
will pay the allowed amount of each allowed priority employee claim
in accordance with the terms of the Plan and other court orders.
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/deb16-12634-316.pdf
The Debtors proposed in previous plan that the Liquidation Trustee
distribute, on a pro rata basis, the distributable cash by (a)
making pro rata distributions of cash to each holder of an allowed
priority employee claim and (b) funding a plan reserve in cash for
all disputed priority employee claims the aggregate amount of which
equals the sum of (y) the pro rata distribution calculated based
upon the undisputed amount, if any, of each disputed priority
employee claim after taking into account any claims, rights, or
defenses of the Debtors, their estates, or the liquidation trust,
and (z) the Liquidation Trustee's good faith estimate of a
sufficient amount to satisfy the disputed amount of each disputed
priority employee claim. On not less than a quarterly basis, the
Liquidation Trustee would distribute the distributable cash (if an)
in accordance with the preceding sentence until the time as (i) all
allowed priority employee claims have been paid in full in cash, or
as otherwise agreed to by the holder of a priority employee claim
and the Liquidation Trustee, or (ii) the trust assets have been
exhausted. The Liquidation Trustee would use reasonable best
efforts to, on or prior to Dec. 31, 2017, resolve all priority
employee claims.
As reported by the Troubled Company Reporter on Aug. 2, 2017, the
Debtors and the Committee filed with the Court a disclosure
statement dated July 19, 2017, for the joint Chapter 11 plan of
liquidation. The Committee estimated that recoveries for holders
of allowed claims in Class 2 could be between 0.2% and 29% under
the Plan.
About Hampshire Group
New York-based Hampshire Group, Limited (OTC Markets: HAMP), is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.
Hampshire Group, Limited and two affiliates -- Hampshire Brands and
Hampshire International -- sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016,
to facilitate the orderly wind-down of their business operations.
The petitions were signed by Paul Buxbaum, president and chief
executive officer.
Hampshire Group disclosed $25.9 million in assets and $41.8 million
in liabilities. Brands listed under $50 million in both assets and
debt. International listed under $50,000 in assets and under $50
million in liabilities.
Louis M. Rappaport, Esq., at Blank Rome LLP, represents the
Debtors. William Drozdowski of GRL Capital Advisors LLC has been
tapped as the Debtors' chief financial officer.
The U.S. Trustee for Region 3 has appointed five creditors to serve
in the official unsecured creditors committee in the case.
Pachulski Stang Ziehl & Jones LLP serves as legal counsel, and
Gavin/Solmonese LLC as financial advisor to the Committee.
* * *
The Bankruptcy Court authorized Hampshire Group, Limited, to sell
certain assets to The Fashion Exchange, LLC, pursuant to an asset
purchase agreement dated Jan. 13, 2017. The sold assets include
James Campbell assets. The consideration for the Inventory on Hand
will be an amount equal to $10.95 multiplied by the number of items
of Inventory on Hand as of the Closing Date. The consideration for
all other Acquired Assets will be $0.14 million. Klestadt Winters
Jureller Southard & Stevens, LLP, served as legal advisor to the
buyer.
HARBORSIDE ASSOCIATES: Has Interim Nod to Use Cash Collateral
-------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Harborside Associates, LLC, to
use the cash collateral, including rental proceeds, which may be
subject to the liens of Sioux, LLC and Bal Harbour LLC on an
interim basis pending a final hearing.
The Budget reflects total monthly expenses of approximately $20,006
for the period July 18 through Aug. 31, 2017.
Sioux, LLC, alleges a first priority secured claim against certain
real property owned by the Debtor and located at 946 Ferry
Boulevard, Stratford, Connecticut, including the rents arising
therefrom. There are multiple other liens covering the Property
which are subsequent in right to the Mortgage including a lien
allegedly held by Bal Harbour LLC as assignee of The Salce
Companies, LLC. Bal Harbour filed an objection to the Debtor's use
of cash collateral dated July 31, 2017.
Sioux, LLC, has asserted that the liens and security interests
granted to it were duly perfected and are senior in time to all
other liens and security interests in the collateral.
Sioux, LLC, is granted replacement and/or substitute liens in
post-petition cash collateral, which will have the same validity,
extent, and priority that Sioux, LLC possessed as to said liens on
the Petition Date.
A further hearing on the Debtor's use of cash collateral has been
scheduled for Sept. 12, 2017 at 10:00 a.m.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/lZzoYV
About Harborside Associates
Harborside Associates, LLC, a single asset real estate as defined
in 11 U.S.C. Section 101(51B), owns real property known as 946
Ferry Boulevard, Stratford, Connecticut. The premises on the
property is a commercial building with a commercial tenant.
Harborside Associates previously sought bankruptcy protection
(Bankr. D. Conn. Case No. 11-50738) on April 12, 2017.
Harborside Associates again filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-50749) on June 28, 2017. The petition was signed
by Luciano Coletta, duly authorized member of Hermanos, LLC. The
Debtor estimated $1 million to $10 million in both assets and
liabilities.
The Hon. Julie A. Manning presides over the new Chapter 11 case.
Douglas S. Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves
as bankruptcy counsel to the Debtor.
HELIOS AND MATHESON: Okays Conditional Conversion of $2.5M Note
---------------------------------------------------------------
In a current report on Form 8-K filed with the Securities and
Exchange Commission by Helios and Matheson Analytics Inc. on Feb.
10, 2017, the Company reported that it issued senior secured
convertible notes to an institutional investor, for consideration
consisting of a promissory note issued by the Investor to the
Company in the amount of $5,000,000.
The Company and the Investor executed a letter agreement on Aug.
27, 2017, pursuant to which the Investor agreed to deliver to the
Company a conversion notice effecting the immediate conversion of
all outstanding principal under the Additional Note as defined in
the February 8-Ks in the total amount of $2,500,000, plus all
accrued unpaid interest thereon, at the alternate conversion price
which equals $3.00 per share.
In consideration of the immediate conversion of the February Note
Conversion Amount, the Company agreed that the Investor will have
the right, but not the obligation, at one or more times, by
delivering written notices to the Company, at any time from the
date of the Letter Agreement and until Dec. 31, 2017, to effect an
exchange of the number of shares of Common Stock in an aggregate
number with respect to all Share Exchange not to exceed the
February Share Number for one or more senior secured convertible
promissory notes in the form of the February Additional Note (but
replacing the maturity date thereunder with the date that is 45
days following delivery date of the applicable Exchange Notice and
removing any restrictions on conversion while the senior secured
convertible notes issued to the Investor on Dec. 2, 2016, remain
outstanding). The Investor will have the right to substitute the
alternate conversion price of the New Note with the alternate
conversion price of the Company's Series B Senior Secured
Convertible Note. The New Note, if issued, will be in the
principal amount equal to the product of the February Note
Conversion Amount multiplied by a fraction, the numerator of which
is the number of the aggregate Exchange Shares being tendered to
the Company in such Share Exchange and the denominator of which is
the February Share Number. If the Company receives an Exchange
Notice, the Investor will be deemed to automatically and
immediately own the applicable New Note, which is immediately
eligible for conversion. In the event of a Share Exchange, the
applicable Exchange Shares will be cancelled automatically and
immediately.
About Helios and Matheson
Helios and Matheson Analytics Inc. (NASDAQ: HMNY) --
http://www.hmny.com/-- provides information technology consulting,
training services, software products and an enhanced suite of
services of predictive analytics. Servicing Fortune 500
corporations and other large organizations, HMNY focuses mainly on
BFSI technology verticals. HMNY's solutions cover the entire
spectrum of IT needs, including applications, data, and
infrastructure. HMNY is headquartered in New York, NY and listed
on the NASDAQ Capital Market under the symbol HMNY.
Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015. As of June 30, 2017, Helios and
Matheson had $12.75 million in total assets, $2.06 million in total
liabilities and $10.68 million in total stockholders' equity.
"For the six months ended June 30, 2017, net cash provided by
financing activities was $3.9 million as compared to $0 for the six
months ended June 30, 2016. In management's opinion, there is
substantial doubt about the Company's ability to continue as a
going concern through one year after the issuance of the
accompanying financial statements. Management has evaluated the
significance of the conditions in relation to the Company's ability
to meet its obligations and concluded that without additional
funding the Company will not have sufficient funds to meet its
obligations within one year from the date of the condensed
consolidated financial statements were issued. While management
continues to plan on raising additional capital from investors to
meet operating cash requirements, there is no assurance that
management's plans will be successful," as disclosed by the Company
in its quarterly report for the period ended June 30, 2017.
HELLENIC PROPERTY: Unsecureds to be Paid in Full at 3% Over 5 Years
-------------------------------------------------------------------
Hellenic Property Ventures, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of North Carolina a disclosure
statement for its plan of reorganization, dated August 25, 2017.
Class IX under the plan consists of all creditors holding Allowed
General Unsecured Claims. It is estimated that there will be
approximately $5,719.30 of Allowed Class IX General Unsecured
Claims. Each Class IX Claim will be paid 100% of their allowed
claims in equal quarterly installments over a period of 60 months
following the Effective Date of the Plan, with interest to accrue
at 3 % per annum. The first quarterly payment will be made on or
before the 20th day of the month following the first quarter
following confirmation of this Plan. The Debtor reserves the right
to prepay said Claims in the event the funds are available for this
purpose prior to payments becoming due.
The Debtor anticipates, based upon projected rental receipts and
the restructuring of current indebtedness that the Reorganized
Debtor will have sufficient funds to pay debt obligations pursuant
to the terms specified in the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ncmb17-10505-33.pdf
About Hellenic Property Ventures
Based in Liberty, North Carolina, Hellenic Property Ventures, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D.N.C. Case No. 17-10505) on April 27, 2017. The petition was
signed by Spiro D. Laousis, member manager.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $50,000.
The case is assigned to Judge Catharine R. Aron. The Debtor is
represented by Ivey, McClellan, Gatton & Siegmund.
HHGREGG INC: Wants Exclusive Plan Filing Period Extended to Nov. 6
------------------------------------------------------------------
hhgregg, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of Indiana to extend the Debtors' exclusive
periods for filing a plan through and including Nov. 6, 2017, and
soliciting acceptances for that plan through and including Jan. 5,
2018.
The Debtors were a multiregional retailer that provided an
extensive selection of premium appliances, consumer electronics,
home products and computers and tablets in their 220
brick-and-mortar stores in 19 states and nationwide via
hhgregg.com. The Debtors undertook multiple strategies to
liquidate their assets including a store closing sale process, the
sale of their intellectual property assets, and are in the process
of selling their rights in certain class actions. Additionally,
the Debtors have a number of competing constituencies with which to
negotiate issues in their cases and to formulate a plan of
liquidation.
The Debtors say they have not had sufficient time to negotiate and
prepare adequate information. They and their professionals have
been focused on winding down the Debtors' estates in order to
maximize the value to creditors, including, without limitation,
liquidating substantially all of the Debtors' assets. In order to
maximize the value to creditors, the Debtors were required to
devote the majority of their energy to the sale and liquidation
strategies that were undertaken. The Debtors require additional
time to engage in negotiations with the major constituents in these
cases, including the Committee and move towards creating a plan
that is in the best interest of all constituencies.
The Debtors tell the Court that their efforts over the last few
months have continued to be focused on the successful wind-down of
their estates in order to maximize the value of their assets for
the benefit of their creditors. The Debtors have acted in good
faith in order to achieve the most value from their assets in order
to develop a successful plan of liquidation. To this point, the
Debtors' efforts have resulted in the successful liquidation of
substantially all of their assets, including most recently their
intellectual property and their interest in certain class action
assets.
The Debtors have worked closely with their creditors, including the
pre-petition secured lenders, the DIP lenders, and the Official
Committee of Unsecured Creditors, throughout the course of these
Chapter 11 cases in order to maximize the value of the Debtors'
assets. The Debtors have been able to consensual resolve numerous
disputes in these cases and continue to work on such resolutions in
the future.
The Debtors assure the Court that they are current on their
postpetition expenses, including payment of fees to the U.S.
Trustee, and that they are not seeking an extension to pressure
creditors. The Debtors say they have no ulterior motive in seeking
an extension of the Exclusive Periods. The Debtors believe that
they have worked diligently over the past few months to maximize
the value of their assets to creditors. The Debtors have been in
regular communication with the Committee and the lenders on
numerous issues facing the Debtors' estates and are not seeking an
extension to pressure their creditors.
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc., is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states that
also offers market-leading global and local brands at value prices
nationwide via http://www.hhgregg.com/
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were
signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated assets and liabilities at $100 million to $500 million.
The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11. No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG
Distributing, LLC, No. 17- 01304-RLM-11.
The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel. The Committee
retained Province Inc. as financial advisor.
Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.
Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP.
* * *
When hhgregg filed for Chapter 11 bankruptcy, it had signed a term
sheet with an anonymous party to purchase the Company assets. The
Company said at that time it expected a quick and smooth process
through Chapter 11 with emergence in approximately 60 days. Ten
days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms, and said it continues to
work with interested third parties to purchase assets of the
business. hhgregg added it had received strong interest from third
parties interested in buying some or all of the Company's assets.
Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC,
and Great American Group, LLC, to conduct a sale of the merchandise
and furniture, fixtures and equipment located at the Company's
retail stores and distribution centers.
In an April order, the Bankruptcy Court approved, at the Company's
request, a plan for the Company to close 132 retail stores and the
Company's distribution centers.
According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc., and HHG
Distributing, LLC, entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers.
As of June 8, 2017, the Debtors have completed store closing sales
in all its stories.
The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.
HILL'S VAN SERVICE: Hires Jason A. Burgess as Counsel
-----------------------------------------------------
Hill's Van Service of North Florida, Inc., seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
The Law Offices of Jason A. Burgess, LLC, as counsel to the
Debtor.
Hill's Van Service requires Jason A. Burgess to:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management
of its business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and
Reporting Requirements and with the Local Rules of the
Bankruptcy Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence
adversary proceedings, and prepare other such legal
documents necessary in the administration of the
bankruptcy case;
d. protect the interest of the Debtor in all matters
pending before the Court; and
e. represent the Debtor in negotiations with their
creditors and in preparation of the disclosure
statement and plan of reorganization.
Jason A. Burgess will be paid at these hourly rates:
Attorneys $295
Paralegal $75
Jason A. Burgess will be paid a retainer in the amount of $15,000.
Jason A. Burgess will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jason A. Burgess, partner of The Law Offices of Jason A. Burgess,
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.
Jason A. Burgess can be reached at:
Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: (904) 372-4791
Fax: (904) 853-6932
About Hill's Van Service of
North Florida, Inc.
Hill's Van Service of North Florida is a full service relocation
company with over 55 years of experience specializing in the
transportation and storage of household goods, electronics,
high-value products, office and industrial equipment, and asset
management. Hill's serves individual customers, as well as
corporations and various government agencies, in local, long
distance and international moving. It also offers Commercial
Moving, Hospitality FF&E installation, warehousing/storage, and
complete transportation solutions.
Hill's Van Service of North Florida, Inc., based in Jacksonville,
FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
17-03093) on August 23, 2017. The Hon. Jerry A. Funk presides over
the case. Jason A. Burgess, Esq., at the Law Offices of Jason A.
Burgess, LLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by James Bargeron, its president.
HUMANIGEN INC: No Longer Expects to Get PRV for Chagas Treatment
----------------------------------------------------------------
The U.S. Food and Drug Administration announced that it had granted
accelerated approval of a benznidazole therapy manufactured by
another company for the treatment of Chagas disease, and had
awarded the other manufacturer a tropical disease priority review
voucher (PRV).
As a result of FDA's actions and with the information currently
available, Humanigen, Inc. no longer expects to be eligible to
receive a PRV with its own benznidazole candidate for the treatment
of Chagas disease. Accordingly, Humanigen is assessing its options
in respect of that development program and the company's monoclonal
antibodies, lenzilumab and ifabotuzumab.
About Humanigen, Inc.
Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios
Pharmaceuticals, Inc. -- http://www.humanigen.com/-- is a
biopharmaceutical company focused on advancing medicines for
patients with neglected and rare diseases through innovative,
accelerated business models. Lead compounds in the portfolio are
benznidazole for the potential treatment of Chagas disease in the
U.S., and the proprietary monoclonal antibodies, lenzilumab and
ifabotuzumab. Lenzilumab has potential for treatment of various
rare diseases, including hematologic cancers such as chronic
myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia
(JMML).
KaloBios filed a voluntary petition for bankruptcy protection under
Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr.
D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was
represented by Eric D. Schwartz of Morris, Nichols, Arsht &
Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months
later.
KaloBios amended its Amended and Restated Certificate of
Incorporation to change its corporate name to Humanigen, Inc.,
effective Aug. 7, 2017.
The Company has acquired the rights from Savant Neglected Diseases
LLC to develop benznidazole for the treatment of Chagas disease.
The Company reported a net loss of $27.01 million for the year
ended Dec. 31, 2016, compared to a net loss of $35.37 million for
the year ended Dec. 31, 2015.
As of June 30, 2017, Humanigen had $1.92 million in total assets,
$16.61 million in total liabilities and a total stockholders'
deficit of $14.69 million.
HORNE LLP, in Ridgeland, Mississippi, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company has recurring losses
from operations that raise substantial doubt about its ability to
continue as a going concern.
HUNGRY HORSE: Law Firm Entitled to Receive $162K as Compensation
----------------------------------------------------------------
Ken Wagner Law, P.A., former counsel for debtor Hungry Horse, LLC,
filed an interim fee application, which seeks approval of
$193,001.81 in fees, costs, and expenses, for time billed between
the petition date and Jan. 31, 2017.
The U.S. Trustee and the Official Committee of Unsecured Creditors
objected to the application, arguing that some of the fees were for
clerical work, were duplicative, were for work that did not benefit
the estate, were unreasonable or were supposed to be paid by
others.
After considering the application, the objections, and the evidence
presented at a final hearing, Judge David Thuma of the U.S
Bankruptcy Court for the District of New Mexico allows $162,045.16
in compensation.
The UCC and UST argue that the Joint Representation Order required
John Norris and Vernon Black to pay half of Counsel's fees charged
for the McNeill litigation. Counsel counters that the order should
be construed to require fee splitting only for charges incurred
after the order was entered.
Counsel billed $31,405 in attorney fees and $2,133 in paralegal
fees (a total of $33,538.00) in the McNeill adversary. Costs and
taxes apportioned to the McNeill litigation total approximately
$3,762.
In the Joint Representation Order, the Court found the Debtor,
Norris, and Black likely had equal responsibility for any alleged
wrongdoing, "and should share the fees and expenses accordingly."
The order required the Debtor to pay 50% of the fees and costs
incurred in the adversary proceeding and required Norris and Black
to pay the remaining 50%. Read as a whole, the Joint Representation
Order requires fee splitting from the beginning of the adversary
proceeding, not from the order entry date.
The Court finds that all McNeill fees are reasonable and necessary.
However, the Court will only allow half of the McNeill fees, taxes,
and costs. The Debtor, therefore, is authorized to pay $16,769 in
fees, $656 in costs, and $1,225 in gross receipts tax, for a total
of approximately $18,650.
The UCC also argues that Counsel's hourly rate should be reduced
for "associate-level" tasks. Generally, hourly rate is based on
experience of the attorney. When examining the hourly rate, courts
look to "the prevailing market rate in the relevant community for
an attorney of similar experience." Guides, Ltd. v. Yarmouth Group
Prop. The court may draw on its own experience about the case and
customary rates. Some courts have set a different hourly rate based
on different types of litigation tasks.
The Court finds that Counsel's hourly rate of $275 is reasonable
and in line with the prevailing market rate in New Mexico, for
lawyers of their skill and experience. The Court is unaware of
other firms reducing their hourly rates for certain tasks, and will
not do so here without further evidence.
The Court will reduce the billed attorney fees by $632.50, the
billed paralegal fees by 55%, or $10,835.55, and the billed taxes
by $838.60. The Debtor is only responsible for half of the McNeill
litigation fees, costs, and taxes ($18,650). The Court authorizes
Debtor to pay Counsel $162,045.16.
The bankruptcy case is In re: HUNGRY HORSE, LLC, Debtor, Case No.
16-11222 t11 (Bankr. D.N.M.).
A full-text copy of Judge Thuma's Opinion dated August 23, 2017, is
available at https://is.gd/0MaxJf from Leagle.com.
Hungry Horse, LLC, Debtor, represented by Robert Dennis Gorman --
rgorman@rdgormanlaw.com -- Louis Puccini, Jr., Robert D. Gorman,
P.A..
United States Trustee, U.S. Trustee, represented by Leonard K.
Martinez-Metzgar -- leonard.martinez-metzgar@usdoj.gov.
Committee of Unsecured Creditors, Creditor Committee, represented
by James A. Askew – jaskew@askewmazelfirm.com -- Askew & Mazel,
LLC, Edward Alexander Mazel -- edmazel@askewmazelfirm.com -- Askew
& Mazel, LLC & Daniel Andrew White -- dwhite@askewmazelfirm.com --
Askew & Mazel, LLC.
Headquartered in Hobbs, NM, Hungry Horse, LLC filed for Chapter 11
bankruptcy protection (Bankr. D. N.M. Case No.: 16-11222) on May
17, 2016, listing its total assets at $5.62 million and total
liabilities at $5.47 million. The petition was signed by John
Norris, managing member.
HVS ENTERPRISE: McCormick Seeks Dismissal, Opposes Cash Use
-----------------------------------------------------------
Secured creditor McCormick 103, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of New York to dismiss HVS Enterprise,
Inc.'s petition for cause, or in the alternative, prohibit the
Debtor from using cash collateral.
A hearing on the Motion is set for Sept. 13, 2017, at 11:30 a.m.
A copy of the Motion is available at:
http://bankrupt.com/misc/nyeb17-74454-13.pdf
The Secured Creditor is represented by:
Howard B. Levi, Esq.
LEVI LUBARSKY FEIGENBAUM & WEISS LLP
655 Third Avenue, 27th Floor
New York, New York 10017
Tel: (212) 308-6100
Fax: (212) 308-8830
About HVS Enterprise
HVS Enterprise, Inc., owns a rental property at 310 Laurel Lane,
Laurel Hollow, New York. HVS intends to continue the operation of
its business during the pendency of the Chapter 11 proceedings.
HVS Enterprise filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-74454) on July 23, 2017, estimating its assets
at between $1 million and $10 million. Its liabilities is
unknown.
The petition was signed by Ruby Singh, president.
Judge Alan S. Trust presides over the case.
Edward J. Troy, Esq., at the Law Office Of Edward J. Troy, serves
as the Debtor's bankruptcy counsel.
IBEX LLC: Wants to Use Cash Collateral Through Oct. 31
------------------------------------------------------
Ibex, LLC, seeks permission from the U.S. Bankruptcy Court for the
District of Colorado to use cash collateral for the period of Sept.
1, 2017, through Oct. 31, 2017.
The Debtor's use of cash collateral was previously approved through
Aug. 31, 2017.
First National Bank of Pennsylvania asserts a claim in the
approximate amount of $2,357,569 against the Debtor. First
National Bank asserts that it has a valid, perfected prepetition
lien and security interest in "all equipment and machinery,
including power driven machinery and equipment, furniture and trade
fixtures now owned or hereafter acquired, and wherever located
together with all replacements thereof, all attachments,
accessories, parts and tools belonging thereto or for use in
connection therewith and proceeds therefrom [. . .], [and] [a]ll
general intangibles now in force or hereafter acquired and proceeds
therefrom."
The Bank also asserts that it has a valid, perfected pre-petition
lien and security interest in "all accounts receivable and
inventory now owned or hereafter acquired, and wherever located
together with all replacements thereof, all attachments,
accessories, parts and tools belonging thereto or for use in
connection therewith and proceeds therefrom."
The Bank asserts that its liens were perfected through the filing
of UCC Financing Statements with the Colorado Secretary of State on
Dec. 9, 2016. With respect to the Bank's claim, the general
prohibition contained in 11 U.S.C. Section 522(a) is applicable and
the Bank's prepetition liens against "property acquired by the
estate or the debtor after commencement of the case" are not
"subject to any lien resulting from any security agreement entered
into by the debtor before the commencement of the case."
No other creditor has filed a UCC Financing Statement against the
Debtor or its assets.
The Debtor wants to use the post-petition proceeds from the
pre-petition accounts receivable to preserve and maintain its
business as a going concern. The Debtor tells the Court that all
of the Debtor's creditors, not just the Bank, will benefit from the
Debtor's continued operations and that any return to creditors will
be greater through continued operations and a reorganization under
Chapter 11 of the U.S. Bankruptcy Code than immediately ceasing
operations and winding up the Debtor’s business under applicable
law. The Debtor warns that if the Court were to decline to allow
the Debtor to use the cash collateral, the Debtor and its creditors
would suffer immediate and irreparable harm.
No other creditor has a secured interest in the cash collateral.
The Debtor and the Bank have agreed to a stipulated order
authorizing the Debtor's use of cash collateral from Sept. 1, 2017,
through Oct. 31, 2017.
The Bank will be granted a replacement lien and security interest
upon the Debtor's post-petition assets with the same priority and
validity as lender's pre-petition liens to the extent of the
Debtor's post-petition use of the proceeds of lender's pre-petition
collateral.
To the extent the adequate protection liens prove to be
insufficient, the lender will be granted superpriority
administrative expense claims under Section 507(b) of the U.S.
Bankruptcy Code.
The Debtor will pay the lender $10,000 each month (by the 7th of
September and 7th of October) as additional adequate protection.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/cob17-16031-82.pdf
About Ibex, LLC
Right At Home -- http://www.rightathome.net/colorado-springs-- is
a locally owned and operated franchise office of Right at Home
Inc., a senior home care and staffing company providing care since
1995. The Company's mission is to improve the quality of life for
those it serves by providing high quality in-home caregivers. The
Company provides Alzheimer's care, companionship, physical
assistance and respite care services.
Ibex, LLC, based in Colorado Springs, CO, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 17-16031) on June 29, 2017,
disclosing $111,012 in assets and $3.44 million in liabilities.
The petition was signed by Peter Vanderbrouk, managing member.
The Hon. Elizabeth E. Brown presides over the case.
David J. Warner, Esq., at Wadsworth Warner Conrardy, P.C., serves
as bankruptcy counsel to the Debtor. Jensen Dulaney LLC, is the
Debtor's special counsel.
INFORMATION SOLUTIONS: Unsecureds to Recoup 2% Under Plan
---------------------------------------------------------
Information Solutions, Inc., dba Refuge Golf & Country Club, filed
with the U.S. Bankruptcy Court for the District of Arizona a
disclosure statement dated Aug. 21, 2017, referring to the Debtor's
plan of reorganization dated Aug. 21, 2017.
The holder of Class 4 General Unsecured Claims will receive a
single distribution equal to 2% of its allowed claim with the
distribution amount rounded up to the next highest $10 amount. The
distribution will be paid on the later of the Effective Date or 30
days after entry of a final order allowing the claim. General
unsecured creditors are impaired.
The Plan will be funded by capital contributions from Refuge's
shareholders and Refuge's ongoing operations. All funds from these
sources will be held by Refuge and used only for Plan payments,
operating expenses, and expenses associated with
Refuge's course and club.
Those shareholders electing to make new value contributions as set
forth in the Shareholder Schedule attached to the Plan will deposit
their contributions into a Trust Account. Refuge's attorneys,
Forrester & Worth, PLLC, will establish the Trust Account for
purposes of holding the new value contributions.
Upon the Effective Date of the Plan, the new value contributions
will be transferred to Refuge.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb17-05481-122.pdf
About Information Solutions, Inc.
Information Solutions -- http://www.refugecountryclub.com/-- owns
the Refuge Golf & Country Club located at 3103 London Bridge Rd.
Lake Havasu City, AZ 86404. The property is valued at $2 million.
Information Solutions, Inc., based in Lake Havasu City, AZ, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 17-05481) on May 17,
2017. The Hon. Madeleine C. Wanslee presides over the case.
Forrester & Worth, PLLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $2.06 million in assets and
$12.78 million in liabilities. The petition was signed by Jerry
Aldridge, president.
ION GEOPHYSICAL: EVP, General Counsel and Secretary Resigns
-----------------------------------------------------------
Ms. Jamey S. Seely, executive vice president, general counsel and
corporate secretary of Ion Geophysical Corporation, tendered her
resignation from the Company on Aug. 28, 2017. Ms. Seely has
accepted a senior executive position at another company, but will
continue to work with the Company to ensure a seamless transition
following her departure on Sept. 14, 2017.
About ION Geophysical
Headquartered in Delaware, ION Geophysical is a global,
technology-focused company that provides geoscience technology,
services and solutions to the global oil and gas industry. The
Company's offerings are designed to allow oil and gas exploration
and production companies to obtain higher resolution images of the
Earth's subsurface during E&P operations to reduce their risk in
exploration and reservoir development.
ION Geophysical reported a net loss attributable to the Company of
$65.14 million in 2016, a net loss attributable to the Company of
$25.12 million in 2015 and a net loss attributable to the Company
of $128.25 million in 2014. As of June 30, 2017, Ion Geophysical
had $284.9 million in total assets, $261.43 million in total
liabilities and $23.41 million in total equity.
* * *
In October 2016, S&P Global Ratings raised the corporate credit
rating on ION Geophysical Corp. to 'CCC+' from 'SD'. The rating
action follows ION's partial exchange of its 8.125% notes maturing
in 2018 for new 9.125% second-lien notes maturing in 2021.
In May 2016, Moody's Investors Service affirmed ION Geophysical's
'Caa2' Corporate Family Rating, and affirmed and appended its
Probability of Default Rating (PDR) at 'Caa2-PD/LD'.
J & K JIMENEZ: Third Amended Disclosures Conditionally Approved
---------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida conditionally approved J & K Jimenez
Properties, LLC's third amended disclosure statement with regard to
its plan of reorganization.
Any written objections to the Disclosure Statement shall be filed
no later than seven days prior to the date of the hearing on
confirmation.
The Court will conduct a hearing on confirmation of the Third
Amended Plan on Oct. 19, 2017, at 2:00 p.m. in Tampa, FL -
Courtroom 8B, Sam M. Gibbons U.S. Courthouse, 801 N. Florida
Avenue.
Objections to confirmation shall be filed no later than seven days
before the date of the Confirmation Hearing.
About J & K Jimenez Properties
J & K Jimenez Properties, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla., Case No. 16-01213) on
February 17, 2016. The Debtor is represented by David W Steen,
Esq., at David W. Steen, PA.
JOSEPH BERENHOLZ MD: $83K Sale of Equipment to Rohloff Approved
---------------------------------------------------------------
Judge Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern
District of Michigan authorized Joseph Berenholz, MD, PLLC's sale
of its equipment and related goods to Ronald Rohloff or an entity
to be formed by him for $82,500.
The sale is free and clear of all liens, claims, encumbrances and
other interests.
At the closing, the proceeds will be paid to the Debtor's secured
lender, Ascentium Capital. Any secured claimants rights to credit
bid will be preserved.
Notwithstanding the provisions of Fed. R. Bankr. P. 6004(g) and
Rule 62(a) of the Federal Rules of Civil Procedure, the Order will
not be stayed for 14 days after the entry hereof, but will be
effective and enforceable immediately upon its entry.
Joseph Berenholz, MD, PLLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Mich. Case No. 17-46667) on May 2, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Robert N. Bassel, Esq.
JOYFULL RIDE: Wants to Use Cash Collateral Through February 2018
----------------------------------------------------------------
Joyfull Ride, Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to use cash
collateral.
The income derived from the lessee cab drivers constitutes cash
collateral. The Debtors have prepared budgets for each medallion
for the period September 2017 through February 2018.
As reported by the Troubled Company Reporter on May 12, 2017, the
Debtors asked the Court for authority to use cash collateral in the
ordinary course of business to pay its day to day expenses. The
principal asset of each Debtor are the taxi medallions as well as
the vehicle to which it is attached. The Debtors asserted that the
income derived from the lessee cab drivers constitutes cash
collateral. Accordingly, the Debtors prepared budgets for each
medallion for the period of May 2017 through August 2017.
The Debtors say that it is necessary for each Debtor to make use of
the income in order to maintain and preserve the value of the
Debtors' businesses. Absent the Debtors' ability to use the cash
collateral to maintain the Debtor's business, to service debt, to
pay usual and ordinary operating expenses of the Debtors' cabs, the
value of the Debtors' businesses is certain to diminish.
The Debtors tell the Court that the use of cash collateral is
necessary in order to preserve the value of the Debtors' bankruptcy
estates.
The income is necessary for the purposes outlined and the Debtors
have no other financing sources at this time that could be used to
replace the cash flow from the income from the taxi cab lessees.
As adequate protection, the Debtors propose to:
a. maintain insurance on the property. At present, the
property is insured;
b. grant to the lien holder a replacement lien on the same
types of post-petition property of the estate against
which the lienholder held the lien as of April 17, 2017,
the Chapter 11 petition dates. The replacement lien will
maintain the same priority, validity and enforceability as
the lien holder's pre-petition lien. The replacement lien
will be recognized only to the extent of the diminution in
value of the mortgage holder's pre-petition collateral
after the petition date resulting from the Debtors' use of
cash collateral during the pendency of this case; and
c. continue to make payments consistent with the budgets
attached on a monthly basis.
The Debtors submit that this proposal adequately protects the
interest of the lienholder with regard to its collateral. The
Debtors have not formulated its plan of reorganization at this
juncture given the early stage of the cases.
A copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/mab17-11617-41.pdf
About Joyfull Ride, et al.
Jointly administered debtors Joyfull Ride, Inc., June 16, Inc.,
MISH, Inc., Royal Transportation Services, Inc., and Southside
Enterprises, Inc., filed their respective Chapter 11 petitions
(Bankr. D. Mass. Case Nos. 17-11617, 17-11620, 17-11621, 17-11622
and 17-11623, respectively) on May 1, 2017. The cases are assigned
to Judge Frank J. Bailey. The Debtors are represented by John F.
Sommerstein, Esq., at the Law Offices of John F. Sommerstein.
KEELER'S MEDICAL: Sale of Assets Consistent with Privacy Policy
---------------------------------------------------------------
Wesley H. Avery, a consumer privacy ombudsman, filed with the U.S.
Bankruptcy Court for the Eastern District of Washington a report to
assist the Court in its consideration of the facts, circumstances,
and conditions of the proposed sale of personally identifiable
information by debtor and debtor in possession Keeler's Medical
Supply, Inc., a Washington State corporation, to Howard's Medical,
LLC, a Washington State limited liability company. The Sale will be
effectuated through an "Agreement for the Sale and Purchase of
Assets."
The assets to be purchased under the Agreement include inter alia,
"Seller's full customer List." The Customer PII includes the names,
home addresses, birthdates and Medicare Numbers (from which Social
Security Numbers may be derived) of the Debtor's customers, which
constitutes personally identifiable information. Significantly,
pursuant to an amendment to the Agreement, the Purchaser will also
protect PII in accordance with state and federal law. The Purchaser
also appears to be a "Qualified Buyer" who is in a position to
assume possession of the PII with no loss of privacy to consumers.
The CPO concludes that: (a) the Sale is consistent with the Privacy
Policy in compliance with section 363(b)(1)(A), and (b) giving due
consideration to the facts, circumstances, and conditions of the
Sale, the Sale would not violate applicable nonbankruptcy law in
compliance with section 363(b)(l)(B). The CPO has no additional
reasonable actions to recommend to either the Purchaser or the
Debtor as to the Sale.
A full-text copy of the CPO's report dated August 25, 2017, is
available at:
http://bankrupt.com/misc/waeb17-01849-63.pdf
About Keeler's Medical Supply
Keeler's Medical Supply, Inc., is a Washington corporation engaged
in the business of selling and leasing medical supplies and
equipment as well as providing services related to such medical
supplies and equipment. Keeler's headquarters and principal place
of business are located at 2001 West Lincoln Avenue in Yakima,
Washington. Keeler's was formed in 1971.
The common stock of Keeler's is owned as follows: (a) 91.35% by the
Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the
President and Chief Executive of Keeler's); and (c) 2.14% by
Clinton T. Vetsch.
Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D.
Wash. Case No. 17-01849) on June 15, 2017, estimating assets of
less than $50,000 and liabilities of $1 million to $10 million. The
petition was signed by Charles Vetsch, president.
Roger William Bailey, Esq., at Bailey & Busey PLLC, serves as the
Debtor's legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
KENTISH TRANSPORTATION: PAC to Get $3K Administrative Claim
-----------------------------------------------------------
Kentish Transportation, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Alabama a third amended disclosure
statement referring to its Chapter 11 plan.
The third amended plan asserts that it anticipates paying Premium
Assignment Corporation's super-priority administrative expense in
the amount of $3,115.79 on the Effective Date and prior to any
other Distribution contemplated by the Plan.
Premium, a Class 1(h) secured creditor, has a claim based on
promissory note in the total amount of $41,252. A proof of claim
has been filed for $35,554.40, and Premium is entitled to $5,697.60
of its reasonable attorney's fees. The Debtor will pay this claim,
in part, through payment of Premium's Super-Priority Administrative
Expense Claim.
The Plan will be funded by the operations of the Debtor. The
changes implemented by the Debtor in reducing its fleet and
creating a more efficient delivery system should provide ample
revenue to support the expenses contemplated going forward.
A full-text copy of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/alnb17-80242-11-193.pdf
About Kentish Transportation
Kentish Transportation, Inc., formerly known as KTI Express
Courier, based in Huntsville, Alabama, is a transportation and
logistics company that specialize in on demand and routed type
services. The Debtor's area of service is concentrated in Alabama
but can go as far out as 150 to 300 miles outside state lines. The
Debtor delivers anything from an envelope to large boxes and
pallets. Its services are in demand from companies that need
delivery and do not want the costs associated with hiring and
maintaining employees and equipment.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Ala. Case No.
17-80242) on Jan. 25, 2017. The Hon. Clifton R. Jessup, Jr.,
presides over the case. Stuart M Maples, Esq., at Maples Law Firm,
PC, serves as bankruptcy counsel to the Debtor. In its petition,
the Debtor declared $99,948 in total assets and $1.11 million in
total liabilities. The petition was signed by Cecilio Kentish, Jr.,
president/CEO.
KNIGHT ENERGY: Unsecureds to Recover Up to 10% Under Plan
---------------------------------------------------------
Knight Energy Holdings, LLC, and affiliates filed with the U.S.
Bankruptcy Court for the Western District of Louisiana a disclosure
statement for its joint chapter 11 plan of reorganization, dated
August 25, 2017.
The Plan provides a framework to substantially reduce the Debtors'
prepetition funded debt obligations and the Debtors' interest
burden. Importantly, the Plan resolves on a consensual basis over
$2002 million of Senior Credit Facility Claims3 against the
Debtors, provides for payment in full over time of the secured JPM
Loan Claims and Iberia Loans Claims which total an approximate
aggregate principal amount of $20 million, provides for payment in
full at consummation of all Administrative Claims, Priority Tax
Claims, and Other Priority Claims, provides for payment in full at
consummation of all Unsecured Convenience Class Claims ($1,000 or
less), establishes a fund of $1 million for the pro rata payment of
General Unsecured Claims, and substantially deleverages the
Debtors' balance sheets.
One of the plan's material terms states that each holder of an
Allowed General Unsecured Claim will receive their pro rata share
from the $1,000,000 General Unsecured Claims Fund; provided,
however that if the Holders of the General Unsecured Claims vote as
a class to confirm the Plan, then the Holders of the Senior Credit
Facility Deficiency Claim will forego their right to receive any
recovery from the General Unsecured Claims Fund on account of their
Senior Credit Facility Deficiency Claim, and the Senior Credit
Facility Deficiency Claim will be excluded from the calculation of
the pro rata recoveries of the other holders of General Unsecured
Claims from the General Unsecured Claims Fund. For the avoidance of
doubt, the Senior Credit Facility Deficiency Claim will be
classified as a General Unsecured Claim and the Holders thereof
will be permitted to vote such Claims to accept or reject the
Plan.
Estimated recovery for the general unsecured claimants is up to
10%.
The Debtors believe that the Plan is feasible and the Reorganized
Debtors will be able to make the payments required under the Plan
after their emergence from bankruptcy. With regard to the Debtors'
Financial Projections, the Debtors believe that the Reorganized
Debtors have a solid understanding of their business and their
markets and they are optimistic about their future prospects.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lawb17-51014-163.pdf
About Knight Energy Holdings
Knight Energy Holdings, LLC, supplies rental equipment and services
for drilling, completion and well control activities, serving a
diverse base of oil and gas operators. Knight is a multi-basin
service provider with operations in nine states. Its services are
available to clients in the United States, including the Permian,
Eagle Ford, San Juan, Bakken, Cotton Valley, DJ, Haynesville,
Alaska, and the Gulf Coast. In the past, Knight Energy also
provided services internationally in Norway, the Netherlands, Iraq,
UAE, Australia, and Colombia. There are presently no international
operations. Knight Energy currently employs approximately 330
employees spread throughout the 18 active locations.
Knight Energy Holdings, LLC, formerly Knight Oil Tools, LLC and its
affiliates filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
No. 17-51014) on Aug. 8, 2017. The petitions were signed by Kelley
Knight Sobiesk, member, director.
At the time of filing, Knight Energy Holdings had $50 million to
$100 million in estimated assets and $100 million to $500 million
in estimated liabilities.
The cases are assigned to Judge Robert Summerhays.
Heller, Draper, Patrick, Horn & Dabney, L.L.C., serves as
bankruptcy counsel to the Debtors while Opportune, LLP, serves as
their crisis manager. Donlin, Recano & Company, Inc., is the
claims, noticing and solicitation agent.
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on Aug. 24
appointed two creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Knight Energy
Holdings, LLC, and its debtor affiliates.
MACAVITY COMPANY: Hires CBRE as Appraiser
-----------------------------------------
Macavity Company, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Arizona to employ CBRE, Inc. as
appraiser.
The Debtor requires CBRE to estimate the Market Value of the
Debtor's real estate located Northwest corner of Monte Carlo Blvd
and FM-75 Princeton, Collin County, Texas.
CBRE will be paid a one-time fee of $1,000 for its services.
In addition to the fee for the assignment, the Debtor agrees to
compensate CBRE for any time expended for expert witness testimony
or deposition; meetings or consultation; and general market
research at an hourly rate of:
Julius Blatt $450
Junior Staff $300
Julius Blatt, managing director of CBRE, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.
CBRE can be reached at:
Julius Blatt
CBRE, INC.
2100 McKinney Avenue, Suite 700
Dallas, TX 75201
Tel: (214) 979-5672
E-mail: julius.blatt@cbre.com
About Macavity Company LLC
Macavity Company, LLC develops real estate properties. It was
incorporated in 2008 and is based in Mesa, Arizona. It has a fee
simple interest in an 861.50 acres of undeveloped land at NW Corner
of Monte Carlo Boulevard and FM 75, Princeton, Texas, valued at $28
million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz.Case No. 17- 08474) on July 24, 2017. The
petition was signed by Lane Spencer of Ready RDC LLC, sole member.
At the time of the filing, the Debtor disclosed $28.12 million in
assets and $17.29 million in liabilities.
Judge Brenda K. Martin presides over the case.
MACAVITY COMPANY: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Macavity Company LLC as of Aug.
29, according to a court docket.
About Macavity Company LLC
Macavity Company, LLC, develops real estate properties. The Debtor
was incorporated in 2008 and is based in Mesa, Arizona. It has a
fee simple interest in an 861.50 acres of undeveloped land at NW
Corner of Monte Carlo Boulevard and FM 75, Princeton, Texas, valued
at $28 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz.Case No. 17-08474) on July 24, 2017. The
petition was signed by Lane Spencer of Ready RDC LLC, sole member.
Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at Gallagher &
Kennedy, PA, serves as the Debtor's bankruptcy counsel.
At the time of the filing, the Debtor disclosed $28.12 million in
assets and $17.29 million in liabilities.
Judge Brenda K. Martin presides over the case.
MAKO ONE CORPORATION: Hires County Law Center as Attorney
---------------------------------------------------------
Mako One Corporation seeks authority from the U.S. Bankruptcy Court
for the Southern District of California to employ County Law Center
as Chapter 11 attorney to the Debtor.
Mako One Corporation requires County Law to:
a. represent the Debtor in the Chapter 11 case and to advise
the Debtor as to its rights, duties and powers as a
debtor-in-possession;
b. prepare and file all necessary statements, schedules,
and other documents as deemed necessary for proper
administration of the estate in the formulation,
negotiation and reorganization of the Debtor;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings
in the bankruptcy case; and
d. perform such other legal services as may be necessary
in connection with the bankruptcy case.
County Law will be paid at these hourly rates:
Attorneys $400
Paralegals $200
County Law will be paid a retainer in the amount of $10,000. The
firm will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Marc A. Duxbury, partner of County Law Center, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
County Law can be reached at:
Marc A. Duxbury, Esq.
COUNTY LAW CENTER
5963 La Place Court, Suite 312
Carlsbad, CA 92008
Tel: (760) 438-5291
About Mako One Corporation
Mako One Corporation, based in Carlsbad, California, and its
affiliate Badgerow Jackson LLC filed a Chapter 11 petition (Bankr.
S.D. Cal. Lead Case No. 17-03650) on June 20, 2017. The Hon.
Louise DeCarl Adler presides over the case. Christian McLaughlin,
Esq., serves as bankruptcy counsel. The Debtor also hired County
Law Center, as attorney.
In its petition, the Debtors estimated $10 million to $50 million
in both assets and liabilities. The petition was signed by Bruce
Debolt, its CEO.
MALKHAZI MIKADZE: Sale of Livingston Property for $161K Approved
----------------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey authorized Malkhazi Mikadze's sale of real
property located at 224 E. Northfield Road, Livingston, New Jersey,
to Dilip Badia and Vipul Sodhia and/or their assignees for
$161,000.
A hearing on the Motion was held on Aug. 22, 2017.
The proceeds of sale must be used to satisfy the liens on the real
property unless the liens are otherwise avoided by Court order.
Until such satisfaction the real property is not free and clear of
liens.
In accordance with D.N.J. LBR 6004-5, the Notice of Proposed
Private Sale included a request to pay the real estate broker and
the Debtor's real estate attorney at closing. The Debtor is
authorized to pay Coldwell Banker $8,500 and Ron J. Zoller $1,500.
Sufficient funds may be held in escrow by the Debtor's attorney to
pay its attorneys on further order of the Court. Other closing
fees payable by the Debtor may be satisfied from the proceeds of
sale and adjustments to the price as provided for in the contract
of sale may be made at closing.
The balance of proceeds must be paid to Ocwen Loan Servicing, LLC.
The Settlement agent is obligated to pay all liens on the Property
from the proceeds of the sale at the time Of the sale, in full,
except that Ocwen Loan Servicing will be paid the net proceeds of
the sale in full satisfaction of its mortgage lien on the property
as well as in full satisfaction of the personal liability of the
Debtor and his wife Natali Mikadze for the mortgage Note.
A copy of the Closing settlement statement must be forwarded to the
United States Trustee 7 days after closing.
Malkhazi Mikadze sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 16-16425) on April 3, 2016.
The Debtor is represented by Harvey I. Marcus, Esq., at the Law
Office of Harvey I. Marcus.
MARIMED INC: Posts $547,000 Net Income in Second Quarter
--------------------------------------------------------
Marimed Inc., on Aug. 15, 2017, filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended June 30, 2017. MariMed said it was unable to file its
quarterly report within the prescribed time period because of
technical connectivity difficulties between the filing server and
the EDGAR server of the SEC.
The Company recognized net income attributable to the Company of
$547,000 on $1.62 million of revenues for the three months ended
June 30, 2017, compared to a net loss attributable to the Company
of $50,986 on $647,440 of revenues for the three months ended June
30, 2016.
For the six months ended June 30, 2017, Marimed reported net income
attributable to the Company of $514,760 on $2.77 million of
revenues compared to a net loss attributable to the Company of
$146,366 on $1.26 million of revenues for the same period a year
ago.
As of June 30, 2017, MariMed had $15.35 million in total assets,
$10.08 million in total liabilities and $5.26 million in total
stockholders' equity.
During the six months ended June 30, 2017, the Company raised a
total of $5,800,000, comprised of $5,200,000 from the issuance of
common stock, $200,000 from the issuance of Series A preferred
stock, and $400,000 from the issuance of promissory notes. These
funds will primarily be used to build state-of-the-art medical
marijuana facilities in new markets. The Company expects to
continue to pursue additional sources of capital though it has no
current arrangements with respect to, or sources of, additional
financing at this time, and there can be no assurance that any such
financing will become available.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/E5QTWC
About MariMed
Based in Brookline, Mass., MariMed Inc., formerly known as Worlds
Online Inc., currently operates in two separate segments with one
segment being a 3D entertainment portal which leverages its
proprietary licensed technology to offer visitors a network of
virtual, multi-user environments which the Company calls "worlds"
and the second segment, MariMed Advisors, being a management
company in the medical cannabis industry.
Worlds Online reported a net loss attributable to the Company's
common shareholders of $198,852 for the year ended Dec. 31, 2016,
following a net loss attributable to the Company's common
shareholders of $1.21 million for the year ended Dec. 31, 2015.
L&L CPAS, PA, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors noted the Company has suffered recurring operating
losses, has an accumulated stockholders' deficit, has negative
working capital, has had minimal revenues from operations, and has
yet to generate an internal cash flow that raises substantial doubt
about its ability to continue as a going concern.
MARRONE BIO: May Issue Add'l 3.25M Shares Under 2013 Plan
---------------------------------------------------------
Marrone Bio Innovations, Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
an additional 3,254,467 shares of the Company's common stock for
issuance under its 2013 Stock Incentive Plan pursuant to an
"evergreen" provision contained in the 2013 Plan that provides for
an annual increase in the number of shares available for issuance
thereunder equal to the least of (i) 3.5% of the number of shares
of the Company's common stock outstanding on the last day of the
immediately preceding fiscal year or (ii) a lesser number of shares
determined by the administrator.
The registration of the additional 3,254,467 shares of the
Company's common stock accounts for the annual increases in the
number of shares available under the 2013 Plan for the fiscal years
2014 through 2017.
A full-text copy of the Form S-8 prospectus is available at:
https://is.gd/gm8Gbu
About Marrone Bio
Marrone Bio makes bio-based pest management and plant health
products. Bio-based products are comprised of naturally occurring
microorganisms, such as bacteria and fungi, and plant extracts.
The Company's current products target the major markets that use
conventional chemical pesticides, including certain agricultural
and water markets, where the Company's bio-based products are used
as alternatives for, or mixed with, conventional chemical products.
The Company also targets new markets for which (i) there are no
available conventional chemical pesticides or (ii) the use of
conventional chemical pesticides may not be desirable or
permissible either because of health and environmental concerns
(including for organically certified crops) or because the
development of pest resistance has reduced the efficacy of
conventional chemical pesticides. All of the Company's current
products are approved by the United States Environmental Protection
Agency and registered as "biopesticides."
Marrone Bio reported a net loss of $31 million on $14 million total
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $43.7 million on $9.8 million total revenue for the year ended
Dec. 31, 2015. As of June 30, 2017, Marrone Bio had $47.81 million
in total assets, $83.46 million in total liabilities and a total
stockholders' deficit of $35.65 million.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going concern.
MELI INVESTMENTS: Has Final Approval to Use Cash Collateral
-----------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has entered a final order granting
MELI Investments, LLC, authorization to use cash collateral in the
form of rental income from the real property located at 6890 NW
35th Avenue, Miami, Florida 33147, and 6900 NW 35th Avenue, Miami,
Florida 33147, within a 10% variance from the budget.
As reported by the Troubled Company Reporter on April 11, 2017, the
Debtor asked for court authorization to use cash collateral, in
which secured judgment creditors, Frank Swatscheno and Mark
Feinstein, may assert a lien and security interest. The Debtor
proposed to utilize the cash collateral during the pre-confirmation
period in accordance with the budget. Pursuant to the budget, the
Debtor anticipates to use cash in the aggregate amount of $4,605
per month in order to protect and manage the collateral, including,
but not limited to, payment of insurance, real estate taxes,
repairs.
The Debtor is permitted to pay the following one-time expenses:
a. payment to Roofer -- $3,650 to repair roof leak; and
b. payments to Miami-Dade Code Enforcement -- $1,020 (made of
two payments in the amount of $510.00, each).
The Secured Creditors are granted a replacement lien on the
Debtor's post-petition cash, rents and accounts receivable.
Provided, however, that the post-petition lien on Debtor's
post-petition cash, rents and accounts receivable will be, at all
times, subject, and junior to, all unpaid fees due to the Office of
the U.S. Trustee and all unpaid fees required to be paid to the
Clerk of the Court, which will be paid from cash collateral during
the pendency of this case.
As of May 16, 2017, the Debtor made two $7,500 adequate protection
payments to Secured Creditors and will continue to pay $7,500 per
month as an adequate protection payment to Secured Creditors on or
before the 15th day of each month, with the next payment being due
on or before June 15, 2017.
The Secured Creditors are granted a first-priority security
interest in the Escrowed Funds without the need to file or record
any documentation.
The Debtor will provide proof of the Escrowed Funds to counsel to
Secured Creditors.
Thereafter, the Debtor will escrow $1,366.10 for monthly real
estate taxes on or before the 9th day of each month starting July
9, 2017. In the event this case is dismissed or converted before
the 2017 real estate taxes are due, the Debtor will pay the
Escrowed Funds to the Miami-Dade County Tax Collector.
A copy of the Order is available at:
http://bankrupt.com/misc/flsb17-12870-68.pdf
About MELI Investments
Based in Miami, Florida, MELI Investments, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
17-12870) on March 9, 2017. Luis Taveras, managing member, signed
the petition. At the time of the filing, the Debtor estimated its
assets and debt at $1 million to $10 million. The case is assigned
to Judge Robert A. Mark. The Debtor is represented by Zach
Shelomith, Esq., and Ido Alexander, Esq. at Leiderman Shelomith
Alexander + Somodevilla, PLLC.
MELI INVESTMENTS: Plan Exclusivity Period Extended Until Sept. 7
----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida extended the exclusivity period within which
MELI Investments, LLC may file a plan of reorganization up to and
including September 7, 2017.
The Troubled Company Reporter has previously reported that the
Debtors told the Court that it needed additional time to finalize
terms of retention of a broker and negotiation of a potential
stalking-horse offer.
The Debtor has valued its Properties at $2,356,000, but believes
the value to be well in excess of that figure.
The Debtor said it was still in the process of negotiating terms of
employment with a commercial broker, with intent to assist the
Debtor with the sale of the two commercial properties in Miami.
The Debtor was also engaged in discussions with a likely
stalking-horse bidder over initial bid, breakup fees, and other
terms and conditions associated with the offer.
About MELI Investments LLC
Based in Miami, Florida, MELI Investments, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
17-12870) on March 9, 2017. Luis Taveras, managing member, signed
the petition. The case is assigned to Judge Robert A. Mark. The
Debtor is represented by Zach Shelomith, Esq., and Ido Alexander,
Esq. at Leiderman Shelomith Alexander + Somodevilla, PLLC. At the
time of the filing, the Debtor estimated its assets and debt at $1
million to $10 million.
MESOBLAST LIMITED: Incurs $76.8 Million Net Loss in Fiscal 2017
---------------------------------------------------------------
Mesoblast Limited filed with the Securities and Exchange Commission
its annual report on Form 20-F disclosing a net loss attributable
to the owners of the Company of US$76.81 million on US$2.41 million
of revenue for the year ended June 30, 2017, compared to a net loss
attributable to the owners of the Company of US$4.12 million on
US$42.54 million of revenue for the year ended June 30, 2016.
As of June 30, 2017, Mesoblast Limited had US$655.68 million in
total assets, US$138.92 million in total liabilities and US$516.76
million in total equity.
PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" opinion on the consolidated financial statements for the
year ended June 30, 2017, noting that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
A full-text copy of the Form 20-F is available for free at:
https://is.gd/7uAhPt
About Mesoblast Ltd.
Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
-- http://www.mesoblast.com-- develops cell-based medicines. The
Company has leveraged its proprietary technology platform, which is
based on specialized cells known as mesenchymal lineage adult stem
cells, to establish a broad portfolio of late-stage product
candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product
candidates target advanced stages of diseases with high, unmet
medical needs including cardiovascular diseases, immune-mediated
and inflammatory disorders, orthopedic disorders, and
oncologic/hematologic conditions.
MESOBLAST LIMITED: Plans to Achieve Accelerated Market Entry of MPC
-------------------------------------------------------------------
Mesoblast Limited announced plans to achieve an accelerated market
entry of the Company's proprietary allogeneic mesenchymal precursor
cell (MPC) product candidate MPC-150-IM in the treatment of
patients with the most advanced stages of chronic heart failure
(CHF), defined as New York Heart Association (NYHA) stages Class
III and Class IV.
Patients with NYHA Class III/Class IV experience high mortality
rates, recurrent hospitalizations, and incur substantial cost of
care despite maximal existing therapies. The Company believes that
under new regulatory frameworks that recognize the serious and
life-threatening nature of advanced CHF, positive results from our
ongoing Phase 2b/3 trials in these patients could support
accelerated approval for MPC-150-IM and an opportunity to create a
paradigm shift in this potential multi-billion dollar market.
MPC-150-IM is being evaluated in two ongoing randomized
placebo-controlled Phase 2b/3 trials in patients with either severe
or end-stage advanced CHF. The mechanism of action (MOA) by which
MPC-150-IM is thought to exert its effects in these patient
populations is through immunomodulation and cardiac repair.
Positive clinical signals supporting a common underlying MOA have
been previously published in Phase 2 trials of Mesoblast's
allogeneic MPC therapy in moderate/severe and end-stage heart
failure.
Specifically, the ongoing Phase 2b/3 trials in advanced CHF are:
* A Phase 2b multi-center study in 159 NYHA Class III/IV
patients who have end-stage advanced CHF is being conducted
in North America by a team of researchers within the National
Institutes of Health (NIH)-funded Cardiothoracic Surgical
Trials Network (CTSN). The trial is also supported by the
National Institute of Neurological Disorders and Stroke and
the Canadian Institutes for Health Research.
The trial is evaluating the safety and efficacy of MPC-150-IM
injected into the native heart muscle of end-stage CHF
patients whose circulation is being supported by a left
ventricular assist device (LVAD). Given that high rates of
mortality and recurrent hospitalizations continue to be seen
in end-stage CHF patients even with LVAD implants, this trial
has the potential to support an accelerated approval pathway
for MPC-150-IM.
The primary efficacy endpoint of the study is the number of
temporary weans from LVAD tolerated over the 6 months post-
randomization, indicating strengthening of the native heart
muscle. Additional efficacy endpoints include patient
survival, adverse events and rehospitalization rates over 12
months.
This trial is expected to complete enrollment shortly, with
top-line results for the trial's primary endpoint expected in
Q1 2018.
* A Phase 3 multi-center study targeting predominantly advanced
CHF patients who have severe left ventricular systolic
dysfunction is being conducted in North America in patients
who have failed optimal medical care for their cardiac
condition.
More than 400 of the anticipated approximately 600 NYHA Class
II/III CHF patients have been randomized to date. The
trial's primary efficacy endpoint is a comparison of
recurrent non-fatal HF-related major adverse cardiac events
(HF-MACE) between either MPC-treated patients or sham-treated
controls.
In April 2017, Mesoblast announced that a pre-specified
interim futility analysis of the efficacy endpoint in this
Phase 3 trial was successful in the trial's first 270
patients. After notifying the Company of the interim
analysis results, the trial's Independent Data Monitoring
Committee stated that it had no safety concerns relating to
MPC-150-IM and recommended that the trial should continue as
planned. The Company believes that positive results from
this Phase 3 trial in advanced CHF patients would serve to
confirm results with MPC-150-IM obtained in end-stage heart
failure patients.
About Advanced Chronic Heart Failure (CHF)
CHF is a progressive disease and is classified in relation to the
severity of the symptoms experienced by the patient. The most
commonly used classification system was established by the NYHA and
ranges from Class I-II (mild to moderate) to Class III/IV (severe
to end-stage). In 2016, more than 15 million patients in the seven
major global pharmaceutical markets were estimated to have been
diagnosed with CHF. Prevalence is expected to grow 46% by 2030 in
the United States alone, affecting more than 8 million Americans.
Approximately half of people who develop heart failure die within 5
years of diagnosis. Patients with advanced CHF (NYHA Class III or
Class IV) have the highest burden of disease, recurrent
hospitalizations and mortality. In the United States alone, the
NYHA Class III patient population is estimated at 1.3 million
patients and the NYHA class IV population at 250,000 patients.
There are approximately 50,000 patients with end-stage class IV
heart failure who, despite optimal medical therapy, have a one-year
mortality exceeding 50%. The only options to increase survival in
these patients are the use of LVADs or of heart transplants, the
latter limited by donor availability to less than 3000 patients
annually. CHF causes severe economic, social, and personal costs.
In the United States, it is estimated that CHF results in direct
costs of $60.2 billion annually when identified as a primary
diagnosis and $115 billion as part of a disease milieu.9
About Mesoblast Ltd.
Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
-- http://www.mesoblast.com-- develops cell-based medicines. The
Company has leveraged its proprietary technology platform, which is
based on specialized cells known as mesenchymal lineage adult stem
cells, to establish a broad portfolio of late-stage product
candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product
candidates target advanced stages of diseases with high, unmet
medical needs including cardiovascular diseases, immune-mediated
and inflammatory disorders, orthopedic disorders, and
oncologic/hematologic conditions.
Mesoblast reported a net loss attributable to the owners of the
Company of US$76.81 million on US$2.41 million of revenue for the
year ended June 30, 2017, compared to a net loss attributable to
the owners of the Company of US$4.12 million on US$42.54 million of
revenue for the year ended June 30, 2016. As of June 30, 2017,
Mesoblast Limited had US$655.68 million in total assets, US$138.92
million in total liabilities and US$516.76 million in total
equity.
PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" opinion on the consolidated financial statements for the
year ended June 30, 2017, noting that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
MICHAEL BRANIFF: Sale of Richmond Property for $160K Approved
-------------------------------------------------------------
Judge Paul M. Green of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Michael Leo Braniff's sale of one
parcel of real property, a single family residence, located at 1814
Settlers Court, Richmond, Texas, nunc pro tunc to the closing date
of April 10, 2017, to Marilyn Falkenhagen for $160,000.
The Debtor's net proceeds from the sale totaling $20,942 will be
made payable and delivered to his counsel of record, Lansing Roy,
P.A., 1710 Shadowood Lane, Suite 210, Jacksonville, Florida, to be
held in trust.
Within 30 days of receipt and verification of the $20,942, the Firm
will issue a check in the amount of $756 payable to the estate of
James J. Braniff, delivered to the appropriate executor. The
remaining balance of $20,185 will remain in trust with the Firm and
only distributed according to the terms of either a confirmed
Chapter 11 plan in the case or further order of the Court.
Michael Leo Braniff sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 16-03609) on Sept. 27, 2016. The Debtor tapped William B.
McDaniel, Esq., at Lansing Roy, PA, as counsel.
The Debtor can be reached at:
Michael Leo Braniff
12058 San Jose Blvd., #801
Jacksonville, FL 32223
MONTE L. MASINGALE: Court Confirms Chapter 11 Amended Plan
----------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington confirms Monte L. Masingale and
Rosana D. Masingale's Chapter 11 Amended Chapter 11 Plan of
Reorganization filed on March 2, 2017, amended per Plan Amendment
filed June 2, 2017, and amended on August 7, 2017.
The Court finds that provisions of Chapter 11 of the United States
Code have been complied with and the Plan has been proposed in good
faith and not by any means forbidden by law.
Each holder of a claim or interest has accepted the Plan or will
receive or retain under the Plan property of a value, as of the
effective date of the Plan, that is not less than the amount that
such holder would receive or retain if the Debtors were liquidated
under Chapter 7 of the Code on such date, or the Plan does not
discriminate unfairly, and is fair and equitable with respect to
each class of claims or interests that is impaired under and has
not accepted the Plan.
All payments made or promised by the Debtors or by a person issuing
securities or acquiring property under the Plan or by any other
person for services or for costs and expenses in, or in connection
with, the Plan and incident to the case, have been fully disclosed
to the Court and are reasonable and are hereby approved, or, if to
be fixed after confirmation of the Plan, will be subject to
approval of the Court.
The bankruptcy case is In re: MONTE L. MASINGALE AND ROSANA D.
MASINGALE, Chapter 11, Debtors.
A full-text copy of Judge Corbit's Order dated August 23, 2017, is
available at https://is.gd/gvOJ1D from Leagle.com.
Monte L. Masingale, Debtor, represented by Dan ORourke --
dorourke@southwellorourke.com -- Southwell & ORourke.
US Trustee, U.S. Trustee, represented by Gary W. Dyer --
Gary.W.Dyer@usdoj.gov -- U S Trustee's Office & James D. Perkins, U
S Dept of Justice/U S Trustee Offce.
Monte L. Masingale and Rosana D. Masingale filed for Chapter 11
bankruptcy protection (Bankr. E.D. Wash. Case No. 15-03276) on
Sept. 28, 2015.
NANDINI INC: Hires Gift and Associates as Accountants
-----------------------------------------------------
Nandini, Inc. dba Exxon Food Mart, dba Hershey Shell Food Mart,
seeks authorization from the U.S. Bankruptcy Court for the Middle
District of Pennsylvania to employ Andrew Sartalis, Jesse Lambert
and the firm Gift and Associates, LLC as accountants.
The Debtor requires Gift and Associates to:
(a) prepare the monthly financial statements; and
(b) prepare the end of year Federal 1120S Tax Return.
Gift and Associates will be paid a flat rate of $293 per month.
Gift and Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mr. Sartalis and Mr. Lambert assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
Gift and Associates can be reached at:
Andrew Sartalis
Jesse Lambert
GIFT AND ASSOCIATES, LLC
1205 Manor Drive, Suite 100
Mechanicsburg, PA 17055
Tel: (717) 766-3555
About Nandini Inc.
Nandini, Inc., filed a Chapter 11 petition (Bankr. M.D. Pa. Case
No. 17-03409) on August 17, 2017, listing under $1 million in both
assets and liabilities. Lisa A. Rynard, Esq. at Purcell Krug &
Haller, represents the Debtor as bankruptcy counsel.
NATIONSTAR MORTGAGE: Says Involuntary Case Without Basis
--------------------------------------------------------
Nationstar Mortgage, LLC, filed with the U.S. Bankruptcy Court for
the District of New Jersey an application to (i) strike or, in the
alternative, dismiss an involuntary Chapter 11 petition filed
against it, and (ii) restrain the petitioners from referring to
Nationstar as "debtor".
Nationstar says the petition was erroneously filed.
On Aug. 25, 2017, "alleged creditors" filed an involuntary chapter
11 bankruptcy petition against NSM. The purported "petitioning
creditors" consist of Ms. Lauren Collier and Mr. Jerome E. Fields,
Jr., and the "United States et. al."
NSM is an indirect, wholly-owned subsidiary of Nationstar Mortgage
Holdings, Inc., a publicly traded company with stockholders.
According to NSM, the erroneous and frivolous filing of the
petition by Ms. Collier and Mr. Fields is an outrageous abuse of
the bankruptcy process that has potential to cause irreparable harm
to NSM and to NSM Holdings. Therefore, by separate application,
NSM is requesting that its motion be heard on an emergent basis and
on shortened time to prevent further harm. In addition to the
extraordinary harm that can result from the filing of an
involuntary petition it would appear that Collier and Fields are
unlikely to have the capacity to pay damages or even minimally
compensate Nationstar for losses caused by their outrageous
action.
NSM is further seeking restraints against the petitioners to
minimize any additional harm caused by this erroneous filing or
future filings. According to NSM, petitioners' conduct of placing
a company into an involuntary bankruptcy without any basis is
contrary to the bankruptcy process, and fails even the most basic
compliance with the Bankruptcy Code. NSM avers that petitioners'
conduct should not be countenanced and NSM requests that the Court
immediately strike the petition, or in the alternative, dismiss the
Petition.
Mortgage
On June 19, 2006, as security for payment of a note, Ms. Collier
executed and delivered a mortgage to First Residential Mortgage
Services Corporation in the principal amount of $224,000 on
property located at 45 Triangle Lane, Willingboro, New Jersey
08046. The Mortgage on the Property was recorded on July 13,
2006, in the Office of the Clerk of the County of Burlington, New
Jersey as Instrument Number 4331941 in Book 10997 on Page 037.
NSM previously serviced the Mortgage for a period of time.
On June 14, 2017, however, NSM sent to Ms. Collier a Notice Of
Assignment, Sale Or Transfer Of Servicing Rights in which NSM
advised Ms. Collier that the servicing of her Mortgage on the
Willingboro Property was being assigned, sold or transferred from
NSM to another mortgage servicer effective June 29, 2017.
On June 29, 2017, NSM sent a Corporate Assignment of Mortgage to
the Clerk of the County of Burlington requesting the Assignment be
recorded. The Assignment assigned the Mortgage from NSM to U.S.
Bank National Association, Not In Its Individual Capacity, But
Solely As Trustee For The RMAC Trust, Series 2016-CTT. As of June
29, 2017, NSM no longer serviced Ms. Collier's loan.
NSM did not retain any servicing rights in connection with the
mortgage after transferring servicing and assigning the Mortgage
and otherwise does not have any interest in the Mortgage or
authority to act on behalf of the Trust.
The Petitioning Creditors appeared pro se.
Nationstar is represented by:
Ryan P. Mulvaney, Esq.
Jeffrey Bernstein, Esq.
Nicole A. Leonard, Esq.
McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
570 Broad Street
Newark, NJ 07102
Tel: (973) 622-7711
Fax: (973) 622-5314
E-mail: rmulvaney@mdmc-law.com
jbernstein@mdmc-law.com
nleonard@mdmc-law.com
NAVISTAR INTERNATIONAL: Will Release Q3 2017 Results on Sept. 6
---------------------------------------------------------------
Navistar International Corporation (NYSE: NAV) today announced that
it will report its fiscal 2017 third quarter financial results on
Wednesday, September 6, 2017.
The company will host a conference call and present via a live
webcast its fiscal 2017 third quarter financial results on
Wednesday, September 6th at approximately 9:00 a.m. Eastern (8:00
a.m. Central). Speakers on the webcast will include Troy Clarke,
Chairman, President and Chief Executive Officer and Walter Borst,
Executive Vice President and Chief Financial Officer, among other
company leaders.
Those who wish to participate in the conference call may do so by
dialing: (877) 303-3199. Additionally, the webcast can be accessed
through the investor relations page of the company’s website at
http://www.navistar.com/navistar/investors/webcasts.Investors are
advised to log on to the website at least 15 minutes prior to the
start of the webcast to allow sufficient time to download any
necessary software. The webcast will be available for replay at the
same address approximately three hours following its conclusion and
will remain available for a limited time.
About Navistar
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose subsidiaries
and affiliates produce International brand commercial and military
trucks, proprietary diesel engines, and IC Bus brand school and
commercial buses. An affiliate also provides truck and diesel
engine service parts. 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.
In March 2017, Fitch Ratings 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.
In March 2017, S&P Global Ratings said 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.
NUTRITION RUSH: Mike's Buying Retail Stores Inventory for $28K
--------------------------------------------------------------
Nutrition Rush, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize the sale of its health supplements,
vitamin packs, and nutrition powders ("Inventory") located in
retail stores to Mike's Muscle, Inc., for $27,837, subject to
higher and better offers.
The Debtor owns and maintains the Inventory located in their retail
stores. It has several lease agreements for their retail stores in
which it is either a lessee, a sub-lessee, or a sub-tenant of
commercial property leases.
On Jan. 5, 2017, the Debtor filed a Motion to Assume and Reject
Certain Leases including lease agreements for these locations
("Stores"):
a. 4050 Airport Center Dr. Palm Springs, California ("Palm
Springs Store");
b. 77920 Country Club Dr., Palm Desert, California ("Palm
Desert Store");
c. 9705 S. Eastern Ave., Las Vegas, Nevada ("Eastern Store");
d. 2655 S. Maryland Parkway, Las Vegas, Nevada ("Maryland
Store");
e. 1725 N. Rainbow Blvd., Las Vegas, Nevada ("Rainbow Store");
and
f. 6050 N. Decatur Blvd., Las Vegas, Nevada ("Decatur Store").
By order dated March 8, 2017, the Court authorized the Debtor to
assume the aforementioned Leases, among others. On Aug. 28, 2017,
the Debtor and the Buyer entered into the Purchase Agreement to:
(i) purchase the Debtor's Inventory located at each Store; and (ii)
assume the Leases for all Stores save the Decatur Store.
Specifically, the Buyer will pay the Debtor a total of $27,837 for
the Inventory and assignment of the Leases, detailed as follows:
a. Palm Springs Store: $6,479 for the Inventory and assignment
of the Lease at the Palm Springs Store.
b. Palm Desert Store: $5,877 for the Inventory and assignment
of the Lease at the Palm Desert Store.
c. Eastern Store: $6,236 for the Inventory and assignment of
the Lease at the Eastern Store.
d. Maryland Store: $3,840 for the Inventory and assignment of
the Lease at the Maryland Store.
e. Rainbow Store: $1,140 for the Inventory and assignment of
the Lease at the Rainbow Store.
f. Decatur Store: $4,265 for the Inventory only at the Decatur
Store.
The six Stores are the only stores in which the Debtor is still
operating. Upon the sale of the Inventory and assignment of the
Leases to the Buyer, the Debtor will no longer operate its business
at the Stores.
The Debtor proposes to sell the Inventory and the assignment of the
Leases (except for the Lease for the Decatur Store), free and clear
of all liens, claims, encumbrances, and interests and exempt from
any stamp, transfer, recording or similar tax. The Debtor also
asks that the sale be subject to higher and better offers, in the
event an interested party is willing to exceed the current sale
price for the Inventory and Leases.
The Debtor asks the Court to authorize the assignment of the Leases
from the Debtor to the Buyer, or its designee. It further asks
that the Buyer be designated as a good faith purchaser.
The Debtor is aware that its assets are subject to secured liens of
the Internal Revenue Service and the Nevada Department of Taxation.
Importantly, however, the Debtor asks that its counsel, Schwartz
Flansburg PLLC ("SF"), be allowed to surcharge $10,000 of the
proceeds, with the remaining $17,837 to be split between the IRS
and Department, however the parties may agree. SF's fees in the
case from June 2017 to present, SF currently has approved fees and
costs through May 31, 2017, in the amount of $118,172, for which
only $15,171 has been paid.
The Debtor further asks that the Buyer be designated as a good
faith purchaser, and that the Court waives the 14-day stay period
pursuant to Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/NUTRITION_RUSH_179_Sales.pd
IRS can be reached at:
INTERNAL REVENUE SERVICE
P.O. Box 7346
Philadelphia, PA 19101-7346
The Department can be reached at:
NEVADA DEPRARTMENT OF TAXATION
BK Section
555 E. Washington Ave. #1300
Las Vegas, NV 89101
About Nutrition Rush
Nutrition Rush, LLC, is a health supplement retailer operating in
Nevada, California, and previously, in Arizona. Nutrition Rush
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-16771) on
Dec. 22, 2016. The petition was signed by Laura Kuveke, its
managing member. At the time of filing, the Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities. The case is assigned to Judge Laurel E. Davis. The
Debtor is represented by Bryan A. Lindsey, Esq., and Samuel A.
Schwartz, Esq., at Schwartz Flansburg PLLC. No creditors'
committee has been appointed in this Chapter 11 case by the U.S.
Trustee.
NUVERRA ENVIRONMENTAL: Appoints New Chief Financial Officer
-----------------------------------------------------------
Nuverra Environmental Solutions, Inc., has appointed Edward A. Lang
to serve as the Company's executive vice president, chief financial
officer, and principal financial officer. Mr. Lang, age 61, has
over 30 years of experience in treasury management, investor
relations, risk management, tax planning and compliance, and other
corporate finance matters.
Prior to joining the Company, he served as senior vice president -
finance of Republic Services, Inc. from December 2008 to June 2015,
and prior to that as vice president - treasurer of Republic from
October 1998 to December 2008. Republic is a Fortune 500 company,
traded on the New York Stock Exchange, and is the second-largest
service provider in the domestic non-hazardous solid waste
industry. Prior to his service at Republic, Mr. Lang served for
over nine years in various corporate finance and treasury positions
at Dole Food Company, including two years as vice president -
treasurer. Mr. Lang is a graduate of the University of Southern
California, with a B.S. in Real Estate Finance, and he also holds
an M.B.A. in Finance and Information Systems from Indiana
University.
In connection with Mr. Lang's appointment, he entered into an
employment agreement with the Company, effective as of Aug. 23,
2017, pursuant to which Mr. Lang will serve as the executive vice
president and chief financial officer of the Company for a three
year term, with such term to be automatically extended for
successive one-year periods thereafter, unless either the Company
or Mr. Lang provide at least three months prior written notice of
termination pursuant to the terms of the Employment Agreement.
For Mr. Lang's services, he will be paid an annual base salary of
$350,000, which will be reviewed annually by the Company's board of
directors or its Compensation and Nominating Committee to determine
whether the annual base salary should be increased and, if so, in
what amount. In addition, Mr. Lang will receive insurance benefits
and will be entitled to participate in any of the Company's current
or future incentive compensation plans and the management incentive
plan to be adopted by the Board pursuant to the Company's plan of
reorganization. In connection with the commencement of Mr. Lang's
employment, he is entitled to receive a one-time cash bonus of
$25,000, which is subject to full reimbursement in the event Mr.
Lang resigns from his position within the first twelve months of
his employment.
During and after termination of the Employment Agreement, Mr. Lang
is obligated to maintain the Company's confidential information in
confidence. In addition, he agrees to certain non-competition and
non-solicitation covenants for a one-year period following any
termination of his employment.
About Nuverra Environmental
Nuverra Environmental Solutions, Inc. (OTCQB: NESC), provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017.
The Hon. Kevin J. Carey presides over the cases. The Bankruptcy
Court approved Nuverra Environmental Solutions' Disclosure
Statement and concurrently confirmed its Amended Prepackaged
Chapter 11 Plan of Reorganization on July 25, 2017. On Aug. 7,
2017, the Plan became effective pursuant to its terms and the
Company and its material subsidiaries emerged from the Chapter 11
cases.
Shearman & Sterling LLP served as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt &
Taylor, LLP, and Shearman & Sterling LLP, served as the Debtors'
co-counsel.
AP Services, LLC, acted as the Debtors' restructuring advisor.
Lazard Freres & Co. LLC and Lazard Middle Market LLC served as the
investment banker. Prime Clerk LLC served as the claims and
noticing agent. On May 19, 2017, the U.S. Trustee appointed an
official committee of unsecured creditors. As of July 2017, David
Hargreaves has resigned from the Committee. Kilpatrick Townsend &
Stockton LLP served as counsel and Batuta Capital Advisors LLC as
financial advisor to the Committee. Landis Rath & Cobb LLP served
as Delaware counsel.
OFF THE BOAT: Allowed Use Cash Collateral Through October 2017
--------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy for the District
of Massachusetts authorized Off The Boat, Inc., to further use of
cash collateral through October 2017 on the same terms and
conditions as previously allowed.
The Debtor is directed to segregate all trust fund taxes in a
separate DIP account identified as a tax account and provide proof
of such to the Court and the U.S. Trustee by the close of business
on August 31, 2017.
A further hearing will be held on Oct. 24, 2017, at 10:15 a.m.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/w8KZdw
About Off The Boat
Off The Boat, Incorporated, filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-14841) on on Dec. 27, 2016. Antonietta G.
D'Amelio, president, signed the petition. At the time of filing,
the Debtor estimated assets at $0 to $50,000 and liabilities at
$50,000 to $100,000. The Debtor is represented by John F.
Sommerstein, Esq., at the Law Office of John F. Sommerstein.
OMNOVA SOLUTIONS: S&P Alters Outlook to Stable on Weak Metrics
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
OMNOVA Solutions Inc. and revised the rating outlook to stable from
positive.
S&P said, "At the same time, we affirmed our 'B' issue-level
ratings on the company's first-lien term loan. The recovery rating
remains '3', reflecting our expectation of meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of default.
"The outlook revision follows weaker-than-expected volume
performance thus far in fiscal 2017, and our expectation that
EBITDA and weighted-average credit measures will not improve as
much as we had previously forecasted. These slightly weaker
financial results are in part due to the loss of a major customer
in China that affected the company's profitability. Furthermore,
prices of styrene and butadiene (two of OMNOVA's primary raw
materials), increased significantly in the first half of the fiscal
year, which contributed to lower EBITDA margins than expected.
"The stable outlook reflects our expectation that EBITDA margins
over the next 12 months will grow modestly from their current
levels (9.3% for the 12-month period ended May 2017). The
expectations for margin improvement are primarily based on our
expectations for growth in the company's higher-margin new
products, cost-reduction initiatives, and that raw material price
changes will be passed on in a timely manner. Given our expectation
for modestly positive free cash flow, we expect that
weighted-average debt to EBITDA will remain in the 5x to 6x range
over the next year.
"We could consider a one-notch downgrade over the next 12 months if
debt to EBITDA approaches 7x. This could occur from a 400 basis
points (bps) drop in expected EBITDA margins, driven by rapidly
rising raw material costs that the company is unable to pass on to
customers, along with a moderate drop in revenues if the
penetration of new product introductions is unable to offset
weakness in certain key markets. Although not currently
anticipated, substantial debt funding for a dividend distribution
or a sizable acquisition, or a deteriorating liquidity position,
such that liquidity sources drop below 1.2x liquidity uses, could
also trigger a downgrade.
"We could consider a one-notch upgrade over the next 12 months if
debt to EBITDA falls below 5x on a sustained basis. In such a
scenario, we would expect either EBITDA margins or revenues to be
400 bps higher than in our base case. This would likely be the
result of the company's new products initiatives generating
higher-than-anticipated EBITDA margins or if volumes grow faster
than expected, particularly driven by stronger-than-expected growth
in housing and automotive end markets."
PAMELA FROG: Wants to Use Cash to Pay 2015 Delinquent Taxes
-----------------------------------------------------------
Pamela F.R.O.G. filed with the U.S. Bankruptcy Court for the
Western District of Michigan a supplemental motion to use cash
collateral for payment of prepetition property taxes as agreed.
The Debtor wants to use cash collateral on deposit for the payment
of 2015 delinquent property taxes due Ingham County Treasurer in
connection with Debtor's principal place of business located at:
1205 Pierce Road, Lansing, Michigan 48933.
The Debtor, in good faith, failed to realize the sequential order
of the procedural steps necessary to achieve court approval of an
agreement between Bayview Funding and the Debtor to permit the
payment of 2015, delinquent property taxes to protect Bayview's
interest in the property.
A copy of the Supplemental Motion is available at:
http://bankrupt.com/misc/miwb16-04965-84.pdf
As reported by the Troubled Company Reporter on Aug. 8, 2017, the
Debtor asked for court permission to use cash collateral for
payment of prepetition property taxes. Bayview asserts a secured
claim against the Property and Debtor's cash collateral in the
amount of $606,455, identifying in its amended proof of claim, the
value of the Property as being $655,000. The Debtor's obligation
includes providing for the payment of property tax on the Property
to the appropriate taxing authority. To date, there exists a
prepetition delinquent 2015 property tax obligation to the Ingham
County Treasurer in the amount of $25,431.77 (or $25,722.06 if paid
after July 31, 2017), which if not paid by March 1, 2018, will
result in absolute title to the Property vesting in the foreclosing
governmental unit.
About Pamela F.R.O.G.
Pamela F.R.O.G., LLC, doing business as Pam's Academy of Champions,
filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 16-04965)
on Sept. 28, 2016. The petition was signed by Pamela J.
Eaton-Champion, managing member. The Debtor disclosed $332,704 in
assets and $1.13 million in liabilities. The case is assigned to
Judge John T. Gregg. The Debtor is represented by Michael Shawn
Mahoney, Esq., at Michael S. Mahoney, P.C.
PASSAGE VILLAGE: PCO Files Second 60-Day Report for Laurel Run
--------------------------------------------------------------
Margaret Barajas, the appointed Patient Care Ombudsman for Passage
Village of Laurel Run Operations, LLC, files with the U.S.
Bankruptcy Court for the Southern District of West Virginia a
second 60-day report for Passage Village of Lauren Run.
Passage Village of Lauren Run, offers a continuing care retirement
community on its campus in Fayetteville, Adams County,
Pennsylvania. The PCO observed that the occupancy rate remained
consistent throughout this reporting period.
The PCO claimed that it has conversation the administrator Larry
Cottle, who reported that staffing is stable and that care staff
turnover is similar to what it has been historically.
During this reporting period, the local ombudsmen documented
interaction with 56 residents and 3 family members, as well as at
least one staff member each week.
The local ombudsmen confirmed that all sections of the home
continue to be clean and odor-free. However, on the evening of June
23, 2017, the Laurel Personal Care home experienced three hallways
filled with smoke. All of the residents were moved to the dining
room until the fire department could determine the cause. It was
determined that the heating/cooling system in the ceiling had
overheated. The PCO reported that there were no injuries and no
damages sustained.
On July 18, 2017, the local ombudsman reported that the activities
room was uncomfortably warm. The administrator reported that the
air conditioning had since been fixed, and the room was cooling
down but there were fans in the room.
The PCO learned that there were four concerns reported to the
ombudsmen during the period, including an allegation of sexual
assault in the skilled nursing unit. The Director of Nursing
reported to the local ombudsman that an incident report was
appropriately filed on behalf of the resident, who has severe
dementia.
The PCO observed that there do not appear to be any concerns
involving supply acquisition, vendors, utilities, or other external
support factors.
During the reporting period, the PCO received multiple calls from
staff at the Village of Laurel Run, which were prompted by payroll
checks which were refused for non-sufficient funds, and as a result
fees were incurred by staff.
As a matter of protocol, such complaints are received by the PA
Office of the Long-Term Ombudsman and are reported to the
regulatory entities: PA Department of Health, Bureau of Facility
Licensure and Certification under: The PCO said that correspondence
was subsequently issued by the Debtor, indicating that the
payroll/accounting systems error was corrected, and there have be
no further complaints received.
A full-text copy of the PCO's Second 60-day Report, dated August
11, 2017, is available at https://is.gd/iFshJy
About Passage Midland
Passage Healthcare -- http://passagehealthcare.net-- is a senior
living care provider founded in 2013 by Andrew Turner and William
Lasky.
Passage Midland Meadows Operations, LLC, and three affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead Case No.
17-30092) on March 13, 2017. The debtor-affiliates are Passage
Healthcare Property, LLC; Passage Longwood Manor Operations, LLC;
and Passage Village of Laurel Run Operations, LLC.
The petitions were signed by Andrew Turner, member-manager of
Passage Healthcare, LLC, manager of Passage Midland.
Passage Midland estimated $0 to $50,000 in assets and $1 million to
$10 million in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk presides over the cases.
Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi
Adler, PC, is the Debtors' special counsel, required to provide
services related to Pennsylvania regulatory and licensing
compliance and Medicare, and Medicaid payment and compliance.
Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret
Barajas as the Patient Care Ombudsman for two of the Debtors:
Passage Village of Laurel Run Operations and Passage Longwood Manor
Operations.
An official committee of unsecured creditors has not been appointed
in the Debtors' cases.
PASSAGE VILLAGE: PCO Files Second 60-Day Report for Longwood
------------------------------------------------------------
Margaret Barajas, the appointed Patient Care Ombudsman for Passage
Longwood Manor Operations, LLC, files with the U.S. Bankruptcy
Court for the Southern District of West Virginia a second 60-day
report for Passage Longwood Manor.
Passage Longwood Manor, offers personal care services in Maytown,
Lancaster County, Pennsylvania, under a regular license issued by
the PA Department of Human Services. The population they serve is
geriatric and has a capacity of 116 beds, of which 84 beds are
currently occupied, and includes a secured dementia care unit. The
PCO observed that the occupancy rate remains consistent. The PCO
also observed that signs with contact information for the Long-Term
Care Ombudsman Office and the Department of Human Services are
visibly posted throughout the home.
The PCO told the Court that the Residents are aware of the
bankruptcy proceedings, staff spoke candidly about it with the
ombudsmen, and no one communicated any specific concerns or
problems related to the proceedings.
However, the PCO described that the payroll concerns of Passage
Midland Meadows, which were first reported to the PCO by its staff
at the Village of Laurel Run, has impacted four administrative
staff at Longwood Manor, including Jared Zimmerman. As of August
11, 2017, the administrator, Jared Zimmerman, has resigned to take
a position with a different Lancaster county personal care home.
His duties will be assumed by Tracy Lawson, one of two personal
care home administrators from the Village of Laurel Run in
Fayetteville, Adams County -- who will be serving in a part-time
capacity until a permanent replacement is made.
The PCO reported that there do not appear to be other concerns
involving supply acquisition, vendors, utilities, or other external
support factors.
The PCO said that there are no regulatory issues/DHS to report. The
PCO is confident that the facility staff and interim administrator
will continue to work closely with the local ombudsmen.
A full-text copy of the PCO's Second 60-day Report, dated August
11, 2017, is available at https://is.gd/k2csBB
About Passage Midland
Passage Healthcare -- http://passagehealthcare.net-- is a senior
living care provider founded in 2013 by Andrew Turner and William
Lasky.
Passage Midland Meadows Operations, LLC, and three affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead Case No.
17-30092) on March 13, 2017. The debtor-affiliates are Passage
Healthcare Property, LLC; Passage Longwood Manor Operations, LLC;
and Passage Village of Laurel Run Operations, LLC.
The petitions were signed by Andrew Turner, member-manager of
Passage Healthcare, LLC, manager of Passage Midland.
Passage Midland estimated $0 to $50,000 in assets and $1 million to
$10 million in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk presides over the cases.
Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi
Adler, PC, is the Debtors' special counsel, required to provide
services related to Pennsylvania regulatory and licensing
compliance and Medicare, and Medicaid payment and compliance.
Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret
Barajas as the Patient Care Ombudsman for two of the Debtors:
Passage Village of Laurel Run Operations and Passage Longwood Manor
Operations.
An official committee of unsecured creditors has not been appointed
in the Debtors' cases.
PERFUMANIA HOLDINGS: Files Revised Prepackaged Joint Reorg Plan
---------------------------------------------------------------
BankruptcyData.com reported that Perfumania Holdings filed with the
U.S. Bankruptcy Court a Revised Prepackaged Joint Chapter 11 Plan
of Reorganization and related Disclosure Statement. According to
the Disclosure Statement, "The Plan provides for the following key
economic terms and mechanics: All creditors of the Debtors will be
unimpaired and have their claims either reinstated or paid in full
in cash. In addition, the Debtors Intercompany Interests will be
reinstated to preserve the Company's existing corporate structure.
Interests in Perfumania will be cancelled pursuant to the Plan and
Holders of Interests in Perfumania shall receive no property under
the Plan on account of such Interests. Holders of Interests in
Perfumania (other than NewHoldCo), however, will have the
opportunity to receive $2.00 in cash per share consideration (the
'Releasing Stockholder Consideration') by electing to provide the
Stockholder Release set forth in Article 9.5 of the Plan, pursuant
to the instructions provided in the Stockholder Release Opt-In Form
and in this Disclosure Statement. The Releasing Stockholder
Consideration will be funded by NewHoldCo, which will provide a new
equity infusion to Perfumania in Cash in the amount of $14,263,460.
In exchange for the NewHoldCo Equity Investment, NewHoldCo will
receive 100% of the New Perfumania Common Stock issued under the
Plan…. On the Effective Date, the Reorganized Debtors, as
borrowers, will enter into an asset-based revolving credit facility
in the principal amount of up to $100 million (the 'Exit
Facility'). The proceeds of the Exit Facility will fund (i) the
repayment of the DIP Facility Claims, (ii) distributions under the
Plan, and (iii) be used for general working capital purposes."
The Court scheduled a combined hearing Oct. 6, 2017 hearing to
consider both the Plan and Disclosure Statement, with objections
due by Sept. 28, 2017.
About Perfumania Holdings
Perfumania Holdings, Inc. (PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. Perfumania has a 30-year history of innovative
marketing and sales management, brand development, license sourcing
and wholesale distribution making it the premier destination for
fragrances and other beauty supplies. As of Aug. 26, 2017,
Perfumania, Inc., operated a chain of 226 retail stores,
specializing in the sale of fragrances and related products at
discounted prices up to 75% below the manufacturers' suggested
retail prices
Perfumania reported a net loss of $23.63 million for the fiscal
year ended Jan. 28, 2017, and a net loss of $11.67 million for the
fiscal year ended Jan. 30, 2016.
As of April 29, 2017, Perfumania had $304.7 million in total
assets, $253.9 million in total liabilities and $50.80 million in
total shareholders' equity.
On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including Perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code. The Debtors are seeking to have their cases
jointly administered for procedural purposes under the case docket
for Model Reorg Acquisition, LLC (Bankr. D. Del. Case No.
17-11794).
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.
The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).
Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania
PERFUMANIA HOLDINGS: Glenn Nussdorf Discloses 55.25% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Glenn H. Nussdorf reported beneficial ownership of
8,805,789 common shares (55.25%); Stephen L. Nussdorf reported
beneficial ownership of 8,362,032 common shares (55.94%); and
Lillian Ruth Nussdorf reported beneficial ownership of 8,362,032
common shares (53.97%) of Perfumania Holdings, Inc. as of Aug. 29,
2017.
The Statement was also being filed by MJA Beauty, LLC, a Delaware
limited liability company ("New HoldCo"), which is a member of a
group with Stephen L. Nussdorf, Glenn H. Nussdorf, Arlene Nussdorf
and Lillian Ruth Nussdorf, with respect to the shares of Common
Stock contributed to New HoldCo in connection with an investment
agreement.
The members of the Nussdorf Family have used and intend to use
personal funds and the outstanding shares of Common Stock they each
previously beneficially owned to make their respective investments
in New HoldCo. New HoldCo anticipates using cash contributions
from the members of the Nussdorf Family and their respective
affiliates and JM-Co Capital Fund, LLC, an affiliate of Rene
Garcia, to make its investment in Reorganized Perfumania
contemplated by the Investment Agreement.
As of Aug. 29, 2017, New HoldCo beneficially owns 8,362,032 shares
(53.97%) of the Common Stock, for which Glenn H. Nussdorf, Stephen
L. Nussdorf, Arlene Nussdorf and Lillian Ruth Nussdorf share voting
and dispositive power.
Glenn H. Nussdorf and Stephen L. Nussdorf also each owns, with sole
voting and dispositive power, Warrants to purchase 443,757 shares
of Common Stock. Stephen L. Nussdorf also owns, with sole voting
and dispositive power, options to purchase 250,000 shares of Common
Stock.
Giving effect to the exercise of the options and/or Warrants held
by each of Glenn H. Nussdorf and Stephen L. Nussdorf but not the
exercise of the outstanding options and/or Warrants held by others,
as of Aug. 29, 2017, Glenn H. Nussdorf and Stephen L. Nussdorf
beneficially own 8,805,789 shares (55.25%) and 9,055,789 shares
(55.94%), respectively, of the Common Stock. As of
Aug. 29, 2017, Arlene Nussdorf and Lillian Ruth Nussdorf each
beneficially own 8,362,032 shares (53.97%) of the Common Stock.
The foregoing percentages are based on 15,493,763 shares of Common
Stock outstanding as of June 16, 2017, as reported in the Issuer's
Form 10-Q filed on June 19, 2017.
A full-text copy of the regulatory filing is available at:
https://is.gd/ejmHvF
About Perfumania Holdings
Perfumania Holdings, Inc. (PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. Perfumania has a 30-year history of innovative
marketing and sales management, brand development, license sourcing
and wholesale distribution making it the premier destination for
fragrances and other beauty supplies. As of Aug. 26, 2017,
Perfumania, Inc., operated a chain of 226 retail stores,
specializing in the sale of fragrances and related products at
discounted prices up to 75% below the manufacturers' suggested
retail prices.
Perfumania reported a net loss of $23.63 million for the fiscal
year ended Jan. 28, 2017, and a net loss of $11.67 million for the
fiscal year ended Jan. 30, 2016.
As of April 29, 2017, Perfumania had $304.73 million in total
assets, $253.93 million in total liabilities and $50.80 million in
total shareholders' equity.
On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including Perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code. The Debtors are seeking to have their cases
jointly administered for procedural purposes under the case docket
for Model Reorg Acquisition, LLC (Bankr. D. Del. Case No.
17-11794).
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.
The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).
Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania
PERFUMANIA HOLDINGS: Has Interim Nod for Store Closing Sales
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Model Reorg Acquisition, LLC, and affiliates on an interim basis to
(i) assume Agency Agreement, dated as of Aug. 26, 2017, by and
between Perfumania Holdings, Inc. and a contractual joint venture
composed of Hilco Merchant Resources, LLC and Gordon Brothers
Retail Partners, LLC ("Agent"), in connection with their store
closing sales at the locations subject to the Agency Agreement; and
(ii) to abandon unsold property consisting of certain furniture,
fixtures and equipment ("FF&E") located at the Closing Locations.
The final hearing, if necessary, on the Motion is set for Oct. 6,
2017 at 10:00 a.m. (PET), and any objections are due 4:00 p.m.
(PET) on Sept. 28, 2017. If no Objections are filed to the Motion,
the Court may enter the Final Order without further notice or
hearing.
Notwithstanding Bankruptcy Rule 6004(h), the Interim Order will
take effect immediately upon its entry. The Agency Agreement is
operative and effective on an interim basis during the Interim
Period.
The Debtors are authorized, on an interim basis pending the Final
Hearing, to immediately continue and conduct the Sales at the
Stores in accordance with the Interim Order, the Sales Guidelines,
and the Agency Agreement. The Sales Guidelines are approved in
their entirety on an interim basis. The Debtors are authorized to
discontinue operations at the Stores in accordance with the Interim
Order, the Sales Guidelines, and the Agency Agreement.
Notwithstanding anything in the Interim Order to the contrary, and
in view of the importance of the use of sign-walkers, banners, and
other advertising to the sale of the Store Closure Assets, to the
extent that, prior to the Final Hearing, disputes arise during the
course of such sale regarding laws regulating the use of
sign-walkers, banners or other advertising and the Debtors and the
Agent are unable to resolve the matter consensually with a
Governmental Unit, any party may request an immediate telephonic
hearing with the Court pursuant to these provisions. Such hearing
will, to the extent practicable, be scheduled initially no later
than the earlier of (i) the Final Hearing or (ii) within two
business days of such request.
The Agent will accept the Debtors' validly-issued Gift Cards that
were issued by the Debtors prior to the applicable Sales
Commencement Date in accordance with their Gift Card policies and
procedures as they existed on the Petition Date, as described in
the Customer Programs Motion, and accept returns of merchandise
sold by the Debtors prior to the applicable Sales Commencement
Date.
All sales of Store Closure Assets will be "as is" and final.
However all state and federal laws relating to implied warranties
for latent defects will be complied with and are not superseded by
the sale of said goods or the use of the terms "as is" or "final
sales." Further, the Debtors and/or the Agent will accept return
of any goods purchased during the Sales that contain a defect which
the lay consumer could not reasonably determine was defective by
visual inspection prior to purchase for a full refund.
During the Sales Term, the Agent will be granted a limited license
and right to use the trade names, logos and customer, mailing and
e-mail lists, websites and social media relating to and used in
connection with the operation of the stores as identified in the
Agency Agreement, solely for the purpose of advertising the Sales
in accordance with the terms of the Agency Agreement.
Within three business days of entry of the Interim Order, the
Debtors will serve copies of the Interim Order, the Agency
Agreement and the Sales Guidelines upon all Notice Parties.
If the Debtors, the Agent and the Governmental Unit are unable to
resolve the Reserved Dispute within 15 days of service of the
notice, the aggrieved party may file a motion with the Court
requesting that it resolve the Reserved Dispute.
Subject to section 15 of the Agency Agreement, the Debtors grant to
Agent security interests in and liens (subject to the subordination
provisions set forth in the Agency Agreement) in the Agent
Collateral.
On an interim basis and pending the Final Hearing, the Debtors will
have the authority, but not the obligation, to pay the Store
Closing Bonuses to store-level and certain field employees who
remain in the employ of the Debtors during the Sales. The Agent
will have the authority to determine the individual amounts of each
Store Closing Bonus, except that the total aggregate cost of the
Store Closing Bonus program will not exceed 10% of the base
payroll, including taxes and typical benefits, for all employees
working at the Stores.
A copy of the Agency Agreement attached to the Interim Order is
available for free at:
http://bankrupt.com/misc/Model_Reorg_67_Order.pdf
About Perfumania Holdings
Perfumania Holdings, Inc. (PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. Perfumania has a 30-year history of innovative
marketing and sales management, brand development, license sourcing
and wholesale distribution making it the premier destination for
fragrances and other beauty supplies. As of Aug. 26, 2017,
Perfumania, Inc., operated a chain of 226 retail stores,
specializing in the sale of fragrances and related products at
discounted prices up to 75% below the manufacturers' suggested
retail prices
Perfumania reported a net loss of $23.63 million for the fiscal
year ended Jan. 28, 2017, and a net loss of $11.67 million for the
fiscal year ended Jan. 30, 2016.
As of April 29, 2017, Perfumania had $304.7 million in total
assets, $253.9 million in total liabilities and $50.80 million in
total shareholders' equity.
On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including Perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code. The Debtors are seeking to have their cases
jointly administered for procedural purposes under the case docket
for Model Reorg Acquisition, LLC (Bankr. D. Del. Case No.
17-11794).
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC, is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.
The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).
Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania
PERFUMANIA HOLDINGS: Nussdorf Discloses 54% Stake as of Aug. 29
---------------------------------------------------------------
Arlene Nussdorf reported in an amended Schedule 13D filed with the
Securities and Exchange Commission that as of Aug. 29, 2017, she
beneficially owns 8,362,032 shares of common stock, $0.01 par
value, of Perfumania Holdings, Inc., which constitutes 53.97
percent of the shares outstanding.
The statement was also being filed by MJA Beauty, LLC, which is a
member of a group with Stephen L. Nussdorf, Glenn H. Nussdorf,
Arlene Nussdorf and Lillian Ruth Nussdorf, with respect to the
shares of Common Stock contributed to New HoldCo in connection with
the Investment Agreement.
New HoldCo is a holding company without operations formed for the
purpose of effecting the transactions contemplated by the
Investment Agreement, including facilitating the Reorganization.
The address of New HoldCo's principal office is 35 Sawgrass Drive,
Bellport, New York 11713.
The members of the Nussdorf Family have used and intend to use
personal funds and the outstanding shares of Common Stock they each
previously beneficially owned to make their respective investments
in New HoldCo. New HoldCo anticipates using cash contributions
from the members of the Nussdorf Family and their respective
affiliates and JM-Co Capital Fund, LLC, an affiliate of Rene
Garcia, to make its investment in Reorganized Perfumania
contemplated by the Investment Agreement.
Each member of the Nussdorf Family has contributed beneficial
ownership of all of the outstanding shares of Common Stock
previously beneficially owned by them, and JM-Co Capital Fund, LLC
has contributed beneficial ownership of 619,751 shares of Common
Stock previously beneficially owned by it, to New HoldCo, along
with a future cash investment by the Investor Group in the
aggregate amount of $14,263,460, in consideration for all of the
equity interests in New Holdco. In connection therewith, as of
Aug. 26, 2017, New HoldCo and the individual members of the
Investor Group entered into an Investment Agreement with the Issuer
pursuant to which New
HoldCo has agreed to purchase, for the aggregate amount of
$14,263,460, all the equity of the corporation that is expected to
be the successor to the Issuer following the proposed
reorganization of the Issuer and its subsidiaries pursuant to a
Chapter 11 bankruptcy proceeding as contemplated in the Prepackaged
Joint Chapter 11 Plan of Reorganization of Model Reorg
Acquisitions, LLC and its Affiliated Debtors and Debtors in
Possession filed by the Debtors in the United States Bankruptcy
Court for the District of Delaware on Aug. 26, 2017. Under the
Investment Agreement, this investment made by New HoldCo in
Reorganized Perfumania would be funded by the Investor Group's cash
contribution and would be made at the effective time of the Plan of
Reorganization. If implemented, the Plan of Reorganization and the
Investment Agreement would result in New HoldCo directly or
indirectly holding all of the outstanding equity interests of the
restructured Debtors.
The Plan of Reorganization provides for the cancellation of all of
the issued and outstanding shares of Common Stock, including the
shares of Common Stock held by New HoldCo, and all other warrants,
options or other rights exercisable for shares of Common Stock for
no consideration, as of the effective time of the Plan of
Reorganization. However, the Plan of Reorganization would entitle
each stockholder of the Issuer as of the effective time of the Plan
of Reorganization (other than New HoldCo) to receive a payment of
$2.00 for each share of Common Stock held by such stockholder in
exchange for the execution of a release discharging any and all
claims against certain released parties, including the Debtors, the
Reorganized Debtors, the members of the Investor Group and New
HoldCo. Any payments made in connection with such a release under
the Plan of Reorganization would be funded by New HoldCo’s equity
investment under the Investment Agreement. If the Reorganization
is effected, to the extent stockholders of the Issuer choose not to
grant a release under the Plan of Reorganization and accept the
consideration to be provided in respect thereof, New HoldCo's
investment in Reorganized Perfumania would be available for other
corporate purposes.
The Plan of Reorganization is subject to a number of conditions,
including the Issuer's obtainment of a sufficient asset-based
revolving credit facility, the satisfaction or waiver of the
conditions to the consummation of New HoldCo's investment under the
Investment Agreement, the adoption of new governing documents of
the Reorganized Debtors and the obtainment of other consents,
authorizations and approvals as required by applicable law. In
addition, the transactions contemplated by the Investment Agreement
will not occur and no investment thereunder will be made by New
HoldCo or the Investor Group unless the Plan of Reorganization is
confirmed by the Bankruptcy Court pursuant to a confirmation order
satisfactory in all material respects to New HoldCo and the Issuer
prior to Oct. 31, 2017. As such, there can be no assurance that
there will be any restructuring of any of the Debtors or that
stockholders of the Issuer will be able to receive any
consideration in respect of their shares of Common Stock or any
release of claims or otherwise. Moreover, in the event that the
Reorganization is undertaken, stockholders of the Issuer will not
be entitled to receive any consideration in connection therewith
unless they provide a release in accordance with the terms of the
Plan of Reorganization.
Each of the members of the Nussdorf Family and New HoldCo do not
have current plans or proposals to acquire or dispose of additional
securities of the Issuer, or to change the present board of
directors or management of the Debtors.
As of Aug. 29, 2017, New HoldCo beneficially owns 8,362,032 shares
(53.97%) of the Common Stock, for which Glenn H. Nussdorf, Stephen
L. Nussdorf, Arlene Nussdorf and Lillian Ruth Nussdorf share voting
and dispositive power.
Glenn H. Nussdorf and Stephen L. Nussdorf also each owns, with sole
voting and dispositive power, Warrants to purchase 443,757 shares
of Common Stock. Stephen L. Nussdorf also owns, with sole voting
and dispositive power, options to purchase 250,000 shares of Common
Stock.
Giving effect to the exercise of the options and/or Warrants held
by each of Glenn H. Nussdorf and Stephen L. Nussdorf but not the
exercise of the outstanding options and/or Warrants held by others,
as of Aug. 29, 2017, Glenn H. Nussdorf and Stephen L. Nussdorf
beneficially own 8,805,789 shares (55.25%) and 9,055,789 shares
(55.94%), respectively, of the Common Stock. As of Aug. 29, 2017,
Arlene Nussdorf and Lillian Ruth Nussdorf each beneficially own
8,362,032 shares (53.97%) of the Common Stock. The foregoing
percentages are based on 15,493,763 shares of Common Stock
outstanding as of June 16, 2017, as reported in the Issuer's Form
10-Q filed on June 19, 2017.
On Aug. 25, 2017, Glenn H. Nussdorf, Stephen L. Nussdorf, Arlene
Nussdorf, and JM-Co Capital Fund, LLC transferred beneficial
ownership of 3,536,129 shares, 2,327,375 shares, 1,745,444 shares
and 619,751 shares, respectively, of Common Stock to New HoldCo.
In addition, on Aug. 25, 2017, Lillian Ruth Nussdorf transferred
beneficial ownership of 133,333 shares of Common Stock, for which
Lillian Ruth Nussdorf and Glenn H. Nussdorf previously shared
voting and dispositive power, to New HoldCo. These transfers,
along with separate cash investments by each of Glenn H. Nussdorf,
Stephen L. Nussdorf and Arlene Nussdorf in the amount of
$4,492,989, Lillian Ruth Nussdorf in the amount of $213,951 and
JM-Co Capital Fund, LLC in the amount of $570,538 are being made as
contributions to New HoldCo in consideration for each of Glenn H.
Nussdorf, Stephen L. Nussdorf and Arlene Nussdorf receiving 31.50%
of the equity interests in New HoldCo, Lillian Ruth Nussdorf
receiving 1.50% of the equity interests in New HoldCo and JM-Co
Capital Fund, LLC receiving 4.00% of the equity interests in New
HoldCo.
A full-text copy of the regulatory filing is available at:
https://is.gd/P8iW63
About Perfumania Holdings
Perfumania Holdings, Inc. (PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. Perfumania has a 30-year history of innovative
marketing and sales management, brand development, license sourcing
and wholesale distribution making it the premier destination for
fragrances and other beauty supplies. As of Aug. 26, 2017,
Perfumania, Inc., operated a chain of 226 retail stores,
specializing in the sale of fragrances and related products at
discounted prices up to 75% below the manufacturers' suggested
retail prices.
Perfumania reported a net loss of $23.63 million for the fiscal
year ended Jan. 28, 2017, and a net loss of $11.67 million for the
fiscal year ended Jan. 30, 2016.
As of April 29, 2017, Perfumania had $304.73 million in total
assets, $253.93 million in total liabilities and $50.80 million in
total shareholders' equity.
On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including Perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code. The Debtors are seeking to have their cases
jointly administered for procedural purposes under the case docket
for Model Reorg Acquisition, LLC (Bankr. D. Del. Case No.
17-11794).
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.
The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).
Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania
PITTSBURGH ATHLETIC: Needs Time to Redevelop Property, File Plan
----------------------------------------------------------------
The Pittsburgh Athletic Association and the Pittsburgh Athletic
Association Land Company ask the U.S. Bankruptcy Court for the
Western District of Pennsylvania to extend for an additional 60
days the period within which only the Debtors have the exclusive
right to file a chapter 11 plan, as well as the period to solicit
and obtain acceptances of that plan.
Pursuant to Section 1121 of the Bankruptcy Code, the Debtors have
the exclusive right to file a chapter 11 plan until September 27,
2017. Furthermore, the Debtors have the exclusive right to obtain
acceptances of any plan until November 27.
The Debtor Pittsburgh Athletic Association Land Company owns
certain real property located at 4215 Fifth Avenue, Pittsburgh,
Pennsylvania 15213 ("Club Parcel"). In addition to the Club
Parcel, the Debtor also owns property located between Bigelow
Boulevard and Lytton Avenue, Pittsburgh Pennsylvania, with a street
address of Bigelow Boulevard, Pittsburgh, Pennsylvania 15213.
The Debtors intend to file a consensual plan of reorganization and
redevelopment of its Property, which is integral to Debtors'
reorganization. However, the Debtors tell the Court that they are
still in the process of redeveloping the Property and choosing a
redeveloping company. The Debtors will file the letter of intent
associated with the highest and best offer under seal for the
Bankruptcy Court to review on or before September 18, 2017, prior
to the next scheduled status conference in these cases scheduled
for September 19, 2017 at 10:00 a.m.
In addition, the Debtors note that the Proof of Claim deadline is
currently set for November 20, 2017 and the Government Proof of
Claim deadline as November 27, 2017.
The hearing on the Debtors' Motion to Extend will be held on
September 18, 2017 at 10:00 a.m. Any responses to the Motion are
due by September 11.
About Pittsburgh Athletic Association
Pittsburgh Athletic is a private social club and athletic club in
Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the
National Register of Historic Places. Pittsburgh Athletic is a
nonprofit membership club chartered in 1908. It has run into
financial difficulties recently and had its liquor license
temporarily suspended for not paying Allegheny County drink taxes.
Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa.
Case No. 17-22222) and Pittsburgh Athletic Association Land Company
(Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy
protection on May 30, 2017. The Debtors each estimated their
assets and liabilities at between $1 million and $10 million each.
The petitions were signed by James A. Sheehan, president.
Judge Jeffery A. Deller presides over the case.
Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the
Debtors' bankruptcy counsel. Gleason & Associates, P.C., is the
Debtors' financial advisor. Holliday Fenoglio Fowler, L.P., is the
Debtors' real estate advisors.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 8
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Pittsburgh Athletic
Association. The Committee hired Leech Tishman Fuscaldo & Lampl,
LLC, as counsel.
QUEST SOLUTION: Reports $495K Net Loss for Second Quarter
---------------------------------------------------------
Quest Solution, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to the common stockholders of $495,480 on $13.48
million of total revenues for the three months ended June 30, 2017,
compared to a net loss attributable to the common stockholders of
$4.32 million on $15 million of total revenues for the three months
ended June 30, 2016.
For the six months ended June 30, 2017, Quest Solution reported a
net loss attributable to the common stockholders of $873,145 on
$27.92 million of total revenues compared to a net loss
attributable to the common stockholders of $5.83 million on $29.87
million of total revenues for the six months ended June 30, 2016.
As of June 30, 2017, Quest Solution had $27.47 million in total
assets, $43 million in total liabilities and a total stockholders'
deficit of $15.53 million.
Shai Lustgarten, CEO commented, "As we commence our turnaround
process under new management, we are modestly encouraged by the
second quarter results which demonstrated tangible progress as
reflected in our reduced net loss and an increase in adjusted
EBITDA, although still significantly less than what we are
expecting to achieve moving forward. Importantly, during the first
half of 2017 we have expanded and diversified our customer base,
adding 82 new customers. We are focused on adding new technologies
and creating a more favorable product and services mix to improve
margins. During the quarter, the Company drove cost reductions as
demonstrated by the 14% decrease in operating expenses and we
continue to work towards additional cost efficiencies across the
enterprise."
Gross margin of 21% in the second quarter of 2017 was consistent
with gross margin in the prior year period. Operating expenses
decreased 14% to $2.8 million in the second quarter of 2017 as
compared to $3.3 million in the second quarter of 2016. The
Company reported improved net loss from continuing operations of
($0.5 million) or a net loss of ($0.01) per share as compared to
net loss from continuing operations of ($1.4 million) or a net loss
of ($0.04) per share in the same quarter last year. Adjusted
EBITDA (Adjusted Earnings Before Interest, Taxes and Depreciation
and Amortization) improved to $0.5 million or 4% of net revenue in
the second quarter of 2017 as compared to Adjusted EBITDA of $0.4
million or 3% of net revenue in the second quarter of 2016.
Gross margin of 21% in the first six months of 2017 was consistent
with the same period in 2016. Operating expenses for the first half
of 2017 decreased 17.8% to $5.7 million as compared to $7.0 million
in the first half of 2016. Net loss from continuing operations
improved significantly in the first half of 2017 to ($0.8 million)
or a loss of ($0.02) per share as compared to net loss of ($2.9
million) or a loss of ($0.08) per share in the first half of 2016.
The Company reported adjusted EBITDA of $1.1 million or 4% of
revenue for the first six months of 2017, a solid increase as
compared to adjusted EBITDA of $0.3 million or 1% of revenue in the
same period of 2016.
Mr. Lustgarten continued, "Last week, we announced our strategy to
reset and turnaround our business. Since joining Quest a few
months ago, I've been continually impressed by our team's focus and
dedication. We have identified five priorities to drive improved
operating performance and shareholder value, comprised of: 1)
restructuring and strengthening the balance sheet to enhance our
financial position with customers and suppliers; 2) driving sales
growth with a sharper focus on higher margin software solutions and
value added services; 3) improving margins through consolidation
and operational efficiencies; 4) focusing on continuing to improve
EBITDA and facilitating a return to profitability; and 5) adding
new technologies to build on our already strong portfolio of
offerings. This is both a challenging and very exciting time for
Quest as we look forward to broadening our relationships with the
Fortune 500 companies we currently serve, continuing to expand our
customer base with new wins and driving improved operating
performance through the balance of 2017 and into next year."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/sDxg3x
About Quest Solution
Quest Solution, formerly known as Amerigo Energy, Inc., is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions. The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services. The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references. Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.
Quest Solution incurred a net loss attributable to stockholders of
$14.21 million for the year ended Dec. 31, 2016, following a net
loss of $1.71 million for the year ended Dec. 31, 2015.
RBSM, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company has a working capital deficiency and
significant subordinated debt resulting from acquisitions. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
RECYCLING INC: Latest Plan to Pay City of Milford $5K Monthly
-------------------------------------------------------------
Recycling, Inc., filed with the U.S. Bankruptcy Court for the
District of Connecticut a second amended disclosure statement
describing its second amended plan of reorganization.
Class 1 under the second amended plan is the City of Milford's
claims regarding 990 Naugatuck Avenue and 0 Naugatuck Avenue,
Milford, Connecticut, will be paid in full from the proceeds of the
sale of that property on the Effective Date of the Plan. Prior to
the Effective Date of the Plan, the City of Milford will be paid
$5,000 per month plus all post-petition taxes as they become due.
Until paid, it will retain its liens.
The initial plan only proposed to pay the city $4,276 per month.
The Troubled Company Reporter previously reported that unsecured
creditors will be entitled to their pro rata share of up to
$800,000 from the Future Profits to be paid within 60 days of the
Debtor's receipt of any Future Profits.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/ctb16-30110-188.pdf
About Recycling Inc.
Recycling, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Conn. Case No. 16-30110) on January 26,
2016, and is represented by Douglas S. Skalka, Esq., at Neubert,
Pepe & Monteith, P.C., in New Haven, Connecticut. The petition was
signed by Gus Curcio, Sr., president. At the time of the filing,
the Debtor estimated its assets and debts at $1 million to $10
million. The Debtor also tapped Jonathan Klein, Esq., as its
special counsel.
RENNOVA HEALTH: Incurs $10.7 Million Net Loss in Second Quarter
---------------------------------------------------------------
Rennova Health, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $10.67 million on $898,730 of net revenues for the three months
ended June 30, 2017, compared to a net loss of $5.86 million on
$2.56 million of net revenues for the three months ended June 30,
2016.
For the six months ended June 30, 2017, the Company reported a net
loss of $20.34 million on $1.89 million of net revenues compared to
a net loss of $10.10 million on $4.02 million of net revenues for
the same period a year ago.
Rennova's balance sheet as of June 30, 2017, showed $5.68 million
in total assets, $23.20 million in total liabilities and a total
stockholders' deficit of $17.51 million.
"We continue to work diligently to improve our financial condition
and to unlock shareholder value, and took several steps during the
second quarter and recent weeks to grow revenues while further
reducing operating expenses," said Seamus Lagan, Rennova's chief
executive officer. "We were delighted to open the Big South Fork
Medical Center in Tennessee on August 8th. Opening this rural
hospital was an important event as emergency services now have been
restored to the community. At the same time, this hospital, which
we purchased out of bankruptcy for $1.0 million, demonstrates
Rennova's commitment to rebuild and diversify our revenue stream
from our historic focus on diagnostics services to include the
provision of healthcare services. For fiscal 2015, the last full
year of operation, the hospital had unaudited annual revenues of
approximately $12 million and a normalized EBITDA of approximately
$1.3 million. We anticipate that revenues will return to 2015
levels within the next 12 months.
"To address the decline in laboratory services revenues we have
experienced during the past two years as a result of lower
reimbursement for our toxicology tests, we are taking steps to
reduce the number of laboratory facilities we operate from five
down to one, with a corresponding reduction in the number of
employees and operating expenses," Mr. Lagan continued. "In
parallel we have had success with signing new customers and adding
preferred provider networks this year. Indeed, Big South Fork
Medical Center has numerous in-network contracts with payers that
we believe will ensure predictable and reliable payment for
services we may leverage for our toxicology testing. We also
continue to reduce the direct costs per sample and have reduced
expenses for reagents and supplies at our laboratories, resulting
in a 16% year-over-year decrease in direct costs per sample.
"With the goal of unlocking additional shareholder value we formed
the Advanced Molecular Services Group to focus on precision
medicine. We plan to spinoff this group to our shareholders by the
end of September as an independent publicly traded company. Our
financial results now account for AMSG as a discontinued
operation."
Mr. Lagan concluded, "This has been a challenging period for
Rennova, but we believe we have placed the company on firmer
footing. We have matched expenses to revenues and are gearing up
for future growth from increased laboratory services based on
additional preferred provider contracts, hospital revenues and
supportive software solutions such as our EHR and order software,
which encourage recurring revenues from our customers."
General and administrative expenses decreased by 32% to $3.7
million for the second quarter of 2017, from $5.4 million a year
ago. The decrease is mainly due to a $1.5 million reduction in
employee compensation and related costs as the Company
significantly reduced its headcount throughout the latter half of
2016 and into 2017 in response to the decline in revenues, and a
$0.2 million reduction in maintenance costs for laboratory
equipment.
Sales and marketing expenses declined 54% to $0.2 million for the
second quarter of 2017, compared with $0.4 million a year ago. The
decline was primarily due to a $0.2 million reduction in sales
employee and contractor compensation expenses, as well as reduced
travel, advertising and commissionable collections related to the
decline in net revenues.
During the 2017 second quarter the Company identified certain
accounts receivables related to its Clinical Laboratory Operations
business segment that were deemed uncollectible, and recorded $0.6
million of uncollectible receivables.
The net loss from continuing operations for the second quarter of
2017 was $10.3 million, or $1.37 per share, compared with a net
loss from continuing operations of $5.0 million, or $10.19 per
share, for the same period in 2016. The change is primarily due to
an increase of $2.8 million in non-cash interest charge, a $1.7
million decline in general and administrative expenses and a $1.7
million decrease in net revenues. Shares used in the calculation
of per share amounts were 7,594,314 for the second quarter of 2017
and 492,568 for the second quarter of 2016.
The Company had cash and cash equivalents of $27,704 as of June 30,
2017, compared with $75,017 as of Dec. 31, 2016. Subsequent to the
close of the quarter, Rennova issued $4.1 million principal amount
of debentures and warrants.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ewmrpB
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.
Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies. Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
RENNOVA HEALTH: Looks to Complete Business Restructuring This Year
------------------------------------------------------------------
Rennova Health, Inc. announced that Seamus Lagan, chief executive
officer, has issued a letter to stockholders:
August 28, 2017
To My Fellow Stockholders:
I would like to take this opportunity to update you on our
activities and progress, and to share with you some insights into
our Company's direction through 2018. Importantly, by the end of
2017 we expect to have our corporate and business restructuring
process complete!
On August 8, 2017, Big South Fork Medical Center, our hospital in
Tennessee, opened its doors and marked the start of a new journey
for Rennova, one where we will be providing needed services with
less reliance on sales efforts and the associated costs. This
hospital historically was profitable, with revenue of approximately
$12 million in its last year of operation. To date Rennova has
invested approximately $5 million in this project. Already patient
visits are exceeding our expectations. We are looking to expand
our hospital operations with the possible acquisition of other
similar rural healthcare facilities and physician practices in
adjacent areas.
The previously reported dramatic disruption in the toxicology
diagnostics sector, which had been the Company's primary business
focus, forced many competitors out of the market. As a result of
cost cutting and consolidation, Rennova is now exceptionally well
positioned to see our innovative business model, stance on
compliance and focused sales efforts once again deliver growth and
results.
Over the past 18 months we have faced many challenges, all of which
have been surmounted with persistence and confidence. The decrease
in revenue and cash generation has required us to raise capital
through the sale of equity securities to meet the needs of the
business. We completed two public offerings in 2016 and have
raised approximately $13 million in 2017. We expect that our
business will continue to secure the necessary capital to complete
the turnaround and final parts of our restructuring plan.
As of June 30, 2017, our balance sheet had negative stockholders'
equity of approximately $17 million, compared with negative $65
million as of March 31, 2017. This improvement is due in large
part to changes in accounting practices for derivative liabilities,
which are fully explained in our June 30, 2017 Form 10-Q filing
with the Securities and Exchange Commission. Additionally, there
were significant conversions of debt by existing debenture
holders.
As we have previously informed you, as part of our plan to regain
compliance with NASDAQ's stockholders' equity continued-listing
requirement, in the near future Rennova intends to spin-off to its
stockholders our genetic testing division, Advanced Molecular
Services Group, Inc. (AMSG), and our IT and Software division,
Health Technology Solutions, Inc. (HTS). To date we have invested
more than $20 million in these businesses. Rennova's Board has
decided to spin-off these businesses directly to our stockholders
in anticipation that the market will better appreciate the focused
business plan and management of each division separately, while
allowing Rennova to focus on its core competencies. In addition,
we expect that we will be able to recognize our investment in these
businesses as equity on our balance sheet, further reducing and
largely curing the net equity deficiency and meeting the
stockholders' equity requirement of NASDAQ.
The opportunity for AMSG to grow pharmacogenomics testing and
expand into oncology diagnostics -- combining technology and
informatics to provide meaningful interpretation of results while
at the same time launching a mobile app-based platform to
facilitate many exciting products in this space -- is significant.
HTS has a well-established suite of software products and medical
billing services that we believe can be grown from initial revenues
into meaningful and profitable revenues within 12 to 18 months.
We look forward to our stockholders benefiting from improved
stockholders' equity in Rennova Health and enjoying direct
ownership of shares in these divisions after the spin-off. We
anticipate the spin-off process for both divisions will be
completed in the coming months. We are excited about the
opportunity to leverage the investment and products we have
developed to date, and to grow revenue in these independent
companies.
I would like to personally thank the board and all our stockholders
for their continued support during this transition period.
Sincerely,
Seamus Lagan
Chief Executive Officer
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 June 30, 2017, Rennova Health had $5.68 million in total
assets, $23.20 million in total liabilities, and a total
stockholders' deficit of $17.51 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.
RONIC INC: Hires LeClairRyan as Bankruptcy Counsel
--------------------------------------------------
Ronic Inc., d/b/a Venice Bakery, et al., seek authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
LeClairRyan, a Professional Corporation, as attorney to the
Debtor.
Ronic Inc. requires LeClairRyan to:
(a) advise the Debtor with respect to the powers and duties in
the continued management and operation of business as
debtor-in-possession, including the Debtor's rights and
remedies with respect to the Debtor's assets and claims
and with respect to the claims of creditors;
(b) advise the Debtor with respect to preparing and obtaining
approval of the Disclosure Statement and Plan;
(c) prepare all necessary applications, motions, complaints,
answers, orders, reports and other pleadings and
documents;
(d) appear before the Bankruptcy Court and other officials and
tribunals, if necessary, and protecting the Debtor's
interests in federal, state and foreign jurisdictions
and administrative proceedings;
(e) negotiate and prepare documents relating to the
liquidation and disposition of the Debtor's assets;
(f) advise the Debtor of day-to-day operations of in
conjunction with the administration of the Debtor's estate
as debtor-in-possession;
(g) perform such other legal services for the Debtor as
debtor-in-possession, as may be necessary and appropriate;
and
(h) provide general guidance in connection with the Chapter 11
proceeding.
LeClairRyan will be paid at these hourly rates:
Partners $450-$600
Associates $200-$395
Paralegals $150-$175
The Debtor has paid to LeClairRyan a retainer of $6,300 plus filing
fees of $1,717 for a total of $8,017.
LeClairRyan will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel M. Eliades, a partner of LeClairRyan, a Professional
Corporation, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
LeClairRyan can be reached at:
Daniel M. Eliades, Esq.
LECLAIRRYAN, A PROFESSIONAL CORPORATION
1037 Raymond Boulevard, 16th Floor
Newark, NJ 07102
Tel: (973) 491-3600
E-mail: daniel.eliades@leclairryan.com
About Ronic Inc.
Ronic Inc. d/b/a Venice Bakery -- http://www.venicebakery.net--
owns a wholesale and retail bakery offering a wide array of fresh
baked breads, Italian pastries, cakes, cookies and coffee. Its
bread is baked and delivered fresh daily -- seven days a week to
New Jersey, New York and Pennsylvania areas.
Ronic Inc., based in Garfield, NJ, and affiliates, filed a Chapter
11 petition (Bankr. D.N.Y. Lead Case No. 17-26758) on August 17,
2017. The Hon. Stacey L. Meisel presides over the case. Daniel M.
Eliades, Esq., at LeClairRyan, a Professional Corporation, serves
as the Debtor's bankruptcy counsel.
In its petition, Ronic Inc.'s estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities; and Aiello
Realty estimated both $1 million to $10 million in assets and
liabilities.
The petition was signed by Nicola Aiello, its president.
ROOT9B HOLDINGS: 3 Directors Quit Citing Pending Foreclosure Sale
-----------------------------------------------------------------
Each of Norman Stout, Dieter Gable, and Colleen McKeown separately
informed the Board of Directors of root9B Holdings, Inc., on Aug.
29, 2017, that they had determined not to become a director, as
disclosed in a Form 8-K filed with the Securities and Exchange
Commission.
Messrs. Stout and Gable and Ms. McKeown had been elected to the
Board, effective Oct. 1, 2017, at the Company's 2017 Annual Meeting
of Stockholders. Messrs. Stout and Gable and Ms. McKeown each
indicated the pending foreclosure sale of substantially all of the
Company's assets by its secured creditors and the considerable
doubt regarding the Company's ability to continue operations
following the foreclosure sale, among other things, motivated each
of their decisions to resign as a director-elect of the Company.
About Root9B Holdings
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc., effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million for the year
ended Dec. 31, 2015.
As of March 31, 2017, Root9B Holdings had $16.84 million in total
assets, $15.80 million in total liabilities and $1.03 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, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations. The availability of such financing cannot be assured.
These conditions raise substantial doubt about its ability to
continue as a going concern, the auditors said.
ROOT9B HOLDINGS: Centriole Demands Repayment of $10.7M Notes
------------------------------------------------------------
As previously disclosed, root9 Holdings has issued a series of
secured convertible promissory notes to accredited investors. On
Aug. 11, 2017, the Company received a notice from Centriole
Reinsurance Company, Ltd., as agent and representative of the
Holders, stating that the Company had violated certain covenants
set forth in the Notes and demanding the immediate repayment of all
outstanding amounts due under the Notes.
As of Aug. 10, 2017, the aggregate value of the unpaid principal
amount of the Notes, together with the accrued but unpaid interest,
was $10,675,805. The Company does not have sufficient cash on hand
to meet those demands.
"The Company will seek a waiver from the Secured Creditors to allow
the Company additional time to seek other forms of liquidity and
explore restructuring alternatives including working with the
Chertoff Group to pursue various additional sources of capital,"
the Company said in a Form 8-K report filed with the Securities and
Exchange Commission. "There can be no assurances the Company will
be successful in obtaining a waiver from the Secured Creditors or
finding a solution to its liquidity concerns. In the event the
Company cannot obtain a waiver from the Secured Creditors, the
Secured Creditors may, among other things, commence foreclosure
proceedings to seize all or substantially all of the Company's
assets, which could result in the value of the Company's securities
to decline dramatically."
About Root9B Holdings
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc., effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million for the year
ended Dec. 31, 2015. As of March 31, 2017, Root9B Holdings had
$16.84 million in total assets, $15.80 million in total liabilities
and $1.03 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, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations. The availability of such financing cannot be assured.
These conditions raise substantial doubt about its ability to
continue as a going concern, the auditors said.
ROOT9B HOLDINGS: Delays June 30 Form 10-Q Amid Challenges
---------------------------------------------------------
root9B Holdings, Inc. has determined it will not be able to file
its quarterly report on Form 10-Q for the fiscal quarter ended June
30, 2017, within the prescribed time period without unreasonable
effort or expense.
As discussed in "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Note 1: Basis of Presentation and General
Information -- Going Concern and Liquidity" to the Company's
financial statements contained in the Quarterly Report on Form 10-Q
for the period ended March 31, 2017, the Company continues to face
challenges meeting its operational working capital requirements.
Due to management's attention to remedying the Company's working
capital concerns and negotiations with its creditors, management
does not anticipate filing its Form 10-Q for the period ended June
30, 2017, on or before the fifth calendar day following the
prescribed due date.
About Root9B Holdings
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc., effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million for the year
ended Dec. 31, 2015. As of March 31, 2017, Root9B Holdings had
$16.84 million in total assets, $15.80 million in total liabilities
and $1.03 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, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations. The availability of such financing cannot be assured.
These conditions raise substantial doubt about its ability to
continue as a going concern, the auditors said.
ROSETTA TAXI: No Longer Allowed to Use Cash, Must Turnover Revenue
------------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts has issued an order denying Rosetta Taxi Inc.'s
cash collateral use, and directing the Debtor turn over its
revenues to Commerce Bank & Trust due to the Debtor's failure to
provide financial statements as required by the Court's June 7,
2017 order.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/2XvLlA
About Rosetta Taxi Inc.
Rosetta Taxi, Inc., and its affiliates Sandy Trans., Inc. and Segho
Trans., Inc. filed Chapter 11 petitions (Bankr. D. Mass. Case Nos.
17-11371, 17-11372 and 17-11373, respectively) on April 17, 2017.
At the time of the filing, each of the Debtors estimated assets and
liabilities of less than $50,000. The petitions were signed by
Raymond Kario, president. The Debtors are represented by John F.
Sommerstein, Esq. at Law Offices of John F. Sommerstein.
RUE21 INC: To Close 20 Additional Stores by Oct. 20
---------------------------------------------------
rue21 Inc., et al., filed with the Bankruptcy Court a notice of
additional store closings on Aug. 23, 2017.
The Debtors aim to close 13 stores on or about Sept. 10, 2017.
They are Store Nos. 412, 511, 607, 209, 737, 745, 1030, 948, 1050,
1057, 1102, 1300, and 1552.
The Debtors also aim to close 7 more stores on or about Oct. 20,
2017. They are Store Nos. 822, 105, 489, 539, 741, 968, 1452.
The store locations are Texas, Georgia, Kentucky, New York,
Arizona, Alabama Utah, Nebraska, Ohio, and Washington.
About rue21
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point. It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu). The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.
Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website. In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.
On May 15, 2017, rue21, inc., and affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.
The Debtors have sought joint administration of the Chapter 11
cases. The Honorable Gregory L. Taddonio is the case judge.
The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.
rue21 estimated $1 billion to $10 billion in assets and
liabilities.
Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer,
Esq., at Buchanan Ingersoll & Rooney PC.
The Sponsor Lenders are represented by Simpson Thacher & Bartlett's
Elisha D. Graff, Esq.
An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors. The Committee has tapped Cooley LLP as
counsel; and Fox Rothschild LLP as local counsel.
RYNARD PROPERTIES: Hires Foresite Realty as Property Manager
------------------------------------------------------------
Rynard Properties Hilldale LP seeks authority from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Foresite Realty Management, L.L.C., as real property manager to the
Debtor.
Rynard Properties requires Foresite Realty to manage the Debtor's
property, a 148-unit multi-family rental apartment project located
at 3500 Westline Drive, Memphis, Tennessee 38128, known as
"Hilldale Apartments."
Foresite Realty will be paid the greater of 5.0% of all monthly
collected gross revenues of any kind or $2,750 per month.
Donald A. Shapiro, president of Foresite Realty Management, L.L.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Foresite Realty can be reached at:
Donald A. Shapiro
FORESITE REALTY MANAGEMENT, L.L.C.
5600 North River Road, Suite 925
Rosemont, IL 60018
Tel: (847) 939-6020
Fax: (847) 939-6029
E-mail: dshapiro@foresiterealty.com
About Rynard Properties Hilldale LP
Rynard Properties Hilldale LP, a Tennessee limited partnership,
operates a 148-unit multifamily apartment complex of Section 8
housing named Hilldale Apartments in the Frayser area of Memphis,
Tennessee, and currently has LEDIC operating the complex as leasing
agent.
Rynard Properties Hilldale LP, based in Fishers, Indiana, filed a
Chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-31248) on Dec.
7, 2016. The petition was signed by John Bartle, Chief Restr. Off.
& Sec. for GP, Hilldale GP, LLC. The case is assigned to Judge
Jennie D. Latta.
The Debtor is represented by Toni Campbell Parker, Esq., at the Law
Office of Toni Campbell Parker. The Debtor estimated $1 million to
$10 million in both assets and liabilities at the time of the
filing.
S A LOGISTICS: Hires Julius E. Crawford as Attorney
---------------------------------------------------
S.A. Logistic, Inc. seeks authority from the US Bankruptcy Court
for the Eastern District of Pennsylvania for retroactive employment
of counsel.
The Debtor wishes to engage the services of Julius E. Crawford as
attorney with an initial retainer of $5,000.00.
Julius E. Crawford has worked and continues to work, extensively in
counseling the Debtor in preparing the Chapter 11 petition,
creditor's list, preparing schedules and had or will otherwise
undertake to assist the Debtor with the preparation and design of a
Plan of Reorganization.
Going forward, professional services required of Julius E. Crawford
are:
1. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession;
2. prepare or assist in preparing necessary applications,
answers, orders, reports, and other legal papers; and
3. perform all other legal services for the Debtor which may
be necessary.
Julius E. Crawford assures the court that he does not hold or
represent an interest adverse to the Debtor or the Debtor's
estate.
The Firm can be reached through:
Julius E. Crawford
8102 West Chester Pike
Upper Darby, PA 19082
Phone: 610-622-9904
Fax: 610-622-7595
E-mail: jcrawfordesq@comcast.net
About S.A. Logistic, Inc.
S A Logistics Inc is a licensed and bonded freight shipping and
trucking company running freight hauling business from Bensalem,
Pennsylvania. S.A. Logistic, Inc. filed a Chapter 11 petition
(Bankr. E.D. Pa. Case No. 17-15152) on July 31, 2017. The Debtor
is represented by Julius E. Crawford, Esq. The case is assigned to
Judge Ashely M. Chan.
At the time of filing, the Debtor estimates $100,001 to $500,000 in
assets and liabilities.
SAAD INC: Cash Collateral Hearing Continued to Oct. 4
-----------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts entered an order authorizing Saad, Inc. to use of
cash collateral pending further order of the Court. A continued
hearing will be held on Oct. 4, 2017 at 9:45 a.m.
A full-text copy of the Order, dated August 22, 2017, is available
at https://is.gd/P72a26
About Saad Inc.
Saad, Inc., owns and operates a gas station located at 899 Belmont
Street, Brockton, Massachusetts.
Saad, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13691) on Sept. 27, 2016, disclosing total assets at $1.26
million and total liabilities at $734,638. Yacoub G. Saad,
president, signed the petition.
The case is assigned to Judge Joan N. Feeney.
The Debtor is represented by Norman Novinsky, Esq., at Novinsky &
Associates.
The Debtor continues to operate as a debtor-in-possession pursuant
to Sections 1107 and 1108 of the Bankruptcy Code. No official
committee of creditors has been appointed in the case.
SAMSON RESOURCES: District Court Dismissed Nesses' Appeal
---------------------------------------------------------
The appeals case captioned LLOYD AND MARY NESS, Appellants, v.
SAMSON RESOURCES CORPORATION, et al., Appellees, 15-11934-CSS (D.
Del.), is a prose appeal from a Memorandum Order and an order
denying reconsideration of same entered by the U.S. Bankruptcy
Court for the District of Delaware, which disallowed and expunged
proofs of claim filed by Appellants in the Chapter 11 cases.
Judge Richard G. Andrews of the U.S. District Court for the
District of Delaware dismissed the appeal for lack of subject
matter jurisdiction.
The appeal arises out of an oil and gas lease between Appellants
and a predecessor to the Debtors, which created a one-sixth royalty
interest in the oil and gas produced from wells drilled on
Appellants' property in North Dakota. The Debtors drilled and
operated ten wells on the property. Although the Ness Lease
provides for a one-sixth aggregate royalty, Appellants and certain
relatives each own a fraction of this one-sixth interest based on
their divided ownership of the property.
On Sept. 13, 2016, the Bankruptcy Court entered a Memorandum Order,
finding that: the amount of the royalty payments was calculated
starting with the market price received for the oil or gas and is
divided among the fractional interest holders of each well; Debtors
then subtracted the fractional costs for post-production expenses
from the royalty payments prior to issuing royalty checks; from
November 2012 to January 2016, Debtors made royalty payments to Mr.
Ness totaling approximately $48,123.49; and during that period,
Debtors deducted post-production costs of, at most, $1,930 from Mr.
Ness's royalty payments. The Memorandum Order, inter alia: modified
the Ness Claims to be asserted against the correct Debtor;
reclassified the Ness Claims as general unsecured claims for
disputed amounts, if any, occurring prior to the petition date;
determined that post-production expenses are properly charged
against royalties under North Dakota law; declined to modify the
automatic stay or abstain from hearing the Ness Objection; and
ultimately disallowed and expunged the Ness Claims.
Here, the Court concludes that while it understands Mr. Ness's
health issues, the jurisdictional defect is non waivable. Having
failed to file a timely notice of appeal and having failed to make
a showing of excusable neglect for the untimely filing within the
time frame set forth in Bankruptcy Rule 8002(d)(1)(B), this Court
lacks jurisdiction to hear the appeal, and the appeal must be
dismissed. Accordingly, the Motion filed by Appellants is
dismissed.
A full-text copy of Judge Andrews' Memorandum dated August 23, 2017
is available at https://is.gd/l5OO3F from Leagle.com.
Samson Resources Corporation, et al., Debtor, represented by John
Henry Knight -- knight@rlf.com -- Richards, Layton & Finger, PA.
Samson Resources Corporation, et al., Debtor, represented by Amanda
Rose Steele -- steele@rlf.com -- Richards, Layton & Finger, PA &
Joseph Charles Barsalona -- barsalona@rlf.com -- II, Richards,
Layton & Finger, PA.
Lloyd Ness, Appellant, Pro Se.
Mary Ness, Appellant, Pro Se.
Samson Resources Corporation, Appellee, represented by Amanda Rose
Steele, Richards, Layton & Finger, PA, John Henry Knight, Richards,
Layton & Finger, PA & Joseph Charles Barsalona, II, Richards,
Layton & Finger, PA.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015. Philip W. Cook, the executive vice president and CFO, signed
the petition. The Debtors estimated assets and liabilities of more
than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their Chapter 11 plan. Samson sought an extension
of its exclusivity period by another six months through March
2017.
The Debtors have filed a plan of reorganization. The Creditors'
Committee has filed a competing plan of liquidation.
SENTINEL MANAGEMENT: FCStone Entitled to $4.9-Mil Clawback
----------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit reverses the
District Court's judgment relating to the ownership of the Sentinel
Management Group, Inc.'s reserved funds and remands the appeals
case captioned Frederick Grede v. FCStone LLC, Case Nos. Nos.
16-1896 and 16-1916, (7th Cir.), for entry of judgment in FCStone,
LLC's favor.
Sentinel Management Group, Inc., managed investments for futures
commission merchants (FCMs) like FCStone, LLC, as well as for other
classes of investors. FCMs act as financial intermediaries between
investors and futures markets, and they are regulated under the
Commodity Exchange Act. Sentinel organized its customers in
different tranches known as segments or "SEGs." As relevant to this
appeal, FCM customer assets were held in SEG 1, with FCStone's
customer assets placed in Group 7. SEG 3 contained assets belonging
to hedge funds and other sophisticated investors, as well as FCM
proprietary or "house" funds.
The direct predecessor to this appeal, the case In Grede v.
FCStone, LLC, 746 F.3d 244 (7th Cir. 2014) ("FCStone I"), where the
Seventh Circuit considered among other issues a distribution of
$297 million to a group of Sentinel customers a few days after
Sentinel filed for bankruptcy protection in August 2007.
After it filed for bankruptcy, Sentinel (still under the control of
its insiders) filed an emergency motion in the bankruptcy court
seeking an order approving payment of the Citadel sale proceeds to
SEG 1 customers. After emergency hearings, the bankruptcy court
issued an order authorizing the Bank of New York to disburse the
funds, less an approximately five percent holdback. The bank did
so, and the SEG 1 customers received $297 million in what the
parties describe as the "post-petition transfer," with FCStone
receiving a little shy of $15 million.
Frederick Grede was appointed as Chapter 11 trustee -- the
bankruptcy court approved his appointment on August 29, 2007,
within the fourteen-day window for appealing the order authorizing
the post-petition transfer. The trustee did not appeal, but a year
later he filed a "Motion to Clarify or in the Alternative to Vacate
or Modify the Court's August 20, 2007 Order."
In essence, the trustee argued that he should be permitted to bring
avoidance actions against FCStone and the other SEG 1 customers who
received, in the trustee's view, a disproportionate payout through
the post-petition transfer. A group of SEG 1 customers including
FCStone opposed the trustee's motion. The bankruptcy judge declined
to vacate or modify the prior order, saying that he was clarifying
the order in that he "did not decide on August 20 and . . . am not
deciding today whether or not any of the proceeds that were the
subject of that order are property of the estate . . . or whether .
. . they were trust funds." The bankruptcy judge said that in his
August 20 order, he "did not intend to foreclose the trustee or any
party from any avoidance action whatsoever."
At around the same time the bankruptcy court entered an order
confirming the Fourth Amended Chapter 11 Plan of Liquidation in
late 2008, the trustee commenced adversary actions against FCStone
and other SEG 1 customers who had received distributions from the
Citadel security sale back in August 2007. The trustee sought and
following a bench trial, the District Court ruled in favor of the
trustee's motion to avoid the post-petition transfers and to
recover the Citadel sale proceeds and for a declaration that funds
held in reserve are property of the bankruptcy estate, concluding
that the Citadel sale proceeds should be treated as property of the
bankruptcy estate.
The District Court reasoned that (1) both SEG 1 and SEG 3 customers
were protected by statutory trusts; (2) because the two classes of
customers were similarly situated and because there were
insufficient funds to satisfy all their claims, tracing fictions or
conventions were inappropriate; and (3) FCStone and other SEG 1
customers could not trace the Citadel sale proceeds back to their
original investments given Sentinel's comingling and
misappropriation of customer assets that should have been
segregated in trust for the customers. The Court added that, for
purposes of 11 U.S.C. Section 549, and in light of the bankruptcy
court's 2008 "clarification," the 2007 post-petition transfer had
not been "authorized" by the bankruptcy court.
The Seventh Circuit reversed in FCStone I, explaining that the
bankruptcy court's after-the-fact "clarification" of its subjective
intentions concerning the post-petition authorization order ran
contrary to the plain language of the order and amounted to an
abuse of discretion. "Whether the property belonged to the estate
or not," the Seventh Circuit reasoned, "in the absence of reversal,
the authorization order ended any discussion about its original
ownership, and the disputed property cannot later be clawed back by
the trustee." Consequently, the Seventh Circuit remanded the case
for further proceedings, which led to these new appeals.
On remand, the trustee moved for judgment to avoid the
post-petition transfers arguing that FCStone should be collaterally
estopped from asserting that the post-petition transfer was
authorized because in the trustee's view, the bankruptcy judge's
October 2008 "clarification" was entitled to preclusive effect. The
District Judge disagreed, writing that the Seventh Circuit's
decision in FCStone I -- holding that the "clarification" was an
abuse of discretion -- stripped that ruling of "any force and
effect."
The trustee also moved for the declaration that funds held in
reserve are property of the bankruptcy estate. The District Judge
reiterated his view that equity prevented him from "favoring one
statutory trust claim over another" and that actual tracing is
difficult if not impossible given Sentinel's egregious pattern of
commingling. The District Judge concluded that the reserve funds
should be treated as property of the estate, subject to pro rata
distribution according to the confirmed Chapter 11 plan.
This is the fifth appeal dealing with Sentinel. The Seventh Circuit
finds that the trustee's collateral estoppel argument is
straightforward, if improbable. The Seventh Circuit explains --
repeating its previous ruling -- that the transfer was "clearly
authorized" and that, regardless whether the transferred property
was part of the bankruptcy estate, "in the absence of reversal, the
authorization order ended any discussion about its original
ownership, and the disputed property cannot later be clawed back by
the trustee."
Even if the trustee could have pursued his collateral estoppel
theory on remand, the theory would fail on the merits. The Seventh
Circuit maintains that the key criterion in this case is finality
-- collateral estoppel does not attach to tentative orders. The
Seventh Circuit points out that the trustee's collateral estoppel
argument fails because the bankruptcy judge's oral "clarification"
was not the kind of "solid, reliable, and final" order entitled to
preclusive effect.
By contrast, as the Seventh Circuit held in FCStone I, the August
2007 order itself unambiguously authorized the post-petition
transfer and "ended any discussion about . . . original ownership."
As such, the Seventh Circuit concludes that if any order was
entitled to preclusive effect, it was the August 2007 order
authorizing the post-petition transfer, not the bankruptcy judge's
later comments about his subjective intentions.
In authorizing the post-petition transfer following the Citadel
sale, the bankruptcy court required the Bank of New York to hold
back $15.6 million (about five percent of the sale proceeds). That
amount, along with $4.9 million in proceeds from a late-settling
security and certain proceeds of subsequent liquidations, remained
in reserve in a SEG 1 account at the bank. As of September 30,
2014, that SEG 1 reserve account had a balance of $24,551,622.
In seeking declaration as to the ownership of these funds, the
trustee argues, and the District Court concluded, that the funds
should be treated as property of the estate that should be
distributed pro rata among all Sentinel customers and other
unsecured creditors (including the Bank of New York).
FCStone counters that the funds belong to it and other SEG 1
customers who opposed early drafts of the Chapter 11 plan that
would have treated all customers uniformly as unsecured creditors.
FCStone argues that the funds are protected by a statutory trust
and that it would be improper to disburse that trust property to
other claimants -- particularly the Bank of New York, which as we
previously determined was on "inquiry notice of Sentinel's fraud."
Under the Bankruptcy Code, property held in trust by the debtor for
a third party is not property of the debtor's bankruptcy estate.
Trust property does not lose its trust character simply because, as
in this case, the debtor misappropriated it or commingled it with
the debtor's own property. The Seventh Circuit observes that the
trustee correctly acknowledges that FCStone and the other SEG 1
customers were the beneficiaries of a statutory trust.
Though the trustee concedes that the SEG 1 customers were entitled
to statutory trust protection, he argues that (1) the SEG 3
customers were likewise the beneficiaries of a statutory trust and
(2) the two customer classes are similarly situated under the
confirmed Chapter 11 plan.
The Seventh Circuit holds that the funds in the SEG 1 reserve
account are trust property belonging to FCStone and other SEG 1
Objectors. These claimants preserved their statutory trust rights
and are entitled to the benefit of tracing conventions. Although
there are understandable reasons for wanting to treat SEG 3
customers similarly based on their similar statutory protections,
the Seventh Circuit concludes that the SEG 3 customers surrendered
those protections by agreeing to be treated as unsecured creditors
under the confirmed Chapter 11 plan. The plan's language confirms
that the SEG 1 Objectors and SEG 3 customers are situated
differently under the plan itself.
The Seventh Circuit rules that if such a customer can trace its
initial investment to funds remaining under the control of the
Sentinel Liquidation Trust, that customer should be entitled to its
proportionate share of those funds. The Seventh Circuit agrees with
the Commodity Futures Trading Commission ("CFTC"), which proposed
that "assets in the Sentinel SEG 1 accounts and portfolios at the
time of the Sentinel bankruptcy must be considered to have been
held in a trust, independent of any requirement on the part of
customers to trace particular assets."
The Seventh Circuit finds that FCStone has shown an independent
basis for its claim to a share of the SEG 1 reserves. It has
actually trace its initial investment to the proceeds of the
Citadel security sale (both those proceeds disbursed in the August
2007 post-petition transfer and those remaining in reserve),
through the essentially unrebutted report and testimony of its key
expert, Frances McCloskey, a certified public accountant with
extensive experience in forensic accounting.
McCloskey testified at trial that she had traced (1) all cash and
securities within all of Sentinel's records (not only those assets
allocated to SEG 1) for 2007, the year Sentinel failed; (2) all
customer deposits during that same year to the securities allocated
on customers' statements; and (3) the allocation of all securities
included in the Citadel sale back to their original dates of
purchase (as early as 2004). The proceeds of that sale were
deposited in segregation for SEG 1 and funds attributable to the
five percent holdback and subsequent liquidations were likewise
kept in segregation.
Pursuant to the tracing convention proposed by the CFTC and urged
by the Futures Industry Association and FCStone, the funds should
be disbursed pro rata among the SEG 1 Objectors.
Accordingly, the Seventh Circuit concludes that the SEG 1 reserve
funds are trust property belonging to the SEG 1 Objectors both
because these statutory trust claimants are entitled to the benefit
of tracing conventions and because FCStone has shown that it is
possible to trace portions of the reserve back to the customers'
initial investment. Likewise, FCStone has shown that it is possible
to trace the $297 million post-petition transfer to the Citadel
security sale and further to trace the beneficial ownership of
those securities all the way back to the dates they were first
acquired by Sentinel. Those securities were overwhelmingly
allocated to (and segregated for) SEG 1 customers as of the Citadel
sale date.
A full-text copy of the Decision dated August 14, 2017, is
available at https://is.gd/gsP4pW from Leagle.com.
About Sentinel Management
Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions. The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug.
17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn
A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom &
Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represented the Official Committee
of Unsecured Creditors. When the Debtor sought bankruptcy
protection, it estimated assets and debts of more than $100
million.
On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US
LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent
the Chapter 11 Trustee.
The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust. The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.
SFX ENTERTAINMENT: Court Dismisses Eagle, et al.'s Counterclaims
----------------------------------------------------------------
On Sept. 12, 2016, Plaintiff React Presents, Inc. filed a Complaint
against Defendants Eagle Theater Entertainment, LLC, Blair McGowan,
Amir Daiza, and Matthew Farris alleging breach of contract, fraud,
breach of fiduciary duty, violation of the Racketeer Influenced and
Corrupt Organizations Act, and unjust enrichment. Defendants filed
a Motion for a More Definite Statement on Nov. 21, 2016, which was
denied by Magistrate Judge David R. Grand. Defendants filed a
responsive pleading on Feb. 7, 2017, alleging the following
Counterclaims against React: violation of Section 1 of the Sherman
Antitrust Act, violation of the Michigan Antitrust Reform Act, and
unjust enrichment. React filed Motion to Dismiss Defendants'
Counterclaims on Feb. 28, 2017. Defendants filed a Response on
April 7, 2017.
On Sept. 13, 2016, Plaintiff SFX-React Operating LLC filed a
Complaint against the same Defendants alleging breach of contract,
fraud, breach of fiduciary duty, violation of the Racketeer
Influenced and Corrupt Organizations Act, and unjust enrichment.
Defendants filed a Motion for a More Definite Statement on Nov. 21,
2016, which was denied by Magistrate Judge David R. Grand.
Defendants filed an amended responsive pleading on Feb. 7, 2017,
alleging the following counterclaims against SFX: violation of
Section 1 of the Sherman Antitrust Act, violation of the Michigan
Antitrust Reform Act, and unjust enrichment. SFX filed a Motion to
Dismiss Defendants' Counterclaims on Feb. 28, 2017. Defendants
filed a Response on April 7, 2017.
Judge Denise Page Hood of the U.S. District Court for the Eastern
District of Michigan grants Counter Defendant SFX-React Motion to
Dismiss Defendants' Counterclaims
Defendants assert in their counterclaim that SFX acquired React,
and that SFX is React's successor. SFX argues that Defendant's
antitrust counterclaims should be dismissed because Defendants
failed to allege any factual support for their assertion that SFX
is React's successor.
A review of the Counterclaim shows that Defendants have failed to
allege any factual support for their assertion that SFX is React's
successor. To the extent that Defendants seek to hold SFX liable
for conduct on the part of React prior to April 2014 based on
successor liability, such counterclaim is dismissed.
The Michigan Antitrust Reform Act provides that "[i]t is the intent
of the legislature that in construing all sections of this act, the
courts shall give due deference to interpretations given by the
federal courts to comparable antitrust statutes, including, without
limitation, the doctrine of per se violations and the rule of
reason." In analyzing MARA claims, both state and federal courts
rely on federal case law interpreting the Sherman Antitrust Act.
React, SFX, and Defendants all rely on the same arguments analyzed
above to support their positions as to the MARA counterclaims.
Accordingly, the Court denies React's motion to dismiss the MARA
counterclaim and grants SFX's motion to dismiss the MARA
counterclaim.
SFX argues that Defendants' unjust enrichment counterclaim is
barred by SFX's bankruptcy reorganization. Defendants state in
their Response that, due to SFX's bankruptcy discharge, Defendants
are not contesting SFX's motion to dismiss the unjust enrichment
counterclaim against SFX.
The Court grants SFX's uncontested motion to dismiss the unjust
enrichment counterclaim against SFX.
The case is SFX REACT-OPERATING LLC, Plaintiff, v. EAGLE THEATER
ENTERTAINMENT, LLC, BLAIR McGOWAN, AMIR DAIZA, MATTHEW FARRIS,
Defendants, Case No. 16-13311 (E.D. Mich.).
A full-text copy of Judge Hood's Order dated August 23, 2017, is
available at https://is.gd/s2x23c from Leagle.com.
React Presents, Inc, Plaintiff, represented by Joshua Liebman --
jliebman@novackmacey.com -- Novack and Macey LLP.
React Presents, Inc, Plaintiff, represented by Michael A. Weinberg
– maw@novackmacey.com -- Novack and Macey LLP & Kevin M. Chudler
-- KChudler@ANAfirm.com -- Adkison, Need, Allen & Rentrop.
Eagle Theater Entertainment, LLC, Defendant, represented by Dean D.
Elliott -- dean@deanelliottplc.com.
Blair McGowan, Defendant, represented by Dean D. Elliott.
Amir Daiza, Defendant, represented by Dean D. Elliott.
Matthew Farris, Defendant, represented by Dean D. Elliott.
Amir Daiza, Counter Claimant, represented by Dean D. Elliott.
Blair McGowan, Counter Claimant, represented by Dean D. Elliott.
Eagle Theater Entertainment, LLC, Counter Claimant, represented by
Dean D. Elliott.
Matthew Farris, Counter Claimant, represented by Dean D. Elliott.
React Presents, Inc, Counter Defendant, represented by Joshua
Liebman, Novack and Macey LLP, Michael A. Weinberg, Novack and
Macey LLP & Kevin M. Chudler, Adkison, Need, Allen & Rentrop.
About SFX Entertainment
SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions
were signed by Michael Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $662 million and total debt
of $490 million.
Judge Mary F. Walrath is assigned to the cases.
Greenberg Traurig, LLP, serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent. The Debtor hired FTI Consulting Inc. to provide crisis and
turnaround management services.
The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie,
Inc., as financial advisor.
The Troubled Company Reporter, citing BankruptcyData.com, reported
on Dec. 8, 2016, that SFX Entertainment's Fifth Amended Joint Plan
of Reorganization became effective, and the Company emerged from
Chapter 11 protection. The Court confirmed the Plan on November 15,
2016.
SFX ENTERTAINMENT: Court Narrows Eagle's Counterclaims vs. React
----------------------------------------------------------------
On Sept. 12, 2016, Plaintiff React Presents, Inc., filed a
Complaint against Defendants Eagle Theater Entertainment, LLC,
Blair McGowan, Amir Daiza, and Matthew Farris alleging breach of
contract, fraud, breach of fiduciary duty, violation of the
Racketeer Influenced and Corrupt Organizations Act, and unjust
enrichment. Defendants filed a Motion for a More Definite
Statement on Nov. 21, 2016, which was denied by Magistrate Judge
David R. Grand. Defendants filed a responsive pleading on Feb. 7,
2017, alleging the following Counterclaims against React: violation
of Section 1 of the Sherman Antitrust Act, violation of the
Michigan Antitrust Reform Act, and unjust enrichment. React filed
Motion to Dismiss Defendants' Counterclaims on Feb. 28, 2017.
Defendants filed a Response on April 7, 2017.
On Sept. 13, 2016, Plaintiff SFX-React Operating LLC filed a
Complaint against the same Defendants alleging breach of contract,
fraud, breach of fiduciary duty, violation of the Racketeer
Influenced and Corrupt Organizations Act, and unjust enrichment.
Defendants filed a Motion for a More Definite Statement on Nov. 21,
2016, which was denied by Magistrate Judge David R. Grand.
Defendants filed an amended responsive pleading on Feb. 7, 2017
alleging the following counterclaims against SFX: violation of
Section 1 of the Sherman Antitrust Act, violation of the Michigan
Antitrust Reform Act, and unjust enrichment. SFX filed a Motion to
Dismiss Defendants' Counterclaims on Feb. 28, 2017. Defendants
filed a Response on April 7, 2017.
Judge Denise Page Hood of the U.S. District Court for the Eastern
District of Michigan granted in part Counter Defendant React
Presents, Inc.'s Motion to Dismiss Defendants' Counterclaims as to
the unjust enrichment counterclaim only, and denied in part as to
the antitrust counterclaim and the Michigan Antitrust Reform Act
counterclaim.
React argues that the antitrust counterclaim should be dismissed
because Defendants have failed to allege that React had sufficient
market power.
Viewing the facts in the light most favorable to Defendants, React
had substantial control of the supply side of EDM performances by
nationally recognized EDM artists in Metro Detroit, Judge Hood
held. React had control over where and when many nationally
recognized EDM artists could perform pursuant to the radius clauses
(which often encompassed the Metro Detroit area due to its
proximity to Chicago). React also had control over whether or not
to waive the radius clauses for local promoters such as Defendants,
and under which circumstances to do so if at all. The Court finds
that the Counterclaim alleges facts from which one can infer that
React had market power over EDM performances by nationally
recognized EDM artists in Metro Detroit.
Having found that Defendants have plausibly alleged a product
market, a geographic market, and market power in the relevant
market, the Court concludes that Defendants have satisfied the
third element of their prima facie case at this stage.
React's last argument for dismissal of the antitrust counterclaim
is that Defendants have failed to allege that the radius clauses
were the proximate cause of Defendants' alleged antitrust injury.
React argues that Defendants have failed to allege an antitrust
injury because they have failed to allege that any entity, person,
or consumer other than Eagle suffered adverse effects as a result
of the radius clauses.
The Court finds that Defendants have sufficiently and plausibly
alleged that React's conduct had an adverse effect on competition,
output, and prices in the EDM performance market in Metro Detroit.
Defendants have satisfied the fifth element of their prima facie
case at this stage.
Having found that Defendants have sufficiently established the
first, second, third, and fifth elements of their prima facie case,
each of React's arguments fail, and the Court denies React's motion
to dismiss the antitrust counterclaim.
Defendants assert in their counterclaim that SFX acquired React,
and that SFX is React's successor. SFX argues that Defendant's
antitrust counterclaims should be dismissed because Defendants
failed to allege any factual support for their assertion that SFX
is React's successor.
A review of the Counterclaim shows that Defendants have failed to
allege any factual support for their assertion that SFX is React's
successor. To the extent that Defendants seek to hold SFX liable
for conduct on the part of React prior to April 2014 based on
successor liability, such counterclaim is dismissed.
SFX argues that Defendants' unjust enrichment counterclaim is
barred by SFX's bankruptcy reorganization. Defendants state in
their Response that, due to SFX's bankruptcy discharge, Defendants
are not contesting SFX's motion to dismiss the unjust enrichment
counterclaim against SFX.
The Court grants SFX's uncontested motion to dismiss the unjust
enrichment counterclaim against SFX.
The case is REACT PRESENTS, INC., Plaintiff, v. EAGLE THEATER
ENTERTAINMENT, LLC, BLAIR McGOWAN, AMIR DAIZA, MATTHEW FARRIS,
Defendants, Case No. 16-13288 (E.D. Mich.).
A full-text copy of Judge Hood's Order dated August 23, 2017, is
available at https://is.gd/s2x23c from Leagle.com.
React Presents, Inc, Plaintiff, represented by Joshua Liebman –
jliebman@novackmacey.com -- Novack and Macey LLP.
React Presents, Inc, Plaintiff, represented by Michael A. Weinberg
– maw@novackmacey.com -- Novack and Macey LLP & Kevin M. Chudler
-- KChudler@ANAfirm.com -- Adkison, Need, Allen & Rentrop.
Eagle Theater Entertainment, LLC, Defendant, represented by Dean D.
Elliott -- dean@deanelliottplc.com.
Blair McGowan, Defendant, represented by Dean D. Elliott.
Amir Daiza, Defendant, represented by Dean D. Elliott.
Matthew Farris, Defendant, represented by Dean D. Elliott.
Amir Daiza, Counter Claimant, represented by Dean D. Elliott.
Blair McGowan, Counter Claimant, represented by Dean D. Elliott.
Eagle Theater Entertainment, LLC, Counter Claimant, represented by
Dean D. Elliott.
Matthew Farris, Counter Claimant, represented by Dean D. Elliott.
React Presents, Inc, Counter Defendant, represented by Joshua
Liebman, Novack and Macey LLP, Michael A. Weinberg, Novack and
Macey LLP & Kevin M. Chudler, Adkison, Need, Allen & Rentrop.
About SFX Entertainment
SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions
were signed by Michael Katzenstein as chief restructuring officer.
The Debtors disclosed total assets of $662 million and total debt
of $490 million.
Judge Mary F. Walrath is assigned to the cases.
Greenberg Traurig, LLP, serves as the Debtors' counsel. Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent. The Debtor hired FTI Consulting Inc. to provide crisis and
turnaround management services.
The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie,
Inc., as financial advisor.
The Troubled Company Reporter, citing BankruptcyData.com, reported
on Dec. 8, 2016, that SFX Entertainment's Fifth Amended Joint Plan
of Reorganization became effective, and the Company emerged from
Chapter 11 protection. The Court confirmed the Plan on November 15,
2016.
SIXTY SIXTY CONDOMINIUM: Plan Exclusivity Extended Until Sept. 18
-----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida extended the exclusive period for
Sixty Sixty Condominium Association, Inc. to file a plan of
reorganization and solicit acceptances of the plan through
September 18 and November 17, 2017, respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its exclusive plan proposal period
for an additional 90 days, through and including October 31, 2017.
The Debtor intended to file a further amended plan and disclosure
statement consistent with the Court's directions.
On June 23, 2017, the Court denied approval of the disclosure
statement referring to the Debtor's plan of reorganization, without
prejudice to the Debtor proceeding with sale and rental efforts and
negotiating with creditors.
On July 13, 14 and 21, 2017, the Court conducted hearings on, among
other things, the Debtor's motion to approve as highest and best
the contract submitted by Marc Realty Capital, LLC, as buyer and
the Debtor and non-Debtors as sellers of units in the condominium,
the Right of First Refusal issue, and jurisdictional issues.
Also on July 27, 2017, the Court entered an order (1) setting
deadline for execution of amended contract; and (2) setting final
hearing on contract approval. Through the scheduling order, among
other things, the Court advised the Debtor and other residential
unit owners of certain amendments required to be made to the
contract to proceed by Aug. 7, 2017. Additionally, the scheduling
court order required the Debtor to file a further amended plan and
disclosure statement incorporating the terms of the contract (as
amended) and certain other material provisions.
The scheduling court order, amended contract, contract hearing, and
administration court order, and other matters in the docket,
evidenced that the Debtor has been working diligently and in good
faith to reorganize its financial affairs through a confirmed plan,
including seeking to resolve issues with Schecher Group, Inc., and
other creditors. The Debtor said it continues to devote time and
energies in good faith to make progress toward acceptance of an
amended plan of reorganization.
Subsequent to the contract hearing and as the amended contract
takes its final form consistent with the Court's direction; the
Debtor will file its Second Amended Plan and Second Amended
Disclosure Statement.
About Sixty Sixty Condominium
Sixty Sixty Condominium is a mixed-use hotel/residential building
located at 6060 Indian Creek Drive in Miami Beach, Florida. Sixty
Sixty Condominium Association, Inc., a non-profit corporation, is
responsible for, among other things, the management, operation, and
maintenance of the Condominium's "Common Elements", and other
obligations imposed by state statute.
Sixty Sixty Condominium Association, Inc., filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on
December 5, 2016, listing $100,000 to $500,000 in total assets, and
$1 million to $10 million in liabilities. The petition was signed
by Maria Velez, president of the Board of Directors.
The Hon. Robert A. Mark presides over the case.
Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor
as counsel. Juda Eskew & Associates, PA, serves as the Debtor's
accountant.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
SLUSS & RAY: C&A Empire Buying Wichita Property for $435K
---------------------------------------------------------
Sluss & Ray, LLC, asks the U.S. Bankruptcy Court for the District
of Kansas to authorize the sale of interest in real and personal
property located at 2490 South Meridian Avenue, Wichita, Kansas, to
C&A Empire, LLC, for $435,037, subject to overbid.
The objection deadline is Sept. 19, 2017. The hearing on any
objection is set for Oct. 5, 2017 at 10:30 a.m.
The Debtor operates three AAMCO franchise transmission shops in
Wichita, Kansas. The locations of these shops are (i) 703 North
West Street, Wichita, Kansas; (ii) 901 South Woodlawn, Wichita,
Kansas; and (iii) 2490 South Meridian Avenue, Wichita, Kansas.
The principal source of revenue of the Debtor is from the
collection of credit card receivables and cash payments associated
with the transmission repair business. Chad Raymond is the sole
owner of the Debtor, and receives compensation distributions from
the operation of the business.
The Court previously approved the Journal Entry and Order Approving
Bid Procedures. Attached to the Motion for Order Approving Bid
Procedures was an Asset Purchase Agreement, in which the stalking
horse bidder, C&A Empire, LLC, has offered to purchase the assets
of the Debtor together with assumption of existing real estate
lease agreements. Said sale to C&A Empire will be subject to the
existing liens of Emprise Bank by reason of a UCC-1 Financing
Statement filed April 14, 2014 on all inventory, chattel paper,
accounts, equipment, general intangibles, instruments and fixtures
(1st lien). Emprise Bank has a first security interest upon pre-
and post-petition assets of the Debtors. The sale will be subject
to the Bid Procedures and Asset Purchase Agreement. C&A Empire
proposes to purchase the real and personal property of the assets
secured to Emprise Bank and Matt Hall, doing business as Hall
Properties, pertaining to the Debtor's interest under a Contract
for Deed pertaining to 2490 South Meridian Avenue, Wichita,
Kansas.
An initial offer under the Bid Procedures for assumption of the
indebtedness is $435,037, consisting of a cash deposit and
assumption of indebtedness of Emprise Bank and the secured
indebtedness due Matt Hall under a contract for deed, but free and
clear of all other liens and encumbrances of record. Neither
Raymond, nor Steven Slusser is being released from their guaranties
by the assumption of the debt by C&A Empire.
In addition, all Members of C&A Empire are expected to guarantee
the assumed debt of the Debtor. Any third party purchaser assuming
the debt will likewise have to provide guaranties acceptable to
Emprise Bank and Matt Hall in their respective sole discretion in
substitution of Raymond and/or Slusser, who will not guarantee any
debt assumed by a third party purchaser.
The Debtor proposes to assign franchise agreements and executory
contracts concerning the following: (i) AC Equipment Repair, 900
East Indianapolis Street, Wichita, Kansas: (ii) First Data Merchant
Svs, 4000 Coral Ridge DRC-230, Pompano Beach, Florida; (iii) JPRO,
LLC, John Profrazier, 11010 West 1st Court N, Wichita, Kansas; (iv)
Lease Consultants Corp., Box 71397, Clive, Iowa; (v) New Rapid of
Kansas, LLC, 1223 North Rock Road, Wichita, Kansas; and (vi)
Register Tape Network/Adcart, P.O. Box 204277, Dallas, Texas.
The Franchise Agreement that Raymond holds with AAMCO Transmission,
Inc. will be retained by him, and will not be assigned to C&A
Empire. The terms and conditions of the Asset Purchase Agreement
and Order Approving Bid Procedures control the Motion.
Any proposed third purchaser wishing to top the initial bid of C&A
Empire will be required to comply the terms of the Order Approving
Bid Procedures and provide for a bid that comports with the terms
of the Asset Purchase Agreement utilized by C&A Empire, including
the requirement to satisfy in full with cash consideration the
secured claim of Emprise Bank and Matt Hall, unless Emprise Bank
and Matt Hall agree to allow any third party bidder to assume the
respective debts of these secured creditors.
The Purchaser will additionally be required for the payment of any
title insurance expenses, closing costs, recording fees and other
documents of transfer.
Counsel for Emprise Bank:
Karl R. Swartz, Esq.
MORRIS, LAING, EVANS, BROCK & KENNEDY, CHTD.
Old Town Square
300 North Mead, Suite 200
Wichita, KS 67202-2722
AAMCO can be reached at:
AAMCO TRANSMISSIONS, INC.
201 Gibralter Road,
Horsham, PA 19044
Counsel for Chad Raymond:
David P. Eron, Esq.
229 East William, Suite 100
Wichita, KS 67202
Telephone: (316) 262-5500
Facsimile: (316) 262-5559
E-mail: david@eronlaw.net
About Sluss & Ray
Sluss & Ray LLC, which conducts business under the names Amaco, C &
M Empire LLC, Aamcot LLC, and CCWRW LLC, operates three AAMCO
franchise transmission shops in Wichita, Kansas.
Sluss & Ray filed a Chapter 11 petition (Bankr. D. Kan. Case No.
17-10301) on March 9, 2017, disclosing $86,340 in total assets and
$1.22 million in total liabilities. Chad Raymond, owner, signed
the petition.
The case is jointly administered with Mr. Raymond's individual
Chapter 11 case (Bankr. D. Kan. Case No. 17-10313) filed on March
10, 2017. Judge Dale L. Somers presides over the cases.
The Debtors are represented by Edward J. Nazar, Esq., at Hinkle Law
Firm, L.L.C.
SOUTHCROSS ENERGY: EIG BBTS Beneficially Owns 72% of Common Units
-----------------------------------------------------------------
EIG BBTS Holdings, LLC, EIG Management Company, LLC, EIG Asset
Management, LLC, EIG Global Energy Partners, LLC, The R. Blair
Thomas 2010 Irrevocable Trust, Blair R. Thomas, The Randall Wade
2010 Irrevocable Trust, The Kristina Wade 2010 Irrevocable Trust
and Randall S. Wade disclosed that as of Aug. 11, 2017, they
beneficially owned 56,725,598 common units, which constitutes
approximately 72.0% of the outstanding Common Units (giving effect
to the conversion of all outstanding Class B Convertible Units and
Subordinated Units).
As of Aug. 15, 2017, 48,559,258 Common Units, 18,019,811 Class B
Convertible Units and 12,213,713 Subordinated Units are
outstanding. The Class B Convertible Units convert into Common
Units at the Class B Conversion Rate on the Class B Conversion
Date; the initial Class B Conversion Rate is 1.0 (i.e., one Common
Unit for each Class B Convertible Unit). The Subordinated Units
convert into Common Units on a one-for-one basis on the expiration
of the Subordination Period. Because such Class B Convertible
Units and Subordinated Units were acquired in connection with
transactions having the purpose or effect of changing or
influencing the control of SXE, such Class B Convertible Units and
Subordinated Units are considered converted for purposes of the
calculations of the amounts noted under Rule 13d-3(d)(1)(i) of the
Securities Exchange Act of 1934, as amended. As a result of the
relationship of the Filing Parties to Southcross Holdings Borrower
LP, each of the Filing Parties is deemed to be the beneficial
owner, with shared power to vote or direct the vote and shared
power to dispose or direct the disposition, of 56,725,598 Common
Units.
SHB was entitled to receive from the Issuer, within 45 days after
the quarter ending Dec. 31, 2015, a Class B Quarterly Distribution
(as defined in the Partnership Agreement), consisting of a
payment-in-kind distribution on outstanding Class B Convertible
Units of Class B PIK Units, in accordance with the terms of the
Partnership Agreement. However, the Issuer did not timely make
such Class B Quarterly Distribution. The Partnership Agreement
provides that, notwithstanding the Issuer's failure to make such
Class B Quarterly Distribution, the holders entitled to the unpaid
Class B PIK Units shall be entitled to Unpaid Class B PIK Rights.
On Feb. 14, 2016, SHB acquired Unpaid Class B PIK Rights equivalent
to 279,303 Class B Convertible Units. The Issuer subsequently
determined to issue such Class B Convertible Units and issued the
279,303 Class B Convertible Units on May 9, 2016.
A full-text copy of the regulatory filing is available at:
https://is.gd/eNcbdV
About Southcross Energy Partners
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGLs. Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Southcross Energy reported a net loss of $94.94 million for the
year ended Dec. 31, 2016, following a net loss of $55.49 million
for the year ended Dec. 31, 2015.
* * *
As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said
that it affirmed its 'CCC+' corporate credit and senior secured
issue-level ratings on Southcross Energy Partners L.P. The outlook
is stable. The rating action reflects S&P's view that the recent
credit agreement amendment limits the likelihood of a default in
the next two years as the partnership will have an improved
liquidity position and need no longer adhere to its leverage
covenants.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy's Corporate Family Rating to 'Caa1'
from 'B2'. Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
Moody's expectation of continued high leverage and challenging
industry conditions into 2017.
SPI ENERGY: Nasdaq Grants Request for Continued Listing
-------------------------------------------------------
SPI Energy Co., Ltd., announced that it received a letter from The
Nasdaq Stock Market LLC stating that the Nasdaq Hearings Panel has
granted the Company's request to remain listed on The Nasdaq Stock
Market. The Company's continued listing is subject to, among other
things, the Company providing to the Panel a written update on or
before Sept. 30, 2017, detailing the status of its audit review,
any outstanding items, and documentation yet to be provided to
satisfy the requests of the Company's auditor and the Company
informing the Panel on or before Oct. 27, 2017, that it has filed
with the Securities and Exchange Commission its Form
20-F for the year ended Dec. 31, 2016.
In addition, the Panel decision requires that the Company be able
to demonstrate compliance with all requirements for continued
listing on Nasdaq and that the Company provide prompt notification
of any significant events that occur during the extension period
(including, but not limited to, any event that may call into
question the Company's historical financial information or that may
impact the Company's ability to maintain compliance with any Nasdaq
listing requirement or the aforementioned compliance deadlines).
The Panel reserved the right to reconsider the terms of its
decision based on any event, condition or circumstance that exists
or develops that would, in the opinion of the Panel, make continued
listing of the Company's securities on Nasdaq inadvisable or
unwarranted.
In addition, the Nasdaq Listing and Hearing Review Council may
review the Panel decision on its own motion, in which event it may
affirm, modify, reverse or remand the decision to the Panel.
In the event the Company is unable to fully comply with the terms
of the Panel decision, the Company's securities may be delisted
from The Nasdaq Stock Market.
About SPI Energy
Hong Kong-based SPI Energy Co., Ltd. (NASDAQ:SPI) --
http://investors.spisolar.com/-- is a global provider of
photovoltaic (PV) solutions for business, residential, government
and utility customers and investors. SPI Energy focuses on the
EPC/BT, storage and O2O PV market including the development,
financing, installation, operation and sale of utility-scale and
residential PV projects in China, Japan, Europe and North America.
The Company operates an online energy e-commerce and investment
platform in China, as well as B2B e-commerce platform offering a
range of PV and storage products in Australia. The Company has its
operating headquarters in Hong Kong and maintains global operations
in Asia, Europe, North America and Australia.
SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014.
As of June 30, 2016, SPI Energy had $549.4 million in total assets,
$415.0 million in total liabilities, and $134.4 million in total
stockholders' equity.
KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its
subsidiaries have suffered significant losses from operations and
have a negative working capital as of Dec. 31, 2015. In addition,
the Group has substantial amounts of debts that will become due for
repayment in 2016. The auditors said these factors raise
substantial doubt about the Group's ability to continue as a going
concern.
SPINLABEL TECHNOLOGIES: Hires BusinessHelp as Bookkeeper
--------------------------------------------------------
SpinLabel Technologies, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
BusinessHelp!, as bookkeeper to the Debtor.
SpinLabel Technologies requires BusinessHelp! to:
-- assist with the Debtor's affairs, including preparing
monthly reports, projections, budgets and tax compliance
filings; and
-- assist with other financial matters.
BusinessHelp! will be paid at the hourly rate $100. The firm will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Susan Weeks, owner of BusinessHelp!, 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.
BusinessHelp! can be reached at:
Susan Weeks
BUSINESSHELP!
2949 Andros St.
Costa Mesa, CA 92626
Tel: (714) 545-9086
About SpinLabel Technologies, Inc.
SpinLabel Technologies -- http://www.spinlabels.com/-- is a
Florida-based company dedicated to building and licensing its
unique labeling technology that builds brand value by engaging
current and prospective customers in the shopping corridor and at
home.
SpinLabel's proprietary, patented label Technology enables a
spinning label (an outer Label over an inner label) to almost
double the valuable messaging space on a container. SpinLabel is
aligned with top label manufacturers globally to facilitate easy
integration into most types of existing consumer product
packaging.
SpinLabel Technologies, Inc., dba Spinformation, Inc., dba Accudial
Pharmaceutical, Inc., dba Accudial, Inc., based in Miami, FL, filed
a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20123) on
August 9, 2017. Bradley S Shraiberg, Esq., at Shraiberg Landaue &
Page PA, 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 Alan
Shugarman, its director.
ST. ALBANS CLEANERS: Taps Pepper and Nason as Attorneys
-------------------------------------------------------
St. Albans Cleaners and Launderers, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of West Virginia to
hire a bankruptcy counsel.
The Debtor wishes to employ William W. Pepper, Andrew S. Nason,
Daniel Lattzani and Emmett Pepper of the firm Pepper and Nason as
its attorneys.
The professional services to be rendered are:
a. give the Debtor legal advice with respect to its powers and
duties as debtor-in-possession in the continued operation of its
business and management of its property;
b. prepare on behalf of the Debtor necessary application,
answers, orders, reports and other legal papers; and
c. perform all other legal services for the Debtor.
Pepper & Nason has been paid a retainer for legal services in the
sum of $20,217.
Current hourly rates for attorneys are:
William W Pepper $350.00
Andrew S. Nason $350.00
Daniel Lattanzi $250.00
Emmett Pepper $200.00
William W. Pepper attests that he represents no interest to the
Debtor or the estate in matters upon which they are to be engaged
as counsel for the Debtor.
The Firm can be reached through:
William W. Pepper, Esq.
PEPPER & NASON
8 Hale Street
Charleston , WV 35201
Tel: (304) 346-0361
About St. Albans Cleaners and Launderers
St. Albans Cleaners and Launderers, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No.
17-20432) on August 17, 2017. Lillian J. Edwards, its president,
signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Judge Frank W. Volk presides over the case. Pepper & Nason
represents the Debtor as bankruptcy counsel.
ST. GUMBEAUX: Magistrate Recommends Granting IRS Summary Judgment
-----------------------------------------------------------------
Plaintiff Michael Quigley was the owner of St. Gumbeaux, Inc.,
which operated the "Gumbo's" restaurant in Austin, Texas. After
experiencing financial problems, Quigley placed St. Gumbeaux into
bankruptcy on Sept. 16, 2009. On August 22, 2011, the Internal
Revenue Service assessed a total of $54,635.64 in tax penalties
against Quigley pursuant for failing to pay the IRS withholding, or
"trust fund," taxes for all four quarters in 2009. Quigley paid
the penalties and filed a claim for refund under 26 U.S.C. section
6511, which the IRS denied. On April 11, 2016, Quigley filed a
lawsuit against the U.S. Government for a refund of taxes as well
as a demand for attorney's fees and damages. Quigley argues the
penalty assessed by the IRS was erroneous because he paid all of
his payroll withholding taxes and did not have any knowledge of
unpaid withholding taxes.
On April 5, 2017, the U.S. filed a motion for summary judgment
arguing that the summary judgment evidence demonstrates as a matter
of law that Quigley acted willfully in failing to collect, account
for, or pay over the payroll taxes withheld from the wages of St.
Gumbeaux's employees for every quarter in 2009. Quigley opposes the
Motion, contending that the undisputed evidence does not show he
acted willfully in not withholding and paying the taxes. Quigley
has also filed his own motion for summary judgment arguing that the
U.S. has failed to show that he willfully failed to pay withholding
taxes. On June 12, 2017, the Court held a hearing on the motions,
and allowed the Parties to submit further briefing on the issue of
willfulness.
Magistrate Judge Andrew W. Austin of the U.S. District Court for
the Western District of Texas recommends that the District Court
grant the U.S. Government's Motion for Summary Judgment and deny
Plaintiff's Motion for Summary Judgment.
At the outset, there are two ways to demonstrate that a responsible
person was willful in not paying trust fund taxes. Either the IRS
can show that the person paid corporate debts after knowing there
were unpaid trust fund taxes, or it can show that the person
recklessly disregarded the risk that the taxes may not be remitted
to the government. If nothing else, the summary judgment record
demonstrates beyond a doubt that Quigley was reckless in
disregarding the risk that the money he did send to the IRS would
not be applied to the trust fund taxes St. Gumbeaux had collected
from its employees.
Though he claims he was scrupulously sending sufficient money to
offset those obligations, he never took the step of directing the
IRS in writing to apply all sums received to the withholding taxes
first. A person's good faith belief that he paid withholding taxes
is not a defense to liability under section 6672. Because the U.S.
has demonstrated as a matter of law that Quigley acted willfully in
failing to pay over the payroll taxes withheld from the wages of
St. Gumbeaux's employees for every quarter in 2009, the United
States' Motion for Summary Judgment should be granted, and
Quigley's motion should be denied.
The case is In re: MICHAEL QUIGLEY, v. UNITED STATES OF AMERICA,
No. A-16-CV-459 SS (W.D. Tex.)
A full-text copy of Judge Austin's Report and Recommendation dated
August 23, 2017, is available at https://is.gd/Tb66DQ from
Leagle.com.
Michael Quigley, Plaintiff, represented by John P. Ferguson --
jferguson@blazierlaw.com -- Blazier Christenson Browder & Virr,
P.C..
Michael Quigley, Plaintiff, represented by Justin Michael Welch --
jwelch@blazierlaw.com -- Blazier Christensen Browder & Virr, PC.
United States of America, Defendant, represented by Jon E. Fisher,
Department of Justice.
STEPHEN MOFFITT: Sale of Johnson Properties for $257K Approved
--------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Stephen Todd Moffitt's
sale of his interest in (i) a .3431 acre tract and the improvements
thereon with the address of 207 Broyles Drive, Johnson City,
Tennessee; and (ii) an approximately 1.84 acres of real property
and the improvements thereon located at 1711 E. Oakland Avenue,
Johnson City, Tennessee, to Moffitt Properties for 257,000.
The sale is free and clear of liens and encumbrances.
The Buyer is a Tennessee general partnership comprised of the
Debtor and Arlene Moffitt.
The Debtor is authorized to use approximately $2,000 of the sale
proceeds generated from the sale of the Properties to pay
administrative expenses of the bankruptcy estate in the form of
attorney's fees to the Debtor's counsel.
Stephen Todd Moffitt sought Chapter 11 protection (Bankr. E.D.
Tenn. Case No. 16-50305) on April 28, 2016.
STICHTER & STICHTER: Plan Proposes to Pay Unsecureds Annually
-------------------------------------------------------------
Stichter & Stichter Trucking, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Indiana a disclosure statement
to accompany its plan of reorganization.
Class VI unsecured creditors will be paid pro-rata all profit
annually from the first day after confirmation 90 days after the
annual anniversary. Profit will be defined as all revenue on a cash
basis less all operating expenses and on-going taxes of any kind or
nature and a salary to Bruce Stichter as manager of $6,000 monthly
plus 2% of Monthly Revenue, less all payments to Class 1-5. If any
claim remains after 10 years from confirmation, the remaining claim
shall be deemed satisfied.
Based on historical data and production of records of the Debtor,
the Debtor says it should have sufficient funds on hand to satisfy
Class I Claims. Thereafter, Debtor will produce sufficient income
to re-pay the creditors as the plan requires.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/innb17-40044-66.pdf
Stichter & Stichter Trucking, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ind. Case No. 17-40044) on Feb. 21, 2017,
estimating under $1 million in assets and liabilities. The Debtor
is represented by David A. Rosenthal, Esq.
STOLLINGS TRUCKING: Marcum Buying 2000 Sterling Dump Truck for $5K
------------------------------------------------------------------
Stollings Trucking Co., Inc., asks the U.S. Bankruptcy Court for
the Southern District of West Virginia to authorize the sale of
2000 Sterling Dump Truck, S/N 2FZXMJBBOYAB13752, to Zachary Marcum
for $5,000.
The Buyer is the son of Rhonda Marcum, the owner of the Debtor.
The vehicle is in need of repair. The sale will be free and clear
of liens.
The Debtor believes that the terms of the offer are favorable to it
and its estate.
The Purchaser:
Zachary Marcum
P. O. Box 866
Mt. Gay, WV 25637
About Stollings Trucking
Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, the Debtor both hauled coal and mined coal
for its own profit. As it grew, it acquired more equipment and
rolling stock. Stollings also obtained mining permits on property
in Logan County, West Virginia, and was a party to coal leases.
Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015. Rhonda Marcum, president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Frank W. Volk presides over the case.
Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.
STOLLINGS TRUCKING: Sale of 2005 Caterpillar D6R for $40K Approved
------------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized Stollings Trucking Co., Inc.'s
public sale of a 2005 Caterpillar D6R Bulldozer, S/N
CAT00D6RCADE01075, at a minimum price of $40,000, subject to the
credit bid Bonnie B Land Co., and any upset bids.
The sale should be conducted as a public sale subject to upset bids
at a minimum increment of $2,000.
The proceeds from the sale are free and clear of liens, and that
$1,625 will be withheld for purpose of a disbursement fee to the
Office of the U.S. Trustee. All valid liens and encumbrances
against the bulldozer will attach to the proceeds of the sale and
the Debtor will be authorized to pay for the proceeds of the sale,
subject to the hold back as set forth in the Order the balance to
the secured creditor, Bonnie B Land Co.
About Stollings Trucking
Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, the Debtor both hauled coal and mined coal
for its own profit. As it grew, it acquired more equipment and
rolling stock. Stollings also obtained mining permits on property
in Logan County, West Virginia, and was a party to coal leases.
Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015. Rhonda Marcum, president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Frank W. Volk presides over the case.
Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.
SUCCESSFUL ASSET: Hires Scott E. Kaplan as Bankruptcy Counsel
-------------------------------------------------------------
Successful Asset Management, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ the Law
Offices of Scott E. Kaplan, LLC, as attorney to the Debtor.
Successful Asset requires Scott E. Kaplan to:
a. analyze the Debtor's financial matters;
b. prepare and file necessary documents and pleadings;
and
c. work in conjunction with other professionals to properly
develop and present for confirmation a viable Chapter 11
plan.
Scott E. Kaplan will be paid at these hourly rates:
Attorneys $300
Associates $250
Paralegals $175
Scott E. Kaplan will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Scott E. Kaplan, a member of the Law Offices of Scott E. Kaplan,
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.
Scott E. Kaplan can be reached at:
Scott E. Kaplan, Esq.
LAW OFFICES OF SCOTT E. KAPLAN, LLC
12 North Main Street
Allentown, NJ 08501
Tel: (609) 259-1112
About Successful Asset Management, LLC
Successful Asset Management, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 17-27132) on August 23, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Scott E. Kaplan, Esq., at the Law Offices
of Scott E. Kaplan, LLC.
SULLIVAN VINEYARDS: Can Use Cash Collateral Until Sept. 18
----------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Sullivan Vineyards
Corporation to use cash collateral through September 18, 2017, with
the use capped at the dollar amounts in the line items set forth in
the Declaration of Ross Sullivan dated July 24, 2017, and with no
carry overs of unused amounts in line items from one month to the
following month or to other areas.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/Yu7rvv
About Sullivan Vineyards
Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10065) on Feb. 1, 2017, estimating assets at
$1 million to $10 million and liabilities at $10 million to $50
million at the time of the filing.
Sullivan Vineyards Partnership sought Chapter 11 protection (Bankr.
N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99
million in assets and $14.27 million in liabilities.
The petitions were signed by Ross Sullivan, CEO.
The cases are jointly administered under Case No. 17-10065 before
the Hon. Roger L. Efremsky.
The Debtors are represented by Steven M. Olson, Esq., at the Law
Office of Steven M. Olson.
SUNBURST FARMS: Permitted to Sell Crops, Use Cash Collateral
------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas has issued a final order authorizing Sunburst
Farms Partnership to sell its 2016 Crops and the 2017 Crops and to
use proceeds to be generated from the sale of Crops to fund the
expenses listed in the Projected Farm Budget, but only as may be
necessary for Debtor to continue its operations without
interruption.
The Court has determined that the Debtor has harvested all of its
wheat crops for 2016 and 2017 and is currently farming
approximately 155.92 acres milo and 250 acres feed sorghum. The
Court has acknowledged that the Debtor must invest continued time
and money into the marketing, transporting, and sale of the Crops,
and growing, and harvesting of the 2017 Crops. The Court found that
the Debtor must also invest time and money into the preparation and
transportation of equipment and all other physical assets other
than crops for sale at auction.
To the extent necessary, Debtor is also authorized to use any
current funds held on deposit in its debtor in possession account
at The Bank to fund the expenses listed on the Budget.
The Budget for the months of August, September, October, and
November 2017 reflects total farm expenses of approximately
$221,312 and other expenses in the aggregate sum of $24,500.
The Bank holds a claim for approximately $1,935,072, which is
secured by the 2016 Crops and the 2017 Crops, farm equipment, farm
inventory, and certain funds on deposit. The Debtor asserts that
the collective value of the Debtor's encumbered assets securing
these claims (after deducting senior liens) exceeds $4,000,000.
The Bank asserts that its collateral is worth substantially less
than this amount, but also believes that its claims are over
secured.
The Bank will retain all of its liens on any replacements thereof,
accessions thereto, and proceeds therefrom, to the same extent,
validity, and priority as The Bank actually had, if any, as of the
Petition Date, together with a replacement perfected lien on the
2017 Crops, any crop insurance, and/or governmental program
payments to the extent the cash collateral is actually used by
Debtor, and to the same extent, validity, and same priority as
actually existed in the Crops, crop insurance, and governmental
program payments.
The Debtor will be required to submit to The Bank monthly reports
reflecting all farming income and expenses. The Debtor is also
directed to provide a copy of each such report to any party in
interest requesting the same.
As additional adequate protection, and because the same will inure
to the benefit of the estate, the Debtor is directed to pay to the
Bank 50% of the net proceeds of the 2016 Crops, on a monthly basis.
As further adequate protection, The Bank will hold a superpriority
claim, except for the Carve Out, which shall have priority over all
administrative expenses and unsecured claims against the Debtor and
its estate. The superpriority claim will be limited to the
diminution in the value of The Bank's collateral on account of any
usage of cash collateral authorized hereunder.
Carve Out means the following amounts:
(a) statutory fees payable to the U.S. Trustee;
(b) claims allowed by a final order of the Bankruptcy Court
that are incurred after the conversion of the Chapter 11 case to a
case under Chapter 7 of the Bankruptcy code in an amount not to
exceed $5,000.00 (meaning expenses of the Chapter 7 estate);
(c) the allowed and paid professional fees and disbursements
incurred by the Debtor in an amount not to exceed $50,000; and,
(d) up to $25,000 of other professional fees and disbursements
incurred prior to the entry of the Final Order and, subsequent to
the entry of a Final Order, such amounts as are provided in the
Budget, by a Statutory Committee for any professionals retained by
final order of the Court.
In addition, the Debtor is directed to file a motion seeking
authority to employ an auctioneer and to sell all of the Personal
Property not later than 21 days following entry of the Order with a
hearing date not later than October 6, 2017.
A full-text copy of the Final Order, dated Aug. 22, 2017, is
available at https://is.gd/omy8FU
Attorneys for The Bank:
Patricia A. Reeder, Esq.
WONER, REEDER & GIRARD, P.A.
P.O. Box 67689
Topeka, Kansas 66667-0689
Tel: 785-235-5330
Fax: 785-235-1615
E-mail: reeder@wrglaw.com
About Sunburst Farms
Sunburst Farms Partnership is engaged in wheat and feed sorghum
production. The principal place of business of Sunburst Farms is
116 W. Greeley, Tribune, Kansas.
Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr.
D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29
million in total assets and $6.60 million in total liabilities.
The petition was signed by Carol Bloesser, president of Western
Plains, the Debtor's general partner.
Judge Robert E. Nugent presides over the case.
David P. Eron, Esq., at Eron Law, P.A., serves as the Debtor's
bankruptcy counsel.
SUNBURST FARMS: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
Samuel K. Crocker, U.S. Trustee for the District of Kansas, on Aug.
29 appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Sunburst Farms
Partnership.
The committee members are:
(1) Bill Vernon
Bartlett Grain Co. LP
4900 Main Street, Suite 1200
Kansas City, MO 64112
E-mail: b.vernon@bartlett-grain.com
(2) Nina Sipes
Sipes Seed Sales, Inc.
12894 S. RDX
Manter, KS 67862
E-mail: epic@pld.com
(3) Ab Smith
Stockholm Grain, LLC
P.O. Box 547
Sharon Springs, KS 67758
E-mail: sorccoro@hotmail.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Sunburst Farms
Sunburst Farms Partnership is engaged in wheat and feed sorghum
production. The principal place of business of Sunburst Farms is
116 W Greeley, Tribune, Kansas 67879.
Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr.
D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29
million in total assets and $6.60 million in total liabilities.
The petition was signed by Carol Bloesser, president of Western
Plains, the Debtor's general partner.
Judge Robert E. Nugent presides over the case.
David P Eron, Esq., at Eron Law, P.A., serves as the Debtor's
bankruptcy counsel.
SUSTAINABLE AQUACULTURE: Case Summary & 5 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sustainable Aquaculture Initiative LLC
930 W Indiantown Rd, Ste 204
Jupiter, FL 33458-6841
Type of Business: Founded in 2013, Sustainable Aquaculture
is a Florida Limited Liability Company
whose principal assets are located at
15369 County Road 512 Fellsmere, FL 32948-
7821. The Company is an affiliate of
Florida Organic Aquaculture LLC, which
sought bankruptcy protection on April 24,
2017 (Bankr. S.D. Fla. Case No. 17-15012).
Chapter 11 Petition Date: September 1, 2017
Case No.: 17-21251
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Malinda L Hayes, Esq.
MARKARIAN FRANK & HAYES
2925 PGA Blvd., Suite #204
Palm Beach Gardens, FL 33410
Tel: 561-626-4700
Fax: 561-627-9479
E-mail: malinda@businessmindedlawfirm.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Clifford Morris, member's manager.
The Debtor's list of five unsecured creditors is available for free
at http://bankrupt.com/misc/flsb17-21251.pdf
T3M INC: US Trustee Wants Case Converted to Ch. 7 Proceeding
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
T3M case filed with the U.S. Bankruptcy Court a motion to convert
the Chapter 11 reorganization case to a liquidation under Chapter
7. The motion explains, "T3M has exhausted its financing. On Aug.
21, 2017, its primary creditor terminated T3M's access to cash
collateral. That same day, T3M withdrew its DIP financing motion,
self-described as its 'only real opportunity to meet its various
and urgent financing needs. T3M began its bankruptcy case with
$7,163.51 of cash and $399,089.38 in accounts receivable, nearly
80% of which were aged past 120 days. T3M has drained these liquid
assets nearly entirely, having operated at net monthly losses of
$72,656.63 in July 2017, and $158,348.01 in June 2017. T3M has
neither the liquid assets nor the profit margin to reorganize.
With continuing operating losses, the value of its remaining assets
will diminish further. Without capital, T3M will likely incur
post-petition administrative wage claims, be unable to maintain
appropriate insurance, or afford security for its inventory.
Additionally, T3M is delinquent on its quarterly fees. The Court
should convert the bankruptcy case to Chapter 7 and allow a trustee
to administer T3M's remaining assets."
Separately, Lender Collections also filed a motion seeking to
convert or dismiss the case, BankruptcyData related.
The Court scheduled a September 14, 2017 hearing to consider the
conversion, according to BankruptcyData.com.
About T3M Inc.
Founded in 2006 in Costa Mesa, California, and previously known as
T3 Motion, Inc., T3M Inc. designs, manufactures and markets
personal mobility vehicles powered by electric motors to the
professional and consumer markets. Its initial product is the T3
Series, a three wheel, electric stand-up vehicle powered by a
quiet, zero-gas emission electric motor that is designed
specifically for public and private security personnel.
T3M Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 17-14082) on May 15, 2017. Mi "Michael"
Zhang, president, signed the petition. The Debtor estimated assets
and debt at $1 million to $10 million as of the bankruptcy filing.
Judge Scott H. Yun presides over the case.
Aram Ordubegian, Esq., and M. Douglas Flahaut, Esq., at Arent Fox
LLP, serve as the Debtor's legal counsel. LKP Global Law LLP is
the Debtor's special litigation counsel.
TAMARA HOME: Court Directs U.S. Trustee to Appoint Ombudsman
------------------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico has issued an order directing the U.S. Trustee to
appoint an Ombudsman because Tamara Home Care Inc. has indicated in
its petition that it is a "health care business" case.
However, the U.S. Trustee and/or the debtor in possession may also
inform the Court in writing, within 21 days, that the appointment
of an ombudsman is not necessary for the protection of the
patients.
Tamara Home Care Inc sought Chapter 11 bankruptcy protection
(Bankr. D.P.R. Case No. 17-04204) on August 14, 2017.
TEMPLE OF HOPE: Exclusive Plan Filing Period Extended to Oct. 29
----------------------------------------------------------------
The Hon. D. Sims Crawford of the U.S. Bankruptcy Court for the
Northern District of Alabama has issued an order extending the
exclusive periods for Temple of Hope Baptist Church, Inc. to file a
Plan of Reorganization and solicit acceptances of such a plan
through and including October 29 and December 28, 2017,
respectively.
The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension contending that it needed
additional time to allow for the sale of the commercial property to
conclude with certainty. The Debtor related that a Motion to Sell
was set before the Court on August 30.
The Debtor said that upon the sale of its commercial property, all
filed claims will be paid in full and will obviate the need for the
filing of a Disclosure Statement and Plan of Reorganization.
About Temple of Hope Baptist Church
Temple of Hope Baptist Church, Inc., is a religious organization
which operates exclusively for religious, charitable, and distinct
ecclesiastical purposes in Birmingham, Alabama.
Temple of Hope Baptist Church filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 17-00415) on Feb. 1, 2017. The petition was
signed by Oliver L. Jones, to Church's Pastor. At the time of
filing, the Debtor had $100,000 to $500,000 in estimated assets and
$50,000 to $100,000 in estimated liabilities.
The Debtor is represented by Frederick Mott Garfield, Esq., at
Spain & Gillon; and Gina H. McDonald, Esq., at Gina H. McDonald &
Associates, LLC.
No trustee or examiner has been appointed in the Debtor's case. An
official committee of unsecured creditors could not be formed due
to lack of interest, the U.S. Trustee has informed the Bankruptcy
Court.
TERRAVIA HOLDINGS: Court Approves Key Executive Incentive Plan
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving TerraVia Holdings' key executive incentive plan
(KEIP). As previously reported, "The Debtors assert that the
modest bonus payments set forth in the KEIP are reasonable and
appropriate. The KEIP will provide performance incentives for the
Key Executives. As members of the Debtors' executive management
team, the Key Executives are responsible for determining the
Debtors' strategic plan and facilitating the achievement of the
Debtors' sale goals. The Debtors, with significant input from the
DIP Lenders, have established bonus pools (the 'Bonus Pools') from
which each Key Executive will be eligible to receive a bonus
pay-out (a 'Bonus') based on a predetermined percentage (the
'Participation Percentage'). The Bonus Pools under the KEIP are as
follows: For total noteholder consideration of less than
$21,000,000 will have a bonus pool of $0; for $21,000,000 it is
$500,000; for greater than $21,000,000 bonus pool is $500,000 plus
3% of total noteholder consideration in excess of $21,000,000;
provided that the bonus pool shall not exceed $3,500,000."
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. TerraVia also manufactures a range of
specialty personal care ingredients for key strategic partners.
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 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.
The Debtors hired Davis Polk & Wardwell LLP as their lead counsel
and Richards, Layton & Finger, P.A., as co-counsel. Kurtzman
Carson Consultants LLC is their claims agent.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
TMK HAWK: S&P Alters Outlook to Neg on Acquisition by Centerbridge
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
South Attleboro, Mass.-based TMK Hawk Parent Corp. (TriMark) and
revised the outlook to negative from stable.
Centerbridge Partners L.P. has announced it will acquire
U.S.–based foodservice equipment and supplies (FE&S) distributor
TMK Hawk Parent Corp. (TriMark) from current sponsor Warburg
Pincus. S&P estimated adjusted debt to EBITDA will weaken to above
7.5x from the mid-5x area pro forma for the transaction.
The negative outlook reflects the significant increase in leverage
resulting from this transaction and the risks associated with the
company's ability to generate the necessary EBITDA growth and cash
flow generation to reduce leverage to below 7.5x.
S&P said, "We could lower the rating if it becomes clear the
company will not be successful in reducing leverage below 7.5x due
to deterioration in operating performance, leading to a material
decline in EBITDA and free cash flow generation. This could occur
if the company losses national food chain accounts or if there is a
meaningful deterioration of its equipment sales backlog. This could
also occur during an economic downturn, causing declines in
food-away-from-home expenditure.
"We could also lower the rating if the company makes significant
debt-financed acquisitions or dividends, such that the company
cannot improve its debt to EBITDA and leverage remains above 7.5x
in the next 12 months.
"We could revise the outlook to stable if there is evidence of a
clear path to deleveraging and an indication of cash flow
generation in excess of the $10 million of average historical cash
flow generation."
TPC GRP: Hurricane Harvey to Negatively Impact Q3, Moody's Says
---------------------------------------------------------------
Moody's Investors Service said that Hurricane Harvey will
negatively impact TPC Group Inc.'s (B3 negative) third quarter
results due to lower production volumes, higher unit cost and
potential expenses related to cleanup and restart of production.
TPC is somewhat unique relative to other rated chemicals companies
as all of its production (sites in Houston and Port Neches) has
been impacted by Harvey. The company believes that it will have
both plants back up and running within 10 days, providing no
additional damage is discovered over the next several days or
during the restart. While the extent of the impact on TPC's
financial performance is still uncertain, a 10 day to two-week
outage should not have a material impact on its rating or outlook.
However, a more extended outage due to unforeseen operational
issues, would keep leverage elevated at over 7x into 2018.
TPC Group Inc. (TPC) is a processor of crude C4 hydrocarbons
(primarily butadiene, butene-1, isobutylene), differentiated
isobutylene derivatives and nonene and tetramer. The company
operates through two business segments: C4 Processing (C4) and
Performance Products (PP). For its product lines, TPC is the
largest independent North American producer. Revenues were
approximately $1.5 billion for the twelve months ended Jun 30,
2017. TPC is owned by private equity funds managed by First Reserve
Management, L.P. and SK Capital Partners.
TRANSMISSION SOLUTIONS: Hires Dennis J. Spyra as Counsel
--------------------------------------------------------
Transmission Solutions Group, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Dennis J. Spyra, Esquire, as counsel to the Debtor.
Transmission Solutions requires Dennis J. Spyra to:
a. prepare the bankruptcy petition and attendance at the first
meeting of creditors and other court appearances;
b. advise the Debtor regarding matters related to the status
of the Debtor's secured creditors and payments required
under numerous loan agreements;
c. represent the Debtor in relation to acceptance or
rejection of executory contracts;
d. advise the Debtor with regards to his rights and
obligations concerning the Chapter 11 petition;
e. advise the Debtor regarding possible preference actions;
f. prepare a Disclosure Statement and Plan of Reorganization;
and
g. represent the Debtor in general.
Dennis J. Spyra will be paid at the hourly rate of $300, and will
be paid a retainer in the amount of $2,500. The firm will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Dennis J. Spyra, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Dennis J. Spyra can be reached at:
Dennis J. Spyra, Esq.
1711 Lincoln Way
White Oak, PA 15131
Tel: 412-673-5228
E-mail: attorneyspyra@dennisspyra.com
About Transmission Solutions Group, Inc.
Transmission Solutions Group, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 17-23388) on August 22, 2017.
The Debtor hired Dennis J. Spyra, Esq. as bankruptcy counsel.
TREEHOUSE FOODS: S&P Lowers Bank Debt Rating to 'BB'
----------------------------------------------------
S&P Global Ratings lowered its issue-level ratings on all of
TreeHouse Foods Inc.'s bank facilities to 'BB' from 'BBB-' as
leverage (calculated for covenant purposes with the company's
lenders) has fallen below the 3.5x threshold for the 12 months
ended June 30, 2017, and the collateral has been released.
The bank facilities now include a $900 million unsecured revolving
credit facility due 2021, $300 million unsecured term loan A due
2021, $200 million term loan A-1 due 2021, and $1.025 billion
unsecured term loan A-2 due 2021 (which had been secured prior to
the collateral release).
S&P said, "Also, we have revised the recovery ratings on these
facilities to '3' from '1', indicating our expectations for
meaningful (50% to 70%, rounded estimate 65%) recovery in the event
of a payment default. While the enterprise valuation results in
full coverage for the company's unsecured debt, we generally cap
the recovery ratings on unsecured debt issued by corporate entities
with corporate credit ratings in the 'BB' category at '3' to
account for the risk that their recovery prospects would be
impaired by the issuance of additional priority or pari passu debt
prior to default. The lower recovery rating reflects the debts'
unsecured pari passu designation to the rest of the capital
structure.
"We made no changes to the 'BB' issue-level ratings on the $400
million senior unsecured notes due 2022 and the $775 million senior
unsecured notes due 2024; the recovery rating remains '3'. The
corporate credit rating remains 'BB' with a stable outlook.
"We still believe the company's leverage will remain around 4x over
the next 12 months as the Private Brands integration is complete
and the company has initiated its TreeHouse 2020 three-year
restructuring plan to focus on reducing excess capacity, SKU
rationalization, and improved agility beyond its existing cost
improvement programs."
RECOVERY ANALYSIS
Key analytical factors:
Capital structure: The issuer of all of the company's debt is
TreeHouse Foods Inc.
The company's debt structure consists of:
-- $900 million unsecured revolving credit facility due 2021;
-- $300 million senior unsecured term loan A due 2021;
-- $200 million senior unsecured term loan A-1 due 2021;
-- $1.025 billion senior unsecured term loan A-2 due 2021;
-- $400 million 4.875% senior unsecured notes due 2022; and
-- $775 million 6% senior unsecured notes due 2024.
Security and guarantee package: The credit facilities and notes are
fully and unconditionally guaranteed on a senior unsecured basis of
the company's existing and future domestic subsidiaries.
Covenants:
The company is subject to a net total leverage covenant. Prior to
the collateral release, the company was required to maintain less
than 5x leverage through Sept. 30, 2017, and then the test would
step down to 4.5x through the life of the loan. Now that the
collateral is released the company is required to maintain leverage
below 3.5x for the remainder of the loan.
Insolvency regimes:
TreeHouse Foods Inc. is incorporated and headquartered in the U.S.
In the event of an insolvency proceeding, we anticipate the company
would file for bankruptcy protection under the auspices of the U.S.
federal bankruptcy court system and would be unlikely to involve
other foreign jurisdictions.
Simulated default assumptions:
S&P's simulated default scenario is driven by strained liquidity
from weak sales and profitability. This could occur as a result of
heightened competitive pressures, such as the loss of one or more
key customers, combined with higher commodity costs and consumer
preference for other products, or a major product recall. These
factors hamper margins and cash flow, resulting in an inability to
meet fixed charges.
-- Year of default: 2022
-- EBITDA at emergence: $402.4 million
-- Implied enterprise value multiple: 7x
The emergence-level EBITDA takes into consideration a 30%
operational adjustment (to reflect some recoupment of sales volume
and cost-cutting efforts that improve margins) on top of the
default-level EBITDA. The default EBITDA roughly reflects
fixed-charge requirements of about $186 million in interest costs
(S&P assumes a higher rate because of default and include
prepetition interest) and $123 million in minimal capital
expenditures (capex) assumed at default. S&P estimates a gross
valuation of $2.8 billion, assuming a 7x EBITDA multiple. This is
within the range S&P used for some of the company's peers.
Calculation of EBITDA at emergence:
-- Debt service assumption: $186.2 million (assumed default year
interest)
-- Minimum capex assumption: $123.3 million
-- Preliminary emergence EBITDA: $309.5 million
-- Operational adjustment: 30%
-- Emergence EBITDA: $402.4 million
Simplified waterfall
-- Emergence EBITDA: $402.4 million
-- Multiple: 7x
-- Gross recovery value: $2.82 billion
-- Net recovery value for waterfall after administrative expenses
(5%): $2.68 billion
-- Estimated senior unsecured claims: $3.18 billion
--Recovery range for senior unsecured debt: 50%-70%; rounded
estimate: 65% (capped)
*All debt amounts include six months of prepetition interest.
RATINGS LIST
TreeHouse Foods Inc.
Corporate Credit Rating BB/Stable/--
Issue-Level Ratings Lowered; Recovery Ratings Revised
To From
TreeHouse Foods Inc.
Senior Unsecured BB BBB-
Recovery Rating 3(65%) 1(95%)
Ratings Unchanged; Recovery Expectations Revised
To From
TreeHouse Foods Inc.
Senior Unsecured BB BB
Recovery Rating 3(65%) 3(55%)
TRI STATE TRUCKING: Hearing on Plan Outline Set for Oct. 24
-----------------------------------------------------------
The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania has scheduled for Oct. 24, 2017, at 9:30
a.m., a hearing to consider the approval of Tri State Trucking
Company's disclosure statement dated Aug. 14, 2017.
Objections to the Disclosure Statement must be filed by Oct. 11,
2017.
As reported by the Troubled Company Reporter on Aug. 25, 2017, the
Debtor asked the Court to approve the Disclosure Statement filed by
the Debtor and the Official Committee of Unsecured Creditors on
Aug. 14, referring to the joint plan of liquidation for the Debtor.
Under that Plan, holders of allowed Class 2 General Unsecured
Claims will receive a pro rata distribution of the funds available
to be paid from the Plan.
About Tri State Trucking Company
Tri State Trucking Company operates an over the road logistics
company hauling various freight of its customers. It employs
approximately 50 people and operates from its headquarters located
at 16064 Route 6, Mansfield, Pennsylvania 16933.
Tri State filed Chapter 11 bankruptcy petition (Bankr. M.D. Pa.
Case No. 15-04444) on Oct. 13, 2015. William E. Robinson signed
the petition as president. The Debtor estimated assets in the
range of $10 million to $50 million and liabilities of at least $1
million. Mette, Evans, & Woodside represents the Debtor as
counsel. Judge John J. Thomas is assigned to the case.
The Debtor also hired Robert E. Chernicoff, Esq., at Cunningham
Chernicoff & Warshawsky, P.C., as counsel.
An official committee of unsecured creditors has been appointed in
the Chapter 11 case of Tri State Trucking Company. The Committee
is represented by Gary H. Leibowitz, Esq., at Cole Schotz P.C., in
Baltimore, Maryland.
TRIAD GUARANTY: Ill. Insurance Director Objects to Plan Outline
---------------------------------------------------------------
BankruptcyData.com reported that Jennifer Hammer, Director of
Insurance of the State of Illinois (the statutory and
Court-affirmed rehabilitator of Triad Guaranty Insurance
Corporation (TGIC) and Triad Guaranty Assurance Corporation
('TGAC')) filed with the U.S. Bankruptcy Court an objection to the
Company's Disclosure Statement. The objection asserts, "The Motion
should be denied since the Disclosure Statement does not contain
sufficient or adequate information to enable parties in interest to
make a determination as to whether to vote to approve the Plan.
The following items should be addressed in a revised Disclosure
Statement: (a) There is no discussion of Wolfgang Holdings or the
exit financier and their inter-relationship; (b) The Plan and
Disclosure Statement provide that pursuant to settlement
agreements, Debtor's former counsel, Morrison & Foerster and Womble
Carlyle will keep all of the compensation they previously received
without the need for filing a final fee application or further
court order. However, the Disclosure Statement fails to reveal how
much those law firms have already been paid in fees. (c) The
Debtor's assets are referenced in many places as being $1.06
billion in NOLs. This is simply not an accurate statement."
About Triad Guaranty
Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC) --
http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation. TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.
In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.
On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.
Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013. The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Thomas M. Horan, Esq., at Shaw Fishman Glantz & Towbin LLC,
replaced Womble Carlyle Sandridge & Rice, LLP, as counsel to the
Debtor. Thomas M. Horan, Esq., previously worked at Womble Carlyle
Sandridge & Rice, LLP. The Debtor tapped Donlin, Recano & Company,
Inc., as claims and noticing agent.
US FLIGHT ACADEMY: Hires Heath Hughes as Accountant
---------------------------------------------------
US Flight Academy International, Inc., seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Heath Hughes, as accountant to the Debtor, replacing Steven Stone.
US Flight Academy requires Heath Hughes to perform accounting and
tax services pertaining to the Debtor's estate.
Heath Hughes will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Heath Hughes, CPA, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Heath Hughes can be reached at:
Heath Hughes, CPA
307-C West 16th St.
Big Spring, TX 79720
Tel: (432) 267-3659
E-mail: hhughes@crcom.net
About US Flight Academy International, Inc.
US Flight Academy International, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 16-10295) on December 12, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Charles Dick Harris, Esq., at the Law
Office of Dick Harris.
VALLEY PETROLEUM: Wants to Use Cash Colalteral Through Oct. 16
--------------------------------------------------------------
5208VPN, LLC, and Valley Petroleum, LLC, ask for authorization from
the U.S. Bankruptcy Court for the Eastern District of Wisconsin to
use cash collateral of Wells Fargo Bank, N.A., and CAP Services,
Inc., through Oct. 16, 2017.
Valley Petroleum's operation generates cash collateral from the
sale of gasoline fuel and inventory from the convenience store.
5208VPN is entitled to rent from Valley Petroleum.
In order to sustain their operations, the Debtors must use cash
collateral to pay expenses of operations, including adequate
protection payments to secured parties.
As of Aug. 21, 2017, the Debtors are indebted to Wells Fargo in the
amount of approximately $1,220,452.61 and to CAP Services in the
amount of approximately $174,000. Wells Fargo possesses a first
priority recorded mortgage on the real estate of 5208VPN and a
general business security interest in substantially all assets of
Valley Petroleum, which was previously perfected, but the financing
statement for which has lapsed. CAP Services possesses a junior
priority recorded mortgage on the real estate of 5208VPN and a
perfected general business security interest in substantially all
assets of Valley Petroleum.
The Debtors propose to provide Wells Fargo and CAP Services as
adequate protection of their interests, (1) payments of $5,300 per
month to Wells Fargo and $2,900 per month to CAP Services, payable
to Wells Fargo on or before the 1st of each month and to CAP
Services on or before the 21st of each month; and (2) replacement
liens on the Debtors' postpetition assets, excluding claims
pursuant to Sections 544, 547, 548, 549, and 550 of the Code, to
the extent Wells Fargo and CAP Services had valid, perfected, and
non-avoidable prepetition liens in prepetition assets of the same
class, to the extent of the value of Wells Fargo's and CAP
Services' interests in such assets as of the Petition Date.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/wieb17-28113-6.pdf
About Valley Petroleum
Based in Appleton, Wisconsin, Valley Petroleum operates a small gas
station. Valley Petroleum and debtor affiliate, 5208VPN, LLC,
sought Chapter 11 protection (Bankr. E.D. Wisc. Case Nos. 17-28113
and 17-28112) on Aug. 17, 2017. The petitions were signed by Steve
A. Rosek, member.
The Debtors are represented by Leonard G. Leverson, Esq., at
Leverson Lucey & Metz S.C.
5208VPN, LLC, estimated $1,000 to $10,000 in assets and $1,000 to
$10,000 in liabilities; and Valley Petroleum estimated $100 to $500
in assets and $1,000 to $10,000 in liabilities.
VALUEPART INC: 9th Interim Cash Collateral Order Has Been Entered
-----------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas has entered an Agreed Ninth Interim
Order authorizing ValuePart, Incorporated, to use cash collateral
on an interim basis.
The Court has determined that the Debtor's use of cash collateral
to cover the expenditures set forth on the Budget is necessary to
avoid immediate and irreparable harm to Debtor's estate pending a
final hearing on the Debtor's Motion. The approved Budget
reflected total cash disbursements of approximately $3,440,723
covering the weeks ending Sept. 2, 2017, through Sept. 30, 2017.
The Debtor is prohibited from making any payments or sales on
inventory to any customers, suppliers or vendors other than
ValuePart Changtai Machinery Production Co. and Florida Track &
Power, Inc., that are directly or indirectly owned or controlled by
any shareholders, officers, directors, members, insiders,
employees, or principals of the Debtor.
The Debtor named ACF FinCo I LP, its senior lender, and Skokie
Investrade, Inc., its junior lenders, as the secured creditors with
interests in the cash collateral. The Court acknowledged that the
operating expenses proposed to be paid by the Debtor are reasonable
and necessary to prevent irreparable injury, loss, or damage to the
Debtor's estate. The Court further acknowledged that the Debtor's
use of cash collateral will allow for the continued operation of
the Debtor's existing business and preserve value for all
constituents.
The adequate protection granted to the secured creditors are:
(1) From the Petition Date until such time as the Debtor no
longer uses ACF FinCo's cash collateral, the Debtor will deliver to
ACF FinCo, timely and current monthly payments of accrued interest
at the non-default rate.
(2) ACF FinCo and Skokie Investrade are each granted
replacement liens and security interests in all of the Debtor's
assets, in the same nature, extent, priority, and validity that
such liens, existed on the Petition Date, in the amount equal to
the aggregate diminution in value of the prepetition collateral, to
the extent of their interests therein.
The Debtor is relieved of all obligations to make adequate
protection payments currently or previously scheduled for the
calendar months of August and September 2017, specifically
including, without limitation, the obligations to pay the Senior
Lender (a) the $100,000 principal reduction on or before Aug. 20,
2017, and (b) the $92,000 in non-default interest on or before
Sept. 1, 2017.
The Debtor's right to use cash collateral will end at the earlier
of the last day of the time period set forth in the approved Budget
or a final hearing on the Debtor's Motion to use cash collateral.
About ValuePart
ValuePart, Incorporated, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169) on Oct. 27, 2016. The petition was signed
by Isa Passini, vice president. The Debtor estimated assets and
liabilities at $10 million to $50 million.
ValuePart is a Chicago-based distributor of aftermarket replacement
parts for off-highway earth-moving equipment manufacturers like
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. At the time of the bankruptcy
filing, the Debtor operated from eight locations in Illinois,
Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto,
and employed approximately 70 employees. Although headquartered in
Vernon Hills, Illinois, the Debtor's largest distribution center is
located in Dallas, Texas.
The case is assigned to Judge Harlin DeWayne Hale.
The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore,
Esq., and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP.
The Debtor hired CR3 Partners, LLC, as restructuring advisor;
Upshot Services LLC as claims and noticing agent; Hogg Shain &
Scheck, PC, as Canadian accounting advisor; Nixon Peabody LLP as
special counsel; FocalPoint Securities LLC as investment banker;
Tax Advisors Group, Inc., as property tax consultant; Plante &
Moran, PLLC, as tax advisor; and Hogg Shain & Scheck, PC, as
Canadian accounting advisor.
On Nov. 30, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Kane Russell Coleman & Logan PC as its legal counsel, and Lain
Faulkner & Co., P.C., as its financial advisor.
W & W LLC: Seeks to Hire Maswen PC as Accountant
------------------------------------------------
W & W, LLC seeks authorization from the U.S. Bankruptcy Court for
the Northern District of Alabama to employ Wendy Smith and Maswen,
P.C. CPAs as its accountant.
Ms. Smith will assist the Debtor with its financial record keeping,
gather tax basis information needed for purposes of Income tax
preparation, and prepare any returns that are necessary.
Maswen PC's fee schedule for 2016 and 2017 reporting are:
-- $850 for Corporate/Partnership tax returns;
-- $545 for Issuance of Compiled Financial Statements-Tax Basis;
-- $215 for Business Personal Property Returns; and
-- $125 per hour for Accounting services or Bankruptcy
reporting.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Wendy Smith assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
Maswen PC can be reached at:
Wendy Smith
MASWEN, P.C. CPAs
1701A Hillyer Robinson Parkway
Oxford, AL 36203
Tel: (256) 832-2798
E-mail: wendymsmith@maswencpa.com
About W & W, L.L.C.
W & W, L.L.C., owns and operates certain medical office facilities
and related property located at 620 Quintard Drive, 650 Quintard
Drive, and 620 Monger Street, in Oxford, Calhoun County, Alabama.
W & W's primary business is leasing space in the Facility to health
care related businesses.
W & W, L.L.C., filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-40906) on May 15,
2017. The Debtor estimated less than $1 million in both assets and
liabilities.
Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC, is
serving as counsel to the Debtor.
WALTER INVESTMENT: Signs 2nd Amendment to RSA With Term Lenders
---------------------------------------------------------------
Walter Investment Management Corp. and certain term lenders entered
into the Second Amendment to the Restructuring Support Agreement,
dated as of July 31, 2017. The amendment No. 2 revised the escrow
provisions of the RSA to provide that the full Escrow Amount be
released on Aug. 23, 2017, and to provide that the Escrow Amount be
applied to the Term Loans as a voluntary prepayment pursuant to
Section 2.12(a) of the Credit Agreement, on a pro rata basis in
direct order of maturity.
On July 31, 2017, Walter Investment entered into the RSA with
lenders holding, as of July 31, 2017, more than 50% of the loans
and/or commitments outstanding under that certain Amended and
Restated Credit Agreement, dated as of Dec. 19, 2013, by and among
the Company, as the borrower, Credit Suisse AG, as administrative
agent, and the lenders. As of Aug. 28, 2017, lenders holding
approximately 91% of the loans and/or commitments outstanding under
the Credit Agreement have agreed to the terms of the Restructuring
Support Agreement. On Aug. 2, 2017, the Company and the Requisite
Term Lenders entered into the First Amendment to the Restructuring
Support Agreement.
The Consenting Term Lenders are led by entities managed by Oaktree
Capital Management, L.P., as investment manager, Black Diamond
Offshore Ltd., Double Black Diamond Offshore Ltd., Cathedral Lake
II, Ltd., et al.
A full-text copy of the Second Amendment to Restructuring Support
Agreement is available for free at https://is.gd/DpuWoS
About Walter Investment
Walter Investment Management Corp. --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. Based in Fort Washington, Pennsylvania, the Company has
approximately 4,500 employees and services a diverse loan
portfolio.
Walter Investment reported a net loss of $833.9 million for the
year ended Dec. 31, 2016, a net loss of $263.2 million for the year
ended Dec. 31, 2015, and a net loss of $110.3 million for the year
ended Dec. 31, 2014.
Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt. The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'. The outlook is negative.
In August, 2017, Moody's Investors Service downgraded Walter
Investment's corporate family rating to 'Caa3' from 'Caa2'. The
rating action follows the company's announcement that it has
entered into a restructuring support agreement with more than 50%
of senior term loan lenders.
WELLMAN DYNAMICS MACHINING: Can Continue Using Cash Until Sept. 22
------------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa authorized Wellman Dynamics Machining &
Assembly, Inc., to continue to use TCTM Financial FS, LLC's
collateral through Sept. 22, 2017, pursuant to and upon the same
terms as those previously agreed to by TCTM and the Official
Committee of Unsecured Creditors in the Stipulation and Consent
Order approved by the Court in its Order dated May 11, 2017.
The Debtor's continued use of cash collateral will be pursuant to
and in conformity with the Budget. The 13-Week Budget ending Oct.
27, 2017, reflects total operating cash disbursements of
approximately $542,901 and total non-operating disbursements of
approximately $42,223.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/qU3cSK
About Fansteel and Affiliates
Headquartered in Creston, Iowa, Fansteel, Inc., operates four
business units at four locations in the USA and one in Mexico with
a workforce of more than 600 employees. Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis. Wellman Dynamics Corporation contributed 67% of Fansteel's
sales. The rest of the sales are generated from Intercast, a
division of Fansteel, and other non-debtor subsidiaries.
Fansteel, Wellman Dynamics and Wellman Dynamics Machinery &
Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case
Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The
petitions were signed by Jim Mahoney, CEO. The cases are assigned
to Judge Anita L. Shodeen. The Debtors disclosed total assets of
$32.9 million and total debt of $41.97 million.
The companies tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC, as business broker; and Mark J. Steger, Esq., at the
Clark Hill Law Firm, as Environmental Counsel.
The companies filed motions to jointly administer the cases
pursuant to Bankruptcy Rule 1015(b), and the court ordered the
joint administration on Oct. 17, 2016. The court subsequently
entered an order on May 24, 2017, vacating its Oct. 17 order and
discontinuing the joint administration of the cases under the lead
case of Fansteel.
On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors in Fansteel's bankruptcy
case. The committee retained Morris Anderson & Associates, Ltd.,
as financial advisor; and Archer & Greiner, P.C. and Nyemaster
Goode, P.C., as counsel.
In March 2017, the U.S. trustee announced that the unsecured
creditors' committee of Fansteel would no longer serve as the
official committee in its case and that it would be reconstituted
as the official committee of unsecured creditors in the Chapter 11
cases of Wellman Dynamics and Wellman Dynamics Machinery. As of
March 22, 2017, a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.
Wellman Dynamics filed a Chapter 11 plan of reorganization and
disclosure statement on Jan. 11, 2017. On May 8, 2017, the
creditors' committee of Wellman Dynamics filed a rival Chapter 11
plan of liquidation for the company.
WELLMAN DYNAMICS: Can Continue Using TCTM Cash Until Sept. 22
-------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa authorized Wellman Dynamics Corporation
to continue to use TCTM Financial FS, LLC's collateral through
Sept. 22, 2017, pursuant to and upon the same terms as those
previously agreed to by TCTM and the Official Committee of
Unsecured Creditors in the Stipulation and Consent Order approved
by the Court in its Order dated May 11, 2017.
The Debtor's continued use of cash collateral will be pursuant to
and in conformity with the Budget. The 13-Week Budget ending Oct.
27, 2017 reflects total operating cash disbursements of
approximately $6,311,900 and total non-operating disbursements of
approximately $243,592.
A full-text copy of the Order, dated Aug. 22, 2017, is available at
https://is.gd/yGfbj3
About Fansteel and Affiliates
Headquartered in Creston, Iowa, Fansteel, Inc., operates four
business units at four locations in the USA and one in Mexico with
a workforce of more than 600 employees. Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis. Wellman Dynamics Corporation contributed 67% of Fansteel's
sales. The rest of the sales are generated from Intercast, a
division of Fansteel, and other non-debtor subsidiaries.
Fansteel, Wellman Dynamics and Wellman Dynamics Machinery &
Assembly, Inc. filed Chapter 11 petitions (Bankr. S.D. Iowa Case
Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The
petitions were signed by Jim Mahoney, CEO. The cases are assigned
to Judge Anita L. Shodeen. The Debtors disclosed total assets of
$32.9 million and total debt of $41.97 million.
The companies tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq., at the
Clark Hill Law Firm as Environmental Counsel.
The companies filed motions to jointly administer the cases
pursuant to Bankruptcy Rule 1015(b), and the court ordered the
joint administration on Oct. 17, 2016. The court subsequently
entered an order on May 24, 2017, vacating its Oct. 17 order and
discontinuing the joint administration of the cases under the lead
case of Fansteel.
On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors in Fansteel's bankruptcy
case. The committee retained Morris Anderson & Associates, Ltd.,
as financial advisor; and Archer & Greiner, P.C. and Nyemaster
Goode, P.C., as counsel.
In March 2017, the U.S. trustee announced that the unsecured
creditors' committee of Fansteel would no longer serve as the
official committee in its case and that it would be reconstituted
as the official committee of unsecured creditors in the Chapter 11
cases of Wellman Dynamics and Wellman Dynamics Machinery. As of
March 22, 2017, a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.
Wellman Dynamics filed a Chapter 11 plan of reorganization and
disclosure statement on Jan. 11, 2017. On May 8, 2017, the
creditors' committee of Wellman Dynamics filed a rival Chapter 11
plan of liquidation for the company.
WESTPAC RESTORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Westpac Restoration, Inc.
765 Aviation Way
Colorado Springs, CO 80916-2740
Type of Business: WestPac Restorations --
http://www.westpacrestorations.com/-- owns a
full-service aircraft restoration and
maintenance facility, complete with an FAA
approved repair station # ZW8R398Y, for:
airframe; propeller; accessory; non-destructive
inspection, testing, and processing; specialized
services; and full service metal forming shop
specializing in the forming of compound curved
metals. With all of these services in house,
WestPac Restorations prides itself as one of the
most efficient restoration facilities in the
U.S.
Chapter 11 Petition Date: September 1, 2017
Case No.: 17-18211
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Ethan Birnberg, Esq.
LINDQUIST & VENNUM LLP - DENVER
600 17th St., Ste. 1800 South
Denver, CO 80202
Tel: 303-573-5900
E-mail: ebirnberg@lindquist.com
Total Assets: $330,491
Total Liabilities: $1.50 million
The petition was signed by William R. Klaers, president/treasurer.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-18211.pdf
WOMEN'S HEALTH: May Use Cash Collateral Until Sept. 6
-----------------------------------------------------
The Hon. James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia has entered a third interim order authorizing
The Women's Health Institute of Macon, PC, to use cash collateral
until Sept. 6, 2017, at 11:59 p.m.
A final hearing on the use of cash collateral will be held on Sept.
6, 2017, at 11:00 a.m.
As adequate protection for any diminution in the value of Branch
Banking and Trust Company's interest in the cash collateral or the
personal property, including any diminution resulting from the use
of cash collateral on or after the Petition Date, BB&T is granted
valid, binding, enforceable, and automatically perfected liens on
and security interests in the personal property, wherever located
and whether created, acquired or arising prior to, on, or after the
Petition Date.
The Debtor will make interest payments to BB&T in the amounts as
calculated, and as and when the payments are due, under the loan
documents.
A copy of the Third Interim Order is available at:
http://bankrupt.com/misc/gamb17-51196-49.pdf
About Women's Health
Haremu Holdings, LLC, The Women's Health Institute of Macon, PC,
and ELO Outpatient Surgery Center, LLC, filed Chapter 11 bankruptcy
petitions (Bankr. M.D. Ga. Case Nos. 17-51195, 17-51196 and
17-51197) on June 5, 2017. The cases are assigned to Judge James
P. Smith. The cases are not jointly administered.
The petitions were signed by Emeka Umerah, managing member.
Women's Health Institute of Macon PC is a group practice with one
location specializing in family medicine and Obstetrics and
Gynecology. ELO Outpatient Surgery Center provides ambulatory
surgical services. Emeka Umerah is the managing member for each
entity.
At the time of filing, Haremu disclosed $1 million to $10 million
in assets and liabilities; Women's Health disclosed $1 million to
$10 million in assets and $500,000 to $1 million in liabilities;
and ELO Outpatient disclosed $100,000 to $500,000 in assets and
liabilities.
The Debtors are represented by Wesley J. Boyer, Esq., at Boyer Law
Firm, L.L.C., in Macon, Georgia.
XS RANCH FUND: Creditors' Panel Hires Sheppard as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of XS Ranch Fund VI,
L.P., seeks authority from the U.S. Bankruptcy Court for the
Northern District of California to employ Sheppard Mullin Richter &
Hampton LLP, as counsel to the Committee.
The Committee requires Sheppard to:
a. advise the Committee regarding bankruptcy law;
b. advise with respect to the Committee's powers and duties in
the Bankruptcy Case;
c. attend Committee meetings;
d. review financial information furnished by the Debtor to the
Committee and investigate various potential claims;
e. assist in the investigation of the acts, conduct, assets,
liabilities and financial condition of the Debtor;
f. provide aid and assistance in monitoring the progress of
the Debtor and administration of the Debtor's Bankruptcy
Case;
g. provide representation in all negotiations and proceedings
involving the Debtor, the Committee, and other parties-in-
interest;
h. represent the Committee in any proceedings or hearings
before the Bankruptcy Court;
i. conduct examinations of witnesses, claimants, or adverse
parties and prepare and assist in the preparation of
reports, accounts, and pleadings related to the Bankruptcy
Case;
j. advise the Committee concerning the requirements of the
Bankruptcy Code and applicable rules as they may affect the
Committee in the Bankruptcy Case and any related adversary
proceeding;
k. assist the Committee and working with the Debtor with
regard to the restructuring or liquidation of the Debtor or
auction, sale or other transaction with respect to the
Debtor's assets;
l. advise the Committee and working with the Debtor with
regard to the formulation, negotiation, confirmation, and
implementation of any chapter 11 plan;
m. advise and assist the Committee with respect to any matters
involving the U.S. Trustee and the Debtor;
n. make court appearances on behalf of the Committee; and
o. represent the Committee in all other legal aspects of the
Bankruptcy Case and take any other action and performing
any other services as the Committee may require of Sheppard
in connection with the Bankruptcy Case.
Sheppard will be paid at these hourly rates:
Partner $800
Associate $440
Sheppard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ori Katz, partner of Sheppard Mullin Richter & Hampton LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtor; (b)
has not been, within two years before the date of the filing of the
Debtor' chapter 11 petition, directors, officers or employees of
the Debtor; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Sheppard can be reached at:
Ori Katz, Esq.
SHEPPARD MULLIN RICHTER & HAMPTON LLP
Four Embarcadero Center, 17th Floor
San Francisco, CA 94111-4109
Tel: (415) 434-9100
Fax: (415) 434-3947
E-mail: okatz@sheppardmullin.com
About XS Ranch Fund VI, L.P.
Dr. Hasso Plattner, David Winton, Granite Land Company, and Peter
Mainstain filed an involuntary petition (Bankr. N.D. Cal. Case No.
16-31367) against XS Ranch Fund VI, L.P for relief under Chapter 7
of the Bankruptcy Code on December 23, 2016. On May 31, 2017, the
Debtor consented to conversion of the Bankruptcy Case to one under
Chapter 11. On June 1, 2017, the Court entered its order
converting the Bankruptcy Case to Chapter 11.
The petitioning creditors were represented by:
Patricia H. Lyon, Esq.
French and Lyon
1990 N California Blvd. #300
Walnut Creek, CA 94596
Tel: (415) 597-7849
E-mail: phlyon@frenchandlyon.com
- and -
Terry J. Mollica, Esq.
Chiarelli & Mollica, LLP
2121 North California Blvd., #520
Walnut Creek, CA 94596
Tel: (925) 262-4888
- and -
Mary Ellmann Tang, Esq.
French Lyon Tang
1990 N California Blvd. #300
Walnut Creek, CA 94596
Tel: (925)678-1878
Email: mtang@frenchlyontang.com
- and -
David C. Winton, Esq.
Law Offices of David C. Winton
2 Ranch Dr. #8
Novato, CA 94945
Tel: (415) 421-5800
Email: david@dcwintonlaw.com
The Debtor is represented by:
Pamela Egan, Esq.
RIMON P.C.
1 Embarcadero Center Suite 400
San Francisco, CA 94111
Tel: (415)266-4622
E-mail: pamela.egan@rimonlaw.com
- and -
Richard H. Golubow, Esq.
Garrick A. Hollander, Esq.
Andrew Levin, Esq.
WINTHROP COUCHOT
660 Newport Center Dr. Suite 400
Newport Beach, CA 92660
Tel: )949) 720-4100
E-mail: rgolubow@winthropcouchot.com
E-mail: ghollander@winthropcouchot.com
E-mail: alevin@wcghlaw.com
On July 28, 2017, the United States Trustee for Region 17 appointed
an Official Committee of Unsecured Creditors. The Committee
members are Hoover Associates, Vogel and Associates, and Hardee
Partners LLC. The Committee hired Sheppard Mullin Richter & Hampton
LLP, as counsel.
YIELD10 BIOSCIENCE: Amends 570,784 Shares Resale Prospectus
-----------------------------------------------------------
Yield10 Bioscience, Inc., filed with the Securities and Exchange
Commission an amendment no.1 to its Form S-1 registration statement
relating to the resale of up to 570,784 shares of its common stock
issuable upon exercise of certain outstanding warrants. The
Company amended the Registration Statement to delay its effective
date.
These shares will be resold from time to time by Jack W. Schuler
Living Trust, Schuler Grandchildren LLC, Schuler Grandchildren 2010
Continuation Trust, et al. The shares of common stock offered
under the prospectus by the selling security holders are issuable
upon exercise of warrants issued pursuant to the Securities
Purchase Agreement by and among Yield10 Bioscience, Inc. and the
selling security holders, dated as of July 3, 2017. The Company is
not selling any securities under this prospectus and will not
receive any of the proceeds from the sale of securities by the
selling security holders.
The selling security holders may sell the shares of common stock
described in this prospectus in a number of different ways and at
varying prices. The Company will pay the expenses incurred in
registering the securities covered by the prospectus, including
legal and accounting fees.
Yeild10's common stock is traded on The NASDAQ Capital Market, or
NASDAQ, under the symbol "YTEN". On Aug. 16, 2017, the last
reported sale price of its common stock was $2.42 per share.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/OpgxYu
About Yield10 Bioscience
Yield10 Bioscience, Inc., formerly known as Metabolix, Inc. --
http://www.yield10bio.com/-- is focused on developing new
technologies to achieve step-change improvements in crop yield to
enhance global food security. Yield10 has an extensive track
record of innovation based around optimizing the flow of carbon in
living systems. Yield10 is leveraging its technology platforms and
unique knowledge base to design precise alterations to gene
activity and the flow of carbon in plants to produce higher yields
with lower inputs of land, water or fertilizer. Yield10 is
advancing several yield traits it has developed in crops such as
Camelina, canola, soybean and corn. Yield10 is headquartered in
Woburn, MA and has an Oilseeds center of excellence in Saskatoon,
Canada.
Yield10 reported a net loss of $7.60 million on $1.15 million of
total revenue for the year ended Dec. 31, 2016, compared to a net
loss of $23.68 million on $1.35 million of total revenue for the
year ended Dec. 31, 2015.
As of June 30, 2017, Yield10 had $6.06 million in total assets,
$3.82 million in total liabilities and $2.24 million in total
stockholders' equity.
RSM US LLP, in Boston, Massachusetts, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has suffered recurring
losses from operations and has insufficient capital resources,
which raises substantial doubt about its ability to continue as a
going concern.
[^] BOND PRICING: For the Week from Aug. 28 to Sept. 1, 2017
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AM Castle & Co CASL 7.00 58.00 12/15/2017
Alpha Appalachia
Holdings Inc ANR 3.25 2.05 8/1/2015
American Eagle Energy Corp AMZG 11.00 0.93 9/1/2019
Amyris Inc AMRS 9.50 60.58 4/15/2019
Appvion Inc APPPAP 9.00 53.00 6/1/2020
Appvion Inc APPPAP 9.00 52.13 6/1/2020
Armstrong Energy Inc ARMS 11.75 11.88 12/15/2019
Armstrong Energy Inc ARMS 11.75 11.88 12/15/2019
Avaya Inc AVYA 10.50 4.38 3/1/2021
Avaya Inc AVYA 10.50 8.55 3/1/2021
BPZ Resources Inc BPZR 6.50 3.02 3/1/2015
BPZ Resources Inc BPZR 6.50 3.02 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.00 39.50 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.88 20.00 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.63 19.59 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.63 17.75 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.63 17.75 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11.00 36.75 12/9/2022
CNA Financial Corp CNAFNL 7.35 111.36 11/15/2019
Caesars Entertainment
Operating Co Inc CZR 5.75 86.25 10/1/2017
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.75 55.00 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.75 51.25 5/30/2020
Cinedigm Corp CIDM 5.50 35.00 4/15/2035
Claire's Stores Inc CLE 9.00 53.75 3/15/2019
Claire's Stores Inc CLE 8.88 12.00 3/15/2019
Claire's Stores Inc CLE 6.13 48.38 3/15/2020
Claire's Stores Inc CLE 7.75 12.13 6/1/2020
Claire's Stores Inc CLE 7.75 12.13 6/1/2020
Claire's Stores Inc CLE 9.00 53.25 3/15/2019
Claire's Stores Inc CLE 9.00 53.38 3/15/2019
Claire's Stores Inc CLE 6.13 47.50 3/15/2020
Cobalt International
Energy Inc CIE 2.63 27.00 12/1/2019
Cornerstone Chemical Co CRNRCH 9.38 100.54 3/15/2018
Cornerstone Chemical Co CRNRCH 9.38 99.57 3/15/2018
Cumulus Media Holdings Inc CMLS 7.75 30.96 5/1/2019
Denbury Resources Inc DNR 7.25 44.75 12/1/2017
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.00 39.61 4/15/2019
EXCO Resources Inc XCO 7.50 29.40 9/15/2018
EXCO Resources Inc XCO 8.50 20.98 4/15/2022
Egalet Corp EGLT 5.50 52.75 4/1/2020
Emergent Capital Inc EMGC 8.50 48.20 2/15/2019
Energy Conversion
Devices Inc ENER 3.00 7.88 6/15/2013
Energy Future Holdings Corp TXU 6.50 13.75 11/15/2024
Energy Future Holdings Corp TXU 11.25 70.13 11/1/2017
Energy Future Holdings Corp TXU 10.88 70.13 11/1/2017
Energy Future Holdings Corp TXU 9.75 29.25 10/15/2019
Energy Future Holdings Corp TXU 10.88 69.88 11/1/2017
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 31.00 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 35.00 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.75 30.75 10/15/2019
Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011
GenOn Energy Inc GENONE 9.50 69.50 10/15/2018
GenOn Energy Inc GENONE 9.50 69.25 10/15/2018
GenOn Energy Inc GENONE 9.50 69.25 10/15/2018
Gibson Brands Inc GIBSON 8.88 77.75 8/1/2018
Gibson Brands Inc GIBSON 8.88 77.73 8/1/2018
Gibson Brands Inc GIBSON 8.88 77.73 8/1/2018
Global Brokerage Inc GLBR 2.25 45.50 6/15/2018
Guitar Center Inc GTRC 9.63 56.59 4/15/2020
Guitar Center Inc GTRC 9.63 55.23 4/15/2020
Gulfmark Offshore Inc GLFM 6.38 20.25 3/15/2022
Homer City Generation LP HOMCTY 8.14 38.75 10/1/2019
Illinois Power
Generating Co DYN 7.00 34.00 4/15/2018
Illinois Power
Generating Co DYN 6.30 33.25 4/1/2020
IronGate Energy
Services LLC IRONGT 11.00 35.00 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 35.00 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 35.00 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 35.00 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.25 52.75 6/1/2020
Kellwood Co KWD 7.63 95.49 10/15/2017
Las Vegas Monorail Co LASVMC 5.50 2.50 7/15/2019
Lehman Brothers
Holdings Inc LEH 1.60 3.33 11/5/2011
Lehman Brothers
Holdings Inc LEH 2.00 3.33 3/3/2009
Lehman Brothers
Holdings Inc LEH 1.50 3.33 3/29/2013
Lehman Brothers
Holdings Inc LEH 4.00 3.33 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.07 3.33 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.38 3.33 6/15/2009
Lehman Brothers
Holdings Inc LEH 5.00 3.33 2/7/2009
Lehman Brothers Inc LEH 7.50 1.23 8/1/2026
MF Global Holdings Ltd MF 3.38 27.38 8/1/2018
MModal Inc MODL 10.75 6.13 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.35 19.13 7/1/2026
Nine West Holdings Inc JNY 8.25 20.00 3/15/2019
Nine West Holdings Inc JNY 6.13 13.17 11/15/2034
Nine West Holdings Inc JNY 6.88 14.50 3/15/2019
Nine West Holdings Inc JNY 8.25 19.00 3/15/2019
Nortel Networks
Capital Corp NT 7.88 3.53 6/15/2026
OMX Timber Finance
Investments II LLC OMX 5.54 10.00 1/29/2020
Permian Holdings Inc PRMIAN 10.50 29.13 1/15/2018
Permian Holdings Inc PRMIAN 10.50 29.13 1/15/2018
Prospect Capital Corp PSEC 5.00 99.24 9/15/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.25 48.25 10/1/2018
Renco Metals Inc RENCO 11.50 22.00 7/1/2003
Rex Energy Corp REXX 8.88 45.63 12/1/2020
Rolta LLC RLTAIN 10.75 19.29 5/16/2018
SAExploration Holdings Inc SAEX 10.00 60.13 7/15/2019
Samson Investment Co SAIVST 9.75 4.46 2/15/2020
SandRidge Energy Inc SD 7.50 2.08 2/15/2023
Southwestern Energy Co SWN 7.35 97.96 10/2/2017
Spectra Energy Capital LLC SE 8.00 112.39 10/1/2019
SunEdison Inc SUNE 2.38 1.90 4/15/2022
SunEdison Inc SUNE 0.25 2.23 1/15/2020
SunEdison Inc SUNE 2.75 1.92 1/1/2021
SunEdison Inc SUNE 2.63 2.00 6/1/2023
SunEdison Inc SUNE 3.38 1.90 6/1/2025
SunEdison Inc SUNE 5.00 10.50 7/2/2018
TMST Inc THMR 8.00 19.50 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 62.13 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 62.13 2/15/2018
TerraVia Holdings Inc TVIA 5.00 38.00 10/1/2019
TerraVia Holdings Inc TVIA 6.00 38.00 2/1/2018
Terrestar Networks Inc TSTR 6.50 10.00 6/15/2014
UCI International LLC UCII 8.63 6.88 2/15/2019
Vanguard Natural
Resources LLC /
VNR Finance Corp VNR 7.88 20.50 4/1/2020
Vanguard Operating LLC VNR 8.38 21.00 6/1/2019
Walter Energy Inc WLTG 8.50 0.83 4/15/2021
Walter Energy Inc WLTG 9.88 0.83 12/15/2020
Walter Energy Inc WLTG 9.88 0.83 12/15/2020
Walter Energy Inc WLTG 9.88 0.83 12/15/2020
Walter Investment
Management Corp WAC 4.50 20.00 11/1/2019
iHeartCommunications Inc IHRT 6.88 62.29 6/15/2018
iHeartCommunications Inc IHRT 10.00 63.25 1/15/2018
rue21 inc RUE 9.00 0.50 10/15/2021
rue21 inc RUE 9.00 0.80 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
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***